EXHIBIT 10.1


 


EXECUTION COPY


 


 


 


SEQUOIA RESIDENTIAL FUNDING, INC.


Depositor


 


 


  


WELLS FARGO BANK, N.A.


 Master Servicer and Securities
Administrator


 


 


and


 


 


U.S. BANK NATIONAL ASSOCIATION


 Trustee


 


 


___________________________


 


POOLING AND SERVICING AGREEMENT


 


dated as of March 1, 2012


___________________________


 


 


 


 


 


 


 


SEQUOIA MORTGAGE TRUST 2012-2


 


 


 


 



    	 



    	 



    

TABLE OF CONTENTS


 


 





	ARTICLE I DEFINITIONS	8
	 	 	 
	Section 1.01	Definitions	8
	Section 1.02	Calculations Respecting Mortgage Loans	30
	 	 
	ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES	31
	 	 	 
	Section 2.01	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans	31
	Section 2.02	Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund	31
	Section 2.03	Representations and Warranties of the Depositor	32
	Section 2.04	Discovery of Seller Breach; Repurchase of Mortgage Loans	33
	Section 2.05	Obligations in Respect of Alleged Breach of Originator Representations and Warranties	35
	Section 2.06	Intention of Parties	37
	Section 2.07	Controlling Holder Assumption of Purchase Agreement and Servicing Agreement Rights	38
	 	 
	ARTICLE III THE CERTIFICATES	39
	 	 	 
	Section 3.01	The Certificates	39
	Section 3.02	Registration	39
	Section 3.03	Transfer and Exchange of Certificates	39
	Section 3.04	Cancellation of Certificates	43
	Section 3.05	Replacement of Certificates	43
	Section 3.06	Persons Deemed Owners	44
	Section 3.07	Temporary Certificates	44
	Section 3.08	Appointment of Paying Agent	44
	Section 3.09	Book-Entry Certificates	44
	 	 
	ARTICLE IV ADMINISTRATION OF THE TRUST FUND	46
	 	 	 
	Section 4.01	Custodial Accounts; Distribution Account	46
	Section 4.02	Reports to Trustee and Certificateholders	47
	Section 4.03	Rule 17g-5 Compliance	49
	Section 4.04	Rule 15Ga-1 Compliance	51
	 	 
	ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES	51
	 	 	 
	Section 5.01	Distributions Generally	51
	Section 5.02	Distributions From the Distribution Account	52
	Section 5.03	Allocation of Losses	53
	Section 5.04	Servicer Obligations	54
	Section 5.05	Advances by Master Servicer	54
	Section 5.06	Master Servicer Compensating Interest Payments	55
	 	 
	ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT	55
	 	 	 
	Section 6.01	Duties of Trustee and the Securities Administrator	55
	Section 6.02	Certain Matters Affecting the Trustee and the Securities Administrator	57
	Section 6.03	Trustee and Securities Administrator Not Liable for Certificates	59
	Section 6.04	Trustee and Securities Administrator May Own Certificates	59
	Section 6.05	Eligibility Requirements for Trustee and Securities Administrator	59
	Section 6.06	Resignation and Removal of Trustee and the Securities Administrator	60
	Section 6.07	Successor Trustee and Successor Securities Administrator	61
	Section 6.08	Merger or Consolidation of Trustee or Securities Administrator	61
	Section 6.09	Appointment of Co-Trustee, Separate Trustee or Custodian	62
	Section 6.10	Authenticating Agents	63



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	Section 6.11	Indemnification of the Trustee, the Securities Administrator and the Master Servicer	64
	Section 6.12	Fees and Expenses of the Securities Administrator, the Certificate Registrar, the Paying Agent, Authenticating Agent, the Trustee and the Custodian	65
	Section 6.13	Collection of Monies	65
	Section 6.14	Events of Default; Trustee to Act; Appointment of Successor	65
	Section 6.15	Additional Remedies of Trustee Upon Event of Default	69
	Section 6.16	Waiver of Defaults	69
	Section 6.17	Notification to Holders	69
	Section 6.18	Directions by Certificateholders and Duties of Trustee During Event of Default	69
	Section 6.19	Action Upon Certain Failures of the Master Servicer and Upon Event of Default	70
	Section 6.20	Preparation of Tax Returns and Other Reports	70
	Section 6.21	Reporting to the Commission	71
	Section 6.22	Annual Statements of Compliance	75
	Section 6.23	Annual Assessments of Compliance	76
	Section 6.24	Accountant’s Attestation	77
	Section 6.25	Intention of the Parties and Interpretation; Indemnification	78
	 	 
	ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND	78
	 	 	 
	Section 7.01	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans	78
	Section 7.02	Procedure Upon Redemption and Termination of Trust Fund	79
	Section 7.03	Additional Trust Fund Termination Requirements	80
	 	 
	ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS	81
	 	 	 
	Section 8.01	Limitation on Rights of Holders	81
	Section 8.02	Access to List of Holders	81
	Section 8.03	Acts of Holders of Certificates	82
	 	 
	ARTICLE IX  ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER	82
	 	 	 
	Section 9.01	Duties of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s Obligations	82
	Section 9.02	Assumption of Master Servicing by Trustee	85
	Section 9.03	Representations, Warranties and Covenants of the Master Servicer	85
	Section 9.04	Compensation to the Master Servicer	87
	Section 9.05	Merger or Consolidation	88
	Section 9.06	Resignation of Master Servicer	88
	Section 9.07	Assignment or Delegation of Duties by the Master Servicer	88
	Section 9.08	Limitation on Liability of the Master Servicer and Others	88
	Section 9.09	Indemnification; Third-Party Claims	89
	Section 9.10	Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy	89
	 	 
	ARTICLE X REMIC ADMINISTRATION	89
	 	 	 
	Section 10.01	REMIC Administration	89
	Section 10.02	Prohibited Transactions and Activities	91
	Section 10.03	Indemnification With Respect to Prohibited Transactions or Loss of REMIC Status	92
	Section 10.04	REO Property	92



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	ARTICLE XI MISCELLANEOUS PROVISIONS	92
	 	 	 
	Section 11.01	Binding Nature of Agreement; Assignment	93
	Section 11.02	Entire Agreement	93
	Section 11.03	Amendment	93
	Section 11.04	Voting Rights	94
	Section 11.05	Provision of Information	94
	Section 11.06	Governing Law	95
	Section 11.07	Notices	95
	Section 11.08	Severability of Provisions	96
	Section 11.09	Indulgences; No Waivers	96
	Section 11.10	Headings Not to Affect Interpretation	97
	Section 11.11	Benefits of Agreement	97
	Section 11.12	Special Notices to the Rating Agencies	97
	Section 11.13	Conflicts	98
	Section 11.14	Counterparts	98
	Section 11.15	No Petitions	98







 


ATTACHMENTS


 


	Exhibit A	Forms of Certificates
	Exhibit B	Form of Residual Certificate Transfer Affidavit (Transferee)
	Exhibit C	Residual Certificate Transfer Affidavit (Transferor)
	Exhibit D	Form of Custodial Agreement
	Exhibit E-1	Form of Rule 144A Transfer Certificate
	Exhibit E-2	Form of Purchaser’s Letter for Qualified Institutional Buyer
	Exhibit F	Form of Purchaser’s Letter for Institutional Accredited Investor
	Exhibit G	Form of ERISA Transfer Affidavit
	Exhibit H-1	List of Purchase Agreements
	Exhibit H-2	List of Servicing Agreements
	Exhibit I	Additional Disclosure Notification
	Exhibit J	Back-Up Certificate to Form 10-K Certificate
	Exhibit K	Servicing Criteria to Be Addressed in Assessment of Compliance
	Exhibit L	Additional Form 10-D Disclosure
	Exhibit M	Additional Form 10-K Disclosure
	Exhibit N	Additional Form 8-K Disclosure
	Exhibit O	Form of Certification for NRSROs and Depositor
	 	 
	Schedule A	Mortgage Loan Schedule


 


 



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This POOLING AND SERVICING AGREEMENT, dated
as of March 1, 2012 (the “Agreement”), by and among SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation, as depositor
(the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”),
and WELLS FARGO BANK, N.A., a national banking association, in its dual capacities as master servicer (the “Master Servicer”)
and securities administrator (the “Securities Administrator”).


 


PRELIMINARY STATEMENT


 


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


 


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


 


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


 


The Upper-Tier REMIC shall hold as its assets
the Lower-Tier Interests other than the LT-R Interest.


 



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The Lower-Tier REMIC Interests


 


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


 


 


 


	
        Lower-Tier

        REMIC Interest

        Designation
	 	
         

         Interest Rate
	 	
        Initial Class

        Principal Amount
	 	Corresponding Class of Certificate(s)
	LT-A1	 	(1)	 	(2)	 	A-1, A-IO
	LT-A2	 	(1)	 	(2)	 	A-2, A-IO
	LT-A3	 	(1)	 	(2)	 	A-3, A-IO
	LT-B1	 	(1)	 	(2)	 	B-1
	LT-B2	 	(1)	 	(2)	 	B-2
	LT-B3	 	(1)	 	(2)	 	B-3
	LT-B4	 	(1)	 	(2)	 	B-4
	LT-B5	 	(1)	 	(2)	 	B-5
	LT-R	 	(3)	 	(3)	 	N/A


 


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


 


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


 


(3)The LT-R Interest is the sole class
of residual interest in the Lower-Tier REMIC and does not have a principal amount or bear interest.


 


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


 


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


 


(i)first, to the Lower-Tier Interest
LT-A1, until its Class Principal Amount equals the Class Principal Amount of the Class A-1 Certificate immediately after taking
account of the distributions to such Class of Certificates pursuant to Section 5.02;


 


(ii)second, to the Lower-Tier
Interest LT-A2, until its Class Principal Amount equals the Class Principal Amount of the Class A-2 Certificate immediately after
taking account of the distributions to such Class of Certificates pursuant to Section 5.02;


 


(iii)third, to the Lower-Tier
Interest LT-A3, until its Class Principal Amount equals the Class Principal Amount of the Class A-3 Certificate immediately after
taking account of the distributions to such Class of Certificates pursuant to Section 5.02;


 



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


 


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


 


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


 


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


 


(viii)eighth, to the LT-B5 Interest
until its Class Principal Amount equals the Class Principal Amount of the Class B-5 Certificate immediately after taking account
of the distributions to such Class of Certificates pursuant to Section 5.02; and


 


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


 


The Certificates and the Upper-Tier REMIC


 


The following table sets forth (or describes)
the Class designation, Certificate Interest Rate, initial Class Principal Amount (or initial Class Notional Amount) and minimum
denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder. The Class A-1, Class A-2,
Class A-3, Class A-IO, Class B 1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates represent regular interests in the
Upper-Tier REMIC; the Class R Certificate represents the sole class of residual interest in the Upper-Tier REMIC; and the Class
LT-R Certificate represents the sole class of residual interest in the Lower-Tier REMIC and does not represent an interest in the
Upper Tier REMIC.


 


 


	Class Designation	 	
        Certificate

        Interest Rate
	 	
        Initial 

        Class Principal Amount or Class Notional
        Amount
	 	
        Minimum

        Denominations or Percentage
        Interest

	Class A-1	 	(1)	 	$100,000,000	 	$100,000
	Class A-2	 	(1)	 	$163,590,000	 	$100,000
	Class A-3	 	(1)	 	$40,897,000	 	$100,000
	Class A-IO	 	(2)	 	(3)	 	100%
	Class B-1	 	Net WAC Rate	 	$8,854,000	 	$100,000
	Class B-2	 	Net WAC Rate	 	$5,739,000	 	$100,000
	Class B-3	 	Net WAC Rate	 	$3,771,000	 	$100,000
	Class B-4	 	Net WAC Rate	 	$1,640,000	 	$100,000
	Class B-5	 	Net WAC Rate	 	$3,444,218	 	$100,000
	Class R	 	Net WAC Rate	 	(4)	 	100%


	(1)	The Certificate Interest Rate of each of the Class A-1 Certificates,  Class A-2 Certificates and Class A-3 Certificates, will be an annual rate equal to the lesser of (a) the Net WAC Rate and (b) 3.500%.
	(2)	The Certificate Interest Rate of the Class A-IO Certificates will be an annual rate equal to the excess, if any, of the Net WAC Rate over 3.500.



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	(3)	The Class A-IO Certificate is an interest only Certificate and for any Distribution Date the Class Notional Amount of the Class A-IO Certificates is equal to the aggregate of the Class Principal Amounts of the Class A-1 Certificates,  Class A-2 Certificates and Class A-3 Certificates immediately before such Distribution Date.  The initial Class Notional Amount of the Class A-IO Certificates is $304,487,000.
	(4)	Amounts allocated to the Class LT-R Certificate pursuant to Sections 5.02(a)(xiii) and 5.02(d) shall be excluded from the Available Distribution Amount for the Upper-Tier REMIC


 


As of the Cut-off Date, the Mortgage Loans
had an Aggregate Stated Principal Balance of $327,935,218.13.


 


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


 


 


ARTICLE I



DEFINITIONS


 


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


 


10-K Filing Deadline:  As
defined in Section 6.21(b)(i) hereof.


  


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


 


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


 


Accountant’s Attestation:  As
defined in Section 6.24.


 


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


 


Acknowledgements:  The
Assignment of Representations and Warranties Agreements and the Assignment, Assumption and Recognition Agreements, each dated March
29, 2012, assigning rights under the Purchase Agreements and the Servicing Agreements, respectively, from the Seller to the Depositor
and from the Depositor to the Trustee, for the benefit of the Certificateholders, acknowledged by the Master Servicer, and providing
certain rights to the Controlling Holder.


 


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


 


Additional Form 10-K Disclosure:  As
defined in Section 6.21(b)(i).


 


Additional Servicer: Each affiliate
of a Servicer that services any of the Mortgage Loans and each Person who is not an affiliate of the Depositor or a Servicer, who
services 10% or more of the Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans annually at the
commencement of the calendar year prior to the year in which an Item 1123 Certificate is required to be delivered). For clarification
purposes, the Master Servicer and the Securities Administrator are Additional Servicers.



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


 


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


 


Affiliate:  With respect
to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For
the purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


 Aggregate
Expense Rate:  The sum of the Master Servicing Fee Rate and the applicable Servicing Fee Rate.


 


Aggregate Stated Principal Balance:  As
to any Distribution Date, the aggregate of the Stated Principal Balances for all Mortgage Loans that were outstanding as of the
most recent Due Date.


 


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


 


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


 


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


 


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


 


Appraiser Independence Requirements:
The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time to time.


 


Assessment of Compliance:  As
defined in Section 6.23(a).



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


 


Authorized Officer:  Any
Person who may execute an Officer’s Certificate on behalf of the Depositor or the Servicing Administrator, as applicable.


 


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


 


(A) amounts applied to reimburse Advances
and Servicing Advances previously made and other amounts as to which the Servicers (other than Cenlar FSB) and the Servicing Administrator
are entitled to be reimbursed pursuant to the Servicing Agreements; (B) amounts applied to reimburse Advances and Servicing
Advances previously made as to which the Master Servicer is entitled to be reimbursed pursuant to this Agreement; and (C) the sum
of all related fees, charges and other costs, including indemnification amounts and costs of arbitration (other than the Master
Servicing Fee and amounts required to be paid by the Master Servicer from the Master Servicing Fee) payable or reimbursable to
the Master Servicer, the Securities Administrator and the Trustee from the Trust Fund under this Agreement and the Custodian under
the Custodial Agreement, subject to an aggregate maximum amount of $300,000 annually (per year from the Closing Date to the first
anniversary of the Closing Date and each subsequent anniversary year thereafter) to be paid to such parties collectively, in the
order claims for payment of such amounts are received by the Securities Administrator; provided, however, that if a claim is presented
for an amount that, when combined with the amount of prior claims paid during that year, would exceed $300,000, then only a portion
of such claim will be paid that will make the total amount paid during that year equal to $300,000 and the excess remaining unpaid,
together with any additional claims received during that year, will be deferred until the following anniversary year and if the
total amount of such deferred claims exceeds $300,000 then payment in such following anniversary year (and each subsequent anniversary
year as may be needed until such deferred claims are paid in full) shall be apportioned among the Master Servicer, the Securities
Administrator, the Custodian and the Trustee, in proportion to the aggregate amount of deferred claims submitted by such entity
as of the last day of the prior year; provided that, in no event will the aggregate amount reimbursable to the Trustee exceed
$100,000 annually (per year from the Closing Date to the first anniversary of the Closing Date and each subsequent anniversary
year thereafter).


 


Back-Up Certificate:  As
defined in Section 6.21(e).


 


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



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Certificate Principal Amount:  With
respect to any Certificate (other than the Class A-IO, Class R and Class LT-R Certificates) and any Distribution Date, the maximum
specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial
principal amount set forth on the face of such Certificate, less (i) the amount of all principal distributions previously
made with respect to such Certificate; (ii) the principal portion of all Realized Losses previously allocated to such Certificate;
and (iii) any Certificate Writedown Amount previously allocated to such Certificate; provided, however, that on any
Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Certificate then outstanding
to which a Certificate Writedown Amount or Realized Loss amount has been applied will be increased sequentially, in order of seniority,
by an amount equal to the lesser of (A) the principal portion of any Certificate Writedown Amount or Realized Loss amount previously
allocated to that Certificate to the extent not previously recovered and (B) the principal portion of any Subsequent Recovery allocable
to such Certificate after application (for this purpose) to more senior Classes of Certificates pursuant to this Agreement; and
provided further that on any Distribution Date on which the Aggregate Stated Principal Balance of the Mortgage Loans exceeds
the aggregate Certificate Principal Amount, such excess (including any excess attributable to the allocation of Principal Forbearance
Amounts) will be allocated to increase the Certificate Principal Amount of any Certificate then outstanding to which a Certificate
Writedown Amount or Realized Loss amount has previously been allocated, sequentially in order of seniority, up to the principal
amount of such Certificate Writedown Amount or Realized Loss to the extent not previously recovered. The Class A-IO, Class R and
Class LT-R Certificates are issued without Certificate Principal Amounts.



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


 


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


 


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


 


Certification:  As defined
in the Custodial Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


Class Subordination Percentage:  With
respect to each Class of Subordinate Certificates, for each Distribution Date, the percentage obtained by dividing the Class Principal
Amount of such Class prior to any distributions of principal or allocations of Realized Losses on that Distribution Date by the
aggregate of the Class Principal Amounts of all Classes of Certificates (other than the Class A-IO, Class R and Class LT-R Certificates)
prior to any distributions of principal or allocations of Realized Losses on that Distribution Date.


 


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


 



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


 


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


 


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


 


Closing Date:  March 29,
2012.


 


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


 


Commission:  U.S. Securities
and Exchange Commission.


  


Controlling Holder:  At
any time, the Holder of the majority of the Class Principal Amount of the Class B-5 Certificates or, if the Class Principal Amount
of the Class B-5 Certificates has been reduced to zero, the holder of the majority of the Class Principal Amount of the Class B-4
Certificates. If the Class Principal Amount of the Class B-4 Certificates has been reduced to zero, then no entity will have any
rights under this Agreement as a Controlling Holder. Neither the Depositor nor the Seller shall be a Controlling Holder.


 


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


 


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


 


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


 


Cooperative Shares:  Shares
issued by a Cooperative Corporation.


 


Corporate Trust Office:  With
respect to the Trustee, the corporate trust office of the Trustee located at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota,
55107, Attention: Structured Finance/Sequoia Mortgage Loan Trust 2012-2, or at such other address as the Trustee may designate
from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator or the
principal corporate trust office of any successor Trustee.  With respect to the Certificate Registrar and presentment
of Certificates for registration of transfer, exchange or final payment, Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services Sequoia Mortgage Trust 2012-2.


 



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


 


Credit Support Depletion Date:  The
date on which the aggregate Class Principal Amount of the Subordinate Certificates has been reduced to zero.


 


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


 


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


 


Custodial Agreement:  The
Custodial Agreement, dated as of March 1, 2012, among the Depositor, the Seller, the Trustee, Wells Fargo Bank, N.A., as Custodian
and Wells Fargo Bank, N.A., as Master Servicer, as amended from time to time.  A copy of the Custodial Agreement is attached
hereto as Exhibit D.


 


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


 


Cut-off Date:  March 1,
2012.


 


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


 


Defective Mortgage Loan:  The
meaning specified in Section 2.04.


 


Deficient Valuation:  With
respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection
with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order
of such court which is final and non-appealable in a proceeding under the Bankruptcy Code.


 


Definitive Certificate:  A
Certificate of any Class issued in definitive, fully registered, certificated form, which shall initially be the Class B-4, Class
B-5, Class LT-R and Class R Certificates.


 


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


 


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


 


Demand: As defined in Section 4.04(a).


 



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


 


Determination Date:  With
respect to each Distribution Date, the 16th day of the month in which such Distribution Date occurs, or, if such 16th day is not
a Business Day, the next succeeding Business Day; provided, however, that with respect to a Servicer and such Servicer's
Advance obligations pursuant to the related Servicing Agreement, the Determination Date is the date set forth in the related Servicing
Agreement.


 


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


 


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


 


Distribution Date:  The
25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in April 2012.


 


Distribution Date Statement:  As
defined in Section 4.02.


 


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


 


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


 


Eligible Account:  Any
account or accounts maintained with a federal or state chartered depository institution or trust company the short-term and long-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) are rated in the highest rating category of each Rating Agency
with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating Agency with
respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee or the Paying Agent.  If
the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains
the account or accounts is no longer in the highest rating category of each Rating Agency with respect to short-term unsecured
debt obligations or in one of the two highest rating categories of each Rating Agency with respect to long-term unsecured debt
obligations, the funds on deposit therewith in connection with this transaction shall be transferred to an Eligible Account within
30 days of such downgrade.


 


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


 


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


 


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



    	15



    	 



    

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


 


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


 


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


 


(vi)any money market funds rated in
one of the two highest rating categories by each Rating Agency for long-term unsecured debt with a maturity of more than one year
or in the highest rating category with respect to short-term obligations, including any such fund managed or advised by the Trustee
or any of its Affiliates;


 


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


 


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


 


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


 


ERISA-Restricted Certificate:  The
Class A-IO, Class B-1, Class B-2 and Class B-3 Certificates that have not been the subject of an ERISA-Qualifying Underwriting,
the Class B-4, Class B-5, Class R and Class LT-R Certificates and any Class A-1, Class A-2 or Class A-3 Certificate (or Class A-IO,
Class B-1, Class B-2 or Class B-3 Certificate that has been underwritten) that does not satisfy the applicable rating requirement
under the Underwriter’s Exemption.


 


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


 


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


 


Exception Report:  As defined
in the Custodial Agreement.


 



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


 


Fannie Mae:  Fannie Mae
or any successor thereto.


 


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


 


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


 


Fitch:  Fitch, Inc., or
any successor in interest.


 


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


 


Freddie Mac:  Freddie Mac,
or any successor thereto.


 


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


 


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


 


Independent:  When used
with respect to any Accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Securities
and Exchange Commission’s Regulation S-X.  When used with respect to any other Person, a Person who (a) is in fact
independent of another specified Person and any Affiliate of such other Person, (b) does not have any material direct financial
interest in such other Person or any Affiliate of such other Person, and (c) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.


 


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


 


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


 


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


 


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



    	17



    	 



    

 


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


 


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


  


Item 1123 Certificate:  As
defined in Section 6.22.


 


KBRA: Kroll Bond Rating Agency, Inc.


 


Latest Possible Maturity Date:  The
Distribution Date occurring in April 2042.


 


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


 


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


 


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


 


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


 


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


 


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


 


Master Servicer:  Wells
Fargo Bank, N.A., a national banking association organized under the laws of the United States in its capacity as Master Servicer
and any successor in interest, or if any successor master servicer shall be appointed as herein provided, then such successor master
servicer.


 


Master Servicer Compensating Interest
Payment:  As to any Distribution Date and the Master Servicer, the lesser of (1) the Master Servicing Fee for such
date and (2) any Prepayment Interest Shortfalls for such date (to the extent such Prepayment Interest Shortfalls are required to
be paid but are not actually paid by the Servicers (other than Cenlar FSB) or the Servicing Administrator as a Servicer Compensating
Interest Payment).


 


Master Servicing Fee:  With
respect to any Distribution Date, an amount equal to the product of one-twelfth of the Master Servicing Fee Rate and the Stated
Principal Balance of each Mortgage Loan as of the first day of the related Due Period.


 


Master Servicing Fee Rate:  0.0275%
per annum.


 



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Master Servicing Transfer Costs:  All
reasonable costs and expenses incurred by the Trustee in connection with the appointment of a successor master servicer and the
transfer of master servicing from a predecessor master servicer, including, without limitation, any reasonable costs or expenses
associated with the identification and engagement of a successor master servicer, the documentation of the assumption of master
servicing by the successor master servicer, the complete transfer of all master servicing data and the completion, correction or
manipulation of such master servicing data as may be required by the Trustee or the successor master servicer to correct any errors
or insufficiencies in the master servicing data or otherwise to enable the Trustee or other successor master servicer to master
service the Mortgage Loans properly and effectively.


 


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


 


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


 


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


 


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


 


Mortgage Loan Purchase and Sale Agreement:  The
mortgage loan purchase and sale agreement, dated as of March 29, 2012, between the Seller and the Depositor.


 


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


 


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


  


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


 


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


 


Mortgagor:  The obligor
on a Mortgage Note.


 


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


 


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



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Net Prepayment Interest Shortfall:  With
respect to any Mortgage Loan and any Distribution Date, the amount by which any Prepayment Interest Shortfall for the related Due
Period exceeds the amount of Master Servicer Compensating Interest Payment paid by the Master Servicer and Servicer Compensating
Interest Payment paid by the applicable Servicer (other than Cenlar FSB) and/or the Servicing Administrator in respect of such
shortfall for such Due Period.


  


Net WAC Rate:  With
respect to (any Distribution Date, the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of
the related Due Period, weighted on the basis of their Stated Principal Balances.


 


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


 


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


 


Nonrecoverable Advance:  Any
portion of an Advance or Servicing Advance previously made or proposed to be made by the Master Servicer, a Servicer (other than
Cenlar FSB) and/or the Servicing Administrator (as certified in an Officer’s Certificate of the Master Servicer, a Servicer
(other than Cenlar FSB) and/or the Servicing Administrator, as applicable), which in the good faith judgment of such party, shall
not be ultimately recoverable by such party from the related Mortgagor, related Liquidation Proceeds or otherwise.


 


Non-Upper-Tier REMIC:  As
defined in Section 10.01(d).


 


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


 


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


 


NRSRO:  Any nationally
recognized statistical rating organization for purposes of Rule 17g-5 under the Exchange Act.


 


NRSRO Certification:  A
certification in the form of Exhibit O hereto.


 


Officer’s Certificate:  (a)
With respect to the Depositor, a certificate signed by two Authorized Officers of the Depositor, (b) with respect to the Master
Servicer or the Securities Administrator, a certificate signed by the Chairman of the Board, any Vice Chairman, the President,
any Vice President or any Assistant Vice President of the Master Servicer or the Securities Administrator, (c) with respect to
a Servicer, a certificate 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, one of the Assistant Treasurers
or Assistant Secretaries of a Servicer, or any other duly authorized officers or agents of a Servicer and (d) with respect to the
Servicing Administrator, a certificate signed by an Authorized Officer of the Servicing Administrator, and in each case delivered
to the Trustee, the Securities Administrator or the Master Servicer, as required hereby.


 


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



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


	 	 
	Class B-1	7.15%
	Class B-2	4.45%
	Class B-3	2.70%
	Class B-4	1.55%
	Class B-5	1.05%


 


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


 


Originator:  Each of First
Republic Bank, PrimeLending, a PlainsCapital Company, PHH Mortgage Corporation, Flagstar Capital Markets Corporation, Wintrust
Mortgage, a division of Barrington Bank and Trust, Cole Taylor Bank, Sterling Savings Bank, Shore Financial Services, Inc., Benchmark
Bank, GuardHill Financial Corporation, American Pacific Mortgage Corporation, Simonich Corporation, dba Bank of Commerce Mortgage
and Franklin American Mortgage Company, each as seller under the related Purchase Agreement, and any successor thereto.


 


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


 


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


 


Person:  Any individual,
corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


Principal Prepayment: Any full or
partial payment or other recovery of principal on a Mortgage Loan that is received in advance of its scheduled Due Date and that
is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent
to the month of prepayment.


 


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


 


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


 


Prospectus:  The prospectus
supplement dated March 28, 2012 and the accompanying prospectus dated March 26, 2012, relating to the Class A-1, Class A-2, Class
A-3, Class A-IO, Class B-1, Class B-2 and Class B-3 Certificates, together with any supplement thereto.


 


Purchase Agreement: Each agreement
listed on Exhibit H-1, as amended or supplemented from time to time as permitted thereunder and as modified by the related Acknowledgment.


 


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


 


Qualified Substitute Mortgage Loan:  A
mortgage loan substituted by an Originator or the Seller, as applicable, for a Deleted Mortgage Loan in accordance with the applicable
Purchase Agreement or the Mortgage Loan Purchase and Sale Agreement, as applicable, which must, on the date of such substitution,
(a) have an outstanding principal balance, after deduction of all scheduled payments due in the month of substitution (or in the
case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess
of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall will be paid by the Originator or the
Seller, as applicable, and distributed to Trust Fund in the month of substitution), (b) have a Mortgage Rate not less than, and
not more than one percentage point greater than, the Mortgage Rate of the Deleted Mortgage Loan, (c) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (d) have a Loan-to-Value Ratio at origination
no greater than that of the Deleted Mortgage Loan and (e) comply as of the date of substitution with each representation and warranty
relating to the Mortgage Loans set forth in the applicable Purchase Agreement.



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Rating Agency:  Each of
Fitch and KBRA; provided, however, that references to a “Rating Agency” as used in the definition of “Eligible
Account” and “Eligible Investments” shall not include KBRA unless KBRA rates the applicable entity or investment.


 


Rating Agency Information:  The
notices, information, reports, certifications and oral and written statements required to be provided to each Rating Agency pursuant
to this Agreement or Rule 17g-5 under the Exchange Act.


 


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


 


(b) with respect to each Mortgage Loan that
has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced,
the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient Valuation;


 


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


 


(d) with respect to each Class of Certificates,
the amount by which the Class Principal Amount is reduced as a result of clauses (a), (b) or (c) above.


 


Reconciled Market Value:  The
estimated market value of a Mortgaged Property or REO Property as reasonably determined by the applicable Servicer based on different
results obtained from different permitted valuation methods or at different time periods, all in accordance with such Servicer's
customary servicing procedures.


 


Record Date:  For the first
Distribution Date, the Closing Date. As to any other Distribution Date, the last Business Day of the month preceding the month
of such Distribution Date.


 


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


 


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


 



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Relevant Servicing Criteria:  The
Servicing Criteria applicable to each party, as set forth on an exhibit to each Servicing Agreement and Exhibit K 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 Securities Administrator or any Servicer, the term “Relevant Servicing Criteria”
may refer to a portion of the Relevant Servicing Criteria applicable to such parties.


 


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


 


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


 


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


 


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


 


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


 


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


 


Repurchase Price: With respect to
any Mortgage Loan and the applicable Originator, the “Repurchase Price” as defined in the applicable Purchase Agreement
or Servicing Agreement or in the case of the Seller, the “Repurchase Price” as defined in the Mortgage Loan Purchase
and Sale Agreement.


 


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


 


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


 


Restricted Certificate: Any Class
B-4, Class B-5, Class R or Class LT-R Certificate.


 


Rule 15Ga-1 Information: As defined
in Section 4.04(a).


 


Rule 17g-5 Information Provider:
The Securities Administrator.


 


Rule 17g-5 Website:  The
website maintained by the Securities Administrator pursuant to Section 4.03.


 


S&P:  Standard &
Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor in interest.



 


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



    	24



    	 



    

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


 


Securities Administrator:  Wells
Fargo Bank, N.A., not in its individual capacity but solely as Securities Administrator, or any successor in interest, or if any
successor Securities Administrator shall be appointed as herein provided, then such successor Securities Administrator. Wells Fargo
Bank, N.A. shall act as Securities Administrator for so long as it is Master Servicer under this Agreement.


 


Seller:  Redwood Residential
Acquisition Corporation, a Delaware corporation.


 


Senior Certificate:  Any
one of the Class A-1, Class A-2, Class A-3 and Class A-IO Certificates, as applicable.


 


Senior Percentage:  With
respect to each Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal
Amount of the Class A-1, Class A-2 and Class A-3 Certificates prior any distributions of principal or allocations of Realized Losses
on such Distribution Date, and the denominator of which is the Aggregate Stated Principal Balance of all of the Mortgage Loans
as of the preceding Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that


 


		(A)	if on any Distribution Date the allocation to the Class A-1, Class A-2 and Class A-3 Certificates then entitled to distributions
of principal of Principal Prepayments and other amounts in the percentage required above would reduce the aggregate Class Principal
Amount of those Certificates to below zero, the distribution to such Class of Certificates of the Senior Prepayment Percentage
of those amounts for such Distribution Date shall be limited to the percentage necessary to reduce the aggregate Class Principal
Amount to zero;



 


		(B)	until the aggregate of the Class Principal Amount of the Class A-1, Class A-2 and Class A-3 Certificates is reduced to zero,
if on any Distribution Date the aggregate of the Class Principal Amounts of the Subordinate Certificates is less than or equal
to 1.25% of the Stated Principal Balance of the Mortgage Loans as of the Closing Date, the Senior Principal Distribution Amount
for such Distribution Date and each succeeding Distribution Date will include all principal collections on the Mortgage Loans distributable
on that Distribution Date, and the Subordinate Principal Distribution Amount will be zero; and



 


		(C)	until the aggregate Class Principal Amount of the Class A-1, Class A-2 and Class A-3 Certificates is reduced to zero, if on
any Distribution Date, the Subordinate Percentage for such Distribution Date is less than 7.15%, the Senior Principal Distribution
Amount for such Distribution Date will include all principal collections on the Mortgage Loans distributable on that Distribution
Date, and the Subordinate Principal Distribution Amount will be zero.



 


Servicer:  Each Servicer
under a Servicing Agreement.


 


Servicer Compensating Interest Payment:  As
to any Distribution Date and any Servicer (other than Cenlar FSB) and the Servicing Administrator, the lesser of (1) the Servicing
Fee for such Servicer (other than Cenlar FSB) or the aggregate of Cenlar FSB’s Servicing Fee and the Servicing Administrator
Fee (in the case of the Servicing Administrator) for such date and (2) any Prepayment Interest Shortfalls with respect to any Mortgage
Loans serviced by such Servicer (or in the case of the Servicing Administrator, the Mortgage Loans serviced by Cenlar FSB) for
such date.


 



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Servicer
Remittance Date:  The 18th day of each calendar month or, if such 18th day is not a Business Day, the next succeeding
Business Day, commencing in April 2012.  


 


Servicing Administrator: Redwood
Residential Acquisition Corporation, as servicing administrator under the Cenlar FSB Servicing Agreement.


 


Servicing Administrator Fee:  As
to any Distribution Date and each Mortgage Loan serviced by Cenlar FSB, an amount equal to the difference, if positive, between
the Servicing Fee with respect to such Mortgage Loan and the servicing compensation payable to Cenlar FSB under the applicable
Servicing Agreement.


 


Servicing Advances:  As
defined in the applicable Servicing Agreement.


 


Servicing Agreement:  Each
agreement listed on Exhibit H-2, as amended or supplemented from time to time as permitted thereunder and as modified by the related
Acknowledgment.


 


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


 


Servicing Fee:  As to any
Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b) the
Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period. The Servicing Fee payable with respect
to the Mortgage Loans serviced by Cenlar FSB will be allocated by Cenlar FSB between the Servicing Administrator and Cenlar FSB
as provided in the related Servicing Agreement.


 


Servicing Fee Rate:   For
each Servicer, a per annum rate equal to 0.25% or such other rate as may be agreed to by the Master Servicer pursuant to Section
9.01(b) of this Agreement and the related Servicing Agreement; provided that, with respect to each Mortgage Loan serviced by First
Republic Bank, the Servicing Fee Rate will be increased by the amount of any increase in the Mortgage Rate for any such Mortgage
Loan pursuant to the terms of the related Mortgage Note due to the termination of an automatic debit or direct deposit account;
provided further, that the Master Servicer shall have no obligation to confirm or verify any such increase in the Servicing Fee
Rate for any such Mortgage Loan serviced by First Republic Bank.


 


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


 


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


 


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


 


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



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


 


Stated Principal Balance:  As
to any Mortgage Loan and date of determination, the unpaid principal balance of such Mortgage Loan as of the most recent Due Date
as determined by the amortization schedule for the Mortgage Loan at the time relating thereto (before any adjustment to such amortization
schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous Servicing Modification,
Principal Prepayments and related Liquidation Proceeds allocable to principal and to the payment of principal due on such Due Date
(but not unscheduled Principal Prepayments received on such Due Date) and irrespective of any delinquency in payment by the related
Mortgagor. For the avoidance of doubt, the Stated Principal Balance of any Mortgage Loan that has been prepaid in full or has become
a Liquidated Mortgage Loan during the related Prepayment Period shall be zero.


 


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


 


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


 


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


  


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


 


Subordinate Certificate:  Any
of the Class B-1, Class B-2, Class B-3, Class B-4 or Class B-5 Certificates.


 


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


 


Subordinate Percentage:  With
respect to any Distribution Date, the difference between 100% and the Senior Percentage for such Distribution Date. The initial
Subordinate Percentage is 7.15%.


  


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


 


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



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


 


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


 


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


 


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


 


Notwithstanding the above, with respect to any Class of Subordinate
Certificates (other than the Class B-1 Certificates), if on any Distribution Date the sum of the Class Subordination Percentage
of such Class and the aggregate Class Subordinate Percentages of all Classes of Subordinate Certificates which have higher numerical
Class designations than that Class is less than the Original Applicable Credit Support Percentage for that Class, no distribution
of principal will be made to any such Classes on such Distribution Date. Instead, the Subordinate Principal Distribution Amount
on that Distribution Date will be allocated among the more senior Classes of Subordinate Certificates, pro rata, based on their
respective Class Principal Amounts.


 


Notwithstanding the above, with respect to each Class of Subordinate
Certificates other than the Class B-1 Certificates, if on any Distribution Date the Class Principal Amount of that Class and the
aggregate of the Class Principal Amounts of all Classes of Subordinate Certificates that have a lower payment priority than that
Class is less than or equal to 1.25% of the Stated Principal Balance of the Mortgage Loans as of the Closing Date, the portion
of the Subordinate Principal Distribution Amount otherwise distributable to such Class or Classes on such Distribution Date and
each succeeding Distribution Date will be allocated among the Subordinate Certificates with a higher payment priority then entitled
to principal, pro rata, based on their respective Class Principal Amounts and the excess, if any, will be included in the
Senior Principal Distribution Amount for such Distribution Date.


 


Until the aggregate Class Principal Amount of the Class A-1,
Class A-2 and Class A-3 Certificates is reduced to zero, if on any Distribution Date the aggregate of the Class Principal Amounts
of the Subordinate Certificates is less than or equal to 1.25% of the Stated Principal Balance of the Mortgage Loans as of the
Closing Date, the Senior Principal Distribution Amount on such Distribution Date and each succeeding Distribution Date will include
all principal collections on the Mortgage Loans distributable on that Distribution Date, and the Subordinate Principal Distribution
Amount will be zero.


 


In addition, until the aggregate Class Principal Amount of the
Class A-1, Class A-2 and Class A-3 Certificates is reduced to zero, if on any Distribution Date the Subordinate Percentage for
such Distribution Date is less than 7.15%, the Senior Principal Distribution Amount for such Distribution Date will include all
principal collections on the Mortgage Loans distributable on that Distribution Date, and the Subordinate Principal Distribution
Amount will be zero.


 


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


 


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



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


 


Tax Matters Person:  With
respect to each of the Lower Tier REMIC and the Upper Tier REMIC, the “tax matters person” as specified in the REMIC
Provisions which shall initially be the party described as such in Section 10.01(k).


 


Trust Fund:  As defined
in Section 2.01 herein.


 


Trustee:  U.S. Bank National
Association, not in its individual capacity but solely as Trustee, or any successor in interest, or if any successor trustee or
any co-trustee shall be appointed as herein provided, then such successor trustee and such co-trustee, as the case may be.


 


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


 


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


  


Underwriter:  Barclays
Capital, Inc..


 


Underwriter’s Exemption:  Prohibited
Transaction Exemption (“PTE”) FAN 04-03E, as most recently amended and restated by PTE 2007-5 (72 Fed. Reg. 13130 (March
20, 2007)) or any substantially similar administrative exemption granted by the U.S. Department of Labor to the Underwriters.


 


Underwriting Agreement:  The
Underwriting Agreement, dated March 27, 2012, among the Seller, the Depositor, Redwood Trust, Inc. and the Underwriter.


 


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


 


Voting Interests:  The
portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions
of this Agreement.  At all times during the term of this Agreement, 99.00% of all Voting Interests shall be allocated
to the Class A-1, Class A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates in proportion to
their respective Certificate Principal Amounts.  At all times during the term of this Agreement, 1.00% of all Voting
Interests shall be allocated to the Class A-IO Certificates.  Voting Interests shall be allocated among the Certificates
of each Class based on their Percentage Interests and no Certificate with a principal amount equal to zero will have any voting
rights.  The Class R Certificates and Class LT-R Certificate shall not have any voting rights.


 


Section 1.02Calculations Respecting
Mortgage Loans.


 


Calculations required to be made pursuant
to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms
of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the
Securities Administrator as supplied to the Securities Administrator by the Master Servicer.  The Securities Administrator
shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or any Servicer.



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ARTICLE II



DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES


 


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


 


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


 


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


 


Notwithstanding anything to the contrary
contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and
inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications
relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial
Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder,
and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator
and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering
the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity.


 


In connection with such sale, transfer and
assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited
with, the Custodian acting on the Trustee's behalf, the Trustee Mortgage Files.


 


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


 


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



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


 


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


 


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


 


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


 


Section 2.03Representations and Warranties
of the Depositor.  


 


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


 


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


 


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


 


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


 


(iv)           this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable
against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors generally and (B) general principles of equity
regardless of whether such enforcement is considered in a proceeding in equity or at law;



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



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


 


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



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


 


(a)(i)The Trustee shall be obligated
to pursue an action against an Originator in respect of any alleged breach of a representation and warranty set forth in the applicable
Purchase Agreement or against the Seller if the Seller has an obligation to cure a breach, repurchase or substitute for or make
an indemnification payment with respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement upon its receipt
of (1) (A) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Senior Certificates,
for so long as there is a Controlling Holder under this Agreement or (B) written direction to do so by the Holders of more than
50% of the Aggregate Voting Interests of the Certificates, if there is no Controlling Holder under this Agreement and (2) an agreement
by Holders directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and
expenses incurred by the Trustee, and to provide any indemnification reasonably requested by the Trustee. The Trustee shall provide
notice to the Controlling Holder prior to taking any such action. However, Certificateholders shall not have the right to require
the Trustee to pursue any action with respect to any Mortgage Loan as to which a final and binding decision by an arbitrator has
already been issued, regardless of the particular claims made. In connection with any such action described in this Section 2.05(a)(i),
the Trustee shall seek reimbursement for its fees, costs and expenses from the applicable Originator under the terms of the related
Purchase Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement if directed to do so by
the Certificateholders that provided such funds to the Trustee pursuant to the agreement described in clause (2) above. If the
Trustee recovers any such fees, costs and expenses from the Originator or the Seller, as applicable, the Trustee shall pay such
amounts to such Certificateholders. To the extent the Trustee is not reimbursed by the Originator or the Seller, as applicable,
or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C)
of the definition of Available Distribution Amount.


 


(ii) In addition, if the Trustee
receives written notice, from a Person in a position to have knowledge of the facts and circumstances stated in such notice, of
any breach of a representation or warranty regarding a Mortgage Loan made by an Originator or the Seller, which would give rise
to an obligation to cure such breach, or repurchase, substitute for or make an indemnification payment with respect to any related
Mortgage Loan as described herein, then, unless a final and binding decision by an arbitrator has been issued with respect to such
Mortgage Loan, the Trustee in reliance on such notice shall (i) demand that the applicable Originator or the Seller, if the Seller
has such an obligation, cure such breach, or repurchase, substitute for or make an indemnification payment with respect to the
related Mortgage Loan, and (ii) notify the Certificateholders of the Trustee’s receipt of such notice and of the Trustee’s
submission of such demand. If the Originator or Seller, as applicable, responds to the demand within 60 days of the date of the
demand, the Trustee will negotiate with such party so long as such party is pursuing negotiations in good faith. If the Originator
or Seller does not respond within 60 days of the date of the demand, or if the demand is not resolved within 180 days of such date,
then the Trustee will not be required to pursue further action in connection with such demand unless it has received (i) (a) written
direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Senior Certificates, if there is a
Controlling Holder under this Agreement or (b) written direction to do so by the Holders of more than 50% of the Aggregate Voting
Interests of the Certificates, if there is no longer a Controlling Holder under this Agreement and (ii) an agreement by Holders
directing the Trustee to take such action to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred
by the Trustee, and provide any indemnification reasonably requested by the Trustee. Prior to taking any action at the direction
of Certificateholders, the Trustee will notify the Controlling Holder, if any. The Trustee shall seek to recover its fees, costs
and expenses from the Originator under the terms of the applicable Purchase Agreement or from the Seller under the terms of the
Mortgage Loan Purchase and Sale Agreement if directed to do so by the Certificateholders that provided such funds to the Trustee
as described above. If the Trustee recovers any such fees, costs and expenses, it will be obligated to pay such amounts to such
Certificateholders. To the extent not reimbursed by the Originator or the Seller, as applicable, or the fees, costs and expenses
of applicable Certificateholders, the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of
the definition of Available Distribution Amount.



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(b)(i)The Master Servicer shall
promptly notify the Controlling Holder (if any) and the Trustee of each Mortgage Loan that becomes Delinquent for more than 120
days. The Controlling Holder or, if there is no longer a Controlling Holder, the Trustee, shall review or cause to be reviewed
each Mortgage Loan that has been Delinquent for more than 120 days, other than any such Mortgage Loan that was the subject of a
previous arbitration proceeding under the related Purchase Agreement or under the Mortgage Loan Purchase and Sale Agreement, to
review whether any breaches of the representations and warranties given by an Originator under the related Purchase Agreement have
occurred or if the Seller has an obligation to cure a breach, repurchase or substitute for or make an indemnification payment with
respect to a Mortgage Loan under the Mortgage Loan Purchase and Sale Agreement. The Controlling Holder shall engage a third party
to perform such review and report its findings. The Trustee may engage a third party to perform, or may itself perform, such review
and report its findings. Any such review shall include, at a minimum, a review as to whether the Mortgage Loan was underwritten
in accordance with the Originator's underwriting standards in effect at the time of origination, whether the Mortgage Loan was
originated in accordance with all applicable laws and regulations, and whether any fraud may have occurred in connection with the
origination of the Mortgage Loan, and the third party shall provide an attestation that its review and report have not been influenced
or affected by interested parties. If, as a result of such review, there is evidence that a breach of a representation or warranty
may have occurred requiring the Originator or the Seller to cure such breach, repurchase or substitute for or make an indemnification
payment with respect to the related Mortgage Loan, then the Controlling Holder or the Trustee, as applicable, will enforce such
obligation, including participating in an arbitration proceeding pursuant to the related Purchase Agreement or the Mortgage Loan
Purchase and Sale Agreement, if necessary. If the Controlling Holder is the same entity as or an Affiliate of the party against
which an enforcement action is to be taken, then the Trustee will enforce the remedy obligation of such party. If the Trustee is
obligated to take such an action, the Trustee shall first (i) demand that the applicable Originator or the Seller, if the Seller
has such an obligation, cure such breach, or repurchase, substitute for or make an indemnification payment with respect to the
related Mortgage Loan, and (ii) notify the Certificateholders of the Trustee’s submission of such demand. If the Originator
or Seller, as applicable, responds to the demand within 60 days of the date of the demand, the Trustee will negotiate with such
party so long as such party is pursuing negotiations in good faith. If the Originator or Seller does not respond within 60 days
of the date of the demand, or if the demand is not resolved within 180 days of such date, then the Trustee will not be required
to pursue further action in connection with such demand unless it has received (i) (a) written direction to do so by the Holders
of more than 50% of the Aggregate Voting Interests of the Senior Certificates, if there is a Controlling Holder under this Agreement
or (b) written direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates, if there
is no longer a Controlling Holder under this Agreement and (ii) an agreement by Holders directing the Trustee to take such action
to provide in advance to the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee, and provide any indemnification
reasonably requested by the Trustee. In connection with any such action against an Originator or the Seller, the Controlling Holder
or the Trustee, as applicable, shall pursue reimbursement for its fees, costs and expenses from such Originator under the terms
of the related Purchase Agreement or from the Seller under the terms of the Mortgage Loan Purchase and Sale Agreement, if directed
to do so by the Certificateholders that provided such funds to the Trustee as described above. If the Trustee recovers any such
fees, costs and expenses, it will be obligated to pay these amounts to such Certificateholders. To the extent not reimbursed by
the Originator or the Seller, as applicable, or the applicable Certificateholders, the Trustee shall be reimbursed by the Trust
Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.


 


(ii)If,
as a result of a review of a Mortgage Loan conducted pursuant to Section 2.05(b)(i) above, the Controlling Holder or the Trustee,
as applicable, concludes that a breach of a representation or warranty that would require the Originator or the Seller to cure,
repurchase or substitute for or make an indemnification payment with respect to the related Mortgage Loan has not occurred, then
such party shall notify the Securities Administrator in writing and the Certificateholders shall be notified of this decision pursuant
to a Distribution Date Statement and provided details of the review; provided, that the Securities Administrator shall only be
required to include such notification and any related details on any Distribution Date Statement to the extent it has received
the same. The Certificateholders may direct the Trustee to enforce a remedy obligation despite such a determination by either the
Controlling Holder or the Trustee if, within thirty days of notification of the Certificateholders, (i) the Trustee receives written
direction to do so by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates and (ii) the Holders directing
the Trustee to enforce the remedy obligation agree to provide in advance to the Trustee funds to pay for any costs and expenses
incurred by that party and to provide any indemnification reasonably requested by the Trustee. In connection with any such action
against an Originator or the Seller, the Controlling Holder or the Trustee, as applicable, shall pursue reimbursement for its fees,
costs and expenses from such Originator under the terms of the related Purchase Agreement or from the Seller under the terms of
the Mortgage Loan Purchase and Sale Agreement, if directed to do so by the Certificateholders that provided such funds to the Trustee
as described above. If the Trustee recovers any such fees, costs and expenses, it will be obligated to pay such amounts to such
Certificateholders. To the extent not reimbursed by the originator or the seller, as applicable, or the applicable Certificateholders,
the Trustee shall be reimbursed by the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution
Amount.



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


 


Section 2.06Intention of Parties.


 


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


 


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


 


(b)           The
Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that,
if this Agreement were deemed to create a security interest in the Trust Fund, such security interest would be a perfected security
interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.  The
Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing
or filings to the Trustee.  Without limiting the generality of the foregoing, the Depositor shall prepare and forward
for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness
of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in the Trust Fund, including
without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by (A) any change of name of
the Seller, the Depositor or the Trustee, (B) any change of location of the Seller or the Depositor, or (C) any change under the
relevant UCC or other applicable laws.  Neither of the Seller nor the Depositor shall organize under the law of any jurisdiction
other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or
organizing under the laws of an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate
and intermediate transferee, including the Trustee.  Before effecting such change, the Seller or the Depositor proposing
to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or
other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the
Trustee, in the Mortgage Loans.  In connection with the transactions contemplated by this Agreement, each of the Seller
and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements,
any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph
(b).



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


 


(a)           [Reserved].


 


(b)           By its purchase of the applicable
Class of Subordinate Certificates, the Controlling Holder assumes the rights and all related responsibilities of the Trustee as
“Purchaser” under each Purchase Agreement and Servicing Agreement as set forth in the “Controlling Holder Rights”
section of each applicable Acknowledgement, and shall be entitled to exercise such rights in its sole discretion. The Depositor,
the Controlling Holder and each other Certificateholder, by its acceptance of any Certificate or any beneficial ownership interest
therein, each acknowledges and agrees that (i) the Controlling Holder may exercise such rights in such a manner that may not be
in the best interests of all of the Certificateholders, (ii) none of the Master Servicer, the Securities Administrator or the Trustee
shall have any liability with respect to any acts or omissions of the Controlling Holder in the exercise of such rights, and (iii)
none of the Master Servicer, the Securities Administrator or the Trustee shall have any duty or obligation to exercise any such
rights in the place or stead of the Controlling Holder (so long as there is a Controlling Holder) or to monitor or oversee the
exercise of any such rights by the Controlling Holder. The Controlling Holder agrees that it shall exercise its rights in such
a manner as will maximize returns to all Classes of Certificateholders taken as a whole.


 


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


 


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


 


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



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ARTICLE III



THE CERTIFICATES


 


Section 3.01The Certificates. 


 


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


 


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


 


(c)           The
Class B-4, Class B-5, Class R and Class LT-R Certificates are offered and sold in reliance on the exemption from registration under
Rule 144A under the Securities Act and shall be issued with the applicable legends set forth in Exhibit A. The Class B-4 and Class
B-5 Certificates shall be issued initially as Definitive Certificates and the Class R and Class LT-R Certificates shall be issued
only as Definitive Certificates.  


 


Section 3.02Registration. 


 


The Securities Administrator is hereby appointed,
and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar in respect of the Certificates
and shall maintain books for the registration and for the transfer of Certificates (the “Certificate Register”). 
A registration book shall be maintained for the Certificates collectively.  The Certificate Registrar may at any time
resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Depositor and the Master Servicer.
The Trustee may at any time remove the Certificate Registrar by giving written notice of such removal to such Certificate Registrar,
the Depositor and the Master Servicer. Upon receiving a notice of resignation or upon such a removal, the Trustee may appoint a
bank or trust company to act as successor certificate registrar, shall give written notice of such appointment to the Depositor
and the Master Servicer and shall mail notice of such appointment to all Holders of Certificates. Any successor certificate registrar
upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Certificate Registrar. The Certificate Registrar may appoint,
by a written instrument delivered to the Holders and the Master Servicer, any bank or trust company to act as co-registrar under
such conditions as the Certificate Registrar may prescribe; provided, however, that the Certificate Registrar shall not
be relieved of any of its duties or responsibilities hereunder by reason of such appointment.


 


Section 3.03Transfer and Exchange of
Certificates. 



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


 


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


 


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


 


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


 


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


 


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


 


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



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Notwithstanding the foregoing, no opinion
or certificate shall be required for the initial issuance of the ERISA-Restricted Certificates.  The Certificate Registrar
shall have no obligation to monitor transfers of Book-Entry Certificates that are ERISA-Restricted Certificates and shall have
no liability for transfers of such Certificates in violation of the transfer restrictions.  The Certificate Registrar
shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 3.03(d) and none of the Securities Administrator, the Trustee or the Paying Agent shall have any
liability for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such
Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance
with the foregoing requirements.  The Securities Administrator, on behalf of the Trustee, shall be entitled, but not
obligated, to recover from any Holder of any ERISA-Restricted Certificate that was in fact a Plan or a Person acting on behalf
of, or an entity holding “plan assets” of, a Plan any payments made on such ERISA-Restricted Certificate at and after
either such time.  Any such payments so recovered by the Securities Administrator shall be paid and delivered by the
Securities Administrator to the last preceding Holder of such Certificate that is not such a Plan or Person acting on behalf of,
or an entity holding “plan assets” of, a Plan.


 


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


 


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


 


(f)           Notwithstanding
anything to the contrary contained herein, no Residual Certificate may be owned, pledged or transferred, directly or indirectly,
by or to (i) a Disqualified Organization or (ii) an individual, corporation or partnership or other person unless such person is
(A) not a Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade
or business within the United States and has furnished the transferor and the Certificate Registrar with an effective Internal
Revenue Service Form W-8ECI or successor form at the time and in the manner required by the Code (any such person who is not covered
by clause (A) or (B) above is referred to herein as a “Non-permitted Foreign Holder”).


 


Prior to and as a condition of the registration
of any transfer, sale or other disposition of a Residual Certificate, the proposed transferee shall deliver to the Certificate
Registrar, on behalf of the Trustee, an affidavit in substantially the form attached hereto as Exhibit B representing and warranting,
among other things, that such transferee is neither a Disqualified Organization, an agent or nominee acting on behalf of a Disqualified
Organization, nor a Non-permitted Foreign Holder (any such transferee, a “Permitted Transferee”), and the proposed
transferor shall deliver to the Certificate Registrar an affidavit in substantially the form attached hereto as Exhibit C.  In
addition, the Certificate Registrar may (but shall have no obligation to) require, prior to and as a condition of any such transfer,
the delivery by the proposed transferee of an Opinion of Counsel, addressed to the Certificate Registrar and the Depositor, that
such proposed transferee or, if the proposed transferee is an agent or nominee, the proposed beneficial owner, is not a Disqualified
Organization, agent or nominee thereof, or a Non-permitted Foreign Holder.  Notwithstanding the registration in the Certificate
Register of any transfer, sale, or other disposition of a Residual Certificate to a Disqualified Organization, an agent or nominee
thereof, or Non-permitted Foreign Holder, such registration shall be deemed to be of no legal force or effect whatsoever and such
Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be a Certificateholder
for any purpose hereunder, including, but not limited to, the receipt of distributions on such Residual Certificate.  The
Depositor, the Certificate Registrar, the Trustee, the Securities Administrator and the Paying Agent shall be under no liability
to any Person for any registration or transfer of a Residual Certificate to a Disqualified Organization, agent or nominee thereof
or Non-permitted Foreign Holder or for the Paying Agent making any payments due on such Residual Certificate to the Holder thereof
or for taking any other action with respect to such Holder under the provisions of this Agreement, so long as the transfer was
effected in accordance with this Section 3.03(f), unless a Responsible Officer of the Certificate Registrar shall have actual knowledge
at the time of such transfer or the time of such payment or other action that the transferee is a Disqualified Organization, or
an agent or nominee thereof, or Non-permitted Foreign Holder.  The Certificate Registrar shall be entitled, but not obligated,
to recover from any Holder of a Residual Certificate that was a Disqualified Organization, agent or nominee thereof, or Non-permitted
Foreign Holder at the time it became a Holder or any subsequent time it became a Disqualified Organization, agent or nominee thereof,
or Non-permitted Foreign Holder, all payments made on such Residual Certificate at and after either such times (and all costs and
expenses, including but not limited to attorneys’ fees, incurred in connection therewith).  Any payment (not including
any such costs and expenses) so recovered by the Certificate Registrar shall be paid and delivered to the last preceding Holder
of such Residual Certificate.



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If any purported transferee shall become
a registered Holder of a Residual Certificate in violation of the provisions of this Section 3.03(f), then upon receipt by the
Certificate Registrar of written notice that the registration of transfer of such Residual Certificate was not in fact permitted
by this Section 3.03(f), the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive
to the date of such registration of transfer of such Residual Certificate.  The Depositor, the Certificate Registrar,
the Securities Administrator, the Trustee and the Paying Agent shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this Section 3.03(f), or for the Paying Agent making any payment
due on such Certificate to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions
of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of
this Section 3.03(f).


 


The following legend shall appear on all Residual
Certificates:


 


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



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


 


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


 


Section 3.04Cancellation of Certificates. 


 


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


 


Section 3.05Replacement of Certificates. 


 


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


 


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



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Section 3.06Persons Deemed Owners. 


 


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


 


Section 3.07Temporary Certificates. 


 


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


 


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


 


Section 3.08Appointment of Paying Agent. 


 


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


 


Section 3.09Book-Entry Certificates. 


 


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



    	44



    	 



    

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


 


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


 


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


 


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


 


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


 


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


 



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ARTICLE IV



ADMINISTRATION OF THE TRUST FUND


 


Section 4.01Custodial Accounts; Distribution
Account. 


 


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


 


(b)           The
Securities Administrator, as Paying Agent for the Trustee, shall establish and maintain an Eligible Account entitled “Distribution
Account of U.S. Bank National Association, as Trustee for the benefit of Sequoia Mortgage Trust 2012-2 Holders of Mortgage Pass-Through
Certificates.”  The Securities Administrator shall hold the Distribution Account and all money and other property
therein in trust for the benefit of the Certificateholders. The Securities Administrator shall, promptly upon receipt from the
Servicers on each Servicer Remittance Date, deposit into the Distribution Account and retain on deposit until the related Distribution
Date the following amounts:


 


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


 


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


 


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


 


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


 


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


 


(e)          Funds
in the Distribution Account for the period from each Servicer Remittance Date to the related Distribution Date shall, if invested,
be invested in Eligible Investments selected by the Securities Administrator, which shall mature not later than the Distribution
Date and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall
be made in the name of the Trustee in trust for the benefit of the Trustee and Holders of the Sequoia Mortgage Trust 2012-2 Certificates.
All income and gain realized from any Eligible Investment in the Distribution Account shall be compensation to the Securities Administrator.
The Securities Administrator shall deposit the amount of any losses incurred in respect of any such investments out of its own
funds, without any right of reimbursement therefor, immediately as realized.



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Section 4.02Reports to Trustee and Certificateholders. 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)           the
aggregate Substitution Amount and the aggregate Repurchase Price deposited into the Distribution Account with respect to the Mortgage
Loans , which information may be presented in a footnote;


 


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


 


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


 


(j)             the amount of the Master Servicing Fee and the Servicing Fee paid to or retained by the Master Servicer and each Servicer,
respectively, and the amount of any fees paid to the Securities Administrator, Custodian and the Trustee;


 


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


 


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



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(y)            the amount of any Subsequent Recoveries;


 


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


 


(aa)           the amounts of any Master Servicer
Compensating Interest Payments and Servicer Compensating Interest Payments for such Distribution Date;


 


(bb)          whether the Step-Down Test has been
satisfied for such Distribution Date; and


 


(cc)           the status and outcome of the Mortgage
Loan review conducted pursuant to Section 2.05(b).


 


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



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In addition to the information listed above,
such Distribution Date Statement shall also include such other information as is required to be reported on Form 10-D by Item 1121(a)
and (b) (§229.1121) of Regulation AB.


 


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


 


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


 


Upon the reasonable advance written request
of any Certificateholder that is a savings and loan, bank or insurance company (which request, if received by the Trustee or the
Certificate Registrar, shall be promptly forwarded to the Securities Administrator), the Securities Administrator shall provide,
or cause to be provided (or, to the extent that such information or documentation is not required to be provided by a Servicer
under the applicable Servicing Agreement, shall use reasonable efforts to obtain such information and documentation from such Servicer,
and provide) to such Certificateholders such reports and access to information and documentation regarding the Mortgage Loans as
such Certificateholders may reasonably deem necessary to comply with applicable regulations of the Office of Thrift Supervision
or its successor or other regulatory authorities with respect to an investment in the Certificates; provided, however, that
(i) such Certificateholders shall pay in advance for the Securities Administrator’s actual expenses incurred in providing
such reports and access and such expenses shall not be paid by the Trust Fund and (ii) the Securities Administrator shall provide
such information and documentation only to the extent that the Securities Administrator would not be in violation of any applicable
privacy laws.


 


Section 4.03Rule 17g-5 Compliance.


 


(a)           The Rule 17g-5 Information Provider
shall, upon receipt of an NRSRO certification in the form of Exhibit O, make available on its Rule 17g-5 Website solely to the
Depositor, each Rating Agency and to any NRSRO the following items, but only to the extent such items are delivered to it by electronic
mail to rmbs17g5informationprovider@wellsfargo.com, specifically with a subject reference of “SEMT 2012-2” and an identification
of the type of information being provided in the body of such notice, or any other delivery method established or approved by the
Rule 17g-5 Information Provider if or as may be necessary or beneficial, :


 


		(i)	any Rating Agency Information provided to the Rule 17g-5 Information Provider in accordance with Sections 6.06, 6.07, 6.14,
9.01, 9.02, 11.03 and 11.12 of this Agreement, as well as reports prepared in accordance with Sections 6.21, 6.22, 6.23 and 6.24
(provided that the Rule 17g-5 Information Provider shall not be required to post to its Rule 17g-5 Website any such information
previously posted to and available on the Securities Administrator’s website);




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		(ii)	any notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to this Agreement;
and



 


		(iii)	a summary of any oral conversation with a Rating Agency regarding any Mortgage Loan, any Mortgaged Property or any REO Property,
to the extent required to be provided pursuant to Rule 17g-5.



 


The foregoing information shall be made available by the Rule
17g-5 Information Provider on its Rule 17g-5 Website. Such information shall be posted to the Rule 17g-5 Website on the same Business
Day as it is received, provided that such information is received by 12:00 p.m. (eastern time) or, if received after 12:00 p.m.,
on the next Business Day. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise
determine whether the information being delivered is accurate, complete, conforms to the requirements of this Agreement, or otherwise
is or is not anything other than what it purports to be. The Rule 17g-5 Information Provider shall not be deemed to have obtained
actual knowledge of any information by virtue of the receipt and posting of such information to the Rule 17g-5 Website. Further,
notwithstanding anything to the contrary herein, in the event the Depositor determines that any information previously posted to
the Rule 17g-5 Website should not have been posted thereto pursuant to the terms of this Agreement, the Depositor shall direct
the Rule 17g-5 Information Provider in writing to remove such information from the Rule 17g-5 Website, such written notice to specify
the information to be so removed. The Rule 17g-5 Information Provider (i) shall have no obligation or duty to verify, confirm or
otherwise determine the accuracy of the information contained in such written direction, (ii) shall be entitled to rely fully upon
such written direction and (iii) shall not be held liable in connection with removing any such information from the Rule 17g-5
Website upon the receipt of such written direction.


 


The Rule 17g-5 Information
Provider shall provide a mechanism to notify any party that has submitted an NRSRO Certification each time the Rule 17g-5 Information
Provider posts an additional document to the Rule 17g-5 Website.


 


In connection with providing access to the
Rule 17g-5 Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5
Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes
no representations or warranties as to the accuracy or completeness of such information being made available, has no obligation
to review such information, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be
liable for its failure to make any information available to each Rating Agency or NRSROs unless such information was delivered
to the Rule 17g-5 Information Provider at the email address specified in writing to the Depositor, with a subject heading of “SEMT
2012-2” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Website.


 


If any NRSRO that has previously submitted
an NRSRO Certification and whose NRSRO Certification has been accepted, notifies the Rule 17g-5 Information Provider that it is
unable to access information posted to the Rule 17g-5 Website and such access issue is determined to be the result of a problem
with the Rule 17g-5 Website, if such access issue is not resolved within one Business Day of such determination, the Rule 17g-5
Information Provider shall so notify the Depositor.


 


(b)           Each of the Master Servicer and the
Trustee hereby agrees that, except as otherwise expressly permitted herein, it shall not communicate with (including verbally)
or provide information to a Rating Agency without the prior consent of and consultation with the Depositor, and that any permitted
communication by it to a Rating Agency will be made by it only in the manner prescribed by the procedures established by the Depositor
to ensure compliance with Rule 17g-5 under the Exchange Act, including to the extent set forth herein, providing any such communications
to the Depositor for posting on the Rule 17g-5 Website pursuant to this Section 4.03 prior to communicating with such Rating Agency.



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Section 4.04Rule 15Ga-1 Compliance. 


 


(a)           To
the extent a Responsible Officer of the Master Servicer receives a demand for the repurchase or substitution of a Mortgage Loan
based on a breach of a representation or warranty made by the Seller or the Originator of such Mortgage Loan (each, a “Demand”),
the Master Servicer agrees (i) if such Demand is in writing, promptly to forward such Demand to the Trustee, and (ii) if such Demand
is oral, to instruct the requesting party to submit such Demand in writing to the Trustee. To the extent a Responsible Officer
of the Trustee receives a Demand, it shall provide the Depositor with prompt written notice of such Demand.


 


(b)           In connection with the repurchase
or substitution of a Mortgage Loan pursuant to a Demand, any dispute with respect to a Demand, or the withdrawal or final rejection
of a Demand (i) the Master Servicer agrees, to the extent a Responsible Officer of the Master Servicer has actual knowledge thereof,
promptly to notify the Trustee in writing, and (ii) the Trustee agrees, to the extent a Responsible Officer of the Trustee has
actual knowledge thereof, promptly to notify the Depositor in writing.


 


(c)           To the extent in its possession,
the Trustee shall provide the Depositor with any applicable information required under Rule 15Ga-1 of the Exchange Act (the “Rule
15Ga-1 Information”) in a timely manner so as to enable the Depositor to meet its reporting obligations under Rule 15Ga-1.
The Depositor shall be entitled conclusively to rely on the Rule 15Ga-1 Information provided to it by the Trustee in connection
with the compilation by the Depositor of the Rule 15Ga-1 Information required to be reported on Form 10-D. For the avoidance of
doubt, the Depositor shall have sole responsibility for compiling the Rule 15Ga-1 Information required to be reported on Form 10-D,
and the Securities Administrator shall be entitled conclusively to rely on any Rule 15Ga-1 Information provided to it by the Depositor
for inclusion on each Form 10-D.


 


ARTICLE V



DISTRIBUTIONS TO HOLDERS OF CERTIFICATES


 


Section 5.01Distributions Generally. 


 


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



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


 


Section 5.02Distributions From the Distribution
Account.


 


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


 


(i)          to
the Senior Certificates, pro rata, such Class’ Interest Distribution Amount and any accrued but unpaid Interest Shortfalls,
in each case, for such Class on such date;


 


(ii)          to
the Class A-1, Class A-2 and Class A-3 Certificates, the Senior Principal Distribution Amount, concurrently as follows:


 


		(A)	to the Class A-1 Certificates, a pro rata portion of the Senior Principal Distribution Amount based upon the aggregate of the
Class Principal Amounts of the Class A-1, Class A-2 and Class A-3 Certificates, until its Class Principal Amount has been reduced
to zero; and



 


		(B)	to the Class A-2 and Class A-3 Certificates, the remaining portion of the Senior Principal Distribution Amount after the allocation
to the Class A-1 Certificates pursuant to subclause (A), sequentially in that order, until their Class Principal Amounts have been
reduced to zero;



  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



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(xi)        
 to the Class B-5 Certificates, the Interest Distribution Amount and any accrued but unpaid Interest Shortfalls, in each case,
for such Class on such date;


 


(xii)         to
the Class B-5 Certificates, such Class’ Subordinate Class Percentage of the Subordinate Principal Distribution Amount, until
its Class Principal Amount has been reduced to zero; and         


 


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


  


(b)           On each Distribution Date on and
after the Credit Support Depletion Date, the Senior Principal Distribution Amount shall be distributed to the Senior Certificates
(other than the Class A-IO Certificates) pro rata in accordance with their respective Class Principal Amounts.


 


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


 


(d)           Amounts distributed to the
Residual Certificates pursuant to Section 5.02(a)(xiii) on any Distribution Date shall be allocated among the REMIC residual interests
represented thereby such that each such interest is allocated the excess of funds available to the related REMIC over required
distributions to the regular interests in such REMIC on such Distribution Date; provided, however, that the Class LT-R Certificate
shall be entitled to any amounts representing net gain resulting from the sale of any REO Properties or other Liquidation Proceeds
due to the Residual Certificates with respect to the Mortgage Loans.


 


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


 


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


 


Section 5.03Allocation of Losses.


 


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


 


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


 


first, to the Classes of
Subordinate Certificates in reverse order of their respective numerical Class designations (beginning with the Class B-5 Certificates
and ending with the Class B-1 Certificates) until the Class Principal Amount of each such Class is reduced to zero; and


 


second, to the Class A-1,
Class A-2 and Class A-3 Certificates, pro rata, until their respective Class Principal Amounts have been reduced to zero.



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(c)           On
each Distribution Date, the Class Principal Amount of the Class of Subordinate Certificates then outstanding with the highest numerical
Class designation shall be reduced on each Distribution Date by the Certificate Writedown Amount and if no Subordinate Certificates
are then outstanding the Class Principal Amounts of the Class A-1, Class A-2 and Class A-3 Certificates shall be reduced, pro rata
in accordance with their respective Class Principal Amounts, by the Certificate Writedown Amount.


 


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


 


(e)           Subsequent
Recoveries in respect of the Mortgage Loans shall be distributed to the Certificates still outstanding, in accordance with Section
5.02, and the Class Principal Amount of each Class of Certificates then outstanding that has been reduced due to application of
a Certificate Writedown Amount or Realized Loss will be increased, in order of seniority, and pro rata in accordance with their
respective Class Principal Amounts in the case of the Senior Certificates (other than the Class A-IO Certificates), by the amount
of such Subsequent Recovery.


 


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


 


(g)           Any Class of Certificates or Lower-Tier
Interest whose Class Principal Amount has been reduced to zero due to the allocation of Realized Losses will nonetheless remain
outstanding under this Agreement and will continue to be entitled to receive Subsequent Recoveries until the termination of the
Trust Fund; provided, however, that no such Class of Certificates will have voting rights with respect to matters under this Agreement
requiring or permitting actions to be taken by any Certificateholders.


 


Section 5.04Servicer Obligations.


 


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


 


Section 5.05Advances by Master Servicer.


 


If any Servicer (other than Cenlar FSB)
or the Servicing Administrator fails to remit any Advance required to be funded under the applicable Servicing Agreement, the Master
Servicer shall itself fund, or shall cause the successor Servicer or successor Servicing Administrator to fund, such Advance. If
the Master Servicer determines that an Advance is required, it shall on the Business Day preceding the related Distribution Date
immediately following such Determination Date remit to the Securities Administrator from its own funds (or funds advanced by the
applicable Servicer or the Servicing Administrator) for deposit in the Distribution Account immediately available funds in an amount
equal to such Advance. The Master Servicer, each Servicer (other than Cenlar FSB) and the Servicing Administrator shall be entitled
to be reimbursed for all Advances funded by it. Notwithstanding anything to the contrary herein, in the event the Master Servicer
determines in its reasonable judgment that an Advance is nonrecoverable, the Master Servicer shall be under no obligation to make
such Advance. If the Master Servicer determines that an Advance is nonrecoverable, it shall, on or prior to the related Distribution
Date, deliver an Officer’s Certificate to the Trustee to such effect.



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Section 5.06Master Servicer Compensating
Interest Payments.


 


The amount of the aggregate Master Servicing
Fees payable to the Master Servicer in respect of any Distribution Date shall be reduced (but not below zero) by the amount of
any Master Servicer Compensating Interest Payment for such Distribution Date. Such amount shall not be treated as an Advance and
shall not be reimbursable to the Master Servicer.


 


 


ARTICLE VI



CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT


 


Section 6.01Duties of Trustee and the
Securities Administrator. 


 


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


 


(b)           Each
of the Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Securities Administrator, as applicable, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that neither the Trustee nor the Securities Administrator shall be responsible
for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument
furnished to the Trustee or the Securities Administrator pursuant to this Agreement and shall not be required to recalculate or
verify any numerical information furnished to the Trustee or the Securities Administrator pursuant this Agreement.  Subject
to the immediately preceding sentence, if any such resolution, certificate, statement, opinion, report, document, order or other
instrument is found not to conform to the form required by this Agreement in a material manner the Trustee or the Securities Administrator,
as applicable, shall take such action as it deems appropriate to cause the instrument to be corrected, and if the instrument is
not corrected to the Trustee’s or the Securities Administrator’s satisfaction, the Trustee or the Securities Administrator,
as applicable, will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders
pursuant to Sections 6.02(d) and 6.02(f).


 


(c)           None
of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall have any liability arising out
of or in connection with this Agreement, except for its negligence or willful misconduct. No provision of this Agreement shall
be construed to relieve the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:


 


(i)          The
Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates as provided in Section 6.18 hereof;



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(ii)          For
all purposes under this Agreement, the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Holders of the Certificates and this
Agreement;


 


(iii)          For all purposes under this Agreement,
except when the Master Servicer is the Securities Administrator, the Securities Administrator shall not be deemed to have notice
of any Event of Default (other than resulting from a failure by the Master Servicer to furnish information to the Securities Administrator
or payment on a Distribution Date when required to do so) unless a Responsible Officer of the Securities Administrator has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Securities Administrator
at the at the address provided in Section 11.07, and such notice references the Holders of the Certificates and this Agreement;


 


(iv)          No
provision of this Agreement shall require the Trustee or the Securities Administrator (regardless of the capacity in which it is
acting) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it; and none of the provisions contained in this
Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be responsible for the manner of
performance of, any of the obligations of the Depositor, the Master Servicer or any other Person under this Agreement, the Servicing
Agreements or the Custodial Agreement; and


 


(v)           None
of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be responsible for any act or
omission of the Master Servicer (other than, in the case of the Securities Administrator, as provided in the next sentence), the
Depositor, the Seller, the Servicers, the Custodian or the Controlling Holder. If the Master Servicer is the Securities Administrator,
the Securities Administrator shall be responsible for any act or omission of the Master Servicer.


 


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


 


(e)           None
of the Trustee, the Securities Administrator or the Master Servicer shall be personally liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of the Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, the Securities Administrator or the Master Servicer or exercising
any trust or power conferred upon the Trustee, the Securities Administrator or the Master Servicer under this Agreement.


 


(f)           Neither
the Trustee nor the Securities Administrator shall be required to perform services under this Agreement, or to expend or risk its
own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its
rights or powers if there is reasonable ground for believing that the timely payment of its fees and expenses or the repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be responsible
for the manner of performance of, any of the obligations of the Master Servicer or any Servicer under this Agreement or any Servicing
Agreement except, with respect to the Master Servicer, during such time, if any, as the Trustee shall be the successor to, and
be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.



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(g)           Except
as otherwise provided herein, neither the Trustee nor the Securities Administrator shall have any duty (A) to record, file, or
deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security
interest, or to maintain any such recording or filing or depositing or to undertake any rerecording, refiling or redepositing of
any thereof, (B) to procure or maintain any insurance, (C) to pay or discharge any tax, assessment, or other governmental charge
or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the
Master Servicer or any Servicer delivered to the Trustee or the Securities Administrator pursuant to this Agreement or any Servicing
Agreement believed by the Trustee or the Securities Administrator, as applicable, to be genuine and to have been signed or presented
by the proper party or parties.


 


(h)          None
of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar shall be liable in its individual capacity
for an error of judgment made in good faith by a Responsible Officer or other officers of the Trustee, the Securities Administrator,
the Paying Agent or the Certificate Registrar, as applicable, unless it shall be proved that the Trustee, the Securities Administrator,
the Paying Agent or the Certificate Registrar, as applicable, was negligent in ascertaining the pertinent facts.


 


(i)           Notwithstanding
anything in this Agreement to the contrary, none of the Trustee, the Securities Administrator, the Paying Agent or the Certificate
Registrar shall be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited
to, lost profits), even if the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as applicable,
has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


(j)           Neither the Trustee nor the Securities
Administrator (regardless of the capacity in which it is acting) shall be responsible for the acts or omissions of the other, it
being understood that this Agreement shall not be construed to render them agents of one another.


 


(k)          The duties and obligations of the
Trustee, the Securities Administrator, the Paying Agent and the Certificate Registrar shall be determined solely by the express
provisions of this Agreement, none of the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar
shall be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trustee, the Securities Administrator, the Paying Agent
or the Certificate Registrar and, in the absence of bad faith on the part of the Trustee, the Securities Administrator, the Paying
Agent or the Certificate Registrar, the Trustee, the Securities Administrator, the Paying Agent or the Certificate Registrar, as
applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to such party that conform to the requirements of this Agreement.


  


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


 


Except as otherwise provided in Section
6.01:


 


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



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(b)           Each
of the Trustee and the Securities Administrator may consult with counsel and any advice of its counsel or Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;


 


(c)           Neither
the Trustee nor the Securities Administrator shall be personally liable for any action taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


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


 


(e)           Each
of the Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, custodians or attorneys, which agents, custodians or attorneys shall have any and all
of the rights, powers, duties and obligations of the Trustee and the Securities Administrator conferred on them by such appointment;
provided that each of the Trustee and the Securities Administrator shall continue to be responsible for its duties and obligations
hereunder to the extent provided herein; provided further that the Trustee shall not be responsible for the duties and obligations
of Wells Fargo Bank, N.A. in its capacity as any of the Custodian, the Paying Agent, the Authenticating Agent, the Securities Administrator
or the Certificate Registrar under this Agreement or the Custodial Agreement, as applicable;


 


(f)           Neither
the Trustee nor the Securities Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement, and the Trustee shall not be under any obligation to institute, conduct or defend any litigation hereunder or
in relation hereto, in each case at the request, order or direction of any of the Certificateholders pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Securities Administrator, as applicable,
security or indemnity reasonably satisfactory to the Trustee or the Securities Administrator against the costs, expenses and liabilities
which may be incurred therein or thereby;


 


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


 


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


 


(i)            Neither
the Trustee nor the Securities Administrator shall have any duty to conduct any affirmative investigation (including, but not limited
to, reviewing any reports delivered to the Trustee in connection with the review of the Trustee Mortgage Files) as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan pursuant to this Agreement, the Mortgage Loan Purchase and Sale
Agreement, the Purchase Agreements or the Servicing Agreements, as applicable, or the eligibility of any Mortgage Loan for purposes
of this Agreement including, without limitation, whether any mortgage loan is a Qualified Substitute Mortgage Loan, except as set
forth in Section 2.05 with respect to the Trustee.



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


 


Section 6.03Trustee and Securities Administrator
Not Liable for Certificates.


 


The Trustee and the Securities Administrator
make no representations as to the validity or sufficiency of this Agreement, the Custodial Agreement, the Purchase Agreements,
the Servicing Agreements, the Mortgage Loan Purchase and Sale Agreement or the Certificates (other than the certificate of authentication
on the Certificates) or of any Mortgage Loan or related document, save that the Trustee and the Securities Administrator represent
that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered
by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability
may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding
in equity or at law.  The recitals contained herein and in the Certificates (other than the signature of the Trustee on the
Certificates and the acknowledgements of the Trustee contained in Article II) shall not be taken as the statements of the Trustee
and the Trustee does not assume any responsibility for their correctness. Neither the Trustee nor the Securities Administrator
shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates,
or of funds paid to the Depositor in consideration of the sale of the Mortgage Loans to the Trustee by the Depositor or for the
use or application of any funds deposited into the Distribution Account or any other fund or account maintained with respect to
the Certificates.  Neither the Trustee nor the Securities Administrator shall be responsible for the legality or validity
of this Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates issued or intended
to be issued hereunder.  Neither the Trustee nor the Securities Administrator shall have any responsibility for filing
any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to record this Agreement.


 


Section 6.04Trustee and Securities Administrator
May Own Certificates. 


 


Each of the Trustee and the Securities Administrator
(and any Affiliate or agent of either of them) in its individual or any other capacity may become the owner or pledgee of Certificates
and may transact banking and trust business with the other parties hereto and their Affiliates with the same rights it would have
if it were not Trustee, Securities Administrator or such Affiliate or agent, as applicable.


 


Section 6.05Eligibility Requirements
for Trustee and Securities Administrator. 


 


The Trustee hereunder shall at all times
(i) be an institution insured by the FDIC, (ii) be a corporation or national banking association, organized and doing business
under the laws of any State or the United States of America, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority
and (iii) not be an Affiliate of the Master Servicer, any Servicer or the Servicing Administrator.  If such corporation
or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such
corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  In case at any time the Trustee shall cease to be eligible in accordance with provisions
of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.06.



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


     


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


 


(a)           Each
of the Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving
60 days’ written notice thereof to the Trustee or the Securities Administrator, as applicable, the Depositor and the Master
Servicer.  Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or a successor
securities administrator, as applicable, by written instrument, one copy of which instrument shall be delivered to the resigning
Trustee or resigning Securities Administrator, as applicable, one copy to the successor trustee or successor securities administrator,
as applicable, and one copy to the Master Servicer.  If no successor trustee or successor securities administrator shall
have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Trustee or resigning Securities Administrator, as applicable, may petition any court of competent jurisdiction for the appointment
of a successor trustee or successor securities administrator, as applicable.  In the case of any such resignation by
the Securities Administrator, if no successor securities administrator shall have been appointed and shall have accepted appointment
within 60 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 6.06,
then the Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement and shall be entitled to the
fees of the Securities Administrator for so long as the Trustee performs such duties; provided, however, that the Trustee
may engage a qualified entity to perform the duties of the Securities Administrator under Sections 6.21, 6.22, 6.23, 6.24
and 11.16 of this Agreement. The successor trustee shall notify each Rating Agency through the Rule 17g-5 Information Provider,
the Servicers, the Servicing Administrator and the Master Servicer of any change of Trustee and the successor securities administrator
shall notify each Rating Agency through the Rule 17g-5 Information Provider, the Servicers, the Servicing Administrator and the
Master Servicer of any change of Securities Administrator.


 


(b)           If
at any time any of the following events shall occur: (i) the Trustee or the Securities Administrator ceases to be eligible in accordance
with the provisions of Section 6.05 and fails to resign after written request therefor by the Depositor, (ii) the Securities Administrator
fails to perform its obligations pursuant to Section 5.02 to make distributions to Certificateholders, which failure continues
unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the
Securities Administrator by the Trustee or the Depositor, (iii) the Securities Administrator fails to provide a Back-up Certificate,
Assessment of Compliance or an Accountant’s Attestation required under Sections 6.21, 6.23 and 6.24, respectively, by March
15 of each year in which Exchange Act reports are required, (iv) the Trustee or the Securities Administrator becomes incapable
of acting, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator of its property
is appointed, or any public officer takes charge or control of the Trustee or the Securities Administrator or of the property or
affairs of either for the purpose of rehabilitation, conservation or liquidation, (v) a tax is imposed or threatened with respect
to the Trust Fund by any state in which the Trustee or the Trust Fund held by the Trustee is located, or (vi) the continued use
of the Trustee or the Securities Administrator would result in a downgrading of the rating by a Rating Agency of any Class of Certificates
with a rating; then, in each such case, the Depositor shall remove the Trustee or the Securities Administrator, as applicable,
and the Depositor shall appoint a successor trustee or successor securities administrator, as applicable, by written instrument,
one copy of which instrument shall be delivered to the Trustee or Securities Administrator so removed, one copy to the successor
trustee or successor securities administrator, as applicable, and one copy to the Master Servicer. If the same Person is acting
as both the Securities Administrator and the Master Servicer, then the Depositor shall direct the Trustee to remove the Master
Servicer in accordance with the provisions of Section 6.14, and the Trustee promptly upon such direction shall remove the Master
Servicer in accordance therewith.



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(c)           The
Holders of more than 50% of the Class Principal Amount (or Percentage Interest) of each Class of Certificates may at any time upon
30 days’ written notice to the Trustee or the Securities Administrator, as applicable, and to the Depositor remove the Trustee
or the Securities Administrator, as applicable, by such written instrument, signed by such Holders or their attorney-in-fact duly
authorized, one copy of which instrument shall be delivered to the Depositor, one copy to the Trustee or Securities Administrator,
as applicable, and one copy to the Master Servicer. The Depositor shall thereupon appoint a successor trustee or successor securities
administrator, as applicable, in accordance with this Section.


 


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


 


Section 6.07Successor Trustee and Successor
Securities Administrator. 


 


(a)           Any
successor trustee or successor securities administrator appointed as provided in Section 6.06 shall execute, acknowledge and deliver
to the Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator,
as applicable, shall become effective and such successor trustee or successor securities administrator, as applicable, without
any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee or securities administrator, as applicable, herein.  The
predecessor trustee shall deliver to the successor trustee (or assign to the Trustee its interest under the Custodial Agreement,
to the extent permitted thereunder), all Trustee Mortgage Files and documents and statements related to each Trustee Mortgage File
held by it hereunder, the predecessor trustee shall duly assign, transfer, deliver and pay over to the successor trustee the entire
Trust Fund, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to
effect such transfer and the predecessor trustee or the predecessor securities administrator, as applicable, shall deliver such
of the records or copies thereof maintained by the predecessor trustee or predecessor securities administrator, as applicable,
in the administration hereof as may be requested by the successor trustee and shall thereupon be discharged from all duties and
responsibilities under this Agreement.  In addition, the Depositor and the predecessor trustee or predecessor securities
administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee or successor securities administrator, as applicable, all
such rights, powers, duties and obligations. The predecessor securities administrator shall also deliver to the Depositor the Back-up
Certificate with respect to the portion of the calendar year in which the predecessor securities administrator acted as Securities
Administrator hereunder.


 


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


 


(c)           Upon
acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section
6.07, the predecessor trustee or predecessor securities administrator, as applicable, shall mail notice of the succession of such
trustee or securities administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register and to each Rating Agency through the Rule 17g-5 Information Provider.  The expenses of such mailing
shall be borne by the the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has
been removed without cause, such expenses will be borne by the Trust Fund.


 


Section 6.08Merger or Consolidation
of Trustee or Securities Administrator. 



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Any Person into which the Trustee or Securities
Administrator may be merged or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation
to which the Trustee or Securities Administrator shall be a party, or any Persons succeeding to the corporate trust business of
the Trustee or Securities Administrator, shall be the successor to the Trustee or Securities Administrator hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding,
provided that such Person shall be eligible under the applicable provisions of Section 6.05.


 


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


 


(a)           Notwithstanding
any other provisions hereof, at any time, the Trustee, the Depositor or the Certificateholders evidencing more than 50% of the
Class Principal Amount (or Percentage Interest) of every Class of Certificates shall have the power from time to time
to appoint one or more Persons, approved by the Trustee, to act either as co-trustees jointly with the Trustee, or as separate
trustees, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage
Loan outside the state where the Trustee has its principal place of business where such separate trustee or co-trustee is necessary
or advisable (or the Trustee has been advised by the Master Servicer that such separate trustee or co-trustee is necessary or advisable)
under the laws of any state in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming
to any legal requirement, restriction or condition in any state in which a property securing a Mortgage Loan is located or in any
state in which any portion of the Trust Fund is located.  The separate trustees, co-trustees, or custodians so appointed
shall be trustees or custodians for the benefit of all the Certificateholders and shall have such powers, rights and remedies as
shall be specified in the instrument of appointment; provided, however, that no such appointment shall, or shall be deemed
to, constitute the appointee an agent of the Trustee.  The obligation of the Master Servicer to make Advances pursuant
to Section 5.05 hereof shall not be affected or assigned by the appointment of a co-trustee.


 


(b)           Every
separate trustee, co-trustee, and custodian shall, to the extent permitted by law, be appointed and act subject to the following
provisions and conditions:


 


(i)           all
powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;


 


(ii)           all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee, co-trustee, or custodian jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations, including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction, shall be exercised and performed by such separate trustee, co-trustee, or
custodian;


 


(iii)           no
trustee or custodian hereunder shall be personally liable by reason of any act or omission of any other trustee or custodian hereunder;
and


 


(iv)           the
Trustee may at any time, by an instrument in writing executed by it, with the concurrence of the Depositor, accept the resignation
of or remove any separate trustee, co-trustee or custodian, so appointed by it or them, if such resignation or removal does not
violate the other terms of this Agreement.


 


(c)           Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee, co-trustee
or custodian shall refer to this Agreement and the conditions of this Article VI.  Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee.  Every such instrument shall be filed with the Trustee and a copy given to the Master Servicer.



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(d)           Any
separate trustee, co-trustee or custodian may, at any time, constitute the Trustee, its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name.  If any separate trustee, co-trustee or custodian shall die, become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.


 


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


 


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


 


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


 


Section 6.10Authenticating Agents. 


 


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


 


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


 


(c)           Any
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee
and the Depositor.  The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and the Depositor.  Upon receiving a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 6.10, the Trustee may appoint a successor authenticating agent, shall give written notice of such appointment to the Depositor
and shall mail notice of such appointment to all Holders of Certificates.  Any successor authenticating agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent.  No successor authenticating agent shall be appointed
unless eligible under the provisions of this Section 6.10.  No Authenticating Agent shall have responsibility or liability
for any action taken by it as such at the direction of the Trustee or in accordance with the provisions of this Agreement.



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Section 6.11Indemnification of the Trustee,
the Securities Administrator and the Master Servicer. 


 


Subject to the limitations described in
clause (C) of the definition of Available Distribution Amount, U.S. Bank National Association, both in its individual capacity
and in its capacity as Trustee hereunder, and Wells Fargo Bank, N.A., both in its individual capacity and in its capacities as
Securities Administrator, Certificate Registrar, Paying Agent, Authenticating Agent and Master Servicer hereunder, and each of
their respective directors, officers, employees and agents shall be indemnified and held harmless by, and entitled to reimbursement
from, the Trust Fund for any claim, loss, liability, damage, cost or expense, including without limitation any reasonable legal
fees and expenses and any extraordinary or unanticipated expense, incurred or expended (without negligence or willful misconduct
on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting
for itself or themselves or for the sake of the Trust Fund any legal proceeding, whether pending or threatened, that is related
directly or indirectly in any way to the Trust Fund, this Agreement, the Purchase Agreements, the Servicing Agreements, the Mortgage
Loan Purchase and Sale Agreement, the Custodial Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates
(including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b)
the acceptance or administration of the trusts created hereunder, (c) the performance or exercise or the lack of performance or
exercise of any or all of its or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation
(i) complying with any new or updated laws or regulations directly related to the performance by the Trustee, the Securities
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, of its
obligations under this Agreement and (ii) addressing any bankruptcy in any way related to or affecting this Agreement, the Purchase
Agreements, the Servicing Agreements, the Custodial Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such
agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside U.S.
Bank National Association (in the case of U.S. Bank National Association personnel, such costs to be calculated using standard
market rates), in the case of the Trustee, or Wells Fargo Bank, N.A. (in the case of Wells Fargo Bank, N.A. personnel, such costs
to be calculated using standard market rates), in the case of the Master Servicer and the Securities Administrator. As of the Startup
Day, no such indemnifications or expense reimbursements are expected to be paid from the Trust Fund and it is intended that if
such payments are ever made that they be characterized for purposes of the REMIC Provisions as "unanticipated expenses"
within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii).


 


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


 


(i)            the Trustee, the Securities Administrator,
the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, shall give the Depositor
written notice thereof promptly after the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent, the
Authenticating Agent or the Master Servicer as applicable, shall have knowledge thereof; provided that failure of the Trustee,
the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer, as
applicable, to provide such written notice shall not relieve the Trust Fund of the obligation to indemnify the Trustee, the Securities
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer as applicable, under
this Section 6.11;


 


(ii)           while
maintaining control over its own defense, the Trustee, the Securities Administrator, the Certificate Registrar, the Paying Agent,
the Authenticating Agent or the Master Servicer as applicable, shall cooperate and consult fully with the Depositor in preparing
such defense; and


 


(iii)           notwithstanding
anything to the contrary in this Section 6.11, the Trust Fund shall not be liable for settlement of any such claim by the Trustee,
the Securities Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer, as
applicable, entered into without the prior consent of the Depositor, which consent shall not be unreasonably withheld.



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The indemnification obligations set forth
in this Section shall survive the discharge of this Agreement and the termination or resignation of the Trustee, the Securities
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer, as applicable.


 


Section 6.12Fees and Expenses of the
Securities Administrator, the Certificate Registrar, the Paying Agent, Authenticating Agent, the Trustee and the Custodian. 


 


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


 


(b)As compensation for its services
hereunder, the Trustee shall be entitled to receive a Trustee fee equal to $6,000 per annum, which shall be paid by the Master
Servicer pursuant to a separate agreement between the Trustee and the Master Servicer. Each successor master servicer and each
successor trustee hereby agree to be bound by the terms of such agreement. Any costs and expenses incurred by the Trustee shall
be reimbursed in accordance with Section 6.11.


 


(c)The Master Servicer shall pay, from
the Master Servicing Fee, the fees and expenses of the Custodian as specified in the Custodial Agreement, and if the Custodial
Agreement is terminated, the Master Servicer shall pay such fees and expenses of any successor custodian pursuant to a new custodial
agreement to be entered into among the Depositor, the Seller, the Trustee, the successor custodian and the Master Servicer.


 


Section 6.13Collection of Monies. 


 


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


 


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


 


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


 


(i)Any failure by the Master Servicer
to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 4.02
which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have
been given to the Master Servicer by the Trustee or the Securities Administrator or to the Master Servicer, the Securities Administrator
and the Trustee by the Holders of not less than 25% of the Class Principal Amount (or Class Notional Amount) of each
Class of Certificates affected thereby;


 


(ii)Any failure on the part
of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements (other than
those referred to in (vii) and (viii) below) on the part of the Master Servicer contained in this Agreement which continues
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities
Administrator and the Trustee by the Holders of more than 50% of the Aggregate Voting Interests of the Certificates (or in the
case of a breach of its obligation to provide an Item 1123 Certificate, an Assessment of Compliance or an Accountant’s
Attestation pursuant to Sections 6.22, 6.23 and 6.24, immediately without a cure period);



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



 


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


 


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


 


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


 


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


 


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


 


(ix)The purchase or holding of any Certificates by the
Master Servicer or any master servicer transferee that is an insured depository institution (as such term is defined in the Federal
Deposit Insurance Act) such that the Master Servicer or such master servicer transferee is required to consolidate any assets of
the issuing entity on its financial statements under U.S. generally accepted accounting principles;


 


(x)Any failure of the Master Servicer to make any Advances
when such Advances are due, which failure continues unremedied for a period of one Business Day.



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If an Event of Default described in clauses
(i) through (ix) of this Section shall occur, then, in each and every case, subject to applicable law, so long as any
such Event of Default shall not have been remedied within any period of time as prescribed by this Section, the Trustee, by notice
in writing to the Master Servicer may, and, if so directed in writing by Certificateholders evidencing either (i) more than
50% of the Class Principal Amount (or Class Notional Amount) of each Class of Certificates, or (ii) 50% of the aggregate
Class Principal Amount of the Subordinate Certificates, or upon the occurrence of an Event of Default described in clause (x) of
this Section, shall, terminate all of the rights and obligations of the Master Servicer hereunder and in and to the Mortgage
Loans and the proceeds thereof; provided, however, that in the case of the preceding clause (ii), the Trustee shall provide
written notice to all of the Certificateholders within two Business Days of receiving such direction and shall not terminate the
Master Servicer if, within 30 days of sending such written notice, the Trustee has received contrary instructions from Certificateholders
evidencing more than 50% of the Aggregate Voting Interests of the Certificateholders. On or after the receipt by the Master Servicer
of such written notice, all authority and power of the Master Servicer, and only in its capacity as Master Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee; and the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Master Servicer as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents or otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee and the Securities Administrator
in effecting the termination of the defaulting Master Servicer’s responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying Servicers of the assignment of the master servicing function and providing the Trustee
or its designee all documents and records in electronic or other form reasonably requested by it to enable the Trustee or its designee
to assume the defaulting Master Servicer’s functions hereunder and the transfer to the Trustee for administration by it of
all amounts which shall at the time be or should have been deposited by the defaulting Master Servicer in the Distribution Account
and any other account or fund maintained with respect to the Certificates or thereafter received with respect to the Mortgage Loans.
The Master Servicer being terminated pursuant to this Section 6.14 shall bear all costs of a master servicing transfer, including
but not limited to those of the Trustee or Securities Administrator reasonably allocable to specific employees and overhead, legal
fees and expenses, accounting and financial consulting fees and expenses, and costs of amending this Agreement, if necessary. If
the same Person is acting as both the Securities Administrator and the Master Servicer, then the Trustee shall direct the Depositor
to remove the Securities Administrator in accordance with the provisions of Section 6.06(b), and the Depositor promptly upon such
direction shall remove the Securities Administrator in accordance therewith.


 


Notwithstanding the termination of its activities
as Master Servicer, each terminated Master Servicer shall continue to be entitled to reimbursement under this Agreement to the
extent such reimbursement relates to the period prior to such Master Servicer’s termination. The successor master servicer
shall not be required to purchase or reimburse the terminated Master Servicer's Advance receivables. For the avoidance of doubt,
to the extent that the terminated Master Servicer and a successor master servicer have each made Advances in respect of the same
Mortgage Loan, recovered amounts shall be used to reimburse the terminated Master Servicer and a successor master servicer in the
order in which such Advances were made.


     


When a Responsible Officer of the Trustee
has actual knowledge of the occurrence of an Event of Default, the Trustee shall promptly notify the Securities Administrator and
each Rating Agency through the Rule 17g-5 Information Provider of the nature and extent of such Event of Default. The Trustee or
the Securities Administrator shall promptly give written notice to the Master Servicer upon the Master Servicer’s failure
to fund Advances as required under this Agreement.


     


(b)On and after the time the Master Servicer receives
a notice of termination from the Trustee pursuant to Section 6.14(a) or the Trustee receives the written resignation of the
Master Servicer pursuant to Section 9.06, the Trustee, unless, in either case, another master servicer shall have been appointed
by the Trustee, shall be the successor in all respects to the Master Servicer in its capacity as such under this Agreement and
with respect to the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all
the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer hereunder, including
the obligation to make Advances in accordance with Section 5.04; provided, however, that any failure to perform such
duties or responsibilities caused by the Master Servicer’s failure to provide information required by this Agreement shall
not be considered a default by the Trustee hereunder. The Trustee shall have no responsibility for any act or omission of the Master
Servicer other than any act or omission performed by the Trustee in its capacity as a successor master servicer. In addition, the
Trustee shall have no liability relating to the representations and warranties of the Master Servicer set forth in Section 9.03.
In the Trustee’s capacity as successor master servicer, the Trustee shall have the same limitations on liability herein granted
to the Master Servicer. As compensation for acting as successor master servicer hereunder, the Trustee shall be entitled to receive
all compensation payable to the Master Servicer under this Agreement, including the Master Servicing Fee, subject to Section 6.14(d).



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



 


The Trustee and such successor shall take
such actions, consistent with this Agreement, as shall be necessary to effectuate any such succession and may make other arrangements
with respect to the master servicing to be conducted hereunder which are not inconsistent herewith. The Master Servicer shall cooperate
with the Trustee and any successor master servicer in effecting the termination of the Master Servicer’s responsibilities
and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the master servicing functions and
providing the Trustee and successor master servicer, as applicable, all documents and records in electronic or other form reasonably
requested by it to enable it to assume the Master Servicer’s functions hereunder and transferring to the Trustee or such
successor master servicer, as applicable, all amounts which shall at the time be or which should have been deposited by the Master
Servicer in the Distribution Account and any other account or fund maintained with respect to the Certificates or thereafter be
received with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be
in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof
caused by (i) the failure of the predecessor master servicer to deliver, or any delay in delivering, cash, documents or records
to it, (ii) the failure of the predecessor master servicer to cooperate as required by this Agreement, (iii) the failure
of the predecessor master servicer to deliver the Mortgage Loan data to the Securities Administrator as required by this Agreement
or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor master servicer. No successor
master servicer (other than the Trustee, with respect to the failure of the Trustee to cooperate as set forth in subclause (ii)
below) shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder
or any portion thereof caused by (i) the failure of the Securities Administrator to deliver, or any delay in delivering cash,
documents or records to it related to such distribution, or (ii) the failure of Trustee or the Securities Administrator to
cooperate as required by this Agreement.


 


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


 


(d)In connection with such appointment
and assumption of a successor master servicer, the Trustee may make such arrangements for the compensation of such successor out
of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be
in excess of that permitted to the Master Servicer hereunder. 


 


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



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Section 6.15Additional Remedies of Trustee
Upon Event of Default. 


 


During the continuance of any Event of Default,
so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 6.14,
shall have the right, in its own name and as trustee of the Trust Fund, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the
Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing
of proofs of claim and debt in connection therewith).  Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be
deemed to be a waiver of any Event of Default. 


 


Section 6.16Waiver of Defaults. 


 


More than 50% of the Aggregate Voting Interests
of the Certificateholders may waive any event of default of a Servicer or the Servicing Administrator under the related Servicing
Agreement or Event of Default by the Master Servicer in the performance of its obligations hereunder, except that a default in
the making of any Advances or any required deposit to the Distribution Account that would result in a failure of the Paying Agent
to make any required payment of principal of or interest on the Certificates may only be waived with the consent of 100% of the
Certificateholders.  Upon any such waiver of a past default, such default shall cease to exist, and any event of default
under a Servicing Agreement or Event of Default hereunder arising therefrom shall be deemed to have been remedied for every purpose
of the related Servicing Agreement and/or this Agreement, as applicable.  No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived. 


 


Section 6.17Notification to Holders. 


 


Upon termination of the Master Servicer
or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee (i) so long as the Master Servicer
and the Securities Administrator are not the same Person, shall promptly notify the Securities Administrator in writing, and (ii)
shall promptly mail notice thereof by first class mail to the Certificateholders at their respective addresses appearing on the
Certificate Register.  The Trustee shall also, within 45 days after the date when a Responsible Officer of the Trustee
has actual knowledge of the occurrence of any Event of Default, give written notice thereof to the Securities Administrator and
the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within
such 45-day period.


  


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



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Subject to the provisions of Sections 6.16
and 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing not less than 25% of the Class
Principal Amount (or Percentage Interest) of each Class of Certificates affected thereby may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement; provided, however, that the Trustee shall be under no obligation to pursue any such remedy, or to
exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending
of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any
successor master servicer from its rights and duties as Master Servicer hereunder) at the request, order or direction of any of
the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against
the cost, expenses and liabilities which may be incurred therein or thereby; and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance
with an Opinion of Counsel, (a) determines that the action or proceeding so directed may not lawfully be taken or (b) in good faith
determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to
its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders. 


 


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


 


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


 


Section 6.20Preparation of Tax Returns
and Other Reports.


 


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


 


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



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Section 6.21Reporting to the Commission.


 


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


 


(a)           Reports
Filed on Form 10-D.


 


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


 


(ii)           As
set forth on Exhibit L hereto, within 5 calendar days after the related Distribution Date, (1) the parties set forth thereon shall
be required to provide to the Securities Administrator (at cts.sec.notifications@wellsfargo.com, with a copy by facsimile to 410-715-2380)
and the Depositor, to the extent known by a Responsible Officer thereof, in EDGAR-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable
together with an additional disclosure notification in the form of Exhibit I hereto (an “Additional Disclosure Notification”)
and (2) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D.  The Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant
to this paragraph.


 


(iii)           After
preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review.  The Securities Administrator will provide a copy of the Form 10-D to the Depositor by the 11th calendar
day after the related Distribution Date. On the 12th calendar day after the related Distribution Date, the Depositor
will provide any changes or approval to the Securities Administrator (which may be furnished electronically).  In the
absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-D
is in final form and the Securities Administrator may proceed with the filing of the Form 10-D.  No later than the
13th calendar day after the related Distribution Date, a duly authorized representative of the Depositor shall sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator.  If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
to be amended, the Securities Administrator will follow the procedures set forth in subsection (d)(ii) of this Section 6.21.  Promptly
(but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the Securities Administrator.  Each party to this
Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 6.21(a) related to
the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the
performance of their duties.  The Securities Administrator shall not have any liability for any loss, expense, damage
or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where
such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any
information from any other party needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence,
bad faith or willful misconduct.



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(b)           Reports
Filed on Form 10-K.


 


(i)           On
or prior to the 90th day after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange
Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st
of each year), commencing in March 2013, the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form
10-K required by the Exchange Act, in form and substance as required by the Exchange Act.  Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable
time frames set forth in this Agreement, the Custodial Agreement and the related Servicing Agreement, (1) the Item 1123 Certificate
for each Servicer, each Additional Servicer, the Master Servicer, the Servicing Administrator and the Securities Administrator
as described under Section 6.22, (2)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Custodian,
each Servicing Function Participant, the Master Servicer, the Servicing Administrator, the Securities Administrator and any Servicing
Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 6.23 and the
Custodial Agreement and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included
as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included,
(3)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 6.24 and (B) if any Accountant’s
Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included, and (4) the certification required under Rule 13a-14(d) and 15d-14(d)
under the Exchange Act executed by the Depositor (provided, however, that the Securities Administrator, at its discretion,
may omit from the Form 10-K any annual compliance statement, Assessment of Compliance or Accountant’s Attestation that is
not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (1) through
(4) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the
parties set forth on Exhibit M hereto to the Depositor and the Securities Administrator and reviewed and approved or disapproved
by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.


 


(ii)           As
set forth on Exhibit M hereto, no later than March 15 following each fiscal year that the Trust Fund is subject to the Exchange
Act reporting requirements, commencing in March 2013, (1) the parties set forth on Exhibit M shall be required to provide to the
Securities Administrator (at cts.sec.notifications@wellsfargo.com with a copy by facsimile to 410-715-2380) and the Depositor,
to the extent known by a Responsible Officer thereof, a notice in the form of Exhibit I hereto, along with, in EDGAR-compatible
form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of
any Additional Form 10-K Disclosure, if applicable, together with any applicable Additional Disclosure Notification and (2) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure or information in the Additional Disclosure Notification on Form 10-K. The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure
or information from the Additional Disclosure Notification in Form 10-K pursuant to this paragraph.



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(iii)           After
preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review. Within three (3) business days of receipt, but in no event later than March 25, the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K.  In
the absence of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-K is
in final form.  No later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, a senior
officer in charge of securitization of the Depositor shall sign the Form 10-K and related certifications required under the Exchange
Act and return an electronic or fax copy of such documents (with an original executed hard copy to follow by overnight mail) to
the Securities Administrator.  If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Securities Administrator will follow the procedures set forth in Section 6.21(d).  Promptly (but no later
than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website
a final executed copy of each Form 10-K prepared and filed by the Securities Administrator.  The parties to this Agreement
acknowledge that the performance by the Securities Administrator of its duties under this Section 6.21(b) related to the timely
preparation and filing of Form 10-K is contingent upon such parties (and the Custodian, the Servicers and any Additional Servicer
or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties.  The
Securities Administrator shall not have any liability for any loss, expense, damage or claim arising out of or with respect to
any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s
inability or failure to obtain or receive, on a timely basis, any information from any other party needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)           Reports
Filed on Form 8-K.


 


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


 


(ii)           As
set forth on Exhibit N hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than
the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (1) the parties to
this transaction shall be required to provide to the Securities Administrator (at cts.sec.notifications@wellsfargo.com with a copy
by facsimile to 410-715-2380) and the Depositor, to the extent known by a Responsible Officer thereof, a notice in the form of
Exhibit I attached hereto, along with, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities
Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional
Disclosure Notification and (2) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Form 8-K Disclosure Information.  The Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties
listed in Exhibit N of their duties under this paragraph and will not solicit from such parties any Form 8-K Disclosure Notification.


 


(iii)           After
preparing the Form 8-K, the Securities Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review.
Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify
the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K.
In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such
Form 8-K is in final form and the Securities Administrator may proceed with the filing of the Form 8-K. No later than noon
(New York City time) on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Securities Administrator will follow the procedures set forth in Section 6.21(d). Promptly (but no later than 1 Business
Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed
copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance
by the Securities Administrator of its duties under this Section 6.21(c) related to the timely preparation and filing of Form 8-K
is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties. The Securities
Administrator shall not have any liability for any loss, expense, damage or claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability
or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.



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(d)           Delisting;
Amendments; Late Filings.


 


(i)           If
the Depositor determines that the requirements for suspension of the Trust Fund’s Exchange Act reporting requirements set
forth in Rule 15d-22(b) of the Exchange Act and any other applicable regulation are satisfied, it shall so notify the Securities
Administrator. Following receipt of such notice, the Securities Administrator shall prepare and file a Form 15 Suspension Notification
with respect to the Trust Fund under the Exchange Act (a “Form 15”).  Subsequent to the filing of a Form
15, if the Depositor determines that the Trust Fund has once again become subject to the Exchange Act reporting requirements, then
it shall promptly notify the Securities Administrator, and the Securities Administrator shall recommence preparing and filing required
Exchange Act reports. Prior to January 30 of the following calendar year, the Securities Administrator shall, if directed to do
so by the Depositor, in accordance with industry standards, prepare and file a Form 15.


 


In connection with any direct offering of
Certificates by the Depositor, in an offering registered with the Commission, subsequent to the filing of a Form 15 pursuant to
the preceding paragraph: (1) the Depositor shall notify the Securities Administrator in writing not less than 10 days prior to
the date on which such offering will be made; (2) the Depositor shall cause to be prepared and filed the initial current report
on Form 8-K required to be filed in connection with such offering; (3) the Securities Administrator, as directed by the Depositor,
shall file a report on Form 10-D for the Distribution Date following the month in which such offering occurs and, thereafter, any
reports on forms 8-K, 10-K and 10-D in respect of the Trust Fund as and to the extent required under the Exchange Act, as set forth
in this Section (other than the report referred to in clause (2) above); (4) the Depositor shall be responsible for notifying the
other parties to the transaction of such offering and that the obligations of such parties to provide information in connection
with the Depositor’s  Exchange Act reporting requirements have been reinstated; and (5) the Depositor shall be
responsible for all reasonable fees and expenses incurred by the Securities Administrator in connection with such offering, including
its review and approval of any offering document and any amendment to any transaction document made in connection with such offering.


 


(ii)           In
the event that the Securities Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator
will promptly, but no later than within one Business Day, notify electronically the Depositor.  In the case of Form 10-D
and 10-K, the parties to this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-D/A or 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act.  In the case of Form 8-K, the Securities Administrator will, upon receipt
of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information
on the next Form 10-D.  In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended to include
additional disclosure in connection with any additional Form 10-D disclosure (other than for the purpose of restating any Distribution
Date Statement), additional Form 10-K or Form 8-K disclosure information, the Securities Administrator will electronically notify
the Depositor and the affected parties and the Securities Administrator shall prepare and file, and such parties will cooperate
in the preparation and filing of any necessary Form 8-K/A, 10-D/A or 10-K/A.  Any Form 15, Form 12b-25 or any amendment
to Form 8-K, 10-D or 10-K shall be signed by a senior officer in charge of securitization of the Depositor.  The parties
to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 6.21(d) related
to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such
party performing its duties under this Section.  The Securities Administrator shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or
failure to obtain or receive, on a timely basis, any information from any other party needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith
or willful misconduct.



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


 


(e)           Sarbanes-Oxley Certification Back-up.


 


In connection with the annual certification
to be delivered by the Depositor pursuant to Rules 13a-14d and 15d-14(d) of the Exchange Act, each Servicer, pursuant to the applicable
Servicing Agreement, the Master Servicer and the Securities Administrator shall provide, and each Servicer, pursuant to the applicable
Servicing Agreement, the Master Servicer and the Securities Administrator shall cause any Servicing Function Participant engaged
by it to provide, to the Depositor, by March 15 following each year in which the Trust Fund is subject to the reporting requirements
of the Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certificate”),
in the form attached hereto as Exhibit J (or in such other form attached to the applicable Servicing Agreement), upon which the
Depositor and its officers, directors and Affiliates can reasonably rely. In the event that a Servicer, the Master Servicer, the
Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the
terms of this Agreement, the applicable Servicing Agreement or any applicable sub-servicing agreement, as the case may be, such
party shall provide a Back-Up Certificate to the Depositor pursuant to this Section 6.21(e) with respect to the period of time
it was subject to this Agreement, the applicable Servicing 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 the Back-Up Certificate
as may be required pursuant to the related Servicing Agreement.


 


Section 6.22Annual Statements of Compliance.


 


(a)The Master Servicer, the Securities Administrator,
the Servicing Administrator and each Servicer shall deliver or otherwise make available (and the Master Servicer, the Securities
Administrator, the Servicing Administrator and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise
make available) to the Depositor, the Trustee and the Securities Administrator on or before March 1 of each year, commencing
in March 2013, an Officer’s Certificate (an “Item 1123 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 an Additional Servicer, 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, the Servicing Agreement or such other applicable agreement in the
case of an Additional Servicer, 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 Item 1123 Certificate, the Depositor shall review such Item 1123 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 an Additional Servicer, under such other applicable agreement.



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(b)In the event the Master
Servicer, the Securities Administrator or any Additional Servicer engaged by any such party is terminated or resigns pursuant
to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicer, as the case may be, such party
shall provide an Item 1123 Certificate pursuant to this Section 6.22 or as required under such other applicable agreement,
as the case may be, notwithstanding any such termination, assignment or resignation. 


 


(c)The Master Servicer shall enforce
any obligation of any Servicer and the Servicing Administrator, to the extent set forth in the related Servicing Agreement, to
deliver to the Depositor an Item 1123 Certificate.


 


Section 6.23Annual Assessments of Compliance.


 


(a)On
or before March 1 of each calendar year, commencing in March 2013, the Master Servicer, the Servicing Administrator, the Securities
Administrator and each Servicer, each at its own expense, shall furnish or otherwise make available, and each such party shall
cause any Servicing Function Participant engaged by it to furnish or otherwise make available, each at its own expense, to the
Securities Administrator, the Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria
(an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance
with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of
and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.21(b), including, if there has been
any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and
status thereof, and (D) a statement that a registered public accounting firm has issued an Accountant’s Attestation on such
party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period.


 


(b)No later than the end
of each fiscal year for the Trust Fund for which a 10-K is required to be filed, each Servicer, the Servicing Administrator and
the Master Servicer shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged
by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function
Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long
as the Master Servicer and the Securities Administrator are the same Person). When the Master Servicer, each Servicer and the Servicing
Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Securities
Administrator, such parties will also at such time include the Assessments of Compliance (and Accountant’s Attestation),
pursuant to Sections 6.23 and 6.24, of each Servicing Function Participant engaged by it. 


 


(c)Promptly after receipt of each Assessment
of Compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Servicing
Administrator, the Securities Administrator, a Servicer, the Custodian and any Servicing Function Participant engaged by such parties
as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the
Securities Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria
for each party as set forth on Exhibit K or the applicable exhibit to each Servicing Agreement in respect of each Servicer and
the Servicing Administrator and notify the Depositor of any exceptions.  



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(d)In the event the Master Servicer,
the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights
and obligations under or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be,
such party shall provide an Assessment of Compliance pursuant to this Section 6.23, or to such other applicable agreement,
notwithstanding any termination, assignment or resignation.


 


(e)The Master Servicer shall enforce
any obligation of the Servicers, the Servicing Administrator and the Custodian, to the extent set forth in the related Servicing
Agreement or the Custodial Agreement, as applicable, to deliver to the Master Servicer an Assessment of Compliance within the time
frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement or the Custodial
Agreement, as applicable.  The Master Servicer shall include all Assessments of Compliance received by it from the Servicers,
the Servicing Administrator and the Custodian with its own Assessment of Compliance to be submitted to the Securities Administrator
pursuant to this Section.


 


(f)The obligations of each party to
provide assessments of compliance and attestations under this Section 6.23 and Section 6.24 shall terminate upon the filing of
a Form 15 suspension notice on behalf of the Trust Fund, but shall become effective after such a filing if the Trust Fund is required
to continue to file reports under the Exchange Act as contemplated in Section 6.21(d)(i).


 


Section 6.24Accountant’s Attestation.


 


(a)On or before March 1 of each calendar
year, commencing in 2013, the Master Servicer, the Servicing Administrator, the Securities Administrator and each Servicer, each
at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each
at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Servicing
Administrator, the Securities Administrator, a Servicer or such other Servicing Function Participants, as the case may be) and
that is a member of the American Institute of Certified Public Accountants to furnish a report (the “Accountant’s Attestation”)
to the Securities Administrator and to the Depositor, to the effect that (i) it has obtained a representation regarding certain
matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing
Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment
of Compliance with the Relevant Servicing Criteria.  In the event that an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion.  Such report must be
available for general use and not contain restricted use language.


 


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


 


(c)The Master Servicer shall include each Accountant’s
Attestation furnished to it by the Servicers, the Servicing Administrator and the Custodian with its own Accountant’s Attestation
to be submitted to the Securities Administrator pursuant to this Section.


 


(d)In the event the Master Servicer, the Servicing Administrator,
the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated,
assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, the Custody Agreement or a Servicing
Agreement, as the case may be, such party shall at its own expense cause a registered public accounting firm to provide an Accountant’s
Attestation pursuant to this Section 6.24, or other applicable agreement, notwithstanding any such termination, assignment
or resignation.



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(e)The Master Servicer
shall enforce any obligation of the Servicers, the Servicing Administrator and the Custodian, to the extent set forth in the related
Servicing Agreement and the Custodial Agreement, as applicable, to deliver to the Master Servicer an Assessment of Compliance within
the timeframe set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement or the
Custodial Agreement, as applicable.  


 


Section 6.25Intention of the Parties
and Interpretation; Indemnification.


 


Each of the parties acknowledges and agrees
that the purpose of Sections 6.21, 6.22, 6.23 and 6.24 of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB promulgated by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123),
as such may be amended from time to time and subject to such clarification and interpretive advice as may be issued by the staff
of the Commission from time to time.  Therefore, each of the parties agrees that (a) the obligations of the parties hereunder
shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented
and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation
AB, (c) each party shall comply with the reasonable requests made by the Depositor for delivery of such additional or different
information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, which information
is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably requested, and
(d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation AB.


 


Each of the Master Servicer, the Securities
Administrator, the Custodian and any Servicing Function Participant engaged by any such party shall indemnify and hold harmless
the Depositor and its Affiliates and each of their directors, officers, employees, agents, and affiliates from and against any
and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs
and expenses arising out of or based upon (a) any breach by such party of any of its obligations hereunder, including particularly
its obligations to provide any Statement of Compliance, Assessment of Compliance or Accountant’s Attestation required under
Sections 6.22, 6.23 and 6.24, respectively, or any information, data or materials required to be included in any Exchange Act report
or (b) any material misstatement or material omission in any Statement of Compliance, Assessment of Compliance, Accountant’s
Attestation delivered by it or by any Servicing Function Participation engaged by it pursuant to this Agreement or any Additional
Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure concerning such party.  If the indemnification
provided for herein is unavailable or insufficient to hold harmless the Depositor or its Affiliates, as the case may be, then each
such party agrees that it shall contribute to the amount paid or payable by the Depositor and its Affiliates, as applicable, as
a result of any claims, losses, damages or liabilities incurred by such party, in such proportion as is appropriate to reflect
the relative fault of the indemnified party on the one hand and the indemnifying party on the other.  This indemnification
shall survive the termination of this Agreement or the termination of any party to this Agreement.


 


 


ARTICLE VII



PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND


 


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



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(a)The respective obligations and responsibilities
of the Trustee, the Securities Administrator and the Master Servicer created hereby (other than the obligation of the Securities
Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i)
the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property,
(ii) the distribution of proceeds in connection with the exercise of the Clean-up Call and (iii) the Distribution Date immediately
following the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James’s, living on the date hereof.  Any termination of the Trust Fund
shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a “qualified
liquidation” under the REMIC Provisions.


 


(b)In connection with an exercise of
the Clean-up Call, the Trustee, at the direction of the Securities Administrator, shall cause each REMIC to adopt a plan of complete
liquidation by complying with the provisions of Section 7.03. 


 


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


 


(d)On any date on which the Aggregate Stated Principal
Balance is less than ten percent (10%) of the Aggregate Stated Principal Balance as of the Cut-off Date, the Master Servicer may
terminate the Trust Fund by purchasing all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan for
the Clean-up Call Price. The Master Servicer shall provide to the Securities Administrator not less than thirty (30) days prior
written notice of its intent to exercise its purchase and termination right under this Section 7.01(d) and comply with the requirements
of this Article VII to effect a “qualified liquidation” under the REMIC Provisions. The Depositor, the Securities Administrator
and the Trustee hereby consent to any such exercise.


 


Section 7.02Procedure Upon Redemption
and Termination of Trust Fund. 


 


(a)           If
on any Determination Date the Master Servicer determines that there are no outstanding Mortgage Loans, and no other funds or assets
in the Trust Fund other than the funds in the Distribution Account, the Master Servicer shall direct the Securities Administrator
promptly to send a final distribution notice to each Certificateholder.  Such notice shall specify (A) the Distribution
Date upon which final distribution on the Certificates of all amounts required to be distributed to Certificateholders pursuant
to Section 5.02 will be made upon presentation and surrender of the Certificates at the Certificate Registrar’s Corporate
Trust Office, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being
made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Registrar therein specified.  The
Securities Administrator shall give such notice to the Trustee, the Master Servicer and the Certificate Registrar at the time such
notice is given to Holders of the Certificates.  Upon any such termination, the duties of the Certificate Registrar with
respect to the Certificates shall terminate.


 


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


 


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



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


 


Section 7.03Additional Trust Fund Termination
Requirements. 


 


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


 


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


 


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


 


(iii)           On
the date specified for final payment of the Certificates, the Securities Administrator shall make final distributions of principal
and interest on the Certificates in accordance with Section 5.02 and, after payment of, or provision for payment of any outstanding
expenses, distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates all cash on
hand after such final payment (other than cash retained to meet claims), and the Trust Fund (and each REMIC) shall terminate at
that time; and


 


(iv)           In
no event may the final payment on or credit to the Certificates or the final distribution or credit to the Holders of the Residual
Certificates be made after the 89th day from the date on which the plan of complete liquidation is adopted.


 


(b)           By
its acceptance of a Residual Certificate, each Holder thereof hereby agrees to accept the plan of complete liquidation adopted
by the Trustee at the direction of the Securities Administrator under this Section and to take such other action in connection
therewith as may be reasonably requested by the Securities Administrator or any Servicer.


 



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ARTICLE VIII



RIGHTS OF CERTIFICATEHOLDERS


 


Section 8.01Limitation on Rights of
Holders. 


 


(a)           The
death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for
a partition or winding up of this Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.  Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status
as a Certificateholder, shall have any right to vote or in any manner otherwise control the Trustee, the Master Servicer or the
operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any third person by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(b)           No
Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue of or by availing itself
of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of an Event of Default and of
the continuance thereof, as hereinbefore provided, and unless, except as otherwise specified herein, the Holders of Certificates
evidencing not less than 25% of the Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of
each Class affected thereby shall have made written request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given such Trustee during such sixty-day period by such Certificateholders; it being understood
and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder, the Securities Administrator
and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of or by availing
itself of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates,
or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement,
except in the manner herein provided and for the benefit of all Certificateholders.  For the protection and enforcement
of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.


 


Section 8.02Access to List of Holders. 


 


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


 


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



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


 


Section 8.03Acts of Holders of Certificates. 


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Holders or Certificate Owners, if the Holder is a Clearing Agency, may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by 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 the Securities Administrator and, where expressly required herein, to the Master Servicer.  Such instrument or instruments
(as the action embodies therein and evidenced thereby) are herein sometimes referred to as an “Act” of the Holders
signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such
agents shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Securities Administrator
and the Master Servicer, if made in the manner provided in this Section.  Each of the Trustee, the Securities Administrator
and the Master Servicer shall promptly notify the others of receipt of any such instrument by it, and shall promptly forward a
copy of such instrument to the others.


 


(b)           The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments or deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof.  Whenever such execution
is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument
or writing, or the authority of the individual executing the same, may also be proved in any other manner which the Trustee or
the Securities Administrator deems sufficient.


 


(c)           The
ownership of Certificates (whether or not such Certificates shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee) shall be proved by the Certificate Register, and none of the Trustee, the
Securities Administrator, the Master Servicer or the Depositor shall be affected by any notice to the contrary.


 


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


 


 


ARTICLE IX



ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER


 


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



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(a)The Master Servicer,
on behalf of the Trustee and the Certificateholders shall, from and after the Closing Date, monitor the performance of the Servicers
and the Servicing Administrator under the Servicing Agreements. In performing its obligations hereunder, the Master Servicer shall
act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall consult with each Servicer
and the Servicing Administrator as necessary from time to time to carry out the Master Servicer’s obligations hereunder,
shall receive and review all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce
the obligation of each Servicer and the Servicing Administrator duly and punctually to perform and observe the covenants, duties,
obligations and conditions to be performed or observed by such Servicer or the Servicing Administrator under the related Servicing
Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities and the activities
of the Servicing Administrator with respect to each related Mortgage Loan in respect of the provisions of the applicable Servicing
Agreement, reconcile the reports and other data provided to the Master Servicer pursuant to the previous sentence on a monthly
basis based on the Mortgage Loan data provided to the Master Servicer by or on behalf of the Depositor on the Closing Date (upon
which data the Master Servicer shall be entitled to rely and with respect to which the Master Servicer shall have no obligation
to confirm or verify) and coordinate corrective adjustments to the records of each Servicer and the Master Servicer, and based
on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator
as shall be necessary in order for it to prepare the statements specified in Section 4.02, and prepare any other information and
statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage
Loan monitoring with the actual remittances of each Servicer to the Distribution Account pursuant to the related Servicing Agreement.
The Master Servicer shall, in accordance with each Servicing Agreement, oversee matters relating to the servicing of defaulted
Mortgage Loans, including approving certain Mortgage Loan modifications, reviewing environmental reports related to foreclosed
Mortgage Properties to determine whether to proceed with a foreclosure, approving certain actions relating to the management of
REO Property and approving the release of the original borrower of a Mortgage Loan in connection with Mortgage Loan assumptions.
In its review of the activities of any Servicer and the Servicing Administrator, the Master Servicer may rely upon an Officer’s
Certificate of such Servicer or the Servicing Administrator (or similar document signed by an officer of such Servicer or the Servicing
Administrator), and such Servicer’s or the Servicing Administrator’s Assessment of Compliance and related Accountant’s
Attestation or other accountants’ report provided to the Master Servicer pursuant to the related Servicing Agreement, with
regard to such Servicer’s or the Servicing Administrator’s compliance with the terms of its Servicing Agreement. Subject
to Section 9.08, the Master Servicer shall not be responsible or liable for the day-to-day servicing activities of any Servicer
or for any unlawful act or omission, breach, negligence, fraud, willful misconduct or bad faith of any Servicer. 


 


Upon the occurrence of an event that, unless
cured, would constitute grounds for termination of a Servicer under the related Servicing Agreement, the Master Servicer shall
promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer
is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall,
if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers
of such Servicer pursuant to the applicable provisions of the Servicing Agreement; (ii) exercise any rights it may have to
enforce the Servicing Agreement against such Servicer; and/or (iii) waive any such default under the Servicing Agreement or
take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding sentence,
if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to be made under
the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable grace
period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator pursuant
to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall have been
obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer may,
at its option, terminate all of the rights and powers of Cenlar FSB pursuant to the Cenlar FSB Servicing Agreement unless such
a waiver has been obtained.



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(b)Upon any termination
by the Master Servicer of the rights and powers of a Servicer or the Servicing Administrator pursuant to the related Servicing
Agreement, the rights and powers of the Servicer or the Servicing Administrator with respect to the related Mortgage Loans shall
vest in the Master Servicer and the Master Servicer shall be the successor in all respects to such Servicer or the Servicing Administrator
in its capacity as Servicer or Servicing Administrator with respect to such Mortgage Loans under the related Servicing Agreement,
unless or until the Master Servicer shall have appointed, with the consent of the Trustee, such consent not to be unreasonably
withheld, a successor to the Servicer or the Servicing Administrator; provided that, with respect to the appointment of
a successor servicer, in accordance with the applicable provisions of the related Servicing Agreement, such successor servicer
shall be a Fannie Mae- or Freddie Mac-approved Person that is a member in good standing of MERS; provided, further, that
no Trustee consent shall be required if the successor servicer or successor servicing administrator is a Person that was a Servicer
on the Closing Date; provided, further, that it is understood and agreed by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to a successor servicer
or a successor servicing administrator (including the Master Servicer). Upon appointment of a successor servicer or successor servicing
administrator, as authorized under this Section 9.01(b), unless the successor servicer or successor servicing administrator
shall have assumed the obligations of the terminated Servicer or the terminated Servicing Administrator, as applicable, under such
Servicing Agreement, the Master Servicer, the Trustee and such successor servicer shall enter into a servicing agreement in a form
substantially similar to the affected Servicing Agreement or into an agreement with such successor servicing administrator in a
form mutually agreed upon by the parties thereto. In connection with any such appointment, the Master Servicer may make such arrangements
for the compensation of such successor servicer or successor servicing administrator as it and such successor shall agree. The
Master Servicer in its sole discretion shall have the right to agree to compensation of a successor servicer in excess of that
permitted to a Servicer under the Servicing Agreements if such increase is, in its good faith and judgment, necessary or advisable
to engage a successor servicer. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer be liable
for any Servicing Fee or for any differential between the amount of the Servicing Fee paid to the original servicer and the amount
necessary to induce any successor servicer to act as successor servicer hereunder.  To the extent the successor servicer assumes
the obligations of the terminated Servicer under the applicable Servicing Agreement, the Master Servicer may amend such Servicing
Agreement to effect such change to the Servicing Fee without the consent of the Certificateholders.


 


The Master Servicer shall pay the costs
of such enforcement (including the termination of any Servicer or the Servicing Administrator, the appointment of a successor servicer
or successor servicing administrator or the transfer and assumption of the servicing or the servicing administration by the Master
Servicer) at its own expense and shall be reimbursed therefor initially (i) by the terminated Servicer or terminated Servicing
Administrator, as applicable, (ii) from a general recovery resulting from such enforcement only to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans, (iii) from a specific recovery of costs, expenses
or attorney’s fees against the party against whom such enforcement is directed, or (iv) to the extent that such amounts
described in (i)-(iii) above are not received by the Master Servicer within 30 days of the Master Servicer's request for reimbursement
therefor, from the Trust Fund, as provided in Section 9.04. To the extent the Master Servicer recovers amounts described in
(i)-(iii) above subsequent to its reimbursement from the Trust Fund pursuant to (iv) above, then the Master Servicer promptly will
reimburse such amounts to the Trust Fund.


 


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


 


(c)Upon any termination of the rights and powers of
any Servicer or the Servicing Administrator pursuant to the applicable Servicing Agreement, the Master Servicer shall promptly
notify the Trustee, the Securities Administrator and each Rating Agency through the Rule 17g-5 Information Provider, specifying
in such notice that the Master Servicer or any successor servicer or successor servicing administrator, as the case may be, has
succeeded the Servicer or the Servicing Administrator, as applicable, under the related Servicing Agreement, which notice shall
also specify the name and address of any such successor servicer or successor servicing administrator .



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Section 9.02Assumption of Master
Servicing by Trustee.


 


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


 


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


 


Section 9.03Representations, Warranties
and Covenants of the Master Servicer.


 


(a)The Master Servicer hereby represents and warrants
to the Depositor, the Securities Administrator (to the extent that the Master Servicer and the Securities Administrator are not
the same Person) and the Trustee, for the benefit of the Certificateholders, as of the Closing Date that:


    


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


 


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


 


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



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


 


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


 


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


 


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


 


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


 


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


 


(b)It is understood and agreed that the representations
and warranties set forth in this Section shall survive the execution and delivery of this Agreement. In addition to any indemnity
required pursuant to Section 6.25 hereof, the Master Servicer shall indemnify the Depositor, the Securities Administrator
(to the extent that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee and hold them
harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach
of the Master Servicer’s representations and warranties contained in Section 9.03(a) or any failure by the Master Servicer
to deliver any information, report, certification, accountants’ letter or other material when and as required under this
Agreement. It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section
to indemnify the Depositor, the Securities Administrator and the Trustee as provided in this Section 9.03(b) constitutes the sole
remedy (other than as set forth in Section 6.14) of the Depositor, the Securities Administrator and the Trustee, respecting
a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer
as Master Servicer hereunder, and any termination of this Agreement.


 


Any cause of action against the Master Servicer
relating to or arising out of the breach of any representations and warranties made in this Section 9.03(b) shall accrue upon discovery
of such breach by either the Depositor, the Master Servicer or the Trustee or written notice thereof by any one of such parties
to the other parties.


 


The Master Servicer shall not be responsible
for the validity, priority, perfection or sufficiency of the security of the Certificates issued or intended to be issued hereunder.


 


(c)The Master Servicer covenants and agrees that it
shall not hold or purchase any Certificate if its holding or purchase of such Certificate (or interest therein) would cause the
Master Servicer to be required to consolidate any assets of the Trust Fund on its financial statements under U.S. generally accepted
accounting principles (“Consolidate” or “Consolidation”). The Master Servicer shall be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate
(or interest therein) will not cause the Master Servicer to be required to Consolidate any assets of the Trust on its financial
statements.



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If the Master Servicer's holding or purchase
of a Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding transferee that is not required
to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations as owner of such Certificate retroactive
to the date of such transfer of such Certificate. If the Master Servicer holds or purchases a Certificate (or interest therein)
in violation of the restrictions in this Section 9.03(c) and to the extent that the retroactive restoration of the rights of the
owner of such Certificate as described in the immediately preceding sentence shall be invalid, illegal or unenforceable, then the
Securities Administrator shall have the right, without notice to the owner or any prior owner of such Certificate, to sell such
Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. The
Master Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions of the Securities Administrator.
The proceeds of such sale, net of the commissions (which may include commissions payable to the Securities Administrator or its
affiliates), expenses and taxes due, if any, shall be remitted by the Securities Administrator to the Master Servicer. The terms
and conditions of any sale under this Section 9.03(c) shall be determined in the sole discretion of the Securities Administrator,
and the Securities Administrator shall not be liable to any owner of a Certificate as a result of its exercise of such discretion.
The Master Servicer shall indemnify and hold harmless the Depositor and the Trust Fund from and against any and all losses, liabilities,
claims, costs or expenses incurred by such parties as a result of such holding or purchase by the Master Servicer resulting in
a Consolidation.


 


(d)The Master Servicer covenants and agrees that it
shall not transfer its master servicing rights and duties under this Agreement to an insured depository institution, as such term
is defined in the Federal Deposit Insurance Act (an “insured depository institution”, and any such insured depository
institution in such capacity, a “master servicer transferee”) unless the Master Servicer shall have received a representation
from the master servicer transferee that the acquisition of such master servicing rights and duties will not cause the master servicer
transferee to be required to Consolidate any assets of the Trust Fund on its financial statements. Any master servicer transferee
shall be deemed to have represented by virtue of its acquisition of such master servicing rights and duties that such acquisition
will not cause Consolidation. Any master servicer transferee whose acquisition of such master servicing rights and duties was effected
in violation of the restrictions in this Section 9.03(d) shall indemnify and hold harmless the Master Servicer, the Depositor and
the Trust Fund from and against any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result
of such acquisition.


 


Section 9.04Compensation to the
Master Servicer.


 


The Master Servicer shall be entitled to
be paid from the Trust Fund, and shall either retain or withdraw from the Distribution Account, (i) its Master Servicing Fee
with respect to each Distribution Date, (ii) all amounts necessary to reimburse itself for any previously unreimbursed Advances,
Servicer Advances and Nonrecoverable Advances in accordance with the definition of “Available Distribution Amount”
and (iii) in accordance with the second paragraph of Section 9.01(b), the cost of any enforcement action taken by it under Section
9.01 hereof, including, without limitation, any costs incurred in connection with the termination of a Servicer or the Servicing
Administrator, the appointment of a successor servicer or successor servicing administrator or the transfer and assumption of the
servicing or servicing administration by the Master Servicer. The Master Servicer shall be required to pay all expenses incurred
by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this
Agreement.


 


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



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Section 9.05Merger or Consolidation.


 


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


 


Section 9.06Resignation of Master
Servicer.


 


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


 


If, at any time, the Master Servicer resigns
under this Section 9.06, or transfers or assigns its rights and obligations under Section 9.07, or is removed as Master
Servicer pursuant to Section 6.14, then at such time Wells Fargo Bank, N.A. also shall resign (and shall be entitled to resign)
as Securities Administrator, Paying Agent, Authenticating Agent and Certificate Registrar under this Agreement. In such event,
the obligations of each such party shall be assumed by the Trustee or such successor master servicer appointed by the Trustee (subject
to the provisions of Section 9.02(a)).


     


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


 


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


 


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


 


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



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The Master Servicer shall not be liable
for any acts or omissions of any Servicer except to the extent that damages or expenses are incurred as a result of such act or
omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or
recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicers under this Agreement.


 


Section 9.09Indemnification; Third-Party
Claims.


 


In addition to any indemnity required pursuant
to Section 6.25 hereof, the Master Servicer agrees to indemnify the Depositor, the Securities Administrator (to the extent
that the Master Servicer and the Securities Administrator are not the same Person) and the Trustee, and hold them harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability,
fees and expenses that the Depositor, the Securities Administrator or the Trustee may sustain as a result of the Master Servicer’s
willful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of its reckless disregard
for its obligations and duties under this Agreement. The Depositor, the Securities Administrator (to the extent that the Master
Servicer and the Securities Administrator are not the same Person) and the Trustee shall immediately notify the Master Servicer
if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities
Administrator (to the extent that the Master Servicer and the Securities Administrator are not the same Person) or the Trustee
to indemnification under this Section 9.09, whereupon the Master Servicer shall assume the defense of any such claim and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim.


 


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


 


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


 


 


ARTICLE X



REMIC ADMINISTRATION


 


Section 10.01REMIC Administration. 


 


(a)           REMIC
elections as set forth in the Preliminary Statement to this Agreement shall be made by the Trustee at the direction of the Securities
Administrator on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued.  The regular interests and residual interest in each REMIC
shall be as designated in the Preliminary Statement to this Agreement.



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


 


(c)           The
Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto.  The Securities Administrator shall pay any and all
tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to such REMIC that involve the Internal Revenue Service or
state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a
routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes
and penalties) are attributable to the negligence or willful misconduct of the Securities Administrator in fulfilling its duties
hereunder (including its duties as tax return preparer).  The Securities Administrator shall be entitled to reimbursement
of expenses to the extent provided in clause (i) above from the Distribution Account; provided, however, the Securities
Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and
other reports required under Section 6.20 and this Section.


 


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


 


(e)           The
Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that
are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority.  Among its other duties, if required by the Code, the REMIC Provisions,
or other such guidance, the Securities Administrator shall provide (i) to the Treasury or other governmental authority such information
as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or
organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii)
to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports
as are required by the Code or REMIC Provisions.


 


(f)           The
Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall, to the extent within their knowledge
and control, take such actions as may be necessary to maintain the status of each REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to maintain such status.  None of the Trustee, the Securities Administrator, the
Master Servicer or the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may
be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received
an Opinion of Counsel (at the expense of the party seeking to take such action or not to take such action) to the effect that the
contemplated action (or inaction, as the case may be) will not cause an Adverse REMIC Event.  In addition, prior to taking
any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted
under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator,
the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action
as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event
could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition
of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any
such action without the written consent of the other Residual Certificateholders.  The Trustee, the Securities Administrator
and the Master Servicer may consult with counsel (and conclusively rely upon the advice of such counsel) to make such written advice,
and the cost of the same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but
in no event shall such cost be an expense of the Trustee, Securities Administrator or the Master Servicer.



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(g)           Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental
authorities.  To the extent that such taxes are not paid by a Residual Certificateholder, the Securities Administrator
or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder
of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution
Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be.


 


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


 


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


 


(j)           None
of the Trustee, the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive
a fee or other compensation for services.


 


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


 


Section 10.02Prohibited Transactions
and Activities. 


 


None of the Depositor, the Master Servicer
or the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the
foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of each REMIC pursuant to Article
VII of this Agreement or (iv) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for
any REMIC, nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to any REMIC
after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition,
or substitution) that such disposition, acquisition, substitution, or acceptance will not (a) result in an Adverse REMIC Event,
(b) adversely affect the distribution of interest or principal on the Certificates or (c) result in the encumbrance of the assets
transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement).



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Section 10.03Indemnification With Respect
to Prohibited Transactions or Loss of REMIC Status.


 


Upon the occurrence of an Adverse REMIC
Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations
set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of
the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable
for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate,
nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator
or the Master Servicer, as applicable, has relied.  Notwithstanding the foregoing, however, in no event shall the Securities
Administrator or the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in
compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement or under any Servicing Agreement,
(2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator
or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).


 


Section 10.04REO Property.


 


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


 


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


 


 


ARTICLE XI



MISCELLANEOUS PROVISIONS



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Section 11.01Binding Nature of Agreement;
Assignment. 


 


This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


Section 11.02Entire Agreement. 


 


This Agreement contains the entire agreement
and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect
to the subject matter hereof.  The express terms hereof control and supersede any course of performance and/or usage
of the trade inconsistent with any of the terms hereof.


 


Section 11.03Amendment. 


 


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


 


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


 


(c)           Promptly
after the execution of any such amendment, the Trustee shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and each Rating Agency through the Rule 17g-5 Information Provider. The Securities Administrator and
the Certificate Registrar shall cooperate with the Trustee in connection with the Trustee's obligations under this Section 11.03.



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(d)           It
shall not be necessary for the consent of Holders under this Section 10.03 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Holders shall be subject to such reasonable regulations as the
Trustee may prescribe.


 


(e)           Notwithstanding
anything to the contrary in any Servicing Agreement, the Trustee shall not consent to any amendment of any Servicing Agreement
except pursuant to the standards provided in this Section with respect to amendment of this Agreement. In addition, none of the
Trustee, the Master Servicer, the Securities Administrator or the Depositor shall consent to any amendment to any Servicing Agreement
unless prior written notice of the substance of such amendment has been delivered to each Rating Agency through the Rule 17g-5
Information Provider.


 


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


 


Section 11.04Voting Rights. 


 


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


 


Section 11.05Provision of Information. 


 


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


 


(b)           The
Securities Administrator shall provide to any person to whom a Prospectus was delivered, upon the written request of such person
specifying the document or documents requested, (i) a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form 10-K
(or other prescribed form) filed with the Securities and Exchange Commission pursuant to Section 6.21 and (ii) a copy of any other
document incorporated by reference in the Prospectus.  Any reasonable out-of-pocket expenses incurred by the Securities
Administrator in providing copies of such documents shall be reimbursed by the Depositor.


 


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


 



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Section 11.06Governing Law. 


 


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


 


Section 11.07Notices. 


 


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


 


For posting by the Rule 17g-5
Information Provider:


 


rmbs17g5informationprovider@wellsfargo.com


 


In the case of the Depositor:


 


Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Facsimile number (415) 381-1773


Electronic mail address: Sequoia.Notices@redwoodtrust.com


Attention:  Sequoia
Mortgage Trust 2012-2


 


In the case of the Seller:


 


Redwood Residential Acquisition
Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Facsimile number (415) 381-1773


Electronic mail address: Sequoia.Notices@redwoodtrust.com


Attention:  Sequoia
Mortgage Trust 2012-2


 


In the case of the Master Servicer
and the Securities Administrator:


 


Wells Fargo Bank, N.A.


P.O. Box 98


Columbia, Maryland 21046


 


(or, for overnight deliveries:


9062 Old Annapolis Road


Columbia, Maryland 21045)


 


Telephone number: (410) 884-2000


Facsimile
number: (410) 715-2380


Attention: Client Manager -- Sequoia
Mortgage Trust 2012-2


In the case of the Certificate
Registrar:


 



    	95



    	 



    



Wells Fargo Bank, N.A.


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479


Facsimile number: 1-866-614-1273


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


Attention: Corporate Trust Services
-- Sequoia Mortgage Trust 2012-2


 


In the case of the Trustee:


 


U.S. Bank National Association


Structured Finance


60 Livingston Avenue


EP-MN-WS3D


St. Paul, Minnesota, 55107


Attention: Sequoia Mortgage Loan
Trust 2012-2







 





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


 


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


 


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


 


Section 11.08Severability of Provisions. 


 


If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.


 


Section 11.09Indulgences; No Waivers. 


 


Neither the failure nor any delay on the
part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of
any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No
waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.



    	96



    	 



    

Section 11.10Headings Not to Affect
Interpretation. 


 


The headings contained in this Agreement
are for convenience of reference only, and they shall not be used in the interpretation hereof.


 


Section 11.11Benefits of Agreement. 


 


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


 


Section 11.12Special Notices to the
Rating Agencies. 


 


(a)The
Depositor shall give prompt notice to each Rating Agency through the Rule 17g-5 Information Provider of the occurrence of any of
the following events of which it has notice:


 


(i)any amendment to this Agreement pursuant
to Section 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a);


 


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


 


(iii)the occurrence of any Event of
Default and any waiver of any Event of Default pursuant to Section 6.14;


 


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


 


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


 


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


 


(vii)any termination of the rights and
obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing
administration under any Servicing Agreement.


 


(b)All
notices to the Rating Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider
and then by first class mail, telecopy, electronic mail or overnight courier, as follows:


 


If to Fitch, to:


Fitch, Inc.


One State Street Plaza, 30th Floor


New York, NY 10004


Attn: SEMT 2012-2


 


If to KBRA, to:


Kroll Bond Rating Agency, Inc.


599 Lexington Avenue


New York, NY 10022


Attention: RMBS Surveillance


Email: rmbssurveillance@krollbondratings.com



    	97



    	 



    

(c)The
Securities Administrator shall provide or make available to each Rating Agency through the Rule 17g-5 Information Provider reports
prepared pursuant to Section 4.02 and the reports filed on Form 10-K pursuant to Section 6.21(b)(i)(1) through (4).  In
addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency through the
Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the
Trust Fund, to the extent that such information is reasonably available to the Securities Administrator; provided, the Securities
Administrator shall not be required to post to the Rule 17g-5 Website any information previously posted to and available on the
Securities Administrator’s website.


 


 


Section 11.13Conflicts. 


 


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


 


Section 11.14Counterparts. 


 


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


 


Section 11.15No Petitions.


 


The Trustee and the Master Servicer, by
entering into this Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they shall
not at any time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, this Agreement or any of the documents entered into
by the Depositor in connection with the transactions contemplated by this Agreement.



    	98



    	 



    

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


 


SEQUOIA RESIDENTIAL FUNDING, INC.,


as Depositor


 


 


By:  _________________________________


Name:


Title:


 


 


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 


 


By:  _________________________________


Name:


Title:


 


WELLS FARGO BANK, N.A.,


as Master Servicer


 


 


By:  _________________________________


Name:


Title:


 


WELLS FARGO BANK, N.A.,


as Securities Administrator and Rule 17g-5 Information Provider


 


 


By:  _________________________________


Name:


Title:


 



    	 



    	 



    

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


accepted and agreed to by:


 


 


REDWOOD RESIDENTIAL ACQUISITION CORPORATION,


as Seller


 


 


By: ____________________________


       Name:


       Authorized Signatory


 


Solely for purposes of Section 2.07


accepted and agreed to by:


 


 


SEQUOIA MORTGAGE FUNDING CORPORATION,


as Controlling Holder


 


 


By: ____________________________


       Name:


       Authorized Signatory



    	 



    	 



    

 


EXHIBIT A



FORMS OF CERTIFICATES


 


 


 


 


 


 



    	A-1



    	 



    

 


 





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


 


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


 


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


 


THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A)
SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH
PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME
OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED
OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY
THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).


 






    	 



    	 



    



 


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


 


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


 


 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
A-l


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class A-1

        Certificates: $100,000,000

         

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $100,000,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

         

        CUSIP: 81744U AA2



 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,
	 	as Authenticating Agent
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class B-2 and Class B-3 Certificates,
will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry
facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class A-IO Certificates
are issuable only as a single Certificate representing the entire Percentage Interest in that class and will be registered in the
name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities. The Class
R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class
and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    



 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 


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


 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 


 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A)
SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH
PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME
OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED
OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY
THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).


 






    	 



    	 



    



 


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


 


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


 





SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
A-2


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class A-2

        Certificates: $163,590,000

         

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $163,590,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

         

        CUSIP: 81744U AB0



 






    	2



    	 



    
 


 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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





 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed. 


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    
 


 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class B-2 and Class B-3 Certificates,
will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry
facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class A-IO Certificates
are issuable only as a single Certificate representing the entire Percentage Interest in that class and will be registered in the
name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities. The Class
R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class
and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    



 





ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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


 






    	 



    	 



    
 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





 













 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A)
SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH
PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME
OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED
OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY
THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).


 






    	 



    	 



    



 


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


 


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


 












SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
A-3


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class A-3

        Certificates: $40,897,000

         

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $40,897,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

         

        CUSIP: 81744U AC8



 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class B-2 and Class B-3 Certificates,
will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry
facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class A-IO Certificates
are issuable only as a single Certificate representing the entire Percentage Interest in that class and will be registered in the
name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities. The Class
R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class
and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    



 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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


 


 



    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





 


 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 









    	 



    	 



    



 


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


 


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


 


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


 


THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A)
SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH
PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME
OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED
OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY
THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).


 






    	 



    	 



    



 


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


 


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


 


 SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
A-IO


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Notional

        Amount of the Class A-IO

        Certificates: $304,487,000

         

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Notional Amount of this

        Certificates: $304,487,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

         

        CUSIP: 81744U AD6



 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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





 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed. 


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class B-2 and Class B-3 Certificates,
will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry
facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained in physical form. The Class A-IO Certificates
are issuable only as a single Certificate representing the entire Percentage Interest in that class and will be registered in the
name of the nominee of the Clearing Agency, which shall maintain such Certificates through its book-entry facilities. The Class
R and Class LT-R Certificates will each be issued as a single Certificate representing the entire Percentage Interest in that Class
and will be maintained in physical form. The Certificates shall remain outstanding until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    



 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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





 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





 


 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


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


 


THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A)
SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH
PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME
OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED
OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY
THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).


 






    	 



    	 



    



 


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


 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
B-l


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class B-1

        Certificates: $8,854,000

         

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $8,854,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

        CUSIP: 81744U AE4




 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained
in physical form. The Class A-IO Certificates are issuable only as a single Certificate representing the entire Percentage Interest
in that class and will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    



 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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


 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


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


 


THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A)
SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH
PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME
OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED
OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY
THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).


 






    	 



    	 



    



 


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


 









SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
B-2


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class B-2

        Certificates: $5,739,000

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $5,739,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

        CUSIP: 81744U AF1



 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 






    	3



    	 



    



 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained
in physical form. The Class A-IO Certificates are issuable only as a single Certificate representing the entire Percentage Interest
in that class and will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    



 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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


 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


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


 


THE HOLDER AND ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A)
SUCH HOLDER OR TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON
(INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH
PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN
INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME
OF PURCHASE, NOT LOWER THAN “BBB-” (OR ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED
OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY
THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”).


 






    	 



    	 



    



 


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


 









SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
B-3


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class B-3

        Certificates: $3,771,000

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $3,771,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

        CUSIP: 81744U AG9



 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    
 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


 





	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 








CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained
in physical form. The Class A-IO Certificates are issuable only as a single Certificate representing the entire Percentage Interest
in that class and will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    
 





ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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





 






    	 



    	 



    
 





DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 








 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


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


 


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


 






    	 



    	 



    



 


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


 


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


 









SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
B-4


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class B-4

        Certificates: $1,640,000

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $1,640,000

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

        CUSIP: 81744U AH7



 






    	2



    	 



    
 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained
in physical form. The Class A-IO Certificates are issuable only as a single Certificate representing the entire Percentage Interest
in that class and will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    
 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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





 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 








 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


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


 


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


 


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





  






    	 



    	 



    
 


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


 









SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
B-5


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Principal

        Amount of the Class B-5

        Certificates: $3,444,218

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
        Initial Certificate

        Principal Amount of this

        Certificates: $3,444,218

         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

        CUSIP: 81744U AJ3



 






    	2



    	 



    










 


THIS CERTIFIES THAT
NIMER & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial
Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-5 Certificates, both as specified
above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after
the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor
assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement,
the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial
Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if any, as described
in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust Fund”).


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    
 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained
in physical form. The Class A-IO Certificates are issuable only as a single Certificate representing the entire Percentage Interest
in that class and will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    
 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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





 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    
  


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


 


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


 


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


 


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


 






    	 



    	 



    



 


NO TRANSFER OF THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE,
OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE
OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE
WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT
THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.


 


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


  


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
R


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Percentage Interest of this

        Certificate: 100%

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

        CUSIP: 81744U AK0



 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained
in physical form. The Class A-IO Certificates are issuable only as a single Certificate representing the entire Percentage Interest
in that class and will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.


 






    	6



    	 



    
 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    
 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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


 





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





 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    	 



    



 


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


 


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


 


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


 


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


 






    	 



    	 



    



 


NO TRANSFER OF THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE,
OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE
OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE
WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT
THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING.


 


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


  


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
LT-R


 


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


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Percentage Interest of this

        Certificate: 100%

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2042

         

         

        NUMBER 1
	
         

         

        Cut-off Date: March 1, 2012

         

         

         

         

         

        CUSIP: 81744U AL8



 






    	2



    	 



    



 


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


 


Distributions on this
Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding Business Day,
commencing in April 2012 (each, a “Distribution Date”), to the Person in whose name this Certificate is registered
at the close of business on the last Business Day preceding such Distribution Date (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed
to all Certificates of the Class represented by this Certificate. All sums distributable on this Certificate are payable in the
coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private
debts.


 


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


 


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


 






    	3



    	 



    



 


IN WITNESS WHEREOF,
U.S. Bank National Association, as Trustee, has caused this Certificate to be duly executed.


 


	 	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 





CERTIFICATE AUTHENTICATION


 


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


 


	 	WELLS FARGO BANK, N.A.,	 
	 	as Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	AUTHORIZED SIGNATORY	 
	 	 	 	 
	 	Dated:	 	 


 






    	4



    	 



    



 


SEQUOIA MORTGAGE TRUST 2012-2


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), to which terms, provisions and conditions thereof the
Holder of this Certificate by virtue of the acceptance hereof assents, and by which such Holder is bound. Except as otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The
Certificates consist of the following Classes: Class A-1, Class A-2, Class A-3, Class R, Class LT-R, Class A-IO, Class B-1, Class
B-2, Class B-3, Class B-4, and Class B-5.


 


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


 


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


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services -- Sequoia Mortgage Trust 2012-2 or at such other address as the Securities Administrator may designate from time to time.


 






    	5



    	 



    



 


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


 


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


 


The Class A-1, Class
A-2, Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and in integral multiples
of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing Agency, which shall maintain such
Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5 Certificates, will be maintained
in physical form. The Class A-IO Certificates are issuable only as a single Certificate representing the entire Percentage Interest
in that class and will be registered in the name of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a single Certificate representing
the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates shall remain outstanding
until the final Distribution Date for the Certificates.


 






    	6



    	 



    



 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


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


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


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


 






    	7



    	 



    



 


ASSIGNMENT


 


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


 


	 
	 
	 


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


 


	 


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


 


	 


to transfer such Certificate in such Certificate Register.


 


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





 


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





 






    	 



    	 



    



 


DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


  


 










 


	for the account of 	 


 


	account number	 	or, if mailed by check, to	 


 










 





	Applicable reports and statements should be mailed to 	 


 










 


	This information is provided by 	 


 





	the assignee named above, or	 	as its agent.







 






    	 



    
 







EXHIBIT B



FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)


 


	 STATE OF	)
	 	)           ss.:
	 COUNTY OF	)


 


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


 


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


 


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


 


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


 


	 	4.	
        That the Purchaser is not, and on __________________ [date of
        transfer] will not be, an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (“Code”), (collectively,
        a “Plan”) or a person acting on behalf of any such Plan or investing the assets of any such Plan to acquire a Residual
        Certificate.

         

	 	5.	That the Purchaser hereby acknowledges that under the terms of the Pooling and Servicing Agreement, dated as of  March 1, 2012 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and U.S. Bank National Association, as Trustee with respect to Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates, no transfer of the Residual Certificates shall be permitted to be made to any person unless the Certificate Registrar has received a certificate from such transferee containing the representations in paragraphs 3 and 4 hereof.


 



    	B-1



    	 



    

 


	 	6.	That the Purchaser does not hold REMIC residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in accounts of participating organizations (such entity, a “Book-Entry Nominee”).


 


	 	7.	That the Purchaser does not have the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to such Residual Certificate.


 


	 	8.	That the Purchaser will not transfer a Residual Certificate to any person or entity (i) as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that the Purchaser has reason to believe does not satisfy the requirements set forth in paragraph 7 hereof, and (ii) without obtaining from the prospective Purchaser an affidavit substantially in this form and providing to the Certificate Registrar a written statement substantially in the form of Exhibit C to the Agreement.


 


	 	9.	That the Purchaser understands that, as the holder of a Residual Certificate, the Purchaser may incur tax liabilities in excess of any cash flows generated by the interest and that the Purchaser has and expects to have sufficient net worth and/or liquidity to pay in full any tax liabilities attributable to ownership of a Residual Certificate and intends to pay taxes associated with holding such Residual Certificate as they become due.


 


	 	10.	That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States) or successor form at the time and in the manner required by the Code or (iii) is a Non-U.S. Person that has delivered to the transferor, the Depositor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of such Residual Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Residual Certificate will not be disregarded for federal income tax purposes.  “Non-U.S. Person” means an individual, corporation, partnership or other person other than (i) a citizen or resident of the United States; (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any state thereof, including for this purpose, the District of Columbia; (iii) an estate that is subject to U.S. federal income tax regardless of the source of its income; (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States trustees have authority to control all substantial decisions of the trust; and, (v) to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996 that are treated as United States persons prior to such date and elect to continue to be treated as United States persons.


 


	 	11.	The Purchaser will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the Purchaser or another U.S. taxpayer.


 


	 	12.	That the Purchaser agrees to such amendments of the Agreement as may be required to further effectuate the restrictions on transfer of any Residual Certificate to such a “disqualified organization,” an agent thereof, a Book-Entry Nominee, or a person that does not satisfy the requirements of paragraph 7 and paragraph 10 hereof.


 


	 	13.	That the Purchaser consents to the designation of the Securities Administrator to act as agent for the “tax matters person” of each REMIC created by the Trust Fund pursuant to the Agreement.


 



    	B-2



    	 



    

IN WITNESS WHEREOF, the Purchaser has caused
this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [title of officer] this _____
day of __________ 20__.


 


_________________________________


[name of Purchaser]


 


 


By:______________________________


Name:


Title:


 


Personally appeared before me the above-named
[name of officer] ________________, known or proved to me to be the same person who executed the foregoing instrument and to be
the [title of officer] _________________ of the Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.


 


Subscribed and sworn before me this _____
day of __________ 20__.


 


NOTARY PUBLIC


 


______________________________


 


COUNTY OF_____________________


 


STATE OF______________________


 


My commission expires the _____ day of __________ 20__.


 



    	B-3



    	 



    

EXHIBIT C



RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)


 


____________________________


Date


 


Re:           Sequoia
Mortgage Trust 2012-2


Mortgage Pass-Through Certificates


 


_______________________ (the “Transferor”)
has reviewed the attached affidavit of _____________________________ (the “Transferee”), and has no actual knowledge
that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true,
and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state
or local taxes legally required to be paid with respect to a Residual Certificate.  In addition, the Transferor has conducted
a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came
due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due.


 


Very truly yours,


 


_______________________________


Name:


Title:



    	C-1



    	 



    

EXHIBIT D



FORM OF CUSTODIAL AGREEMENT


 


Refer to Exhibit 10.33


 



    	D-1



    	 



    

EXHIBIT E-1



FORM OF RULE 144A TRANSFER CERTIFICATE


 


	Re: 	Sequoia Mortgage Trust 2012-2


Mortgage Pass-Through Certificates


 


 


Reference is hereby made to the Pooling
and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), by and among Sequoia Residential
Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and U.S. Bank National Association,
as Trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing
Agreement.


 


This letter relates to $__________ initial
Certificate Principal Amount or Class Notional Amount, as applicable, of Class _____ Certificates which are held in the form
of Definitive Certificates registered in the name of  ______________ (the “Transferor”). The Transferor has
requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in the name of [insert
name of transferee].


 


In connection with such request, and in
respect of such Certificates, the Transferor hereby certifies that such Certificates are being transferred in accordance with (i)
the transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and (ii) Rule 144A under the Securities
Act to a purchaser that the Transferor reasonably believes is a “qualified institutional buyer” within the meaning
of Rule 144A purchasing for its own account or for the account of a “qualified institutional buyer,” which purchaser
is aware that the sale to it is being made in reliance upon Rule 144A, in a transaction meeting the requirements of Rule 144A and
in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Underwriters, the Depositor and the Certificate Registrar.


 


_____________________________________


[Name of Transferor]


 


 


By:__________________________________


Name:


Title:


 


Dated: ___________, ____


 



    	E-1-1



    	 



    

EXHIBIT E-2



FORM OF PURCHASER’S LETTER FOR

QUALIFIED INSTITUTIONAL BUYER


 


                               


Date


 


Ladies and Gentlemen:


 


In connection with our proposed purchase
of $______________Class Principal Amount or Class Notional Amount, as applicable, of Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through
Certificates, Class [___] (the “Restricted Certificates”), we confirm that:


 


	(1)	We understand that the Restricted Certificates have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Restricted Certificates we will do so only (A) to the Depositor, (B) to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (D) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a QIB (an “Institutional Accredited Investor”) which, in the case of (B) or (D) above, prior to such transfer, delivers to the Certificate Registrar under the Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and U.S. Bank National Association, as Trustee, a signed letter in the form of this letter; and we further agree, in the capacities stated above, to provide to any person purchasing any of the Restricted Certificates from us a notice advising such purchaser that resales of the Restricted Certificates are restricted as stated herein.


 


	(2)	We understand that, in connection with any proposed resale of any Restricted Certificates to QIB, we will be required to furnish to the Certificate Registrar a certification from such transferee in the form hereof to confirm that the proposed sale is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further understand that the Restricted Certificates purchased by us will bear a legend to the foregoing effect.


 


	(3)	We are acquiring the Restricted Certificates for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Restricted Certificates, and we and any account for which we are acting are each able to bear the economic risk of such investment.


 


	(4)	We are a QIB and we are acquiring the Restricted Certificates purchased by us for our own account or for one or more accounts (each of which is a QIB) as to each of which we exercise sole investment discretion.


 


	(5)	We have received such information as we deem necessary in order to make our investment decision.


 


 


 



    	E-2-1



    	 



    

 


	(6)	If we are acquiring ERISA-Restricted Certificates, we understand that in accordance with ERISA, the Code and the Underwriter's Exemption, no Plan and no person acting on behalf of such a Plan may acquire such Certificate except in accordance with Section 3.03(d) of the Agreement.


 


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


 


 


You are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


 


Very truly yours,


 


__________________________________


[Purchaser]


 


 


By: ________________________________


Name:


Title:


 



    	E-2-2



    	 



    

EXHIBIT F



FORM OF PURCHASER’S LETTER FOR

INSTITUTIONAL ACCREDITED INVESTOR


 


                               


Date


 


Ladies and Gentlemen:


 


In connection with our proposed purchase
of $______________ Class Principal Amount or Class Notional Amount, as applicable, of Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through
Certificates, Class [___], (the “Restricted Certificates”), we confirm that:


 


	(1)	We understand that the Restricted Certificates have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Restricted Certificates we will do so only (A) to the Depositor, (B) to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (D) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a QIB (an “Institutional Accredited Investor”) which, prior to such transfer, delivers to the Certificate Registrar under the Pooling and Servicing Agreement, dated as of  March 1, 2012 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, and U.S. Bank National Association as Trustee, a signed letter in the form of this letter; and we further agree, in the capacities stated above, to provide to any person purchasing any of the Restricted Certificates from us a notice advising such purchaser that resales of the Restricted Certificates are restricted as stated herein.


 


	(2)	We understand that, in connection with any proposed resale of any Restricted Certificates to an Institutional Accredited Investor, we will be required to furnish to the Certificate Registrar a certification from such transferee in the form hereof to confirm that the proposed sale is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further understand that the Restricted Certificates purchased by us will bear a legend to the foregoing effect.


 


	(3)	We are acquiring the Restricted Certificates for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Restricted Certificates, and we and any account for which we are acting are each able to bear the economic risk of such investment.


 


	(4)	We are an Institutional Accredited Investor and we are acquiring the Restricted Certificates purchased by us for our own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which we exercise sole investment discretion.


 


	(5)	We have received such information as we deem necessary in order to make our investment decision.


 


	(6)	If we are acquiring ERISA-Restricted Certificates, we understand that in accordance with ERISA, the Code and the Underwriter's Exemption, no Plan and no person acting on behalf of such a Plan may acquire such Certificate except in accordance with Section 3.03(d) of the Agreement.


 



    	F-1



    	 



    

 


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


 


 


You are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


 


Very truly yours,


 


__________________________________


[Purchaser]


 


 


By: ________________________________


Name:


Title:



    	F-2



    	 



    

EXHIBIT G



FORM OF ERISA TRANSFER AFFIDAVIT


  


	STATE OF NEW YORK	)
	 	)           ss.:
	COUNTY OF NEW YORK 	)


                                                                                                               


The undersigned, being first duly sworn,
deposes and says as follows:


 


1.      The
undersigned is the ______________________ of ______________ (the “Investor”), a [corporation duly organized] and existing
under the laws of __________, on behalf of which he makes this affidavit.


 


2.      The
Investor either (x) is not, and on ___________ [date of transfer] will not be, an employee benefit plan or other retirement arrangement
subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”) or a person acting
on behalf of any such Plan or investing the assets of any such Plan; (y) if the Certificate has been the subject of an ERISA-Qualifying
Underwriting, is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general
account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase
and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (z) herewith delivers to the Certificate
Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, the Depositor
and the Trustee, and upon which the Certificate Registrar, the Trustee, the Master Servicer, the Depositor and the Securities Administrator
shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Investor will not constitute or
result in any non-exempt prohibited transactions under Title I of ERISA or Section 4975 of the Code and will not subject the Certificate
Registrar or the Trustee to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement,
dated as of March 1, 2012 (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo
Bank, N.A., as Master Servicer and Securities Administrator and U.S. Bank National Association, as Trustee, by which opinion of
counsel shall not be an expense of the Trust Fund or the above parties.


 


Capitalized terms used but not defined herein
have the meanings given in the Agreement.


 


IN WITNESS WHEREOF, the Investor has caused this instrument
to be executed on its behalf, pursuant to proper authority, by its duly authorized officer, duly attested, this ____ day of _______________
20___.


 


_________________________________


[Investor]


 


 


By: ______________________________


Name:


Title:


 


ATTEST:


 


 


 


 



    	G-1



    	 



    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	)


 


 


 


Personally appeared before me the above-named
________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________
of the Investor, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Investor.


 


Subscribed and sworn before me this _____
day of _________ 20___.


 


______________________________


NOTARY PUBLIC


 


 


My commission expires the


_____ day of __________ 20___.


 


 



    	G-2



    	 



    

EXHIBIT H-1



LIST OF PURCHASE AGREEMENTS


 


 


		1.	Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation
(“RRAC”) and First Republic Bank, as modified by the related Acknowledgement.



 


		2.	Flow Mortgage Loan Sale and Servicing Agreement, dated as of March 16, 2012, between Barclays Bank PLC and First Republic Bank,
as modified by the related Acknowledgement.



 


		3.	Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, between RRAC and PHH Mortgage Corporation,
as modified by the related Acknowledgement.



 


		4.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between RRAC and PrimeLending, a PlainsCapital
Company, as modified by the related Acknowledgement.



 


		5.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2011, between RRAC and Flagstar Capital Markets Corporation,
as modified by the related Acknowledgement.



 


		6.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2011, between RRAC and Wintrust Mortgage, a division of
Barrington Bank and Trust, as modified by the related Acknowledgement.



 


		7.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling Savings Bank, as modified
by the related Acknowledgement.



 


		8.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and Guardhill Financial Corporation,
as modified by the related Acknowledgement.



 


		9.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Cole Taylor Bank, as modified
by the related Acknowledgement.



 


		10.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Shore Financial Services, Inc.,
as modified by the related Acknowledgement.



 


		11.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2011, between RRAC and Benchmark Bank, as modified
by the related Acknowledgement.



 


		12.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Simonich Corporation, dba Bank
of Commerce Mortgage, as modified by the related Acknowledgement.



 


		13.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of October 1, 2011, between RRAC and American Pacific Mortgage Corporation,
as modified by the related Acknowledgement.



 


		14.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between RRAC and Franklin American Mortgage Company,
as modified by the related Acknowledgement.



 



    	H-1



    	 



    

EXHIBIT H-2



LIST OF SERVICING AGREEMENTS


 


 


		1.	Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation
(“RRAC”) and First Republic Bank, as modified by the related Acknowledgement.



 


		2.	Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, between RRAC and PHH Mortgage Corporation,
as modified by the related Acknowledgement.



 


		3.	Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011, between RRAC and Cenlar FSB, as amended by Amendment No.
1 to the Flow Mortgage Loan Servicing Agreement, dated November 3, 2011, and as modified by the related Acknowledgement.



 


 



    	H-2



    	 



    

EXHIBIT I



ADDITIONAL DISCLOSURE NOTIFICATION


 


Additional Disclosure Notification


 


Wells Fargo Bank, N.A., as securities administrator


Fax: 443-367-3307


Email: cts.sec.notifications@wellsfargo.com


 


Sequoia Residential Funding, Inc.


Fax: 415-381-1773


Email: Sequoia.Notices@redwoodtrust.com


 


 


 


	 	Attn:  Corporate Trust Services—Sequoia Mortgage Trust 2012-2, Mortgage Pass-Through Certificates, Series 2012-2—SEC REPORT PROCESSING


 


RE:  **Additional Form [10-D][10-K][8-K] Disclosure**
Required


 


 


Ladies and Gentlemen:


 


In accordance with Section 6.21[(a)][(b)][(c)]
of the Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Agreement”), by and among Sequoia Residential
Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and U.S. Bank National Association,
as Trustee, with respect to Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificate, the undersigned, as [          ],
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


 


 


 


Any inquiries related to this notification
should be directed to [                       ],
phone number:  [         ]; email address:  [                   ].


 


 


[NAME OF PARTY],


as [role]


 


 


By: _____________________________


Name:


Title:


 


 



    	I-1



    	 



    

EXHIBIT J



BACK-UP CERTIFICATE TO FORM 10-K CERTIFICATE


 


Sequoia Mortgage Trust 2012-2 (the “Trust”)


Mortgage Pass-Through Certificates


 


Re:          The
Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), by and among Sequoia
Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and U.S. Bank
National Association, as Trustee with respect to Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through Certificates.


 


I, __________________________, the _________________________
of [NAME OF COMPANY] (the “Company”) certify to the Depositor and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


(1)I have reviewed the annual report on Form 10-K for the
fiscal year [____] (the “Annual Report”), and all reports on Form 10-D required to be filed in respect of period covered
by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust Fund;


 


(2)To my knowledge, (a) the Reports, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual
Report, and (b) the Company’s assessment of compliance and related attestation report referred to below, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such
assessment of compliance and attestation report;


 


(3)To my knowledge, the distribution information required
to be provided by the Company under the Pooling and Servicing Agreement has been provided to the Securities Administrator for inclusion
in the Reports is included in the Reports;


 


(4)I am responsible for reviewing the activities performed
by the Company under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing
the assessment of compliance of the Company required by the Pooling and Servicing Agreement, and except as disclosed in the Reports,
the Company has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects; and


 


(5)The report on assessment of compliance with servicing
criteria applicable to the Company for asset-backed securities of the Company and each Subcontractor utilized by the Company and
the related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Annual Report. Any material instances of non-compliance are described in such report and have been disclosed
in the Annual Report.


 


In giving the certifications above, the
Company has reasonably relied on information provided to it by the following unaffiliated parties: [names of servicer(s), subservicer(s),
custodian(s)]


 


Date:


 


By:__________________________


 


[Signature]


[Title]



    	J-1



    	 



    

 





EXHIBIT K



SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The Assessment of Compliance to be delivered
by the parties listed in the table below shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” for each such party:


 


 


	
        Regulation AB

        Reference
	Servicing Criteria	Master Servicer	Securities Administrator	Custodian	 


 


	 	General Servicing Considerations	 	 	 	 


 


	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X	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	 	 	 
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	N/A	N/A	N/A	 
	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	 	 	 
	 	Cash Collection and Administration	 	 	 	 
	1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate bank collection accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X	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	 	 
	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	 	 	 



    	K-1



    	 



    

 


	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X	X	 	 
	1122(d)(2)(v)	Each collection account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X	X	 	 
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X	 	 	 
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X	 	 	 


  


	 	 	 	 	 	 
	 	Investor Remittances and Reporting	 	 	 	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	X	 	 	 



    	K-2



    	 



    

 





	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	X	 	 
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X	 	 	 
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X	 	 	 
	 	Pool Asset Administration	 	 	 	 
	1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	 	 	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.	N/A	N/A	N/A	 
	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.	N/A	N/A	N/A	 
	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.	N/A	N/A	N/A	 
	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.	N/A	N/A	N/A	 
	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.	N/A	N/A	N/A	 







 



    	K-3



    	 



    

 


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


 


 



    	K-4



    	 



    

EXHIBIT L



ADDITIONAL FORM 10-D DISCLOSURE


 


 


	ADDITIONAL FORM 10-D DISCLOSURE
	Item on Form 10-D	Party Responsible
	Item 1: Distribution and Pool Performance Information	 
	Information included in the Distribution Date Statement	
        Master Servicer

        Securities Administrator

	Any information required by 1121 which is NOT included on the Distribution Date Statement	Depositor
 

	
        Item 2: Legal Proceedings

         

        Any legal proceeding pending against the following entities
        or their respective property, that is material to Certificateholders, including any proceedings known to be contemplated by governmental
        authorities:
	 
	▪ Issuing Entity (Trust Fund)	Trustee, Master Servicer, Securities Administrator and Depositor
	▪ Sponsor (Seller)	Seller (if a party to the Pooling and Servicing Agreement) or Depositor
	▪ Depositor	Depositor
	▪ Trustee	Trustee
	▪ Securities Administrator	Securities Administrator
	▪ Master Servicer	Master Servicer
	▪ Custodian	Custodian
	▪ 1110(b) Originator	Depositor
	▪ Any 1108(a)(2) Servicer (other than the Master Servicer or the Securities Administrator)	Servicer (as to itself)
	▪ Any other party contemplated by 1100(d)(1)	Depositor
	
        Item 3:  Sale of Securities
        and Use of Proceeds

         

        Information from Item 2(a) of Part II of Form 10-Q:

         

        With respect to any sale of securities by the sponsor, depositor
        or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered,
        provide the sales and use of proceeds information in Item 701 of Regulation S-K.  Pricing information can be omitted
        if securities were not registered.
	Depositor


 


  



    	L-1



    	 



    

 


	ADDITIONAL FORM 10-D DISCLOSURE
	Item on Form 10-D	Party Responsible
	
        Item 4:  Defaults Upon Senior
        Securities

         

        Information from Item 3 of Part II of Form 10-Q:

         

        Report the occurrence of any Event of Default (after expiration
        of any grace period and provision of any required notice)
	
        Securities Administrator

        Trustee

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

         

        Information from Item 4 of Part II of Form 10-Q
	
        Securities Administrator

        Trustee

	
        Item 6:  Significant Obligors
        of Pool Assets

         

        Item 1112(b) – Significant Obligor Financial
        Information*
	Depositor
	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.	 
	
        Item 7:  Significant Enhancement
        Provider Information

         

        Item 1114(b)(2) – Credit Enhancement Provider Financial
        Information*
	 
	▪ Determining applicable disclosure threshold	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	
        Depositor

         

	Item 1115(b) – Derivative Counterparty Financial Information*	 
	▪ Determining current maximum probable exposure	Depositor
	▪ Determining current significance percentage	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	
        Depositor

         

	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.	 


 



    	L-2



    	 



    

 


 


	ADDITIONAL FORM 10-D DISCLOSURE
	Item on Form 10-D	Party Responsible
	
        Item 8:  Other Information

         

        Disclose any information required to be reported on Form
        8-K during the period covered by the Form 10-D but not reported
	Any party responsible for the applicable Form 8-K Disclosure item
	Item 9:  Exhibits	 
	Distribution Date Statement to Certificateholders	Securities Administrator
	Exhibits required by Item 601 of Regulation S-K, such as material agreements	Depositor


 



    	L-3



    	 



    

EXHIBIT M



ADDITIONAL FORM 10-K DISCLOSURE


 


	ADDITIONAL FORM 10-K DISCLOSURE
	Item on Form 10-K	Party Responsible
	Item 1B: Unresolved Staff Comments	Depositor
	
        Item 9B:  Other Information

        Disclose any information required to be reported on Form 8-K
        during the fourth quarter covered by the Form 10-K but not reported
	Any party responsible for disclosure items on Form 8-K
	Item 15:  Exhibits, Financial Statement Schedules	
        Securities Administrator

        Depositor

	Reg AB Item 1112(b):  Significant Obligors of Pool Assets	 
	Significant Obligor Financial Information*	Depositor
	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.	 
	Reg AB Item 1114(b)(2):  Credit Enhancement Provider Financial Information	 
	▪ Determining applicable disclosure threshold	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	
        Depositor

         

	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.	 
	Reg AB Item 1115(b):  Derivative Counterparty Financial Information	 
	▪ Determining current maximum probable exposure	Depositor
	▪ Determining current significance percentage	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	Depositor
	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.	 


 



    	M-1



    	 



    

 


	ADDITIONAL FORM 10-K DISCLOSURE
	Item on Form 10-K	Party Responsible
	
        Reg AB Item 1117: Legal Proceedings

         

        Any legal proceeding pending against the following entities
        or their respective property, that is material to Certificateholders, including any proceedings known to be contemplated by governmental
        authorities:
	 
	▪ Issuing Entity (Trust Fund)	Trustee, Master Servicer, Securities Administrator and Depositor
	▪ Sponsor (Seller)	Seller (if a party to the Pooling and Servicing Agreement) or Depositor
	▪ Depositor	Depositor
	▪ Trustee	Trustee
	▪ Securities Administrator	Securities Administrator
	▪ Master Servicer	Master Servicer
	▪ Custodian	Custodian
	▪ 1110(b) Originator	Depositor
	▪ Any 1108(a)(2) Servicer (other than the Master Servicer or the Securities Administrator)	Servicer (as to itself)
	▪ Any other party contemplated by 1100(d)(1)	Depositor
	Reg AB Item 1119:  Affiliations and Relationships	 
	Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of the following parties, and (b) to the extent known and material, any of the following parties are affiliated with one another:	
        Depositor as to (a)

        Sponsor/Seller as to (b)

	▪ Master Servicer	Master Servicer
	▪ Securities Administrator	Securities Administrator
	▪ Trustee	
        Depositor/Sponsor as to (a)

        Trustee as to (b)

	▪ Any other 1108(a)(3) servicer	Servicer (as to itself)
	▪ Any 1110 Originator	Depositor/Sponsor
	▪ Any 1112(b) Significant Obligor	Depositor/Sponsor
	▪ Any 1114 Credit Enhancement Provider	Depositor/Sponsor
	▪ Any 1115 Derivative Counterparty Provider	Depositor/Sponsor
	▪ Any other 1101(d)(1) material party	Depositor/Sponsor


 


 



    	M-2



    	 



    

 


 


	ADDITIONAL FORM 10-K DISCLOSURE
	Item on Form 10-K	Party Responsible
	Whether there are any “outside the ordinary course business arrangements” other than would be obtained in an arm’s length transaction between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material to a Certificateholder’s understanding of the Certificates:	
        Depositor as to (a)

        Sponsor/Seller as to (b)

	▪ Master Servicer	Master Servicer
	▪ Securities Administrator	Securities Administrator
	▪ Trustee	Depositor/Sponsor
	▪ Any other 1108(a)(3) servicer	Servicer (as to itself)
	▪ Any 1110 Originator	Depositor/Sponsor
	▪ Any 1112(b) Significant Obligor	Depositor/Sponsor
	▪ Any 1114 Credit Enhancement Provider	Depositor/Sponsor
	▪ Any 1115 Derivative Counterparty Provider	Depositor/Sponsor
	▪ Any other 1101(d)(1) material party	Depositor/Sponsor
	Whether there are any specific relationships involving the transaction or the pool assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material:	
        Depositor as to (a)

        Sponsor/Seller as to (b)

	▪ Master Servicer	Master Servicer
	▪ Securities Administrator	Securities Administrator
	▪ Trustee	Depositor/Sponsor
	▪ Any other 1108(a)(3) servicer	Servicer (as to itself)
	▪ Any 1110 Originator	Depositor/Sponsor
	▪ Any 1112(b) Significant Obligor	Depositor/Sponsor
	▪ Any 1114 Credit Enhancement Provider	Depositor/Sponsor
	▪ Any 1115 Derivative Counterparty Provider	Depositor/Sponsor
	▪ Any other 1101(d)(1) material party	Depositor/Sponsor


 



    	M-3



    	 



    

EXHIBIT N



ADDITIONAL FORM 8-K DISCLOSURE


 


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

         

        Disclosure is required regarding entry into or amendment of
        any definitive agreement that is material to the securitization, even if depositor is not a party.

         

        Examples: servicing agreement, custody agreement.

         

        Note: disclosure not required as to definitive agreements that
        are fully disclosed in the prospectus
	All parties (as to themselves)
	
        Item 1.02- Termination of a Material
        Definitive Agreement

         

        Disclosure is required regarding termination of  any
        definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor
        is not a party.

         

        Examples: servicing agreement, custody agreement.
	All parties (as to themselves)
	
        Item 1.03- Bankruptcy or Receivership

         

        Disclosure is required regarding the bankruptcy or receivership,
        with respect to any of the following:
	Depositor
	▪ Sponsor (Seller)	Depositor/Sponsor (Seller)
	▪ Depositor	Depositor
	▪ Master Servicer	Master Servicer
	▪ Affiliated Servicer	Servicer (as to itself)
	▪ Other Servicer servicing 20% or more of the pool assets at the time of the report	Servicer (as to itself)
	▪ Other material servicers	Servicer (as to itself)
	▪ Trustee	Trustee
	▪ Securities Administrator	Securities Administrator
	▪ Significant Obligor	Depositor


 


 



    	N-1



    	 



    

 


	FORM 8-K DISCLOSURE INFORMATION
	Item on Form 8-K	Party Responsible
	▪ Credit Enhancer (10% or more)	Depositor
	▪ Derivative Counterparty	Depositor
	▪ Custodian	Custodian
	
        Item 2.04- Triggering Events that Accelerate
        or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

         

        Includes an early amortization, performance trigger or other
        event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.

         

        Disclosure will be made of events other than waterfall triggers
        which are disclosed in the Distribution Date Statements to the certificateholders.
	
        Depositor

        Master Servicer

        Securities Administrator

	
        Item 3.03- Material Modification to Rights
        of Security Holders

         

        Disclosure is required of any material modification to documents
        defining the rights of Certificateholders, including the Pooling and Servicing Agreement.
	
        Securities Administrator

        Depositor

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

         

        Disclosure is required of any amendment “to the governing
        documents of the issuing entity”.
	Depositor
	Item 6.01- ABS Informational and Computational Material	Depositor
	
        Item 6.02- Change of Servicer or Securities
        Administrator 

         

        Requires disclosure of any removal, replacement, substitution
        or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report,
        other material servicers or trustee.
	
        Master Servicer/Securities Administrator/Depositor/

        Servicer (as to itself)/Trustee

	Reg AB disclosure about any new servicer or master servicer is also required.	Servicer (as to itself)/Master Servicer/Depositor
	Reg AB disclosure about any new Trustee is also required.	Depositor/Securities Administrator


 



    	N-2



    	 



    

 


	FORM 8-K DISCLOSURE INFORMATION
	Item on Form 8-K	Party Responsible
	
        Item 6.03- Change in Credit Enhancement
        or External Support

         

        Covers termination of any enhancement in manner other than by
        its terms, the addition of an enhancement, or a material change in the enhancement provided.  Applies to external credit
        enhancements as well as derivatives.
	Depositor/Securities Administrator
	Reg AB disclosure about any new enhancement provider is also required.	Depositor
	Item 6.04- Failure to Make a Required Distribution	Securities Administrator
	
        Item 6.05- Securities Act Updating Disclosure

         

        If any material pool characteristic differs by 5% or more at
        the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the
        actual asset pool.
	Depositor
	If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	Depositor
	Item 7.01- Reg FD Disclosure	All parties (as to themselves)
	
        Item 8.01- Other Events

         

        Any event, with respect to which information
        is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.
	Depositor
	Item 9.01- Financial Statements and Exhibits	Responsible party for reporting/disclosing the financial statement or exhibit


 



    	N-3



    	 



    

EXHIBIT O


 


FORM OF CERTIFICATION FOR NRSROs AND DEPOSITOR


[Date]


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: RMBS – SEMT 2012-2


 


		Attention:	Sequoia Mortgage Trust 2012-2,



Mortgage Pass-Through Certificates, Series 2012-2


 


In accordance with the requirements for
obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and
Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer
and Securities Administrator, and U.S. Bank National Association, as Trustee with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


With respect to any Nationally Recognized Statistical
Rating Organization (“NRSRO”):


 


		1.	The undersigned, an NRSRO, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e).



		2.	The undersigned has access to the Depositor's 17g-5 website, and any confidentiality agreement applicable to the undersigned
with respect to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the
Rule 17g-5 Website.



		3.	The undersigned shall be deemed to have recertified to the provisions herein each time it accesses any information on the Rule
17g-5 Website maintained by the Securities Administrator.



 


With respect to the Depositor:


 


		1.	The undersigned is the Depositor under the Pooling and Servicing Agreement.



 


Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made the representations
above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


 



    	O-1



    	 



    

SCHEDULE A



MORTGAGE LOAN SCHEDULE


 


 


 


 


 



    	Schedule A-1



    	 



    

 


 













	 	1	2	3	4	5	6	7	8	9	10
	KEY	Primary 

Servicer	Servicing 

Fee %	Servicing 

Fee—Flatdollar	Servicing 

Advance 

Methodology	Originator	Loan 

Group	Loan 

Number	Amortization 

Type	Lien 

Position	HELOC 

Indicator
	1	1000383	0.0025	 	 	9999999	1	1030002488	1	1	0
	2	1000383	0.0025	 	 	9999999	1	1030002313	1	1	0
	3	1000383	0.0025	 	 	9999999	1	1030002379	1	1	0
	4	1000383	0.0025	 	 	9999999	1	1030002433	1	1	0
	5	1000383	0.0025	 	 	9999999	1	1030002544	1	1	0
	6	1000383	0.0025	 	 	9999999	1	1030002479	1	1	0
	7	1000383	0.0025	 	 	9999999	1	1000001421	1	1	0
	8	1000383	0.0025	 	 	9999999	1	1000001886	1	1	0
	9	1000383	0.0025	 	 	9999999	1	1000001245	1	1	0
	10	1000383	0.0025	 	 	9999999	1	1000002088	1	1	0
	11	1000383	0.0025	 	 	9999999	1	1000001587	1	1	0
	12	1000383	0.0025	 	 	9999999	1	1000002318	1	1	0
	13	1000383	0.0025	 	 	9999999	1	1300001674	1	1	0
	14	1000383	0.0025	 	 	9999999	1	1300002028	1	1	0
	15	1000383	0.0025	 	 	9999999	1	1300002009	1	1	0
	16	1000383	0.0025	 	 	9999999	1	1300002025	1	1	0
	17	1000383	0.0025	 	 	9999999	1	1300002034	1	1	0
	18	1000383	0.0025	 	 	9999999	1	1300002148	1	1	0
	19	1000383	0.0025	 	 	9999999	1	1300002184	1	1	0
	20	1000383	0.0025	 	 	9999999	1	1300002199	1	1	0
	21	1000383	0.0025	 	 	9999999	1	1300001922	1	1	0
	22	1000383	0.0025	 	 	9999999	1	1300002261	1	1	0
	23	1000383	0.0025	 	 	9999999	1	1300002279	1	1	0
	24	1000383	0.0025	 	 	9999999	1	1010002436	1	1	0
	25	1000383	0.0025	 	 	9999999	1	1010002491	1	1	0
	26	1000383	0.0025	 	 	9999999	1	1450002527	1	1	0
	27	1000383	0.0025	 	 	9999999	1	1950001996	1	1	0
	28	1000383	0.0025	 	 	9999999	1	1950002102	1	1	0
	29	1000383	0.0025	 	 	9999999	1	1950002275	1	1	0
	30	1000383	0.0025	 	 	9999999	1	1650001969	1	1	0
	31	1000383	0.0025	 	 	9999999	1	1650002006	1	1	0
	32	1000383	0.0025	 	 	9999999	1	1650002074	1	1	0
	33	1000383	0.0025	 	 	9999999	1	1650002204	1	1	0
	34	1000383	0.0025	 	 	9999999	1	1650002273	1	1	0
	35	1000383	0.0025	 	 	9999999	1	1650002405	1	1	0
	36	1000383	0.0025	 	 	9999999	1	1650002411	1	1	0
	37	1000383	0.0025	 	 	9999999	1	1650002211	1	1	0
	38	1000383	0.0025	 	 	9999999	1	1650002427	1	1	0
	39	1000383	0.0025	 	 	9999999	1	1700001422	1	1	0
	40	1000383	0.0025	 	 	9999999	1	1400002190	1	1	0
	41	1000383	0.0025	 	 	9999999	1	1400002220	1	1	0
	42	1000383	0.0025	 	 	9999999	1	1400002230	1	1	0
	43	1000383	0.0025	 	 	1008498	1	1150002123	1	1	0
	44	1000383	0.0025	 	 	1008498	1	1150002114	1	1	0
	45	1000383	0.0025	 	 	1008498	1	1150001936	1	1	0
	46	1000383	0.0025	 	 	1008498	1	1150001928	1	1	0
	47	1000383	0.0025	 	 	1008498	1	1150002241	1	1	0
	48	1000383	0.0025	 	 	1008498	1	1150001732	1	1	0
	49	1000383	0.0025	 	 	1008498	1	1150001682	1	1	0
	50	1000383	0.0025	 	 	1008498	1	1150001562	1	1	0
	51	1000383	0.0025	 	 	1008498	1	1150001852	1	1	0
	52	1000383	0.0025	 	 	1008498	1	1150001494	1	1	0
	53	1000383	0.0025	 	 	1008498	1	1150001492	1	1	0
	54	1000383	0.0025	 	 	1008498	1	1150002001	1	1	0
	55	1000383	0.0025	 	 	1008498	1	1150002224	1	1	0
	56	1000383	0.0025	 	 	1008498	1	1150002132	1	1	0
	57	1000383	0.0025	 	 	1008498	1	1150001952	1	1	0
	58	1000383	0.0025	 	 	1008498	1	1150001924	1	1	0
	59	1000383	0.0025	 	 	1008498	1	1150001851	1	1	0
	60	1000383	0.0025	 	 	1008498	1	1150002150	1	1	0
	61	1000383	0.0025	 	 	1008498	1	1150001483	1	1	0
	62	1000383	0.0025	 	 	1008498	1	1150001523	1	1	0
	63	1000383	0.0025	 	 	1008498	1	1150001563	1	1	0
	64	1000383	0.0025	 	 	1008498	1	1150001926	1	1	0
	65	1000383	0.0025	 	 	1008498	1	1150001863	1	1	0
	66	1000383	0.0025	 	 	1008498	1	1150002252	1	1	0
	67	1000383	0.0025	 	 	1008498	1	1150001844	1	1	0
	68	1000383	0.0025	 	 	1008498	1	1150002283	1	1	0
	69	1000383	0.0025	 	 	1008498	1	1150002353	1	1	0
	70	1000383	0.0025	 	 	1008498	1	1150002336	1	1	0
	71	1000383	0.0025	 	 	1008498	1	1150001743	1	1	0
	72	1000383	0.0025	 	 	1008498	1	1150002342	1	1	0
	73	1000383	0.0025	 	 	1008498	1	1150002699	1	1	0
	74	1000383	0.0025	 	 	1008498	1	1150002269	1	1	0
	75	1000383	0.0025	 	 	1008498	1	1150002325	1	1	0
	76	1000383	0.0025	 	 	1008498	1	1150002496	1	1	0
	77	1000383	0.0025	 	 	1008498	1	1150002580	1	1	0
	78	1002338	0.0025	 	 	1002338	1	3000001081	1	1	0
	79	1002338	0.0025	 	 	1002338	1	993000189	1	1	0
	80	1002338	0.0025	 	 	1002338	1	993000160	1	1	0
	81	1002338	0.0025	 	 	1002338	1	993000156	1	1	0
	82	1002338	0.0025	 	 	1002338	1	993000148	1	1	0
	83	1002338	0.0025	 	 	1002338	1	993000130	1	1	0
	84	1002338	0.0025	 	 	1002338	1	993000125	1	1	0
	85	1002338	0.0025	 	 	1002338	1	993000124	1	1	0
	86	1002338	0.0025	 	 	1002338	1	993000121	1	1	0
	87	1002338	0.0025	 	 	1002338	1	993000120	1	1	0
	88	1002338	0.0025	 	 	1002338	1	993000114	1	1	0
	89	1002338	0.0025	 	 	1002338	1	993000111	1	1	0
	90	1002338	0.0025	 	 	1002338	1	993000109	1	1	0
	91	1002338	0.0025	 	 	1002338	1	993000108	1	1	0
	92	1002338	0.0025	 	 	1002338	1	993000107	1	1	0
	93	1002338	0.0025	 	 	1002338	1	3000001419	1	1	0
	94	1002338	0.0025	 	 	1002338	1	993000105	1	1	0
	95	1002338	0.0025	 	 	1002338	1	993000104	1	1	0
	96	1002338	0.0025	 	 	1002338	1	993000102	1	1	0
	97	1002338	0.0025	 	 	1002338	1	993000101	1	1	0
	98	1002338	0.0025	 	 	1002338	1	993000098	1	1	0
	99	1002338	0.0025	 	 	1002338	1	993000096	1	1	0
	100	1002338	0.0025	 	 	1002338	1	993000095	1	1	0
	101	1002338	0.0025	 	 	1002338	1	993000094	1	1	0
	102	1002338	0.0025	 	 	1002338	1	993000093	1	1	0
	103	1002338	0.0025	 	 	1002338	1	993000092	1	1	0
	104	1002338	0.0025	 	 	1002338	1	993000090	1	1	0
	105	1002338	0.0025	 	 	1002338	1	993000089	1	1	0
	106	1002338	0.0025	 	 	1002338	1	993000088	1	1	0
	107	1002338	0.0025	 	 	1002338	1	993000087	1	1	0
	108	1002338	0.0025	 	 	1002338	1	993000086	1	1	0
	109	1002338	0.0025	 	 	1002338	1	993000085	1	1	0
	110	1002338	0.0025	 	 	1002338	1	993000084	1	1	0
	111	1002338	0.0025	 	 	1002338	1	993000083	1	1	0
	112	1002338	0.0025	 	 	1002338	1	993000082	1	1	0
	113	1002338	0.0025	 	 	1002338	1	993000079	1	1	0
	114	1002338	0.0025	 	 	1002338	1	993000078	1	1	0
	115	1002338	0.0025	 	 	1002338	1	993000077	1	1	0
	116	1002338	0.0025	 	 	1002338	1	993000076	1	1	0
	117	1002338	0.0025	 	 	1002338	1	993000073	1	1	0
	118	1002338	0.0025	 	 	1002338	1	993000070	1	1	0
	119	1002338	0.0025	 	 	1002338	1	993000069	1	1	0
	120	1002338	0.0025	 	 	1002338	1	993000067	1	1	0
	121	1002338	0.0025	 	 	1002338	1	993000064	1	1	0
	122	1002338	0.0025	 	 	1002338	1	993000063	1	1	0
	123	1002338	0.0025	 	 	1002338	1	993000062	1	1	0
	124	1002338	0.0025	 	 	1002338	1	993000061	1	1	0
	125	1002338	0.0025	 	 	1002338	1	993000059	1	1	0
	126	1002338	0.0025	 	 	1002338	1	993000058	1	1	0
	127	1002338	0.0025	 	 	1002338	1	993000057	1	1	0
	128	1002338	0.0025	 	 	1002338	1	993000054	1	1	0
	129	1002338	0.0025	 	 	1002338	1	993000053	1	1	0
	130	1002338	0.0025	 	 	1002338	1	993000052	1	1	0
	131	1002338	0.0025	 	 	1002338	1	993000051	1	1	0
	132	1002338	0.0025	 	 	1002338	1	993000046	1	1	0
	133	1002338	0.0025	 	 	1002338	1	993000045	1	1	0
	134	1002338	0.0025	 	 	1002338	1	993000044	1	1	0
	135	1002338	0.0025	 	 	1002338	1	993000043	1	1	0
	136	1002338	0.0025	 	 	1002338	1	993000041	1	1	0
	137	1002338	0.0025	 	 	1002338	1	993000040	1	1	0
	138	1002338	0.0025	 	 	1002338	1	993000039	1	1	0
	139	1002338	0.0025	 	 	1002338	1	993000038	1	1	0
	140	1002338	0.0025	 	 	1002338	1	993000036	1	1	0
	141	1002338	0.0025	 	 	1002338	1	993000034	1	1	0
	142	1002338	0.0025	 	 	1002338	1	993000033	1	1	0
	143	1002338	0.0025	 	 	1002338	1	993000031	1	1	0
	144	1002338	0.0025	 	 	1002338	1	993000027	1	1	0
	145	1002338	0.0025	 	 	1002338	1	993000026	1	1	0
	146	1002338	0.0025	 	 	1002338	1	993000024	1	1	0
	147	1002338	0.0025	 	 	1002338	1	993000023	1	1	0
	148	1002338	0.0025	 	 	1002338	1	993000022	1	1	0
	149	1002338	0.0025	 	 	1002338	1	993000020	1	1	0
	150	1002338	0.0025	 	 	1002338	1	993000013	1	1	0
	151	1002338	0.0025	 	 	1002338	1	993000011	1	1	0
	152	1002338	0.0025	 	 	1002338	1	993000010	1	1	0
	153	1002338	0.0025	 	 	1002338	1	993000008	1	1	0
	154	1002338	0.0025	 	 	1002338	1	993000004	1	1	0
	155	1002338	0.0025	 	 	1002338	1	3000001950	1	1	0
	156	1002338	0.0025	 	 	1002338	1	3000001986	1	1	0
	157	1002338	0.0025	 	 	1002338	1	993000016	1	1	0
	158	1002338	0.0025	 	 	1002338	1	993000017	1	1	0
	159	1002338	0.0025	 	 	1002338	1	993000018	1	1	0
	160	1002338	0.0025	 	 	1002338	1	993000019	1	1	0
	161	1002338	0.0025	 	 	1002338	1	993000003	1	1	0
	162	1002338	0.0025	 	 	1002338	1	993000028	1	1	0
	163	1002338	0.0025	 	 	1002338	1	993000029	1	1	0
	164	1002338	0.0025	 	 	1002338	1	993000025	1	1	0
	165	1002338	0.0025	 	 	1002338	1	993000048	1	1	0
	166	1002338	0.0025	 	 	1002338	1	993000037	1	1	0
	167	1002338	0.0025	 	 	1002338	1	993000056	1	1	0
	168	1002338	0.0025	 	 	1002338	1	993000050	1	1	0
	169	1002338	0.0025	 	 	1002338	1	993000060	1	1	0
	170	1002338	0.0025	 	 	1002338	1	993000190	1	1	0
	171	1002338	0.0025	 	 	1002338	1	993000068	1	1	0
	172	1002338	0.0025	 	 	1002338	1	993000015	1	1	0
	173	1002338	0.0025	 	 	1002338	1	993000072	1	1	0
	174	1002338	0.0025	 	 	1002338	1	993000047	1	1	0
	175	1002338	0.0025	 	 	1002338	1	993000097	1	1	0
	176	1002338	0.0025	 	 	1002338	1	993000146	1	1	0
	177	1002338	0.0025	 	 	1002338	1	993000123	1	1	0
	178	1002338	0.0025	 	 	1002338	1	3000002103	1	1	0
	179	1002338	0.0025	 	 	1002338	1	3000002417	1	1	0
	180	1002338	0.0025	 	 	1002338	1	3000002911	1	1	0
	181	1002338	0.0025	 	 	1002338	1	3000001896	1	1	0
	182	1002338	0.0025	 	 	1002338	1	3000002104	1	1	0
	183	1002338	0.0025	 	 	1002338	1	3000002906	1	1	0
	184	1002338	0.0025	 	 	1002338	1	3000002967	1	1	0
	185	1002338	0.0025	 	 	1002338	1	3000002913	1	1	0
	186	1002338	0.0025	 	 	1002338	1	3000002961	1	1	0
	187	1002338	0.0025	 	 	1002338	1	3000002908	1	1	0
	188	1002338	0.0025	 	 	1002338	1	3000002923	1	1	0
	189	1002338	0.0025	 	 	1002338	1	3000002914	1	1	0
	190	1002338	0.0025	 	 	1002338	1	3000002924	1	1	0
	191	1002338	0.0025	 	 	1002338	1	3000002957	1	1	0
	192	1002338	0.0025	 	 	1002338	1	3000002940	1	1	0
	193	1002338	0.0025	 	 	1002338	1	3000002927	1	1	0
	194	1002338	0.0025	 	 	1002338	1	3000002969	1	1	0
	195	1002338	0.0025	 	 	1002338	1	3000002947	1	1	0
	196	1002338	0.0025	 	 	1002338	1	3500003166	1	1	0
	197	1002338	0.0025	 	 	1002338	1	3500003167	1	1	0
	198	1002338	0.0025	 	 	1002338	1	3500003171	1	1	0
	199	1002338	0.0025	 	 	1002338	1	3500003181	1	1	0
	200	1002338	0.0025	 	 	1002338	1	3500003195	1	1	0
	201	1002338	0.0025	 	 	1002338	1	3500003220	1	1	0
	202	1002338	0.0025	 	 	1002338	1	3500003170	1	1	0
	203	1002338	0.0025	 	 	1002338	1	3500003173	1	1	0
	204	1002338	0.0025	 	 	1002338	1	3500003174	1	1	0
	205	1002338	0.0025	 	 	1002338	1	3500003178	1	1	0
	206	1002338	0.0025	 	 	1002338	1	3500003179	1	1	0
	207	1002338	0.0025	 	 	1002338	1	3500003184	1	1	0
	208	1002338	0.0025	 	 	1002338	1	3500003185	1	1	0
	209	1002338	0.0025	 	 	1002338	1	3500003186	1	1	0
	210	1002338	0.0025	 	 	1002338	1	3500003187	1	1	0
	211	1002338	0.0025	 	 	1002338	1	3500003188	1	1	0
	212	1002338	0.0025	 	 	1002338	1	3500003189	1	1	0
	213	1002338	0.0025	 	 	1002338	1	3500003190	1	1	0
	214	1002338	0.0025	 	 	1002338	1	3500003193	1	1	0
	215	1002338	0.0025	 	 	1002338	1	3500003196	1	1	0
	216	1002338	0.0025	 	 	1002338	1	3500003198	1	1	0
	217	1002338	0.0025	 	 	1002338	1	3500003199	1	1	0
	218	1002338	0.0025	 	 	1002338	1	3500003200	1	1	0
	219	1002338	0.0025	 	 	1002338	1	3500003202	1	1	0
	220	1002338	0.0025	 	 	1002338	1	3500003204	1	1	0
	221	1002338	0.0025	 	 	1002338	1	3500003215	1	1	0
	222	1002338	0.0025	 	 	1002338	1	3500003221	1	1	0
	223	1002338	0.0025	 	 	1002338	1	3500003222	1	1	0
	224	1002338	0.0025	 	 	1002338	1	3500003225	1	1	0
	225	1002338	0.0025	 	 	1002338	1	3500003228	1	1	0
	226	1002338	0.0025	 	 	1002338	1	3500003231	1	1	0
	227	1002338	0.0025	 	 	1002338	1	993000001	1	1	0
	228	1002338	0.0025	 	 	1002338	1	3500003211	1	1	0
	229	1002338	0.0025	 	 	1002338	1	3500003219	1	1	0
	230	1002338	0.0025	 	 	1002338	1	3500003226	1	1	0
	231	1002338	0.0025	 	 	1002338	1	3000002291	1	1	0
	232	1002338	0.0025	 	 	1002338	1	3000002038	1	1	0
	233	1000383	0.0025	 	 	1000536	1	1050001983	1	1	0
	234	1000383	0.0025	 	 	1000536	1	1050001576	1	1	0
	235	1000383	0.0025	 	 	1000536	1	1050001442	1	1	0
	236	1000383	0.0025	 	 	1000536	1	1050001206	1	1	0
	237	1000383	0.0025	 	 	1000536	1	1050001365	1	1	0
	238	1000383	0.0025	 	 	1000536	1	1050001564	1	1	0
	239	1000383	0.0025	 	 	1000536	1	1050001285	1	1	0
	240	1000383	0.0025	 	 	1000536	1	1050001739	1	1	0
	241	1000383	0.0025	 	 	1000536	1	1050001224	1	1	0
	242	1000383	0.0025	 	 	1000536	1	1050001175	1	1	0
	243	1000383	0.0025	 	 	1000536	1	1050001210	1	1	0
	244	1000383	0.0025	 	 	1000536	1	1050001219	1	1	0
	245	1000383	0.0025	 	 	1000536	1	1050001575	1	1	0
	246	1000383	0.0025	 	 	1000536	1	1050001297	1	1	0
	247	1000383	0.0025	 	 	1000536	1	1050001664	1	1	0
	248	1000383	0.0025	 	 	1000536	1	1050001414	1	1	0
	249	1000383	0.0025	 	 	1000536	1	1050001909	1	1	0
	250	1000383	0.0025	 	 	1000536	1	1050001306	1	1	0
	251	1000383	0.0025	 	 	1000536	1	1050001149	1	1	0
	252	1000383	0.0025	 	 	1000536	1	1050001792	1	1	0
	253	1000383	0.0025	 	 	1000536	1	1050001320	1	1	0
	254	1000383	0.0025	 	 	1000536	1	1050001333	1	1	0
	255	1000383	0.0025	 	 	1000536	1	1050001083	1	1	0
	256	1000383	0.0025	 	 	1000536	1	1050001049	1	1	0
	257	1000383	0.0025	 	 	1000536	1	1050001360	1	1	0
	258	1000383	0.0025	 	 	1000536	1	1050001913	1	1	0
	259	1000383	0.0025	 	 	1000536	1	1050001188	1	1	0
	260	1000383	0.0025	 	 	1000536	1	1050001763	1	1	0
	261	1000383	0.0025	 	 	1000536	1	1050001848	1	1	0
	262	1000383	0.0025	 	 	1000536	1	1050001453	1	1	0
	263	1000383	0.0025	 	 	1000536	1	1050001858	1	1	0
	264	1000383	0.0025	 	 	1000536	1	1050002067	1	1	0
	265	1000383	0.0025	 	 	1000536	1	1050001814	1	1	0
	266	1000383	0.0025	 	 	1000536	1	1050001836	1	1	0
	267	1000383	0.0025	 	 	1000536	1	1050001323	1	1	0
	268	1000383	0.0025	 	 	1000536	1	1050002326	1	1	0
	269	1000383	0.0025	 	 	1000536	1	1050002201	1	1	0
	270	1000383	0.0025	 	 	1000536	1	1050002301	1	1	0
	271	1000383	0.0025	 	 	1000536	1	1050001051	1	1	0
	272	1000383	0.0025	 	 	1000536	1	1050002357	1	1	0
	273	1000383	0.0025	 	 	1000536	1	1050002249	1	1	0
	274	1000383	0.0025	 	 	1000536	1	1050001753	1	1	0
	275	1000383	0.0025	 	 	1000536	1	1050002216	1	1	0
	276	1000383	0.0025	 	 	1000536	1	1050002146	1	1	0
	277	1000383	0.0025	 	 	1000536	1	1050002207	1	1	0
	278	1000383	0.0025	 	 	1000536	1	1050002229	1	1	0
	279	1000383	0.0025	 	 	1000536	1	1050001594	1	1	0
	280	1000383	0.0025	 	 	1000536	1	1050002017	1	1	0
	281	1000383	0.0025	 	 	1000536	1	1050002215	1	1	0
	282	1000383	0.0025	 	 	1000536	1	1050002149	1	1	0
	283	1000383	0.0025	 	 	1000536	1	1050002429	1	1	0
	284	1000383	0.0025	 	 	1000536	1	1050002130	1	1	0
	285	1000383	0.0025	 	 	1000536	1	1050002502	1	1	0
	286	1000383	0.0025	 	 	1000536	1	1050002181	1	1	0
	287	1000383	0.0025	 	 	1000536	1	1050002307	1	1	0
	288	1000383	0.0025	 	 	1000536	1	1050002426	1	1	0
	289	1000383	0.0025	 	 	1000536	1	1050002246	1	1	0
	290	1000383	0.0025	 	 	1000536	1	1050002172	1	1	0
	291	1000383	0.0025	 	 	1000536	1	1050002235	1	1	0
	292	1000383	0.0025	 	 	1000536	1	1050002505	1	1	0
	293	1000383	0.0025	 	 	1000536	1	1050002303	1	1	0
	294	1000383	0.0025	 	 	1000536	1	1050002247	1	1	0
	295	1000383	0.0025	 	 	1000536	1	1050002374	1	1	0
	296	1000383	0.0025	 	 	1000536	1	1050002265	1	1	0
	297	1000383	0.0025	 	 	1000536	1	1050002192	1	1	0
	298	1000383	0.0025	 	 	1000536	1	1050002395	1	1	0
	299	1000383	0.0025	 	 	1000536	1	1050002398	1	1	0
	300	1000383	0.0025	 	 	1000536	1	1050002443	1	1	0
	301	1000383	0.0025	 	 	1000536	1	1050001020	1	1	0
	302	1000383	0.0025	 	 	1000536	1	1050001300	1	1	0
	303	1000383	0.0025	 	 	1000536	1	1050001404	1	1	0
	304	1000383	0.0025	 	 	1000536	1	1050002090	1	1	0
	305	1000383	0.0025	 	 	1000536	1	1050002193	1	1	0
	306	1000383	0.0025	 	 	1000536	1	1050002327	1	1	0
	307	1000383	0.0025	 	 	1000536	1	1050002396	1	1	0
	308	1000383	0.0025	 	 	1000536	1	1050002612	1	1	0
	309	1000383	0.0025	 	 	1000536	1	1050002453	1	1	0
	310	1000383	0.0025	 	 	1000536	1	1050001462	1	1	0
	311	1000383	0.0025	 	 	1000536	1	1050002477	1	1	0
	312	1000383	0.0025	 	 	1000536	1	1050002549	1	1	0
	313	1000383	0.0025	 	 	1000536	1	1050002484	1	1	0
	314	1000383	0.0025	 	 	1000536	1	1050002646	1	1	0
	315	1000383	0.0025	 	 	1000536	1	1050002196	1	1	0
	316	1000383	0.0025	 	 	1000536	1	1050001751	1	1	0
	317	1000200	0.0025	 	 	1000200	1	2000001906	1	1	0
	318	1000200	0.0025	 	 	1000200	1	2000001698	1	1	0
	319	1000200	0.0025	 	 	1000200	1	2000001298	1	1	0
	320	1000200	0.0025	 	 	1000200	1	2000001749	1	1	0
	321	1000200	0.0025	 	 	1000200	1	2000001865	1	1	0
	322	1000200	0.0025	 	 	1000200	1	2000001782	1	1	0
	323	1000200	0.0025	 	 	1000200	1	2000001921	1	1	0
	324	1000200	0.0025	 	 	1000200	1	2000001653	1	1	0
	325	1000200	0.0025	 	 	1000200	1	2000001640	1	1	0
	326	1000200	0.0025	 	 	1000200	1	2000001676	1	1	0
	327	1000200	0.0025	 	 	1000200	1	2000002138	1	1	0
	328	1000200	0.0025	 	 	1000200	1	2000002058	1	1	0
	329	1000200	0.0025	 	 	1000200	1	2000002255	1	1	0
	330	1000200	0.0025	 	 	1000200	1	2000001218	1	1	0
	331	1000200	0.0025	 	 	1000200	1	2000001354	1	1	0
	332	1000200	0.0025	 	 	1000200	1	2000001435	1	1	0
	333	1000200	0.0025	 	 	1000200	1	2000001619	1	1	0
	334	1000200	0.0025	 	 	1000200	1	2000001775	1	1	0
	335	1000200	0.0025	 	 	1000200	1	2000001893	1	1	0
	336	1000200	0.0025	 	 	1000200	1	2000001764	1	1	0
	337	1000200	0.0025	 	 	1000200	1	2000001945	1	1	0
	338	1000200	0.0025	 	 	1000200	1	2000002043	1	1	0
	339	1000200	0.0025	 	 	1000200	1	2000002082	1	1	0
	340	1000200	0.0025	 	 	1000200	1	2000002071	1	1	0
	341	1000200	0.0025	 	 	1000200	1	2000002087	1	1	0
	342	1000200	0.0025	 	 	1000200	1	2000002120	1	1	0
	343	1000200	0.0025	 	 	1000200	1	2000002122	1	1	0
	344	1000200	0.0025	 	 	1000200	1	2000002226	1	1	0
	345	1000200	0.0025	 	 	1000200	1	2000002065	1	1	0
	346	1000200	0.0025	 	 	1000200	1	2000001350	1	1	0
	347	1000200	0.0025	 	 	1000200	1	2000002141	1	1	0
	348	1000200	0.0025	 	 	1000200	1	2000001191	1	1	0
	349	1000200	0.0025	 	 	1000200	1	2000001713	1	1	0
	350	1000200	0.0025	 	 	1000200	1	2000001811	1	1	0
	351	1000200	0.0025	 	 	1000200	1	2000001569	1	1	0
	352	1000200	0.0025	 	 	1000200	1	2000001730	1	1	0
	353	1000200	0.0025	 	 	1000200	1	2000001761	1	1	0
	354	1000200	0.0025	 	 	1000200	1	2000001904	1	1	0
	355	1000200	0.0025	 	 	1000200	1	2000001900	1	1	0
	356	1000200	0.0025	 	 	1000200	1	2000001932	1	1	0
	357	1000200	0.0025	 	 	1000200	1	2000002042	1	1	0
	358	1000200	0.0025	 	 	1000200	1	2000002055	1	1	0
	359	1000200	0.0025	 	 	1000200	1	2000002217	1	1	0
	360	1000200	0.0025	 	 	1000200	1	2000002410	1	1	0
	361	1000200	0.0025	 	 	1000200	1	2000002400	1	1	0
	362	1000200	0.0025	 	 	1000200	1	2000002530	1	1	0
	363	1000200	0.0025	 	 	1000200	1	2000002277	1	1	0
	364	1000200	0.0025	 	 	1000200	1	2000002284	1	1	0
	365	1000200	0.0025	 	 	1000200	1	2000002124	1	1	0
	366	1000200	0.0025	 	 	1000200	1	2000002401	1	1	0










 





	 	11	12	13	14	15	16	17	18	19	20
	KEY	Loan 

Purpose	Cash 

Out 

Amount	Total 

Origination 

and Discount 

Points	Covered/High 

Cost Loan 

Indicator	Relocation 

Loan 

Indicator	Broker 

Indicator	Channel	Escrow 

Indicator	Senior 

Loan
 Amount(s)	Loan Type 

of Most

Senior Lien
	1	9	 	 	 	 	 	1	4	0	 
	2	9	 	 	 	 	 	2	4	0	 
	3	9	 	 	 	 	 	1	4	0	 
	4	9	 	 	 	 	 	2	4	0	 
	5	9	 	 	 	 	 	2	4	0	 
	6	9	 	 	 	 	 	1	4	0	 
	7	9	 	 	 	 	 	1	4	0	 
	8	7	 	 	 	 	 	1	4	0	 
	9	9	 	 	 	 	 	1	4	0	 
	10	7	 	 	 	 	 	1	4	0	 
	11	9	 	 	 	 	 	1	4	0	 
	12	7	 	 	 	 	 	1	4	0	 
	13	9	 	 	 	 	 	1	4	0	 
	14	7	 	 	 	 	 	1	4	0	 
	15	7	 	 	 	 	 	1	0	0	 
	16	9	 	 	 	 	 	1	4	0	 
	17	9	 	 	 	 	 	1	4	0	 
	18	9	 	 	 	 	 	1	4	0	 
	19	9	 	 	 	 	 	1	0	0	 
	20	9	 	 	 	 	 	1	0	0	 
	21	9	 	 	 	 	 	1	0	0	 
	22	9	 	 	 	 	 	1	0	0	 
	23	9	 	 	 	 	 	1	4	0	 
	24	9	 	 	 	 	 	1	4	0	 
	25	6	 	 	 	 	 	1	4	0	 
	26	7	 	 	 	 	 	1	4	0	 
	27	7	 	 	 	 	 	1	4	0	 
	28	3	 	 	 	 	 	1	4	0	 
	29	9	 	 	 	 	 	1	0	0	 
	30	9	 	 	 	 	 	2	0	0	 
	31	9	 	 	 	 	 	1	4	0	 
	32	9	 	 	 	 	 	1	0	0	 
	33	9	 	 	 	 	 	2	0	0	 
	34	9	 	 	 	 	 	2	0	0	 
	35	9	 	 	 	 	 	2	0	0	 
	36	9	 	 	 	 	 	2	0	0	 
	37	7	 	 	 	 	 	2	0	0	 
	38	9	 	 	 	 	 	2	0	0	 
	39	7	 	 	 	 	 	1	4	0	 
	40	9	 	 	 	 	 	1	4	0	 
	41	9	 	 	 	 	 	1	4	0	 
	42	9	 	 	 	 	 	1	0	0	 
	43	7	 	 	 	 	 	2	4	0	 
	44	7	 	 	 	 	 	2	4	0	 
	45	9	 	 	 	 	 	4	4	0	 
	46	9	 	 	 	 	 	4	0	0	 
	47	3	 	 	 	 	 	4	0	0	 
	48	9	 	 	 	 	 	4	0	0	 
	49	9	 	 	 	 	 	2	0	0	 
	50	9	 	 	 	 	 	4	0	0	 
	51	9	 	 	 	 	 	4	0	0	 
	52	9	 	 	 	 	 	4	0	0	 
	53	3	 	 	 	 	 	2	0	0	 
	54	7	 	 	 	 	 	4	4	0	 
	55	7	 	 	 	 	 	4	0	0	 
	56	7	 	 	 	 	 	4	0	0	 
	57	9	 	 	 	 	 	2	0	0	 
	58	9	 	 	 	 	 	4	0	0	 
	59	7	 	 	 	 	 	2	4	0	 
	60	9	 	 	 	 	 	2	4	0	 
	61	7	 	 	 	 	 	2	4	0	 
	62	3	 	 	 	 	 	1	4	0	 
	63	9	 	 	 	 	 	2	4	0	 
	64	9	 	 	 	 	 	4	4	0	 
	65	7	 	 	 	 	 	2	4	0	 
	66	9	 	 	 	 	 	4	4	0	 
	67	3	 	 	 	 	 	4	4	0	 
	68	7	 	 	 	 	 	2	0	0	 
	69	9	 	 	 	 	 	4	4	0	 
	70	7	 	 	 	 	 	2	4	0	 
	71	9	 	 	 	 	 	2	0	0	 
	72	9	 	 	 	 	 	4	0	0	 
	73	3	 	 	 	 	 	4	4	0	 
	74	3	 	 	 	 	 	4	4	0	 
	75	7	 	 	 	 	 	4	4	0	 
	76	9	 	 	 	 	 	4	0	0	 
	77	3	 	 	 	 	 	4	0	0	 
	78	7	 	 	 	 	 	1	0	0	 
	79	7	 	 	 	 	 	1	0	0	 
	80	7	 	 	 	 	 	1	0	0	 
	81	7	 	 	 	 	 	1	0	0	 
	82	7	 	 	 	 	 	1	0	0	 
	83	6	 	 	 	 	 	1	0	0	 
	84	7	 	 	 	 	 	1	0	0	 
	85	7	 	 	 	 	 	1	0	0	 
	86	9	 	 	 	 	 	1	0	0	 
	87	9	 	 	 	 	 	1	0	0	 
	88	7	 	 	 	 	 	1	0	0	 
	89	9	 	 	 	 	 	1	0	0	 
	90	9	 	 	 	 	 	1	0	0	 
	91	9	 	 	 	 	 	1	0	0	 
	92	9	 	 	 	 	 	1	0	0	 
	93	9	 	 	 	 	 	1	0	0	 
	94	9	 	 	 	 	 	1	0	0	 
	95	7	 	 	 	 	 	1	0	0	 
	96	7	 	 	 	 	 	1	0	0	 
	97	9	 	 	 	 	 	1	0	0	 
	98	9	 	 	 	 	 	1	0	0	 
	99	9	 	 	 	 	 	1	0	0	 
	100	9	 	 	 	 	 	1	0	0	 
	101	7	 	 	 	 	 	1	0	0	 
	102	9	 	 	 	 	 	1	0	0	 
	103	9	 	 	 	 	 	1	0	0	 
	104	9	 	 	 	 	 	1	0	0	 
	105	9	 	 	 	 	 	1	0	0	 
	106	9	 	 	 	 	 	1	0	0	 
	107	9	 	 	 	 	 	1	0	0	 
	108	9	 	 	 	 	 	1	0	0	 
	109	7	 	 	 	 	 	1	0	0	 
	110	9	 	 	 	 	 	1	0	0	 
	111	9	 	 	 	 	 	1	0	0	 
	112	3	 	 	 	 	 	1	0	0	 
	113	7	 	 	 	 	 	1	0	0	 
	114	3	 	 	 	 	 	1	0	0	 
	115	9	 	 	 	 	 	1	0	0	 
	116	7	 	 	 	 	 	1	0	0	 
	117	9	 	 	 	 	 	1	0	0	 
	118	7	 	 	 	 	 	1	0	0	 
	119	7	 	 	 	 	 	1	0	0	 
	120	9	 	 	 	 	 	1	0	0	 
	121	9	 	 	 	 	 	1	0	0	 
	122	7	 	 	 	 	 	1	0	0	 
	123	7	 	 	 	 	 	1	0	0	 
	124	9	 	 	 	 	 	1	0	0	 
	125	7	 	 	 	 	 	1	0	0	 
	126	9	 	 	 	 	 	1	0	0	 
	127	3	 	 	 	 	 	1	4	0	 
	128	7	 	 	 	 	 	1	0	0	 
	129	7	 	 	 	 	 	1	0	0	 
	130	9	 	 	 	 	 	1	0	0	 
	131	9	 	 	 	 	 	1	0	0	 
	132	7	 	 	 	 	 	1	0	0	 
	133	3	 	 	 	 	 	1	0	0	 
	134	6	 	 	 	 	 	1	0	0	 
	135	7	 	 	 	 	 	1	0	0	 
	136	9	 	 	 	 	 	1	0	0	 
	137	9	 	 	 	 	 	1	0	0	 
	138	3	 	 	 	 	 	1	0	0	 
	139	7	 	 	 	 	 	1	0	0	 
	140	9	 	 	 	 	 	1	0	0	 
	141	6	 	 	 	 	 	1	0	0	 
	142	7	 	 	 	 	 	1	0	0	 
	143	7	 	 	 	 	 	1	0	0	 
	144	7	 	 	 	 	 	1	0	0	 
	145	9	 	 	 	 	 	1	0	0	 
	146	7	 	 	 	 	 	1	0	0	 
	147	7	 	 	 	 	 	1	0	0	 
	148	7	 	 	 	 	 	1	0	0	 
	149	7	 	 	 	 	 	1	0	0	 
	150	7	 	 	 	 	 	1	0	0	 
	151	9	 	 	 	 	 	1	0	0	 
	152	9	 	 	 	 	 	1	0	0	 
	153	9	 	 	 	 	 	1	0	0	 
	154	3	 	 	 	 	 	1	0	0	 
	155	9	 	 	 	 	 	1	0	0	 
	156	7	 	 	 	 	 	1	0	0	 
	157	7	 	 	 	 	 	1	0	0	 
	158	7	 	 	 	 	 	1	0	0	 
	159	7	 	 	 	 	 	1	0	0	 
	160	9	 	 	 	 	 	1	0	0	 
	161	7	 	 	 	 	 	1	0	0	 
	162	7	 	 	 	 	 	1	0	0	 
	163	9	 	 	 	 	 	1	0	0	 
	164	7	 	 	 	 	 	1	0	0	 
	165	9	 	 	 	 	 	1	0	0	 
	166	3	 	 	 	 	 	1	0	0	 
	167	7	 	 	 	 	 	1	0	0	 
	168	3	 	 	 	 	 	1	0	0	 
	169	7	 	 	 	 	 	1	0	0	 
	170	7	 	 	 	 	 	1	0	0	 
	171	9	 	 	 	 	 	1	0	0	 
	172	9	 	 	 	 	 	1	0	0	 
	173	7	 	 	 	 	 	1	0	0	 
	174	7	 	 	 	 	 	1	0	0	 
	175	7	 	 	 	 	 	1	0	0	 
	176	7	 	 	 	 	 	1	0	0	 
	177	7	 	 	 	 	 	1	0	0	 
	178	6	 	 	 	 	 	1	0	0	 
	179	6	 	 	 	 	 	1	0	0	 
	180	9	 	 	 	 	 	1	0	0	 
	181	7	 	 	 	 	 	1	0	0	 
	182	9	 	 	 	 	 	1	0	0	 
	183	7	 	 	 	 	 	1	0	0	 
	184	9	 	 	 	 	 	1	0	0	 
	185	9	 	 	 	 	 	1	0	0	 
	186	7	 	 	 	 	 	1	0	0	 
	187	9	 	 	 	 	 	1	0	0	 
	188	7	 	 	 	 	 	1	0	0	 
	189	3	 	 	 	 	 	1	0	0	 
	190	7	 	 	 	 	 	1	0	0	 
	191	3	 	 	 	 	 	1	0	0	 
	192	7	 	 	 	 	 	1	0	0	 
	193	3	 	 	 	 	 	1	0	0	 
	194	7	 	 	 	 	 	1	0	0	 
	195	7	 	 	 	 	 	1	0	0	 
	196	7	 	 	 	 	 	1	0	0	 
	197	9	 	 	 	 	 	1	0	0	 
	198	9	 	 	 	 	 	1	0	0	 
	199	9	 	 	 	 	 	1	0	0	 
	200	7	 	 	 	 	 	1	0	0	 
	201	7	 	 	 	 	 	1	0	0	 
	202	9	 	 	 	 	 	1	0	0	 
	203	9	 	 	 	 	 	1	0	0	 
	204	9	 	 	 	 	 	1	0	0	 
	205	9	 	 	 	 	 	1	0	0	 
	206	9	 	 	 	 	 	1	0	0	 
	207	3	 	 	 	 	 	1	0	0	 
	208	3	 	 	 	 	 	1	0	0	 
	209	7	 	 	 	 	 	1	0	0	 
	210	7	 	 	 	 	 	1	0	0	 
	211	9	 	 	 	 	 	1	0	0	 
	212	9	 	 	 	 	 	1	0	0	 
	213	3	 	 	 	 	 	1	0	0	 
	214	7	 	 	 	 	 	1	0	0	 
	215	9	 	 	 	 	 	1	0	0	 
	216	7	 	 	 	 	 	1	0	0	 
	217	7	 	 	 	 	 	1	0	0	 
	218	7	 	 	 	 	 	1	0	0	 
	219	9	 	 	 	 	 	1	0	0	 
	220	9	 	 	 	 	 	1	0	0	 
	221	9	 	 	 	 	 	1	0	0	 
	222	7	 	 	 	 	 	1	0	0	 
	223	9	 	 	 	 	 	1	0	0	 
	224	7	 	 	 	 	 	1	4	0	 
	225	7	 	 	 	 	 	1	0	0	 
	226	7	 	 	 	 	 	1	0	0	 
	227	9	 	 	 	 	 	1	0	0	 
	228	7	 	 	 	 	 	1	0	0	 
	229	9	 	 	 	 	 	1	0	0	 
	230	6	 	 	 	 	 	1	0	0	 
	231	7	 	 	 	 	 	1	0	0	 
	232	9	 	 	 	 	 	1	0	0	 
	233	7	 	 	 	 	 	1	0	0	 
	234	7	 	 	 	 	 	1	0	0	 
	235	9	 	 	 	 	 	1	0	0	 
	236	9	 	 	 	 	 	1	0	0	 
	237	9	 	 	 	 	 	1	0	0	 
	238	7	 	 	 	 	 	1	0	0	 
	239	9	 	 	 	 	 	1	4	0	 
	240	9	 	 	 	 	 	1	4	0	 
	241	3	 	 	 	 	 	1	4	0	 
	242	7	 	 	 	 	 	1	0	0	 
	243	9	 	 	 	 	 	1	4	0	 
	244	9	 	 	 	 	 	1	4	0	 
	245	9	 	 	 	 	 	1	4	0	 
	246	9	 	 	 	 	 	1	4	0	 
	247	7	 	 	 	 	 	1	0	0	 
	248	7	 	 	 	 	 	1	4	0	 
	249	7	 	 	 	 	 	1	0	0	 
	250	7	 	 	 	 	 	1	4	0	 
	251	9	 	 	 	 	 	1	4	0	 
	252	7	 	 	 	 	 	1	4	0	 
	253	9	 	 	 	 	 	1	0	0	 
	254	9	 	 	 	 	 	1	0	0	 
	255	7	 	 	 	 	 	1	0	0	 
	256	6	 	 	 	 	 	1	4	0	 
	257	9	 	 	 	 	 	1	4	0	 
	258	9	 	 	 	 	 	1	0	0	 
	259	3	 	 	 	 	 	1	0	0	 
	260	3	 	 	 	 	 	1	0	0	 
	261	6	 	 	 	 	 	1	4	0	 
	262	3	 	 	 	 	 	1	4	0	 
	263	7	 	 	 	 	 	1	4	0	 
	264	7	 	 	 	 	 	1	4	0	 
	265	7	 	 	 	 	 	1	0	0	 
	266	6	 	 	 	 	 	1	0	0	 
	267	9	 	 	 	 	 	1	0	0	 
	268	7	 	 	 	 	 	1	0	0	 
	269	9	 	 	 	 	 	1	0	0	 
	270	9	 	 	 	 	 	1	4	0	 
	271	9	 	 	 	 	 	1	4	0	 
	272	9	 	 	 	 	 	1	0	0	 
	273	9	 	 	 	 	 	1	0	0	 
	274	9	 	 	 	 	 	1	4	0	 
	275	3	 	 	 	 	 	1	0	0	 
	276	9	 	 	 	 	 	1	0	0	 
	277	7	 	 	 	 	 	1	0	0	 
	278	9	 	 	 	 	 	1	4	0	 
	279	9	 	 	 	 	 	1	0	0	 
	280	9	 	 	 	 	 	1	0	0	 
	281	9	 	 	 	 	 	1	0	0	 
	282	9	 	 	 	 	 	1	0	0	 
	283	7	 	 	 	 	 	1	4	0	 
	284	7	 	 	 	 	 	1	0	0	 
	285	9	 	 	 	 	 	1	0	0	 
	286	9	 	 	 	 	 	1	0	0	 
	287	9	 	 	 	 	 	1	0	0	 
	288	9	 	 	 	 	 	1	4	0	 
	289	7	 	 	 	 	 	1	0	0	 
	290	9	 	 	 	 	 	1	0	0	 
	291	9	 	 	 	 	 	1	4	0	 
	292	7	 	 	 	 	 	1	4	0	 
	293	7	 	 	 	 	 	1	0	0	 
	294	7	 	 	 	 	 	1	4	0	 
	295	7	 	 	 	 	 	1	4	0	 
	296	9	 	 	 	 	 	1	4	0	 
	297	9	 	 	 	 	 	1	0	0	 
	298	7	 	 	 	 	 	1	0	0	 
	299	9	 	 	 	 	 	1	0	0	 
	300	9	 	 	 	 	 	1	0	0	 
	301	9	 	 	 	 	 	1	0	0	 
	302	9	 	 	 	 	 	1	4	0	 
	303	9	 	 	 	 	 	1	0	0	 
	304	9	 	 	 	 	 	1	4	0	 
	305	6	 	 	 	 	 	1	4	0	 
	306	7	 	 	 	 	 	1	4	0	 
	307	9	 	 	 	 	 	1	4	0	 
	308	9	 	 	 	 	 	1	4	0	 
	309	9	 	 	 	 	 	1	0	0	 
	310	9	 	 	 	 	 	1	4	0	 
	311	7	 	 	 	 	 	1	4	0	 
	312	7	 	 	 	 	 	1	4	0	 
	313	9	 	 	 	 	 	1	0	0	 
	314	9	 	 	 	 	 	1	0	0	 
	315	9	 	 	 	 	 	1	4	0	 
	316	9	 	 	 	 	 	1	0	0	 
	317	7	 	 	 	 	 	1	4	0	 
	318	9	 	 	 	 	 	1	4	0	 
	319	9	 	 	 	 	 	1	0	0	 
	320	7	 	 	 	 	 	1	0	0	 
	321	9	 	 	 	 	 	1	4	0	 
	322	7	 	 	 	 	 	1	0	0	 
	323	7	 	 	 	 	 	1	4	0	 
	324	7	 	 	 	 	 	1	4	0	 
	325	9	 	 	 	 	 	1	0	0	 
	326	7	 	 	 	 	 	1	0	0	 
	327	7	 	 	 	 	 	1	4	0	 
	328	7	 	 	 	 	 	1	4	0	 
	329	7	 	 	 	 	 	1	4	0	 
	330	9	 	 	 	 	 	1	0	0	 
	331	9	 	 	 	 	 	1	4	0	 
	332	3	 	 	 	 	 	1	0	0	 
	333	9	 	 	 	 	 	1	0	0	 
	334	9	 	 	 	 	 	1	0	0	 
	335	7	 	 	 	 	 	1	0	0	 
	336	9	 	 	 	 	 	1	4	0	 
	337	7	 	 	 	 	 	1	4	0	 
	338	7	 	 	 	 	 	1	4	0	 
	339	7	 	 	 	 	 	1	0	0	 
	340	7	 	 	 	 	 	1	0	0	 
	341	7	 	 	 	 	 	1	4	0	 
	342	7	 	 	 	 	 	1	0	0	 
	343	9	 	 	 	 	 	1	4	0	 
	344	7	 	 	 	 	 	1	0	0	 
	345	7	 	 	 	 	 	1	0	0	 
	346	9	 	 	 	 	 	1	4	0	 
	347	7	 	 	 	 	 	1	0	0	 
	348	9	 	 	 	 	 	1	4	0	 
	349	9	 	 	 	 	 	1	0	0	 
	350	9	 	 	 	 	 	1	0	0	 
	351	9	 	 	 	 	 	1	0	0	 
	352	9	 	 	 	 	 	1	4	0	 
	353	3	 	 	 	 	 	1	0	0	 
	354	9	 	 	 	 	 	1	0	0	 
	355	6	 	 	 	 	 	1	4	0	 
	356	9	 	 	 	 	 	1	0	0	 
	357	9	 	 	 	 	 	1	4	0	 
	358	9	 	 	 	 	 	1	0	0	 
	359	9	 	 	 	 	 	1	4	0	 
	360	9	 	 	 	 	 	1	0	0	 
	361	7	 	 	 	 	 	1	4	0	 
	362	7	 	 	 	 	 	1	4	0	 
	363	9	 	 	 	 	 	1	4	0	 
	364	3	 	 	 	 	 	1	4	0	 
	365	7	 	 	 	 	 	1	4	0	 
	366	7	 	 	 	 	 	1	4	0	 







 





	 	21	22	23	24	25	26	27	28	29	30
	KEY	Hybrid
    

Period of
 Most Senior 

Lien (in months)	Neg Am 

Limit of
 Most Senior 

Lien	Junior 

Mortgage
 Balance	Origination 

Date of

Most Senior 

Lien	Origination 

Date	Original 

Loan
 Amount	Original 

Interest
 Rate	Original
 Amortization 

Term	Original 

Term to
 Maturity	First 

Payment 

Date
 of Loan
	1	 	 	300,000.00	 	20120124	731,000.00	0.0488	360	360	20120301
	2	 	 	0.00	 	20120105	698,000.00	0.0450	360	360	20120301
	3	 	 	0.00	 	20120107	560,000.00	0.0500	360	360	20120301
	4	 	 	0.00	 	20120126	875,000.00	0.0475	360	360	20120301
	5	 	 	0.00	 	20120131	810,000.00	0.0488	360	360	20120301
	6	 	 	0.00	 	20120211	640,000.00	0.0450	360	360	20120401
	7	 	 	0.00	 	20111108	472,000.00	0.0488	360	360	20120101
	8	 	 	0.00	 	20111118	1,000,000.00	0.0488	360	360	20120101
	9	 	 	0.00	 	20111020	1,350,000.00	0.0488	360	360	20111201
	10	 	 	0.00	 	20111208	592,000.00	0.0450	360	360	20120201
	11	 	 	61,800.00	 	20111115	680,000.00	0.0488	360	360	20120101
	12	 	 	0.00	 	20111227	975,000.00	0.0450	360	360	20120201
	13	 	 	0.00	 	20111110	543,750.00	0.0475	360	360	20120101
	14	 	 	0.00	 	20111118	975,000.00	0.0463	360	360	20120101
	15	 	 	0.00	 	20111202	562,500.00	0.0500	360	360	20120101
	16	 	 	0.00	 	20111213	487,500.00	0.0475	360	360	20120201
	17	 	 	0.00	 	20111122	941,250.00	0.0488	360	360	20120101
	18	 	 	35,000.00	 	20111222	525,000.00	0.0488	360	360	20120201
	19	 	 	0.00	 	20111223	708,500.00	0.0450	360	360	20120201
	20	 	 	0.00	 	20111221	751,000.00	0.0500	360	360	20120201
	21	 	 	0.00	 	20111117	1,275,000.00	0.0500	360	360	20120101
	22	 	 	0.00	 	20120120	550,000.00	0.0488	360	360	20120301
	23	 	 	0.00	 	20120125	562,500.00	0.0475	360	360	20120301
	24	 	 	0.00	 	20120113	467,500.00	0.0450	360	360	20120301
	25	 	 	0.00	 	20120111	572,000.00	0.0463	360	360	20120301
	26	 	 	0.00	 	20120123	888,000.00	0.0413	360	360	20120301
	27	 	 	0.00	 	20111109	525,600.00	0.0513	360	360	20120101
	28	 	 	0.00	 	20120124	1,500,000.00	0.0450	360	360	20120301
	29	 	 	0.00	 	20120117	736,500.00	0.0475	360	360	20120301
	30	 	 	0.00	 	20111227	1,250,000.00	0.0525	360	360	20120201
	31	 	 	0.00	 	20111222	1,330,000.00	0.0488	360	360	20120201
	32	 	 	0.00	 	20111229	487,500.00	0.0488	360	360	20120201
	33	 	 	22,239.00	 	20111228	650,000.00	0.0488	360	360	20120201
	34	 	 	0.00	 	20111227	982,700.00	0.0463	360	360	20120201
	35	 	 	0.00	 	20120130	982,000.00	0.0475	360	360	20120401
	36	 	 	0.00	 	20120125	712,500.00	0.0463	360	360	20120301
	37	 	 	0.00	 	20111215	823,250.00	0.0488	360	360	20120201
	38	 	 	0.00	 	20120208	825,000.00	0.0463	360	360	20120401
	39	 	 	0.00	 	20110922	476,000.00	0.0463	360	360	20111101
	40	 	 	0.00	 	20111202	995,899.00	0.0450	360	360	20120201
	41	 	 	0.00	 	20120109	716,000.00	0.0438	360	360	20120301
	42	 	 	0.00	 	20120213	661,000.00	0.0450	360	360	20120401
	43	 	 	0.00	 	20111206	788,000.00	0.0500	360	360	20120201
	44	 	 	0.00	 	20111209	600,000.00	0.0500	360	360	20120201
	45	 	 	0.00	 	20111130	650,000.00	0.0488	360	360	20120201
	46	 	 	0.00	 	20111215	737,500.00	0.0488	360	360	20120201
	47	 	 	0.00	 	20111209	783,000.00	0.0488	360	360	20120201
	48	 	 	0.00	 	20111123	762,700.00	0.0475	360	360	20120101
	49	 	 	0.00	 	20111114	1,012,500.00	0.0488	360	360	20120101
	50	 	 	0.00	 	20111117	952,000.00	0.0488	360	360	20120101
	51	 	 	0.00	 	20111128	600,000.00	0.0525	360	360	20120101
	52	 	 	0.00	 	20111122	1,880,000.00	0.0500	360	360	20120101
	53	 	 	0.00	 	20111206	1,400,000.00	0.0500	360	360	20120201
	54	 	 	0.00	 	20111116	910,000.00	0.0538	360	360	20120101
	55	 	 	0.00	 	20111227	1,000,000.00	0.0438	360	360	20120201
	56	 	 	0.00	 	20111216	788,000.00	0.0475	360	360	20120201
	57	 	 	0.00	 	20111217	839,000.00	0.0475	360	360	20120201
	58	 	 	0.00	 	20111222	722,000.00	0.0463	360	360	20120201
	59	 	 	0.00	 	20111229	540,000.00	0.0488	360	360	20120201
	60	 	 	0.00	 	20111201	980,000.00	0.0475	360	360	20120201
	61	 	 	0.00	 	20111207	680,000.00	0.0475	360	360	20120201
	62	 	 	0.00	 	20111209	585,000.00	0.0450	360	360	20120201
	63	 	 	0.00	 	20120113	916,000.00	0.0450	360	360	20120301
	64	 	 	0.00	 	20120114	918,500.00	0.0475	360	360	20120301
	65	 	 	0.00	 	20120117	443,910.00	0.0488	360	360	20120301
	66	 	 	0.00	 	20120120	960,000.00	0.0475	360	360	20120301
	67	 	 	0.00	 	20111230	700,000.00	0.0475	360	360	20120301
	68	 	 	0.00	 	20120113	637,500.00	0.0463	360	360	20120301
	69	 	 	495,000.00	 	20120111	855,000.00	0.0450	360	360	20120301
	70	 	 	0.00	 	20120123	1,236,000.00	0.0475	360	360	20120301
	71	 	 	0.00	 	20120117	1,160,000.00	0.0438	360	360	20120301
	72	 	 	0.00	 	20120124	559,800.00	0.0488	360	360	20120301
	73	 	 	0.00	 	20120201	456,000.00	0.0475	360	360	20120401
	74	 	 	0.00	 	20120208	500,000.00	0.0463	360	360	20120401
	75	 	 	0.00	 	20120209	490,000.00	0.0475	360	360	20120401
	76	 	 	0.00	 	20120207	1,200,000.00	0.0438	360	360	20120401
	77	 	 	0.00	 	20120131	830,000.00	0.0475	360	360	20120401
	78	 	 	0.00	 	20110823	980,000.00	0.0475	360	360	20111001
	79	 	 	0.00	 	20110817	1,272,000.00	0.0495	360	360	20111001
	80	 	 	0.00	 	20111021	843,750.00	0.0460	360	360	20120101
	81	 	 	0.00	 	20111024	918,400.00	0.0460	360	360	20111201
	82	 	 	0.00	 	20111013	1,436,050.00	0.0430	360	360	20111201
	83	 	 	0.00	 	20111019	675,600.00	0.0445	360	360	20111201
	84	 	 	0.00	 	20111018	1,020,000.00	0.0425	360	360	20111201
	85	 	 	300,000.00	 	20111028	1,600,000.00	0.0430	360	360	20111201
	86	 	 	0.00	 	20111007	400,000.00	0.0380	360	360	20111201
	87	 	 	67,500.00	 	20111017	1,473,000.00	0.0440	360	360	20111201
	88	 	 	0.00	 	20111011	1,050,000.00	0.0475	360	360	20111201
	89	 	 	130,000.00	 	20111014	487,500.00	0.0400	360	360	20111201
	90	 	 	0.00	 	20111012	1,000,000.00	0.0450	360	360	20111201
	91	 	 	200,000.00	 	20111007	878,000.00	0.0445	360	360	20111201
	92	 	 	183,000.00	 	20111019	985,000.00	0.0420	360	360	20111201
	93	 	 	0.00	 	20111025	1,225,000.00	0.0455	360	360	20120101
	94	 	 	0.00	 	20111005	1,400,000.00	0.0430	360	360	20111201
	95	 	 	0.00	 	20110929	1,815,450.00	0.0420	360	360	20111201
	96	 	 	0.00	 	20111004	940,000.00	0.0420	360	360	20111201
	97	 	 	0.00	 	20111017	500,000.00	0.0440	360	360	20111201
	98	 	 	110,000.00	 	20111003	1,000,000.00	0.0430	360	360	20111201
	99	 	 	700,000.00	 	20110928	1,341,000.00	0.0430	360	360	20111201
	100	 	 	0.00	 	20111019	640,000.00	0.0440	360	360	20111201
	101	 	 	0.00	 	20110908	500,000.00	0.0430	360	360	20111101
	102	 	 	0.00	 	20111007	1,050,000.00	0.0425	360	360	20111201
	103	 	 	150,000.00	 	20110921	900,000.00	0.0425	360	360	20111101
	104	 	 	250,000.00	 	20111001	407,000.00	0.0380	360	360	20111201
	105	 	 	0.00	 	20111017	1,000,000.00	0.0420	360	360	20111201
	106	 	 	371,250.00	 	20110929	915,000.00	0.0405	360	360	20111201
	107	 	 	425,000.00	 	20110927	2,500,000.00	0.0425	360	360	20111201
	108	 	 	240,000.00	 	20110923	2,000,000.00	0.0420	360	360	20111101
	109	 	 	0.00	 	20111021	1,100,000.00	0.0460	360	360	20111201
	110	 	 	150,000.00	 	20110915	1,300,000.00	0.0440	360	360	20111101
	111	 	 	0.00	 	20110913	150,000.00	0.0555	360	360	20111101
	112	 	 	0.00	 	20110913	112,000.00	0.0565	360	360	20111101
	113	 	 	0.00	 	20110822	417,000.00	0.0425	360	360	20111101
	114	 	 	0.00	 	20110909	44,135.00	0.0485	360	360	20111101
	115	 	 	0.00	 	20110909	452,000.00	0.0515	360	360	20111101
	116	 	 	0.00	 	20110819	1,000,000.00	0.0450	360	360	20111001
	117	 	 	0.00	 	20110824	1,100,000.00	0.0475	360	360	20111101
	118	 	 	0.00	 	20110805	280,000.00	0.0500	360	360	20111001
	119	 	 	0.00	 	20110822	1,000,000.00	0.0445	360	360	20111101
	120	 	 	70,000.00	 	20110819	870,000.00	0.0480	360	360	20111001
	121	 	 	0.00	 	20110812	1,000,000.00	0.0460	360	360	20111001
	122	 	 	0.00	 	20110815	378,900.00	0.0530	360	360	20111001
	123	 	 	0.00	 	20110815	304,500.00	0.0530	360	360	20111001
	124	 	 	0.00	 	20110804	1,100,000.00	0.0495	360	360	20111001
	125	 	 	118,750.00	 	20110818	2,000,000.00	0.0475	360	360	20111001
	126	 	 	250,000.00	 	20110822	990,000.00	0.0490	360	360	20111001
	127	 	 	100,000.00	 	20110901	1,650,000.00	0.0435	360	360	20111101
	128	 	 	0.00	 	20110715	1,700,000.00	0.0485	360	360	20110901
	129	 	 	0.00	 	20110802	622,500.00	0.0485	360	360	20111001
	130	 	 	0.00	 	20110801	825,000.00	0.0470	360	360	20111001
	131	 	 	0.00	 	20110726	2,065,000.00	0.0460	360	360	20111001
	132	 	 	0.00	 	20110726	716,000.00	0.0480	360	360	20111001
	133	 	 	0.00	 	20110812	1,700,000.00	0.0490	360	360	20111001
	134	 	 	0.00	 	20110729	610,000.00	0.0465	360	360	20110901
	135	 	 	0.00	 	20110719	1,400,000.00	0.0455	360	360	20110901
	136	 	 	0.00	 	20110725	127,500.00	0.0490	360	360	20111001
	137	 	 	500,000.00	 	20111003	1,100,000.00	0.0415	360	360	20111201
	138	 	 	0.00	 	20110721	150,000.00	0.0420	360	360	20111001
	139	 	 	0.00	 	20110818	288,750.00	0.0445	360	360	20111001
	140	 	 	0.00	 	20110914	835,000.00	0.0490	360	360	20111101
	141	 	 	0.00	 	20110721	1,481,250.00	0.0455	360	360	20110901
	142	 	 	0.00	 	20110722	959,200.00	0.0455	360	360	20110901
	143	 	 	0.00	 	20110624	1,387,500.00	0.0455	360	360	20110901
	144	 	 	0.00	 	20111007	787,500.00	0.0455	360	360	20111201
	145	 	 	900,000.00	 	20110802	1,100,000.00	0.0485	360	360	20111001
	146	 	 	220,000.00	 	20110808	1,500,000.00	0.0475	360	360	20111001
	147	 	 	900,000.00	 	20110615	1,100,000.00	0.0485	360	360	20110801
	148	 	 	0.00	 	20110809	829,000.00	0.0470	360	360	20111001
	149	 	 	0.00	 	20110627	1,172,000.00	0.0470	360	360	20110801
	150	 	 	275,000.00	 	20110809	1,569,000.00	0.0450	360	360	20111001
	151	 	 	800,000.00	 	20110606	1,000,000.00	0.0455	360	360	20110801
	152	 	 	0.00	 	20110721	394,860.00	0.0455	360	360	20111001
	153	 	 	0.00	 	20110727	412,000.00	0.0530	360	360	20110901
	154	 	 	183,000.00	 	20110830	417,000.00	0.0410	360	360	20111101
	155	 	 	0.00	 	20111123	1,757,134.00	0.0455	360	360	20120101
	156	 	 	0.00	 	20111202	740,000.00	0.0460	360	360	20120201
	157	 	 	0.00	 	20110622	556,800.00	0.0480	360	360	20110801
	158	 	 	0.00	 	20110805	956,250.00	0.0495	360	360	20111001
	159	 	 	0.00	 	20110706	2,000,000.00	0.0490	360	360	20110901
	160	 	 	0.00	 	20110712	1,120,740.00	0.0485	360	360	20110901
	161	 	 	0.00	 	20110623	512,000.00	0.0485	360	360	20110901
	162	 	 	0.00	 	20110708	1,537,500.00	0.0485	360	360	20110901
	163	 	 	0.00	 	20110706	1,500,000.00	0.0485	360	360	20110901
	164	 	 	500,000.00	 	20110816	1,000,000.00	0.0475	360	360	20111001
	165	 	 	0.00	 	20110715	1,210,000.00	0.0455	360	360	20110901
	166	 	 	750,000.00	 	20110729	1,000,000.00	0.0490	360	360	20111001
	167	 	 	570,000.00	 	20110727	900,000.00	0.0475	360	360	20111001
	168	 	 	0.00	 	20110804	400,000.00	0.0455	360	360	20111001
	169	 	 	0.00	 	20110830	960,000.00	0.0470	360	360	20111001
	170	 	 	0.00	 	20110803	540,000.00	0.0450	360	360	20111001
	171	 	 	0.00	 	20110729	825,000.00	0.0485	360	360	20111001
	172	 	 	0.00	 	20110817	1,750,000.00	0.0505	360	360	20111001
	173	 	 	0.00	 	20110906	337,000.00	0.0430	360	360	20111101
	174	 	 	0.00	 	20110822	280,000.00	0.0460	360	360	20111001
	175	 	 	0.00	 	20110919	3,000,000.00	0.0425	360	360	20111101
	176	 	 	450,000.00	 	20111020	850,000.00	0.0460	360	360	20111201
	177	 	 	0.00	 	20111019	275,000.00	0.0455	360	360	20111201
	178	 	 	0.00	 	20111122	1,100,000.00	0.0440	360	360	20120101
	179	 	 	0.00	 	20111223	1,075,000.00	0.0420	360	360	20120201
	180	 	 	0.00	 	20120126	520,000.00	0.0420	360	360	20120301
	181	 	 	0.00	 	20111027	2,000,000.00	0.0515	360	360	20120101
	182	 	 	0.00	 	20111208	1,480,000.00	0.0420	360	360	20120201
	183	 	 	0.00	 	20120131	686,250.00	0.0440	360	360	20120301
	184	 	 	0.00	 	20120202	1,970,000.00	0.0435	360	360	20120401
	185	 	 	0.00	 	20120201	1,540,000.00	0.0415	360	360	20120401
	186	 	 	0.00	 	20120123	900,000.00	0.0445	360	360	20120301
	187	 	 	0.00	 	20120123	1,400,000.00	0.0420	360	360	20120301
	188	 	 	0.00	 	20120203	537,600.00	0.0420	360	360	20120401
	189	 	 	0.00	 	20120118	675,000.00	0.0405	360	360	20120301
	190	 	 	0.00	 	20120131	980,000.00	0.0415	360	360	20120301
	191	 	 	0.00	 	20120203	875,000.00	0.0400	360	360	20120401
	192	 	 	0.00	 	20120110	1,400,000.00	0.0390	360	360	20120301
	193	 	 	0.00	 	20120131	568,750.00	0.0415	360	360	20120401
	194	 	 	0.00	 	20120124	712,500.00	0.0445	360	360	20120301
	195	 	 	0.00	 	20120123	615,000.00	0.0420	360	360	20120301
	196	 	 	0.00	 	20111209	900,000.00	0.0425	360	360	20120201
	197	 	 	0.00	 	20111107	1,448,000.00	0.0440	360	360	20120101
	198	 	 	0.00	 	20111117	1,585,000.00	0.0415	360	360	20120101
	199	 	 	0.00	 	20120112	1,550,000.00	0.0420	360	360	20120301
	200	 	 	0.00	 	20120118	1,225,000.00	0.0420	360	360	20120301
	201	 	 	0.00	 	20120110	675,000.00	0.0430	360	360	20120301
	202	 	 	0.00	 	20111118	1,682,328.00	0.0440	360	360	20120101
	203	 	 	1,245,000.00	 	20120111	900,000.00	0.0435	360	360	20120201
	204	 	 	534,000.00	 	20111207	713,000.00	0.0435	360	360	20120201
	205	 	 	500,000.00	 	20111202	1,250,000.00	0.0430	360	360	20120101
	206	 	 	0.00	 	20111122	1,000,000.00	0.0430	360	360	20120101
	207	 	 	0.00	 	20111222	1,450,000.00	0.0440	360	360	20120201
	208	 	 	500,000.00	 	20111128	2,500,000.00	0.0435	360	360	20120101
	209	 	 	0.00	 	20111221	825,000.00	0.0440	360	360	20120201
	210	 	 	0.00	 	20111123	1,157,600.00	0.0435	360	360	20120101
	211	 	 	1,200,000.00	 	20111215	880,000.00	0.0450	360	360	20120201
	212	 	 	0.00	 	20111220	915,000.00	0.0445	360	360	20120201
	213	 	 	0.00	 	20111212	1,400,000.00	0.0450	360	360	20120201
	214	 	 	0.00	 	20111129	1,860,000.00	0.0420	360	360	20120101
	215	 	 	500,000.00	 	20111221	1,155,000.00	0.0445	360	360	20120201
	216	 	 	307,500.00	 	20111121	2,000,000.00	0.0420	360	360	20120101
	217	 	 	0.00	 	20111208	800,000.00	0.0435	360	360	20120201
	218	 	 	1,000,000.00	 	20111115	1,500,000.00	0.0450	360	360	20120101
	219	 	 	150,000.00	 	20120124	1,000,000.00	0.0415	360	360	20120301
	220	 	 	71,000.00	 	20111230	1,000,000.00	0.0440	360	360	20120201
	221	 	 	0.00	 	20120117	955,000.00	0.0440	360	360	20120301
	222	 	 	0.00	 	20111227	1,000,000.00	0.0445	360	360	20120201
	223	 	 	0.00	 	20120123	990,000.00	0.0440	360	360	20120301
	224	 	 	0.00	 	20111227	694,800.00	0.0435	360	360	20120201
	225	 	 	179,000.00	 	20120124	2,000,000.00	0.0395	360	360	20120301
	226	 	 	113,000.00	 	20120124	1,254,000.00	0.0405	360	360	20120301
	227	 	 	0.00	 	20110729	340,000.00	0.0445	360	360	20111001
	228	 	 	60,000.00	 	20111228	1,000,000.00	0.0415	360	360	20120201
	229	 	 	0.00	 	20120125	2,930,000.00	0.0430	360	360	20120301
	230	 	 	0.00	 	20120103	672,000.00	0.0430	360	360	20120201
	231	 	 	0.00	 	20111227	1,143,750.00	0.0420	360	360	20120301
	232	 	 	0.00	 	20111208	756,000.00	0.0440	360	360	20120201
	233	 	 	0.00	 	20111111	567,300.00	0.0438	360	360	20120101
	234	 	 	0.00	 	20110929	1,125,000.00	0.0488	360	360	20111101
	235	 	 	0.00	 	20110926	886,800.00	0.0488	360	360	20111101
	236	 	 	0.00	 	20110919	898,000.00	0.0475	360	360	20111101
	237	 	 	0.00	 	20111012	1,290,000.00	0.0463	360	360	20111201
	238	 	 	0.00	 	20110919	470,000.00	0.0488	360	360	20111101
	239	 	 	0.00	 	20111003	440,000.00	0.0463	360	360	20111201
	240	 	 	0.00	 	20111101	1,075,000.00	0.0475	360	360	20120101
	241	 	 	0.00	 	20110923	979,000.00	0.0463	360	360	20111101
	242	 	 	0.00	 	20110920	448,000.00	0.0513	360	360	20111101
	243	 	 	0.00	 	20110926	999,950.00	0.0463	360	360	20111101
	244	 	 	200,000.00	 	20110923	990,000.00	0.0463	360	360	20111101
	245	 	 	0.00	 	20111006	680,000.00	0.0488	360	360	20111201
	246	 	 	0.00	 	20111017	900,000.00	0.0463	360	360	20111201
	247	 	 	0.00	 	20110930	650,000.00	0.0475	360	360	20111101
	248	 	 	0.00	 	20110930	832,800.00	0.0450	360	360	20111101
	249	 	 	0.00	 	20111026	611,250.00	0.0538	360	360	20111201
	250	 	 	0.00	 	20111011	588,450.00	0.0463	360	360	20111201
	251	 	 	0.00	 	20111005	572,000.00	0.0513	360	360	20111201
	252	 	 	0.00	 	20111018	560,000.00	0.0475	360	360	20111201
	253	 	 	0.00	 	20110926	985,000.00	0.0463	360	360	20111101
	254	 	 	0.00	 	20110928	989,050.00	0.0488	360	360	20111101
	255	 	 	0.00	 	20110824	556,850.00	0.0525	360	360	20111001
	256	 	 	0.00	 	20111107	798,000.00	0.0488	360	360	20120101
	257	 	 	0.00	 	20111024	862,000.00	0.0500	360	360	20111201
	258	 	 	0.00	 	20111111	757,000.00	0.0475	360	360	20120101
	259	 	 	0.00	 	20111028	1,085,000.00	0.0463	360	360	20111201
	260	 	 	0.00	 	20111031	445,000.00	0.0488	360	360	20111201
	261	 	 	0.00	 	20111102	1,020,000.00	0.0500	360	360	20111201
	262	 	 	0.00	 	20111024	740,000.00	0.0450	360	360	20111201
	263	 	 	0.00	 	20111104	748,700.00	0.0488	360	360	20120101
	264	 	 	0.00	 	20111114	536,000.00	0.0500	360	360	20120101
	265	 	 	0.00	 	20111101	772,000.00	0.0500	360	360	20120101
	266	 	 	0.00	 	20111014	527,200.00	0.0488	360	360	20111201
	267	 	 	0.00	 	20111108	688,000.00	0.0488	360	360	20120101
	268	 	 	0.00	 	20111228	796,000.00	0.0475	360	360	20120201
	269	 	 	0.00	 	20111123	921,500.00	0.0450	360	360	20120101
	270	 	 	0.00	 	20111215	640,000.00	0.0463	360	360	20120201
	271	 	 	0.00	 	20111026	1,998,600.00	0.0475	360	360	20111201
	272	 	 	0.00	 	20111230	615,000.00	0.0463	360	360	20120201
	273	 	 	0.00	 	20111228	485,000.00	0.0475	360	360	20120201
	274	 	 	0.00	 	20111117	999,999.00	0.0475	360	360	20120101
	275	 	 	0.00	 	20111221	650,000.00	0.0438	360	360	20120201
	276	 	 	0.00	 	20111201	620,250.00	0.0438	360	360	20120201
	277	 	 	0.00	 	20111209	689,850.00	0.0488	360	360	20120201
	278	 	 	0.00	 	20111222	716,500.00	0.0450	360	360	20120201
	279	 	 	0.00	 	20111217	494,400.00	0.0475	360	360	20120201
	280	 	 	0.00	 	20111222	868,400.00	0.0475	360	360	20120201
	281	 	 	0.00	 	20120106	1,160,000.00	0.0500	360	360	20120301
	282	 	 	0.00	 	20111223	880,000.00	0.0475	360	360	20120201
	283	 	 	0.00	 	20111014	610,000.00	0.0475	360	360	20111201
	284	 	 	0.00	 	20120103	1,590,000.00	0.0450	360	360	20120301
	285	 	 	0.00	 	20120117	850,000.00	0.0463	360	360	20120301
	286	 	 	0.00	 	20111229	807,000.00	0.0463	360	360	20120201
	287	 	 	0.00	 	20120109	810,000.00	0.0475	360	360	20120301
	288	 	 	0.00	 	20120118	575,000.00	0.0463	360	360	20120301
	289	 	 	0.00	 	20111223	480,000.00	0.0475	360	360	20120201
	290	 	 	125,000.00	 	20120120	913,000.00	0.0463	360	360	20120301
	291	 	 	0.00	 	20120123	944,000.00	0.0450	360	360	20120301
	292	 	 	0.00	 	20120125	775,000.00	0.0463	360	360	20120301
	293	 	 	0.00	 	20111227	559,950.00	0.0463	360	360	20120201
	294	 	 	0.00	 	20111228	600,000.00	0.0513	360	360	20120201
	295	 	 	0.00	 	20120130	725,000.00	0.0450	360	360	20120301
	296	 	 	0.00	 	20120104	480,000.00	0.0450	360	360	20120301
	297	 	 	0.00	 	20120106	713,000.00	0.0450	360	360	20120301
	298	 	 	0.00	 	20120131	699,900.00	0.0463	360	360	20120301
	299	 	 	250,000.00	 	20120125	603,350.00	0.0438	360	360	20120301
	300	 	 	0.00	 	20120126	720,000.00	0.0463	360	360	20120301
	301	 	 	0.00	 	20111026	999,950.00	0.0475	360	360	20111201
	302	 	 	0.00	 	20111026	944,000.00	0.0463	360	360	20111201
	303	 	 	0.00	 	20111201	527,200.00	0.0475	360	360	20120101
	304	 	 	0.00	 	20111130	499,000.00	0.0488	360	360	20120101
	305	 	 	0.00	 	20111216	550,000.00	0.0438	360	360	20120201
	306	 	 	0.00	 	20111216	792,000.00	0.0488	360	360	20120201
	307	 	 	0.00	 	20120120	452,600.00	0.0463	360	360	20120301
	308	 	 	0.00	 	20120209	585,000.00	0.0425	360	360	20120401
	309	 	 	0.00	 	20120120	696,000.00	0.0463	360	360	20120301
	310	 	 	0.00	 	20120113	614,700.00	0.0450	360	360	20120301
	311	 	 	0.00	 	20111230	520,000.00	0.0450	360	360	20120201
	312	 	 	0.00	 	20120203	536,250.00	0.0500	360	360	20120301
	313	 	 	0.00	 	20120123	880,000.00	0.0488	360	360	20120301
	314	 	 	0.00	 	20120210	999,950.00	0.0463	360	360	20120401
	315	 	 	0.00	 	20120127	1,345,100.00	0.0475	360	360	20120301
	316	 	 	0.00	 	20111110	1,095,000.00	0.0488	360	360	20120101
	317	 	 	0.00	 	20111114	609,200.00	0.0475	360	360	20120101
	318	 	 	0.00	 	20111110	841,230.00	0.0475	360	360	20120101
	319	 	 	0.00	 	20111111	1,326,420.00	0.0475	360	360	20120101
	320	 	 	0.00	 	20111117	810,000.00	0.0463	360	360	20120101
	321	 	 	0.00	 	20111124	472,000.00	0.0500	360	360	20120101
	322	 	 	0.00	 	20111123	620,000.00	0.0488	360	360	20120101
	323	 	 	0.00	 	20111117	999,999.00	0.0500	360	360	20120101
	324	 	 	0.00	 	20111114	999,999.00	0.0488	360	360	20120101
	325	 	 	0.00	 	20111101	1,080,000.00	0.0500	360	360	20120101
	326	 	 	0.00	 	20110929	800,000.00	0.0463	360	360	20111101
	327	 	 	0.00	 	20111213	999,900.00	0.0475	360	360	20120201
	328	 	 	0.00	 	20111223	639,600.00	0.0450	360	360	20120201
	329	 	 	0.00	 	20120106	562,500.00	0.0488	360	360	20120301
	330	 	 	350,000.00	 	20111114	998,353.70	0.0475	360	360	20120101
	331	 	 	0.00	 	20111118	939,656.00	0.0488	360	360	20120101
	332	 	 	406,500.00	 	20111118	608,285.00	0.0463	360	360	20120101
	333	 	 	0.00	 	20111130	1,367,240.00	0.0450	360	360	20120101
	334	 	 	0.00	 	20111128	770,000.00	0.0463	360	360	20120101
	335	 	 	0.00	 	20111208	583,200.00	0.0513	360	360	20120201
	336	 	 	0.00	 	20111223	892,500.00	0.0475	360	360	20120201
	337	 	 	0.00	 	20111201	825,000.00	0.0488	360	360	20120101
	338	 	 	0.00	 	20111121	2,000,000.00	0.0475	360	360	20120101
	339	 	 	0.00	 	20111209	600,000.00	0.0463	360	360	20120201
	340	 	 	0.00	 	20111208	580,000.00	0.0463	360	360	20120201
	341	 	 	0.00	 	20111130	542,500.00	0.0425	360	360	20120101
	342	 	 	0.00	 	20111202	838,035.00	0.0438	360	360	20120201
	343	 	 	152,500.00	 	20111230	562,250.00	0.0463	360	360	20120201
	344	 	 	0.00	 	20111228	437,500.00	0.0463	360	360	20120201
	345	 	 	0.00	 	20111227	520,000.00	0.0463	360	360	20120201
	346	 	 	57,000.00	 	20111215	633,000.00	0.0475	360	360	20120201
	347	 	 	0.00	 	20111212	1,240,000.00	0.0475	360	360	20120201
	348	 	 	97,916.82	 	20111209	895,683.18	0.0488	360	360	20120201
	349	 	 	0.00	 	20120120	544,462.21	0.0438	360	360	20120301
	350	 	 	225,000.00	 	20120106	525,800.00	0.0475	360	360	20120301
	351	 	 	115,000.00	 	20111230	918,500.00	0.0475	360	360	20120201
	352	 	 	0.00	 	20111121	686,120.00	0.0450	360	360	20120101
	353	 	 	340,000.00	 	20111212	580,056.00	0.0463	360	360	20120201
	354	 	 	0.00	 	20120104	1,000,000.00	0.0500	360	360	20120301
	355	 	 	0.00	 	20111209	456,000.00	0.0475	360	360	20120201
	356	 	 	0.00	 	20111223	968,616.00	0.0500	360	360	20120201
	357	 	 	0.00	 	20120120	744,000.00	0.0463	360	360	20120301
	358	 	 	0.00	 	20111230	634,500.00	0.0463	360	360	20120201
	359	 	 	0.00	 	20120123	804,532.00	0.0463	360	360	20120301
	360	 	 	0.00	 	20120207	475,000.00	0.0488	360	360	20120401
	361	 	 	0.00	 	20120103	708,000.00	0.0475	360	360	20120301
	362	 	 	0.00	 	20120130	640,000.00	0.0450	360	360	20120301
	363	 	 	0.00	 	20120207	854,200.00	0.0463	360	360	20120401
	364	 	 	0.00	 	20120125	349,600.00	0.0475	360	360	20120301
	365	 	 	0.00	 	20111201	940,000.00	0.0513	360	360	20120201
	366	 	 	0.00	 	20120213	1,304,250.00	0.0463	360	360	20120401







 





	 	31	32	33	34	35	36	37	38	39	40
	KEY	Interest 

Type
 Indicator	Original 

Interest
 Only Term	Buy 

Down 

Period	HELOC 

Draw 

Period	Current 

Loan
 Amount	Current 

Interest
 Rate	Current 

Payment
 Amount Due	Interest 

Paid
 Through Date	Current 

Payment
 Status	Index 

Type
	1	1	0	0	 	730,101.17	0.0488	3,868.52	20120301	0	0
	2	1	0	0	 	697,080.83	0.0450	3,536.67	20120301	0	0
	3	1	0	0	 	559,327.12	0.0500	3,006.21	20120301	0	0
	4	1	0	0	 	873,899.12	0.0475	4,564.42	20120301	0	0
	5	1	0	0	 	808,514.86	0.0488	4,286.59	20120301	0	0
	6	1	0	0	 	640,000.00	0.0450	3,242.79	20120301	0	0
	7	1	0	0	 	465,723.25	0.0488	2,497.86	20120301	0	0
	8	1	0	0	 	996,296.25	0.0488	5,292.08	20120301	0	0
	9	1	0	0	 	1,343,319.69	0.0488	7,144.31	20120301	0	0
	10	1	0	0	 	590,437.92	0.0450	2,999.58	20120301	0	0
	11	1	0	0	 	677,481.43	0.0488	3,598.62	20120301	0	0
	12	1	0	0	 	972,422.50	0.0450	4,940.18	20120301	0	0
	13	1	0	0	 	540,371.76	0.0475	2,836.46	20120301	0	0
	14	1	0	0	 	971,220.33	0.0463	5,012.86	20120301	0	0
	15	1	0	0	 	560,463.93	0.0500	3,019.62	20120301	0	0
	16	1	0	0	 	486,270.89	0.0475	2,543.03	20120301	0	0
	17	1	0	0	 	937,763.86	0.0488	4,981.17	20120301	0	0
	18	1	0	0	 	523,706.32	0.0488	2,778.34	20120301	0	0
	19	1	0	0	 	706,630.52	0.0450	3,589.87	20120301	0	0
	20	1	0	0	 	749,191.52	0.0500	4,031.53	20120301	0	0
	21	1	0	0	 	1,270,384.89	0.0500	6,844.48	20120301	0	0
	22	1	0	0	 	549,323.73	0.0488	2,910.65	20120301	0	0
	23	1	0	0	 	561,645.58	0.0475	2,934.27	20120301	0	0
	24	1	0	0	 	466,884.38	0.0450	2,368.75	20120301	0	0
	25	1	0	0	 	571,263.70	0.0463	2,940.88	20120301	0	0
	26	1	0	0	 	886,748.81	0.0413	4,303.69	20120301	0	0
	27	1	0	0	 	523,740.87	0.0513	2,861.82	20120301	0	0
	28	1	0	0	 	1,498,024.72	0.0450	7,600.28	20120301	0	0
	29	1	0	0	 	735,573.38	0.0475	3,841.93	20120301	0	0
	30	1	0	0	 	1,247,126.13	0.0525	6,902.55	20120301	0	0
	31	1	0	0	 	1,326,722.67	0.0488	7,038.47	20120301	0	0
	32	1	0	0	 	486,298.72	0.0488	2,579.89	20120301	0	0
	33	1	0	0	 	648,398.31	0.0488	3,439.85	20120301	0	0
	34	1	0	0	 	980,165.20	0.0463	5,052.45	20120301	0	0
	35	1	0	0	 	982,000.00	0.0475	5,122.58	20120301	0	0
	36	1	0	0	 	711,582.85	0.0463	3,663.24	20120301	0	0
	37	1	0	0	 	821,221.37	0.0488	4,356.71	20120301	0	0
	38	1	0	0	 	825,000.00	0.0463	4,241.65	20120301	0	0
	39	1	0	0	 	472,912.70	0.0463	2,447.30	20120301	0	0
	40	1	0	0	 	993,261.11	0.0450	5,046.07	20120301	0	0
	41	1	0	0	 	715,035.54	0.0438	3,574.88	20120301	0	0
	42	1	0	0	 	661,000.00	0.0450	3,349.19	20120301	0	0
	43	1	0	0	 	785,901.98	0.0500	4,230.16	20120301	0	0
	44	1	0	0	 	598,555.14	0.0500	3,220.93	20120301	0	0
	45	1	0	0	 	647,581.69	0.0488	3,439.85	20120301	0	0
	46	1	0	0	 	735,682.68	0.0488	3,902.91	20120301	0	0
	47	1	0	0	 	781,070.57	0.0488	4,143.70	20120301	0	0
	48	1	0	0	 	759,809.85	0.0475	3,978.60	20120301	0	0
	49	1	0	0	 	1,008,749.96	0.0488	5,358.23	20120301	0	0
	50	1	0	0	 	948,474.03	0.0488	5,038.06	20120301	0	0
	51	1	0	0	 	597,926.29	0.0525	3,313.22	20120301	0	0
	52	1	0	0	 	1,873,194.97	0.0500	10,092.25	20120301	0	0
	53	1	0	0	 	1,396,628.65	0.0500	7,515.50	20120301	0	0
	54	1	0	0	 	906,927.18	0.0538	5,095.74	20120301	0	0
	55	1	0	0	 	997,301.05	0.0438	4,992.85	20120301	0	0
	56	1	0	0	 	786,012.83	0.0475	4,110.58	20120301	0	0
	57	1	0	0	 	834,633.46	0.0475	4,376.62	20120301	0	0
	58	1	0	0	 	720,137.66	0.0463	3,712.09	20120301	0	0
	59	1	0	0	 	538,669.36	0.0488	2,857.72	20120301	0	0
	60	1	0	0	 	977,272.55	0.0475	5,112.14	20120301	0	0
	61	1	0	0	 	678,285.55	0.0475	3,547.20	20120301	0	0
	62	1	0	0	 	580,521.75	0.0450	2,964.11	20120301	0	0
	63	1	0	0	 	914,459.15	0.0450	4,641.24	20120301	0	0
	64	1	0	0	 	917,344.40	0.0475	4,791.33	20120301	0	0
	65	1	0	0	 	443,364.17	0.0488	2,349.21	20120301	0	0
	66	1	0	0	 	958,792.19	0.0475	5,007.81	20120301	0	0
	67	1	0	0	 	699,119.30	0.0475	3,651.53	20120301	0	0
	68	1	0	0	 	636,679.39	0.0463	3,277.64	20120301	0	0
	69	1	0	0	 	853,874.09	0.0450	4,332.16	20120301	0	0
	70	1	0	0	 	1,234,444.94	0.0475	6,447.56	20120301	0	0
	71	1	0	0	 	1,158,437.46	0.0438	5,791.71	20120301	0	0
	72	1	0	0	 	559,111.68	0.0488	2,962.51	20120301	0	0
	73	1	0	0	 	456,000.00	0.0475	2,378.71	20120301	0	0
	74	1	0	0	 	500,000.00	0.0463	2,570.70	20120301	0	0
	75	1	0	0	 	490,000.00	0.0475	2,556.07	20120301	0	0
	76	1	0	0	 	1,200,000.00	0.0438	5,991.42	20120301	0	0
	77	1	0	0	 	830,000.00	0.0475	4,329.67	20120301	0	0
	78	1	0	0	 	972,528.52	0.0475	5,112.15	20120301	0	0
	79	1	120	0	 	1,272,000.00	0.0495	5,247.00	20120301	0	0
	80	1	0	0	 	840,464.24	0.0460	4,325.44	20120301	0	0
	81	1	120	0	 	918,400.00	0.0460	3,520.53	20120301	0	0
	82	1	120	0	 	1,436,050.00	0.0430	5,145.85	20120301	0	0
	83	1	0	0	 	671,988.86	0.0445	3,403.13	20120301	0	0
	84	1	0	0	 	1,014,348.91	0.0425	5,017.79	20120301	0	0
	85	1	0	0	 	1,591,214.45	0.0430	7,917.95	20120301	0	0
	86	1	0	0	 	297,283.32	0.0380	1,863.83	20120301	0	0
	87	1	0	0	 	1,465,055.60	0.0440	7,376.21	20120301	0	0
	88	1	120	0	 	1,050,000.00	0.0475	4,156.25	20120301	0	0
	89	1	0	0	 	484,676.32	0.0400	2,327.40	20120301	0	0
	90	1	0	0	 	994,300.43	0.0450	5,066.86	20120301	0	0
	91	1	0	0	 	871,295.87	0.0445	4,422.66	20120301	0	0
	92	1	0	0	 	979,493.90	0.0420	4,816.82	20120301	0	0
	93	1	0	0	 	1,220,186.12	0.0455	6,243.35	20120301	0	0
	94	1	0	0	 	1,392,312.63	0.0430	6,928.21	20120301	0	0
	95	1	0	0	 	1,805,301.70	0.0420	8,877.87	20120301	0	0
	96	1	0	0	 	934,745.42	0.0420	4,596.77	20120301	0	0
	97	1	0	0	 	497,303.30	0.0440	2,503.81	20120301	0	0
	98	1	0	0	 	994,509.02	0.0430	4,948.72	20120301	0	0
	99	1	0	0	 	1,333,636.62	0.0430	6,636.23	20120301	0	0
	100	1	0	0	 	636,548.26	0.0440	3,204.87	20120301	0	0
	101	1	0	0	 	496,561.99	0.0430	2,474.36	20120301	0	0
	102	1	0	0	 	1,044,182.71	0.0425	5,165.37	20120301	0	0
	103	1	0	0	 	893,756.13	0.0425	4,427.46	20120301	0	0
	104	1	0	0	 	404,557.96	0.0380	1,896.45	20120301	0	0
	105	1	0	0	 	989,878.44	0.0420	4,890.18	20120301	0	0
	106	1	0	0	 	909,746.91	0.0405	4,394.77	20120301	0	0
	107	1	0	0	 	2,486,149.31	0.0425	12,298.50	20120301	0	0
	108	1	0	0	 	1,986,000.59	0.0420	9,780.35	20120301	0	0
	109	1	120	0	 	1,093,996.93	0.0460	4,193.65	20120301	0	0
	110	1	120	0	 	1,300,000.00	0.0440	4,766.67	20120301	0	0
	111	1	0	0	 	149,002.78	0.0555	856.40	20120301	0	0
	112	1	0	0	 	111,181.98	0.0565	646.51	20120301	0	0
	113	1	0	0	 	414,107.01	0.0425	2,051.39	20120301	0	0
	114	1	0	0	 	43,860.19	0.0485	232.90	20120301	0	0
	115	1	0	0	 	449,336.20	0.0515	2,468.04	20120301	0	0
	116	1	0	0	 	920,358.45	0.0450	5,066.86	20120301	0	0
	117	1	0	0	 	1,093,025.19	0.0475	5,738.13	20120301	0	0
	118	1	0	0	 	277,960.19	0.0500	1,503.11	20120301	0	0
	119	1	0	0	 	993,306.25	0.0445	5,037.19	20120301	0	0
	120	1	0	0	 	863,427.03	0.0480	4,564.59	20120301	0	0
	121	1	0	0	 	992,166.57	0.0460	5,126.45	20120301	0	0
	122	1	0	0	 	376,287.85	0.0530	2,104.05	20120301	0	0
	123	1	0	0	 	302,400.74	0.0530	1,690.91	20120301	0	0
	124	1	120	0	 	1,100,000.00	0.0495	4,537.50	20120301	0	0
	125	1	0	0	 	1,984,752.12	0.0475	10,432.95	20120301	0	0
	126	1	0	0	 	957,347.67	0.0490	5,254.20	20120301	0	0
	127	1	0	0	 	1,537,664.08	0.0435	8,213.90	20120301	0	0
	128	1	120	0	 	1,700,000.00	0.0485	6,870.83	20120301	0	0
	129	1	0	0	 	504,932.26	0.0485	3,284.89	20120301	0	0
	130	1	0	0	 	818,653.01	0.0470	4,278.77	20120301	0	0
	131	1	0	0	 	2,048,824.01	0.0460	10,586.11	20120301	0	0
	132	1	0	0	 	710,590.49	0.0480	3,756.61	20120301	0	0
	133	1	0	0	 	1,687,387.70	0.0490	9,022.36	20120301	0	0
	134	1	0	0	 	604,464.50	0.0465	3,145.39	20120301	0	0
	135	1	0	0	 	1,387,065.18	0.0455	7,135.25	20120301	0	0
	136	1	0	0	 	126,554.07	0.0490	676.68	20120301	0	0
	137	1	0	0	 	1,093,796.02	0.0415	5,347.14	20120301	0	0
	138	1	0	0	 	148,737.83	0.0420	733.53	20120301	0	0
	139	1	0	0	 	286,426.30	0.0445	1,454.49	20120301	0	0
	140	1	0	0	 	829,848.16	0.0490	4,431.57	20120301	0	0
	141	1	0	0	 	1,467,564.51	0.0455	7,549.35	20120301	0	0
	142	1	0	0	 	950,337.78	0.0455	4,888.67	20120301	0	0
	143	1	0	0	 	1,374,680.69	0.0455	7,071.54	20120301	0	0
	144	1	0	0	 	783,365.99	0.0455	4,013.58	20120301	0	0
	145	1	0	0	 	1,091,764.45	0.0485	5,804.62	20120301	0	0
	146	1	0	0	 	1,488,564.03	0.0475	7,824.72	20120301	0	0
	147	1	120	0	 	1,100,000.00	0.0485	4,445.83	20120301	0	0
	148	1	0	0	 	822,622.28	0.0470	4,299.51	20120301	0	0
	149	1	0	0	 	1,159,930.65	0.0470	6,078.44	20120301	0	0
	150	1	0	0	 	1,556,486.29	0.0450	7,949.90	20120301	0	0
	151	1	0	0	 	989,420.86	0.0455	5,096.61	20120301	0	0
	152	1	0	0	 	391,738.90	0.0455	2,012.45	20120301	0	0
	153	1	0	0	 	408,678.91	0.0530	2,287.86	20120301	0	0
	154	1	0	0	 	414,028.81	0.0410	2,014.94	20120301	0	0
	155	1	0	0	 	1,750,229.03	0.0455	8,955.42	20120301	0	0
	156	1	0	0	 	738,082.53	0.0460	3,793.57	20120301	0	0
	157	1	120	0	 	556,800.00	0.0480	2,227.20	20120301	0	0
	158	1	0	0	 	949,219.96	0.0495	5,104.18	20120301	0	0
	159	1	120	0	 	2,000,000.00	0.0490	8,166.67	20120301	0	0
	160	1	0	0	 	1,110,930.87	0.0485	5,914.06	20120301	0	0
	161	1	120	0	 	509,599.35	0.0485	2,063.52	20120301	0	0
	162	1	120	0	 	1,537,500.00	0.0485	6,214.06	20120301	0	0
	163	1	120	0	 	1,500,000.00	0.0485	6,062.50	20120301	0	0
	164	1	120	0	 	1,000,000.00	0.0475	3,958.33	20120301	0	0
	165	1	0	0	 	1,198,820.59	0.0455	6,166.90	20120301	0	0
	166	1	0	0	 	992,581.01	0.0490	5,307.27	20120301	0	0
	167	1	120	0	 	900,000.00	0.0475	3,562.50	20120301	0	0
	168	1	0	0	 	396,838.27	0.0455	2,038.65	20120301	0	0
	169	1	120	0	 	960,000.00	0.0470	3,760.00	20120301	0	0
	170	1	0	0	 	535,693.14	0.0450	2,736.11	20120301	0	0
	171	1	120	0	 	825,000.00	0.0485	3,334.38	20120301	0	0
	172	1	0	0	 	1,737,367.67	0.0505	9,447.93	20120301	0	0
	173	1	0	0	 	334,682.76	0.0430	1,667.72	20120301	0	0
	174	1	0	0	 	277,806.61	0.0460	1,435.41	20120301	0	0
	175	1	120	0	 	3,000,000.00	0.0425	10,625.00	20120301	0	0
	176	1	120	0	 	850,000.00	0.0460	3,258.33	20120301	0	0
	177	1	0	0	 	273,556.37	0.0455	1,401.57	20120301	0	0
	178	1	0	0	 	1,095,558.61	0.0440	5,508.38	20120301	0	0
	179	1	0	0	 	1,072,005.89	0.0420	5,256.94	20120301	0	0
	180	1	0	0	 	519,277.11	0.0420	2,542.89	20120301	0	0
	181	1	120	0	 	1,975,000.00	0.0515	8,476.04	20120301	0	0
	182	1	0	0	 	1,475,877.88	0.0420	7,237.46	20120301	0	0
	183	1	0	0	 	685,329.77	0.0440	3,436.48	20120301	0	0
	184	1	120	0	 	1,970,000.00	0.0435	7,141.25	20120301	0	0
	185	1	0	0	 	1,540,000.00	0.0415	7,486.00	20120301	0	0
	186	1	120	0	 	900,000.00	0.0445	3,337.50	20120301	0	0
	187	1	0	0	 	1,398,053.75	0.0420	6,846.25	20120301	0	0
	188	1	0	0	 	537,600.00	0.0420	2,628.96	20120301	0	0
	189	1	0	0	 	674,036.08	0.0405	3,242.05	20120301	0	0
	190	1	0	0	 	978,625.35	0.0415	4,763.82	20120301	0	0
	191	1	0	0	 	875,000.00	0.0400	4,177.39	20120301	0	0
	192	1	0	0	 	1,397,946.64	0.0390	6,603.36	20120301	0	0
	193	1	0	0	 	568,750.00	0.0415	2,764.72	20120301	0	0
	194	1	120	0	 	712,500.00	0.0445	2,642.19	20120301	0	0
	195	1	0	0	 	614,145.04	0.0420	3,007.46	20120301	0	0
	196	1	0	0	 	897,515.69	0.0425	4,427.46	20120301	0	0
	197	1	0	0	 	1,442,153.55	0.0440	7,251.02	20120301	0	0
	198	1	0	0	 	1,578,307.06	0.0415	7,704.74	20120301	0	0
	199	1	0	0	 	1,547,845.23	0.0420	7,579.77	20120301	0	0
	200	1	0	0	 	1,223,297.03	0.0420	5,990.47	20120301	0	0
	201	1	0	0	 	674,078.36	0.0430	3,340.39	20120301	0	0
	202	1	120	0	 	1,682,328.00	0.0440	6,168.54	20120301	0	0
	203	1	0	0	 	897,559.97	0.0435	4,480.31	20120301	0	0
	204	1	0	0	 	711,066.96	0.0435	3,549.40	20120301	0	0
	205	1	0	0	 	1,244,861.43	0.0430	6,185.90	20120301	0	0
	206	1	0	0	 	995,889.14	0.0430	4,948.72	20120301	0	0
	207	1	0	0	 	1,446,104.13	0.0440	7,261.04	20120301	0	0
	208	1	0	0	 	2,489,814.77	0.0435	12,445.30	20120301	0	0
	209	1	0	0	 	822,783.38	0.0440	4,131.28	20120301	0	0
	210	1	0	0	 	1,152,883.83	0.0435	5,762.67	20120301	0	0
	211	1	0	0	 	877,677.97	0.0450	4,458.84	20120301	0	0
	212	1	0	0	 	912,563.69	0.0445	4,609.03	20120301	0	0
	213	1	0	0	 	1,396,305.89	0.0450	7,093.60	20120301	0	0
	214	1	0	0	 	1,852,215.66	0.0420	9,095.72	20120301	0	0
	215	1	0	0	 	1,151,924.64	0.0445	5,817.96	20120301	0	0
	216	1	0	0	 	1,991,629.72	0.0420	9,780.35	20120301	0	0
	217	1	0	0	 	797,831.08	0.0435	3,982.50	20120301	0	0
	218	1	0	0	 	1,494,051.91	0.0450	7,600.28	20120301	0	0
	219	1	0	0	 	998,597.29	0.0415	4,861.04	20120301	0	0
	220	1	0	0	 	997,313.20	0.0440	5,007.61	20120301	0	0
	221	1	0	0	 	953,719.40	0.0440	4,782.27	20120301	0	0
	222	1	120	0	 	1,000,000.00	0.0445	3,708.33	20120301	0	0
	223	1	0	0	 	988,672.46	0.0440	4,957.54	20120301	0	0
	224	1	0	0	 	692,916.29	0.0435	3,458.80	20120301	0	0
	225	1	0	0	 	1,997,092.58	0.0395	9,490.75	20120301	0	0
	226	1	0	0	 	1,252,209.25	0.0405	6,023.00	20120301	0	0
	227	1	0	0	 	337,263.84	0.0445	1,712.65	20120301	0	0
	228	1	0	0	 	997,189.73	0.0415	4,861.04	20120301	0	0
	229	1	0	0	 	2,925,999.43	0.0430	14,499.74	20120301	0	0
	230	1	0	0	 	670,161.63	0.0430	3,325.54	20120301	0	0
	231	1	0	0	 	1,142,159.99	0.0420	5,593.14	20120301	0	0
	232	1	0	0	 	753,968.76	0.0440	3,785.76	20120301	0	0
	233	1	0	0	 	561,993.66	0.0438	2,832.45	20120301	0	0
	234	1	0	0	 	1,118,027.19	0.0488	5,953.59	20120301	0	0
	235	1	0	0	 	881,303.56	0.0488	4,693.02	20120301	0	0
	236	1	0	0	 	887,226.42	0.0475	4,684.39	20120301	0	0
	237	1	0	0	 	1,282,579.95	0.0463	6,632.40	20120301	0	0
	238	1	0	0	 	467,086.91	0.0488	2,487.28	20120301	0	0
	239	1	0	0	 	437,721.36	0.0463	2,262.21	20120301	0	0
	240	1	0	0	 	1,070,926.41	0.0475	5,607.71	20120301	0	0
	241	1	0	0	 	972,650.24	0.0463	5,033.43	20120301	0	0
	242	1	0	0	 	445,064.30	0.0513	2,439.30	20120301	0	0
	243	1	0	0	 	992,003.33	0.0463	5,141.14	20120301	0	0
	244	1	0	0	 	983,578.91	0.0463	5,089.98	20120301	0	0
	245	1	0	0	 	676,635.08	0.0488	3,598.62	20120301	0	0
	246	1	0	0	 	895,105.96	0.0463	4,627.26	20120301	0	0
	247	1	0	0	 	645,878.54	0.0475	3,390.71	20120301	0	0
	248	1	0	0	 	827,275.33	0.0450	4,219.68	20120301	0	0
	249	1	0	0	 	608,491.82	0.0538	3,422.82	20120301	0	0
	250	1	0	0	 	585,402.57	0.0463	3,025.45	20120301	0	0
	251	1	0	0	 	569,296.54	0.0513	3,114.47	20120301	0	0
	252	1	0	0	 	557,164.98	0.0475	2,921.23	20120301	0	0
	253	1	0	0	 	978,611.36	0.0463	5,064.27	20120301	0	0
	254	1	0	0	 	979,859.82	0.0488	5,234.13	20120301	0	0
	255	1	0	0	 	552,975.45	0.0525	3,074.95	20120301	0	0
	256	1	0	0	 	795,044.42	0.0488	4,223.08	20120301	0	0
	257	1	0	0	 	857,831.11	0.0500	4,627.40	20120301	0	0
	258	1	0	0	 	752,956.79	0.0475	3,948.87	20120301	0	0
	259	1	0	0	 	1,079,381.06	0.0463	5,578.41	20120301	0	0
	260	1	0	0	 	442,797.96	0.0488	2,354.98	20120301	0	0
	261	1	0	0	 	1,015,066.96	0.0500	5,475.58	20120301	0	0
	262	1	0	0	 	736,080.15	0.0450	3,749.47	20120301	0	0
	263	1	0	0	 	745,926.79	0.0488	3,962.18	20120301	0	0
	264	1	0	0	 	534,059.86	0.0500	2,877.36	20120301	0	0
	265	1	0	0	 	769,205.61	0.0500	4,144.26	20120301	0	0
	266	1	0	0	 	524,591.20	0.0488	2,789.99	20120301	0	0
	267	1	0	0	 	685,451.82	0.0488	3,640.95	20120301	0	0
	268	1	0	0	 	793,993.08	0.0475	4,152.31	20120301	0	0
	269	1	0	0	 	916,236.87	0.0450	4,669.11	20120301	0	0
	270	1	0	0	 	638,349.18	0.0463	3,290.49	20120301	0	0
	271	1	0	0	 	1,988,482.06	0.0475	10,425.64	20120301	0	0
	272	1	0	0	 	613,413.65	0.0463	3,161.96	20120301	0	0
	273	1	0	0	 	483,706.90	0.0475	2,529.99	20120301	0	0
	274	1	0	0	 	996,209.62	0.0475	5,216.47	20120301	0	0
	275	1	0	0	 	648,245.69	0.0438	3,245.35	20120301	0	0
	276	1	0	0	 	618,575.98	0.0438	3,096.81	20120301	0	0
	277	1	0	0	 	688,150.11	0.0488	3,650.74	20120301	0	0
	278	1	0	0	 	714,609.42	0.0450	3,630.40	20120301	0	0
	279	1	0	0	 	493,153.50	0.0475	2,579.02	20120301	0	0
	280	1	0	0	 	866,210.53	0.0475	4,529.99	20120301	0	0
	281	1	0	0	 	1,158,606.20	0.0500	6,227.13	20120301	0	0
	282	1	0	0	 	877,781.28	0.0475	4,590.50	20120301	0	0
	283	1	0	0	 	606,911.86	0.0475	3,182.05	20120301	0	0
	284	1	0	0	 	1,587,906.20	0.0450	8,056.30	20120301	0	0
	285	1	0	0	 	848,905.85	0.0463	4,370.19	20120301	0	0
	286	1	0	0	 	804,918.40	0.0463	4,149.11	20120301	0	0
	287	1	0	0	 	808,980.91	0.0475	4,225.34	20120301	0	0
	288	1	0	0	 	574,259.85	0.0463	2,956.30	20120301	0	0
	289	1	0	0	 	478,789.79	0.0475	2,503.91	20120301	0	0
	290	1	0	0	 	911,824.76	0.0463	4,694.09	20120301	0	0
	291	1	0	0	 	942,756.89	0.0450	4,783.11	20120301	0	0
	292	1	0	0	 	774,002.40	0.0463	3,984.58	20120301	0	0
	293	1	0	0	 	558,505.66	0.0463	2,878.92	20120301	0	0
	294	1	0	0	 	598,588.15	0.0513	3,266.92	20120301	0	0
	295	1	0	0	 	724,045.28	0.0450	3,673.47	20120301	0	0
	296	1	0	0	 	479,367.91	0.0450	2,432.09	20120301	0	0
	297	1	0	0	 	712,061.08	0.0450	3,612.67	20120301	0	0
	298	1	0	0	 	698,999.07	0.0463	3,598.46	20120301	0	0
	299	1	0	0	 	602,537.27	0.0438	3,012.44	20120301	0	0
	300	1	0	0	 	719,073.20	0.0463	3,701.80	20120301	0	0
	301	1	0	0	 	994,887.76	0.0475	5,216.21	20120301	0	0
	302	1	0	0	 	939,111.24	0.0463	4,853.48	20120301	0	0
	303	1	0	0	 	525,202.25	0.0475	2,750.12	20120301	0	0
	304	1	0	0	 	497,151.82	0.0488	2,640.75	20120301	0	0
	305	1	0	0	 	548,485.40	0.0438	2,746.07	20120301	0	0
	306	1	0	0	 	790,048.38	0.0488	4,191.33	20120301	0	0
	307	1	0	0	 	452,017.40	0.0463	2,327.00	20120301	0	0
	308	1	0	0	 	585,000.00	0.0425	2,877.85	20120301	0	0
	309	1	0	0	 	695,104.09	0.0463	3,578.41	20120301	0	0
	310	1	0	0	 	613,890.54	0.0450	3,114.59	20120301	0	0
	311	1	0	0	 	518,627.91	0.0450	2,634.76	20120301	0	0
	312	1	0	0	 	535,605.67	0.0500	2,878.71	20120301	0	0
	313	1	0	0	 	878,917.97	0.0488	4,657.03	20120301	0	0
	314	1	0	0	 	999,950.00	0.0463	5,141.14	20120301	0	0
	315	1	0	0	 	1,343,407.67	0.0475	7,016.68	20120301	0	0
	316	1	0	0	 	1,090,944.40	0.0488	5,794.83	20120301	0	0
	317	1	0	0	 	606,891.50	0.0475	3,177.88	20120301	0	0
	318	1	0	0	 	838,042.24	0.0475	4,388.26	20120301	0	0
	319	1	0	0	 	1,321,393.67	0.0475	6,919.24	20120301	0	0
	320	1	0	0	 	806,859.93	0.0463	4,164.54	20120301	0	0
	321	1	0	0	 	468,764.38	0.0500	2,533.80	20120301	0	0
	322	1	0	0	 	617,703.64	0.0488	3,281.10	20120301	0	0
	323	1	0	0	 	996,379.29	0.0500	5,368.22	20120301	0	0
	324	1	0	0	 	996,295.25	0.0488	5,292.08	20120301	0	0
	325	1	0	0	 	1,076,090.74	0.0500	5,797.67	20120301	0	0
	326	1	0	0	 	794,811.22	0.0463	4,113.12	20120301	0	0
	327	1	0	0	 	997,378.98	0.0475	5,215.96	20120301	0	0
	328	1	0	0	 	637,912.32	0.0450	3,240.76	20120301	0	0
	329	1	0	0	 	561,808.36	0.0488	2,976.80	20120301	0	0
	330	1	0	0	 	993,982.85	0.0475	5,207.89	20120301	0	0
	331	1	0	0	 	936,175.74	0.0488	4,972.74	20120301	0	0
	332	1	0	0	 	605,926.90	0.0463	3,127.44	20120301	0	0
	333	1	0	0	 	1,361,818.34	0.0450	6,927.61	20120301	0	0
	334	1	0	0	 	767,015.01	0.0463	3,958.88	20120301	0	0
	335	1	0	0	 	581,827.68	0.0513	3,175.45	20120301	0	0
	336	1	0	0	 	888,245.80	0.0475	4,655.71	20120301	0	0
	337	1	0	0	 	821,944.39	0.0488	4,365.97	20120301	0	0
	338	1	0	0	 	1,992,421.24	0.0475	10,432.95	20120301	0	0
	339	1	0	0	 	598,452.34	0.0463	3,084.84	20120301	0	0
	340	1	0	0	 	578,503.94	0.0463	2,982.01	20120301	0	0
	341	1	0	0	 	540,249.77	0.0425	2,668.78	20120301	0	0
	342	1	0	0	 	835,773.18	0.0438	4,184.19	20120301	0	0
	343	1	0	0	 	560,799.73	0.0463	2,890.75	20120301	0	0
	344	1	0	0	 	435,995.86	0.0463	2,249.37	20120301	0	0
	345	1	0	0	 	518,658.70	0.0463	2,673.53	20120301	0	0
	346	1	0	0	 	630,400.07	0.0475	3,302.03	20120301	0	0
	347	1	0	0	 	1,236,371.65	0.0475	6,468.43	20120301	0	0
	348	1	0	0	 	893,476.07	0.0488	4,740.03	20120301	0	0
	349	1	0	0	 	543,728.81	0.0438	2,718.42	20120301	0	0
	350	1	0	0	 	525,138.46	0.0475	2,742.83	20120301	0	0
	351	1	0	0	 	915,266.06	0.0475	4,791.34	20120301	0	0
	352	1	0	0	 	683,399.26	0.0450	3,476.47	20120301	0	0
	353	1	0	0	 	578,559.78	0.0463	2,982.30	20120301	0	0
	354	1	0	0	 	998,798.45	0.0500	5,368.22	20120301	0	0
	355	1	0	0	 	454,850.29	0.0475	2,378.72	20120301	0	0
	356	1	0	0	 	966,283.45	0.0500	5,199.75	20120301	0	0
	357	1	0	0	 	743,042.30	0.0463	3,825.20	20120301	0	0
	358	1	0	0	 	632,863.35	0.0463	3,262.22	20120301	0	0
	359	1	0	0	 	803,496.38	0.0463	4,136.42	20120301	0	0
	360	1	0	0	 	475,000.00	0.0488	2,513.74	20120301	0	0
	361	1	0	0	 	707,109.23	0.0475	3,693.27	20120301	0	0
	362	1	0	0	 	639,157.21	0.0450	3,242.79	20120301	0	0
	363	1	0	0	 	854,200.00	0.0463	4,391.78	20120301	0	0
	364	1	0	0	 	349,160.15	0.0475	1,823.68	20120301	0	0
	365	1	0	0	 	937,788.09	0.0513	5,118.18	20120301	0	0
	366	1	0	0	 	1,304,250.00	0.0463	6,705.67	20120301	0	0







 





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	 	51	52	53	54	55	56	57	58	59	60
	KEY	Lifetime 

Maximum
 Rate 

(Ceiling)	Lifetime 

Minimum
 Rate 

(Floor)	Negative
 Amortization 

Limit	Initial Negative
 Amortization 

Recast
 Period	Subsequent
 Negative
 Amortization 

Recast
 Period	Initial Fixed
 Payment 

Period	Subsequent
 Payment 

Reset
 Period	Initial 

Periodic
 Payment 

Cap	Subsequent
 Periodic 

Payment
 Cap	Initial 

Minimum
 Payment 

Reset
 Period
	1	 	 	 	 	 	 	 	 	 	 
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	302	 	 	 	 	 	 	 	 	 	 
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	306	 	 	 	 	 	 	 	 	 	 
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	315	 	 	 	 	 	 	 	 	 	 
	316	 	 	 	 	 	 	 	 	 	 
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	318	 	 	 	 	 	 	 	 	 	 
	319	 	 	 	 	 	 	 	 	 	 
	320	 	 	 	 	 	 	 	 	 	 
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	322	 	 	 	 	 	 	 	 	 	 
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	325	 	 	 	 	 	 	 	 	 	 
	326	 	 	 	 	 	 	 	 	 	 
	327	 	 	 	 	 	 	 	 	 	 
	328	 	 	 	 	 	 	 	 	 	 
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	330	 	 	 	 	 	 	 	 	 	 
	331	 	 	 	 	 	 	 	 	 	 
	332	 	 	 	 	 	 	 	 	 	 
	333	 	 	 	 	 	 	 	 	 	 
	334	 	 	 	 	 	 	 	 	 	 
	335	 	 	 	 	 	 	 	 	 	 
	336	 	 	 	 	 	 	 	 	 	 
	337	 	 	 	 	 	 	 	 	 	 
	338	 	 	 	 	 	 	 	 	 	 
	339	 	 	 	 	 	 	 	 	 	 
	340	 	 	 	 	 	 	 	 	 	 
	341	 	 	 	 	 	 	 	 	 	 
	342	 	 	 	 	 	 	 	 	 	 
	343	 	 	 	 	 	 	 	 	 	 
	344	 	 	 	 	 	 	 	 	 	 
	345	 	 	 	 	 	 	 	 	 	 
	346	 	 	 	 	 	 	 	 	 	 
	347	 	 	 	 	 	 	 	 	 	 
	348	 	 	 	 	 	 	 	 	 	 
	349	 	 	 	 	 	 	 	 	 	 
	350	 	 	 	 	 	 	 	 	 	 
	351	 	 	 	 	 	 	 	 	 	 
	352	 	 	 	 	 	 	 	 	 	 
	353	 	 	 	 	 	 	 	 	 	 
	354	 	 	 	 	 	 	 	 	 	 
	355	 	 	 	 	 	 	 	 	 	 
	356	 	 	 	 	 	 	 	 	 	 
	357	 	 	 	 	 	 	 	 	 	 
	358	 	 	 	 	 	 	 	 	 	 
	359	 	 	 	 	 	 	 	 	 	 
	360	 	 	 	 	 	 	 	 	 	 
	361	 	 	 	 	 	 	 	 	 	 
	362	 	 	 	 	 	 	 	 	 	 
	363	 	 	 	 	 	 	 	 	 	 
	364	 	 	 	 	 	 	 	 	 	 
	365	 	 	 	 	 	 	 	 	 	 
	366	 	 	 	 	 	 	 	 	 	 







 





	 	61	62	63	64	65	66	67	68	69	70
	KEY	Subsequent
 Minimum Payment
 Reset Period	Option ARM
 Indicator	Options at Recast	Initial Minimum
 Payment	Current Minimum
 Payment	Prepayment Penalty
 Calculation	Prepayment Penalty
 Type	Prepayment Penalty
 Total Term	Prepayment Penalty
 Hard Term	Number of
 Mortgaged
 Properties
	1	 	 	 	 	 	 	 	0	 	1
	2	 	 	 	 	 	 	 	0	 	1
	3	 	 	 	 	 	 	 	0	 	1
	4	 	 	 	 	 	 	 	0	 	2
	5	 	 	 	 	 	 	 	0	 	2
	6	 	 	 	 	 	 	 	0	 	1
	7	 	 	 	 	 	 	 	0	 	2
	8	 	 	 	 	 	 	 	0	 	1
	9	 	 	 	 	 	 	 	0	 	1
	10	 	 	 	 	 	 	 	0	 	2
	11	 	 	 	 	 	 	 	0	 	1
	12	 	 	 	 	 	 	 	0	 	2
	13	 	 	 	 	 	 	 	0	 	1
	14	 	 	 	 	 	 	 	0	 	1
	15	 	 	 	 	 	 	 	0	 	2
	16	 	 	 	 	 	 	 	0	 	1
	17	 	 	 	 	 	 	 	0	 	2
	18	 	 	 	 	 	 	 	0	 	1
	19	 	 	 	 	 	 	 	0	 	1
	20	 	 	 	 	 	 	 	0	 	1
	21	 	 	 	 	 	 	 	0	 	1
	22	 	 	 	 	 	 	 	0	 	2
	23	 	 	 	 	 	 	 	0	 	1
	24	 	 	 	 	 	 	 	0	 	1
	25	 	 	 	 	 	 	 	0	 	1
	26	 	 	 	 	 	 	 	0	 	3
	27	 	 	 	 	 	 	 	0	 	1
	28	 	 	 	 	 	 	 	0	 	4
	29	 	 	 	 	 	 	 	0	 	1
	30	 	 	 	 	 	 	 	0	 	1
	31	 	 	 	 	 	 	 	0	 	1
	32	 	 	 	 	 	 	 	0	 	2
	33	 	 	 	 	 	 	 	0	 	1
	34	 	 	 	 	 	 	 	0	 	1
	35	 	 	 	 	 	 	 	0	 	2
	36	 	 	 	 	 	 	 	0	 	1
	37	 	 	 	 	 	 	 	0	 	2
	38	 	 	 	 	 	 	 	0	 	1
	39	 	 	 	 	 	 	 	0	 	1
	40	 	 	 	 	 	 	 	0	 	1
	41	 	 	 	 	 	 	 	0	 	1
	42	 	 	 	 	 	 	 	0	 	1
	43	 	 	 	 	 	 	 	0	 	3
	44	 	 	 	 	 	 	 	0	 	2
	45	 	 	 	 	 	 	 	0	 	1
	46	 	 	 	 	 	 	 	0	 	1
	47	 	 	 	 	 	 	 	0	 	3
	48	 	 	 	 	 	 	 	0	 	1
	49	 	 	 	 	 	 	 	0	 	1
	50	 	 	 	 	 	 	 	0	 	1
	51	 	 	 	 	 	 	 	0	 	2
	52	 	 	 	 	 	 	 	0	 	1
	53	 	 	 	 	 	 	 	0	 	1
	54	 	 	 	 	 	 	 	0	 	3
	55	 	 	 	 	 	 	 	0	 	2
	56	 	 	 	 	 	 	 	0	 	2
	57	 	 	 	 	 	 	 	0	 	1
	58	 	 	 	 	 	 	 	0	 	3
	59	 	 	 	 	 	 	 	0	 	2
	60	 	 	 	 	 	 	 	0	 	3
	61	 	 	 	 	 	 	 	0	 	2
	62	 	 	 	 	 	 	 	0	 	3
	63	 	 	 	 	 	 	 	0	 	2
	64	 	 	 	 	 	 	 	0	 	1
	65	 	 	 	 	 	 	 	0	 	1
	66	 	 	 	 	 	 	 	0	 	1
	67	 	 	 	 	 	 	 	0	 	1
	68	 	 	 	 	 	 	 	0	 	1
	69	 	 	 	 	 	 	 	0	 	3
	70	 	 	 	 	 	 	 	0	 	1
	71	 	 	 	 	 	 	 	0	 	2
	72	 	 	 	 	 	 	 	0	 	1
	73	 	 	 	 	 	 	 	0	 	1
	74	 	 	 	 	 	 	 	0	 	4
	75	 	 	 	 	 	 	 	0	 	2
	76	 	 	 	 	 	 	 	0	 	3
	77	 	 	 	 	 	 	 	0	 	1
	78	 	 	 	 	 	99	99	60	 	1
	79	 	 	 	 	 	99	99	60	 	1
	80	 	 	 	 	 	99	99	60	 	2
	81	 	 	 	 	 	99	99	60	 	2
	82	 	 	 	 	 	99	99	60	 	1
	83	 	 	 	 	 	99	99	60	 	1
	84	 	 	 	 	 	99	99	60	 	1
	85	 	 	 	 	 	99	99	60	 	2
	86	 	 	 	 	 	 	 	0	 	2
	87	 	 	 	 	 	99	99	60	 	2
	88	 	 	 	 	 	99	99	60	 	2
	89	 	 	 	 	 	 	 	0	 	1
	90	 	 	 	 	 	99	99	60	 	2
	91	 	 	 	 	 	99	99	60	 	1
	92	 	 	 	 	 	99	99	60	 	1
	93	 	 	 	 	 	99	99	60	 	5
	94	 	 	 	 	 	99	99	60	 	1
	95	 	 	 	 	 	99	99	60	 	1
	96	 	 	 	 	 	99	99	60	 	1
	97	 	 	 	 	 	 	 	0	 	1
	98	 	 	 	 	 	99	99	60	 	1
	99	 	 	 	 	 	99	99	60	 	1
	100	 	 	 	 	 	99	99	60	 	1
	101	 	 	 	 	 	99	99	60	 	2
	102	 	 	 	 	 	99	99	60	 	1
	103	 	 	 	 	 	99	99	60	 	2
	104	 	 	 	 	 	 	 	0	 	1
	105	 	 	 	 	 	99	99	60	 	1
	106	 	 	 	 	 	99	99	60	 	2
	107	 	 	 	 	 	99	99	60	 	1
	108	 	 	 	 	 	99	99	60	 	2
	109	 	 	 	 	 	99	99	60	 	1
	110	 	 	 	 	 	99	99	60	 	1
	111	 	 	 	 	 	 	 	0	 	3
	112	 	 	 	 	 	 	 	0	 	3
	113	 	 	 	 	 	 	 	0	 	1
	114	 	 	 	 	 	 	 	0	 	5
	115	 	 	 	 	 	 	 	0	 	6
	116	 	 	 	 	 	99	99	60	 	2
	117	 	 	 	 	 	99	99	60	 	2
	118	 	 	 	 	 	 	 	0	 	0
	119	 	 	 	 	 	99	99	60	 	1
	120	 	 	 	 	 	99	99	60	 	1
	121	 	 	 	 	 	99	99	60	 	2
	122	 	 	 	 	 	 	 	0	 	8
	123	 	 	 	 	 	 	 	0	 	7
	124	 	 	 	 	 	99	99	60	 	1
	125	 	 	 	 	 	99	99	60	 	3
	126	 	 	 	 	 	99	99	60	 	3
	127	 	 	 	 	 	99	99	60	 	8
	128	 	 	 	 	 	99	99	60	 	1
	129	 	 	 	 	 	 	 	0	 	1
	130	 	 	 	 	 	99	99	60	 	1
	131	 	 	 	 	 	99	99	60	 	1
	132	 	 	 	 	 	99	99	60	 	2
	133	 	 	 	 	 	99	99	60	 	1
	134	 	 	 	 	 	99	99	60	 	1
	135	 	 	 	 	 	99	99	60	 	3
	136	 	 	 	 	 	 	 	0	 	7
	137	 	 	 	 	 	99	99	60	 	1
	138	 	 	 	 	 	 	 	0	 	2
	139	 	 	 	 	 	 	 	0	 	3
	140	 	 	 	 	 	99	99	60	 	2
	141	 	 	 	 	 	99	99	60	 	1
	142	 	 	 	 	 	99	99	60	 	1
	143	 	 	 	 	 	99	99	60	 	2
	144	 	 	 	 	 	99	99	60	 	1
	145	 	 	 	 	 	99	99	60	 	3
	146	 	 	 	 	 	99	99	48	 	1
	147	 	 	 	 	 	99	99	60	 	2
	148	 	 	 	 	 	99	99	60	 	1
	149	 	 	 	 	 	99	99	60	 	1
	150	 	 	 	 	 	99	99	60	 	2
	151	 	 	 	 	 	99	99	60	 	1
	152	 	 	 	 	 	 	 	0	 	6
	153	 	 	 	 	 	 	 	0	 	8
	154	 	 	 	 	 	 	 	0	 	1
	155	 	 	 	 	 	99	99	60	 	1
	156	 	 	 	 	 	99	99	60	 	2
	157	 	 	 	 	 	99	99	60	 	1
	158	 	 	 	 	 	99	99	60	 	1
	159	 	 	 	 	 	99	99	60	 	1
	160	 	 	 	 	 	99	99	60	 	3
	161	 	 	 	 	 	99	99	60	 	3
	162	 	 	 	 	 	99	99	60	 	3
	163	 	 	 	 	 	99	99	60	 	3
	164	 	 	 	 	 	99	99	60	 	1
	165	 	 	 	 	 	99	99	60	 	1
	166	 	 	 	 	 	99	99	60	 	1
	167	 	 	 	 	 	99	99	60	 	3
	168	 	 	 	 	 	 	 	0	 	1
	169	 	 	 	 	 	99	99	60	 	1
	170	 	 	 	 	 	99	99	60	 	2
	171	 	 	 	 	 	99	99	60	 	2
	172	 	 	 	 	 	99	99	60	 	1
	173	 	 	 	 	 	 	 	0	 	8
	174	 	 	 	 	 	 	 	0	 	2
	175	 	 	 	 	 	99	99	36	 	1
	176	 	 	 	 	 	99	99	60	 	2
	177	 	 	 	 	 	 	 	0	 	3
	178	 	 	 	 	 	99	99	60	 	1
	179	 	 	 	 	 	99	99	60	 	1
	180	 	 	 	 	 	99	99	60	 	1
	181	 	 	 	 	 	 	 	0	 	2
	182	 	 	 	 	 	99	99	60	 	1
	183	 	 	 	 	 	99	99	60	 	2
	184	 	 	 	 	 	99	99	60	 	2
	185	 	 	 	 	 	99	99	60	 	2
	186	 	 	 	 	 	99	99	60	 	3
	187	 	 	 	 	 	99	99	60	 	1
	188	 	 	 	 	 	99	99	60	 	1
	189	 	 	 	 	 	99	99	60	 	1
	190	 	 	 	 	 	99	99	60	 	2
	191	 	 	 	 	 	 	 	0	 	1
	192	 	 	 	 	 	99	99	60	 	2
	193	 	 	 	 	 	 	 	0	 	2
	194	 	 	 	 	 	99	99	60	 	4
	195	 	 	 	 	 	99	99	60	 	2
	196	 	 	 	 	 	99	99	60	 	1
	197	 	 	 	 	 	99	99	60	 	1
	198	 	 	 	 	 	99	99	60	 	1
	199	 	 	 	 	 	99	99	60	 	1
	200	 	 	 	 	 	99	99	60	 	2
	201	 	 	 	 	 	99	99	60	 	2
	202	 	 	 	 	 	99	99	60	 	1
	203	 	 	 	 	 	99	99	60	 	2
	204	 	 	 	 	 	99	99	60	 	8
	205	 	 	 	 	 	99	99	60	 	1
	206	 	 	 	 	 	99	99	60	 	2
	207	 	 	 	 	 	99	99	60	 	2
	208	 	 	 	 	 	99	99	60	 	1
	209	 	 	 	 	 	99	99	60	 	1
	210	 	 	 	 	 	99	99	60	 	5
	211	 	 	 	 	 	99	99	60	 	1
	212	 	 	 	 	 	99	99	60	 	3
	213	 	 	 	 	 	 	 	0	 	4
	214	 	 	 	 	 	99	99	60	 	2
	215	 	 	 	 	 	99	99	60	 	3
	216	 	 	 	 	 	99	99	60	 	4
	217	 	 	 	 	 	99	99	60	 	1
	218	 	 	 	 	 	99	99	60	 	2
	219	 	 	 	 	 	99	99	60	 	1
	220	 	 	 	 	 	99	99	60	 	2
	221	 	 	 	 	 	99	99	60	 	1
	222	 	 	 	 	 	99	99	36	 	1
	223	 	 	 	 	 	99	99	60	 	1
	224	 	 	 	 	 	99	99	60	 	2
	225	 	 	 	 	 	99	99	60	 	1
	226	 	 	 	 	 	99	99	60	 	2
	227	 	 	 	 	 	 	 	0	 	1
	228	 	 	 	 	 	99	99	60	 	1
	229	 	 	 	 	 	99	99	60	 	1
	230	 	 	 	 	 	99	99	60	 	1
	231	 	 	 	 	 	99	99	60	 	2
	232	 	 	 	 	 	99	99	60	 	5
	233	 	 	 	 	 	 	 	0	 	1
	234	 	 	 	 	 	 	 	0	 	4
	235	 	 	 	 	 	 	 	0	 	2
	236	 	 	 	 	 	 	 	0	 	1
	237	 	 	 	 	 	 	 	0	 	1
	238	 	 	 	 	 	 	 	0	 	2
	239	 	 	 	 	 	 	 	0	 	1
	240	 	 	 	 	 	 	 	0	 	2
	241	 	 	 	 	 	 	 	0	 	1
	242	 	 	 	 	 	 	 	0	 	2
	243	 	 	 	 	 	 	 	0	 	1
	244	 	 	 	 	 	 	 	0	 	2
	245	 	 	 	 	 	 	 	0	 	1
	246	 	 	 	 	 	 	 	0	 	1
	247	 	 	 	 	 	 	 	0	 	2
	248	 	 	 	 	 	 	 	0	 	2
	249	 	 	 	 	 	 	 	0	 	3
	250	 	 	 	 	 	 	 	0	 	2
	251	 	 	 	 	 	 	 	0	 	1
	252	 	 	 	 	 	 	 	0	 	2
	253	 	 	 	 	 	 	 	0	 	1
	254	 	 	 	 	 	 	 	0	 	2
	255	 	 	 	 	 	 	 	0	 	1
	256	 	 	 	 	 	 	 	0	 	1
	257	 	 	 	 	 	 	 	0	 	3
	258	 	 	 	 	 	 	 	0	 	1
	259	 	 	 	 	 	 	 	0	 	1
	260	 	 	 	 	 	 	 	0	 	1
	261	 	 	 	 	 	 	 	0	 	1
	262	 	 	 	 	 	 	 	0	 	1
	263	 	 	 	 	 	 	 	0	 	3
	264	 	 	 	 	 	 	 	0	 	1
	265	 	 	 	 	 	 	 	0	 	2
	266	 	 	 	 	 	 	 	0	 	2
	267	 	 	 	 	 	 	 	0	 	1
	268	 	 	 	 	 	 	 	0	 	2
	269	 	 	 	 	 	 	 	0	 	1
	270	 	 	 	 	 	 	 	0	 	1
	271	 	 	 	 	 	 	 	0	 	2
	272	 	 	 	 	 	 	 	0	 	1
	273	 	 	 	 	 	 	 	0	 	2
	274	 	 	 	 	 	 	 	0	 	1
	275	 	 	 	 	 	 	 	0	 	1
	276	 	 	 	 	 	 	 	0	 	1
	277	 	 	 	 	 	 	 	0	 	2
	278	 	 	 	 	 	 	 	0	 	1
	279	 	 	 	 	 	 	 	0	 	1
	280	 	 	 	 	 	 	 	0	 	1
	281	 	 	 	 	 	 	 	0	 	2
	282	 	 	 	 	 	 	 	0	 	2
	283	 	 	 	 	 	 	 	0	 	2
	284	 	 	 	 	 	 	 	0	 	4
	285	 	 	 	 	 	 	 	0	 	1
	286	 	 	 	 	 	 	 	0	 	1
	287	 	 	 	 	 	 	 	0	 	1
	288	 	 	 	 	 	 	 	0	 	1
	289	 	 	 	 	 	 	 	0	 	2
	290	 	 	 	 	 	 	 	0	 	2
	291	 	 	 	 	 	 	 	0	 	1
	292	 	 	 	 	 	 	 	0	 	1
	293	 	 	 	 	 	 	 	0	 	2
	294	 	 	 	 	 	 	 	0	 	2
	295	 	 	 	 	 	 	 	0	 	2
	296	 	 	 	 	 	 	 	0	 	1
	297	 	 	 	 	 	 	 	0	 	1
	298	 	 	 	 	 	 	 	0	 	2
	299	 	 	 	 	 	 	 	0	 	1
	300	 	 	 	 	 	 	 	0	 	4
	301	 	 	 	 	 	 	 	0	 	1
	302	 	 	 	 	 	 	 	0	 	1
	303	 	 	 	 	 	 	 	0	 	1
	304	 	 	 	 	 	 	 	0	 	2
	305	 	 	 	 	 	 	 	0	 	2
	306	 	 	 	 	 	 	 	0	 	2
	307	 	 	 	 	 	 	 	0	 	2
	308	 	 	 	 	 	 	 	0	 	1
	309	 	 	 	 	 	 	 	0	 	2
	310	 	 	 	 	 	 	 	0	 	1
	311	 	 	 	 	 	 	 	0	 	1
	312	 	 	 	 	 	 	 	0	 	2
	313	 	 	 	 	 	 	 	0	 	1
	314	 	 	 	 	 	 	 	0	 	2
	315	 	 	 	 	 	 	 	0	 	3
	316	 	 	 	 	 	 	 	0	 	1
	317	 	 	 	 	 	 	 	0	 	2
	318	 	 	 	 	 	 	 	0	 	2
	319	 	 	 	 	 	 	 	0	 	1
	320	 	 	 	 	 	 	 	0	 	1
	321	 	 	 	 	 	 	 	0	 	1
	322	 	 	 	 	 	 	 	0	 	2
	323	 	 	 	 	 	 	 	0	 	3
	324	 	 	 	 	 	 	 	0	 	1
	325	 	 	 	 	 	 	 	0	 	1
	326	 	 	 	 	 	 	 	0	 	1
	327	 	 	 	 	 	 	 	0	 	2
	328	 	 	 	 	 	 	 	0	 	2
	329	 	 	 	 	 	 	 	0	 	2
	330	 	 	 	 	 	 	 	0	 	1
	331	 	 	 	 	 	 	 	0	 	1
	332	 	 	 	 	 	 	 	0	 	1
	333	 	 	 	 	 	 	 	0	 	1
	334	 	 	 	 	 	 	 	0	 	1
	335	 	 	 	 	 	 	 	0	 	2
	336	 	 	 	 	 	 	 	0	 	2
	337	 	 	 	 	 	 	 	0	 	2
	338	 	 	 	 	 	 	 	0	 	2
	339	 	 	 	 	 	 	 	0	 	2
	340	 	 	 	 	 	 	 	0	 	2
	341	 	 	 	 	 	 	 	0	 	2
	342	 	 	 	 	 	 	 	0	 	2
	343	 	 	 	 	 	 	 	0	 	1
	344	 	 	 	 	 	 	 	0	 	3
	345	 	 	 	 	 	 	 	0	 	1
	346	 	 	 	 	 	 	 	0	 	1
	347	 	 	 	 	 	 	 	0	 	2
	348	 	 	 	 	 	 	 	0	 	2
	349	 	 	 	 	 	 	 	0	 	1
	350	 	 	 	 	 	 	 	0	 	1
	351	 	 	 	 	 	 	 	0	 	2
	352	 	 	 	 	 	 	 	0	 	1
	353	 	 	 	 	 	 	 	0	 	1
	354	 	 	 	 	 	 	 	0	 	1
	355	 	 	 	 	 	 	 	0	 	1
	356	 	 	 	 	 	 	 	0	 	1
	357	 	 	 	 	 	 	 	0	 	1
	358	 	 	 	 	 	 	 	0	 	1
	359	 	 	 	 	 	 	 	0	 	1
	360	 	 	 	 	 	 	 	0	 	3
	361	 	 	 	 	 	 	 	0	 	1
	362	 	 	 	 	 	 	 	0	 	2
	363	 	 	 	 	 	 	 	0	 	1
	364	 	 	 	 	 	 	 	0	 	1
	365	 	 	 	 	 	 	 	0	 	4
	366	 	 	 	 	 	 	 	0	 	1







 





	 	71	72	73	74	75	76	77	78	79	80
	KEY	Total Number of
 Borrowers	Self-employment
 Flag	Current ‘Other’
 Monthly Payment	Length of
 Employment:
 Borrower	Length of
 Employment: Co-
 Borrower	Years in Home	FICO Model Used	Most Recent FICO
 Date	Primary Wage
 Earner Original
 FICO: Equifax	Primary Wage
 Earner Original
 FICO: Experian
	1	 	0	 	0.00	 	14.00	1	 	 	 
	2	 	0	 	5.00	0.00	1.00	1	 	 	 
	3	 	0	 	21.00	 	13.00	1	 	 	 
	4	 	0	 	10.00	15.00	10.00	1	 	 	 
	5	 	1	 	5.00	3.00	1.00	1	 	 	 
	6	 	0	 	18.67	18.00	7.00	1	 	 	 
	7	 	1	 	13.10	 	15.40	1	 	 	 
	8	 	0	 	0.30	 	0.00	1	 	 	 
	9	 	1	 	15.00	 	0.01	1	 	 	 
	10	 	0	 	3.30	4.00	0.00	1	 	 	 
	11	 	1	 	27.00	 	43.00	1	 	 	 
	12	 	1	 	6.90	6.80	0.00	1	 	 	 
	13	 	0	 	1.00	 	12.00	1	 	 	 
	14	 	0	 	6.00	 	0.00	1	 	 	 
	15	 	0	 	9.00	4.00	0.00	1	 	 	 
	16	 	0	 	14.00	21.00	23.00	1	 	 	 
	17	 	0	 	17.00	18.00	4.00	1	 	 	 
	18	 	0	 	0.50	0.00	6.00	1	 	 	 
	19	 	0	 	6.00	 	15.00	1	 	 	 
	20	 	0	 	8.00	0.00	1.00	1	 	 	 
	21	 	0	 	4.00	 	0.50	1	 	 	 
	22	 	1	 	9.00	 	12.00	1	 	 	 
	23	 	0	 	9.00	10.00	4.00	1	 	 	 
	24	 	0	 	15.00	18.00	7.00	1	 	 	 
	25	 	0	 	2.00	 	0.00	1	 	 	 
	26	 	1	 	6.00	 	0.00	1	 	 	 
	27	 	1	 	14.00	 	0.00	1	 	 	 
	28	 	1	 	20.00	 	16.00	1	 	 	 
	29	 	1	 	9.00	0.00	2.00	1	 	 	 
	30	 	1	 	18.00	0.00	11.00	1	 	 	 
	31	 	1	 	3.00	0.00	6.00	1	 	 	 
	32	 	0	 	7.60	 	5.30	1	 	 	 
	33	 	0	 	29.80	 	4.00	1	 	 	 
	34	 	0	 	3.00	 	14.00	1	 	 	 
	35	 	0	 	0.83	 	3.00	1	 	 	 
	36	 	0	 	12.00	 	4.00	1	 	 	 
	37	 	1	 	2.40	 	0.00	1	 	 	 
	38	 	1	 	5.92	 	3.00	1	 	 	 
	39	 	0	 	0.00	 	0.00	1	20120227	 	 
	40	 	1	 	12.00	 	2.00	1	 	 	 
	41	 	0	 	13.00	 	10.00	1	 	 	 
	42	 	0	 	7.00	 	0.50	1	 	 	 
	43	 	1	 	4.00	 	0.00	1	 	 	 
	44	 	0	 	6.00	 	0.00	1	 	 	 
	45	 	0	 	14.00	 	8.00	1	 	 	 
	46	 	0	 	0.00	 	1.00	1	 	 	 
	47	 	1	 	37.00	 	8.00	1	 	 	 
	48	 	0	 	0.00	 	9.00	1	 	 	 
	49	 	0	 	9.00	9.00	3.00	1	 	 	 
	50	 	0	 	3.00	29.00	10.00	1	 	 	 
	51	 	0	 	3.00	 	4.00	1	 	 	 
	52	 	1	 	7.00	 	4.00	1	 	 	 
	53	 	1	 	16.00	 	16.00	1	 	 	 
	54	 	0	 	1.00	 	0.00	1	 	 	 
	55	 	1	 	24.00	 	0.00	1	 	 	 
	56	 	1	 	10.00	 	0.00	1	 	 	 
	57	 	0	 	0.00	 	5.00	1	 	 	 
	58	 	0	 	20.00	20.00	0.66	1	 	 	 
	59	 	1	 	7.00	 	0.00	1	 	 	 
	60	 	1	 	16.00	3.00	6.00	1	 	 	 
	61	 	1	 	1.00	 	0.00	1	 	 	 
	62	 	0	 	17.00	17.00	3.00	1	 	 	 
	63	 	0	 	4.00	5.00	3.00	1	 	 	 
	64	 	0	 	6.00	0.00	4.00	1	 	 	 
	65	 	0	 	11.00	 	0.00	1	 	 	 
	66	 	0	 	3.00	0.00	3.00	1	 	 	 
	67	 	0	 	0.00	 	35.00	1	 	 	 
	68	 	0	 	10.00	15.00	0.00	1	 	 	 
	69	 	1	 	16.00	0.00	12.00	1	 	 	 
	70	 	1	 	20.00	0.00	0.00	1	 	 	 
	71	 	1	 	10.00	0.00	2.00	1	 	 	 
	72	 	0	 	20.00	0.00	10.00	1	 	 	 
	73	 	0	 	20.00	 	2.00	1	 	 	 
	74	 	1	 	32.00	 	26.00	1	 	 	 
	75	 	1	 	9.00	 	0.00	1	 	 	 
	76	 	1	 	17.00	0.00	1.00	1	 	 	 
	77	 	0	 	1.00	0.00	3.00	1	 	 	 
	78	 	0	 	0.00	 	0.00	1	20120227	 	 
	79	 	0	 	5.60	 	0.00	1	20120223	 	 
	80	 	0	 	11.00	7.00	0.00	1	20120223	 	 
	81	 	1	 	7.00	1.00	0.00	1	20120223	 	 
	82	 	0	 	5.00	 	0.00	1	20120223	 	 
	83	 	0	 	9.00	 	0.00	1	20120223	 	 
	84	 	0	 	15.00	 	0.00	1	20120223	 	 
	85	 	0	 	4.60	 	0.00	1	20120223	 	 
	86	 	0	 	36.00	13.00	24.00	1	20120223	 	 
	87	 	0	 	3.00	6.00	3.00	1	20120223	 	 
	88	 	0	 	16.00	 	0.00	1	20120223	 	 
	89	 	1	 	11.00	 	10.00	1	20120223	 	 
	90	 	0	 	8.00	 	1.00	1	20120223	 	 
	91	 	0	 	13.00	 	13.00	1	20120223	 	 
	92	 	1	 	18.00	13.00	2.00	1	20120223	 	 
	93	 	1	 	33.00	 	26.00	1	 	 	 
	94	 	0	 	6.00	 	5.00	1	20120223	 	 
	95	 	0	 	1.90	0.00	0.00	1	20120223	 	 
	96	 	0	 	1.60	4.00	0.00	1	20120223	 	 
	97	 	0	 	4.00	2.00	0.50	1	20120223	 	 
	98	 	1	 	9.00	 	9.00	1	20120223	 	 
	99	 	1	 	5.00	15.00	12.00	1	20120223	 	 
	100	 	0	 	12.00	 	3.00	1	20120223	 	 
	101	 	1	 	2.00	 	0.00	1	20120223	 	 
	102	 	0	 	12.00	 	0.60	1	20120223	 	 
	103	 	0	 	2.00	 	0.20	1	20120223	 	 
	104	 	0	 	12.00	12.00	2.50	1	20120223	 	 
	105	 	0	 	40.00	 	9.00	1	20120223	 	 
	106	 	0	 	13.00	 	8.00	1	20120223	 	 
	107	 	1	 	9.00	2.00	18.00	1	20120223	 	 
	108	 	0	 	3.00	5.00	0.50	1	20120223	 	 
	109	 	0	 	2.50	 	0.00	1	20120223	 	 
	110	 	0	 	0.60	0.00	7.00	1	20120223	 	 
	111	 	1	 	5.00	25.00	20.00	1	20120223	 	 
	112	 	1	 	5.00	25.00	20.00	1	20120223	 	 
	113	 	0	 	1.00	0.00	0.00	1	20120223	 	 
	114	 	1	 	18.00	10.00	5.00	1	20120223	 	 
	115	 	1	 	18.00	10.00	5.00	1	20120223	 	 
	116	 	0	 	8.00	9.00	0.00	1	20120223	 	 
	117	 	1	 	31.00	10.00	17.00	1	20120223	 	 
	118	 	0	 	3.00	 	0.00	1	20120223	 	 
	119	 	0	 	13.00	7.00	0.00	1	20120223	 	 
	120	 	1	 	24.00	 	10.00	1	20120223	 	 
	121	 	0	 	2.60	 	4.00	1	20120223	 	 
	122	 	1	 	50.00	 	0.00	1	20120223	 	 
	123	 	1	 	50.00	 	0.00	1	20120223	 	 
	124	 	0	 	2.80	 	8.00	1	20120223	 	 
	125	 	1	 	2.00	2.00	0.00	1	20120223	 	 
	126	 	0	 	16.00	 	2.00	1	20120223	 	 
	127	 	1	 	35.00	 	35.00	1	20120223	 	 
	128	 	0	 	2.00	2.00	0.00	1	20120223	 	 
	129	 	0	 	7.00	 	0.00	1	20120223	 	 
	130	 	0	 	5.00	3.00	4.00	1	20120223	 	 
	131	 	0	 	5.00	3.00	3.00	1	20120223	 	 
	132	 	0	 	3.60	12.00	0.00	1	20120223	 	 
	133	 	0	 	5.00	 	8.00	1	20120223	 	 
	134	 	0	 	3.00	 	0.00	1	20120223	 	 
	135	 	1	 	22.00	 	0.00	1	20120223	 	 
	136	 	1	 	18.00	10.00	5.00	1	20120223	 	 
	137	 	0	 	1.00	 	2.00	1	20120223	 	 
	138	 	0	 	2.00	 	2.00	1	20120223	 	 
	139	 	0	 	26.00	2.00	0.00	1	20120223	 	 
	140	 	0	 	27.00	9.00	3.50	1	20120223	 	 
	141	 	0	 	5.00	 	0.00	1	20120223	 	 
	142	 	0	 	3.00	8.00	0.00	1	20120223	 	 
	143	 	0	 	6.00	 	0.00	1	20120223	 	 
	144	 	0	 	11.00	 	0.00	1	20120223	 	 
	145	 	1	 	28.00	 	9.00	1	20120223	 	 
	146	 	0	 	9.00	 	0.00	1	20120223	 	 
	147	 	1	 	15.00	 	0.00	1	20120223	 	 
	148	 	0	 	5.00	 	0.00	1	20120223	 	 
	149	 	0	 	9.00	1.00	0.00	1	20120223	 	 
	150	 	0	 	6.00	8.00	0.00	1	20120223	 	 
	151	 	0	 	6.00	1.00	1.00	1	20120223	 	 
	152	 	0	 	4.00	4.00	3.00	1	20120223	 	 
	153	 	1	 	15.00	 	10.00	1	20120223	 	 
	154	 	0	 	7.00	3.00	8.00	1	20120223	 	 
	155	 	0	 	5.00	1.60	4.00	1	 	 	 
	156	 	0	 	23.00	 	0.00	1	 	 	 
	157	 	0	 	2.00	2.00	0.00	1	20120223	 	 
	158	 	0	 	1.00	 	0.00	1	20120223	 	 
	159	 	1	 	2.00	1.00	0.00	1	20120223	 	 
	160	 	0	 	11.00	 	6.00	1	20120223	 	 
	161	 	0	 	4.00	4.00	0.00	1	20120223	 	 
	162	 	1	 	22.00	10.00	0.00	1	20120223	 	 
	163	 	0	 	20.00	20.00	4.00	1	20120223	 	 
	164	 	0	 	8.00	3.00	0.00	1	20120223	 	 
	165	 	0	 	6.00	11.00	1.00	1	20120223	 	 
	166	 	1	 	11.00	0.00	1.00	1	20120223	 	 
	167	 	0	 	11.00	0.00	0.00	1	20120223	 	 
	168	 	0	 	0.00	 	28.00	1	20120223	 	 
	169	 	0	 	9.00	7.00	0.00	1	20120223	 	 
	170	 	0	 	0.00	0.00	0.00	1	20120223	 	 
	171	 	0	 	12.00	 	17.00	1	20120223	 	 
	172	 	1	 	8.00	8.00	0.50	1	20120223	 	 
	173	 	0	 	1.00	 	0.00	1	20120223	 	 
	174	 	0	 	1.00	3.00	0.00	1	20120223	 	 
	175	 	1	 	8.00	 	0.00	1	20120223	 	 
	176	 	0	 	14.00	 	0.00	1	20120223	 	 
	177	 	0	 	23.00	 	0.00	1	20120223	 	 
	178	 	0	 	4.20	2.00	0.00	1	 	 	 
	179	 	0	 	5.00	 	0.00	1	 	 	 
	180	 	0	 	3.00	0.00	15.00	1	 	 	 
	181	 	1	 	7.00	10.00	0.00	1	 	 	 
	182	 	0	 	1.00	4.00	1.00	1	 	 	 
	183	 	0	 	4.00	 	0.00	1	 	 	 
	184	 	1	 	35.00	28.00	5.00	1	 	 	 
	185	 	1	 	0.00	30.00	2.00	1	 	 	 
	186	 	0	 	3.00	 	0.00	1	 	 	 
	187	 	0	 	7.00	7.00	7.00	1	 	 	 
	188	 	0	 	6.00	6.00	0.00	1	 	 	 
	189	 	0	 	0.00	2.00	1.00	1	 	 	 
	190	 	0	 	7.00	 	0.00	1	 	 	 
	191	 	0	 	6.00	0.00	1.00	1	 	 	 
	192	 	0	 	3.00	6.00	0.00	1	 	 	 
	193	 	1	 	25.00	24.00	41.00	1	 	 	 
	194	 	1	 	20.00	 	0.00	1	 	 	 
	195	 	0	 	4.00	0.00	0.00	1	 	 	 
	196	 	0	 	14.00	 	0.00	1	 	 	 
	197	 	1	 	7.00	7.00	13.00	1	 	 	 
	198	 	0	 	13.00	5.00	6.00	1	 	 	 
	199	 	0	 	1.00	1.00	7.00	1	 	 	 
	200	 	0	 	11.00	2.00	0.00	1	 	 	 
	201	 	0	 	2.00	6.00	0.00	1	 	 	 
	202	 	0	 	9.00	6.00	2.50	1	 	 	 
	203	 	0	 	19.00	 	3.00	1	 	 	 
	204	 	1	 	15.00	 	2.00	1	 	 	 
	205	 	0	 	8.00	 	8.00	1	 	 	 
	206	 	1	 	0.00	2.00	9.00	1	 	 	 
	207	 	1	 	40.00	 	3.00	1	 	 	 
	208	 	1	 	14.00	 	4.00	1	 	 	 
	209	 	0	 	1.00	 	0.00	1	 	 	 
	210	 	0	 	30.00	 	0.00	1	 	 	 
	211	 	1	 	7.00	3.00	27.00	1	 	 	 
	212	 	1	 	20.00	 	17.00	1	 	 	 
	213	 	0	 	20.00	 	6.00	1	 	 	 
	214	 	1	 	25.00	 	0.00	1	 	 	 
	215	 	1	 	10.00	10.00	7.00	1	 	 	 
	216	 	1	 	25.00	20.00	0.00	1	 	 	 
	217	 	1	 	25.00	3.00	0.00	1	 	 	 
	218	 	0	 	10.00	8.00	0.00	1	 	 	 
	219	 	0	 	16.00	2.00	6.00	1	 	 	 
	220	 	0	 	6.00	1.00	2.00	1	 	 	 
	221	 	1	 	5.00	27.00	5.00	1	 	 	 
	222	 	0	 	6.00	 	0.00	1	 	 	 
	223	 	0	 	0.00	36.00	29.00	1	 	 	 
	224	 	0	 	7.00	6.00	0.00	1	 	 	 
	225	 	0	 	5.00	2.00	0.00	1	 	 	 
	226	 	1	 	9.00	9.00	0.00	1	 	 	 
	227	 	0	 	6.00	0.00	2.00	1	20120223	 	 
	228	 	0	 	2.00	4.00	0.00	1	 	 	 
	229	 	1	 	27.00	17.00	7.00	1	 	 	 
	230	 	0	 	7.00	10.00	0.00	1	 	 	 
	231	 	0	 	3.00	7.00	0.00	1	 	 	 
	232	 	1	 	31.00	2.00	24.00	1	 	 	 
	233	 	0	 	31.30	 	0.00	1	 	 	 
	234	 	1	 	9.92	12.00	0.00	1	20120227	 	 
	235	 	1	 	1.83	4.00	2.50	1	20120227	 	 
	236	 	0	 	2.00	 	2.50	1	20120227	 	 
	237	 	0	 	7.10	 	14.00	1	 	 	 
	238	 	0	 	4.00	 	0.00	1	20120227	 	 
	239	 	0	 	37.80	 	9.00	1	 	 	 
	240	 	0	 	3.00	3.00	3.25	1	 	 	 
	241	 	0	 	22.00	 	17.00	1	20120227	 	 
	242	 	1	 	5.00	10.00	0.00	1	20120227	 	 
	243	 	0	 	12.00	 	1.50	1	20120227	 	 
	244	 	1	 	2.50	 	1.00	1	20120227	 	 
	245	 	0	 	14.00	3.00	10.00	1	 	 	 
	246	 	0	 	1.70	 	2.00	1	 	 	 
	247	 	1	 	10.00	 	0.00	1	20120227	 	 
	248	 	1	 	31.00	 	0.00	1	20120227	 	 
	249	 	1	 	12.00	 	0.00	1	 	 	 
	250	 	0	 	1.30	5.00	0.00	1	 	 	 
	251	 	1	 	12.00	 	11.00	1	 	 	 
	252	 	0	 	11.00	 	0.00	1	 	 	 
	253	 	1	 	18.00	 	2.00	1	20120227	 	 
	254	 	1	 	12.00	7.00	2.50	1	20120227	 	 
	255	 	0	 	0.20	 	0.00	1	20120227	 	 
	256	 	0	 	1.50	1.00	0.00	1	 	 	 
	257	 	1	 	6.00	9.00	1.08	1	 	 	 
	258	 	1	 	0.67	 	0.33	1	 	 	 
	259	 	0	 	18.00	 	10.00	1	 	 	 
	260	 	0	 	4.10	 	13.00	1	 	 	 
	261	 	0	 	4.17	 	0.00	1	 	 	 
	262	 	1	 	35.00	 	6.00	1	20120227	 	 
	263	 	0	 	2.90	 	0.00	1	 	 	 
	264	 	0	 	13.00	 	0.00	1	 	 	 
	265	 	1	 	21.00	10.00	0.00	1	 	 	 
	266	 	1	 	11.00	2.00	0.00	1	 	 	 
	267	 	1	 	15.00	 	14.00	1	 	 	 
	268	 	0	 	4.00	 	0.00	1	 	 	 
	269	 	0	 	3.75	 	0.75	1	 	 	 
	270	 	0	 	2.50	 	6.50	1	 	 	 
	271	 	0	 	8.00	 	1.00	1	 	 	 
	272	 	0	 	9.00	5.00	5.00	1	 	 	 
	273	 	1	 	31.00	11.00	7.00	1	 	 	 
	274	 	0	 	2.00	 	0.17	1	 	 	 
	275	 	1	 	21.00	 	19.00	1	 	 	 
	276	 	0	 	7.00	 	0.67	1	 	 	 
	277	 	0	 	12.90	 	0.00	1	 	 	 
	278	 	1	 	22.00	22.00	16.00	1	 	 	 
	279	 	1	 	11.60	12.00	2.00	1	 	 	 
	280	 	1	 	20.00	 	12.00	1	 	 	 
	281	 	1	 	25.00	 	3.00	1	 	 	 
	282	 	0	 	15.00	 	11.00	1	 	 	 
	283	 	0	 	10.00	 	0.00	1	 	 	 
	284	 	1	 	29.00	0.00	0.00	1	 	 	 
	285	 	1	 	7.00	7.00	3.00	1	 	 	 
	286	 	1	 	20.00	2.00	10.00	1	 	 	 
	287	 	0	 	8.00	0.00	11.00	1	 	 	 
	288	 	0	 	1.00	1.00	11.00	1	 	 	 
	289	 	0	 	4.00	 	0.00	1	 	 	 
	290	 	1	 	25.00	25.00	19.00	1	 	 	 
	291	 	1	 	30.00	30.00	24.00	1	 	 	 
	292	 	1	 	24.00	24.00	0.00	1	 	 	 
	293	 	0	 	11.00	0.00	0.00	1	 	 	 
	294	 	1	 	9.00	7.00	0.00	1	 	 	 
	295	 	1	 	16.00	0.00	0.00	1	 	 	 
	296	 	0	 	0.00	28.00	2.00	1	 	 	 
	297	 	0	 	0.00	0.00	15.00	1	 	 	 
	298	 	0	 	16.00	 	0.00	1	 	 	 
	299	 	0	 	3.00	4.00	7.00	1	 	 	 
	300	 	0	 	0.00	0.00	5.00	1	 	 	 
	301	 	1	 	7.00	 	4.60	1	 	 	 
	302	 	0	 	3.10	0.00	3.00	1	 	 	 
	303	 	1	 	4.00	2.00	4.67	1	 	 	 
	304	 	0	 	0.00	0.00	22.00	1	 	 	 
	305	 	0	 	0.30	0.00	0.00	1	 	 	 
	306	 	0	 	6.50	7.00	0.00	1	 	 	 
	307	 	0	 	2.00	 	3.00	1	 	 	 
	308	 	0	 	7.00	0.00	4.00	1	 	 	 
	309	 	1	 	7.00	15.00	5.00	1	 	 	 
	310	 	0	 	6.00	 	6.00	1	 	 	 
	311	 	0	 	8.00	 	0.00	1	 	 	 
	312	 	0	 	3.00	0.00	0.00	1	 	 	 
	313	 	1	 	8.00	0.00	0.25	1	 	 	 
	314	 	1	 	7.00	0.00	2.00	1	 	 	 
	315	 	1	 	25.00	10.00	7.00	1	 	 	 
	316	 	0	 	9.00	2.59	3.00	1	 	 	 
	317	 	0	 	18.32	 	0.00	1	 	 	 
	318	 	0	 	13.08	 	1.00	1	 	 	 
	319	 	0	 	5.18	 	3.58	1	 	 	 
	320	 	0	 	1.18	 	0.00	1	 	 	 
	321	 	0	 	3.80	4.00	3.50	1	 	 	 
	322	 	0	 	11.84	 	0.00	1	 	 	 
	323	 	1	 	2.75	 	0.00	1	 	 	 
	324	 	0	 	25.00	 	0.00	1	 	 	 
	325	 	1	 	12.00	 	12.00	1	 	 	 
	326	 	1	 	2.00	 	0.00	1	20120227	 	 
	327	 	1	 	24.09	0.00	0.00	1	 	 	 
	328	 	1	 	3.00	 	0.00	1	 	 	 
	329	 	0	 	0.76	1.00	0.00	1	 	 	 
	330	 	0	 	11.82	9.00	7.00	1	 	 	 
	331	 	0	 	33.00	 	4.33	1	 	 	 
	332	 	1	 	20.00	 	2.00	1	 	 	 
	333	 	1	 	15.00	4.00	4.50	1	 	 	 
	334	 	0	 	0.00	0.00	6.00	1	 	 	 
	335	 	1	 	10.00	7.40	0.00	1	 	 	 
	336	 	1	 	3.00	3.00	8.00	1	 	 	 
	337	 	0	 	7.60	0.00	0.00	1	 	 	 
	338	 	0	 	5.60	 	0.00	1	 	 	 
	339	 	1	 	3.92	 	0.00	1	 	 	 
	340	 	0	 	15.50	5.00	0.00	1	 	 	 
	341	 	0	 	13.92	0.00	0.00	1	 	 	 
	342	 	0	 	7.80	0.00	0.00	1	 	 	 
	343	 	0	 	16.00	 	8.50	1	 	 	 
	344	 	1	 	8.67	10.50	0.00	1	 	 	 
	345	 	0	 	3.50	0.00	0.00	1	 	 	 
	346	 	0	 	14.50	 	8.50	1	 	 	 
	347	 	1	 	23.00	 	0.00	1	 	 	 
	348	 	0	 	1.23	0.33	3.50	1	 	 	 
	349	 	0	 	20.86	 	6.83	1	 	 	 
	350	 	0	 	0.00	 	33.00	1	 	 	 
	351	 	1	 	32.01	 	11.17	1	 	 	 
	352	 	0	 	1.45	 	2.25	1	 	 	 
	353	 	0	 	0.00	 	16.67	1	 	 	 
	354	 	0	 	3.75	 	10.00	1	 	 	 
	355	 	1	 	0.92	 	0.00	1	 	 	 
	356	 	0	 	7.75	 	2.50	1	 	 	 
	357	 	0	 	15.37	 	4.08	1	 	 	 
	358	 	0	 	2.00	 	13.83	1	 	 	 
	359	 	0	 	5.38	 	13.92	1	 	 	 
	360	 	0	 	11.70	 	11.92	1	 	 	 
	361	 	0	 	9.52	 	0.00	1	 	 	 
	362	 	0	 	22.25	 	0.00	1	 	 	 
	363	 	1	 	8.07	 	5.33	1	 	 	 
	364	 	0	 	3.82	4.74	4.67	1	 	 	 
	365	 	1	 	11.92	11.92	0.00	1	 	 	 
	366	 	0	 	10.03	0.24	0.00	1	 	 	 







 





	 	81	82	83	84	85	86	87	88	89	90
	KEY	Primary Wage
 Earner Original
 FICO: TransUnion	Secondary Wage
 Earner Original
 FICO: Equifax	Secondary Wage
 Earner Original
 FICO: Experian	Secondary Wage
 Earner Original
 FICO: TransUnion	Original
 Primary Borrower
 FICO	Most Recent
 Primary Borrower
 FICO	Most Recent Co-
 Borrower FICO	Most Recent FICO
 Method	VantageScore:
 Primary Borrower	VantageScore: Co-
 Borrower
	1	 	 	 	 	786	 	 	 	 	 
	2	 	 	 	 	745	 	 	 	 	 
	3	 	 	 	 	777	 	 	 	 	 
	4	 	 	 	 	722	 	 	 	 	 
	5	 	 	 	 	800	 	 	 	 	 
	6	 	 	 	 	792	 	 	 	 	 
	7	 	 	 	 	787	 	 	 	 	 
	8	 	 	 	 	762	 	 	 	 	 
	9	 	 	 	 	768	 	 	 	 	 
	10	 	 	 	 	782	 	 	 	 	 
	11	 	 	 	 	783	 	 	 	 	 
	12	 	 	 	 	776	 	 	 	 	 
	13	 	 	 	 	749	 	 	 	 	 
	14	 	 	 	 	777	 	 	 	 	 
	15	 	 	 	 	710	 	 	 	 	 
	16	 	 	 	 	767	 	 	 	 	 
	17	 	 	 	 	760	 	 	 	 	 
	18	 	 	 	 	703	 	 	 	 	 
	19	 	 	 	 	800	 	 	 	 	 
	20	 	 	 	 	778	 	 	 	 	 
	21	 	 	 	 	785	 	 	 	 	 
	22	 	 	 	 	751	 	 	 	 	 
	23	 	 	 	 	773	 	 	 	 	 
	24	 	 	 	 	807	 	 	 	 	 
	25	 	 	 	 	810	 	 	 	 	 
	26	 	 	 	 	797	 	 	 	 	 
	27	 	 	 	 	798	 	 	 	 	 
	28	 	 	 	 	774	 	 	 	 	 
	29	 	 	 	 	745	 	 	 	 	 
	30	 	 	 	 	750	 	 	 	 	 
	31	 	 	 	 	771	 	 	 	 	 
	32	 	 	 	 	794	 	 	 	 	 
	33	 	 	 	 	798	 	 	 	 	 
	34	 	 	 	 	791	 	 	 	 	 
	35	 	 	 	 	776	 	 	 	 	 
	36	 	 	 	 	748	 	 	 	 	 
	37	 	 	 	 	759	 	 	 	 	 
	38	 	 	 	 	795	 	 	 	 	 
	39	 	 	 	 	758	763	 	 	 	 
	40	 	 	 	 	748	 	 	 	 	 
	41	 	 	 	 	737	 	 	 	 	 
	42	 	 	 	 	766	 	 	 	 	 
	43	 	 	 	 	768	 	 	 	 	 
	44	 	 	 	 	768	 	 	 	 	 
	45	 	 	 	 	756	 	 	 	 	 
	46	 	 	 	 	807	 	 	 	 	 
	47	 	 	 	 	723	 	 	 	 	 
	48	 	 	 	 	801	 	 	 	 	 
	49	 	 	 	 	792	 	 	 	 	 
	50	 	 	 	 	782	 	 	 	 	 
	51	 	 	 	 	757	 	 	 	 	 
	52	 	 	 	 	794	 	 	 	 	 
	53	 	 	 	 	773	 	 	 	 	 
	54	 	 	 	 	754	 	 	 	 	 
	55	 	 	 	 	749	 	 	 	 	 
	56	 	 	 	 	751	 	 	 	 	 
	57	 	 	 	 	801	 	 	 	 	 
	58	 	 	 	 	772	 	 	 	 	 
	59	 	 	 	 	778	 	 	 	 	 
	60	 	 	 	 	756	 	 	 	 	 
	61	 	 	 	 	776	 	 	 	 	 
	62	 	 	 	 	781	 	 	 	 	 
	63	 	 	 	 	759	 	 	 	 	 
	64	 	 	 	 	757	 	 	 	 	 
	65	 	 	 	 	769	 	 	 	 	 
	66	 	 	 	 	777	 	 	 	 	 
	67	 	 	 	 	718	 	 	 	 	 
	68	 	 	 	 	812	 	 	 	 	 
	69	 	 	 	 	771	 	 	 	 	 
	70	 	 	 	 	762	 	 	 	 	 
	71	 	 	 	 	784	 	 	 	 	 
	72	 	 	 	 	780	 	 	 	 	 
	73	 	 	 	 	702	 	 	 	 	 
	74	 	 	 	 	703	 	 	 	 	 
	75	 	 	 	 	728	 	 	 	 	 
	76	 	 	 	 	771	 	 	 	 	 
	77	 	 	 	 	765	 	 	 	 	 
	78	 	 	 	 	781	782	 	 	 	 
	79	 	 	 	 	801	790	 	 	 	 
	80	 	 	 	 	737	738	 	 	 	 
	81	 	 	 	 	737	743	 	 	 	 
	82	 	 	 	 	778	751	 	 	 	 
	83	 	 	 	 	755	728	 	 	 	 
	84	 	 	 	 	728	743	 	 	 	 
	85	 	 	 	 	758	812	 	 	 	 
	86	 	 	 	 	805	793	 	 	 	 
	87	 	 	 	 	757	755	 	 	 	 
	88	 	 	 	 	765	703	 	 	 	 
	89	 	 	 	 	792	798	 	 	 	 
	90	 	 	 	 	796	779	 	 	 	 
	91	 	 	 	 	751	794	 	 	 	 
	92	 	 	 	 	774	768	 	 	 	 
	93	 	 	 	 	776	 	 	 	 	 
	94	 	 	 	 	795	799	 	 	 	 
	95	 	 	 	 	785	775	 	 	 	 
	96	 	 	 	 	714	712	 	 	 	 
	97	 	 	 	 	771	772	 	 	 	 
	98	 	 	 	 	761	740	 	 	 	 
	99	 	 	 	 	791	793	 	 	 	 
	100	 	 	 	 	787	769	 	 	 	 
	101	 	 	 	 	808	808	 	 	 	 
	102	 	 	 	 	731	777	 	 	 	 
	103	 	 	 	 	761	761	 	 	 	 
	104	 	 	 	 	768	739	 	 	 	 
	105	 	 	 	 	764	752	 	 	 	 
	106	 	 	 	 	733	753	 	 	 	 
	107	 	 	 	 	787	792	 	 	 	 
	108	 	 	 	 	775	742	 	 	 	 
	109	 	 	 	 	795	786	 	 	 	 
	110	 	 	 	 	796	789	 	 	 	 
	111	 	 	 	 	796	800	 	 	 	 
	112	 	 	 	 	796	800	 	 	 	 
	113	 	 	 	 	803	798	 	 	 	 
	114	 	 	 	 	798	784	 	 	 	 
	115	 	 	 	 	798	784	 	 	 	 
	116	 	 	 	 	779	765	 	 	 	 
	117	 	 	 	 	766	792	 	 	 	 
	118	 	 	 	 	803	795	 	 	 	 
	119	 	 	 	 	772	776	 	 	 	 
	120	 	 	 	 	708	764	 	 	 	 
	121	 	 	 	 	769	771	 	 	 	 
	122	 	 	 	 	726	751	 	 	 	 
	123	 	 	 	 	726	751	 	 	 	 
	124	 	 	 	 	775	788	 	 	 	 
	125	 	 	 	 	761	762	 	 	 	 
	126	 	 	 	 	736	733	 	 	 	 
	127	 	 	 	 	730	736	 	 	 	 
	128	 	 	 	 	787	795	 	 	 	 
	129	 	 	 	 	736	747	 	 	 	 
	130	 	 	 	 	798	695	 	 	 	 
	131	 	 	 	 	765	781	 	 	 	 
	132	 	 	 	 	791	744	 	 	 	 
	133	 	 	 	 	770	756	 	 	 	 
	134	 	 	 	 	791	790	 	 	 	 
	135	 	 	 	 	767	801	 	 	 	 
	136	 	 	 	 	800	784	 	 	 	 
	137	 	 	 	 	726	706	 	 	 	 
	138	 	 	 	 	757	764	 	 	 	 
	139	 	 	 	 	818	786	 	 	 	 
	140	 	 	 	 	777	764	 	 	 	 
	141	 	 	 	 	803	781	 	 	 	 
	142	 	 	 	 	783	752	 	 	 	 
	143	 	 	 	 	695	693	 	 	 	 
	144	 	 	 	 	686	673	 	 	 	 
	145	 	 	 	 	789	792	 	 	 	 
	146	 	 	 	 	782	696	 	 	 	 
	147	 	 	 	 	796	773	 	 	 	 
	148	 	 	 	 	801	784	 	 	 	 
	149	 	 	 	 	755	728	 	 	 	 
	150	 	 	 	 	783	785	 	 	 	 
	151	 	 	 	 	761	749	 	 	 	 
	152	 	 	 	 	698	796	 	 	 	 
	153	 	 	 	 	733	788	 	 	 	 
	154	 	 	 	 	751	744	 	 	 	 
	155	 	 	 	 	807	 	 	 	 	 
	156	 	 	 	 	792	 	 	 	 	 
	157	 	 	 	 	815	801	 	 	 	 
	158	 	 	 	 	770	769	 	 	 	 
	159	 	 	 	 	714	714	 	 	 	 
	160	 	 	 	 	762	736	 	 	 	 
	161	 	 	 	 	811	751	 	 	 	 
	162	 	 	 	 	711	733	 	 	 	 
	163	 	 	 	 	808	812	 	 	 	 
	164	 	 	 	 	757	779	 	 	 	 
	165	 	 	 	 	791	789	 	 	 	 
	166	 	 	 	 	804	799	 	 	 	 
	167	 	 	 	 	780	786	 	 	 	 
	168	 	 	 	 	766	785	 	 	 	 
	169	 	 	 	 	791	783	 	 	 	 
	170	 	 	 	 	786	782	 	 	 	 
	171	 	 	 	 	777	742	 	 	 	 
	172	 	 	 	 	686	673	 	 	 	 
	173	 	 	 	 	770	809	 	 	 	 
	174	 	 	 	 	793	795	 	 	 	 
	175	 	 	 	 	779	804	 	 	 	 
	176	 	 	 	 	790	798	 	 	 	 
	177	 	 	 	 	817	815	 	 	 	 
	178	 	 	 	 	762	 	 	 	 	 
	179	 	 	 	 	770	 	 	 	 	 
	180	 	 	 	 	737	 	 	 	 	 
	181	 	 	 	 	781	 	 	 	 	 
	182	 	 	 	 	773	 	 	 	 	 
	183	 	 	 	 	767	 	 	 	 	 
	184	 	 	 	 	770	 	 	 	 	 
	185	 	 	 	 	684	 	 	 	 	 
	186	 	 	 	 	759	 	 	 	 	 
	187	 	 	 	 	779	 	 	 	 	 
	188	 	 	 	 	765	 	 	 	 	 
	189	 	 	 	 	766	 	 	 	 	 
	190	 	 	 	 	771	 	 	 	 	 
	191	 	 	 	 	754	 	 	 	 	 
	192	 	 	 	 	801	 	 	 	 	 
	193	 	 	 	 	794	 	 	 	 	 
	194	 	 	 	 	740	 	 	 	 	 
	195	 	 	 	 	683	 	 	 	 	 
	196	 	 	 	 	795	 	 	 	 	 
	197	 	 	 	 	769	 	 	 	 	 
	198	 	 	 	 	792	 	 	 	 	 
	199	 	 	 	 	776	 	 	 	 	 
	200	 	 	 	 	767	 	 	 	 	 
	201	 	 	 	 	788	 	 	 	 	 
	202	 	 	 	 	720	 	 	 	 	 
	203	 	 	 	 	770	 	 	 	 	 
	204	 	 	 	 	689	 	 	 	 	 
	205	 	 	 	 	778	 	 	 	 	 
	206	 	 	 	 	793	 	 	 	 	 
	207	 	 	 	 	785	 	 	 	 	 
	208	 	 	 	 	741	 	 	 	 	 
	209	 	 	 	 	718	 	 	 	 	 
	210	 	 	 	 	785	 	 	 	 	 
	211	 	 	 	 	778	 	 	 	 	 
	212	 	 	 	 	772	 	 	 	 	 
	213	 	 	 	 	804	 	 	 	 	 
	214	 	 	 	 	792	 	 	 	 	 
	215	 	 	 	 	786	 	 	 	 	 
	216	 	 	 	 	783	 	 	 	 	 
	217	 	 	 	 	779	 	 	 	 	 
	218	 	 	 	 	811	 	 	 	 	 
	219	 	 	 	 	732	 	 	 	 	 
	220	 	 	 	 	753	 	 	 	 	 
	221	 	 	 	 	790	 	 	 	 	 
	222	 	 	 	 	776	 	 	 	 	 
	223	 	 	 	 	701	 	 	 	 	 
	224	 	 	 	 	728	 	 	 	 	 
	225	 	 	 	 	732	 	 	 	 	 
	226	 	 	 	 	792	 	 	 	 	 
	227	 	 	 	 	791	786	 	 	 	 
	228	 	 	 	 	785	 	 	 	 	 
	229	 	 	 	 	751	 	 	 	 	 
	230	 	 	 	 	760	 	 	 	 	 
	231	 	 	 	 	786	 	 	 	 	 
	232	 	 	 	 	812	 	 	 	 	 
	233	 	 	 	 	790	 	 	 	 	 
	234	 	 	 	 	759	771	 	 	 	 
	235	 	 	 	 	695	713	 	 	 	 
	236	 	 	 	 	768	760	 	 	 	 
	237	 	 	 	 	791	 	 	 	 	 
	238	 	 	 	 	792	801	 	 	 	 
	239	 	 	 	 	783	 	 	 	 	 
	240	 	 	 	 	797	 	 	 	 	 
	241	 	 	 	 	704	750	 	 	 	 
	242	 	 	 	 	784	781	 	 	 	 
	243	 	 	 	 	780	791	 	 	 	 
	244	 	 	 	 	778	773	 	 	 	 
	245	 	 	 	 	762	 	 	 	 	 
	246	 	 	 	 	756	 	 	 	 	 
	247	 	 	 	 	774	769	 	 	 	 
	248	 	 	 	 	793	786	 	 	 	 
	249	 	 	 	 	722	 	 	 	 	 
	250	 	 	 	 	762	 	 	 	 	 
	251	 	 	 	 	792	 	 	 	 	 
	252	 	 	 	 	772	 	 	 	 	 
	253	 	 	 	 	805	802	 	 	 	 
	254	 	 	 	 	728	751	 	 	 	 
	255	 	 	 	 	773	773	 	 	 	 
	256	 	 	 	 	772	 	 	 	 	 
	257	 	 	 	 	736	 	 	 	 	 
	258	 	 	 	 	721	 	 	 	 	 
	259	 	 	 	 	706	 	 	 	 	 
	260	 	 	 	 	788	 	 	 	 	 
	261	 	 	 	 	791	 	 	 	 	 
	262	 	 	 	 	737	743	 	 	 	 
	263	 	 	 	 	783	 	 	 	 	 
	264	 	 	 	 	775	 	 	 	 	 
	265	 	 	 	 	801	 	 	 	 	 
	266	 	 	 	 	779	 	 	 	 	 
	267	 	 	 	 	763	 	 	 	 	 
	268	 	 	 	 	801	 	 	 	 	 
	269	 	 	 	 	779	 	 	 	 	 
	270	 	 	 	 	779	 	 	 	 	 
	271	 	 	 	 	770	 	 	 	 	 
	272	 	 	 	 	795	 	 	 	 	 
	273	 	 	 	 	797	 	 	 	 	 
	274	 	 	 	 	771	 	 	 	 	 
	275	 	 	 	 	774	 	 	 	 	 
	276	 	 	 	 	760	 	 	 	 	 
	277	 	 	 	 	780	 	 	 	 	 
	278	 	 	 	 	754	 	 	 	 	 
	279	 	 	 	 	771	 	 	 	 	 
	280	 	 	 	 	793	 	 	 	 	 
	281	 	 	 	 	775	 	 	 	 	 
	282	 	 	 	 	783	 	 	 	 	 
	283	 	 	 	 	753	 	 	 	 	 
	284	 	 	 	 	766	 	 	 	 	 
	285	 	 	 	 	723	 	 	 	 	 
	286	 	 	 	 	765	 	 	 	 	 
	287	 	 	 	 	706	 	 	 	 	 
	288	 	 	 	 	745	 	 	 	 	 
	289	 	 	 	 	790	 	 	 	 	 
	290	 	 	 	 	769	 	 	 	 	 
	291	 	 	 	 	767	 	 	 	 	 
	292	 	 	 	 	787	 	 	 	 	 
	293	 	 	 	 	780	 	 	 	 	 
	294	 	 	 	 	809	 	 	 	 	 
	295	 	 	 	 	748	 	 	 	 	 
	296	 	 	 	 	786	 	 	 	 	 
	297	 	 	 	 	771	 	 	 	 	 
	298	 	 	 	 	764	 	 	 	 	 
	299	 	 	 	 	813	 	 	 	 	 
	300	 	 	 	 	792	 	 	 	 	 
	301	 	 	 	 	782	 	 	 	 	 
	302	 	 	 	 	772	 	 	 	 	 
	303	 	 	 	 	766	 	 	 	 	 
	304	 	 	 	 	797	 	 	 	 	 
	305	 	 	 	 	752	 	 	 	 	 
	306	 	 	 	 	792	 	 	 	 	 
	307	 	 	 	 	814	 	 	 	 	 
	308	 	 	 	 	773	 	 	 	 	 
	309	 	 	 	 	779	 	 	 	 	 
	310	 	 	 	 	801	 	 	 	 	 
	311	 	 	 	 	796	 	 	 	 	 
	312	 	 	 	 	788	 	 	 	 	 
	313	 	 	 	 	769	 	 	 	 	 
	314	 	 	 	 	770	 	 	 	 	 
	315	 	 	 	 	734	 	 	 	 	 
	316	 	 	 	 	746	 	 	 	 	 
	317	 	 	 	 	748	 	 	 	 	 
	318	 	 	 	 	789	 	 	 	 	 
	319	 	 	 	 	804	 	 	 	 	 
	320	 	 	 	 	759	 	 	 	 	 
	321	 	 	 	 	788	 	 	 	 	 
	322	 	 	 	 	794	 	 	 	 	 
	323	 	 	 	 	798	 	 	 	 	 
	324	 	 	 	 	735	 	 	 	 	 
	325	 	 	 	 	732	 	 	 	 	 
	326	 	 	 	 	760	777	 	 	 	 
	327	 	 	 	 	744	 	 	 	 	 
	328	 	 	 	 	729	 	 	 	 	 
	329	 	 	 	 	785	 	 	 	 	 
	330	 	 	 	 	780	 	 	 	 	 
	331	 	 	 	 	752	 	 	 	 	 
	332	 	 	 	 	797	 	 	 	 	 
	333	 	 	 	 	801	 	 	 	 	 
	334	 	 	 	 	760	 	 	 	 	 
	335	 	 	 	 	781	 	 	 	 	 
	336	 	 	 	 	783	 	 	 	 	 
	337	 	 	 	 	763	 	 	 	 	 
	338	 	 	 	 	811	 	 	 	 	 
	339	 	 	 	 	748	 	 	 	 	 
	340	 	 	 	 	770	 	 	 	 	 
	341	 	 	 	 	759	 	 	 	 	 
	342	 	 	 	 	773	 	 	 	 	 
	343	 	 	 	 	733	 	 	 	 	 
	344	 	 	 	 	792	 	 	 	 	 
	345	 	 	 	 	773	 	 	 	 	 
	346	 	 	 	 	783	 	 	 	 	 
	347	 	 	 	 	790	 	 	 	 	 
	348	 	 	 	 	781	 	 	 	 	 
	349	 	 	 	 	774	 	 	 	 	 
	350	 	 	 	 	786	 	 	 	 	 
	351	 	 	 	 	776	 	 	 	 	 
	352	 	 	 	 	735	 	 	 	 	 
	353	 	 	 	 	804	 	 	 	 	 
	354	 	 	 	 	787	 	 	 	 	 
	355	 	 	 	 	796	 	 	 	 	 
	356	 	 	 	 	809	 	 	 	 	 
	357	 	 	 	 	784	 	 	 	 	 
	358	 	 	 	 	747	 	 	 	 	 
	359	 	 	 	 	764	 	 	 	 	 
	360	 	 	 	 	739	 	 	 	 	 
	361	 	 	 	 	758	 	 	 	 	 
	362	 	 	 	 	780	 	 	 	 	 
	363	 	 	 	 	800	 	 	 	 	 
	364	 	 	 	 	755	 	 	 	 	 
	365	 	 	 	 	716	 	 	 	 	 
	366	 	 	 	 	754	 	 	 	 	 







 





	 	91	92	93	94	95	96	97	98	99	100
	KEY	Most Recent
 VantageScore
 Method	VantageScore Date	Credit Report:
 Longest Trade Line	Credit Report:
 Maximum Trade
 Line	Credit Report:
 Number of Trade
 Lines	Credit Line Usage
 Ratio	Most Recent 12-
 month Pay History	Months Bankruptcy	Months Foreclosure	Primary Borrower
 Wage Income
	1	 	 	 	 	 	 	000000000000	 	 	2,259.80
	2	 	 	 	 	 	 	000000000000	 	 	20,433.87
	3	 	 	 	 	 	 	000000000000	 	 	17,774.62
	4	 	 	 	 	 	 	000000000000	 	 	9,033.19
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	360	 	 	 	 	 	 	000000000000	 	 	13,333.32
	361	 	 	 	 	 	 	000000000000	 	 	38,110.03
	362	 	 	 	 	 	 	000000000000	 	 	22,251.67
	363	 	 	 	 	 	 	000000000000	 	 	23,415.00
	364	 	 	 	 	 	 	000000000000	 	 	5,008.33
	365	 	 	 	 	 	 	000000000000	 	 	5,047.00
	366	 	 	 	 	 	 	000000000000	 	 	51,236.00







 





	 	101	102	103	104	105	106	107	108	109	110
	KEY	Co-Borrower Wage
 Income	Primary Borrower
 Other Income	Co-Borrower Other
 Income	All Borrower Wage
 Income	All Borrower Total
 Income	4506-T Indicator	Borrower Income
 Verification Level	Co-Borrower
 Income Verification	Borrower
 Employment
 Verification	Co-Borrower
 Employment
 Verification
	1	957.00	17,418.93	0.00	3,216.80	20,635.73	1	5	 	3	 
	2	0.00	-1,432.93	0.00	20,433.87	19,000.94	1	5	 	3	 
	3	 	0.00	 	17,774.62	17,774.62	1	5	 	3	 
	4	4,051.66	4,218.16	0.00	13,084.85	17,303.01	1	5	 	3	 
	5	8,025.00	-1,161.00	0.00	33,694.00	32,533.00	1	5	 	3	 
	6	14,043.67	0.00	3,293.67	14,043.67	17,337.34	1	5	 	3	 
	7	 	0.00	 	40,368.50	40,368.50	1	5	 	3	 
	8	0.00	0.00	-178.00	20,000.00	19,822.04	1	5	 	3	 
	9	0.00	3,616.00	0.00	31,438.46	35,054.46	1	5	 	3	 
	10	6,500.00	0.00	0.00	21,500.00	21,500.00	1	5	 	3	 
	11	0.00	3,024.17	1,151.08	15,082.00	19,257.25	1	5	 	3	 
	12	-471.00	5,722.00	0.00	34,017.00	39,739.00	1	5	 	3	 
	13	3,968.00	0.00	0.00	17,301.34	17,301.01	1	5	 	3	 
	14	0.00	5,918.95	0.00	22,083.34	28,002.29	1	5	 	3	 
	15	9,358.33	108.33	1,475.38	18,114.33	19,698.04	1	5	 	3	 
	16	8,333.33	0.00	0.00	20,406.25	20,406.25	1	5	 	3	 
	17	12,916.67	0.00	0.00	27,653.86	27,653.86	1	5	 	3	 
	18	0.00	0.00	0.00	13,749.99	13,749.99	1	5	 	3	 
	19	 	-1,149.25	 	20,950.00	19,800.75	1	5	 	3	 
	20	0.00	16,514.74	0.00	10,583.34	27,098.08	1	5	 	3	 
	21	0.00	0.00	0.00	31,041.67	31,041.67	1	5	 	3	 
	22	0.00	0.00	0.00	80,047.96	80,047.96	1	5	 	3	 
	23	-3,908.75	-1,056.29	0.00	11,222.21	10,165.92	1	5	 	3	 
	24	0.00	5,488.54	0.00	3,201.25	8,689.79	1	5	 	3	 
	25	 	0.00	 	18,750.00	18,750.00	1	5	 	3	 
	26	 	456.00	 	13,344.49	13,800.49	1	5	 	3	 
	27	 	119,187.00	 	19,048.00	138,235.00	1	5	 	3	 
	28	 	-9,204.00	 	48,879.00	39,675.00	1	5	 	3	 
	29	0.00	32,125.00	0.00	16,666.66	48,791.66	1	5	 	3	 
	30	0.00	0.00	0.00	26,830.00	26,830.00	1	5	 	3	 
	31	0.00	12,174.42	0.00	23,177.00	35,351.42	1	4	 	2	 
	32	 	-477.33	 	18,454.15	17,976.82	1	5	 	3	 
	33	0.00	0.00	0.00	25,908.34	25,908.34	1	5	 	3	 
	34	0.00	0.00	0.00	37,429.05	37,429.05	1	5	 	3	 
	35	0.00	0.00	0.00	25,000.02	25,000.02	1	5	 	3	 
	36	0.00	0.00	0.00	19,750.00	19,750.00	1	5	 	3	 
	37	 	1,146.77	 	20,826.17	21,972.94	1	5	 	3	 
	38	 	0.00	 	22,278.17	22,278.17	1	5	 	3	 
	39	0.00	0.00	0.00	14,923.00	14,923.00	1	5	 	3	 
	40	0.00	0.00	0.00	157,825.08	157,825.08	1	5	 	3	 
	41	 	0.00	 	18,692.30	18,692.30	1	5	 	3	 
	42	 	0.00	 	20,416.33	20,416.33	1	5	 	3	 
	43	0.00	24,790.25	0.00	8,204.75	32,995.00	1	5	 	3	 
	44	 	9,515.74	 	20,264.70	29,780.44	1	5	 	3	 
	45	 	3,131.25	 	27,468.90	30,600.15	1	5	 	3	 
	46	5,342.00	618.00	0.00	12,576.00	13,194.00	1	5	 	3	 
	47	0.00	614.00	0.00	42,833.00	43,447.00	1	5	 	3	 
	48	 	6,303.00	 	11,253.00	17,556.00	1	5	 	3	 
	49	23,124.00	0.00	0.00	32,790.66	32,790.66	1	5	 	3	 
	50	10,616.93	0.00	0.00	19,898.33	19,898.33	1	5	 	3	 
	51	0.00	644.45	0.00	8,813.87	9,458.32	1	5	 	3	 
	52	0.00	0.00	0.00	49,301.00	49,301.00	1	5	 	3	 
	53	0.00	-1,386.97	0.00	33,678.00	32,291.03	1	5	 	3	 
	54	 	-4,155.79	 	47,208.33	43,052.54	1	5	 	3	 
	55	 	-9,222.00	 	83,944.00	74,722.00	1	5	 	3	 
	56	0.00	0.00	0.00	15,335.00	15,335.00	1	5	 	3	 
	57	0.00	2,623.00	0.00	10,247.00	12,870.00	1	5	 	3	 
	58	10,207.60	-2,509.00	0.00	18,870.90	16,361.90	1	5	 	3	 
	59	 	-2,455.68	 	19,754.89	17,299.21	1	5	 	3	 
	60	2,500.00	-2,375.23	0.00	19,717.00	17,341.77	1	5	 	3	 
	61	0.00	0.00	0.00	19,166.67	19,166.67	1	4	 	3	 
	62	5,401.38	-295.00	0.00	10,252.38	9,957.38	1	5	 	3	 
	63	15,582.00	-1,235.00	0.00	30,543.00	29,308.00	1	5	 	3	 
	64	0.00	27,428.90	0.00	5,364.67	32,793.57	1	5	 	3	 
	65	 	0.00	 	11,499.31	11,499.31	1	5	 	3	 
	66	0.00	0.00	0.00	41,350.00	41,350.00	1	5	 	3	 
	67	 	0.00	 	10,729.67	10,729.67	1	5	 	3	 
	68	1,230.83	12,819.98	0.00	1,230.83	14,050.81	1	5	 	3	 
	69	0.00	0.00	0.00	20,683.81	20,683.81	1	5	 	3	 
	70	0.00	0.00	0.00	35,332.44	35,332.44	1	5	 	3	 
	71	0.00	3,418.00	0.00	33,650.00	37,068.00	1	5	 	3	 
	72	0.00	0.00	0.00	12,691.31	12,691.31	1	5	 	3	 
	73	 	0.00	 	8,161.33	8,161.33	1	5	 	3	 
	74	 	1,699.00	 	16,740.00	18,439.00	1	5	 	3	 
	75	 	0.00	 	26,038.93	26,038.93	1	5	 	3	 
	76	0.00	-5,362.00	0.00	123,062.77	117,700.77	1	5	 	3	 
	77	0.00	0.00	0.00	16,666.66	16,666.66	1	5	 	3	 
	78	0.00	0.00	0.00	27,083.33	27,083.33	0	5	 	3	 
	79	 	0.00	 	28,560.00	28,560.00	0	5	 	2	 
	80	9,750.00	2,916.00	3,747.00	22,125.00	28,788.00	0	5	 	2	 
	81	8,568.00	1,362.00	4,053.00	15,234.67	20,649.92	0	4	 	2	 
	82	0.00	3,416.58	0.00	27,944.88	31,361.46	0	5	 	2	 
	83	0.00	0.00	0.00	20,791.67	20,791.67	0	5	 	2	 
	84	0.00	8,544.08	0.00	21,666.68	30,210.76	0	5	 	2	 
	85	0.00	36,450.92	0.00	25,000.00	61,450.92	0	5	 	2	 
	86	18,240.00	0.00	4,104.00	39,281.67	43,385.16	0	5	 	2	 
	87	20,898.00	9,750.00	6,608.00	53,398.00	69,755.58	0	5	 	2	 
	88	0.00	15,583.00	0.00	16,921.00	32,504.33	0	5	 	2	 
	89	 	22,365.75	 	0.00	22,365.75	0	4	 	2	 
	90	0.00	25,089.25	0.00	0.00	25,089.25	0	5	 	2	 
	91	0.00	0.00	0.00	59,116.75	59,116.75	0	5	 	2	 
	92	25,375.00	39,059.84	0.00	25,375.00	64,434.84	0	4	 	2	 
	93	0.00	738.00	0.00	25,546.00	26,284.00	0	4	 	3	 
	94	0.00	0.00	0.00	29,166.67	29,166.67	0	5	 	2	 
	95	9,167.00	3,199.69	0.00	22,500.34	25,699.69	0	5	 	2	 
	96	0.00	8,333.00	0.00	16,667.00	25,000.00	0	5	 	2	 
	97	5,028.00	0.00	0.00	21,533.00	21,533.00	0	5	 	2	 
	98	 	48,709.00	 	0.00	48,709.00	0	4	 	2	 
	99	41,666.00	0.00	0.00	41,666.00	41,666.00	0	4	 	2	 
	100	0.00	9,000.00	0.00	19,375.00	28,375.00	0	5	 	2	 
	101	 	13,962.00	 	0.00	13,962.00	0	4	 	2	 
	102	0.00	0.00	0.00	37,338.00	37,338.00	0	5	 	2	 
	103	0.00	3,606.00	0.00	23,997.00	27,603.00	0	5	 	2	 
	104	0.00	2,427.83	0.00	52,635.80	55,063.63	0	5	 	2	 
	105	0.00	38,668.21	0.00	0.00	38,668.21	0	5	 	2	 
	106	0.00	0.00	0.00	27,464.42	27,464.42	0	5	 	2	 
	107	0.00	158,913.62	158,914.00	0.00	317,827.24	0	4	 	2	 
	108	14,167.00	0.00	0.00	64,167.00	64,167.00	0	5	 	2	 
	109	0.00	6,520.00	0.00	20,000.00	26,520.00	0	5	 	2	 
	110	8,333.00	5,417.50	0.00	20,833.00	26,250.84	0	5	 	2	 
	111	6,886.00	2,067.83	2,004.00	9,436.00	13,508.12	0	4	 	2	 
	112	6,886.00	2,064.96	2,001.00	9,436.00	13,501.92	0	4	 	2	 
	113	5,667.00	0.00	0.00	9,000.34	9,000.34	0	5	 	2	 
	114	0.00	23,391.63	3,322.00	6,205.31	32,918.95	0	4	 	2	 
	115	0.00	23,393.37	1,690.00	6,205.31	31,288.96	0	4	 	2	 
	116	11,617.00	500.00	0.00	33,217.00	33,716.67	0	5	 	2	 
	117	12,218.00	707.00	0.00	23,051.00	23,758.00	0	4	 	2	 
	118	0.00	7,330.32	0.00	0.00	7,330.32	0	5	 	2	 
	119	17,234.00	16,833.00	6,025.00	29,734.00	52,591.42	0	5	 	2	 
	120	0.00	0.00	0.00	20,638.00	20,638.00	0	4	 	2	 
	121	0.00	19,407.67	0.00	25,516.00	44,923.34	0	5	 	2	 
	122	0.00	33,211.29	0.00	0.00	33,211.29	0	4	 	2	 
	123	0.00	33,211.29	0.00	0.00	33,211.29	0	4	 	2	 
	124	0.00	2,840.00	0.00	13,917.00	16,756.67	0	5	 	2	 
	125	9,583.00	19,683.33	0.00	29,583.00	49,266.67	0	4	 	2	 
	126	0.00	5,857.50	0.00	26,216.00	32,073.50	0	5	 	2	 
	127	 	23,229.75	 	1,923.08	25,152.83	0	4	 	2	 
	128	0.00	10,000.00	0.00	22,981.00	32,980.51	0	5	 	2	 
	129	 	0.00	 	82,916.67	82,916.67	0	5	 	2	 
	130	15,917.00	0.00	0.00	28,417.00	28,416.67	0	5	 	2	 
	131	4,780.00	105.00	0.00	35,126.00	35,231.00	0	5	 	2	 
	132	0.00	0.00	0.00	20,934.33	20,934.33	0	5	 	2	 
	133	0.00	9,746.00	0.00	19,166.67	28,912.67	0	5	 	2	 
	134	 	0.00	 	17,083.00	17,083.00	0	5	 	2	 
	135	 	51,447.25	 	4,000.00	55,447.25	0	4	 	2	 
	136	6,205.00	22,619.83	485.00	6,205.00	29,310.06	0	4	 	2	 
	137	0.00	41,667.00	0.00	33,388.00	75,054.67	0	5	 	2	 
	138	 	1,922.28	 	3,777.00	5,699.28	0	5	 	2	 
	139	6,020.00	1,072.00	0.00	9,006.00	10,077.67	0	5	 	2	 
	140	6,458.00	294.00	0.00	17,833.42	18,127.75	0	5	 	2	 
	141	0.00	0.00	0.00	125,000.00	125,000.00	0	5	 	2	 
	142	8,333.00	0.00	0.00	18,749.67	18,749.67	0	5	 	2	 
	143	0.00	0.00	0.00	44,037.42	44,037.42	0	5	 	2	 
	144	 	3,985.50	 	13,789.00	17,774.83	0	5	 	2	 
	145	 	35,319.00	 	0.00	35,319.00	0	4	 	2	 
	146	0.00	25,291.00	0.00	16,666.00	41,957.00	0	5	 	2	 
	147	0.00	59,113.51	0.00	8,625.00	67,738.51	0	4	 	2	 
	148	0.00	0.00	0.00	20,417.00	20,417.00	0	5	 	2	 
	149	14,583.00	1,065.67	0.00	22,916.34	23,982.35	0	5	 	2	 
	150	5,167.00	0.00	0.00	97,667.00	97,666.67	0	5	 	2	 
	151	15,000.00	5,000.00	1,583.00	31,722.00	38,304.89	0	5	 	2	 
	152	0.00	1,227.00	11,574.00	0.00	12,801.27	0	5	 	2	 
	153	 	3,278.00	 	19,500.00	22,778.00	0	4	 	2	 
	154	0.00	17,037.00	0.00	14,645.00	31,682.00	0	5	 	2	 
	155	16,250.00	0.00	31,322.34	37,083.34	68,405.68	0	5	 	2	 
	156	 	0.00	 	12,500.00	12,500.00	0	5	 	2	 
	157	24,218.00	11,196.51	0.00	24,218.00	35,414.51	1	5	 	3	 
	158	 	5,820.35	 	26,187.50	32,007.85	1	5	 	3	 
	159	0.00	19,682.00	9,166.00	3,000.00	31,848.00	1	5	 	3	 
	160	 	235,201.73	 	0.00	235,201.73	1	5	 	2	 
	161	5,951.24	-1,886.08	0.00	17,867.91	15,981.83	1	5	 	3	 
	162	19,158.00	2,853.00	0.00	33,290.00	36,143.00	1	4	 	2	 
	163	15,117.00	21,584.00	0.00	24,727.00	46,311.00	1	5	 	3	 
	164	0.00	25,550.00	0.00	0.00	25,550.00	1	5	 	3	 
	165	9,992.00	1,666.00	0.00	31,660.25	33,326.25	1	5	 	3	 
	166	0.00	36,189.00	0.00	0.00	36,189.00	1	5	 	2	 
	167	0.00	9,766.08	0.00	25,833.17	35,599.25	1	5	 	3	 
	168	 	1,075.00	 	6,250.00	7,325.00	1	5	 	3	 
	169	3,848.00	-4,876.00	0.00	29,745.00	24,869.00	1	5	 	2	 
	170	0.00	5,840.31	0.00	5,697.64	11,537.95	1	5	 	3	 
	171	 	887.70	 	11,362.50	12,250.20	1	5	 	3	 
	172	22,043.58	0.00	0.00	39,280.79	39,280.79	1	4	 	3	 
	173	 	-2,657.58	 	11,041.68	8,384.10	1	5	 	2	 
	174	0.00	6,753.29	0.00	0.00	6,753.29	1	5	 	3	 
	175	 	0.00	 	192,106.00	192,106.00	1	5	 	3	 
	176	 	7,708.00	 	18,883.00	26,591.00	1	5	 	3	 
	177	 	9,738.86	 	0.00	9,738.86	1	5	 	3	 
	178	11,250.00	0.00	0.00	28,750.00	28,750.00	0	5	 	2	 
	179	 	0.00	 	22,783.33	22,783.33	1	5	 	3	 
	180	0.00	5,385.14	0.00	10,416.68	15,801.82	1	5	 	3	 
	181	0.00	5,366.00	0.00	179,885.00	185,251.00	0	4	 	3	 
	182	0.00	0.00	0.00	29,166.66	29,166.66	0	5	 	2	 
	183	 	125,564.00	 	0.00	125,564.00	0	5	 	2	 
	184	20,873.50	0.00	0.00	96,337.00	96,337.00	0	4	 	2	 
	185	176,114.91	-1,000.00	769.78	176,114.91	175,884.69	1	4	 	3	 
	186	 	34,605.92	 	0.00	34,605.92	0	5	 	2	 
	187	0.00	-1,503.00	0.00	42,469.28	40,966.28	1	5	 	3	 
	188	5,597.00	0.00	0.00	13,028.00	13,028.00	1	5	 	3	 
	189	0.00	4,000.00	29,512.00	0.00	33,512.00	0	5	 	2	 
	190	 	21,372.26	 	12,500.00	33,872.26	1	5	 	3	 
	191	0.00	22,581.00	0.00	0.00	22,581.00	0	5	 	2	 
	192	0.00	14,583.34	38,840.19	0.00	53,423.53	0	5	 	2	 
	193	0.00	1,557.00	0.00	22,109.00	23,666.00	1	5	 	3	 
	194	 	22,940.51	 	0.00	22,940.51	0	4	 	2	 
	195	0.00	4,000.00	0.00	16,666.67	20,666.67	0	5	 	3	 
	196	 	0.00	 	67,624.00	67,624.00	1	5	 	3	 
	197	22,044.00	-6,126.00	0.00	40,189.00	34,063.00	1	4	 	3	 
	198	22,679.00	0.00	0.00	41,705.00	41,705.00	1	5	 	3	 
	199	17,628.00	0.00	0.00	47,628.00	47,628.00	1	5	 	2	 
	200	1,076.00	-1,832.00	0.00	41,447.00	39,615.00	1	5	 	3	 
	201	6,667.00	0.00	0.00	13,480.00	13,480.00	1	5	 	3	 
	202	21,140.50	0.00	0.00	99,887.62	99,887.62	0	5	 	2	 
	203	5,500.00	0.00	58,024.42	5,500.00	63,524.42	0	5	 	2	 
	204	 	30,875.42	 	0.00	30,875.42	0	4	 	2	 
	205	 	5,570.81	 	34,666.67	40,237.48	0	5	 	2	 
	206	0.00	-3,860.00	33,480.31	0.00	29,620.31	0	4	 	2	 
	207	 	5,615.00	 	50,000.00	55,615.00	0	4	 	2	 
	208	 	65,239.00	 	0.00	65,239.00	0	4	 	2	 
	209	 	0.00	 	17,656.25	17,656.25	0	5	 	2	 
	210	 	133,636.58	 	3,291.88	136,928.46	0	5	 	2	 
	211	 	70,225.25	 	0.00	70,225.25	0	4	 	2	 
	212	 	22,506.12	 	11,784.00	34,290.12	0	4	 	2	 
	213	 	205,764.75	 	0.00	205,764.75	0	5	 	2	 
	214	 	41,857.94	 	0.00	41,857.94	0	4	 	2	 
	215	 	30,400.75	 	10,083.34	40,484.09	0	4	 	2	 
	216	0.00	58,649.20	89,087.87	86,395.83	234,132.90	0	4	 	2	 
	217	5,785.07	-221.91	386.92	18,285.07	18,450.08	0	4	 	2	 
	218	16,608.32	3,906.00	4,750.00	40,591.32	49,247.32	0	5	 	2	 
	219	16,666.67	-6,000.00	29,166.67	37,500.01	60,666.68	0	5	 	2	 
	220	2,184.48	5,712.38	0.00	38,656.48	44,368.86	0	5	 	2	 
	221	0.00	0.00	14,829.28	3,770.00	18,599.28	0	4	 	2	 
	222	 	6,325.00	 	8,833.35	15,158.35	0	5	 	2	 
	223	0.00	0.00	41,947.12	0.00	41,947.12	0	5	 	2	 
	224	5,543.59	3,134.34	0.00	13,710.26	16,844.60	0	5	 	2	 
	225	18,083.33	13,303.00	0.00	33,254.33	46,557.33	0	5	 	2	 
	226	12,916.67	23,145.67	0.00	32,222.23	55,367.90	0	4	 	2	 
	227	0.00	135.00	0.00	12,833.84	12,968.34	0	5	 	2	 
	228	17,448.00	-4,012.00	0.00	32,871.00	28,859.00	1	5	 	3	 
	229	 	4,909.00	 	83,133.00	88,042.00	1	5	 	3	 
	230	5,521.00	0.00	0.00	19,968.00	19,968.00	1	5	 	3	 
	231	14,499.37	717.54	2,260.53	22,832.71	25,810.78	0	5	 	3	 
	232	 	9,556.00	0.00	0.00	9,556.00	0	4	 	3	 
	233	0.00	0.00	0.00	21,333.33	21,333.33	1	5	 	3	 
	234	4,333.00	-788.00	973.00	43,245.00	43,430.75	1	5	 	3	 
	235	16,675.00	2,608.00	0.00	40,168.00	42,776.00	1	5	 	3	 
	236	 	0.00	 	29,083.34	29,083.34	1	5	 	3	 
	237	0.00	7,006.29	0.00	20,356.12	27,362.41	1	5	 	3	 
	238	0.00	0.00	0.00	13,025.00	13,025.00	1	5	 	3	 
	239	0.00	0.00	0.00	18,400.81	18,400.81	1	5	 	3	 
	240	31,550.00	0.00	-241.00	54,742.34	54,501.09	1	5	 	3	 
	241	0.00	-1,306.33	0.00	19,166.68	17,860.35	1	5	 	3	 
	242	11,407.00	0.00	0.00	29,064.00	29,064.00	1	5	 	3	 
	243	0.00	83,195.71	0.00	12,859.40	96,055.11	1	5	 	3	 
	244	 	359.00	 	36,863.00	37,222.00	1	5	 	3	 
	245	12,833.00	0.00	0.00	27,433.00	27,433.00	1	5	 	3	 
	246	 	0.00	 	49,334.13	49,334.13	1	5	 	3	 
	247	 	0.00	 	104,862.00	104,862.00	1	5	 	3	 
	248	 	13,916.34	 	36,791.00	50,707.34	1	5	 	3	 
	249	 	0.00	 	43,548.46	43,548.46	1	5	 	3	 
	250	12,750.00	16.83	-292.00	18,750.00	18,475.26	1	5	 	3	 
	251	 	9,712.00	 	6,125.00	15,837.00	1	5	 	3	 
	252	0.00	15,591.30	-453.00	18,333.34	33,471.64	1	5	 	3	 
	253	 	59,182.00	 	0.00	59,182.00	1	5	 	3	 
	254	10,000.00	0.00	0.00	45,000.00	45,000.00	1	5	 	3	 
	255	0.00	0.00	0.00	11,666.67	11,666.67	1	5	 	3	 
	256	7,500.00	-1,399.38	0.00	36,554.91	35,155.53	1	5	 	3	 
	257	5,661.00	0.00	0.00	62,802.00	62,802.00	1	5	 	3	 
	258	 	0.00	 	12,916.66	12,916.66	1	5	 	3	 
	259	 	0.00	 	26,084.63	26,084.63	1	5	 	3	 
	260	 	0.00	 	17,614.13	17,614.13	1	5	 	3	 
	261	 	1,474.58	 	15,416.67	16,891.25	1	5	 	3	 
	262	0.00	4,684.29	0.00	12,408.34	17,092.63	1	5	 	3	 
	263	 	19,807.49	 	10,499.99	30,307.48	1	5	 	3	 
	264	 	15,595.63	 	17,333.34	32,928.97	1	5	 	3	 
	265	6,240.00	-146.00	-28.00	24,537.00	24,363.25	1	5	 	3	 
	266	10,000.00	0.00	-443.00	26,665.00	26,222.21	1	5	 	3	 
	267	 	2,327.00	 	14,924.57	17,251.57	1	5	 	3	 
	268	 	0.00	 	26,000.00	26,000.00	1	5	 	3	 
	269	 	1,666.67	 	18,750.00	20,416.67	1	5	 	3	 
	270	0.00	-6.50	0.00	21,326.52	21,320.02	1	5	 	3	 
	271	 	35,148.00	 	25,604.00	60,752.00	1	5	 	3	 
	272	16,022.50	8,722.96	0.00	16,022.50	24,745.46	1	5	 	3	 
	273	0.00	8,367.00	3,302.00	0.00	11,669.00	1	5	 	3	 
	274	0.00	-550.50	46,931.33	0.00	46,380.83	1	5	 	3	 
	275	 	7,086.00	 	3,412.00	10,498.00	1	5	 	3	 
	276	 	32,552.00	 	0.00	32,552.00	1	5	 	3	 
	277	0.00	5,364.35	0.00	14,397.17	19,761.52	1	5	 	3	 
	278	4,164.36	0.00	0.00	16,299.40	16,299.40	1	5	 	3	 
	279	2,484.00	2,484.00	0.00	14,058.00	16,542.00	1	5	 	3	 
	280	 	0.00	 	17,014.00	17,014.00	1	5	 	3	 
	281	 	-700.00	 	35,166.00	34,466.00	1	5	 	3	 
	282	 	4,419.81	 	14,916.67	19,336.48	1	5	 	3	 
	283	 	0.00	 	22,112.28	22,112.28	1	5	 	3	 
	284	0.00	16,788.00	0.00	73,646.21	90,434.21	1	5	 	3	 
	285	12,723.68	-645.35	0.00	25,383.24	24,737.89	1	5	 	3	 
	286	648.00	0.00	0.00	15,479.00	15,479.00	1	5	 	3	 
	287	0.00	0.00	0.00	18,750.00	18,750.00	1	5	 	3	 
	288	5,416.66	0.00	0.00	21,710.07	21,710.07	1	5	 	3	 
	289	 	16,255.65	 	10,877.75	27,133.40	1	5	 	3	 
	290	10,189.00	-2,661.00	1,143.00	27,887.00	26,369.00	1	5	 	3	 
	291	5,583.67	4,233.00	0.00	11,167.34	15,400.34	1	5	 	3	 
	292	9,130.43	0.00	0.00	19,339.12	19,339.12	1	5	 	3	 
	293	0.00	-3,107.07	0.00	33,800.00	30,692.93	1	5	 	3	 
	294	0.00	-1,568.00	14,077.00	6,642.50	19,151.50	1	5	 	3	 
	295	0.00	0.00	0.00	44,173.14	44,173.14	1	5	 	3	 
	296	22,416.00	-3,476.09	0.00	27,461.46	23,985.37	1	5	 	3	 
	297	0.00	6,707.83	0.00	6,802.24	13,510.07	1	5	 	3	 
	298	2,740.96	0.00	0.00	19,619.69	19,619.69	1	5	 	3	 
	299	0.00	6,209.08	7,103.12	0.00	13,312.20	1	5	 	3	 
	300	0.00	15,764.14	0.00	0.00	15,764.14	1	5	 	3	 
	301	 	0.00	 	14,396.00	14,396.00	1	5	 	3	 
	302	0.00	-462.67	0.00	24,583.33	24,120.66	1	5	 	3	 
	303	-57.33	-134.35	0.00	34,425.92	34,291.57	1	4	 	3	 
	304	0.00	6,138.80	1,334.38	0.00	7,473.18	1	5	 	3	 
	305	0.00	0.00	0.00	17,916.67	17,916.67	1	5	 	3	 
	306	16,778.08	0.00	0.00	32,551.42	32,551.42	1	5	 	3	 
	307	 	-2,528.54	 	21,923.08	19,394.54	1	5	 	3	 
	308	0.00	5,412.85	0.00	10,157.83	15,570.68	1	5	 	3	 
	309	16,723.17	-690.99	0.00	18,693.17	18,002.18	1	4	 	3	 
	310	 	10,861.50	 	0.00	10,861.50	1	5	 	3	 
	311	 	0.00	 	12,500.02	12,500.02	1	5	 	3	 
	312	7,399.58	-3,425.28	0.00	24,536.53	21,111.25	1	5	 	3	 
	313	0.00	0.00	0.00	41,666.67	41,666.67	1	5	 	3	 
	314	0.00	0.00	0.00	48,413.49	48,413.49	1	5	 	3	 
	315	1,015.72	-4,354.00	0.00	34,813.01	30,459.01	1	5	 	3	 
	316	15,134.00	0.00	0.00	25,134.00	25,134.00	1	5	 	3	 
	317	0.00	4,964.75	0.00	12,666.68	17,631.43	0	5	 	3	 
	318	 	3,911.75	 	22,916.67	26,828.42	0	5	 	3	 
	319	 	33,680.56	 	25,000.00	58,680.56	0	5	 	3	 
	320	0.00	0.00	0.00	15,386.80	15,386.80	0	5	 	3	 
	321	13,584.81	0.00	0.00	25,888.01	25,888.01	0	5	 	3	 
	322	 	0.00	 	21,666.66	21,666.66	0	5	 	3	 
	323	73,694.62	0.00	0.00	73,694.62	73,694.62	0	5	 	3	 
	324	0.00	0.00	0.00	25,000.00	25,000.00	0	5	 	3	 
	325	0.00	-13,165.92	0.00	35,887.75	22,721.83	1	5	 	3	 
	326	0.00	-348.00	0.00	34,705.08	34,357.08	1	5	 	3	 
	327	0.00	0.00	0.00	42,743.42	42,743.42	0	4	 	3	 
	328	 	0.00	 	14,083.00	14,083.00	1	5	 	3	 
	329	0.00	0.00	0.00	14,000.00	14,000.00	0	5	 	3	 
	330	11,250.00	4,347.22	3,437.50	28,424.95	36,209.67	0	5	 	3	 
	331	 	0.00	 	39,312.50	39,312.50	0	5	 	3	 
	332	 	1,492.92	 	23,543.00	25,035.92	0	4	 	3	 
	333	4,167.00	-253.00	2,154.00	23,202.00	25,103.00	0	5	 	3	 
	334	0.00	1,480.00	16,287.80	0.00	17,767.80	0	5	 	3	 
	335	5,523.92	0.00	0.00	26,257.01	26,257.01	0	5	 	3	 
	336	28,459.00	0.00	0.00	52,715.00	52,715.00	0	4	 	3	 
	337	0.00	15,384.33	0.00	25,000.00	40,384.33	1	5	 	3	 
	338	 	17,291.67	 	29,183.33	46,475.00	1	5	 	3	 
	339	 	6,602.68	 	20,727.73	27,330.41	0	4	 	3	 
	340	5,782.45	0.00	0.00	23,475.96	23,475.96	0	5	 	3	 
	341	0.00	0.00	0.00	14,166.66	14,166.66	0	5	 	3	 
	342	0.00	0.00	0.00	28,300.00	28,300.00	0	5	 	3	 
	343	 	0.00	 	23,844.41	23,844.41	0	5	 	3	 
	344	16,768.44	0.00	-55.00	26,244.44	26,189.44	0	5	 	3	 
	345	0.00	0.00	0.00	27,638.18	27,638.18	1	5	 	3	 
	346	0.00	0.00	0.00	20,000.00	20,000.00	0	5	 	3	 
	347	0.00	2,276.00	0.00	27,083.00	29,359.00	1	5	 	3	 
	348	10,416.67	0.00	0.00	22,196.67	22,196.67	0	5	 	3	 
	349	0.00	0.00	0.00	22,100.00	22,100.00	0	5	 	3	 
	350	0.00	13,244.37	1,038.00	0.00	14,282.37	0	5	 	3	 
	351	 	386.84	 	35,952.63	36,339.47	0	5	 	3	 
	352	0.00	0.00	0.00	20,833.34	20,833.34	0	5	 	3	 
	353	0.00	16,709.90	675.00	0.00	17,384.90	0	5	 	3	 
	354	0.00	0.00	0.00	18,778.00	18,778.00	0	5	 	3	 
	355	0.00	0.00	0.00	10,833.36	10,833.36	1	5	 	3	 
	356	 	9,834.00	 	9,843.76	19,677.76	0	5	 	3	 
	357	0.00	0.00	0.00	18,483.32	18,483.32	0	5	 	3	 
	358	 	0.00	 	11,609.87	11,609.87	0	5	 	3	 
	359	 	0.00	 	23,370.68	23,370.68	0	5	 	3	 
	360	0.00	0.00	0.00	13,333.32	13,333.32	0	5	 	3	 
	361	0.00	0.00	0.00	38,110.03	38,110.03	0	5	 	3	 
	362	0.00	6,783.67	0.00	22,251.67	29,035.34	0	5	 	3	 
	363	 	0.00	 	23,415.00	23,415.00	0	4	 	3	 
	364	2,166.67	-54.08	0.00	7,175.00	7,120.92	1	5	 	3	 
	365	45,422.00	598.00	0.00	50,469.00	51,067.00	1	5	 	3	 
	366	16,666.66	0.00	-2,107.34	67,902.66	65,795.32	1	5	 	3	 







 





	 	111	112	113	114	115	116	117	118
	KEY	Borrower Asset
 Verification	Co-Borrower Asset
 Verification	Liquid / Cash
 Reserves	Monthly Debt All
 Borrowers	Originator DTI	Fully Indexed Rate	Qualification
 Method	Percentage of Down
 Payment from
 Borrower Own
 Funds
	1	4	 	4,474,985.07	8,317.79	0.4031	 	 	 
	2	4	 	262,782.92	6,523.44	0.3433	 	 	 
	3	3	 	95,703.82	7,188.31	0.4044	 	 	 
	4	4	 	328,513.08	7,679.66	0.4438	 	 	 
	5	4	 	118,896.00	6,858.54	0.2108	 	 	 
	6	4	 	125,324.73	4,880.24	0.2815	 	 	 
	7	4	 	60,342.44	6,597.22	0.1634	 	 	 
	8	4	 	135,565.45	6,463.55	0.3261	 	 	100.00
	9	4	 	299,708.43	8,349.27	0.2382	 	 	 
	10	4	 	117,327.17	7,095.00	0.3300	 	 	100.00
	11	4	 	123,604.18	4,926.00	0.2558	 	 	 
	12	4	 	373,223.65	10,272.53	0.2585	 	 	100.00
	13	3	 	48,903.32	6,225.54	0.3598	 	 	 
	14	4	 	314,156.86	9,144.51	0.3266	 	 	67.62
	15	4	 	206,131.85	7,940.28	0.4031	 	 	100.00
	16	4	 	79,838.53	5,019.94	0.2460	 	 	 
	17	4	 	377,463.22	6,907.93	0.2498	 	 	 
	18	4	 	220,501.78	4,310.62	0.3135	 	 	 
	19	4	 	387,228.93	6,068.93	0.3065	 	 	 
	20	4	 	188,230.60	9,113.08	0.3363	 	 	 
	21	4	 	382,416.43	11,134.65	0.3587	 	 	 
	22	4	 	68,587.37	6,700.01	0.0837	 	 	 
	23	4	 	167,636.83	4,443.52	0.4371	 	 	 
	24	3	 	70,387.49	3,368.29	0.3876	 	 	 
	25	4	 	85,617.93	4,492.59	0.2396	 	 	100.00
	26	4	 	134,811.83	5,840.68	0.4232	 	 	100.00
	27	4	 	403,264.01	5,413.42	0.0392	 	 	100.00
	28	4	 	199,468.41	16,251.04	0.4096	 	 	 
	29	4	 	298,805.51	19,977.99	0.4095	 	 	 
	30	3	 	157,552.17	8,599.02	0.3205	 	 	 
	31	3	 	3,927,103.63	12,012.41	0.3398	 	 	 
	32	4	 	136,622.45	6,293.68	0.3501	 	 	 
	33	4	 	61,586.79	6,946.03	0.2681	 	 	 
	34	4	 	664,231.87	6,138.36	0.1640	 	 	 
	35	4	 	77,435.30	9,542.51	0.3817	 	 	 
	36	4	 	551,538.47	6,904.60	0.3496	 	 	 
	37	3	 	398,574.74	7,534.52	0.3429	 	 	100.00
	38	4	 	102,990.21	5,308.89	0.2383	 	 	 
	39	4	 	29,159.96	4,849.05	0.3249	 	 	100.00
	40	4	 	1,848,392.86	9,307.42	0.0590	 	 	 
	41	4	 	997,355.82	6,630.20	0.3547	 	 	 
	42	4	 	194,291.58	6,329.18	0.3100	 	 	 
	43	4	 	76,889.55	11,734.21	0.3556	 	 	100.00
	44	4	 	41,713.14	6,986.13	0.2346	 	 	100.00
	45	4	 	226,316.04	5,062.06	0.1654	 	 	 
	46	4	 	218,608.00	5,895.69	0.4468	 	 	 
	47	4	 	98,723.31	15,541.56	0.3577	 	 	 
	48	4	 	3,162,829.97	6,071.27	0.3458	 	 	 
	49	4	 	65,915.53	7,516.18	0.2292	 	 	 
	50	4	 	528,786.51	7,098.91	0.3568	 	 	 
	51	4	 	206,869.27	4,837.68	0.5115	 	 	 
	52	4	 	396,691.77	15,776.02	0.3200	 	 	 
	53	4	 	598,974.41	12,522.53	0.3878	 	 	 
	54	4	 	525,078.50	10,320.17	0.2397	 	 	100.00
	55	4	 	8,697,722.52	15,526.04	0.2078	 	 	100.00
	56	4	 	252,391.00	6,823.52	0.4450	 	 	100.00
	57	4	 	2,596,544.13	5,738.41	0.4459	 	 	 
	58	4	 	110,758.21	6,578.15	0.4020	 	 	 
	59	4	 	126,869.54	7,444.91	0.4304	 	 	100.00
	60	4	 	200,782.92	7,609.05	0.4388	 	 	 
	61	4	 	288,476.00	4,813.82	0.2512	 	 	100.00
	62	4	 	71,678.00	4,066.07	0.4083	 	 	 
	63	4	 	192,751.00	7,412.08	0.2529	 	 	 
	64	4	 	212,636.37	7,911.97	0.2413	 	 	 
	65	4	 	50,811.00	4,109.49	0.3574	 	 	87.38
	66	4	 	78,750.65	6,786.16	0.1641	 	 	 
	67	4	 	35,439.01	5,066.22	0.4722	 	 	 
	68	4	 	169,896.41	4,968.76	0.3536	 	 	100.00
	69	4	 	657,021.47	6,552.20	0.3168	 	 	 
	70	4	 	130,404.31	11,824.28	0.3347	 	 	100.00
	71	4	 	2,497,614.57	9,938.23	0.2681	 	 	 
	72	4	 	131,361.02	4,597.93	0.3623	 	 	 
	73	4	 	18,850.79	3,666.92	0.4493	 	 	 
	74	4	 	345,940.63	6,253.62	0.3392	 	 	 
	75	4	 	54,694.89	7,698.23	0.2956	 	 	100.00
	76	4	 	480,701.28	14,498.38	0.1232	 	 	 
	77	4	 	60,698.00	6,064.01	0.3638	 	 	 
	78	3	 	115,751.14	8,751.25	0.3231	 	 	100.00
	79	4	 	406,727.31	9,710.40	0.3400	 	 	100.00
	80	4	 	520,123.64	7,484.88	0.2600	 	 	100.00
	81	4	 	585,892.35	7,433.97	0.3600	 	 	100.00
	82	4	 	1,402,938.80	11,917.35	0.3800	 	 	100.00
	83	4	 	151,065.15	4,574.17	0.2200	 	 	100.00
	84	4	 	663,155.10	10,875.87	0.3600	 	 	100.00
	85	4	 	280,138.00	17,820.77	0.2900	 	 	100.00
	86	4	 	2,182,186.54	6,941.63	0.1600	 	 	 
	87	4	 	167,431.72	15,346.23	0.2200	 	 	 
	88	4	 	473,001.73	14,301.91	0.4400	 	 	100.00
	89	4	 	463,320.50	6,486.07	0.2900	 	 	 
	90	4	 	202,575.48	8,781.24	0.3500	 	 	 
	91	4	 	1,609,606.87	7,094.01	0.1200	 	 	 
	92	4	 	953,792.08	8,376.53	0.1300	 	 	 
	93	3	 	653,321.57	10,979.54	0.4177	 	 	 
	94	4	 	1,431,822.50	9,916.67	0.3400	 	 	 
	95	4	 	1,497,061.30	11,307.86	0.4400	 	 	100.00
	96	4	 	481,597.39	6,750.00	0.2700	 	 	100.00
	97	4	 	177,229.02	4,737.26	0.2200	 	 	 
	98	4	 	662,433.24	8,767.62	0.1800	 	 	 
	99	4	 	1,625,556.00	13,333.12	0.3200	 	 	 
	100	4	 	2,107,118.77	5,391.25	0.1900	 	 	 
	101	4	 	1,697,796.00	5,864.04	0.4200	 	 	100.00
	102	4	 	1,031,935.00	7,467.60	0.2000	 	 	 
	103	4	 	1,447,585.00	11,041.20	0.4000	 	 	 
	104	4	 	1,054,399.90	7,158.27	0.1300	 	 	 
	105	4	 	3,505,735.00	10,827.10	0.2800	 	 	 
	106	4	 	518,742.64	10,436.48	0.3800	 	 	 
	107	4	 	1,568,245.00	38,139.27	0.1200	 	 	 
	108	4	 	1,515,905.00	20,533.44	0.3200	 	 	 
	109	4	 	2,799,010.98	8,221.20	0.3100	 	 	100.00
	110	4	 	1,300,622.87	9,975.32	0.3800	 	 	 
	111	4	 	38,356.72	3,241.95	0.2400	 	 	 
	112	4	 	50,887.71	3,240.46	0.2400	 	 	 
	113	4	 	103,869.16	3,150.12	0.3500	 	 	100.00
	114	4	 	667,853.00	6,254.60	0.1900	 	 	 
	115	4	 	667,852.00	6,257.79	0.2000	 	 	 
	116	4	 	408,887.10	13,823.83	0.4100	 	 	100.00
	117	4	 	759,228.79	8,552.88	0.3600	 	 	 
	118	4	 	1,445,553.70	3,298.64	0.4500	 	 	100.00
	119	4	 	956,593.80	7,362.80	0.1400	 	 	100.00
	120	4	 	636,123.00	5,159.50	0.2500	 	 	 
	121	4	 	989,954.76	18,418.57	0.4100	 	 	 
	122	4	 	13,426,249.00	14,280.85	0.4300	 	 	100.00
	123	4	 	9,901,220.52	13,616.63	0.4100	 	 	100.00
	124	4	 	854,209.83	6,199.97	0.3700	 	 	 
	125	4	 	469,167.47	19,214.00	0.3900	 	 	100.00
	126	4	 	424,098.90	9,301.32	0.2900	 	 	 
	127	4	 	2,978,037.00	6,036.68	0.2400	 	 	 
	128	4	 	667,826.00	10,883.57	0.3300	 	 	100.00
	129	4	 	3,256,834.98	8,291.67	0.1000	 	 	100.00
	130	4	 	441,733.07	6,820.00	0.2400	 	 	 
	131	4	 	345,531.67	14,092.40	0.4000	 	 	 
	132	4	 	116,557.21	9,001.76	0.4300	 	 	100.00
	133	4	 	3,231,582.33	12,721.57	0.4400	 	 	 
	134	4	 	466,695.28	4,783.24	0.2800	 	 	100.00
	135	4	 	537,369.29	19,961.01	0.3600	 	 	100.00
	136	4	 	572,101.59	5,862.01	0.2000	 	 	 
	137	4	 	4,377,488.00	18,763.67	0.2500	 	 	 
	138	4	 	133,898.78	2,222.72	0.3900	 	 	 
	139	4	 	658,302.64	4,635.73	0.4600	 	 	100.00
	140	4	 	1,297,673.49	5,800.88	0.3200	 	 	 
	141	4	 	2,503,160.46	11,250.00	0.0900	 	 	100.00
	142	4	 	441,492.32	6,749.88	0.3600	 	 	100.00
	143	4	 	779,996.59	14,972.72	0.3400	 	 	100.00
	144	4	 	377,995.87	5,687.95	0.3200	 	 	100.00
	145	4	 	2,202,223.19	14,833.98	0.4200	 	 	 
	146	4	 	1,808,943.18	12,587.10	0.3000	 	 	100.00
	147	4	 	1,739,938.61	23,708.48	0.3500	 	 	100.00
	148	4	 	298,577.30	7,758.46	0.3800	 	 	100.00
	149	4	 	249,525.37	8,633.65	0.3600	 	 	100.00
	150	4	 	115,381.45	22,463.33	0.2300	 	 	100.00
	151	4	 	566,271.09	12,257.56	0.3200	 	 	 
	152	4	 	436,903.39	4,224.42	0.3300	 	 	 
	153	4	 	464,521.17	9,566.76	0.4200	 	 	 
	154	4	 	363,693.76	6,336.40	0.2000	 	 	 
	155	4	 	811,769.18	10,944.91	0.1600	 	 	 
	156	4	 	118,540.20	5,000.00	0.4000	 	 	100.00
	157	4	 	2,839,034.61	11,628.14	0.3283	 	 	100.00
	158	3	 	249,540.24	9,847.54	0.3077	 	 	100.00
	159	4	 	5,542,100.83	11,231.83	0.3527	 	 	100.00
	160	3	 	10,215,239.19	30,294.92	0.1288	 	 	 
	161	4	 	255,840.02	4,196.99	0.2626	 	 	100.00
	162	3	 	371,903.50	11,309.43	0.3129	 	 	100.00
	163	3	 	4,602,126.00	13,524.85	0.2920	 	 	 
	164	4	 	76,951.71	9,717.97	0.3804	 	 	94.18
	165	3	 	356,413.61	7,661.17	0.2299	 	 	 
	166	3	 	975,696.85	14,812.85	0.4093	 	 	 
	167	3	 	317,534.66	12,414.10	0.3487	 	 	76.47
	168	3	 	611,557.45	3,837.01	0.5238	 	 	 
	169	4	 	366,000.64	9,653.42	0.3882	 	 	67.69
	170	3	 	1,217,776.00	5,409.15	0.4688	 	 	100.00
	171	3	 	825,844.95	4,776.45	0.3899	 	 	 
	172	3	 	430,330.96	12,735.11	0.3242	 	 	 
	173	3	 	254,567.62	3,678.01	0.4387	 	 	100.00
	174	4	 	114,199.04	2,840.12	0.4206	 	 	100.00
	175	4	 	3,122,349.70	17,399.04	0.0906	 	 	100.00
	176	4	 	1,003,063.18	7,880.54	0.2964	 	 	100.00
	177	3	 	1,089,925.00	2,296.58	0.2358	 	 	100.00
	178	4	 	61,613.05	8,337.50	0.2900	 	 	100.00
	179	3	 	267,877.24	7,810.51	0.3428	 	 	100.00
	180	3	 	2,590,598.33	5,253.95	0.3325	 	 	 
	181	3	 	436,223.16	40,699.64	0.2197	 	 	100.00
	182	3	 	384,685.87	9,887.50	0.3390	 	 	 
	183	4	 	1,555,508.30	11,270.50	0.0898	 	 	0.00
	184	4	 	1,656,928.90	17,092.88	0.1774	 	 	 
	185	4	 	1,173,283.82	13,747.15	0.0782	 	 	 
	186	4	 	209,908.08	13,596.11	0.3929	 	 	100.00
	187	4	 	430,284.00	11,387.89	0.2780	 	 	 
	188	3	 	104,631.73	3,913.66	0.3004	 	 	100.00
	189	4	 	6,823,163.00	5,579.55	0.1665	 	 	 
	190	3	 	508,649.60	16,012.77	0.4727	 	 	100.00
	191	4	 	699,243.00	9,182.07	0.4066	 	 	 
	192	4	 	4,693,102.50	8,353.78	0.1564	 	 	100.00
	193	4	 	572,957.68	3,181.14	0.1344	 	 	 
	194	4	 	192,971.43	7,653.21	0.3336	 	 	100.00
	195	3	 	1,606,955.19	7,528.54	0.3643	 	 	100.00
	196	4	 	1,019,977.84	7,316.51	0.1082	 	 	100.00
	197	4	 	284,957.03	13,676.64	0.4015	 	 	 
	198	4	 	731,989.00	11,428.75	0.2740	 	 	 
	199	4	 	1,014,288.30	13,411.52	0.2816	 	 	 
	200	4	 	1,135,368.58	11,018.83	0.2781	 	 	100.00
	201	3	 	390,827.72	5,925.17	0.4396	 	 	100.00
	202	4	 	1,307,577.92	9,236.51	0.0925	 	 	 
	203	4	 	1,329,709.46	16,963.12	0.2670	 	 	 
	204	4	 	2,079,286.00	14,107.47	0.4569	 	 	 
	205	4	 	207,306.94	13,070.30	0.3248	 	 	 
	206	4	 	6,771,237.21	10,064.03	0.3398	 	 	 
	207	4	 	2,352,233.00	10,278.49	0.1848	 	 	 
	208	4	 	2,693,820.00	21,488.49	0.3294	 	 	 
	209	4	 	291,332.75	5,921.02	0.3354	 	 	100.00
	210	4	 	3,033,544.72	24,780.35	0.1810	 	 	100.00
	211	4	 	122,067.31	12,635.14	0.1799	 	 	 
	212	4	 	10,902,433.37	10,895.14	0.3177	 	 	 
	213	4	 	331,250.57	22,059.42	0.1072	 	 	 
	214	4	 	449,942.73	16,920.82	0.4042	 	 	100.00
	215	4	 	437,307.98	12,545.98	0.3099	 	 	 
	216	4	 	26,135,842.01	38,800.50	0.1657	 	 	100.00
	217	4	 	401,708.95	7,720.21	0.4184	 	 	100.00
	218	4	 	4,410,543.44	18,654.20	0.3788	 	 	100.00
	219	4	 	258,573.75	12,521.54	0.2064	 	 	 
	220	4	 	105,950.91	9,253.53	0.2086	 	 	 
	221	4	 	639,454.99	7,241.48	0.3893	 	 	 
	222	4	 	3,087,852.00	6,374.86	0.4206	 	 	100.00
	223	4	 	11,887,669.00	9,960.51	0.2375	 	 	 
	224	4	 	306,970.95	6,816.62	0.4047	 	 	100.00
	225	4	 	422,962.17	16,598.43	0.3565	 	 	100.00
	226	4	 	418,885.96	12,703.78	0.2294	 	 	100.00
	227	4	 	560,144.91	2,659.81	0.2051	 	 	 
	228	3	 	257,875.51	9,960.63	0.3451	 	 	100.00
	229	4	 	2,688,944.45	30,796.65	0.3498	 	 	 
	230	4	 	347,689.78	4,592.54	0.2300	 	 	100.00
	231	4	 	434,149.69	8,592.41	0.3329	 	 	100.00
	232	3	 	3,060,687.58	4,008.74	0.4195	 	 	 
	233	4	 	111,601.22	6,111.04	0.2865	 	 	100.00
	234	4	 	279,884.78	9,014.83	0.2076	 	 	100.00
	235	4	 	1,004,521.62	7,361.49	0.1721	 	 	 
	236	4	 	203,076.44	6,353.37	0.2185	 	 	 
	237	4	 	355,195.03	8,840.79	0.3231	 	 	 
	238	3	 	119,289.46	3,664.56	0.2813	 	 	100.00
	239	4	 	37,088.68	3,948.67	0.2146	 	 	 
	240	4	 	252,889.05	11,142.86	0.2045	 	 	 
	241	4	 	270,136.43	7,752.98	0.4341	 	 	 
	242	4	 	60,232.22	7,020.26	0.2415	 	 	100.00
	243	4	 	223,202.19	6,983.40	0.0727	 	 	 
	244	4	 	102,644.87	9,187.39	0.2468	 	 	 
	245	4	 	46,796.58	6,845.25	0.2495	 	 	 
	246	4	 	165,835.62	9,218.23	0.1869	 	 	 
	247	4	 	296,829.31	8,279.48	0.0790	 	 	100.00
	248	4	 	1,250,175.45	14,557.32	0.2871	 	 	100.00
	249	4	 	495,337.93	8,236.80	0.1891	 	 	100.00
	250	4	 	92,901.94	5,222.96	0.2827	 	 	100.00
	251	4	 	27,100.76	5,590.60	0.3530	 	 	 
	252	4	 	1,154,856.94	9,735.80	0.2909	 	 	100.00
	253	4	 	171,003.20	10,790.18	0.1823	 	 	 
	254	4	 	311,841.66	14,703.48	0.3267	 	 	 
	255	4	 	112,257.19	5,141.12	0.4407	 	 	100.00
	256	4	 	161,874.51	8,085.91	0.2300	 	 	100.00
	257	4	 	150,659.29	16,631.04	0.2648	 	 	 
	258	4	 	130,332.66	6,310.31	0.4885	 	 	 
	259	4	 	731,450.00	11,808.46	0.4527	 	 	 
	260	4	 	271,307.75	3,497.51	0.1986	 	 	 
	261	4	 	132,627.07	7,161.74	0.4240	 	 	100.00
	262	4	 	37,829.16	6,940.33	0.4060	 	 	 
	263	4	 	127,352.59	10,629.89	0.3507	 	 	100.00
	264	4	 	49,416.98	11,418.71	0.3468	 	 	24.34
	265	4	 	1,301,717.58	8,784.10	0.3605	 	 	100.00
	266	4	 	222,890.49	7,619.52	0.2906	 	 	100.00
	267	4	 	138,040.63	7,380.45	0.4278	 	 	 
	268	4	 	113,256.01	10,448.98	0.4019	 	 	100.00
	269	4	 	101,684.84	9,152.79	0.4483	 	 	 
	270	4	 	355,350.36	6,174.28	0.2896	 	 	 
	271	4	 	341,223.28	25,442.94	0.4188	 	 	 
	272	4	 	597,688.86	5,146.24	0.2080	 	 	 
	273	4	 	198,599.91	4,073.86	0.3491	 	 	 
	274	4	 	3,109,687.56	7,402.38	0.1596	 	 	 
	275	4	 	543,900.17	4,620.09	0.4401	 	 	 
	276	4	 	75,803.25	6,162.91	0.1893	 	 	 
	277	4	 	187,561.55	9,102.16	0.4606	 	 	67.00
	278	4	 	82,657.47	6,804.05	0.4174	 	 	 
	279	4	 	1,787,153.97	4,904.70	0.2965	 	 	 
	280	4	 	208,052.21	9,761.90	0.5738	 	 	 
	281	4	 	260,955.78	10,751.53	0.3119	 	 	 
	282	4	 	509,554.27	7,237.01	0.3743	 	 	 
	283	4	 	77,307.85	8,408.31	0.3803	 	 	93.66
	284	4	 	1,877,850.30	12,362.99	0.1367	 	 	100.00
	285	4	 	145,047.52	7,075.26	0.2860	 	 	 
	286	4	 	98,869.00	6,671.53	0.4310	 	 	 
	287	4	 	1,064,210.79	5,411.51	0.2886	 	 	 
	288	4	 	192,864.28	4,711.17	0.2170	 	 	 
	289	4	 	72,809.40	6,195.31	0.2283	 	 	100.00
	290	4	 	429,854.10	12,630.88	0.4790	 	 	 
	291	4	 	231,475.56	6,597.63	0.4284	 	 	 
	292	4	 	189,741.37	6,406.16	0.3313	 	 	100.00
	293	4	 	229,694.51	7,116.95	0.2319	 	 	100.00
	294	4	 	65,298.80	5,416.29	0.2828	 	 	100.00
	295	4	 	304,400.09	6,893.04	0.1560	 	 	100.00
	296	4	 	152,239.66	7,190.14	0.2998	 	 	 
	297	4	 	4,710,053.12	5,591.66	0.4139	 	 	 
	298	4	 	324,982.32	8,710.22	0.4440	 	 	100.00
	299	4	 	251,465.89	5,981.42	0.4493	 	 	 
	300	4	 	1,247,587.99	7,025.19	0.4456	 	 	 
	301	4	 	48,660.52	6,586.17	0.4575	 	 	 
	302	4	 	58,520.60	6,963.63	0.2887	 	 	 
	303	4	 	535,021.57	5,630.68	0.1642	 	 	 
	304	4	 	165,723.72	3,073.72	0.4113	 	 	 
	305	4	 	1,340,944.94	5,047.13	0.2817	 	 	100.00
	306	4	 	169,934.33	8,215.98	0.2524	 	 	100.00
	307	4	 	61,740.33	5,504.81	0.2838	 	 	 
	308	4	 	166,600.00	6,886.74	0.4423	 	 	 
	309	4	 	169,581.72	5,991.00	0.3328	 	 	 
	310	4	 	75,463.00	3,525.16	0.3246	 	 	 
	311	4	 	304,438.49	3,190.93	0.2553	 	 	100.00
	312	4	 	108,724.59	7,174.78	0.3399	 	 	100.00
	313	4	 	125,787.64	7,526.92	0.1806	 	 	 
	314	4	 	181,393.86	11,013.05	0.2275	 	 	 
	315	4	 	212,541.83	13,662.33	0.4485	 	 	 
	316	4	 	249,198.97	9,204.07	0.3662	 	 	 
	317	4	 	343,008.19	7,386.48	0.4189	 	 	100.00
	318	4	 	351,867.85	8,288.13	0.3089	 	 	 
	319	4	 	546,525.92	18,606.73	0.3171	 	 	 
	320	4	 	626,528.53	5,426.79	0.3527	 	 	100.00
	321	4	 	480,303.92	4,450.15	0.1719	 	 	 
	322	4	 	653,138.96	7,166.27	0.3308	 	 	100.00
	323	4	 	1,472,025.99	8,072.07	0.1095	 	 	100.00
	324	4	 	199,757.89	9,172.50	0.3669	 	 	100.00
	325	4	 	142,776.38	7,918.83	0.3485	 	 	 
	326	4	 	233,954.54	6,308.23	0.1836	 	 	100.00
	327	4	 	261,492.52	7,971.65	0.1865	 	 	100.00
	328	4	 	152,682.32	5,844.45	0.4150	 	 	100.00
	329	4	 	418,245.58	5,203.80	0.3717	 	 	100.00
	330	4	 	104,295.32	11,601.58	0.3204	 	 	 
	331	4	 	309,365.07	9,348.51	0.2378	 	 	 
	332	4	 	212,343.90	6,016.13	0.2403	 	 	 
	333	4	 	465,299.35	8,893.99	0.3543	 	 	 
	334	4	 	1,477,215.64	5,586.20	0.3144	 	 	 
	335	4	 	105,627.99	7,661.80	0.2918	 	 	100.00
	336	4	 	314,745.94	12,134.99	0.2302	 	 	 
	337	4	 	130,245.13	14,663.55	0.3631	 	 	100.00
	338	4	 	713,368.42	17,832.46	0.3837	 	 	100.00
	339	4	 	5,203,761.44	11,517.03	0.4214	 	 	100.00
	340	4	 	291,189.81	5,249.22	0.2236	 	 	100.00
	341	4	 	113,867.33	3,322.08	0.2345	 	 	100.00
	342	4	 	316,954.15	6,022.24	0.2128	 	 	100.00
	343	4	 	145,991.87	6,490.45	0.2722	 	 	 
	344	4	 	445,205.22	7,982.54	0.3048	 	 	100.00
	345	4	 	242,662.24	3,435.43	0.1243	 	 	100.00
	346	4	 	61,212.58	5,736.00	0.2868	 	 	 
	347	4	 	327,703.10	11,960.86	0.4074	 	 	100.00
	348	4	 	313,563.66	6,896.51	0.3107	 	 	 
	349	4	 	98,124.65	5,951.53	0.2693	 	 	 
	350	4	 	1,048,267.38	4,760.31	0.3333	 	 	 
	351	4	 	187,027.78	11,010.86	0.3030	 	 	 
	352	4	 	87,023.91	6,239.59	0.2995	 	 	 
	353	4	 	781,053.21	4,580.92	0.2635	 	 	 
	354	4	 	154,292.72	6,579.81	0.3504	 	 	 
	355	4	 	50,190.11	3,836.09	0.3541	 	 	100.00
	356	4	 	59,120.67	7,044.64	0.3580	 	 	 
	357	4	 	57,033.09	6,628.12	0.3586	 	 	 
	358	4	 	31,204.14	4,124.99	0.3553	 	 	 
	359	4	 	1,324,198.47	5,653.37	0.2419	 	 	 
	360	4	 	1,846,519.46	5,283.99	0.3963	 	 	 
	361	4	 	54,561.37	6,417.73	0.1684	 	 	100.00
	362	4	 	178,863.05	7,630.49	0.2628	 	 	100.00
	363	4	 	423,906.89	7,499.82	0.3203	 	 	 
	364	4	 	17,085.69	2,896.79	0.4068	 	 	 
	365	4	 	198,302.83	8,742.67	0.1712	 	 	100.00
	366	4	 	242,907.55	11,000.98	0.1672	 	 	100.00







 





	 	 	119	120	121	122	123	124	125	126	127
	KEY	 	City	State	Postal Code	Property Type	Occupancy	Sales Price	Original Appraised
 Property Value	Original Property
 Valuation Type	Original Property
 Valuation Date
	1	 	BLOOMFIELD HILLS	MI	48302	1	1	 	1,400,000.00	3	20111214
	2	 	Castle Rock	CO	80108	7	1	 	1,500,000.00	3	20111219
	3	 	Bloomfield Hills	MI	48302	1	 	1,000,000.00	3	20111219
	4	 	Lynnfield	MA	01940	1	1	 	1,250,000.00	3	20120103
	5	 	Anaheim	CA	92808	1	1	 	1,100,000.00	3	20120114
	6	 	Waxhaw	NC	28173	7	1	 	800,000.00	3	20120108
	7	 	Damascus	OR	97089	1	1	 	595,000.00	3	20110920
	8	 	Bellevue	WA	98004	1	1	1,250,000.00	1,250,000.00	3	20111021
	9	 	Mercer Island	WA	98040	1	1	 	1,800,000.00	3	20111003
	10	 	Sammamish	WA	98075	7	1	740,000.00	740,000.00	3	20111113
	11	 	Olympia	WA	98506	1	1	 	999,000.00	3	20110926
	12	 	Ashland	OR	97520	1	1	1,300,000.00	1,350,000.00	3	20111212
	13	 	ELMHURST	IL	60126	1	1	 	725,000.00	3	20110913
	14	 	WINNETKA	IL	60093	1	1	1,301,717.00	1,300,000.00	3	20111026
	15	 	GLENVIEW	IL	60025	1	1	750,000.00	750,000.00	3	20111104
	16	 	Naperville	IL	60564	1	1	 	650,000.00	3	20110906
	17	 	EVANSTON	IL	60202	1	1	 	1,255,000.00	3	20110912
	18	 	GLENVIEW	IL	60025	1	1	 	800,000.00	3	20111027
	19	 	Northfield	IL	60093	1	1	 	1,450,000.00	3	20111112
	20	 	NAPERVILLE	IL	60540	1	1	 	1,000,000.00	3	20111129
	21	 	GLEN ELLYN	IL	60137	1	1	 	1,930,000.00	3	20110818
	22	 	RIVERSIDE	IL	60546	1	1	 	820,000.00	3	20111209
	23	 	WAYNESVILLE	MO	65583	1	1	 	810,000.00	3	20111226
	24	 	Portland	OR	97219	1	1	 	650,000.00	3	20111209
	25	 	Portland	OR	97211	1	1	715,000.00	725,000.00	3	20111214
	26	 	Castle Rock	CO	80108	6	1	1,110,000.00	1,350,000.00	3	20120112
	27	 	THE WOODLANDS	TX	77382	1	1	657,000.00	660,000.00	3	20111020
	28	 	PAWLEYS ISLAND	SC	29585	1	1	 	2,500,000.00	3	20111114
	29	 	HOUSTON	TX	77005	1	1	 	1,450,000.00	3	20111202
	30	 	Laguna Beach	CA	92651	7	1	 	1,950,000.00	3	20111115
	31	 	Highland Park	IL	60035	1	1	 	1,900,000.00	3	20111118
	32	 	Brentwood	TN	37027	7	1	 	650,000.00	3	20111209
	33	 	San Jose	CA	95125	1	1	 	900,000.00	3	20111008
	34	 	La Canada Flintridge	CA	91011	1	1	 	1,490,000.00	3	20111205
	35	 	Pleasanton	CA	94566	7	1	 	1,825,000.00	3	20120114
	36	 	Houston	TX	77055	1	1	 	950,000.00	3	20111219
	37	 	Corona	CA	92881	7	1	1,099,000.00	1,100,000.00	3	20111130
	38	 	Sierra Madre	CA	91024	1	1	 	1,240,000.00	3	20120108
	39	 	Franklin	TN	37067	1	1	595,000.00	595,000.00	3	20110919
	40	 	New York	NY	10128	1	1	 	4,150,000.00	3	20111102
	41	 	Manhasset	NY	11030	1	1	 	1,400,000.00	3	20111125
	42	 	New York	NY	10023	2	1	 	1,500,000.00	3	20111201
	43	 	BOYNTON BEACH	FL	33472	6	1	985,000.00	990,000.00	3	20111117
	44	 	FORT LAUDERDALE	FL	33301	1	1	750,000.00	785,000.00	3	20111110
	45	 	BATON ROUGE	LA	70808	7	1	 	1,050,000.00	3	20111027
	46	 	PORTLAND	OR	97239	4	1	 	1,075,000.00	3	20111129
	47	 	EL SEGUNDO	CA	90245	1	1	 	1,305,000.00	3	20111026
	48	 	CALABASAS	CA	91302	7	1	 	1,470,000.00	3	20110927
	49	 	MANHATTAN BEACH	CA	90266	1	1	 	1,350,000.00	3	20111004
	50	 	SAN CLEMENTE	CA	92672	7	1	 	1,390,000.00	3	20110915
	51	 	SAN DIEGO	CA	92121	6	1	 	750,000.00	3	20110919
	52	 	HOUSTON	TX	77005	1	1	 	2,800,000.00	3	20111006
	53	 	EAST HAMPTON	NY	11937	1	1	 	2,850,000.00	3	20110923
	54	 	AVON BY THE SEA	NJ	07717	1	2	1,300,000.00	1,220,000.00	3	20111101
	55	 	LAGUNA BEACH	CA	92651	1	1	1,800,000.00	2,100,000.00	3	20111204
	56	 	WESTLAKE VILLAGE	CA	91362	7	1	985,000.00	1,225,000.00	3	20111114
	57	 	CARLSBAD	CA	92009	7	1	 	1,100,000.00	3	20111026
	58	 	LA CANADA FLINTRIDGE	CA	91011	1	1	 	970,000.00	3	20111105
	59	 	BOCA RATON	FL	33486	7	1	675,000.00	675,000.00	3	20111129
	60	 	EL CAJON	CA	92019	1	1	 	1,225,000.00	3	20111022
	61	 	POWAY	CA	92064	1	1	850,000.00	850,000.00	3	20111119
	62	 	SIMPSONVILLE	SC	29681	7	1	 	995,000.00	3	20110923
	63	 	PHILADELPHIA	PA	19107	1	1	 	1,300,000.00	3	20110928
	64	 	WILMETTE	IL	60091	1	1	 	1,225,000.00	3	20111014
	65	 	MIAMI	FL	33179	1	1	554,888.00	556,000.00	3	20111020
	66	 	VILLA PARK	CA	92861	1	1	 	1,200,000.00	3	20111130
	67	 	LOS ALTOS	CA	94024	1	1	 	1,720,000.00	3	20111208
	68	 	MIAMI	FL	33156	1	1	850,000.00	850,000.00	3	20111209
	69	 	SOLANA BEACH	CA	92075	1	1	 	1,800,000.00	3	20111215
	70	 	HUNTINGTON BEACH	CA	92648	7	1	1,648,000.00	1,650,000.00	3	20111221
	71	 	PALO ALTO	CA	94306	1	1	 	2,000,000.00	3	20111224
	72	 	CHINO HILLS	CA	91709	7	1	 	715,000.00	3	20120106
	73	 	ANNANDALE	VA	22003	1	1	 	730,000.00	3	20111121
	74	 	GLEN HEAD	NY	11545	1	1	 	1,950,000.00	3	20111215
	75	 	MARSHFIELD	MA	02050	1	1	732,000.00	735,000.00	3	20120106
	76	 	NEWPORT BEACH	CA	92660	7	1	 	2,250,000.00	3	20120112
	77	 	MOUNTAIN VIEW	CA	94040	1	1	 	1,750,000.00	3	20120105
	78	 	San Marino	CA	91108	1	1	1,480,000.00	1,480,000.00	3	20110712
	79	 	HOBOKEN	NJ	07030	4	1	1,590,000.00	1,600,000.00	3	20110708
	80	 	TIBURON	CA	94920	1	1	1,125,000.00	1,125,000.00	3	20111007
	81	 	REDWOOD CITY	CA	94062	1	1	1,148,000.00	1,148,000.00	3	20111016
	82	 	MANHATTAN BEACH	CA	90266	1	1	2,051,500.00	2,051,500.00	3	20111003
	83	 	SAN FRANCISCO	CA	94127	1	1	844,500.00	845,000.00	3	20111011
	84	 	NAPA	CA	94558	1	1	1,275,000.00	1,285,000.00	3	20110927
	85	 	RYE	NY	10580	1	1	2,395,000.00	2,395,000.00	3	20110930
	86	 	LA QUINTA	CA	92253	6	2	 	930,000.00	3	20110927
	87	 	SAN MATEO	CA	94402	1	1	 	2,720,000.00	3	20110928
	88	 	KENTFIELD	CA	94904	1	2	1,400,000.00	1,500,000.00	3	20110921
	89	 	SANTA ROSA	CA	95404	1	2	 	950,000.00	3	20110919
	90	 	NEWPORT BEACH	CA	92657	6	1	 	1,350,000.00	3	20110916
	91	 	LARKSPUR	CA	94939	1	1	 	1,500,000.00	3	20110914
	92	 	ENCINO	CA	91436	1	1	 	1,685,000.00	3	20110906
	93	 	MILL VALLEY	CA	94941	1	1	 	1,800,000.00	3	20111003
	94	 	MENLO PARK	CA	94025	1	1	 	2,550,000.00	3	20110928
	95	 	MILL VALLEY	CA	94941	1	1	2,280,000.00	2,300,000.00	3	20110916
	96	 	MILL VALLEY	CA	94941	1	1	1,175,000.00	1,250,000.00	3	20110921
	97	 	TOPSFIELD	MA	01983	1	1	 	700,000.00	3	20110923
	98	 	SAUSALITO	CA	94965	1	1	 	1,800,000.00	3	20110909
	99	 	WOODSIDE	CA	94062	1	1	 	3,400,000.00	3	20110912
	100	 	BROOKLINE	MA	02467	1	1	 	2,425,000.00	3	20110916
	101	 	TIBURON	CA	94920	1	1	3,126,375.00	3,150,000.00	3	20110831
	102	 	NEW CANAAN	CT	06840	1	1	 	2,000,000.00	3	20110916
	103	 	HILLSBOROUGH	CA	94010	1	1	 	4,210,000.00	3	20110814
	104	 	LOS ANGELES	CA	91356	6	1	 	1,800,000.00	3	20110907
	105	 	BAY HARBOR ISLANDS	FL	33154	1	1	 	2,650,000.00	3	20110831
	106	 	MENLO PARK	CA	94025	1	1	 	1,715,000.00	3	20110915
	107	 	PACIFIC PALISADES	CA	90272	1	1	 	9,000,000.00	3	20110823
	108	 	TENAFLY	NJ	07670	1	1	 	3,360,000.00	3	20110907
	109	 	MENLO PARK	CA	94025	1	1	1,600,000.00	1,625,000.00	3	20111007
	110	 	SAN FRANCISCO	CA	94117	13	1	 	1,950,000.00	3	20110824
	111	 	BELL	CA	90201	13	3	 	200,000.00	3	20110820
	112	 	BELL	CA	90201	13	3	 	180,000.00	3	20110820
	113	 	SAN RAFAEL	CA	94903	6	1	895,000.00	895,000.00	3	20110808
	114	 	OAKLAND	CA	94601	1	3	68,000.00	77,000.00	3	20110809
	115	 	SAN FRANCISCO	CA	94107	15	3	 	950,000.00	3	20110817
	116	 	PALO ALTO	CA	94303	1	1	1,700,000.00	1,700,000.00	3	20110805
	117	 	SAN FRANCISCO	CA	94127	1	1	 	2,530,000.00	3	20110808
	118	 	WALNUT CREEK	CA	94597	13	3	530,000.00	530,000.00	3	20110722
	119	 	LOS ANGELES	CA	90035	1	1	1,295,000.00	1,295,000.00	3	20110725
	120	 	SAN FRANCISCO	CA	94118	13	1	 	1,475,000.00	3	20110728
	121	 	LOS ALTOS HILLS	CA	94022	1	1	 	3,900,000.00	3	20110726
	122	 	DAVIS	CA	95616	15	3	541,384.00	580,000.00	3	20110712
	123	 	DAVIS	CA	95616	13	3	435,000.00	445,000.00	3	20110712
	124	 	LOS ALTOS	CA	94024	1	1	 	1,450,000.00	3	20110216
	125	 	HILLSBOROUGH	CA	94010	1	1	2,825,000.00	2,825,000.00	3	20110713
	126	 	SAN FRANCISCO	CA	94114	13	3	 	3,500,000.00	3	20110721
	127	 	HILLSBOROUGH	CA	94010	1	1	 	4,800,000.00	3	20110803
	128	 	PALO ALTO	CA	94303	1	1	2,700,000.00	2,700,000.00	3	20110708
	129	 	PARK CITY	UT	84060	3	2	845,000.00	830,000.00	3	20110718
	130	 	SAN RAFAEL	CA	94901	1	1	 	1,100,000.00	3	20110713
	131	 	MENLO PARK	CA	94025	1	1	 	2,950,000.00	3	20110711
	132	 	PORTLAND	OR	97229	6	1	895,000.00	895,000.00	3	20110629
	133	 	PORTOLA VALLEY	CA	94028	1	1	 	3,200,000.00	3	20110714
	134	 	BOSTON	MA	02115	4	1	859,000.00	860,000.00	3	20110706
	135	 	HALEIWA	HI	96712	1	2	2,380,000.00	2,250,000.00	3	20110701
	136	 	HAYWARD	CA	94544	1	3	 	175,000.00	3	20110629
	137	 	PALO ALTO	CA	94301	1	1	 	9,000,000.00	3	20110713
	138	 	SAN MATEO	CA	94401	2	1	 	350,000.00	3	20110706
	139	 	PACIFICA	CA	94044	1	1	385,000.00	385,000.00	3	20110809
	140	 	NEW YORK	NY	10011	2	1	 	1,150,000.00	3	20110719
	141	 	NEW YORK	NY	10128	2	1	3,750,000.00	3,750,000.00	3	20110529
	142	 	RIDGEFIELD	CT	06877	1	1	1,199,000.00	1,225,000.00	3	20110628
	143	 	ORINDA	CA	94563	1	1	1,850,000.00	1,850,000.00	3	20110613
	144	 	LOS ANGELES	CA	90046	1	1	1,050,000.00	1,100,000.00	3	20110929
	145	 	LOS ANGELES	CA	90024	1	1	 	3,650,000.00	3	20110613
	146	 	ALAMO	CA	94507	1	1	2,150,000.00	2,200,000.00	3	20110606
	147	 	SAN DIEGO	CA	92130	6	1	2,900,000.00	2,900,000.00	3	20110602
	148	 	ARMONK	NY	10504	1	1	1,115,000.00	1,115,000.00	3	20110613
	149	 	NEW YORK	NY	10011	3	1	1,465,000.00	1,465,000.00	3	20110607
	150	 	LARCHMONT	NY	10538	1	1	2,305,000.00	2,305,000.00	3	20110610
	151	 	SARATOGA	CA	95070	1	1	 	2,600,000.00	3	20110518
	152	 	NOVATO	CA	94947	1	1	 	510,000.00	3	20110412
	153	 	SONOMA	CA	95476	13	3	 	550,000.00	3	20110713
	154	 	PACIFICA	CA	94044	1	1	 	750,000.00	3	20110802
	155	 	WELLESLEY	MA	02481	1	1	 	2,250,000.00	3	20111031
	156	 	BOSTON	MA	02115	3	1	925,000.00	930,000.00	3	20111109
	157	 	BROOKLYN	NY	11231	4	1	830,000.00	810,000.00	3	20110601
	158	 	NEW YORK	NY	10003	2	1	1,275,000.00	1,275,000.00	3	20110602
	159	 	NEW YORK	NY	10011	4	1	3,182,500.00	3,200,000.00	3	20110602
	160	 	ATHERTON	CA	94027	1	3	 	2,800,000.00	3	20110606
	161	 	CAMPBELL	CA	95008	1	1	640,207.00	645,000.00	3	20110610
	162	 	MILL VALLEY	CA	94941	1	1	2,050,000.00	2,050,000.00	3	20110613
	163	 	HEALDSBURG	CA	95448	1	1	 	5,100,000.00	3	20110623
	164	 	BROOKLYN	NY	11217	1	1	3,150,000.00	3,150,000.00	3	20110630
	165	 	MENLO PARK	CA	94025	1	1	 	1,700,000.00	3	20110706
	166	 	SAN FRANCISCO	CA	94121	1	1	 	3,300,000.00	3	20110707
	167	 	PORTOLA VALLEY	CA	94028	1	1	1,960,000.00	1,960,000.00	3	20110713
	168	 	PORTLAND	OR	97209	4	2	 	800,000.00	3	20110719
	169	 	NEW YORK	NY	10128	2	1	1,542,000.00	1,542,000.00	3	20110720
	170	 	SAN FRANCISCO	CA	94111	4	3	1,009,000.00	1,009,000.00	3	20110722
	171	 	WOODSIDE	CA	94062	1	1	 	1,600,000.00	3	20110726
	172	 	LA JOLLA	CA	92037	1	1	 	3,545,000.00	3	20110727
	173	 	PORTLAND	OR	97219	1	1	421,225.00	425,000.00	3	20110812
	174	 	VANCOUVER	WA	98686	6	1	351,000.00	354,000.00	3	20110815
	175	 	SAN FRANCISCO	CA	94103	4	1	4,975,000.00	4,350,000.00	3	20110831
	176	 	SAN FRANCISCO	CA	94123	1	1	1,625,000.00	1,625,000.00	3	20111004
	177	 	PORTLAND	OR	97212	13	3	625,000.00	630,000.00	3	20111006
	178	 	WOODSIDE	CA	94062	1	1	1,375,000.00	1,375,000.00	3	20111114
	179	 	SAN FRANCISCO	CA	94117	1	1	1,375,000.00	1,375,000.00	3	20111221
	180	 	SOUTHPORT	CT	06890	1	1	 	1,500,000.00	3	20111227
	181	 	SANTA ROSA	CA	95403	6	1	2,525,000.00	2,525,000.00	3	20111012
	182	 	MENLO PARK	CA	94025	1	1	 	2,225,000.00	3	20111118
	183	 	POINT PLEASANT BEACH	NJ	08742	1	2	915,000.00	975,000.00	3	20110928
	184	 	BEDFORD HILLS	NY	10507	1	1	 	3,000,000.00	3	20111128
	185	 	SANTA BARBARA	CA	93103	1	1	 	2,200,000.00	3	20111220
	186	 	PEBBLE BEACH	CA	93953	6	2	1,200,000.00	1,200,000.00	3	20111219
	187	 	LOS GATOS	CA	95032	1	1	 	2,150,000.00	3	20111227
	188	 	LEXINGTON	MA	02421	1	1	672,000.00	675,000.00	3	20120103
	189	 	WEST HOLLYWOOD	CA	90048	1	1	 	1,125,000.00	3	20120104
	190	 	TEANECK	NJ	07666	1	1	1,225,000.00	1,230,000.00	3	20120103
	191	 	BOSTON	MA	02118	4	1	 	1,250,000.00	3	20111228
	192	 	PORTOLA VALLEY	CA	94028	1	1	3,400,000.00	3,400,000.00	3	20120103
	193	 	Santa Barbara	CA	93111	1	1	 	875,000.00	3	20120104
	194	 	PETALUMA	CA	94952	1	2	950,000.00	970,000.00	3	20111213
	195	 	LOS ALAMITOS	CA	90720	1	1	820,000.00	820,000.00	3	20120116
	196	 	NEW YORK	NY	10065	2	1	1,218,000.00	1,400,000.00	3	20110908
	197	 	LOS ANGELES	CA	91436	1	1	 	2,000,000.00	3	20110908
	198	 	LOS ALTOS	CA	94024	1	1	 	2,975,000.00	3	20110926
	199	 	SAN FRANCISCO	CA	94121	1	1	 	2,425,000.00	3	20111214
	200	 	NEW YORK	NY	10024	2	1	2,775,000.00	2,775,000.00	3	20111104
	201	 	SANTA BARBARA	CA	93103	1	1	1,175,000.00	1,175,000.00	3	20111205
	202	 	NEW YORK	NY	10013	2	1	 	3,300,000.00	3	20110926
	203	 	SAN JOSE	CA	95138	6	1	 	3,300,000.00	3	20111004
	204	 	LOS ANGELES	CA	90291	13	1	 	1,805,000.00	3	20111006
	205	 	LOS ANGELES  SHERMAN OAKS	CA	91423	1	1	 	2,300,000.00	3	20111028
	206	 	GLEN ELLEN	CA	95442	1	1	 	5,200,000.00	3	20111017
	207	 	ST HELENA	CA	94574	1	1	 	2,600,000.00	3	20111130
	208	 	WESTON	MA	02493	1	1	 	6,500,000.00	3	20110914
	209	 	NEW YORK	NY	10026	4	1	1,401,000.00	1,401,000.00	3	20111024
	210	 	LAGUNA BEACH	CA	92651	1	1	1,447,000.00	1,447,000.00	3	20111031
	211	 	BEVERLY HILLS	CA	90212	1	1	 	3,350,000.00	3	20111102
	212	 	LOS ANGELES	CA	90291	13	3	 	1,525,000.00	3	20111104
	213	 	DEL MAR	CA	92014	1	1	 	2,700,000.00	3	20111024
	214	 	LOS ALTOS	CA	94024	1	1	2,325,000.00	2,325,000.00	3	20111028
	215	 	LOS ALTOS HILLS	CA	94022	1	1	 	2,500,000.00	3	20111115
	216	 	LOS ANGELES	CA	90077	1	1	3,550,000.00	3,550,000.00	3	20111031
	217	 	SONOMA	CA	95476	1	1	1,281,083.00	1,300,000.00	3	20111102
	218	 	PALO ALTO	CA	94301	1	1	3,440,000.00	3,440,000.00	3	20111101
	219	 	EAST HAMPTON	NY	11937	1	2	 	2,000,000.00	3	20111214
	220	 	LOS GATOS	CA	95030	1	1	 	1,530,000.00	3	20111207
	221	 	SAN FRANCISCO	CA	94117	4	1	 	1,200,000.00	3	20111212
	222	 	SAN FRANCISCO	CA	94118	4	1	1,540,000.00	1,540,000.00	3	20111130
	223	 	MONTE SERENO	CA	95030	1	1	 	2,500,000.00	3	20111214
	224	 	CHARLESTOWN	MA	02129	4	1	868,500.00	870,000.00	3	20111213
	225	 	WESTON	MA	02493	1	1	2,905,750.00	2,910,000.00	3	20120103
	226	 	SAN FRANCISCO	CA	94105	4	2	2,004,000.00	2,004,000.00	3	20120105
	227	 	NORTHRIDGE	CA	91326	1	1	 	675,000.00	3	20110708
	228	 	NEWTON	MA	02458	1	1	1,325,000.00	1,325,000.00	3	20111128
	229	 	SAN FRANCISCO	CA	94109	1	1	 	7,100,000.00	3	20111212
	230	 	SAN FRANCISCO	CA	94131	1	1	870,000.00	840,000.00	3	20111209
	231	 	PALO ALTO	CA	94303	1	1	1,515,000.00	1,550,000.00	3	20111205
	232	 	GOLETA AREA	CA	93117	15	3	 	1,450,000.00	3	20111117
	233	 	THE WOODLANDS	TX	77389	7	1	709,132.00	735,000.00	3	20111021
	234	 	CHULA VISTA	CA	91914	7	1	1,500,000.00	1,500,000.00	3	20110913
	235	 	WASHINGTON	DC	20016	1	1	 	1,390,000.00	3	20110810
	236	 	SAN DIEGO	CA	92103	1	1	 	1,225,000.00	3	20110818
	237	 	LOS ALTOS	CA	94024	1	1	 	2,400,000.00	3	20110908
	238	 	EDEN PRAIRIE	MN	55347	7	1	587,500.00	625,000.00	3	20110824
	239	 	LILYDALE	MN	55118	7	1	 	640,000.00	3	20110826
	240	 	SAN MARINO	CA	91108	1	1	 	1,565,000.00	3	20110928
	241	 	MANHATTAN BEACH	CA	90266	1	1	 	1,650,000.00	3	20110817
	242	 	PENSACOLA	FL	32501	1	1	560,000.00	560,000.00	3	20110811
	243	 	RICHMOND	VA	23221	7	1	 	1,497,500.00	3	20110909
	244	 	ARNOLD	MD	21012	7	1	 	1,500,000.00	3	20110825
	245	 	CLARKSVILLE	MD	21029	7	1	 	850,000.00	3	20110823
	246	 	GULF BREEZE	FL	32561	1	1	 	1,200,000.00	3	20110826
	247	 	MOUNT PLEASANT	SC	29464	1	1	965,000.00	1,000,000.00	3	20110907
	248	 	GRAFORD	TX	76449	1	2	1,041,048.00	1,045,000.00	3	20110919
	249	 	DALLAS	TX	75201	4	1	815,000.00	900,000.00	3	20111012
	250	 	DALLAS	TX	75205	1	1	938,475.00	1,075,000.00	3	20110826
	251	 	DAVIDSON	NC	28036	7	1	 	720,000.00	3	20110811
	252	 	FLEMING ISLAND	FL	32003	7	1	860,000.00	878,000.00	3	20110926
	253	 	UNIVERSITY PARK	TX	75225	7	1	 	1,310,000.00	3	20110829
	254	 	DALLAS	TX	75229	1	1	 	1,325,000.00	3	20110908
	255	 	THE WOODLANDS	TX	77389	7	1	701,716.00	700,000.00	3	20110801
	256	 	ENGLEWOOD	NJ	07631	1	1	997,500.00	1,025,000.00	3	20111020
	257	 	PEORIA	AZ	85383	7	1	 	1,250,000.00	3	20110810
	258	 	AUSTIN	TX	78746	1	1	 	1,100,000.00	3	20111006
	259	 	UNIVERSITY PARK	TX	75205	1	1	 	1,550,000.00	3	20110515
	260	 	SAN JOSE	CA	95124	1	1	 	685,000.00	3	20110920
	261	 	PACIFIC PALISADES	CA	90272	1	1	1,275,000.00	1,275,000.00	3	20110914
	262	 	LEAWOOD	KS	66224	7	1	 	1,200,000.00	3	20110818
	263	 	HENDERSON	NV	89052	7	1	935,913.00	1,000,000.00	3	20111013
	264	 	DALLAS	TX	75230	1	1	670,000.00	805,000.00	3	20111020
	265	 	AUSTIN	TX	78731	1	1	965,000.00	970,000.00	3	20110927
	266	 	UNIVERSITY PARK	TX	75205	1	1	659,000.00	680,000.00	3	20110928
	267	 	FORT WORTH	TX	76107	1	1	 	1,175,000.00	3	20110822
	268	 	DALLAS	TX	75225	1	1	995,000.00	995,000.00	3	20111212
	269	 	DALLAS	TX	75225	1	1	 	1,295,850.00	3	20111027
	270	 	PLANO	TX	75093	7	1	 	800,000.00	3	20111019
	271	 	DALLAS	TX	75225	1	1	 	2,664,800.00	3	20110816
	272	 	FORT WORTH	TX	76107	7	1	 	1,000,000.00	3	20111216
	273	 	BUDA	TX	78610	7	1	 	630,000.00	3	20111205
	274	 	DELAFIELD	WI	53018	1	1	 	1,620,000.00	3	20110815
	275	 	WESTPORT	CT	06880	1	1	 	1,170,000.00	3	20111116
	276	 	DALLAS	TX	75214	1	1	 	827,000.00	3	20111006
	277	 	AUSTIN	TX	78746	7	1	945,000.00	1,000,000.00	3	20111109
	278	 	GREENWOOD VILLAGE	CO	80121	7	1	 	1,350,000.00	3	20111204
	279	 	HOUSTON	TX	77024	7	1	 	1,000,000.00	3	20111003
	280	 	Highland Park	TX	75205	1	1	 	3,400,000.00	3	20111122
	281	 	PLANO	TX	75024	7	1	 	1,450,000.00	3	20110916
	282	 	DALLAS	TX	75230	1	1	 	1,300,000.00	3	20111007
	283	 	SOUTHLAKE	TX	76092	7	1	819,089.00	885,000.00	3	20111007
	284	 	COTO DE CAZA	CA	92679	7	1	2,650,000.00	2,650,000.00	3	20111121
	285	 	AUSTIN	TX	78703	1	1	 	1,200,000.00	3	20111121
	286	 	UNIVERSITY PARK	TX	75225	1	1	 	1,015,000.00	3	20111123
	287	 	UPPERCO	MD	21155	1	1	 	1,300,000.00	3	20111128
	288	 	COCKEYSVILLE	MD	21030	1	1	 	875,000.00	3	20111202
	289	 	DALLAS	TX	75214	1	1	730,000.00	730,000.00	3	20111206
	290	 	GREEN LAKE	WI	53946	1	2	 	2,550,000.00	3	20111207
	291	 	STUART	FL	34996	1	1	 	1,750,000.00	3	20111208
	292	 	TROUTMAN	NC	28166	7	1	1,075,000.00	1,150,000.00	3	20111209
	293	 	AUSTIN	TX	78732	7	1	699,999.00	700,000.00	3	20111210
	294	 	SACRAMENTO	CA	95816	1	1	855,000.00	855,000.00	3	20111216
	295	 	CARY	NC	27513	7	1	1,225,000.00	1,250,000.00	3	20111221
	296	 	Hot Springs Village	AR	71909	7	2	 	660,000.00	3	20111221
	297	 	DEVON	PA	19333	1	1	 	1,535,000.00	3	20120103
	298	 	RALEIGH	NC	27613	7	1	999,900.00	1,000,000.00	3	20120105
	299	 	DALLAS	TX	75209	1	1	 	1,350,000.00	3	20120105
	300	 	CELINA	TX	75009	1	1	 	900,000.00	3	20120106
	301	 	SOLANA BEACH	CA	92075	7	1	 	1,300,000.00	3	20110715
	302	 	HOUSTON	TX	77005	1	1	 	1,205,000.00	3	20110827
	303	 	HOUSTON	TX	77055	1	1	 	1,020,000.00	3	20111109
	304	 	BASS LAKE	CA	93604	1	1	 	650,000.00	3	20111110
	305	 	ALPHARETTA	GA	30004	7	1	950,000.00	950,000.00	3	20111123
	306	 	DOWNERS GROVE	IL	60515	1	1	990,000.00	990,000.00	3	20111129
	307	 	FLOWER MOUND	TX	75022	7	1	 	610,000.00	3	20120106
	308	 	SAN ANTONIO	TX	78232	1	1	 	1,200,000.00	3	20120116
	309	 	KANSAS CITY	MO	64110	7	1	 	1,000,000.00	3	20111229
	310	 	TOWNSEND	TN	37882	1	1	 	825,000.00	3	20111122
	311	 	KNOXVILLE	TN	37922	1	1	650,000.00	652,000.00	3	20111212
	312	 	DESTIN	FL	32541	7	2	715,000.00	725,000.00	3	20120112
	313	 	SOUTHLAKE	TX	76092	7	1	 	1,100,000.00	3	20111116
	314	 	DALLAS	TX	75229	1	1	 	2,400,000.00	3	20120113
	315	 	NISSWA	MN	56468	1	2	 	2,150,000.00	3	20111209
	316	 	UNIVERSITY PARK	TX	75205	1	1	 	1,600,000.00	3	20111013
	317	 	FRISCO	TX	75034	7	1	761,500.00	890,000.00	3	20111026
	318	 	DENVER	CO	80206	1	1	 	1,780,000.00	3	20111005
	319	 	NEW YORK	NY	10023	2	1	 	2,335,000.00	3	20110825
	320	 	SAN DIEGO	CA	92130	7	1	1,080,000.00	1,080,000.00	3	20111003
	321	 	LEAWOOD	KS	66224	7	1	 	630,000.00	3	20111012
	322	 	SAINT LOUIS	MO	63108	4	1	775,000.00	775,000.00	3	20111006
	323	 	SCOTTSDALE	AZ	85255	7	2	1,378,400.00	1,400,000.00	3	20111006
	324	 	GREENWOOD VILLAGE	CO	80121	7	1	1,300,000.00	1,330,000.00	3	20110928
	325	 	LOS GATOS	CA	95032	1	1	 	1,660,000.00	3	20110924
	326	 	LOOKOUT MOUNTAIN	TN	37350	1	1	1,192,500.00	1,200,000.00	3	20110815
	327	 	CHATHAM TWP	NJ	07928	1	1	1,265,000.00	1,265,000.00	3	20111109
	328	 	MACON	GA	31220	1	1	799,500.00	850,000.00	3	20111123
	329	 	SCOTTSDALE	AZ	85260	7	1	750,000.00	750,000.00	3	20111215
	330	 	MANHATTAN BEACH	CA	90266	1	1	 	1,900,000.00	3	20110816
	331	 	DALLAS	TX	75220	1	1	 	1,350,000.00	3	20110902
	332	 	WILMINGTON	NC	28409	1	1	 	2,000,000.00	3	20110916
	333	 	PORTLAND	OR	97201	1	1	 	1,825,000.00	3	20110929
	334	 	SOMIS	CA	93066	7	1	 	1,100,000.00	3	20111007
	335	 	MILFORD	MI	48380	7	1	729,000.00	730,000.00	3	20111017
	336	 	FRIDAY HARBOR	WA	98250	1	2	 	1,275,000.00	3	20111027
	337	 	BERKELEY HEIGHTS	NJ	07922	1	1	1,100,000.00	1,100,000.00	3	20111027
	338	 	RANCHO PALOS VERDES	CA	90275	7	2	3,850,000.00	3,850,000.00	3	20111103
	339	 	LA QUINTA	CA	92253	7	2	1,100,000.00	1,100,000.00	3	20111108
	340	 	HOUSTON	TX	77009	1	1	780,000.00	790,000.00	3	20111109
	341	 	BRENTWOOD	TN	37027	1	1	775,000.00	790,000.00	3	20111111
	342	 	HOUSTON	TX	77024	1	1	1,117,380.00	1,153,000.00	3	20111115
	343	 	DENVER	CO	80210	1	1	 	1,100,000.00	3	20111123
	344	 	VACAVILLE	CA	95688	1	1	625,000.00	630,000.00	3	20111205
	345	 	KATY	TX	77494	7	1	745,213.00	755,000.00	3	20111209
	346	 	OGDEN	UT	84414	1	1	 	900,000.00	3	20110831
	347	 	LOS ANGELES	CA	90034	1	1	1,550,000.00	1,600,000.00	3	20111123
	348	 	VIENNA	VA	22181	1	1	 	1,242,000.00	3	20110823
	349	 	NAPERVILLE	IL	60563	1	1	 	855,000.00	3	20111006
	350	 	WALLOON LAKE	MI	49796	1	1	 	1,260,000.00	3	20111017
	351	 	ANAHEIM	CA	92808	1	1	 	1,395,000.00	3	20110915
	352	 	DARIEN	CT	06820	1	1	 	950,000.00	3	20111011
	353	 	ONAWAY	MI	49765	1	1	 	1,150,000.00	3	20111005
	354	 	PALOS VERDES ESTATES	CA	90274	1	1	 	1,410,000.00	3	20111028
	355	 	LITTLE ELM	TX	75068	7	1	570,000.00	600,000.00	3	20111020
	356	 	MANHATTAN BEACH	CA	90266	3	1	 	1,650,000.00	3	20111022
	357	 	WESTWOOD	MA	02090	1	1	 	1,200,000.00	3	20111110
	358	 	SAN DIEGO	CA	92130	1	1	 	1,075,000.00	3	20111110
	359	 	SAN MATEO	CA	94402	1	1	 	1,480,000.00	3	20111205
	360	 	HANSVILLE	WA	98340	1	2	 	730,000.00	3	20111228
	361	 	MASON	OH	45040	7	1	885,000.00	885,000.00	3	20111219
	362	 	CAMAS	WA	98607	7	1	800,000.00	800,000.00	3	20120112
	363	 	PARK CITY	UT	84098	7	1	 	1,500,000.00	3	20111206
	364	 	VALLEYFORD	WA	99036	1	1	 	561,000.00	3	20111017
	365	 	TUCSON	AZ	85750	7	1	1,175,000.00	1,175,000.00	3	20111031
	366	 	SAN ANTONIO	TX	78258	7	1	1,739,000.00	1,835,000.00	3	20111220







 





	 	128	129	130	131	132	133	134	135	136	137	138	139
	KEY	Original Automated
 Valuation Model
 (AVM) Model Name	Original 

AVM
 Confidence Score	Most Recent
 Property Value2	Most 

Recent
 Property Valuation
 Type	Most 

Recent
 Property Valuation
 Date	Most 

Recent 

AVM
 Model Name	Most 

Recent 

AVM
 Confidence Score	Original CLTV	Original LTV	Original Pledged
 Assets	Mortgage Insurance
 Company Name	Mortgage Insurance
 Percent
	1	 	 	 	 	 	 	 	0.7364	0.5221	0	0	0
	2	 	 	 	 	 	 	 	0.4653	0.4653	0	0	0
	3	 	 	 	 	 	 	 	0.5600	0.5600	0	0	0
	4	 	 	 	 	 	 	 	0.7000	0.7000	0	0	0
	5	 	 	 	 	 	 	 	0.7364	0.7364	0	0	0
	6	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	7	 	 	 	 	 	 	 	0.7933	0.7933	0	0	0
	8	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	9	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	10	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	11	 	 	 	 	 	 	 	0.7425	0.6807	0	0	0
	12	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	13	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	14	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	15	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	16	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	17	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	18	 	 	 	 	 	 	 	0.7000	0.6563	0	0	0
	19	 	 	 	 	 	 	 	0.4886	0.4886	0	0	0
	20	 	 	 	 	 	 	 	0.7510	0.7510	0	0	0
	21	 	 	 	 	 	 	 	0.6606	0.6606	0	0	0
	22	 	 	 	 	 	 	 	0.6707	0.6707	0	0	0
	23	 	 	 	 	 	 	 	0.6944	0.6944	0	0	0
	24	 	 	 	 	 	 	 	0.7192	0.7192	0	0	0
	25	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	26	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	27	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	28	 	 	 	 	 	 	 	0.6000	0.6000	0	0	0
	29	 	 	 	 	 	 	 	0.5079	0.5079	0	0	0
	30	 	 	 	 	 	 	 	0.6410	0.6410	0	0	0
	31	 	 	 	 	 	 	 	0.7000	0.7000	0	0	0
	32	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	33	 	 	 	 	 	 	 	0.7469	0.7222	0	0	0
	34	 	 	 	 	 	 	 	0.6595	0.6595	0	0	0
	35	 	 	 	 	 	 	 	0.5381	0.5381	0	0	0
	36	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	37	 	 	 	 	 	 	 	0.7491	0.7491	0	0	0
	38	 	 	 	 	 	 	 	0.6653	0.6653	0	0	0
	39	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	40	 	 	 	 	 	 	 	0.2400	0.2400	0	0	0
	41	 	 	 	 	 	 	 	0.5114	0.5114	0	0	0
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	334	 	 	 	 	 	 	 	0.7000	0.7000	0	0	0
	335	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	336	 	 	 	 	 	 	 	0.7000	0.7000	0	0	0
	337	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	338	 	 	 	 	 	 	 	0.5195	0.5195	0	0	0
	339	 	 	 	 	 	 	 	0.5455	0.5455	0	0	0
	340	 	 	 	 	 	 	 	0.7436	0.7436	0	0	0
	341	 	 	 	 	 	 	 	0.7000	0.7000	0	0	0
	342	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0
	343	 	 	 	 	 	 	 	0.6498	0.5111	0	0	0
	344	 	 	 	 	 	 	 	0.7000	0.7000	0	0	0
	345	 	 	 	 	 	 	 	0.6978	0.6978	0	0	0
	346	 	 	 	 	 	 	 	0.7667	0.7033	0	0	0
	347	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	348	 	 	 	 	 	 	 	0.8000	0.7212	0	0	0
	349	 	 	 	 	 	 	 	0.6368	0.6368	0	0	0
	350	 	 	 	 	 	 	 	0.5959	0.4173	0	0	0
	351	 	 	 	 	 	 	 	0.7409	0.6584	0	0	0
	352	 	 	 	 	 	 	 	0.7222	0.7222	0	0	0
	353	 	 	 	 	 	 	 	0.8000	0.5044	0	0	0
	354	 	 	 	 	 	 	 	0.7092	0.7092	0	0	0
	355	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	356	 	 	 	 	 	 	 	0.5870	0.5870	0	0	0
	357	 	 	 	 	 	 	 	0.6200	0.6200	0	0	0
	358	 	 	 	 	 	 	 	0.5902	0.5902	0	0	0
	359	 	 	 	 	 	 	 	0.5436	0.5436	0	0	0
	360	 	 	 	 	 	 	 	0.6507	0.6507	0	0	0
	361	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	362	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	363	 	 	 	 	 	 	 	0.5695	0.5695	0	0	0
	364	 	 	 	 	 	 	 	0.6232	0.6232	0	0	0
	365	 	 	 	 	 	 	 	0.8000	0.8000	0	0	0
	366	 	 	 	 	 	 	 	0.7500	0.7500	0	0	0







 





	 	140	141	142	143	144	145	146	147	148	149	150
	KEY	MI: Lender or
 Borrower Paid?	Pool Insurance Co.
 Name	Pool Insurance Stop
 Loss %	MI Certificate
 Number	Updated DTI
 (Front-end)	Updated DTI
 (Back-end)	Modification
 Effective Payment
 Date	Total Capitalized
 Amount	Total Deferred
 Amount	Pre-Modification
 Interest (Note) Rate	Pre-Modification P&I
 Payment
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	366	 	 	 	 	 	 	 	 	 	 	 







 





	 	151	152	153	154	155	156
	KEY	Pre-Modification
 Initial Interest Rate
 Change Downward
 Cap	Pre-Modification
 Subsequent Interest
 Rate Cap	Pre-Modification
 Next Interest Rate
 Change Date	Pre-Modification I/O
 Term	Forgiven Principal
 Amount	Forgiven Interest
 Amount
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	 	157	158	159	160	161	162	163	164
	KEY	Number of
 Modifications	Cash To/From Brrw at Closing	Brrw - Yrs at in Industry	CoBrrw - Yrs at in Industry	Junior Mortgage Drawn Amount	Maturity Date	Primary Borrower Wage Income (Salary)	Primary Borrower Wage Income (Bonus)
	1	 	 	0.00	 	300,000.00	20420201	2,259.80	0.00
	2	 	 	10.00	0.00	0.00	20420201	20,433.87	0.00
	3	 	 	28.00	 	0.00	20420201	17,774.62	0.00
	4	 	 	11.00	15.00	0.00	20420201	9,033.19	3,077.16
	5	 	 	10.00	 	0.00	20420201	25,669.00	0.00
	6	 	 	1.00	18.00	0.00	20420301	0.00	0.00
	7	 	 	13.10	 	0.00	20411201	40,368.00	0.00
	8	 	 	7.70	 	0.00	20411201	20,000.00	0.00
	9	 	 	18.00	 	0.00	20411101	31,438.00	0.00
	10	 	 	3.30	3.70	0.00	20420101	15,000.00	0.00
	11	 	 	27.00	 	61,596.00	20411201	15,082.00	0.00
	12	 	 	6.90	6.80	0.00	20420101	34,488.00	0.00
	13	 	 	11.00	7.50	0.00	20411201	13,333.00	0.00
	14	 	 	6.00	 	0.00	20411201	22,083.00	5,968.00
	15	 	 	9.00	5.00	0.00	20411201	8,756.00	0.00
	16	 	 	14.00	21.00	0.00	20420101	12,072.92	0.00
	17	 	 	17.00	18.00	0.00	20411201	14,737.19	0.00
	18	 	 	17.00	0.00	35,000.00	20420101	13,749.99	0.00
	19	 	 	20.00	 	0.00	20420101	20,950.00	0.00
	20	 	 	20.00	0.00	0.00	20420101	10,583.34	8,333.33
	21	 	 	20.00	 	0.00	20411201	31,041.67	0.00
	22	 	 	28.00	 	0.00	20420201	80,047.96	0.00
	23	 	 	9.00	10.00	0.00	20420201	15,130.96	0.00
	24	 	 	15.00	18.00	0.00	20420201	3,201.25	0.00
	25	 	 	5.00	 	0.00	20420201	18,750.00	0.00
	26	 	 	20.00	 	0.00	20420201	13,344.49	0.00
	27	 	 	14.00	 	0.00	20411201	19,048.00	0.00
	28	 	 	20.00	 	0.00	20420201	48,879.00	0.00
	29	 	 	9.00	0.00	0.00	20420201	16,666.66	32,125.00
	30	 	 	18.00	0.00	0.00	20420101	26,830.00	0.00
	31	 	 	3.00	0.00	0.00	20420101	23,177.00	0.00
	32	 	 	8.00	 	0.00	20420101	18,454.15	0.00
	33	 	 	29.80	 	22,239.00	20420101	25,908.34	0.00
	34	 	 	3.00	 	0.00	20420101	37,429.05	0.00
	35	 	 	13.00	 	0.00	20420301	25,000.02	0.00
	36	 	 	15.00	 	0.00	20420201	19,750.00	0.00
	37	 	 	8.00	 	0.00	20420101	20,826.17	0.00
	38	 	 	5.92	 	0.00	20420301	22,278.17	0.00
	39	 	 	2.00	 	0.00	20411001	14,923.00	0.00
	40	 	 	20.00	 	0.00	20420101	157,825.08	0.00
	41	 	 	17.00	 	0.00	20420201	18,692.30	0.00
	42	 	 	26.00	 	0.00	20420301	20,416.33	0.00
	43	 	 	20.00	 	0.00	20420101	8,204.75	0.00
	44	 	 	10.00	 	0.00	20420101	20,264.70	10,127.00
	45	 	 	14.00	 	0.00	20420101	27,468.90	0.00
	46	 	 	0.00	 	0.00	20420101	7,234.00	0.00
	47	 	 	37.00	 	0.00	20420101	42,833.00	0.00
	48	 	 	0.00	 	0.00	20411201	11,253.00	0.00
	49	 	 	9.00	13.00	0.00	20411201	9,666.66	0.00
	50	 	 	32.00	29.00	0.00	20411201	9,281.40	0.00
	51	 	 	10.00	 	0.00	20411201	8,813.87	1,126.08
	52	 	 	23.00	 	0.00	20411201	49,301.00	0.00
	53	 	 	16.00	 	0.00	20420101	33,678.00	0.00
	54	 	 	25.00	 	0.00	20411201	47,208.33	0.00
	55	 	 	27.00	 	0.00	20420101	83,944.00	0.00
	56	 	 	10.00	 	0.00	20420101	15,335.00	0.00
	57	 	 	0.00	 	0.00	20420101	10,247.00	0.00
	58	 	 	20.00	20.00	0.00	20420101	8,663.30	0.00
	59	 	 	10.00	 	0.00	20420101	19,754.89	0.00
	60	 	 	16.00	3.00	0.00	20420101	17,217.00	0.00
	61	 	 	18.00	 	0.00	20420101	19,166.67	0.00
	62	 	 	17.00	17.00	0.00	20420101	4,851.00	0.00
	63	 	 	8.00	10.00	0.00	20420201	14,961.00	0.00
	64	 	 	12.00	0.00	0.00	20420201	5,364.67	3,368.96
	65	 	 	13.00	 	0.00	20420201	11,499.31	0.00
	66	 	 	9.00	0.00	0.00	20420201	41,350.00	0.00
	67	 	 	0.00	 	0.00	20420201	10,729.67	0.00
	68	 	 	10.00	15.00	0.00	20420201	0.00	0.00
	69	 	 	26.00	0.00	495,000.00	20420201	20,683.81	0.00
	70	 	 	20.00	0.00	0.00	20420201	35,332.44	0.00
	71	 	 	19.00	0.00	0.00	20420201	33,650.00	0.00
	72	 	 	20.00	0.00	0.00	20420201	12,691.31	0.00
	73	 	 	20.00	 	0.00	20420301	8,161.33	0.00
	74	 	 	32.00	 	0.00	20420301	16,740.00	0.00
	75	 	 	9.00	 	0.00	20420301	26,038.93	0.00
	76	 	 	17.00	0.00	0.00	20420301	123,062.77	0.00
	77	 	 	10.00	0.00	0.00	20420301	16,666.66	0.00
	78	 	 	9.00	 	0.00	20410901	27,083.00	0.00
	79	 	 	20.00	 	0.00	20410901	28,560.00	0.00
	80	 	 	25.00	11.00	0.00	20411201	12,375.00	2,916.00
	81	 	 	11.00	15.00	0.00	20411101	6,667.00	0.00
	82	 	 	21.00	 	0.00	20411101	27,945.00	0.00
	83	 	 	9.00	 	0.00	20411101	20,792.00	0.00
	84	 	 	15.00	 	0.00	20411101	21,667.00	0.00
	85	 	 	16.00	 	300,000.00	20411101	25,000.00	10,189.00
	86	 	 	36.00	13.00	0.00	20411101	21,042.00	0.00
	87	 	 	21.00	21.00	67,500.00	20411101	32,500.00	9,750.00
	88	 	 	20.00	 	0.00	20411101	16,921.00	15,583.00
	89	 	 	25.00	 	130,000.00	20411101	0.00	0.00
	90	 	 	10.00	 	0.00	20411101	0.00	0.00
	91	 	 	29.00	 	200,000.00	20411101	59,117.00	0.00
	92	 	 	18.00	15.00	183,000.00	20411101	0.00	0.00
	93	 	 	33.00	 	0.00	20411201	25,546.00	0.00
	94	 	 	10.00	 	0.00	20411101	29,167.00	0.00
	95	 	 	12.00	16.00	0.00	20411101	13,333.00	0.00
	96	 	 	13.00	4.00	0.00	20411101	16,667.00	8,333.00
	97	 	 	4.00	 	0.00	20411101	16,505.00	0.00
	98	 	 	23.00	 	110,000.00	20411101	0.00	0.00
	99	 	 	30.00	25.00	700,000.00	20411101	0.00	0.00
	100	 	 	12.00	 	0.00	20411101	19,375.00	9,000.00
	101	 	 	2.00	 	0.00	20411001	0.00	0.00
	102	 	 	12.00	 	0.00	20411101	37,338.00	0.00
	103	 	 	15.00	 	150,000.00	20411001	23,997.00	0.00
	104	 	 	12.00	12.00	250,000.00	20411101	52,636.00	0.00
	105	 	 	40.00	 	0.00	20411101	0.00	0.00
	106	 	 	15.00	 	371,250.00	20411101	27,464.00	0.00
	107	 	 	9.00	2.00	425,000.00	20411101	0.00	0.00
	108	 	 	13.00	11.00	240,000.00	20411001	50,000.00	0.00
	109	 	 	5.00	 	0.00	20411101	20,000.00	0.00
	110	 	 	12.00	20.00	150,000.00	20411001	12,500.00	0.00
	111	 	 	20.00	25.00	0.00	20411001	2,550.00	0.00
	112	 	 	20.00	25.00	0.00	20411001	2,550.00	0.00
	113	 	 	8.00	3.00	0.00	20411001	3,333.00	0.00
	114	 	 	18.00	10.00	0.00	20411001	6,205.00	0.00
	115	 	 	18.00	10.00	0.00	20411001	6,205.00	0.00
	116	 	 	12.00	15.00	0.00	20410901	21,600.00	0.00
	117	 	 	31.00	15.00	0.00	20411001	10,833.00	0.00
	118	 	 	0.00	 	0.00	20410901	0.00	0.00
	119	 	 	13.00	17.00	0.00	20411001	12,500.00	16,833.00
	120	 	 	33.00	 	70,000.00	20410901	20,638.00	0.00
	121	 	 	30.00	 	0.00	20410901	25,516.00	7,917.00
	122	 	 	50.00	 	0.00	20410901	0.00	0.00
	123	 	 	50.00	 	0.00	20410901	0.00	0.00
	124	 	 	14.00	 	0.00	20410901	13,917.00	1,250.00
	125	 	 	9.00	10.00	118,750.00	20410901	20,000.00	0.00
	126	 	 	16.00	 	250,000.00	20410901	26,216.00	0.00
	127	 	 	35.00	 	100,000.00	20411001	1,923.00	0.00
	128	 	 	10.00	2.00	0.00	20410801	22,981.00	10,000.00
	129	 	 	7.00	 	0.00	20410901	82,917.00	0.00
	130	 	 	17.00	16.00	0.00	20410901	12,500.00	0.00
	131	 	 	11.00	6.00	0.00	20410901	30,346.00	0.00
	132	 	 	20.00	20.00	0.00	20410901	20,934.00	0.00
	133	 	 	24.00	 	0.00	20410901	19,167.00	0.00
	134	 	 	20.00	 	0.00	20410801	17,083.00	0.00
	135	 	 	22.00	 	0.00	20410801	4,000.00	0.00
	136	 	 	18.00	10.00	0.00	20410901	0.00	0.00
	137	 	 	17.00	 	500,000.00	20411101	33,388.00	41,667.00
	138	 	 	2.00	 	0.00	20410901	3,777.00	0.00
	139	 	 	32.00	2.00	0.00	20410901	2,986.00	0.00
	140	 	 	27.00	14.00	0.00	20411001	11,375.00	0.00
	141	 	 	18.00	 	0.00	20410801	125,000.00	0.00
	142	 	 	12.00	7.00	0.00	20410801	10,417.00	0.00
	143	 	 	11.00	 	0.00	20410801	44,037.00	0.00
	144	 	 	25.00	 	0.00	20411101	13,789.00	3,098.00
	145	 	 	28.00	 	900,000.00	20410901	0.00	0.00
	146	 	 	15.00	 	220,000.00	20410901	16,666.00	25,291.00
	147	 	 	21.00	 	900,000.00	20410701	8,625.00	0.00
	148	 	 	10.00	 	0.00	20410901	20,417.00	0.00
	149	 	 	3.00	5.00	0.00	20410701	8,333.00	0.00
	150	 	 	8.00	10.00	275,000.00	20410901	92,500.00	0.00
	151	 	 	15.00	9.00	600,000.00	20410701	16,722.00	5,000.00
	152	 	 	4.00	4.00	0.00	20410901	0.00	0.00
	153	 	 	15.00	 	0.00	20410801	19,500.00	0.00
	154	 	 	24.00	3.00	183,000.00	20411001	14,645.00	0.00
	155	 	 	5.00	 	0.00	20411201	20,833.34	31,322.34
	156	 	 	23.00	 	0.00	20420101	12,500.00	0.00
	157	 	 	20.00	20.00	0.00	20410701	0.00	0.00
	158	 	 	1.00	 	0.00	20410901	26,187.50	9,820.35
	159	 	 	5.00	4.00	0.00	20410801	3,000.00	0.00
	160	 	 	11.00	 	0.00	20410801	0.00	0.00
	161	 	 	8.00	11.00	0.00	20410801	11,916.67	0.00
	162	 	 	22.00	10.00	0.00	20410801	14,132.00	0.00
	163	 	 	20.00	20.00	0.00	20410801	9,610.00	0.00
	164	 	 	17.00	19.00	500,000.00	20410901	0.00	0.00
	165	 	 	12.00	13.00	0.00	20410801	21,668.25	1,666.00
	166	 	 	18.00	0.00	750,000.00	20410901	0.00	0.00
	167	 	 	25.00	0.00	570,000.00	20410901	25,833.17	8,740.58
	168	 	 	0.00	 	0.00	20410901	6,250.00	0.00
	169	 	 	13.00	11.00	0.00	20410901	25,897.00	0.00
	170	 	 	0.00	0.00	0.00	20410901	5,697.64	0.00
	171	 	 	26.00	 	0.00	20410901	11,362.50	0.00
	172	 	 	26.00	26.00	0.00	20410901	17,237.21	0.00
	173	 	 	15.00	 	0.00	20411001	11,041.68	0.00
	174	 	 	4.00	7.00	0.00	20410901	0.00	0.00
	175	 	 	30.00	 	0.00	20411001	192,106.00	0.00
	176	 	 	20.00	 	450,000.00	20411101	18,883.00	7,708.00
	177	 	 	23.00	 	0.00	20411101	0.00	0.00
	178	 	 	4.00	5.00	0.00	20411201	17,500.00	0.00
	179	 	 	5.00	 	0.00	20420101	22,783.33	0.00
	180	 	 	25.00	0.00	0.00	20420201	10,416.68	4,166.67
	181	 	 	7.00	10.00	0.00	20411201	179,885.00	0.00
	182	 	 	11.00	13.00	0.00	20420101	29,166.66	0.00
	183	 	 	10.00	 	0.00	20420201	0.00	0.00
	184	 	 	35.00	28.00	0.00	20420301	75,463.50	0.00
	185	 	 	0.00	30.00	0.00	20420301	0.00	0.00
	186	 	 	15.00	 	0.00	20420201	0.00	0.00
	187	 	 	14.00	14.00	0.00	20420201	42,469.28	0.00
	188	 	 	10.00	9.00	0.00	20420301	7,431.00	0.00
	189	 	 	4.00	2.00	0.00	20420201	0.00	0.00
	190	 	 	13.00	 	0.00	20420201	12,500.00	18,333.34
	191	 	 	6.00	0.00	0.00	20420301	0.00	0.00
	192	 	 	10.00	10.00	0.00	20420201	0.00	0.00
	193	 	 	41.00	24.00	0.00	20420301	22,109.00	0.00
	194	 	 	20.00	 	0.00	20420201	0.00	0.00
	195	 	 	9.00	0.00	0.00	20420201	16,666.67	0.00
	196	 	 	15.00	 	0.00	20420101	67,624.00	0.00
	197	 	 	7.00	7.00	0.00	20411201	18,145.00	0.00
	198	 	 	20.00	10.00	0.00	20411201	19,026.00	0.00
	199	 	 	10.00	14.00	0.00	20420201	30,000.00	0.00
	200	 	 	22.00	7.00	0.00	20420201	40,371.00	0.00
	201	 	 	28.00	32.00	0.00	20420201	6,813.00	0.00
	202	 	 	16.00	14.00	0.00	20411201	78,747.12	0.00
	203	 	 	19.00	 	0.00	20420101	0.00	0.00
	204	 	 	17.00	 	0.00	20420101	0.00	0.00
	205	 	 	17.00	 	0.00	20411201	34,666.67	5,570.81
	206	 	 	2.00	2.00	0.00	20411201	0.00	0.00
	207	 	 	40.00	 	0.00	20420101	50,000.00	0.00
	208	 	 	1.00	 	0.00	20411201	0.00	0.00
	209	 	 	16.00	 	0.00	20420101	17,656.25	0.00
	210	 	 	30.00	 	0.00	20411201	3,291.88	0.00
	211	 	 	20.00	3.00	0.00	20420101	0.00	0.00
	212	 	 	20.00	 	0.00	20420101	11,784.00	0.00
	213	 	 	27.00	 	0.00	20420101	0.00	0.00
	214	 	 	25.00	 	0.00	20411201	0.00	0.00
	215	 	 	30.00	30.00	0.00	20420101	10,083.34	0.00
	216	 	 	25.00	20.00	0.00	20411201	86,395.83	0.00
	217	 	 	25.00	26.00	0.00	20420101	12,500.00	0.00
	218	 	 	12.00	8.00	0.00	20411201	23,983.00	7,813.00
	219	 	 	16.00	15.00	0.00	20420201	20,833.34	0.00
	220	 	 	15.00	18.00	0.00	20420101	36,472.00	6,199.38
	221	 	 	34.00	34.00	0.00	20420201	3,770.00	0.00
	222	 	 	17.00	 	0.00	20420101	8,833.35	0.00
	223	 	 	1.00	36.00	0.00	20420201	0.00	0.00
	224	 	 	19.00	14.00	0.00	20420101	8,166.67	0.00
	225	 	 	1.00	 	0.00	20420201	15,171.00	13,303.00
	226	 	 	16.00	12.00	0.00	20420201	19,305.56	19,305.56
	227	 	 	18.00	0.00	0.00	20410901	12,833.84	0.00
	228	 	 	2.00	4.00	60,000.00	20420101	15,423.00	0.00
	229	 	 	27.00	17.00	0.00	20420201	83,133.00	0.00
	230	 	 	23.00	12.00	0.00	20420101	14,447.00	0.00
	231	 	 	3.00	12.00	0.00	20420201	8,333.34	0.00
	232	 	 	37.00	2.00	0.00	20420101	0.00	0.00
	233	 	 	32.00	 	0.00	20411201	21,333.00	0.00
	234	 	 	3.00	23.00	0.00	20411001	38,912.00	0.00
	235	 	 	10.00	10.00	0.00	20411001	23,493.00	0.00
	236	 	 	18.00	 	0.00	20411001	29,083.00	0.00
	237	 	 	25.00	 	0.00	20411101	20,356.00	10,061.00
	238	 	 	37.00	 	0.00	20411001	13,025.00	0.00
	239	 	 	38.00	 	0.00	20411101	18,401.00	0.00
	240	 	 	11.00	11.00	0.00	20411201	23,192.00	0.00
	241	 	 	22.00	 	0.00	20411001	19,167.00	0.00
	242	 	 	11.00	10.00	0.00	20411001	17,657.00	0.00
	243	 	 	12.00	 	0.00	20411001	12,859.00	82,917.00
	244	 	 	15.00	 	200,000.00	20411001	36,863.00	0.00
	245	 	 	14.00	20.00	0.00	20411101	14,600.00	0.00
	246	 	 	13.00	 	0.00	20411101	49,334.00	0.00
	247	 	 	25.00	 	0.00	20411001	104,862.00	0.00
	248	 	 	31.00	 	0.00	20411001	36,791.00	0.00
	249	 	 	20.00	 	0.00	20411101	43,548.00	0.00
	250	 	 	10.00	6.00	0.00	20411101	6,000.00	0.00
	251	 	 	13.00	 	0.00	20411101	6,125.00	0.00
	252	 	 	11.00	 	0.00	20411101	18,333.00	9,959.00
	253	 	 	18.00	 	0.00	20411001	0.00	0.00
	254	 	 	12.00	7.00	0.00	20411001	35,000.00	0.00
	255	 	 	16.00	 	0.00	20410901	11,667.00	0.00
	256	 	 	3.00	3.00	0.00	20411201	29,055.00	0.00
	257	 	 	5.00	10.00	0.00	20411101	57,141.00	0.00
	258	 	 	11.00	 	0.00	20411201	12,917.00	0.00
	259	 	 	18.00	 	0.00	20411101	26,085.00	0.00
	260	 	 	30.00	 	0.00	20411101	17,614.00	0.00
	261	 	 	8.00	 	0.00	20411101	15,417.00	1,668.00
	262	 	 	19.00	 	0.00	20411101	12,408.00	0.00
	263	 	 	20.00	 	0.00	20411201	10,500.00	19,807.00
	264	 	 	31.00	 	0.00	20411201	17,333.00	0.00
	265	 	 	34.00	33.00	0.00	20411201	18,297.00	0.00
	266	 	 	11.00	19.00	0.00	20411101	16,665.00	0.00
	267	 	 	15.00	 	0.00	20411201	14,925.00	0.00
	268	 	 	12.00	 	0.00	20420101	26,000.00	0.00
	269	 	 	30.00	 	0.00	20411201	18,750.00	1,666.67
	270	 	 	16.00	 	0.00	20420101	21,326.52	0.00
	271	 	 	14.00	 	0.00	20411101	25,604.00	44,204.00
	272	 	 	41.00	29.00	0.00	20420101	0.00	0.00
	273	 	 	36.00	11.00	0.00	20420101	0.00	0.00
	274	 	 	2.00	 	0.00	20411201	0.00	0.00
	275	 	 	21.00	 	0.00	20420101	3,412.00	0.00
	276	 	 	20.00	 	0.00	20420101	0.00	0.00
	277	 	 	13.00	 	0.00	20420101	14,397.17	5,364.35
	278	 	 	22.00	31.00	0.00	20420101	12,135.04	0.00
	279	 	 	11.60	11.60	0.00	20420101	11,574.00	0.00
	280	 	 	20.00	 	0.00	20420101	17,014.00	0.00
	281	 	 	25.00	 	0.00	20420201	35,166.00	0.00
	282	 	 	24.00	 	0.00	20420101	14,916.67	6,712.50
	283	 	 	13.00	 	0.00	20411101	22,112.28	0.00
	284	 	 	30.00	0.00	0.00	20420201	73,646.21	0.00
	285	 	 	8.00	8.00	0.00	20420201	12,659.56	0.00
	286	 	 	20.00	3.00	0.00	20420101	14,831.00	0.00
	287	 	 	8.00	0.00	0.00	20420201	18,750.00	0.00
	288	 	 	20.00	1.00	0.00	20420201	16,293.41	0.00
	289	 	 	6.00	 	0.00	20420101	10,877.75	17,554.65
	290	 	 	25.00	25.00	0.00	20420201	17,698.00	0.00
	291	 	 	30.00	30.00	0.00	20420201	5,583.67	0.00
	292	 	 	24.00	24.00	0.00	20420201	10,208.69	0.00
	293	 	 	31.00	0.00	0.00	20420101	33,800.00	0.00
	294	 	 	9.00	11.00	0.00	20420101	6,642.50	0.00
	295	 	 	21.00	0.00	0.00	20420201	44,173.14	0.00
	296	 	 	0.00	28.00	0.00	20420201	5,045.46	0.00
	297	 	 	0.00	0.00	0.00	20420201	6,802.24	0.00
	298	 	 	30.00	 	0.00	20420201	16,878.73	0.00
	299	 	 	10.00	16.00	250,943.00	20420201	0.00	0.00
	300	 	 	0.00	0.00	0.00	20420201	0.00	0.00
	301	 	 	10.00	 	0.00	20411101	14,396.00	0.00
	302	 	 	15.00	0.00	0.00	20411101	24,583.33	0.00
	303	 	 	12.00	2.00	0.00	20411201	34,483.25	0.00
	304	 	 	0.00	0.00	0.00	20411201	0.00	0.00
	305	 	 	8.00	0.00	0.00	20420101	17,916.67	0.00
	306	 	 	15.00	15.00	0.00	20420101	15,773.34	0.00
	307	 	 	17.00	 	0.00	20420201	21,923.08	0.00
	308	 	 	15.00	0.00	0.00	20420301	10,157.83	5,412.85
	309	 	 	7.00	16.00	0.00	20420201	1,970.00	0.00
	310	 	 	15.00	 	0.00	20420201	0.00	0.00
	311	 	 	8.00	 	0.00	20420101	12,500.02	0.00
	312	 	 	10.00	10.00	0.00	20420201	17,136.95	0.00
	313	 	 	11.00	0.00	0.00	20420201	41,666.67	0.00
	314	 	 	7.00	0.00	0.00	20420301	48,413.49	0.00
	315	 	 	25.00	10.00	0.00	20420201	33,797.29	0.00
	316	 	 	15.00	17.00	0.00	20411201	10,000.00	0.00
	317	 	 	18.32	 	0.00	20411201	12,667.00	4,965.00
	318	 	 	17.00	 	0.00	20411201	22,917.00	0.00
	319	 	 	5.20	 	0.00	20411201	25,000.00	33,681.00
	320	 	 	10.00	 	0.00	20411201	15,387.00	0.00
	321	 	 	3.80	3.80	0.00	20411201	12,303.20	0.00
	322	 	 	11.84	 	0.00	20411201	21,666.66	0.00
	323	 	 	0.00	2.50	0.00	20411201	0.00	0.00
	324	 	 	25.00	 	0.00	20411201	25,000.00	0.00
	325	 	 	20.00	 	0.00	20411201	35,887.75	0.00
	326	 	 	20.00	 	0.00	20411001	34,705.08	0.00
	327	 	 	24.09	0.00	0.00	20420101	42,743.42	0.00
	328	 	 	3.00	 	0.00	20420101	14,083.00	0.00
	329	 	 	16.00	31.00	0.00	20420201	14,000.00	0.00
	330	 	 	15.00	16.00	350,000.00	20411201	17,174.95	4,347.22
	331	 	 	36.00	 	0.00	20411201	39,312.50	0.00
	332	 	 	20.00	 	406,500.00	20411201	23,543.00	0.00
	333	 	 	16.00	10.00	0.00	20411201	19,035.00	0.00
	334	 	 	0.00	0.00	0.00	20411201	0.00	0.00
	335	 	 	10.00	7.40	0.00	20420101	20,733.09	0.00
	336	 	 	3.00	3.00	0.00	20420101	24,256.00	0.00
	337	 	 	7.60	0.00	0.00	20411201	25,000.00	15,833.33
	338	 	 	5.60	 	0.00	20411201	29,183.33	17,291.67
	339	 	 	3.92	 	0.00	20420101	20,727.73	3,759.92
	340	 	 	15.50	5.27	0.00	20420101	17,693.51	0.00
	341	 	 	13.92	0.00	0.00	20411201	14,166.66	0.00
	342	 	 	8.00	0.00	0.00	20420101	28,300.00	0.00
	343	 	 	18.00	 	152,500.00	20420101	23,844.41	0.00
	344	 	 	13.00	10.50	0.00	20420101	9,476.00	0.00
	345	 	 	11.00	0.00	0.00	20420101	27,638.18	0.00
	346	 	 	20.00	 	57,000.00	20420101	20,000.00	0.00
	347	 	 	23.00	 	0.00	20420101	27,083.00	0.00
	348	 	 	14.00	12.00	97,916.82	20420101	11,780.00	0.00
	349	 	 	25.00	 	0.00	20420201	22,100.00	0.00
	350	 	 	1.00	 	225,000.00	20420201	0.00	0.00
	351	 	 	32.01	 	115,000.00	20420101	35,952.63	0.00
	352	 	 	7.00	 	0.00	20411201	20,833.34	0.00
	353	 	 	1.00	 	340,000.00	20420101	0.00	0.00
	354	 	 	3.75	 	0.00	20420201	18,778.00	0.00
	355	 	 	0.92	 	0.00	20420101	10,833.36	0.00
	356	 	 	7.75	 	0.00	20420101	9,843.76	0.00
	357	 	 	15.37	 	0.00	20420201	18,483.32	0.00
	358	 	 	2.00	 	0.00	20420101	11,609.87	0.00
	359	 	 	5.38	 	0.00	20420201	23,370.68	0.00
	360	 	 	35.00	 	0.00	20420301	13,333.32	0.00
	361	 	 	9.52	 	0.00	20420201	38,110.03	0.00
	362	 	 	27.00	 	0.00	20420201	22,251.67	6,783.67
	363	 	 	20.00	 	0.00	20420301	23,415.00	0.00
	364	 	 	12.00	6.00	0.00	20420201	5,008.33	0.00
	365	 	 	11.92	18.00	0.00	20420101	5,047.00	0.00
	366	 	 	10.03	10.00	0.00	20420301	51,236.00	0.00







 





	 	165	166	167	168	169	170	171
	KEY	Primary Borrower Wage Income (Commission)	Co-Borrower Wage Income (Salary)	Co-Borrower Wage Income (Bonus)	Co-Borrower Wage Income (Commission)	Originator Doc Code	RWT Income 

Verification	RWT Asset 

Verification
	1	0.00	957.00	0.00	0.00	Full	2 years	2 Months
	2	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	3	0.00	 	 	 	Full	2 years	1 Month
	4	0.00	4,051.66	0.00	0.00	Full	2 years	2 Months
	5	0.00	8,025.00	0.00	0.00	Full	2 years	2 Months
	6	0.00	14,043.67	3,293.67	0.00	Full	2 years	2 Months
	7	0.00	 	 	 	Full	2 years	2 Months
	8	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	9	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	10	0.00	6,500.00	0.00	0.00	Full	2 years	2 Months
	11	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	12	0.00	-471.00	0.00	0.00	Full	2 years	2 Months
	13	0.00	3,968.00	0.00	0.00	Full	2 years	1 Month
	14	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	15	0.00	9,358.33	1,475.38	0.00	Full	2 years	2 Months
	16	0.00	8,333.33	0.00	0.00	Full	2 years	2 Months
	17	0.00	12,916.67	0.00	0.00	Full	2 years	2 Months
	18	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	19	0.00	 	 	 	Full	2 years	2 Months
	20	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	21	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	22	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	23	0.00	-3,908.75	0.00	0.00	Full	2 years	2 Months
	24	5,488.54	0.00	0.00	0.00	Full	2 years	1 Month
	25	0.00	 	 	 	Full	2 years	2 Months
	26	0.00	 	 	 	Full	2 years	2 Months
	27	0.00	 	 	 	Full	2 years	2 Months
	28	0.00	 	 	 	Full	2 years	2 Months
	29	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	30	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	31	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	32	0.00	 	 	 	Full	2 years	2 Months
	33	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	34	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	35	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	36	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	37	0.00	 	 	 	Full	2 years	1 Month
	38	0.00	 	 	 	Full	2 years	2 Months
	39	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	40	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	41	0.00	 	 	 	Full	2 years	2 Months
	42	0.00	 	 	 	Full	2 years	2 Months
	43	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	44	0.00	 	 	 	Full	2 years	2 Months
	45	0.00	 	 	 	Full	2 years	2 Months
	46	0.00	5,342.00	0.00	0.00	Full	2 years	2 Months
	47	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	48	0.00	 	 	 	Full	2 years	2 Months
	49	0.00	23,124.00	0.00	0.00	Full	2 years	2 Months
	50	0.00	10,616.93	0.00	0.00	Full	2 years	2 Months
	51	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	52	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	53	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	54	0.00	 	 	 	Full	2 years	2 Months
	55	0.00	 	 	 	Full	2 years	2 Months
	56	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	57	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	58	0.00	10,207.60	0.00	0.00	Full	2 years	2 Months
	59	0.00	 	 	 	Full	2 years	2 Months
	60	0.00	2,500.00	0.00	0.00	Full	2 years	2 Months
	61	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	62	0.00	5,401.38	0.00	0.00	Full	2 years	2 Months
	63	0.00	15,582.00	0.00	0.00	Full	2 years	2 Months
	64	24,059.94	0.00	0.00	0.00	Full	2 years	2 Months
	65	0.00	 	 	 	Full	2 years	2 Months
	66	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	67	0.00	 	 	 	Full	2 years	2 Months
	68	0.00	1,230.83	0.00	0.00	Full	2 years	2 Months
	69	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	70	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	71	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	72	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	73	0.00	 	 	 	Full	2 years	2 Months
	74	0.00	 	 	 	Full	2 years	2 Months
	75	0.00	 	 	 	Full	2 years	2 Months
	76	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	77	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	78	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	79	0.00	 	 	 	Full	2 years	2 Months
	80	0.00	9,750.00	3,747.00	0.00	Full	2 years	2 Months
	81	0.00	8,568.00	0.00	0.00	Full	2 years	2 Months
	82	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	83	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	84	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	85	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	86	0.00	18,240.00	0.00	0.00	Full	2 years	2 Months
	87	0.00	20,898.00	6,608.00	0.00	Full	2 years	2 Months
	88	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	89	0.00	 	 	 	Full	2 years	2 Months
	90	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	91	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	92	0.00	25,375.00	0.00	0.00	Full	2 years	2 Months
	93	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	94	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	95	0.00	9,167.00	0.00	0.00	Full	2 years	2 Months
	96	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	97	0.00	5,028.00	0.00	0.00	Full	2 years	2 Months
	98	0.00	 	 	 	Full	2 years	2 Months
	99	0.00	41,666.00	0.00	0.00	Full	2 years	2 Months
	100	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	101	0.00	 	 	 	Full	2 years	2 Months
	102	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	103	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	104	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	105	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	106	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	107	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	108	0.00	14,167.00	0.00	0.00	Full	2 years	2 Months
	109	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	110	0.00	8,333.00	0.00	0.00	Full	2 years	2 Months
	111	0.00	6,886.00	0.00	0.00	Full	2 years	2 Months
	112	0.00	6,886.00	0.00	0.00	Full	2 years	2 Months
	113	0.00	5,667.00	0.00	0.00	Full	2 years	2 Months
	114	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	115	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	116	0.00	11,617.00	0.00	0.00	Full	2 years	2 Months
	117	0.00	12,218.00	0.00	0.00	Full	2 years	2 Months
	118	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	119	0.00	17,234.00	6,025.00	0.00	Full	2 years	2 Months
	120	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	121	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	122	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	123	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	124	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	125	0.00	9,583.00	0.00	0.00	Full	2 years	2 Months
	126	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	127	0.00	 	 	 	Full	2 years	2 Months
	128	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	129	0.00	 	 	 	Full	2 years	2 Months
	130	0.00	15,917.00	0.00	0.00	Full	2 years	2 Months
	131	0.00	4,780.00	0.00	0.00	Full	2 years	2 Months
	132	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	133	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	134	0.00	 	 	 	Full	2 years	2 Months
	135	0.00	 	 	 	Full	2 years	2 Months
	136	0.00	6,205.00	0.00	0.00	Full	2 years	2 Months
	137	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	138	0.00	 	 	 	Full	2 years	2 Months
	139	0.00	6,020.00	0.00	0.00	Full	2 years	2 Months
	140	0.00	6,458.00	0.00	0.00	Full	2 years	2 Months
	141	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	142	0.00	8,333.00	0.00	0.00	Full	2 years	2 Months
	143	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	144	0.00	 	 	 	Full	2 years	2 Months
	145	0.00	 	 	 	Full	2 years	2 Months
	146	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	147	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	148	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	149	0.00	14,583.00	0.00	0.00	Full	2 years	2 Months
	150	0.00	5,167.00	0.00	0.00	Full	2 years	2 Months
	151	0.00	15,000.00	1,583.00	0.00	Full	2 years	2 Months
	152	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	153	0.00	 	 	 	Full	2 years	2 Months
	154	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	155	0.00	16,250.00	0.00	0.00	Full	2 years	2 Months
	156	0.00	 	 	 	Full	2 years	2 Months
	157	0.00	24,218.00	0.00	0.00	Full	2 years	2 Months
	158	0.00	 	 	 	Full	2 years	1 Month
	159	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	160	0.00	 	 	 	Full	2 years	1 Month
	161	0.00	5,951.24	0.00	0.00	Full	2 years	2 Months
	162	0.00	19,158.00	0.00	0.00	Full	2 years	1 Month
	163	0.00	15,117.00	0.00	0.00	Full	2 years	1 Month
	164	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	165	0.00	9,992.00	0.00	0.00	Full	2 years	1 Month
	166	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	167	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	168	0.00	 	 	 	Full	2 years	1 Month
	169	0.00	3,848.00	0.00	0.00	Full	2 years	2 Months
	170	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	171	0.00	 	 	 	Full	2 years	1 Month
	172	0.00	22,043.58	0.00	0.00	Full	2 years	1 Month
	173	0.00	 	 	 	Full	2 years	1 Month
	174	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	175	0.00	 	 	 	Full	2 years	2 Months
	176	0.00	 	 	 	Full	2 years	2 Months
	177	0.00	 	 	 	Full	2 years	1 Month
	178	0.00	11,250.00	0.00	0.00	Full	2 years	2 Months
	179	0.00	 	 	 	Full	2 years	1 Month
	180	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	181	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	182	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	183	0.00	 	 	 	Full	2 years	2 Months
	184	0.00	20,873.50	0.00	0.00	Full	2 years	2 Months
	185	0.00	176,114.91	0.00	0.00	Full	2 years	2 Months
	186	0.00	 	 	 	Full	2 years	2 Months
	187	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	188	0.00	5,597.00	0.00	0.00	Full	2 years	1 Month
	189	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	190	0.00	 	 	 	Full	2 years	1 Month
	191	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	192	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	193	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	194	0.00	 	 	 	Full	2 years	2 Months
	195	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	196	0.00	 	 	 	Full	2 years	2 Months
	197	0.00	22,044.00	0.00	0.00	Full	2 years	2 Months
	198	0.00	22,679.00	0.00	0.00	Full	2 years	2 Months
	199	0.00	17,628.00	0.00	0.00	Full	2 years	2 Months
	200	0.00	1,076.00	0.00	0.00	Full	2 years	2 Months
	201	0.00	6,667.00	0.00	0.00	Full	2 years	1 Month
	202	0.00	21,140.50	0.00	0.00	Full	2 years	2 Months
	203	0.00	5,500.00	0.00	0.00	Full	2 years	2 Months
	204	0.00	 	 	 	Full	2 years	2 Months
	205	0.00	 	 	 	Full	2 years	2 Months
	206	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	207	0.00	 	 	 	Full	2 years	2 Months
	208	0.00	 	 	 	Full	2 years	2 Months
	209	0.00	 	 	 	Full	2 years	2 Months
	210	0.00	 	 	 	Full	2 years	2 Months
	211	0.00	 	 	 	Full	2 years	2 Months
	212	0.00	 	 	 	Full	2 years	2 Months
	213	0.00	 	 	 	Full	2 years	2 Months
	214	0.00	 	 	 	Full	2 years	2 Months
	215	0.00	 	 	 	Full	2 years	2 Months
	216	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	217	0.00	5,785.07	0.00	0.00	Full	2 years	2 Months
	218	0.00	16,608.32	4,750.00	0.00	Full	2 years	2 Months
	219	0.00	16,666.67	29,166.67	0.00	Full	2 years	2 Months
	220	0.00	2,184.48	0.00	0.00	Full	2 years	2 Months
	221	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	222	0.00	 	 	 	Full	2 years	2 Months
	223	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	224	0.00	5,543.59	0.00	0.00	Full	2 years	2 Months
	225	0.00	18,083.33	0.00	0.00	Full	2 years	2 Months
	226	0.00	12,916.67	0.00	0.00	Full	2 years	2 Months
	227	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	228	0.00	17,448.00	0.00	0.00	Full	2 years	1 Month
	229	0.00	 	 	 	Full	2 years	2 Months
	230	0.00	5,521.00	0.00	0.00	Full	2 years	2 Months
	231	0.00	14,499.37	2,702.70	 	Full	2 years	2 Months
	232	0.00	 	 	 	Full	2 years	1 Month
	233	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	234	0.00	4,333.00	0.00	0.00	Full	2 years	2 Months
	235	0.00	16,675.00	0.00	0.00	Full	2 years	2 Months
	236	0.00	 	 	 	Full	2 years	2 Months
	237	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	238	0.00	0.00	0.00	0.00	Full	2 years	1 Month
	239	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	240	0.00	31,550.00	0.00	0.00	Full	2 years	2 Months
	241	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	242	0.00	11,407.00	0.00	0.00	Full	2 years	2 Months
	243	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	244	0.00	 	 	 	Full	2 years	2 Months
	245	0.00	12,833.00	0.00	0.00	Full	2 years	2 Months
	246	0.00	 	 	 	Full	2 years	2 Months
	247	0.00	 	 	 	Full	2 years	2 Months
	248	0.00	 	 	 	Full	2 years	2 Months
	249	0.00	 	 	 	Full	2 years	2 Months
	250	0.00	12,750.00	0.00	0.00	Full	2 years	2 Months
	251	0.00	 	 	 	Full	2 years	2 Months
	252	5,632.00	0.00	0.00	0.00	Full	2 years	2 Months
	253	0.00	 	 	 	Full	2 years	2 Months
	254	0.00	10,000.00	0.00	0.00	Full	2 years	2 Months
	255	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	256	0.00	7,500.00	0.00	0.00	Full	2 years	2 Months
	257	0.00	5,661.00	0.00	0.00	Full	2 years	2 Months
	258	0.00	 	 	 	Full	2 years	2 Months
	259	0.00	 	 	 	Full	2 years	2 Months
	260	0.00	 	 	 	Full	2 years	2 Months
	261	0.00	 	 	 	Full	2 years	2 Months
	262	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	263	0.00	 	 	 	Full	2 years	2 Months
	264	0.00	 	 	 	Full	2 years	2 Months
	265	0.00	6,240.00	0.00	0.00	Full	2 years	2 Months
	266	0.00	10,000.00	0.00	0.00	Full	2 years	2 Months
	267	0.00	 	 	 	Full	2 years	2 Months
	268	0.00	 	 	 	Full	2 years	2 Months
	269	0.00	 	 	 	Full	2 years	2 Months
	270	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	271	0.00	 	 	 	Full	2 years	2 Months
	272	0.00	16,022.50	0.00	0.00	Full	2 years	2 Months
	273	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	274	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	275	0.00	 	 	 	Full	2 years	2 Months
	276	0.00	 	 	 	Full	2 years	2 Months
	277	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	278	0.00	4,164.36	0.00	0.00	Full	2 years	2 Months
	279	0.00	2,484.00	0.00	0.00	Full	2 years	2 Months
	280	0.00	 	 	 	Full	2 years	2 Months
	281	0.00	 	 	 	Full	2 years	2 Months
	282	0.00	 	 	 	Full	2 years	2 Months
	283	0.00	 	 	 	Full	2 years	2 Months
	284	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	285	0.00	12,723.68	0.00	0.00	Full	2 years	2 Months
	286	0.00	648.00	0.00	0.00	Full	2 years	2 Months
	287	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	288	0.00	5,416.66	0.00	0.00	Full	2 years	2 Months
	289	0.00	 	 	 	Full	2 years	2 Months
	290	0.00	10,189.00	0.00	0.00	Full	2 years	2 Months
	291	0.00	5,583.67	0.00	0.00	Full	2 years	2 Months
	292	0.00	9,130.43	0.00	0.00	Full	2 years	2 Months
	293	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	294	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	295	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	296	0.00	22,416.00	0.00	0.00	Full	2 years	2 Months
	297	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	298	0.00	2,740.96	0.00	0.00	Full	2 years	2 Months
	299	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	300	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	301	0.00	 	 	 	Full	2 years	2 Months
	302	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	303	0.00	-57.33	0.00	0.00	Full	2 years	2 Months
	304	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	305	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	306	0.00	16,778.08	0.00	0.00	Full	2 years	2 Months
	307	0.00	 	 	 	Full	2 years	2 Months
	308	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	309	0.00	16,723.17	0.00	0.00	Full	2 years	2 Months
	310	0.00	 	 	 	Full	2 years	2 Months
	311	0.00	 	 	 	Full	2 years	2 Months
	312	0.00	7,399.58	0.00	0.00	Full	2 years	2 Months
	313	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	314	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	315	0.00	1,015.72	0.00	0.00	Full	2 years	2 Months
	316	0.00	15,134.00	 	 	Full	2 years	2 Months
	317	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	318	0.00	 	 	 	Full	2 years	2 Months
	319	0.00	 	 	 	Full	2 years	2 Months
	320	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	321	0.00	13,584.81	0.00	0.00	Full	2 years	2 Months
	322	0.00	 	 	 	Full	2 years	2 Months
	323	0.00	73,694.62	0.00	0.00	Full	2 years	2 Months
	324	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	325	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	326	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	327	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	328	0.00	 	 	 	Full	2 years	2 Months
	329	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	330	0.00	11,250.00	3,437.50	0.00	Full	2 years	2 Months
	331	0.00	 	 	 	Full	2 years	2 Months
	332	0.00	 	 	 	Full	2 years	2 Months
	333	0.00	4,167.00	0.00	0.00	Full	2 years	2 Months
	334	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	335	0.00	5,523.92	0.00	0.00	Full	2 years	2 Months
	336	0.00	28,459.00	0.00	0.00	Full	2 years	2 Months
	337	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	338	0.00	 	 	 	Full	2 years	2 Months
	339	0.00	 	 	 	Full	2 years	2 Months
	340	0.00	5,782.45	0.00	0.00	Full	2 years	2 Months
	341	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	342	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	343	0.00	 	 	 	Full	2 years	2 Months
	344	0.00	16,768.44	0.00	0.00	Full	2 years	2 Months
	345	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	346	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	347	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	348	0.00	10,416.67	0.00	0.00	Full	2 years	2 Months
	349	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	350	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	351	0.00	 	 	 	Full	2 years	2 Months
	352	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	353	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	354	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	355	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	356	9,834.00	 	 	 	Full	2 years	2 Months
	357	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	358	0.00	 	 	 	Full	2 years	2 Months
	359	0.00	 	 	 	Full	2 years	2 Months
	360	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	361	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	362	0.00	0.00	0.00	0.00	Full	2 years	2 Months
	363	0.00	 	 	 	Full	2 years	2 Months
	364	0.00	2,166.67	0.00	0.00	Full	2 years	2 Months
	365	0.00	45,422.00	0.00	0.00	Full	2 years	2 Months
	366	0.00	16,666.66	0.00	0.00	Full	2 years	2 Months







 






    	 



    	 	



    





 





	MERSID	Organization
	1002338	First Republic
	1000536	Prime Lending
	1000200	PHH
	1000383	Cenlar FSB
	1008498	Flagstar Bank, F.S.B
	9999999	Other




 






    	 



    	 	



    
 


ASF RMBS DISCLOSURE PACKAGE


 


The American Securitization Forum is a
broad-based professional forum through which participants in the U.S. securitization market advocate their common interests on
important legal, regulatory and market practice issues. ASF members include over 380 firms, including issuers, investors, servicers,
financial intermediaries, rating agencies, financial guarantors, legal and accounting firms, and other professional organizations
involved in securitization transactions. The ASF also provides information, education and training on a range of securitization
market issues and topics through industry conferences, seminars and similar initiatives. For more information about ASF, its members
and activities, please go to www.americansecuritization.com.
















	
Field


Number

	
Field Name

	
Field Description

	
Type of


Field

	
Data Type

	
Sample Data

	
Format

	
When


Applicable?

	
Valid Values

	
Proposed


Unique


Coding

	
Notes


	
1

	
Primary Servicer

	
The MERS Organization ID of the company that has or will have the right to service the loan.

	
General Information

	
Numeric – Integer

	
2351805

	
9(7)

	
Always

	
”9999999” if Unknown

	  	  
	
2

	
Servicing Fee—Percentage

	
Aggregate monthly fee paid to all servicers, stated in decimal form.

	
General Information

	
Numeric - Decimal

	
0.0025

	
9.999999

	
Loans without flat-dollar servicing fees

	
>= 0 and < 1

	  	
Must be populated if Field 3 is Null


	
3

	
Servicing Fee—Flat-dollar

	
Aggregate monthly fee paid to all servicers, stated as a dollar amount.

	
General Information

	
Numeric – Decimal

	
7.5

	
9(3).99

	
Loans with flat-dollar servicing fees

	
>= 0 and


<= 999

	  	
Must be populated if 2 is Null


	
4

	
Servicing Advance Methodology

	
The manner in which principal and/or interest are to be advanced by the servicer.

	
General Information

	
Numeric – Integer

	
2

	
99

	
Always

	
See Coding

	
1 = Scheduled Interest, Scheduled Principal


2 = Actual Interest, Actual Principal


3 = Scheduled Interest, Actual Principal


99 = Unknown

	  
	
5

	
Originator

	
The MERS Organization ID of the entity that lends funds to the borrower and, in return, places a lien on the mortgage property as collateral.

	
General Information

	
Numeric – Integer

	
5938671

	
9(7)

	
Always

	
”9999999” if Unknown

	  	  
	
6

	
Loan Group

	
Indicates the collateral group number in which the loan falls (for structures with multiple collateral groups). Use “1” if there is only one loan group.

	
General Information

	
Text

	
1A

	
XXXX

	
Always

	
“UNK” if Unknown

	  	  
	
7

	
Loan Number

	
Unique National Mortgage Loan ID Number (Vendor TBD).

	
General Information

	
Numeric – Integer

	
TBD

	
TBD

	
Always

	
TBD

	  	
Details to be provided by Vendor


	
8

	
Amortization Type

	
Indicates whether the loan’s interest rate is fixed or adjustable (Hybrid ARMs are adjustable).

	
Loan Type

	
Numeric – Integer

	
2

	
99

	
Always

	
See Coding

	
1 = Fixed


2 = Adjustable


99 = Unknown

	  
	
9

	
Lien Position

	
A number indicating the loan’s lien position (1 = first lien, etc.).

	
Loan Type

	
Numeric – Integer

	
1

	
99

	
Always

	
>0

	
99 = Unknown

	  
	
10

	
HELOC Indicator

	
Indicates whether the loan is a home equity line of credit.

	
Loan Type

	
Numeric – Integer

	
1

	
99

	
Always

	
See Coding

	
0 = No


1 = Yes


99 = Unknown

	  
	
11

	
Loan Purpose

	
Indicates the purpose of the loan.

	
Loan Type

	
Numeric – Integer

	
9

	
99

	
Always

	
See Coding

	
See Appendix A

	  
	
12

	
Cash Out Amount

	
For “Cash-out” loans (see Glossary):


 


[NEW LOAN AMOUNT] – [PAID-OFF FIRST MORTGAGE LOAN AMOUNT] – [PAID-OFF SECOND MORTGAGE LOAN AMOUNT (if Second was used to purchase the property)] – [CLOSING COSTS].

	
Loan Type

	
Numeric – Decimal

	
72476.5

	
9(10).99

	
Always

	
>= 0

	  	  
	
13

	
Total Origination and Discount Points (in dollars)

	
Amount paid to the lender to increase the lender’s effective yield and, in the case of discount points, to reduce the interest rate paid by the borrower.

	
Loan Type

	
Numeric – Decimal

	
5250

	
9(10).99

	
Always

	
>= 0

	  	
Typically Lines 801 and 802 of HUD Settlement Statement


	
14

	
Covered/High Cost Loan Indicator

	
Indicates whether the loan is categorized as “high cost” or “covered” according to state or federal statutes or regulations.

	
Loan Type

	
Numeric – Integer

	
1

	
99

	
Always

	
See Coding

	
0 = No


1 = Yes


99 = Unknown

	  
	
15

	
Relocation Loan Indicator

	
Indicates whether the loan is part of a corporate relocation program.

	
Loan Type

	
Numeric – Integer

	
1

	
99

	
Always

	
See Coding

	
0 = No


1 = Yes


99 = Unknown

	  
	
16

	
Broker Indicator

	
Indicates whether a broker took the application.

	
Loan Type

	
Numeric – Integer

	
1

	
99

	
Always

	
See Coding

	
0 = No


1 = Yes


99 = Unknown

	  
	
17

	
Channel

	
Code indicating the source (channel) from which the Issuer obtained the mortgage loan.

	
Loan Type

	
Numeric – Integer

	
2

	
99

	
Always

	
See Coding

	
1 = Retail


2 = Broker


3 = Correspondent Bulk


4 = Correspondent Flow with delegated underwriting


5 = Correspondent Flow without delegated underwriting


99 = Unknown

	  
	
18

	
Escrow Indicator

	
Indicates whether various homeownership expenses are paid by the borrower directly or through an escrow account (as of securitization cut-off date).

	
Loan Type

	
Numeric – Integer

	
3

	
99

	
Always

	
See Coding

	
0 = No Escrows


1 = Taxes


2 = Insurance


3 = HOA dues


4 = Taxes and Insurance


5 = All


99 =Unknown

	  
	
19

	
Senior Loan Amount(s)

	
For non-first mortgages, the sum of the balances of all associated senior mortgages at the time of origination of the subordinate lien.

	
Mortgage Lien Info

	
Numeric – Decimal

	
611004.25

	
9(10).99

	
If Lien Position > 1

	
>= 0

	  	  
	
20

	
Loan Type of Most Senior Lien

	
For non-first mortgages, indicates whether the associated first mortgage is a Fixed, ARM, Hybrid, or negative amortization loan.

	
Mortgage Lien Info

	
Numeric – Integer

	
2

	
99

	
If Lien Position > 1

	
See Coding

	
1 = Fixed Rate


2 = ARM


3 = Hybrid


4 = Neg Am


99 = Unknown

	  
	
21

	
Hybrid Period of Most Senior Lien (in months)

	
For non-first mortgages where the associated first mortgage is a hybrid ARM, the number of months remaining in the initial fixed interest rate period for the hybrid first mortgage.

	
Mortgage Lien Info

	
Numeric – Integer

	
23

	
999

	
If Lien Position > 1


AND the most senior lien is a hybrid ARM (see Field 20)

	
>= 0

	  	  
	
22

	
Neg Am Limit of Most Senior Lien

	
For non-first mortgages where the associated first mortgage features negative amortization, the maximum percentage by which the negatively amortizing balance may increase (expressed as a proportion of the senior lien’s original balance).

	
Mortgage Lien Info

	
Numeric – Decimal

	
1.25

	
9.999999

	
If Lien Position > 1


AND the senior lien is Neg Am (see Field 20)

	
>= 1 and <= 2

	  	  
	
23

	
Junior Mortgage Balance

	
For first mortgages with subordinate liens at the time of origination, the combined balance of the subordinate liens (if known).

	
Mortgage Lien Info

	
Numeric – Decimal

	
51775.12

	
9(10).99

	
If Lien Position = 1 and there is a 2nd lien on the subject property

	
>= 0

	  	
Subject to Regulatory Confirmation


	
24

	
Origination Date of Most Senior Lien

	
For non-first mortgages, the origination date of the associated first mortgage.

	
Mortgage Lien Info

	
Date

	
20090914

	
YYYYMMDD

	
If Lien Position > 1 and there is a 2nd lien on the subject property

	
“19010101” if unknown

	  	  
	
25

	
Origination Date

	
The date of the Mortgage Note and Mortgage/Deed of Trust

	
Loan Term and Amortization Type

	
Date

	
20090914

	
YYYYMMDD

	
Always

	
“19010101” if unknown

	  	  
	
26

	
Original Loan Amount

	
The dollar amount of the mortgage loan, as specified on the mortgage note at the time of the loan’s origination. For HELOCs, the maximum available line of credit.

	
Loan Term and Amortization Type

	
Numeric – Decimal

	
150000

	
9(10).99

	
Always

	
>0

	  	  
	
27

	
Original Interest Rate

	
The original note rate as indicated on the mortgage note.

	
Loan Term and Amortization Type

	
Numeric – Decimal

	
0.0475

	
9.999999

	
Always

	
> 0 and <= 1

	  	  
	
28

	
Original Amortization Term

	
The number of months in which the loan would be retired if the amortizing principal and interest payment were to be paid each month.

	
Loan Term and Amortization Type

	
Numeric – Integer

	
360

	
999

	
Always

	
>= 60

	  	  
	
29

	
Original Term to Maturity

	
The initial number of months between loan origination and the loan maturity date, as specified on the mortgage note.

	
Loan Term and Amortization Type

	
Numeric – Integer

	
60

	
999

	
Always

	
>0

	
N/A

	  
	
30

	
First Payment Date of Loan

	
The date of the first scheduled mortgage payment to be made by the borrower as specified on the mortgage note.

	
Loan Term and Amortization Type

	
Date

	
20090914

	
YYYYMMDD

	
Always

	
“19010101” if unknown

	
N/A

	  
	
31

	
Interest Type Indicator

	
Indicates whether the interest rate calculation method is simple or actuarial.

	
Loan Term and Amortization Type

	
Numeric – Integer

	
2

	
99

	
Always

	
See Coding

	
1= Simple


2 = Actuarial


99 = Unknown

	  
	
32

	
Original Interest Only Term

	
Original interest-only term for a loan in months (including NegAm Loans).

	
Loan Term and Amortization Type

	
Numeric – Integer

	
60

	
999

	
Always

	
>= 0 and <= 240


Unknown = Blank;


No Interest Only Term = 0

	  	  
	
33

	
Buy Down Period

	
The total number of months during which any buy down is in effect, representing the accumulation of all buy down periods.

	
Loan Term and Amortization Type

	
Numeric – Integer

	
65

	
999

	
Always

	
>= 0 and <= 100


Unknown = Blank;


No Buy Down = 0

	  	  
	
34

	
HELOC Draw Period

	
The original number of months during which the borrower may draw funds against the HELOC account.

	
Loan Term and Amortization Type

	
Numeric – Integer

	
24

	
999

	
HELOCs Only

	
>= 12 and <= 120

	  	  
	
35

	
Scheduled Loan Amount

	
Mortgage loan scheduled principal balance as of cut-off date. For HELOCs, the current drawn amount.

	
Loan Term and Amortization Type

	
Numeric – Decimal

	
248951.19

	
9(10).99

	
Always

	
>= 0

	  	  
	
36

	
Current Interest Rate

	
The interest rate used to calculate the current P&I or I/O payment.

	
Loan Term and Amortization Type

	
Numeric – Decimal

	
0.05875

	
9.999999

	
Always

	
> 0 and <= 1

	  	  
	
37

	
Current Payment Amount Due

	
Next Total Payment due to be collected (including principal, interest or both—but Exclude Escrow Amounts).

	
Loan Term and Amortization Type

	
Numeric – Decimal

	
1250.15

	
9(10).99

	
Always

	
> 0

	  	  
	
38

	
Scheduled Interest Paid


Through Date

	  	
Loan Term and Amortization Type

	
Date

	
20090429

	
YYYYMMDD

	
Always

	
“19010101” if unknown

	  	  
	
39

	
Current Payment Status

	
Number of payments the borrower is past due as of the securitization cut-off date.

	
Loan Term and Amortization Type

	
Numeric – Integer

	
3

	
99

	
Always

	
>= 0

	  	  
	
40

	
Index Type

	
Specifies the type of index to be used to determine the interest rate at each adjustment.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Integer

	
18

	
99

	
ARMs Only

	
See Coding

	
See Appendix B

	  
	
41

	
ARM Look-back Days

	
The number of days prior to the interest rate adjustment date to retrieve the index value.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Integer

	
45

	
99

	
ARMs Only

	
>= 0 to <=99

	  	  
	
42

	
Gross Margin

	
The percentage stated on the mortgage note representing the spread between the ARM Index value and the mortgage interest rate. The gross mortgage margin is added to the index value to establish a new gross interest rate in the manner prescribed on the mortgage note.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.03

	
9.999999

	
ARMs Only

	
>0 and <= 1

	  	  
	
43

	
ARM Round Flag

	
An indicator of whether an adjusted interest rate is rounded to the next higher ARM round factor, to the next lower round factor, or to the nearest round factor.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Integer

	
3

	
9

	
ARMs Only

	
See Coding

	
0 = No Rounding


1 = Up


2 = Down


3 = Nearest


99=Unknown

	  
	
44

	
ARM Round Factor

	
The percentage to which an adjusted interest rate is to be rounded.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.0025 or 0.00125

	
9.999999

	
ARMs Only


Where ARM Round Flag = 1, 2, or 3

	
>= 0 and < 1

	  	  
	
45

	
Initial Fixed Rate Period

	
For hybrid ARMs, the period between the first payment date of the mortgage and the first interest rate adjustment date.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Integer

	
60

	
999

	
Hybrid ARMs Only

	
>= 1 to <=240

	  	  
	
46

	
Initial Interest Rate Cap (Change Up)

	
The maximum percentage by which the mortgage note rate may increase at the first interest rate adjustment date.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.02

	
9.999999

	
ARMs Only

	
>= 0 and <= 1

	
99=no cap

	  
	
47

	
Initial Interest Rate  Cap (Change Down)

	
The maximum percentage by which the mortgage note rate may decrease at the first interest rate adjustment date.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.02

	
9.999999

	
ARMs Only

	
>= 0 and <= 1

	
99=no cap

	  
	
48

	
Subsequent Interest Rate Reset Period

	
The number of months between subsequent rate adjustments.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Integer

	
60

	
999

	
ARMs Only

	
>=0 and <= 120

	  	
0 = Loan does not adjust after initial reset


	
49

	
Subsequent Interest Rate (Change Down)

	
The maximum percentage by which the interest rate may decrease at each rate adjustment date after the initial adjustment.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.02

	
9.999999

	
ARMs Only

	
>= 0 and <= 1

	
99=no cap

	  
	
50

	
Subsequent Interest Rate Cap (Change Up)

	
The maximum percentage by which the interest rate may increase at each rate adjustment date after the initial adjustment.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.02

	
9.999999

	
ARMs Only

	
>= 0 and <= 1

	
99=no cap

	  
	
51

	
Lifetime Maximum Rate (Ceiling)

	
The maximum interest rate that can be in effect during the life of the loan.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.125

	
9.999999

	
ARMs Only

	
>= 0 and <= 1

	  	
=1 if no ceiling specified


	 
	 
	
52

	
Lifetime Minimum Rate (Floor)

	
The minimum interest rate that can be in effect during the life of the loan.

	
Adjustable Rate Mortgages (ARMs)

	
Numeric – Decimal

	
0.015

	
9.999999

	
ARMs Only

	
>= 0 and <= 1

	  	
If no floor is specified enter the greater of the margin or 0.


	
53

	
Negative Amortization Limit

	
The maximum amount of negative amortization allowed before recast is required. (Expressed as a percentage of the original unpaid principal balance.)

	
Negative Amortization

	
Numeric – Decimal

	
1.25

	
9.999999

	
Negatively Amortizing ARMs Only

	
>=0, and <2

	  	  
	
54

	
Initial Negative Amortization Recast Period

	
The number of months in which the payment is required to recast if the loan does not reach the prescribed maximum balance earlier.

	
Negative Amortization

	
Numeric – Integer

	
60

	
999

	
Negatively Amortizing ARMs Only

	
>=0

	  	  
	
55

	
Subsequent Negative Amortization Recast Period

	
The number of months after which the payment is required to recast AFTER the first recast period.

	
Negative Amortization

	
Numeric – Integer

	
48

	
999

	
Negatively Amortizing ARMs Only

	
>=0

	  	  
	
56

	
Initial Fixed Payment Period

	
Number of months after origination during which the payment is fixed.

	
Negative Amortization

	
Numeric – Integer

	
60

	
999

	
Negatively Amortizing Hybrid ARMs Only

	
>= 0 to <=120

	  	  
	
57

	
Subsequent Payment Reset Period

	
Number of months between payment adjustments after first payment reset.

	
Negative Amortization

	
Numeric – Integer

	
12

	
999

	
Negatively Amortizing ARMs Only

	
>= 0 to <=120

	  	  
	
58

	
Initial Periodic Payment Cap

	
The maximum percentage by which a payment can change (increase or decrease) in the first period.

	
Negative Amortization

	
Numeric – Decimal

	
0.075

	
9.999999

	
Negatively Amortizing ARMs Only

	
>= 0 and < 1

	  	  
	
59

	
Subsequent Periodic Payment Cap

	
The maximum percentage by which a payment can change (increase or decrease) in one period after the initial cap.

	
Negative Amortization

	
Numeric – Decimal

	
0.075

	
9.999999

	
Negatively Amortizing ARMs Only

	
>= 0 and < 1

	  	  
	
60

	
Initial Minimum Payment Reset Period

	
The maximum number of months a borrower can initially pay the minimum payment before a new minimum payment is determined.

	
Negative Amortization

	
Numeric – Integer

	
12

	
999

	
Negatively Amortizing ARMs Only

	
>= 0 to <=120

	  	  
	
61

	
Subsequent Minimum Payment Reset Period

	
The maximum number of months (after the initial period) a borrower can pay the minimum payment before a new minimum payment is determined after the initial period.

	
Negative Amortization

	
Numeric – Integer

	
12

	
999

	
Negatively Amortizing ARMs Only

	
>= 0 to <=120

	  	  
	
62

	
Option ARM Indicator

	
An indicator of whether the loan is an Option ARM.

	
Negative Amortization

	
Numeric – Integer

	
1

	
99

	
ARMs Only

	
See Coding

	
0 = No


1 = Yes


99 = Unknown

	  
	
63

	
Options at Recast

	
The means of computing the lowest monthly payment available to the borrower after recast.

	
Option ARM

	
Numeric – Integer

	
2

	
99

	
Option ARMs Only

	
N/A

	
1= Fully amortizing 30 year


2= Fully amortizing 15 year


3=Fully amortizing 40 year


4 = Interest-Only


5 = Minimum Payment


99= Unknown

	  
	
64

	
Initial Minimum Payment

	
The initial minimum payment the borrower is permitted to make.

	
Option ARM

	
Numeric – Decimal

	
879.52

	
99

	
Option ARMs Only

	
>=0

	  	  
	
65

	
Current Minimum Payment

	
Current Minimum Payment (in dollars).

	
Negative Amortization

	
Numeric – Decimal

	
250

	
9(10).99

	
Option ARMs Only

	
>= 0

	  	  
	
66

	
Prepayment Penalty Calculation

	
A description of how the prepayment penalty would be calculated during each phase of the prepayment penalty term.

	
Prepayment Penalties

	
Numeric – Integer

	
12

	
99

	
Always

	
See Coding

	
See Appendix C

	  
	
67

	
Prepayment Penalty Type

	
• Hard: The prepayment penalty is incurred regardless of the reason the loan is prepaid in full.


• Hybrid: The prepayment penalty can be characterized as hard for a certain amount of time and as soft during another period.


 

	
Prepayment Penalties

	
Numeric – Integer

	
1

	
99

	
All loans with Prepayment Penalties (i.e., loans for which Field 66 = something other than “0”)

	
See Coding

	
1 = Hard


2 = Soft


3 = Hybrid


99 = Unknown

	  
	
68

	
Prepayment Penalty Total Term

	
The total number of months that the prepayment penalty may be in effect.

	
Prepayment Penalties

	
Numeric – Integer

	
60

	
999

	
All loans with Prepayment Penalties (i.e., loans for which Field 66 = something other than “0”)

	
>0 to <=120

	  	  
	
69

	
Prepayment Penalty Hard Term

	
For hybrid prepayment penalties, the number of months during which a “hard” prepayment penalty applies.

	
Prepayment Penalties

	
Numeric – Integer

	
12

	
999

	
Loans with Hybrid Prepayment Penalties (i.e., loans for which Field 67 = “3”)

	
>= 0 to <=120

	  	  
	
70

	
Primary Borrower ID

	
A lender-generated ID number for the primary borrower on the mortgage

	
Borrower

	
Numeric—Integer

	
123456789

	
999999999

	
Always

	
>0

	  	
Used to identify the number of times a single borrower appears in a given deal.


	
71

	
Number of Mortgaged Properties

	
The number of residential properties owned by the borrower that currently secure mortgage loans.

	
Borrower

	
Numeric – Integer

	
1

	
99

	
Always

	
> 0

	  	  
	
72

	
Total Number of Borrowers

	
The number of Borrowers who are obligated to repay the mortgage note.

	
Borrower

	
Numeric – Integers

	
2

	
99

	
Always

	
> 0

	  	  
	
73

	
Self-employment Flag

	
An indicator of whether the primary borrower is self-employed.

	
Borrower

	
Numeric – Integer

	
1

	
99

	
Always

	
See Coding

	
0 = No


1 = Yes


99 = Unknown

	  
	
74

	
Current ‘Other’ Monthly Payment

	
The aggregate of all payments pertaining to the subject property other than principal and interest (includes common charges, condo fees, T&I, HOA, etc.), whether escrowed or not.

	
Loan Term and Amortization Type

	
Numeric – Decimal

	
1789.25

	
9(10).99

	
Always

	
> 0

	  	  
	
75

	
Length of Employment: Borrower

	
The number of years of service with the borrower’s current employer as of the date of the loan.

	
Borrower Qualification

	
Numeric – Decimal

	
3.5

	
99.99

	
Always

	
>=0

	
99 = Retired, None employment income soure (social security, trust income, dividends, etc.)

	  
	
76

	
Length of Employment: Co-Borrower

	
The number of years of service with the co-borrower’s current employer as of the date of the loan.

	
Borrower Qualification

	
Numeric – Decimal

	
3.5

	
99.99

	
If “Total Number of Borrowers” > 1

	
>= 0

	
99 = Retired, None employment income soure (social security, trust income, dividends, etc.)

	  
	
77

	
Years in Home

	
Length of time that the borrower has been at current address.

	
Borrower Qualification

	
Numeric – Decimal

	
14.5

	
99.99

	
Refinances of Primary Residences Only (Loan Purpose = 1, 2, 3, 4, 8 or 9)

	
> 0

	  	  
	
78

	
FICO Model Used

	
Indicates whether the FICO score was calculated using the Classic, Classic 08, or Next Generation model.

	
Borrower Qualification

	
Numeric – Integer

	
1

	
99

	
If a FICO score was obtained

	
See Coding

	
1 = Classic


2 = Classic 08


3 = Next Generation


99 = Unknown

	  
	
79

	
Most Recent FICO Date

	
Specifies the date on which the most recent FICO score was obtained

	
Borrower Qualification

	
Date

	
20090914

	
YYYYMMDD

	
If a FICO score was obtained

	
“19010101” if unknown

	  	
Issuers unable to Provide may Rep and Warrant that the FICO score used for underwriting was not more than 4 months old at the date of issuance.


	
80

	
Primary Wage Earner Original FICO:  Equifax

	
Equifax FICO score for primary borrower (if applicable).

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If a FICO score was obtained

	
>= 350 and <= 850

	  	  
	
81

	
Primary Wage Earner Original FICO:  Experian

	
Experian FICO score for primary borrower (if applicable).

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If a FICO score was obtained

	
>= 350 and <= 850

	  	  
	
82

	
Primary Wage Earner Original FICO:  TransUnion

	
TransUnion FICO score for primary borrower (if applicable).

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If a FICO score was obtained

	
>= 350 and <= 850

	  	  
	
83

	
Secondary Wage Earner Original FICO:  Equifax

	
Equifax FICO score for Co-borrower (if applicable).

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If “Total Number of Borrowers” > 1

	
>= 350 and <= 850

	  	  
	
84

	
Secondary Wage Earner Original FICO:  Experian

	
Experian FICO score for Co-borrower (if applicable).

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If “Total Number of Borrowers” > 1

	
>= 350 and <= 850

	  	  
	
85

	
Secondary Wage Earner Original FICO: TransUnion

	
TransUnion FICO score for Co-borrower (if applicable).

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If “Total Number of Borrowers” > 1

	
>= 350 and <= 850

	  	  
	
86

	
Most Recent Primary Borrower FICO

	
Most Recent Primary Borrower FICO score used by the lender to approve the loan.

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If a FICO score was obtained

	
>= 350 and <= 850

	  	  
	
87

	
Most Recent Co-Borrower FICO

	
Most Recent Co-Borrower FICO score used by the lender to approve the loan.

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If “Total Number of Borrowers” > 1

	
>= 350 and <= 850

	  	  
	
88

	
Most Recent FICO Method

	
Number of credit repositories used to update the FICO Score.

	
Borrower Qualification

	
Numeric – Integer

	
2

	
9

	
If a FICO score was obtained

	
>0

	  	  
	
89

	
VantageScore: Primary Borrower

	
Credit Score for the Primary Borrower used to approve the loan and obtained using the Vantage credit evaluation model.

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If a Vantage Credit Score was obtained

	
>= 501 and <= 990

	  	  
	
90

	
VantageScore: Co-Borrower

	
Credit Score for the Co-borrower used to approve the loan and obtained using the Vantage credit evaluation model.

	
Borrower Qualification

	
Numeric – Integer

	
720

	
9999

	
If a VantageScore was obtained AND “Total Number of Borrowers” > 1

	
>= 501 and <= 990

	  	  
	
91

	
Most Recent VantageScore Method

	
Number of credit repositories used to update the Vantage Score.

	
Borrower Qualification

	
Numeric – Integer

	
2

	
9

	
If a Vantage Credit Score was obtained

	
>0

	  	  
	
92

	
VantageScore Date

	
Date Vantage Credit Score was obtained.

	
Borrower Qualification

	
Date

	
20090914

	
YYYYMMDD

	
If a Vantage Credit Score was obtained

	
“19010101” if unknown

	  	  
	
93

	
Credit Report: Longest Trade Line

	
The length of time in months that the oldest active trade line, installment or revolving, has been outstanding. For a loan with more than one borrower, populate field based on status for the primary borrower.

	
Borrower Qualification

	
Numeric – Integer

	
999

	
999

	
Always

	
> =0

	  	
Subject to Regulatory Confirmation


	
94

	
Credit Report: Maximum Trade Line

	
The dollar amount for the trade line, installment or revolving, with the largest unpaid balance. For revolving lines of credit, e.g. credit card, the dollar amount reported should reflect the maximum amount of credit available under the credit line whether used or not. For a loan with more than one borrower, populate field based on status for the primary borrower.

	
Borrower Qualification

	
Numeric – Decimal

	
339420.19

	
9(10).99

	
Always

	
>=0

	  	
Subject to Regulatory Confirmation


	
95

	
Credit Report: Number of Trade Lines

	
A count of non-derogatory, currently open and active, consumer trade lines (installment or revolving) for the borrower. For a loan with more than one borrower, populate field based on status for the primary borrower.

	
Borrower Qualification

	
Numeric – Integer

	
57

	
999

	
Always

	
>=0

	  	
Subject to Regulatory Confirmation


	
96

	
Credit Line Usage Ratio

	
Sum of credit balances divided by sum of total open credit available.

	
Borrower Qualification

	
Numeric – Decimal

	
0.27

	
9.999999

	
Always

	
>= 0 and <= 1

	  	
Subject to Regulatory Confirmation


	
97

	
Most Recent 12-month Pay History

	
String indicating the payment status per month listed from oldest to most recent.

	
Borrower Qualification

	
Text

	
77X123200001

	
X(12)

	
Always

	
See Coding

	
0 = Current


1 = 30-59 days delinquent


2 = 60-89 days delinquent


3 = 90-119 days delinquent


4 = 120+ days delinquent


5 = Foreclosure


6 = REO


7 = Loan did not exist in period


X = Unavailable

	  
	
98

	
Months Bankruptcy

	
Number of months since any borrower was discharged from bankruptcy. (Issuers unable to provide this information may rep and warrant that at least x years—as specified in the loan program—have passed since most recent discharge from bankruptcy.)

	
Borrower Qualification

	
Numeric – Integer

	
12

	
999

	
If Borrower has ever been in Bankruptcy

	
>= 0

	  	
Blank = Borrower is not known to have been in bankruptcy


	
99

	
Months Foreclosure

	
Number of months since foreclosure sale date. (Issuers unable to provide this information may rep and warrant that at least x years—as specified in the loan program— have passed since most recent foreclosure.)

	
Borrower Qualification

	
Numeric – Integer

	
12

	
999

	
If Borrower has ever been in Foreclosure

	
>= 0

	  	
Blank = Borrower is not known to have been in foreclosure


	
100

	
Primary Borrower Wage Income

	
Monthly base wage income for primary borrower.

	
Borrower Qualification

	
Numeric – Decimal

	
9000

	
9(9).99

	
Always

	
>= 0

	  	  
	
101

	
Co-Borrower Wage Income

	
Monthly base wage income for all other borrowers.

	
Borrower Qualification

	
Numeric – Decimal

	
9000

	
9(9).99

	
If “Total Number of Borrowers” > 1

	
>= 0

	  	  
	
102

	
Primary Borrower Other Income

	
Monthly Other (non-wage) income for primary borrower. (This figure should include net rental income and be reduced by any net rental loss.)

	
Borrower Qualification

	
Numeric – Decimal

	
9000

	
9(9).99

	
Always

	
>= 0

	  	  
	
103

	
Co-Borrower Other Income

	
Monthly Other (non-wage) income for all other borrowers. (This figure should include net rental income and be reduced by any net rental loss.)

	
Borrower Qualification

	
Numeric – Decimal

	
9000

	
9(9).99

	
If “Total Number of Borrowers” > 1

	
>= 0

	  	  
	
104

	
All Borrower Wage Income

	
Monthly income of all borrowers derived from base salary only.

	
Borrower Qualification

	
Numeric – Decimal

	
9000

	
9(9).99

	
Always

	
>= 0

	  	  
	
105

	
All Borrower Total Income

	
Monthly income of all borrowers derived from base salary, commission, tips and gratuities, overtime and bonuses, part-time or second-job earnings, alimony, child support, interest and dividend income, notes receivable, trust income, net rental income, retirement income, social security, veterans income, military income, foster care income, and self-employed income.

	
Borrower Qualification

	
Numeric – Decimal

	
9000

	
9(9).99

	
Always

	
>= 0

	  	  
	
106

	
4506-T Indicator

	
A yes/no indicator of whether a Transcript of Tax Return (received pursuant to the filing of IRS Form 4506-T) was obtained and considered.

	
Borrower Qualification

	
Numeric – Integer

	
1

	
99

	
Always

	
See Coding

	
0 = No


1 = Yes


99 = Unknown

	  
	
107

	
Borrower Income Verification Level

	
A code indicating the extent to which the borrower’s income has been verified:


Level 4 Income Verification = [W-2 (Prev. Yr.) OR TAX RETURNS* (Prev. Yr.)] AND PAY STUBS (YTD (at least one month)–if salaried)


Level 5 Income Verification = 24 months income verification (W-2s, pay stubs, bank statements and/or tax returns**)


*For self-employed borrowers:  Level 4 Income Verification:


• 2 Years Tax Returns


• Self-prepared tax returns (regardless of 4506 and tax transcripts)


 


** For self-employed borrowers: Level 5 Income Verification:


• 2 Years tax returns


• Tax returns prepared and not executed by a CPA, with


          o CPA name & phone number shown on the Preparer section of the tax return


          o Executed 4506 and tax transcripts (matching returns in file)


• Tax returns prepared and executed by a CPA  (regardless of 4506 and tax transcripts)

	
Borrower Qualification

	
Numeric – Integer

	
1

	
9

	
Always

	
See Coding

	
1 = Not Stated, Not Verified


2 = Stated, Not Verified


3 = Stated, “Partially” Verified


4 = Stated, “Level 4” Verified  (as defined)


5 = Stated, “Level 5” Verified  (as defined)


 

	  
	
108

	
Co-Borrower Income Verification

	
A code indicating the extent to which the co-borrower’s income has been verified:


 


Level 4 Income Verification = [W-2 (Prev. Yr.) OR TAX RETURNS* (Prev. Yr.)] AND PAY STUBS (YTD (at least one month)–if salaried)


 


Level 5 Income Verification = 24 months income verification (W-2s, pay stubs, bank statements and/or tax returns**)


*For self-employed borrowers:  Level 4 Income Verification:


• 2 Years Tax Returns


• Self-prepared tax returns (regardless of 4506 and tax transcripts)


 


** For self-employed borrowers: Level 5 Income Verification:


• 2 Years tax returns


• Tax returns prepared and not executed by a CPA, with


          o CPA name & phone number shown on the Preparer section of the tax return


          o Executed 4506 and tax transcripts (matching returns in file)


• Tax returns prepared and executed by a CPA  (regardless of 4506 and tax transcripts)

	
Borrower Qualification

	
Numeric – Integer

	
2

	
9

	
If “Total Number of Borrowers” > 1

	
See Coding

	
1 = Not Stated, Not Verified


2 = Stated, Not Verified


3 = Stated, “Partially” Verified


4 = Stated, “Level 4” Verified  (as defined)


5 = Stated, “Level 5” Verified  (as defined)


 

	  
	
109

	
Borrower Employment Verification

	
A code indicating the extent to which the primary borrower’s employment has been verified:


 


Level 3 Verified = Direct Independent Verification with a third party of the borrower’s current employment.

	
Borrower Qualification

	
Numeric – Integer

	
2

	
9

	
Always

	
See Coding

	
1 = Not Stated, Not Verified


2 = Stated, Not Verified


3 = Stated, Level 3 Verified (as defined)

	  
	
110

	
Co-Borrower Employment Verification

	
A code indicating the extent to which the co-borrower’s employment has been verified:


 


Level 3 Verified = Direct Independent Verification with a third party of the co-borrower’s current employment.

	
Borrower Qualification

	
Numeric – Integer

	
1

	
9

	
If “Total Number of Borrowers” > 1

	
See Coding

	
1 = Not Stated, Not Verified


2 = Stated, Not Verified


3 = Stated, Level 3 Verified (as defined)

	  
	
111

	
Borrower Asset Verification

	
A code indicating the extent to which the primary borrower’s assets used to qualify the loan have been verified:


 


Level 4 Verified = 2 months of bank statements/balance documentation (written or electronic) for liquid assets (or gift letter).


 

	
Borrower Qualification

	
Numeric – Integer

	
3

	
9

	
Always

	
See Coding

	
1 = Not Stated, Not Verified


2 = Stated, Not Verified


3 = Stated, “Partially” Verified


4 = Stated, Level 4 Verified  (as defined)

	  
	
112

	
Co-Borrower Asset Verification

	
A code indicating the extent to which the co-borrower’s assets used to qualify the loan have been verified:


 


Level 4 = 2 months of bank statements/balance documentation (written or electronic) for liquid assets (or gift letter).


 

	
Borrower Qualification

	
Numeric – Integer

	
2

	
9

	
If “Total Number of Borrowers” > 1

	
See Coding

	
1 = Not Stated, Not Verified


2 = Stated, Not Verified


3 = Stated, “Partially” Verified


4 = Stated, Level 4 Verified  (as defined)

	  
	
113

	
Liquid / Cash Reserves

	
The actual dollar amount of remaining verified liquid assets after settlement. (This should not include cash out amount of subject loan.)

	
Borrower Qualification

	
Numeric – Decimal

	
3242.76

	
9(9).99

	
Always

	
>= 0

	  	  
	
114

	
Monthly Debt All Borrowers

	
The aggregate monthly payment due on other debt (excluding only installment loans with fewer than 10 payments remaining and other real estate loans used to compute net rental income— which is added/subtracted in the income fields).

	
Borrower Qualification

	
Numeric – Decimal

	
3472.43

	
9(9).99

	
Always

	
>= 0

	  	  
	
115

	
Originator DTI

	
Total Debt to income ratio used by the originator to qualify the loan.

	
Borrower Qualification

	
Numeric – Decimal

	
0.35

	
9.999999

	
Always

	
>= 0 and >= 1

	  	  
	
116

	
Fully Indexed Rate

	
The fully indexed interest rate as of securitization cut-off.

	
Borrower Qualification

	
Numeric – Decimal

	
0.0975

	
9.999999

	
ARMs Only

	
>= 0 and >= 1

	  	  
	
117

	
Qualification Method

	
Type of mortgage payment used to qualify the borrower for the loan.

	
Borrower Qualification

	
Numeric – Integer

	
3

	
99

	
Always

	
See Coding

	
1 = Start Rate


2 = First Year Cap Rate


3 = I/O Amount


4 = Fully Indexed


5 = Min Payment


98 = Other


99 = Unknown

	  
	
118

	
Percentage of Down Payment from Borrower Own Funds

	
Include only borrower funds, do not include any gift or borrowed funds. (Issuers may provide the actual percentage for each loan, or the guideline percentage and note departure concentration on the transaction summary.)

	
Borrower Qualification

	
Numeric – Decimal

	
0.5

	
9.999999

	
Purchase Loans Only

	
>= 0 and >= 1

	  	  
	
119

	
City

	
The name of the city.

	
Subject Property

	
Text

	
New York

	
X(45)

	
Always

	
Unk=Unknown

	  	  
	
120

	
State

	
The name of the state as a 2-digit Abbreviation.

	
Subject Property

	
Text

	
NY

	
XX

	
Always

	
See Coding

	
See Appendix H

	  
	
121

	
Postal Code

	
The postal code (zip code in the US) where the subject property is located.

	
Subject Property

	
Text

	
10022

	
X(5)

	
Always

	
Unk=Unknown

	  	  
	
122

	
Property Type

	
Specifies the type of property being used to secure the loan.

	
Subject Property

	
Numeric – Integer

	
11

	
99

	
Always

	
See Coding

	
See Appendix D

	  
	
123

	
Occupancy

	
Specifies the property occupancy status (e.g., owner-occupied, investment property, second home, etc.).

	
Subject Property

	
Numeric – Integer

	
4

	
9

	
Always

	
See Coding

	
See Appendix E

	  
	
124

	
Sales Price

	
The negotiated price of a given property between the buyer and seller.

	
Subject Property

	
Numeric – Decimal

	
450000.23

	
9(10).99

	
Purchase Loans Only

	
> 0

	  	  
	
125

	
Original Appraised Property Value

	
The appraised value of the property used to approve the loan.

	
Subject Property

	
Numeric – Decimal

	
550000.23

	
9(10).99

	
Always

	
> 0

	  	  
	
126

	
Original Property Valuation Type

	
Specifies the method by which the property value (at the time of underwriting) was reported.

	
Subject Property

	
Numeric – Integer

	
8

	
99

	
Always

	
See Coding

	
See Appendix F

	  
	
127

	
Original Property Valuation Date

	
Specifies the date on which the original property value (at the time of underwriting) was reported. (Issuers unable to provide may Rep and Warrant that the appraisal used for underwriting was not more than x days old at time of loan closing.)

	
Subject Property

	
Date

	
20090914

	
YYYYMMDD

	
Always

	
“19010101” if unknown

	  	  
	
128

	
Original Automated Valuation Model (AVM) Model Name

	
The name of the AVM Vendor if an AVM was used to determine the original property valuation.

	
Subject Property

	
Numeric – Integer

	
1

	
99

	
Always

	
See Appendix I

	
See Appendix I

	  
	
129

	
Original AVM Confidence Score

	
The confidence range presented on the AVM report.

	
Subject Property

	
Numeric – Decimal

	
0.74

	
9.999999

	
If AVM Model Name (Field 127) > 0

	
>= 0 to <= 1

	  	  
	
130

	
Most Recent Property Value[1]

	
If a valuation was obtained subsequent to the valuation used to calculate LTV, the most recent property value.

	
Subject Property

	
Numeric – Decimal

	
500000

	
9(10).99

	
If updated value was obtained subsequent to loan approval

	
> 0

	  	  
	
131

	
Most Recent Property Valuation Type

	
If an additional property valuation was obtained after the valuation used for underwriting purposes, the method by which the property value was reported.

	
Subject Property

	
Numeric – Integer

	
6

	
9

	
If updated value was obtained subsequent to loan approval

	
See Coding

	
See Appendix F

	  
	
132

	
Most Recent Property Valuation Date

	
Specifies the date on which the updated property value was reported.

	
Subject Property

	
Date

	
20090914

	
YYYYMMDD

	
If updated value was obtained subsequent to loan approval

	
“19010101” if unknown

	  	  
	
133

	
Most Recent AVM Model Name

	
The name of the AVM Vendor if an AVM was used to determine the updated property valuation.

	
Subject Property

	
Numeric – Integer

	
19

	
99

	
If updated value was obtained subsequent to loan approval

	
See Coding

	
See Appendix I

	  
	
134

	
Most Recent AVM Confidence Score

	
If AVM used to determine the updated property valuation, the confidence range presented on the AVM report.

	
Subject Property

	
Numeric – Decimal

	
0.85

	
9.999999

	
If “Most Recent AVM Model Name” > 0

	
>= 0 to <= 1

	  	  
	
135

	
Original CLTV

	
The ratio obtained by dividing the amount of all known outstanding mortgage liens on a property at origination by the lesser of the appraised value or the sales price.

	
Loan-to-Value (LTV)

	
Numeric – Decimal

	
0.96

	
9.999999

	
Always

	
>= 0 and <= 1.5

	  	  
	
136

	
Original LTV

	
The ratio obtained by dividing the original mortgage loan amount on the note date by the lesser of the mortgaged property’s appraised value on the note date or its purchase price.

	
Loan-to-Value (LTV)

	
Numeric – Decimal

	
0.8

	
9.999999

	
Always

	
>= 0 and <= 1.25

	  	  
	
137

	
Original Pledged Assets

	
The total value of assets pledged as collateral for the loan at the time of origination. Pledged assets may include cash or marketable securities.

	
Loan-to-Value (LTV)

	
Numeric – Decimal

	
75000

	
9(10).99

	
Always

	
>=0

	  	  
	
138

	
Mortgage Insurance Company Name

	
The name of the entity providing mortgage insurance for a loan.

	
Mortgage Insurance

	
Numeric – Integer

	
3

	
99

	
Always

	
See Coding

	
See Appendix G

	  
	
139

	
Mortgage Insurance Percent

	
Mortgage Insurance coverage percentage.

	
Mortgage Insurance

	
Numeric – Decimal

	
0.25

	
9.999999

	
“Mortgage Insurance Company Name” > 0

	
>= 0 to <= 1

	  	  
	
140

	
MI: Lender or Borrower Paid?

	
An indicator of whether mortgage insurance is paid by the borrower or the lender.

	
Mortgage Insurance

	
Numeric – Integer

	
1

	
99

	
“Mortgage Insurance Company Name” > 0

	
See Coding

	
1 = Borrower-Paid


2 = Lender- Paid


99 = Unknown

	  
	
141

	
Pool Insurance Co. Name

	
Name of pool insurance provider.

	
Mortgage Insurance

	
Numeric – Integer

	
8

	
99

	
Always

	
See Coding

	
See Appendix G

	  
	
142

	
Pool Insurance Stop Loss %

	
The aggregate amount that a pool insurer will pay, calculated as a percentage of the pool balance.

	
Mortgage Insurance

	
Numeric – Decimal

	
0.25

	
9.999999

	
Pool MI Company > 0

	
>= 0 to <= 1

	  	  
	
143

	
MI Certificate Number

	
The unique number assigned to each individual loan insured under an MI policy.

	
Mortgage Insurance

	
Text

	
123456789G

	
X(20)

	
MI Company


> 0

	
UNK = Unknown

	  	  
	
144

	
Updated DTI


(Front-end)

	
Updated front-end DTI ratio (total monthly housing expense divided by total monthly income) used to qualify the loan modification.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
0.35

	
9.999999

	
Modified Loans Only

	
>= 0 and >= 1

	  	  
	
145

	
Updated DTI


(Back-end)

	
Updated back-end DTI ratio (total monthly debt expense divided by total monthly income) used to qualify the loan modification.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
0.35

	
9.999999

	
Modified Loans Only

	
>= 0 and >= 1

	  	  
	
146

	
Modification Effective Payment Date

	
Date of first payment due post modification.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Date

	
20090914

	
YYYYMMDD

	
Modified Loans Only

	
“19010101” if unknown

	  	  
	
147

	
Total Capitalized Amount

	
Amount added to the principal balance of a loan due to the modification.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
12000

	
9(10).99

	
Modified Loans Only

	
>= 0

	  	  
	
148

	
Total Deferred Amount

	
Any non-interest-bearing deferred amount (e.g., principal, interest and fees).

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
12000

	
9(10).99

	
Modified Loans Only

	
>= 0

	  	  
	
149

	
Pre-Modification Interest (Note) Rate

	
Scheduled Interest Rate Of The Loan Immediately Preceding The Modification Effective Payment Date.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
0.075

	
9.999999

	
Modified Loans Only

	
>= 0 to <= 1

	  	  
	
150

	
Pre-Modification P&I Payment

	
Scheduled Total Principal And Interest Payment Amount Preceding The Modification Effective Payment Date – or if servicer is no longer advancing P&I, the payment that would be in effect if the loan were current.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
2310.57

	
9(10).99

	
Modified Loans Only

	
> 0

	  	  
	
151

	
Pre-Modification Initial Interest Rate Change Downward Cap

	
Maximum amount the rate can adjust downward on the first interest rate adjustment date (prior to modification) – Only provide if the rate floor is modified.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
0.015

	
9.999999

	
Modified Loans Only

	
>= 0 to <= 1

	  	  
	
152

	
Pre-Modification Subsequent Interest Rate Cap

	
Maximum increment the rate can adjust upward AFTER the initial rate adjustment (prior to modification) – Only provide if the Cap is modified.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
0.015

	
9.999999

	
Modified Loans Only

	
>= 0 to <= 1

	  	  
	
153

	
Pre-Modification Next Interest Rate Change Date

	
Next Interest Reset Date Under The Original Terms Of The Loan (one month prior to new payment due date).

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Date

	
20090914

	
YYYYMMDD

	
Modified Loans Only

	
“19010101” if unknown

	  	  
	
154

	
Pre-Modification I/O Term

	
Interest Only Term (in months) preceding The Modification Effective Payment Date.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Integer

	
36

	
999

	
Modified Loans Only

	
>= 0 to <= 120

	  	  
	
155

	
Forgiven Principal Amount

	
The sum total of all principal balance reductions (as a result of loan modification) over the life of the loan.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
12000

	
9(10).99

	
Modified Loans Only

	
>= 0

	  	  
	
156

	
Forgiven Interest Amount

	
The sum total of all interest incurred and forgiven (as a result of loan modification) over the life of the loan.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Decimal

	
12000

	
9(10).99

	
Modified Loans Only

	
>= 0

	  	  
	
157

	
Number of Modifications

	
The number of times the loan has been modified.

	
Loan Modifications (Pertains only to loans modified for loss mitigation purposes)

	
Numeric – Integer

	
1

	
9

	
Modified Loans Only

	
>= 0

	  	  
	
MH-1

	
Real Estate Interest

	
Indicates whether the property on which the manufactured home is situated is owned outright or subject to the terms of a short- or long-term lease. (A long-term lease is defined as a lease whose term is greater than or equal to the loan term.)

	
Manufactured Housing

	
Numeric – Integer

	
2

	
99

	
Manufactured Housing Loans Only

	
See Coding

	
1 = Owned


2 = Short-term lease


3 = Long-term lease


99 = Unavailable

	  
	
MH-2

	
Community Ownership Structure

	
If the manufactured home is situated in a community, a means of classifying ownership of the community.

	
Manufactured Housing

	
Numeric – Integer

	
2

	
99

	
Manufactured Housing Loans Only

	
See Coding

	
1 = Public Institutional


2 = Public Non-Institutional


3 = Private Institutional


4 = Private Non-Institutional


5 = HOA-Owned


6 = Non-Community


99 = Unavailable

	  
	
MH-3

	
Year of Manufacture

	
The year in which the home was manufactured (Model Year — YYYY Format). Required only in cases where a full appraisal is not provided.

	
Manufactured Housing

	
Numeric – Integer

	
2006

	
YYYY

	
Manufactured Housing Loans Only

	
1901 = Unavailable

	  	  
	
MH-4

	
HUD Code Compliance  Indicator (Y/N)

	
Indicates whether the home was constructed in accordance with the 1976 HUD code. In general, homes manufactured after 1976 comply with this code.

	
Manufactured Housing

	
Numeric – Integer

	
1

	
9

	
Manufactured Housing Loans Only

	
See Codes

	
0 = No


1 = Yes


99 = Unavailable

	  
	
MH-5

	
Gross Manufacturer’s Invoice Price

	
The total amount that appears on the manufacturer’s invoice (typically includes intangible costs such as transportation, association, on-site setup, service and warranty costs, taxes, dealer incentives, and other fees).

	
Manufactured Housing

	
Numeric – Decimal

	
72570.62

	
9(10).99

	
Manufactured Housing Loans Only

	
>= 0

	  	  
	
MH-6

	
LTI (Loan-to-Invoice) Gross

	
The ratio of the loan amount divided by the Gross Manufacturer’s Invoice Price (Field MH-5).

	
Manufactured Housing

	
Numeric – Decimal

	
0.75

	
9.999999

	
Manufactured Housing Loans Only

	
>= 0 to <= 1

	  	  
	
MH-7

	
Net Manufacturer’s Invoice Price

	
The Gross Manufacturer’s Invoice Price (Field MH-5) minus intangible costs, including: transportation, association, on-site setup, service, and warranty costs, taxes, dealer incentives, and other fees.

	
Manufactured Housing

	
Numeric – Decimal

	
61570.62

	
9(10).99

	
Manufactured Housing Loans Only

	
>= 0

	  	  
	
MH-8

	
LTI (Net)

	
The ratio of the loan amount divided by the Net Manufacturer’s Invoice Price (Field MH-7).

	
Manufactured Housing

	
Numeric – Decimal

	
0.62

	
9.999999

	
Manufactured Housing Loans Only

	
>= 0 to <= 1

	  	  
	
MH-9

	
Manufacturer Name

	
The manufacturer of the subject property. (To be applied only in cases where no appraised value/other type of property valuation is available.)

	
Manufactured Housing

	
Text

	
“XYZ Corp”

	
Char (100)

	
Manufactured Housing Loans Only (where no appraised value is provided)

	
MH Manufacturer name in double quotation marks

	  	  
	
MH-10

	
Model Name

	
The model name of the subject property. (To be applied only in cases where no appraised value/other type of property valuation is available.)

	
Manufactured Housing

	
Text

	
“DX5-916-X”

	
Char (100)

	
Manufactured Housing Loans Only (where no appraised value is provided)

	
MH Model name in double quotation marks

	  	  
	
MH-11

	
Down Payment Source

	
An indicator of the source of the down payment used by the borrower to acquire the property and qualify for the mortgage.

	
Manufactured Housing

	
Numeric – Integer

	
2

	
99

	
Manufactured Housing Loans Only

	
See Codes

	
1 = Cash


2 = Proceeds from trade in


3 = Land in Lieu


4 = Other


99 = Unavailable

	  
	
MH-12

	
Community/Related Party Lender (Y/N)

	
An indicator of whether the loan was made by the community owner, an affiliate of the community owner or the owner of the real estate upon which the collateral is located.

	
Manufactured Housing

	
Numeric – Integer

	
1

	
99

	
Manufactured Housing Loans Only

	
See Codes

	
0 = No


1 = Yes


99 = Unavailable

	  
	
MH-13

	
Defined Underwriting Criteria (Y/N)

	
An indicator of whether the loan was made in accordance with a defined and/or standardized set of underwriting criteria.

	
Manufactured Housing

	
Numeric – Integer

	
1

	
99

	
Manufactured Housing Loans Only

	
See Codes

	
0 = No


1 = Yes


99 = Unavailable

	  
	
MH-14

	
Chattel Indicator

	
An Indicator of whether the secured property is classified as chattel or Real Estate.

	
Manufactured Housing

	
Numeric – Integer

	
1

	
99

	
Manufactured Housing Loans Only

	
See Codes

	
0 = Real Estate


1 = Chattel


99 = Unavailable