Exhibit 4.1


 


 


 


 


SEQUOIA MORTGAGE TRUST 201_-_,


 


Issuer


 


 


and


 


 


_________________________________,


 


Trustee


 


 


INDENTURE


 


 


Dated as of _____________ __, 201__


 


 


Relating to


 


SEQUOIA MORTGAGE TRUST 201_-_


 


 


COLLATERALIZED MORTGAGE BONDS


 


  



    	 



    	 



    



 


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


 


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


 



    	i



    	 



    

 


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


 



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TABLE OF CONTENTS


 


	PARTIES	1
	 	 
	PRELIMINARY STATEMENT	1
	 	 
	GRANTING CLAUSE	1
	 	 	 
	ARTICLE I	DEFINITIONS	2
	 	 	 
	SECTION 1.01.	GENERAL DEFINITIONS.	2
	 	 	 
	ARTICLE II	THE BONDS.	22
	 	 	 
	SECTION 2.01.	FORMS GENERALLY.	22
	 	 	 
	SECTION 2.02.	FORMS OF BONDS AND CERTIFICATE OF AUTHENTICATION.	23
	 	 	 
	SECTION 2.03.	BONDS ISSUABLE IN CLASSES; PROVISIONS WITH RESPECT TO PRINCIPAL AND INTEREST PAYMENTS.	23
	 	 	 
	SECTION 2.04.	DENOMINATIONS.	26
	 	 	 
	SECTION 2.05.	EXECUTION, AUTHENTICATION, DELIVERY AND DATING.	26
	 	 	 
	SECTION 2.06.	TEMPORARY BONDS.	27
	 	 	 
	SECTION 2.07.	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.	27
	 	 	 
	SECTION 2.08.	MUTILATED, DESTROYED, LOST OR STOLEN BONDS.	28
	 	 	 
	SECTION 2.09.	PAYMENTS OF PRINCIPAL AND INTEREST.	28
	 	 	 
	SECTION 2.10.	PERSONS DEEMED OWNERS.	29
	 	 	 
	SECTION 2.11.	CANCELLATION.	30
	 	 	 
	SECTION 2.12.	AUTHENTICATION AND DELIVERY OF BONDS.	30
	 	 	 
	SECTION 2.13.	MATTERS RELATING TO BOOK ENTRY BONDS.	33
	 	 	 
	SECTION 2.14.	TERMINATION OF BOOK ENTRY SYSTEM.	34
	 	 	 
	SECTION 2.15.	ADDITIONAL BONDS.	34
	 	 	 
	ARTICLE III	COVENANTS.	35
	 	 	 
	SECTION 3.01.	PAYMENT OF BONDS.	35
	 	 	 
	SECTION 3.02.	MAINTENANCE OF OFFICE OR AGENCY.	35



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	SECTION 3.03.	MONEY FOR BOND PAYMENTS TO BE HELD IN TRUST.	35
	 	 	 
	SECTION 3.04.	CORPORATE EXISTENCE OF OWNER TRUSTEE.	37
	 	 	 
	SECTION 3.05.	PROTECTION OF TRUST ESTATE.	37
	 	 	 
	SECTION 3.06.	OPINIONS AS TO TRUST ESTATE.	38
	 	 	 
	SECTION 3.07.	PERFORMANCE OF OBLIGATIONS; MASTER SERVICING AGREEMENT.	38
	 	 	 
	SECTION 3.08.	INVESTMENT COMPANY ACT.	39
	 	 	 
	SECTION 3.09.	NEGATIVE COVENANTS.	39
	 	 	 
	SECTION 3.10.	ANNUAL STATEMENT AS TO COMPLIANCE.	40
	 	 	 
	SECTION 3.11.	RECORDING OF ASSIGNMENTS.	40
	 	 	 
	SECTION 3.12.	LIMITATION OF LIABILITY OF SATISFACTION AND DISCHARGE.	40
	 	 	 
	ARTICLE IV	 	41
	 	 	 
	SECTION 4.01.	SATISFACTION AND DISCHARGE OF INDENTURE.	41
	 	 	 
	SECTION 4.02.	APPLICATION OF TRUST MONEY.	42
	 	 	 
	ARTICLE V	DEFAULTS AND REMEDIES.	42
	 	 	 
	SECTION 5.01.	EVENT OF DEFAULT.	42
	 	 	 
	SECTION 5.02.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.	43
	 	 	 
	SECTION 5.03.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.	44
	 	 	 
	SECTION 5.04.	REMEDIES.	45
	 	 	 
	SECTION 5.05.	[RESERVED].	45
	 	 	 
	SECTION 5.06.	TRUSTEE MAY FILE PROOFS OF CLAIM.	45
	 	 	 
	SECTION 5.07.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF BONDS.	46
	 	 	 
	SECTION 5.08.	APPLICATION OF MONEY COLLECTED.	46
	 	 	 
	SECTION 5.09.	LIMITATION ON SUITS.	46
	 	 	 
	SECTION 5.10.	UNCONDITIONAL RIGHTS OF BONDHOLDERS TO RECEIVE PRINCIPAL AND INTEREST.	47
	 	 	 
	SECTION 5.11.	RESTORATION OF RIGHTS AND REMEDIES.	47
	 	 	 
	SECTION 5.12.	RIGHTS AND REMEDIES CUMULATIVE.	47
	 	 	 
	SECTION 5.13.	DELAY OR OMISSION NOT WAIVER.	47



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	SECTION 5.14.	CONTROL BY BONDHOLDERS.	48
	 	 	 
	SECTION 5.15.	WAIVER OF PAST DEFAULTS.	48
	 	 	 
	SECTION 5.16.	UNDERTAKING FOR COSTS.	48
	 	 	 
	SECTION 5.17.	WAIVER OF STAY OR EXTENSION LAWS.	49
	 	 	 
	SECTION 5.18.	SALE OF TRUST ESTATE.	49
	 	 	 
	SECTION 5.19.	ACTION ON BONDS.	50
	 	 	 
	ARTICLE VI	THE TRUSTEE	50
	 	 	 
	SECTION 6.01.	DUTIES OF TRUSTEE.	50
	 	 	 
	SECTION 6.02.	NOTICE OF DEFAULT.	52
	 	 	 
	SECTION 6.03.	RIGHTS OF TRUSTEE.	52
	 	 	 
	SECTION 6.04.	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF BONDS.	53
	 	 	 
	SECTION 6.05.	MAY HOLD BONDS.	53
	 	 	 
	SECTION 6.06.	MONEY HELD IN TRUST.	54
	 	 	 
	SECTION 6.07.	COMPENSATION AND REIMBURSEMENT.	54
	 	 	 
	SECTION 6.08.	ELIGIBILITY; DISQUALIFICATION.	55
	 	 	 
	SECTION 6.09.	TRUSTEE’S CAPITAL AND SURPLUS.	55
	 	 	 
	SECTION 6.10.	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.	55
	 	 	 
	SECTION 6.11.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.	56
	 	 	 
	SECTION 6.12.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE.	56
	 	 	 
	SECTION 6.13.	PREFERENTIAL COLLECTION OF CLAIM AGAINST ISSUER.	57
	 	 	 
	SECTION 6.14.	CO-TRUSTEES AND SEPARATE TRUSTEES.	57
	 	 	 
	SECTION 6.15.	AUTHENTICATING AGENTS.	58
	 	 	 
	SECTION 6.17.	PAYMENT OF CERTAIN INSURANCE PREMIUMS.	59
	 	 	 
	SECTION 6.18.	SUBSTITUTION OF INSURANCE POLICIES, ETC.; NOTIFICATION OF RATING AGENCIES.	59
	 	 	 
	ARTICLE VII	BONDHOLDERS’ LISTS AND REPORTS	60
	 	 	 
	SECTION 7.01.	ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF BONDHOLDERS.	60
	 	 	 
	SECTION 7.02.	RESERVATION OF INFORMATION; COMMUNICATIONS TO BONDHOLDERS.	60



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	SECTION 7.03.	REPORTS BY TRUSTEE.	60
	 	 	 
	SECTION 7.04.	REPORTS BY ISSUER.	61
	 	 	 
	SECTION 7.05.	NOTICE TO THE RATING AGENCIES [AND TO BOND INSURER.]	61
	 	 	 
	ARTICLE VIII	ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES	61
	 	 	 
	SECTION 8.01.	COLLECTION OF MONEYS.	61
	 	 	 
	SECTION 8.02.	DISTRIBUTION ACCOUNT.	62
	 	 	 
	SECTION 8.03.	GENERAL PROVISIONS REGARDING PLEDGED ACCOUNTS.	62
	 	 	 
	SECTION 8.04.	PURCHASES OF DEFECTIVE PLEDGED MORTGAGES.	63
	 	 	 
	SECTION 8.05.	GRANT OF REPLACEMENT PLEDGED MORTGAGE.	64
	 	 	 
	SECTION 8.06.	REPORTS BY TRUSTEE TO BONDHOLDERS.	64
	 	 	 
	SECTION 8.07.	PREPARATION AND FILING OF REPORTS with the SEC	66
	 	 	 
	SECTION 8.08.	TRUSTEE’S ANNUAL STATEMENT OF COMPLIANCE.	70
	 	 	 
	SECTION 8.09.	TRUSTEE’S ASSESSMENT OF COMPLIANCE AND ATTESTATION REPORT.	70
	 	 	 
	SECTION 8.10.	OTHER REPORTS BY TRUSTEE.	71
	 	 	 
	SECTION 8.11.	TRUST ESTATE; RELEASE AND DELIVERY OF MORTGAGE DOCUMENTS.	71
	 	 	 
	SECTION 8.09.	AMENDMENTS TO THE MASTER SERVICING AGREEMENT.	72
	 	 	 
	SECTION 8.10.	SERVICERS AND MASTER SERVICER AS AGENTS AND BAILEES OF TRUSTEE.	72
	 	 	 
	SECTION 8.11.	OPINION OF COUNSEL.	73
	 	 	 
	SECTION 8.12.	RELEASE OF PLEDGED MORTGAGES.	73
	 	 	 
	ARTICLE IX	SUPPLEMENTAL INDENTURES	74
	 	 	 
	SECTION 9.01.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDHOLDERS.	74
	 	 	 
	SECTION 9.02.	SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDHOLDERS.	75
	 	 	 
	SECTION 9.03.	EXECUTION OF SUPPLEMENTAL INDENTURES.	76
	 	 	 
	SECTION 9.04.	EFFECT OF SUPPLEMENTAL INDENTURES.	76
	 	 	 
	SECTION 9.05.	CONFORMITY WITH TRUST INDENTURE ACT.	76
	 	 	 
	SECTION 9.06.	REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES.	76
	 	 	 
	SECTION 9.07.	AMENDMENTS TO DEPOSIT TRUST AGREEMENT OR MASTER SERVICING AGREEMENT.	77



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	ARTICLE X	REDEMPTION OF BONDS	77
	 	 	 
	SECTION 10.01.	SPECIAL REDEMPTION; REDEMPTION.	77
	 	 	 
	SECTION 10.02.	FORM OF REDEMPTION NOTICE.	78
	 	 	 
	SECTION 10.03.	BONDS PAYABLE ON OPTIONAL REDEMPTION DATE.	78
	 	 	 
	ARTICLE XI	MISCELLANEOUS	78
	 	 	 
	SECTION 11.01.	COMPLIANCE CERTIFICATES AND OPINIONS.	78
	 	 	 
	SECTION 11.02.	FORM OF DOCUMENTS DELIVERED TO TRUSTEE.	79
	 	 	 
	SECTION 11.03.	ACTS OF BONDHOLDERS.	80
	 	 	 
	SECTION 11.04.	NOTICES, ETC. TO TRUSTEE AND ISSUER.	80
	 	 	 
	SECTION 11.05.	NOTICES AND REPORTS TO BONDHOLDERS; WAIVER OF	81
	 	 	 
	SECTION 11.06.	RULES BY TRUSTEE AND AGENTS.	81
	 	 	 
	SECTION 11.07.	CONFLICT WITH TRUST INDENTURE ACT.	81
	 	 	 
	SECTION 11.08.	EFFECT OF HEADINGS AND TABLE OF CONTENTS.	81
	 	 	 
	SECTION 11.09.	SUCCESSORS AND ASSIGNS.	82
	 	 	 
	SECTION 11.11.	BENEFITS OF INDENTURE.	82
	 	 	 
	SECTION 11.12.	LEGAL HOLIDAYS.	82
	 	 	 
	SECTION 11.13.	GOVERNING LAW.	82
	 	 	 
	SECTION 11.14.	COUNTERPARTS.	82
	 	 	 
	SECTION 11.15.	RECORDING OF INDENTURE.	82
	 	 	 
	SECTION 11.16.	ISSUER OBLIGATION.	82
	 	 	 
	SECTION 11.17.	INSPECTION.	83
	 	 	 
	SECTION 11.18.	USURY.	83
	 	 	 
	SECTION 11.19.	NO PETITION.	83
	 	 	 
	ARTICLE XII	THE BOND INSURER.	83
	 	 	 
	SECTION 12.01.	CERTAIN MATTERS REGARDING THE BOND INSURER AND THE BOND INSURANCE POLICY.	83


 



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EXHIBITS


 


	EXHIBIT I	LETTER AGREEMENT WITH THE DEPOSITORY	i-1
	 	 	 
	EXHIBIT II	FORM OF SENIOR BOND	ii-1
	 	 	 
	EXHIBIT III	FORM OF A CLASS [B-1] BOND	iii-1
	 	 	 
	EXHIBIT IV	FORM OF A CLASS [B-2] BOND	iv-1
	 	 	 
	EXHIBIT V	FORM OF BOND INSURANCE POLICY	v-1
	 	 	 
	EXHIBIT VI	FORM OF CERTIFICATION TO BE PROVIDED TO MANAGER BY THE TRUSTEE	vi-1
	 	 	 
	EXHIBIT VII	SERVICING CRITERIA	vii-1
	 	 	 
	EXHIBIT VIII	ADDITIONAL FORM 10-D DISCLOSURE	viii
	 	 	 
	EXHIBIT IX	ADDITIONAL FORM 10-K DISCLOSURE	ix
	 	 	 
	EXHIBIT X	FORM 8-K DISCLOSURE information	x


 


 



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PARTIES


 


INDENTURE,
dated as of ___________ ___, 201__ (as amended or supplemented from time to time as permitted hereby, the “Indenture”),
between Sequoia Mortgage Trust 201_-_ (herein, together with its permitted successors and assigns, called the “Issuer”),
a statutory business trust created under the Deposit Trust Agreement (as defined herein), and _____________________________, a
_____________ corporation, as trustee (together with its permitted successors in the trusts hereunder, the “Trustee”).


PRELIMINARY
STATEMENT


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


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


GRANTING
CLAUSE


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


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


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



    	1



    	 



    

ARTICLE
I 


DEFINITIONS


 


SECTION
1.01. GENERAL DEFINITIONS.


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


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


“ACCRUAL
DATE”: The date upon which interest begins accruing on the Bonds, such date being ____________ ___, 201__.


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


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


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


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


“ADDITIONAL
SERVICER:” Each affiliate of a Servicer that Services any of the Mortgage Loans and each Person who is not an affiliate of
any Servicer, who Services 10% or more of the Mortgage Loans.


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



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


“ADVANCE”:
The payment required to be made by the Master Servicer with respect to any Payment Date pursuant to Section 4 of the Master Servicing
Agreement, the amount of any such payment being equal to the aggregate of the payments of principal and interest (net of the Master
Servicing Fee and the applicable Servicing Fee and net of any net income in the case of any REO Property) on the Pledged Mortgages
that were due on the related Due Date and not received as of the close of business on the related Determination Date, less the
aggregate amount of any such delinquent payments that the Master Servicer has determined would constitute a Nonrecoverable Advance
if advanced.


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


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


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


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


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


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


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


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



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


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


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


“BOND
ACCOUNT”: The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3(h)(v)
of the Master Servicing Agreement with a depository institution in the name of the Master Servicer for the benefit of the Trustee
on behalf of Bondholders and designated “Sequoia Mortgage Holdings, Inc. in trust for the registered holders of Sequoia Mortgage
Trust 201_-_ Collateralized Mortgage Bonds, Series 201_-_”.


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


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


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


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


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


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


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


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


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


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


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



    	4



    	 



    

 


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


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


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


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


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


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


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


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


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



    	5



    	 



    

 


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


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


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


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


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


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


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


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


“CLOSING
DATE”: ____________ ___, 201__.



    	6



    	 



    

 


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


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


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


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


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


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


“CUT-OFF
DATE”: _____________ ___, 201__.


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


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


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


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


“DEFINITIVE
BONDS”: Bonds other than Book Entry Bonds.


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


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


“DEPOSITOR”:
[_________________], a Delaware corporation.


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



    	7



    	 



    

 


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


“DEPOSIT
TRUST AGREEMENT”: The Amended and Restated Deposit Trust Agreement, dated as of ____________ _ _, 201__, between the Bank
and the Depositor, creating the Issuer, as such Deposit Trust Agreement may be amended or supplemented from time to time.


“DEPOSITOR”:
[________________], a Delaware corporation, or its successors-in-interest.


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


“DISTRIBUTION
ACCOUNT”: The separate Eligible Account created and maintained by the Trustee pursuant to Section 8.02 in the name of the
Trustee for the benefit of the Bondholders and designated “____________________ in trust for registered holders of Sequoia
Mortgage Trust 201_-_, Collateralized Mortgage Bonds. Funds in the Distribution Account shall be held in trust for the Bondholders
for the uses and purposes set forth in this Indenture.


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


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


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


“ELIGIBLE
ACCOUNT”: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings
of each Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution
or trust company in which such accounts are insured by the FDIC or the SAIF (to the limits established by the FDIC or the SAIF)
and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Bondholders have a claim with respect to the funds in such account or a perfected first
priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is
superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is
maintained, or (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository
institution or trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.


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


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



    	8



    	 



    

 


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


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


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


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


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


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


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


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


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


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


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


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



    	9



    	 



    

 


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


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


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


“INSURANCE
POLICY”: With respect to any Pledged Mortgage, any insurance policy, including all riders and endorsements thereto in effect,
including any replacement policy or policies for any Insurance Policies.


“INSURANCE
PROCEEDS”: Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.


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


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


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


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


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


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


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


“ISSUER”:
Sequoia Mortgage Trust 201_-_ formed pursuant to the Deposit Trust Agreement.


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



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


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


“LIQUIDATION
PROCEEDS”: Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted
Pledged Mortgages, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any
condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less
the sum of related unreimbursed Master Servicing Fees, Servicing Advances and Advances.


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


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


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


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


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


“MASTER
SERVICING AGREEMENT”: The master servicing agreement dated as of _____________ , 201__, among the Issuer, the Trustee and
the Master Servicer, pursuant to which the Master Servicer will be obligated to manage and supervise the administration and servicing
of the Pledged Mortgages securing the Bonds and each Servicer of the Pledged Mortgages, or its successors or assigns, as such agreement
may be amended or supplemented from time to time as permitted thereby.


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


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


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



    	11



    	 



    

 


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


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


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


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


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


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


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


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


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


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


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


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


“NRSRO
CERTIFICATION”: A certification in the form of Exhibit O to the Pooling and Servicing Agreement.


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


“OFFICER’S
CERTIFICATE OF THE MASTER SERVICER”: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board,
the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary,
or one of the Assistant Treasurers or Assistant Secretaries of the Master Servicer, or (ii) if provided for herein, signed by a
Servicing Officer, as the case may be, and delivered to the Trustee, as required hereby.



    	12



    	 



    

 


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


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


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


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


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


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


“ORIGINAL
INVESTED AMOUNT”: $____________.


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


“ORIGINAL
SENIOR CLASS PRINCIPAL AMOUNT”: $___________________.


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


“OTS”:
The Office of Thrift Supervision.


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


		(i)	Bonds theretofore cancelled by the Bond Registrar or delivered to the Bond Registrar for cancellation;



		(ii)	Bonds or portions thereof for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust for the Holders of such Bonds; provided,
however, that if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision
therefor, satisfactory to the Trustee, has been made;



		(iii)	Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant
to this Indenture unless proof satisfactory to the Trustee is presented that any such Bonds are held by a bona fide purchaser (as
defined by the Uniform Commercial Code of the applicable jurisdiction); and



		(iv)	Bonds alleged to have been destroyed, lost or stolen for which replacement Bonds have been issued
as provided for in Section 2.08;



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



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


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


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


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


“PAYMENT
DATE”: The ___th day of each [calendar month] after the initial issuance of the Bonds or, if such ___th day is not a Business
Day, the next succeeding Business Day, commencing in ____________ 201__.


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


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


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


		(i)	such lien, charge, security interest, mortgage or encumbrance extends only to a portion of the
Trust Estate which is limited to cash deliverable or payable to the Issuer pursuant to Section 8.01 or Section 8.02(d);



		(ii)	such lien, charge, security interest, mortgage or other encumbrance secures indebtedness which
the Issuer is permitted to incur under the terms of this Indenture; and



		(iii)	the beneficiary of such lien, charge, security interest, mortgage or other encumbrance has agreed
that in connection with the enforcement thereof it will not bring any Proceeding seeking, or which would result in, the sale of
any portion of the Trust Estate and will not file any petition for the commencement of insolvency proceedings with respect to the
Issuer under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy,
insolvency or similar law, or for the appointment of any receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or of any of its property, or seeking an order for the winding up or liquidation of the affairs
of the Issuer.




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“PERMITTED
INVESTMENTS”: At any time, any one or more of the following obligations and securities:


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



		(ii)	general obligations of or obligations guaranteed by any state of the United States or the District
of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading
or withdrawal of the ratings then assigned to the Bonds by the Rating Agencies, as evidenced by a signed writing delivered by each
Rating Agency;



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



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



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



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



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



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



		(ix)	interests in any money market fund which at the date of acquisition of the interests in such fund
and throughout the time such interests are held in such fund has the highest applicable rating by each Rating Agency or such lower
rating as will not result in a change in the rating then assigned to the Bonds by each Rating Agency;




    	15



    	 



    

 


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



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



provided, that no such instrument
shall be a Permitted Investment if (i) such instrument evidences the right to receive interest only payments with respect to the
obligations underlying such instrument or (ii) such instrument would require the Issuer to register as an investment company under
the Investment Company Act of 1940, as amended.


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


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


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


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


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


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


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



    	16



    	 



    

 


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


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


“PRINCIPAL
PREPAYMENT”: Any payment of principal by a Mortgagor on a Pledged Mortgage that is received in advance of its scheduled Due
Date and is not accompanied by an amount representing scheduled interest due on any date or dates in any month or months subsequent
to the month of prepayment.


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


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


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


“PROSPECTUS
SUPPLEMENT”: The Prospectus Supplement dated _________ ___, 201__ relating to the Bonds.


“PURCHASE
AGREEMENT:” The Mortgage Loan Purchase Agreement, dated as of ________, 201_, by and between the Seller and the Depositor
with respect to the Mortgage Loans.


“PURCHASE
PRICE”: With respect to any Pledged Mortgage required to be purchased by the Master Servicer pursuant to Section 2(a)(ii)
or 2(d)(iii) of the Master Servicing Agreement or purchased at the option of the Master Servicer pursuant to Section 3(n) of the
Master Servicing Agreement, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Pledged Mortgage on the
date of such purchase, and (ii) accrued interest thereon at the applicable Adjusted Net Mortgage Rate from the date through which
interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Bondholders.


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


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



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


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


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


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


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


“RELEVANT
SERVICING CRITERIA”: The Servicing Criteria applicable to each party, as set forth on Exhibit VII attached hereto. Multiple
parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged
by the Master Servicer, the Trustee or each Servicer, the term “Relevant Servicing Criteria” may refer to a portion
of the Relevant Servicing Criteria applicable to such parties.


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


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


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


“REPLACEMENT
PLEDGED MORTGAGE”: A Mortgage Loan substituted by the Master Servicer for a Deleted Mortgage Loan which must, on the date
of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit C to the Master Servicing Agreement,
(i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution,
not in excess of, and not more than 10% less than, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing
interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value
Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a Mortgage Rate based upon the same Index and a Margin at least
equal to and not greater than 50 basis points higher than that of the Deleted Mortgage Loan; (v) have a Mortgage Rate subject to
a Periodic Rate Cap and Maximum Rate that are no less than those applicable to the Deleted Mortgage Loan; (vi) have Adjustment
Dates that are no more or less frequent than the Deleted Mortgage Loan; (vii) have a remaining term to maturity no greater than
(and not more than one year less than that of) the Deleted Mortgage Loan; (viii) not be a Cooperative Loan unless the Deleted Mortgage
Loan was a Cooperative Loan; and (ix) comply with each representation and warranty set forth in Section 2(d)(ii) of the Master
Servicing Agreement.



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


“RESPONSIBLE
OFFICER”: With respect to the Trustee, any officer in the corporate trust department or similar group of the Trustee and
also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or
her knowledge of and familiarity with the particular subject.


“RULE
15GA-1 INFORMATION: As defined in Section 4.04(a) of the Pooling and Servicing Agreement.


“RULE
17g-5 INFORMATION PROVIDER”: The Securities Administrator.


“RULE
17G-5 WEBSITE”: The website maintained by the Securities Administrator pursuant to Section 4.03 of the Pooling and Servicing
Agreement.


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


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


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


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


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



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


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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


“TRUST”:
Sequoia Mortgage Trust 201_-_, a trust established by a deposit trust agreement between the depositor and [ ], as owner trustee.


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


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


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


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


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


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


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


ARTICLE
II 


THE
BONDS


 


SECTION
2.01.FORMS GENERALLY.


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



    	22



    	 



    

 


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


SECTION
2.02. FORMS OF BONDS AND CERTIFICATE OF AUTHENTICATION.


(a)The
form of Bond which is a Senior Bond is attached hereto as Exhibit II.


(b)The
form of Bond which is a Class [B-1] Bond is attached hereto as Exhibit III.


(c)The
form of Bond which is a Class [B-2] Bond is attached hereto as Exhibit IV.


(d)The
form of the Trustee’s certificate of authentication is as follows:


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


as
Trustee


By:


Authorized Signatory”


(e)The
form of assignment is as follows:


“FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________________ (Please
insert Social Security or other Identifying Number of Assignee) _________________________________________________________________
(Please print or type name and address of Assignee) __________________________________________________________ the within Bond
of Sequoia Mortgage Trust 201_-_, and does hereby irrevocably constitute and appoint __________ Attorney to transfer such Bond
on the books of the within named trust, with full power of substitution in the premises.


Dated: ______________________________


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



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


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


(a)General.


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


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


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


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


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


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


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


		(i)	to the Senior Bonds, an amount allocable to interest equal to the Senior Interest Payment Amount
for such Payment Date;



		(ii)	to the Senior Bonds, an amount allocable to principal equal to the Senior Principal Payment Amount
for such Payment Date;



		(iii)	to the Class [B-1] Bonds, an amount allocable to interest equal to the Class [B-1] Interest Payment
Amount for such Payment Date;



		(iv)	to the Class [B-1] Bonds, an amount allocable to principal equal to the Class [B-1] Principal Payment
Amount for such Payment Date;



		(v)	to the Class [B-2] Bonds, an amount allocable to interest equal to the Class [B-2] Interest Payment
Amount for such Payment Date; and



		(vi)	to the Class [B-2] Bonds, an amount allocable to principal to the Class [B-2] Principal Payment
Amount for such Payment Date.




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(c)Calculation
of the Bond Interest Rate.


		(i)	The Bond Interest Rate for the Senior Bonds (the “Senior Bond Interest Rate”) and any
Interest Accrual Period will equal ______________;



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



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



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




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(d)Reduction
of Interest Payment Amounts.


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


(e)Pro
Rata Payments.


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


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


SECTION
2.04.DENOMINATIONS.


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


SECTION
2.05.EXECUTION, AUTHENTICATION, DELIVERY AND DATING.


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


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


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


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


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



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SECTION
2.06. TEMPORARY BONDS.


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


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


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


SECTION
2.07.REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.


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


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


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


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



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


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


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


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


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


Upon the
issuance of any new Bond under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee)
connected therewith.


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


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


SECTION
2.09. PAYMENTS OF PRINCIPAL AND INTEREST.


(a)Each
payment of principal of and interest on a Book Entry Bond shall be paid to the Depository, which shall credit the amount of such
payments to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall
be responsible for disbursing such payments to the Beneficial Owners of the Book Entry Bonds that it represents and to each indirect
participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as
agent. Each brokerage firm shall be responsible for disbursing funds to the Beneficial Owners of the Book Entry Bonds that it represents.
All such credits and disbursements are to be made by the Depository and the Depository Participants in accordance with the provisions
of the Bonds. Neither the Trustee, the Bond Registrar nor the Issuer shall have any responsibility for such credits and disbursements.



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


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


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


		(i)	the Trustee expects that funds sufficient to pay such final installment will be available in the
Distribution Account on such Payment Date; and



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



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


SECTION
2.10. PERSONS DEEMED OWNERS.


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



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SECTION
2.11. CANCELLATION.


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


SECTION
2.12. AUTHENTICATION AND DELIVERY OF BONDS.


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


		(a)	an Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying
the Classes, the Stated Maturity of the final installment of principal, the principal amount and the Bond Interest Rate, of each
Class of such Bonds to be authenticated and delivered;



		(b)	an Issuer Order authorizing the execution and delivery of this Indenture;



		(c)	one or more Opinions of Counsel addressed to the Trustee, complying with the requirements of Section
11.01, reasonably satisfactory in form and substance to the Trustee, and to the effect that:



		(i)	all instruments furnished to the Trustee by the Issuer pursuant to this Section 2.12 in connection
with the Bonds conform in all material respects to the requirements of this Indenture and constitute all the documents required
to be delivered under this Section 2.12 for the Trustee to authenticate and deliver the Bonds (counsel rendering such opinion or
opinions need not express any opinion as to whether the Pledged Mortgages Granted to the Trustee as security conform to the requirements
of this Indenture);



		(ii)	all conditions precedent provided for in this Indenture relating to the authentication and delivery
of the Bonds have been complied with in all material respects (counsel rendering such opinion or opinions need not express any
opinion as to the matters set forth in the parenthetical clause at the end of paragraph (i) above or as to whether the amount of
cash or other collateral, if any, delivered to the Trustee pursuant to any subsection of this Section 2.12 is the requisite amount);



		(iii)	the Bank has corporate power to execute and deliver the Deposit Trust Agreement, the Deposit Trust
Agreement authorizes the Issuer to execute and deliver the Bonds and this Indenture, and to issue the Bonds, and the Owner Trustee
has duly taken all necessary action under the Deposit Trust Agreement for those purposes;



		(iv)	the Issuer is a statutory business trust created under the laws of the State of Delaware and duly
authorized by the Deposit Trust Agreement;




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		(v)	assuming due authorization, execution and delivery thereof by the Trustee, this Indenture will
be the legally valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles relating to or
limiting creditors’ rights generally and such counsel need express no opinion as to the availability of equitable remedies;



		(vi)	the Bonds, when issued, delivered, authenticated and paid for, will be the legally valid and binding
obligations of the Issuer, entitled to the benefits of this Indenture, and enforceable against the Issuer in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles
relating to or limiting creditors’ rights generally and such counsel need express no opinion as to the availability of equitable
remedies;



		(vii)	assuming due execution and delivery thereof by the Trustee and by the Master Servicer, the Master
Servicing Agreement constitutes the legally valid and binding obligation of the Master Servicer and of the Issuer, respectively,
enforceable against the Master Servicer and the Issuer in accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws and equitable principles relating to or limiting creditors’ rights generally and
such counsel need express no opinion as to the availability of equitable remedies;



		(viii)	the Mortgage Notes included in the Original Pledged Mortgages have been duly and validly assigned,
delivered and pledged to the Trustee to the extent contemplated by this Indenture, and this Indenture together with such assignment,
delivery and pledge to the Trustee, creates as security for the Bonds a valid and perfected security interest of first priority
in such Mortgage Notes, except to the extent limited in the event (A) the Trustee relinquishes possession of any such Mortgage
Note, (B) the Depositor, the Issuer, the Master Servicer or any Servicer transfers any such Mortgage Note or the related Mortgage
to a bona fide purchaser for value without notice prior to notification to the Mortgagor of the assignment to the Trustee of such
Mortgage Note or due recordation of the Assignment to the Trustee of the related Mortgage or (C) the Depositor, the Issuer, the
Master Servicer or any Servicer discharges any such Mortgage Note or the related Mortgage prior to such notification or recordation;
the Mortgages delivered to the Trustee with the Original Mortgage Notes will continue to secure the Mortgage Notes included in
the Original Pledged Mortgages, as though, and to the same extent as if, such Mortgage Notes had not been assigned, delivered and
pledged; and it is not necessary to record or file this Indenture or to take any other action, except as set forth above, in order
to make effective the lien and security interest created by this Indenture in the Mortgage Notes included in the Original Pledged
Mortgages;



		(ix)	this Indenture has been duly qualified under the TIA; and



		(x)	the Issuer’s registration statement with respect to the Bonds has become effective under
the Securities Act of 1933, as amended, and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness
of such registration statement has been issued and is in effect under such act and no proceedings for that purpose have been instituted
or are pending under such act.




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


		(d)	an Officers’ Certificate complying with the requirements of Section 11.01 and stating that:



		(i)	the Issuer is not in Default under this Indenture and the issuance of the Bonds will not result
in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Deposit Trust Agreement or any
indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or
any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be
bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication
and delivery of the Bonds have been complied with;



		(ii)	the Issuer is the owner of each Original Pledged Mortgage, free and clear of any lien, security
interest or charge, has not assigned any interest or participation in any such Pledged Mortgage (or, if any such interest or participation
has been assigned, it has been released) and has the right to Grant each such Original Pledged Mortgage to the Trustee;



		(iii)	the information set forth in the Pledged Mortgage Schedule attached as Schedule A to this Indenture
is true and correct in all material respects as of the Closing Date;



		(iv)	the Issuer has Granted to the Trustee all of its right, title and interest in each Pledged Mortgage;



		(v)	as of the Closing Date, no lien in favor of the United States described in Section 6321 of the
Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income
Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property
belonging to the Issuer; and




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



		(e)	an executed counterpart of the Master Servicing Agreement.



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



SECTION
2.13. MATTERS RELATING TO BOOK ENTRY BONDS.


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


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


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



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


SECTION
2.14. TERMINATION OF BOOK ENTRY SYSTEM.


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


		(i)	The Depository or the Issuer advises the Trustee in writing that the Depository is no longer willing
or able to properly discharge its responsibilities as Depository and the Issuer is unable to locate a qualified successor clearing
agency satisfactory to the Trustee and the Issuer;



		(ii)	The Issuer at its option advises the Trustee in writing that it elects to terminate the book entry
system through the Depository; or



		(iii)	After the occurrence of an Event of Default (at which time the Trustee shall use all reasonable
efforts to promptly notify each Beneficial Owner through the Depository of such Event of Default when such notice shall be given
pursuant to Section 6.02), the Beneficial Owners of a majority in aggregate Class Principal Amount of the Book Entry Bonds together
advise the Trustee and the Depository through the Depository Participants in writing that the continuation of a book entry system
through the Depository is no longer in the best interests of the Beneficial Owners.



(b)Upon
the occurrence of any event described in subsection (a) above, the Trustee shall notify all Beneficial Owners, through the Depository,
of the occurrence of any such event and of the availability of Definitive Bond certificates to Beneficial Owners requesting the
same, in an aggregate Class Principal Amount representing the interest of each, making such adjustments and allowances as it may
find necessary or appropriate as to accrued interest, if any, and previous calls for redemption. Definitive Bond certificates shall
be issued only upon surrender to the Trustee of the Book Entry Bond by the Depository, accompanied by registration instructions
for the Definitive Bond certificates. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such instructions. Upon issuance of the Definitive Bond certificates,
all references herein to obligations imposed upon or to be performed by the Depository shall cease to be applicable and the provisions
relating to Definitive Bonds shall be applicable.


SECTION
2.15. ADDITIONAL BONDS.


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



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ARTICLE
III 


COVENANTS


 


SECTION
3.01. PAYMENT OF BONDS.


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


SECTION
3.02. MAINTENANCE OF OFFICE OR AGENCY.


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


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


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


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


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


		(a)	the fifth calendar day after each Record Date, and



		(b)	the first Business Day after the Optional Redemption Record Date applicable to the Optional Redemption
Date,



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



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


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


		(1)	allocate all sums received for payment to the Holders of Bonds on each Payment Date and Optional
Redemption Date among such Holders in the proportion specified in the applicable Payment Date Statement, as the case may be, in
each case to the extent permitted by applicable law;



		(2)	hold all sums held by it for the payment of amounts due with respect to the Bonds in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided
and pay such sums to such Persons as herein provided;



		(3)	if such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay
to the Trustee all sums held by it in trust for the payment of the Bonds if at any time it ceases to meet the standards set forth
above required to be met by a Paying Agent at the time of its appointment;



		(4)	if such Paying Agent is not the Trustee, give the Trustee notice of any Default by the Issuer (or
any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Bonds for which it is acting
as Paying Agent;



		(5)	if such Paying Agent is not the Trustee, at any time during the continuance of any such Default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and



		(6)	comply with all requirements of the Code, and all regulations thereunder, with respect to the withholding
from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements
applicable to original issue discount (if any) on any Class of Bonds, the Issuer has provided the calculations pertaining thereto
to the Trustee.



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



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


SECTION
3.04. CORPORATE EXISTENCE OF OWNER TRUSTEE.


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


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


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


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


SECTION
3.05. PROTECTION OF TRUST ESTATE.


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



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


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


SECTION
3.06. OPINIONS AS TO TRUST ESTATE.


On or before
February 15 in each calendar year, beginning with [the first calendar year commencing more than three months after the Closing
Date, the Issuer shall furnish to the Trustee an Opinion of Counsel reasonably satisfactory in form and substance to the Trustee
either stating that, in the opinion of such counsel, such action has been taken as is necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe all such actions,
if any, that will, in the opinion of such counsel, be required to be taken to maintain the lien and security interest of this Indenture
with respect to the Trust Estate until May 15 in the following calendar year.


SECTION
3.07.PERFORMANCE OF OBLIGATIONS; MASTER SERVICING AGREEMENT.


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


(b)The
Issuer shall not take any action and will use its reasonable good faith efforts not to permit any action to be taken by others
that would release any Person from any of such Person’s covenants or obligations under any of the Mortgage Documents or under
any instrument included in the Trust Estate, or that would result in the amendment, hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any of the Mortgage Documents, except as expressly provided or permitted
in this Indenture and the Master Servicing Agreement or such Mortgage Document or other instrument or unless such action will not
adversely affect the interests of the Holders of the Bonds.



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


(d)Upon
any termination by the Trustee of the Master Servicer’s rights and powers pursuant to the Master Servicing Agreement, the
rights and powers of the Master Servicer with respect to the Pledged Mortgages shall vest in the Trustee and the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as Master Servicer with respect to such Pledged Mortgages
under the Master Servicing Agreement, until the Trustee shall have appointed, with the consent of the Issuer, such consent not
to be unreasonably withheld, and the Rating Agencies, and in accordance with the applicable provisions of the Master Servicing
Agreement a new FNMA- or FHLMC-approved Person to serve as successor to the Master Servicer. With such consent, the Trustee may
elect to continue to serve as successor Master Servicer under the Master Servicing Agreement. Upon appointment of a successor Master
Servicer, the Trustee and such successor Master Servicer shall enter into a master servicing agreement in a form substantially
similar to the Master Servicing Agreement. In connection with any such appointment, the Trustee may make such arrangements for
the compensation of such successor as it and such successor shall agree, but in no event shall such compensation of any successor
Master Servicer (including the Trustee) be in excess of that payable to the Master Servicer under the Master Servicing Agreement.


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


SECTION
3.08. INVESTMENT COMPANY ACT.


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


SECTION
3.09. NEGATIVE COVENANTS.


The Issuer
shall not:


		(a)	sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly
permitted by this Indenture or the Master Servicing Agreement;



		(b)	claim any credit on, or make any deduction from, the principal of, or interest on, any of the Bonds
by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate;



		(c)	engage in any business or activity other than in connection with, or relating to, the issuance
of the Bonds and the Investor Certificate pursuant to this Indenture and the Deposit Trust Agreement, respectively, or amend Section
2.03 or Section 11.01 of the Deposit Trust Agreement as in effect on the Closing Date without, in each case, the consent of the
Holders of 66 2/3% of the aggregate Class Principal Amount of the Bonds then Outstanding;



		(d)	incur any indebtedness or assume or guaranty any indebtedness of any Person, except for such indebtedness
as may be incurred by the Issuer in connection with the issuance of the Bonds pursuant to this Indenture;



		(e)	dissolve or liquidate in whole or in part; or



		(f)	(i) permit the validity or effectiveness of this Indenture or any Grant to be impaired, or permit
the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released
from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (ii) permit any lien, charge,
security interest, mortgage or other encumbrance (other than the lien of this Indenture, the lien created by Section 8.04 of the
Deposit Trust Agreement, as in effect on the Closing Date, or any Permitted Encumbrance) to be created on or extended to or otherwise
arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof or (iii) permit the lien
of this Indenture not to constitute a valid perfected first priority security interest in the Trust Estate.



SECTION
3.10. ANNUAL STATEMENT AS TO COMPLIANCE.


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


		(1)	a review of the fulfillment by the Issuer during such year of its obligations under this Indenture
has been made under such officer’s supervision; and



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



SECTION
3.11. RECORDING OF ASSIGNMENTS.


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


SECTION
3.12. LIMITATION OF LIABILITY OF  .


It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by _________________________, not
individually or personally but solely as owner trustee of Sequoia Mortgage Trust 201_-_ under the Deposit Trust Agreement, in the
exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein
made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by ________________________,
but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating
any liability on ___ _____________________, other than any liability arising out of its gross negligence, bad faith or willful
misconduct, and (d) under no circumstances shall ________________________ be personally liable for the payment of any indebtedness
or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under this Indenture or the other Operative Agreements.



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ARTICLE
IV


SATISFACTION
AND DISCHARGE


 


SECTION
4.01. SATISFACTION AND DISCHARGE OF INDENTURE.


Whenever
the following conditions shall have been satisfied:


(1)either


		(A)	all Bonds theretofore authenticated and delivered (other than (i) Bonds which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.08, and (ii) Bonds for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Issuer, as provided in Section 3.03) have been delivered to the Trustee for
cancellation; or



		(B)	all Bonds not theretofore delivered to the Trustee for cancellation



		(i)	have become due and payable, or



		(ii)	will become due and payable at the Stated Maturity of the final installment of the principal thereof
within one year, or



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



		(2)	the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and



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




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


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


SECTION
4.02. APPLICATION OF TRUST MONEY.


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


ARTICLE
V


DEFAULTS
AND REMEDIES


 


SECTION
5.01. EVENT OF DEFAULT.


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


(1)if
the Issuer shall


		(A)	default in the payment when and as due of any installment of principal of or interest on any Bond,
or



		(B)	default in the payment of the Redemption Price of any Bond which has been called for optional redemption
pursuant to Article X;



		(2)	if the Issuer shall breach, or default in the due observance, of any one or more of the covenants
set forth in clauses (a) through (e) of Section 3.09;



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




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		(4)	if any representation or warranty of the Issuer made in this Indenture or any certificate or other
writing delivered pursuant hereto or in connection herewith shall prove to be incorrect in any material respect as of the time
when the same shall have been made and, within 30 days after there shall have been given, by registered or certified mail, written
notice thereof to the Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of Bonds representing more than 50%
of the aggregate Class Principal Amount of the Controlling Class, the circumstance or condition in respect of which such representation
or warranty was incorrect shall not have been eliminated or otherwise cured;



		(5)	the entry of a decree or order for relief by a court having jurisdiction in respect of the Issuer
in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal
or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days; or



		(6)	the commencement by the Issuer of a voluntary case under the federal bankruptcy laws, as now or
hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the
Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or of any substantial part of its property or the making by the Issuer of an assignment for the
benefit of creditors or the failure by the Issuer generally to pay its debts as such debts become due or the taking of corporate
action by the Issuer in furtherance of any of the foregoing.



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


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


SECTION
5.02ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.


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


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




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		(ii)	accrued and unpaid interest at the respective Bond Interest Rates on the aggregate Class Principal
Amount through the date of acceleration, and



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



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


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



		(A)	all payments of principal of, and interest on, all Bonds and all other amounts which would then
be due hereunder or upon such Bonds if the Event of Default giving rise to such acceleration had not occurred; and



		(B)	all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel; and



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



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


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


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


		(i)	the amounts specified in the first paragraph of Section 5.02, and



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



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



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


SECTION
5.04. REMEDIES.


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


		(a)	institute Proceedings for the collection of all amounts then payable on the Bonds, or under this
Indenture, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer moneys adjudged due;



		(b)	in accordance with Section 5.18, sell the Trust Estate or any portion thereof or rights or interest
therein, at one or more public or private Sales called and conducted in any manner permitted by law;



		(c)	institute Proceedings from time to time for the complete or partial foreclosure of this Indenture
with respect to the Trust Estate; and



		(d)	exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate
action to protect and enforce the rights and remedies of the Trustee or the Holders of the Bonds hereunder.



SECTION
5.05. [RESERVED].


SECTION
5.06. TRUSTEE MAY FILE PROOFS OF CLAIM.


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


		(i)	file and prove a claim for the whole amount of principal and interest owing and unpaid in respect
of the Bonds and file such other papers or documents and take such other actions as it deems necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Bondholders allowed in such Proceeding; and



		(ii)	collect and receive any moneys or other property payable or deliverable on any such claims and
to distribute the same; and any receiver, assignee, trustee, liquidator or sequestrator (or other similar official) in any such
Proceeding is hereby authorized by each Bondholder to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Bondholders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 6.07.




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


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


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


SECTION
5.08. APPLICATION OF MONEY COLLECTED.


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


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


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


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


SECTION
5.09. LIMITATION ON SUITS.


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


		(1)	such Holder has previously given written notice to the Trustee of a continuing Event of Default;



		(2)	the Holders of Bonds representing more than 50% of the aggregate Class Principal Amount of the
Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in
its own name as Trustee hereunder;




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		(3)	such Holder or Holders have offered to the Trustee indemnity in full against the costs, expenses
and liabilities to be incurred in compliance with such request;



		(4)	the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed
to institute any such Proceeding; and



		(5)	no direction inconsistent with such written request has been given to the Trustee during such 60-day
period by the Holders of Bonds representing more than 50% of the aggregate Class Principal Amount of the Controlling Class;



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


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


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


SECTION
5.11. RESTORATION OF RIGHTS AND REMEDIES.


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


SECTION
5.12. RIGHTS AND REMEDIES CUMULATIVE.


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


SECTION
5.13. DELAY OR OMISSION NOT WAIVER.


No delay
or omission of the Trustee or of any Holder of any Bond to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Bondholders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Bondholders, as the case may be.



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SECTION
5.14. CONTROL BY BONDHOLDERS.


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


		(1)	such direction shall not be in conflict with any rule of law or with this Indenture;



		(2)	any direction to the Trustee to undertake a Sale of the Trust Estate shall be by the Holders of
Bonds representing the percentage of the aggregate Class Principal Amount of the Controlling Class specified in Section 5.18(b)(1),
unless Section 5.18(b)(2) is applicable; and



		(3)	[Reserved];



		(4)	the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with
such direction;



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


SECTION
5.15. WAIVER OF PAST DEFAULTS.


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


		(1)	in the payment of any installment of principal of, or interest on, any Bond; or



		(2)	in respect of a covenant or provision hereof which under Section 9.02 cannot be modified or amended
without the consent of the Holder of each Outstanding Bond affected.



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


SECTION
5.16. UNDERTAKING FOR COSTS.


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



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SECTION
5.17. WAIVER OF STAY OR EXTENSION LAWS.


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


SECTION
5.18. SALE OF TRUST ESTATE.


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


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


		(1)	the Holders of all Controlling Class consent to, or direct the Trustee to make, such Sale; or



		(2)	the proceeds of such Sale would be not less than the entire amount which would be distributable
to the Holders of the Bonds, in full payment thereof in accordance with Section 5.08, on the Payment Date next succeeding the date
of such Sale.



		(3)	[Reserved]



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


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


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


		(1)	any Holder or Holders of Bonds may bid for and purchase the property offered for Sale, and upon
compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and
may, in paying the purchase money therefor, deliver any Controlling Class or claims for interest thereon in lieu of cash up to
the amount which shall, upon distribution of the net proceeds of such Sale, be payable thereon, and such Bonds, in case the amount
so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately
stamped to show such partial payment;



		(2)	the Trustee may bid for and acquire the property offered for Sale in connection with any public
Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price
against the sum of (A) the amount which would be distributable to the Holders of the Bonds as a result of such Sale in accordance
with Section 5.08 on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings
in connection therewith which are reimbursable to it, without being required to produce the Bonds in order to complete any such
Sale or in order for the net Sale price to be credited against such Bonds, and any property so acquired by the Trustee shall be
held and dealt with by it in accordance with the provisions of this Indenture;



		(3)	the Trustee shall execute and deliver an appropriate instrument of conveyance transferring its
interest in any portion of the Trust Estate in connection with a Sale thereof;



		(4)	the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer
and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary
to effect such Sale; and



		(5)	no purchaser or transferee at such a Sale shall be bound to ascertain the Trustee’s authority,
inquire into the satisfaction of any conditions precedent or see to the application of any moneys.



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


SECTION
5.19. ACTION ON BONDS.


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


ARTICLE
VI


THE
TRUSTEE


 


SECTION
6.01. DUTIES OF TRUSTEE.


(a)If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.



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


		(1)	The Trustee need perform only those duties that are specifically set forth in this Indenture and
no others and no implied covenants or obligations shall be read into this Indenture; and



		(2)	In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. The Trustee shall, however, examine such certificates and opinions to determine
whether they conform to the requirements of this Indenture.



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


		(1)	This paragraph does not limit the effect of subsection (b) of this Section;



		(2)	The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and



		(3)	The Trustee shall not be liable with respect to any action it takes or omits to take in good faith
in accordance with a direction received by it pursuant to Section 5.14 or Section 5.18.



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


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


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



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


SECTION
6.02. NOTICE OF DEFAULT.


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


SECTION
6.03. RIGHTS OF TRUSTEE.


Except as
otherwise provided in Section 6.01 hereof:


		(a)	the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;



		(b)	any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer
Request or Issuer Order, and any resolution of the board of directors may be sufficiently evidenced by a written resolution;



		(c)	whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter
be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate or the Officer’s
Certificate of the Master Servicer;



		(d)	the Trustee may consult with counsel, and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;



		(e)	the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Bondholders pursuant to this Indenture, unless such Bondholders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;



		(f)	the Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other
paper or document, but the Trustee, in its discretion may make such further inquiry or investigation into such facts or matters
as it may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, on reasonable
prior notice to the Issuer, to examine the books, records and premises of the Issuer, personally or by agent or attorney, during
the Issuer’s normal business hours; provided that the Trustee shall and shall cause its agents to hold in confidence all
such information except to the extent disclosure may be required by law and except to the extent that the Trustee, in its sole
judgment, may determine that such disclosure is consistent with its obligations hereunder;




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		(g)	the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed and supervised with due care by it hereunder;



		(h)	the Trustee shall not be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers;



		(i)	prior to the time that one of its Responsible Officers obtains actual knowledge of a Servicing
Default as defined in the Master Servicing Agreement or a failure by the Master Servicer thereunder which with notice and the passage
of time will become a Servicing Default, the Trustee shall not be responsible for taking action with respect thereto;



		(j)	the Trustee shall not be responsible for supervising, monitoring or reviewing the Master Servicer’s
performance of its duties under the Master Servicing Agreement except to the extent of determining (i) that the periodic reports,
certificates and opinions required to be delivered by the Master Servicer to it thereunder are delivered in timely fashion and
conform to the requirements of the Master Servicing Agreement, (ii) that the amounts received by it from the Master Servicer for
deposit in the Distribution Account during any month are as shown in the Master Servicer’s report for such month, (iii) and
that any Trustee Mortgage File or document therein that has been released by the Trustee to the Master Servicer is returned as
provided in the Master Servicing Agreement; and



		(k)	the provisions of this Section, other than clauses (e), (i) and (j), and of Sections 6.01(b) and
(c) shall apply to the Trustee as it may be Successor Master Servicer under the Master Servicing Agreement.



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


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


SECTION
6.05. MAY HOLD BONDS.


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



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SECTION
6.06. MONEY HELD IN TRUST.


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


SECTION
6.07. COMPENSATION AND REIMBURSEMENT.


The Issuer
agrees:


		(1)	subject to any separate written agreement with the Trustee, to pay the Trustee from time to time
reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);



		(2)	except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in connection with the performance of its duties
hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and



		(3)	to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability
or expense incurred without negligence or bad faith on their part, arising out of, or in connection with, the acceptance or administration
of this trust, including the costs and expenses of defending themselves against any claim in connection with the exercise or performance
of any of their powers or duties hereunder, provided that:



		(i)	with respect to any such claim, the Trustee shall have given the Issuer written notice thereof
promptly after the Trustee shall have knowledge thereof;



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



		(iii)	notwithstanding anything to the contrary in this Section 6.07(3), the Issuer shall not be liable
for settlement of any such claim by the Trustee entered into without the prior consent of the Issuer.



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



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SECTION
6.08. ELIGIBILITY; DISQUALIFICATION.


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


SECTION
6.09. TRUSTEE’S CAPITAL AND SURPLUS.


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


SECTION
6.10.RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.


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


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


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


(d)If
at any time:


		(1)	the Trustee shall have a conflicting interest prohibited by Section 6.08 and shall fail to resign
or eliminate such conflicting interest in accordance with Section 6.08 after written request therefor by the Issuer or by any Bondholder;
provided, however, that this Section 6.10(d)(1) shall not be operative as part of this Indenture unless and until this Indenture
is qualified under the TIA, and until such qualification this Indenture shall be construed as if this Section 6.10(d)(1) were not
contained herein; or



		(2)	the Trustee shall cease to be eligible under Section 6.09 or shall become incapable of acting or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;



then, in any such case, (i) the
Issuer by an Issuer Order may remove the Trustee or (ii) subject to Section 5.16, any Bondholder who has been a bona fide Holder
of a Bond for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee, unless this Indenture is qualified under the TIA and
the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA.



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


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


SECTION
6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


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


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


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


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



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SECTION
6.13.PREFERENTIAL COLLECTION OF CLAIM AGAINST ISSUER.


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


SECTION
6.14. CO-TRUSTEES AND SEPARATE TRUSTEES.


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


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


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


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


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


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



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


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


SECTION
6.15. AUTHENTICATING AGENTS.


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


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


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


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


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



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SECTION
6.16. REVIEW OF MORTGAGE DOCUMENTS.


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


SECTION
6.17. PAYMENT OF CERTAIN INSURANCE PREMIUMS.


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


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


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


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



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ARTICLE
VII


BONDHOLDERS’
LISTS AND REPORTS


 


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


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


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


SECTION
7.02.RESERVATION OF INFORMATION; COMMUNICATIONS TO BONDHOLDERS.


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


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


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


SECTION
7.03. REPORTS BY TRUSTEE.


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


(b)If
this Indenture is qualified under the TIA, a copy of each report required under this Section 7.03 shall, at the time of such transmission
to Holders of Bonds be filed by the Trustee with the Commission and with each securities exchange upon which the Bonds are listed.
The Issuer will notify the Trustee when the Bonds are listed on any securities exchange.



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SECTION
7.04. REPORTS BY ISSUER.


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


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


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


		(a)	any material change to or amendment of this Indenture;



		(b)	the occurrence of any Default or Event of Default that has not been cured;



		(c)	the resignation or termination of the Trustee;



		(d)	the substitution of Pledged Mortgages;



		(e)	the proposed issuance of Additional Bonds;



		(f)	the final payment of Bondholders; and



		[(g)	any payment or claim made under the Bond Insurance Policy.]



SECTION
7.06. RULE 17G-5 COMPLIANCE.


(a)The Rule
17g-5 Information Provider shall, upon receipt of an NRSRO certification, 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 201_-_” 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 the Pooling and Servicing Agreement, as well as reports prepared in accordance
with Sections 6.21, 6.22, 6.23 and 6.24 of the Pooling and Servicing Agreement (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);



 


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



 


 



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		(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 201_-_” 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 7.06 prior to
communicating with such Rating Agency.



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SECTION
7.07.RULE 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
VIII


ACCOUNTS,
PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES


 


SECTION
8.01. COLLECTION OF MONEYS.


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



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SECTION
8.02. DISTRIBUTION ACCOUNT.


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


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


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


		(i)	the aggregate amount remitted by the Master Servicer to the Trustee pursuant to Section 3(h)(vii)
of the Master Servicing Agreement; and



		(ii)	any other amounts deposited hereunder which are required to be deposited in the Distribution Account.



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


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


SECTION
8.03.GENERAL PROVISIONS REGARDING PLEDGED ACCOUNTS.


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



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(b)So
long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Pledged Accounts
shall be invested in Permitted Investments and reinvested by the Trustee upon written direction of the Master Servicer, subject
to the provisions of Section 3(h) of the Master Servicing Agreement. Any such Permitted Investment shall mature not later than
the applicable date specified in Section 3(h)(ix) of the Master Servicing Agreement. All income and gain (net of any losses) realized
from any such investment of funds on deposit in the Pledged Accounts shall be for the benefit of the Master Servicer as servicing
compensation and shall be remitted to it monthly as provided in the Master Servicing Agreement. The amount of any realized losses
in the Pledged Accounts incurred in respect of any such investments shall promptly be deposited by the Master Servicer in the applicable
Pledged Account or Pledged Accounts. The Master Servicer will not direct the Trustee to make any investment of any funds or to
sell any investment held in any of the Pledged Accounts unless the security interest Granted and perfected in such account will
continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person,
and, in connection with any direction to the Trustee to make any such investment or sale, if requested by the Trustee, the Master
Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect.


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


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


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


SECTION
8.04. PURCHASES OF DEFECTIVE PLEDGED MORTGAGES.


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



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


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


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


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


SECTION
8.05. GRANT OF REPLACEMENT PLEDGED MORTGAGE.


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


SECTION
8.06. REPORTS BY TRUSTEE TO BONDHOLDERS.


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


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


		(i)	the amount thereof allocable to principal, separately identifying the aggregate amount of any Principal
Prepayments and Liquidation Proceeds included therein;



		(ii)	the amount thereof allocable to interest, and (x) any of (a) the amount by which the aggregate
Senior Interest Shortfalls on prior Payment Dates exceeds the amount paid on the Senior Bonds on prior Payment Dates pursuant to
clause (ii) of the definition of Senior Interest Payment Date, (b) the amount by which the aggregate Class [B-1] Interest Shortfalls
on prior Payment Dates exceeds the amount paid on the Class [B-1] Bonds on prior Payment Dates pursuant to clause (iii) of the
definition of Class [B-1] Interest Payment Amount and (c) the amount by which the aggregate Class [B-2] Interest Shortfalls on
prior Payment Dates exceeds the amount paid on the Class [B-2] Bonds on prior Payment Dates pursuant to clause (iii) of the definition
of Class [B-2] Interest Payment Amount included in such distribution and (y) any of the amounts in clauses (a), (b) or (c) above
remaining after giving effect to such distribution.




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		(iii)	if the distribution to the Holders of such Class of Bonds is less than the full amount that would
be distributable to such Holders pursuant to Section 2.03(b) on such Payment Date if there were sufficient funds available therefor,
the amount of the shortfall and the allocation thereof as between principal and interest and specifying, in the case of the Subordinated
Bonds, the Class [B-2] Principal Carryover Shortfall and/or Class [B-1] Principal Carryover Shortfall;



		(iv)	the Class Principal Amount of each Class of Bonds and the Invested Amount after giving effect to
the distribution of principal on such Payment Date;



		(v)	the Pool Stated Principal Balance for the following Payment Date;



		(vi)	the Senior Percentage, the Class [B-1] Percentage, the Class [B-2] Percentage and the Investor
Percentage for the following Payment Date;



		(vii)	the amount of the Master Servicing Fees and Servicing Fees paid to or retained by the Master Servicer
and the Servicers (with respect to the Servicers, in the aggregate) with respect to such Payment Date;



		(viii)	the Bond Interest Rate for each such Class of Bonds and the Certificate Interest Rate with respect
to such Payment Date;



		(ix)	the amount of Advances included in the distribution on such Payment Date and the aggregate amount
of Advances outstanding as of the close of business on such Payment Date;



		(x)	the number and aggregate principal amounts of Pledged Mortgages (A) delinquent (exclusive of Pledged
Mortgages in foreclosure) (1) 1 to 29 days (2) 30 to 59 days (3) 60 to 89 days and (4) 90 or more days and (B) in foreclosure and
delinquent (1) 1 to 29 days (2) 30 to 59 days (3) 60 to 89 days and (4) 90 or more days, as of the close of business on the last
day of the calendar month preceding such Payment Date;



		(xi)	for each of the preceding 12 calendar months, or all calendar months since the Cut-off Date, whichever
is less, the aggregate dollar amount of the Scheduled Payments (A) due on all Outstanding Pledged Mortgages on each of the Due
Dates in each such month and (B) delinquent 60 days or more on each of the Due Dates in each such month;



		(xii)	with respect to any Pledged Mortgage that became an REO Property during the preceding calendar
month, the loan number and Stated Principal Balance of such Pledged Mortgage as of the close of business on the Determination Date
preceding such Payment Date and the date of acquisition thereof;



		(xiii)	the total number and principal balance of any REO Properties (and market value, if available) as
of the close of business on the Determination Date preceding such Payment Date;



		(xiv)	the Senior Percentage, the Class [B-1] Percentage, the Class [B-2] Percentage and the Investor
Prepayment Percentage for the following Payment Date;




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		(xv)	the aggregate amount of Realized Losses incurred during the preceding calendar month and aggregate
Realized Losses through such Payment Date;



		(xvi)	the amount payable to the holder of the Investor Certificate pursuant to Section 5.01 of the Deposit
Trust Agreement; and



		[(xvii)	any amount payable under the Bond Insurance Policy.]



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


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


SECTION
8.07. PREPARATION AND FILING OF REPORTS with the SEC


(a)Reports
Filed on Form 10-D.


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


(ii)As
set forth on Exhibit VIII hereto, within 5 calendar days after the related Payment Date, (i) the parties to the Sequoia Mortgage
Trust 201_-_ transaction shall be required to provide to the Trustee, to the extent known by a responsible officer thereof, in
EDGAR-compatible form, or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of
any Additional Form 10-D Disclosure, if applicable, together with any Additional Disclosure Notification (an “Additional
Disclosure Notification”), (ii) the Trustee shall forward to the Manager, the form and substance of the Additional Form 10-D
Disclosure, and (iii) the Manager will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Seller will be responsible for any reasonable fees and expenses assessed or incurred
by the Trustee in connection with including any Additional Form 10-D Disclosure in Form 10-D pursuant to this paragraph.


(iii)After
preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Manager and the Master Servicer
for review. No later than the Business Day prior to the date specified in the next sentence, the Manager and the Master Servicer
shall notify the Trustee of any changes to or approval of such Form 10-D. No later than 2 Business Days prior to the 15th
calendar day after the related Payment Date, a senior officer of the Master Servicer in charge of the master servicing function
shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to
follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Trustee will follow the procedures set forth in subsection (d)(ii) of this Section 8.07. Promptly (but no later than
1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy
of each Form 10-D. Each party to this Agreement acknowledges that the performance by the Master Servicer and the Trustee of its
duties under this Section 8.07(a) related to the timely preparation, execution and filing of Form 10-D is contingent upon such
parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.07(a). Neither the
Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Trustee’s
inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


(b)Reports
Filed on Form 10-K.


(i)Within
90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year),
commencing in March 201_, the Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered
to the Trustee within the applicable time frames set forth in this Agreement and the related Master Servicing Agreement, (i) an
annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer, The Trustee and any Servicing Function
Participant engaged by such parties (each, a “Reporting Servicer”) as described under Section 8.08 of this Agreement
and Section 3(p) of the Master Servicing Agreement, (ii)(A) the annual reports on assessment of compliance with servicing criteria
for each Reporting Servicer, as described under Sections 8.09 of this Agreement and 3(q) of the Master Servicing Agreement, and
(B) if each Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 8.09
of this Agreement and Section 3(q) of the Master Servicing Agreement identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if each Reporting Servicer’s report on assessment of compliance with servicing
criteria described under Section 8.09 of this Agreement or Section 3(q) of the Master Servicing Agreement is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A)
the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 8.09 of this Agreement
or Section 3(q) of the Master Servicing Agreement, and (B) if any registered public accounting firm attestation report described
under Section 8.09 of this Agreement or Section 3(q) of the Master Servicing Agreement identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not
included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not
included, and (iv) a Sarbanes-Oxley Certification as described in Section 8.07(e) of this Agreement. Any disclosure or information
in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall be determined and prepared by and at the direction of the Manager pursuant to the following paragraph and the Trustee will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set
forth in the next paragraph.


(ii)As
set forth on Exhibit IX hereto, no later than March 10 (with a 5 calendar day cure period) of each year that the Trust is subject
to the Exchange Act reporting requirements, commencing in 201_, (i) the parties to the Sequoia Mortgage Trust 201_-_ transaction
shall be required to provide to the Trustee, to the extent known by a responsible officer thereof, in EDGAR-compatible form, or
in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure,
if applicable, together with an Additional Disclosure Notification, (ii) the Trustee shall forward to the Manager, the form and
substance of the Additional Form 10-K Disclosure, and (iii) the Manager will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Seller will be responsible for any reasonable
fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure in Form
10-K pursuant to this paragraph.



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(iii)After
preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Master Servicer and the
Manager for review. No later than the Business Day prior to the date specified in the next sentence, the Manager and the Master
Servicer shall notify the Trustee of any changes to or approval of such Form 10-K. No later than 1 p.m. New York City time on the
4th Business Day prior to the 10-K Filing Deadline, the Manager shall cause the senior officer of the Depositor in charge of securitization
to sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow
by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Trustee will follow the procedures set forth in subsection (d) of this Section. Promptly (but no later than 1 Business Day)
after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K.
The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trustee of its duties under this
Section 8.07(b) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer
or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under these Sections
8.07, 8.08 and 8.09 of this Agreement and 3(p) and (q) of the Master Servicing Agreement. Neither the Master Servicer nor the Trustee
shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare
and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive,
on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.


(c)Reports
Filed on Form 8-K.


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


(ii)As
set forth on Exhibit X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the
end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties to the Sequoia Mortgage Trust
201_-_ transaction shall be required to provide to the Trustee, to the extent known by a responsible officer thereof, in EDGAR-compatible
form, or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Form 8-K Disclosure
Information, if applicable, together with an Additional Disclosure Notification, (ii) the Trustee shall forward to the Manager,
the form and substance of the Form 8-K Disclosure Information, and (iii) the Manager will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Seller will be responsible for any reasonable
fees and expenses assessed or incurred by the Trustee in connection with including any Form 8-K Disclosure Information in Form
8-K pursuant to this paragraph.


(iii)After
preparing the Form 8-K, the Trustee shall forward electronically a draft copy of the Form 8-K to the Master Servicer and Manager
for review. No later than the Business Day prior to the date specified in the next sentence, the Manager and the Master Servicer
shall notify the Trustee of any changes to or approval of such Form 8-K. No later than Noon New York City time on the 4th
Business Day after the Reportable Event, the Manager shall cause a senior officer of the Master Servicer in charge of the master
servicing function to sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed
hard copy to follow by overnight mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Trustee will follow the procedures set forth in subsection (d) of this Section. Promptly (but no later
than 1 Business Day) after filing with the Commission, the Trustee will, make available on its internet website a final executed
copy of each Form 8-K. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trustee of
its duties under this Section 8.07(c) related to the timely preparation, execution and filing of Form 8-K is contingent upon such
parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.07(c)(iii). Neither
the Trustee nor the Master Servicer shall have any liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Trustee’s
inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.



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(d)Delisting;
Amendments; Late Filings.


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 the event
that the Trustee becomes aware that it will be unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Trustee will immediately
notify the Manager. In the case of Form 10-D and 10-K, the parties to this Agreement and the Master Servicer will cooperate to
prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction
of the Manager, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D
or 10-K needs to be amended, the Trustee will notify the Manager and the Master Servicer and such parties will cooperate to prepare
any necessary 8-KA, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the
senior officer of the Depositor in charge of securitization. The parties to this Agreement acknowledge that the performance by
the Master Servicer and the Trustee of its duties under this Section 8.07(d) related to the timely preparation, execution and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under
this Section. Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising
out of or with respect to any failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any amendments
to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a
timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.



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



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(e) Sarbanes-Oxley
Certification.


Each Form
10-K shall include the Sarbanes-Oxley Certification. Each Servicer, the Trustee, the Master Servicer shall, and each Servicer,
the Trustee and the Master Servicer shall cause any Servicing Function Participant engaged by it to, provide to the Person who
signs the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10 (with a 5 calendar day cure period) of
each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period
of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit V (or
in such other form attached to the Master Servicing Agreement), upon which the Certifying Person, the entity for which the Certifying
Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. The senior officer of the Depositor in charge of securitization shall
serve as the Certifying Person on behalf of the Trust. In the event the Master Servicer, the Trustee or any Servicing Function
Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, The Master Servicing Agreement,
or any applicable sub-servicing agreement, as the case may be, such party or Servicing Function Participant shall provide a Back-Up
Certification to the Certifying Person pursuant to this Section 8.07(e) with respect to the period of time it was subject to this
Agreement or any applicable sub-servicing agreement, as the case may be. The Master Servicer shall enforce any obligation of the
Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer a certification similar
to the Back-Up Certification as may be required pursuant to the related Servicing Agreement.


SECTION
8.08.TRUSTEE’S ANNUAL STATEMENT OF COMPLIANCE 


The Trustee
shall deliver (and the Trustee shall cause any Servicing Function Participant engaged by it to deliver) to the Manager on or before
March 10 (with a 5 calendar day cure period) of each year, commencing in March 201_, an Officer’s Certificate stating, as
to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof
and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function
Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based
on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case
of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature
and status thereof. Promptly after receipt of each such Officer’s Certificate, the Manager shall review such Officer’s
Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in
the fulfillment of any of such party’s obligations hereunder or, in the case of a Servicing Function Participant, under such
other applicable agreement.


Section
8.09.TRUSTEE’S ASSESSMENT OF COMPLIANCE AND ATTESTATION REPORT 


(a)By
March 10 (with a 5 calendar day cure period) of each year, commencing in March 201_, the Trustee, at its own expense, shall furnish,
and shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Manager, a report
on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria
as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 8.07(b), including, if there has
been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period.



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(b)By
March 10 (with a 5 calendar day cure period) of each year, commencing in March 201_, the Trustee, at its own expense, shall cause,
and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting
firm (which may also render other services to the Trustee or such other Servicing Function Participants, as the case may be) and
that is a member of the American Institute of Certified Public Accountants to furnish a report to the Manager, to the effect that
(i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that
such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in
accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether
such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express
an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that
an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to
express such an opinion. Such report must be available for general use and not contain restricted use language.


(c)Promptly
after receipt of such report on assessment of compliance and accountants’ report, (i) the Manager shall review such reports
and, if applicable, consult with the Trustee and any Servicing Function Participant engaged by the Trustee as to the nature of
any material instance of noncompliance with the Relevant Servicing Criteria by the Trustee, and (ii) the Trustee shall confirm
that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing
Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of
each Servicer, and that each assessment is coupled with an attestation meeting the requirements of this Section and notify the
Manager of any exceptions. The Trustee shall not be required to deliver any such assessments or accountants’ reports until
April 15 in any given year so long as it has received written confirmation from the Manager that a Form 10-K is not required to
be filed in respect of the Trust for the preceding calendar year.


SECTION
8.10. OTHER REPORTS BY TRUSTEE.


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


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


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


(b)In
order to facilitate the servicing of the Pledged Mortgages by the Servicers, the Master Servicer is authorized under the Master
Servicing Agreement for the benefit of the Trustee, the Bondholders and the Issuer, to supervise, administer, monitor and oversee
the servicing of the Pledged Mortgages by the Servicers and the observance and performance by the Servicers of all services, duties,
responsibilities and obligations which are to be observed or performed by each Servicer pursuant to the Seller/Servicer Guide.



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


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


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


SECTION
8.09.AMENDMENTS TO THE MASTER SERVICING AGREEMENT.


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


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


In order
to facilitate the servicing of the Pledged Mortgages by the each Servicer or by the Master Servicer, each Servicer shall deposit
in the Servicing Account proceeds of the Pledged Mortgages in accordance with the provisions of the Servicing Agreements, the Master
Servicing Agreement and this Indenture, prior to the time they are deposited into the Bond Account. In addition, on each Withdrawal
Date, the Master Servicer shall cause each Servicer to remit to the Master Servicer for deposit in the Bond Account all funds held
in the Servicing Account that are required to be remitted to the Master Servicer in accordance with the terms of the Servicing
Agreement and the Master Servicing Agreement. Solely for purposes of perfection under Section 9-305 of the Uniform Commercial Code
or similar provision of law in the state in which such property is held by the Servicers or the Master Servicer, the Trustee hereby
designates the Master Servicer and each Servicer as its agents and bailees to hold such funds with respect to the Pledged Mortgages
until they are deposited into the Distribution Account as well as its agents and bailees in holding any Mortgage Documents or other
documents contained in a Trustee Mortgage File released to it by the Trustee pursuant to Section 8.08(d), and any other items constituting
a part of the Trust Estate which from time to time come into possession of any Servicer or the Master Servicer. It is intended
that, by the Servicers’ and Master Servicer’s acceptance of such agency pursuant to the Servicing Agreements and the
Master Servicing Agreement, the Trustee, as secured party, will be deemed to have possession of such Mortgage Documents, such moneys
and such other items for purposes of Section 9-305 of the Uniform Commercial Code or similar provision of law of the states in
which such property is held by such Servicer or the Master Servicer.



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SECTION
8.11. OPINION OF COUNSEL.


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


SECTION
8.12. RELEASE OF PLEDGED MORTGAGES.


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


		(i)	the Master Servicer has complied with all requirements imposed on it by Section 8.04 in connection
with such Pledged Mortgage (or is deemed to have complied with such requirements by reason of the provisions of Section 8.04(e));



		(ii)	at the time such release is requested, no Default or Event of Default has occurred and is continuing;
provided, however, that if a Pledged Mortgage has been the subject of a Principal Prepayment in Full, then the Trustee shall release
such Pledged Mortgage from the lien of this Indenture upon compliance with all other conditions of this subsection (a), notwithstanding
the existence of a Default or Event of Default;



		(iii)	the Master Servicer delivers to the Trustee an Officers’ Certificate (A) identifying the
Pledged Mortgage to be released, (B) requesting the release thereof, (C) setting forth the amount deposited in the Bond Account
with respect thereto, if any, and (D) certifying that the conditions set forth in clauses (i) and (ii) above have been satisfied;
and



		(iv)	the Issuer delivers to the Trustee a certificate of fair value if required by Section 314(d)(1)
or Section 314(d)(3) of the TIA.



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



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ARTICLE
IX


SUPPLEMENTAL
INDENTURES


 


SECTION
9.01.SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDHOLDERS.


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


		(1)	to correct or amplify the description of any property at any time subject to the lien of this Indenture,
or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture,
or to subject to the lien of this Indenture additional property;



		(2)	to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes
of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions
thereafter to be observed;



		(3)	to evidence the succession of another Person to the Issuer, and the assumption by any such successor
of the covenants of the Issuer herein and in the Bonds contained;



		(4)	to add to the covenants of the Issuer, for the benefit of the Holders of all Bonds or to surrender
any right or power herein conferred upon the Issuer;



		(5)	to cure any ambiguity, to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under
this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely
affect the interests of the Holders of the Bonds (any such action shall be deemed not to adversely affect the interests of the
Bondholders if the Issuer delivers to the Trustee letters from each Rating Agency to the effect that such action will not result
in a downgrading of the Bonds);



		(6)	to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary
to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add
to this Indenture such other provisions as may be expressly required by the TIA; or



		(7)	to set forth the terms of Additional Bonds and to pledge Additional Mortgage Collateral for such
Additional Bonds.



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



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


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


SECTION
9.02.SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDHOLDERS.


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


		(1)	change the Stated Maturity of the final installment of the principal of, or any installment of
interest on, any Bond or reduce the principal amount thereof, the Bond Interest Rate thereon or the Redemption Price with respect
thereto, change the earliest date on which any Bond may be redeemed at the option of the Issuer, change any place of payment where,
or the coin or currency in which, any Bond or any interest thereon is payable, or impair the right to institute suit for the enforcement
of the payment of any installment of interest due on any Bond on or after the Stated Maturity thereof or for the enforcement of
the payment of the entire remaining unpaid principal amount of any Bond on or after the Stated Maturity of the final installment
of the principal thereof (or, in the case of redemption, on or after the applicable Optional Redemption Date);



		(2)	reduce the percentage of the aggregate Class Principal Amount of the Controlling Class, the consent
of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for
any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;



		(3)	modify any of the provisions of this Section, Section 5.14 or Section 5.18(b) except to increase
any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Bond affected thereby;



		(4)	modify or alter the provisions of the proviso to the definition of the term “Outstanding”;



		(5)	permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture
with respect to any part of the Trust Estate (except for Permitted Encumbrances) or terminate the lien of this Indenture on any
property at any time subject hereto or deprive the Holder of any Bond of the security afforded by the lien of this Indenture; or




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		(6)	modify any of the provisions of this Indenture in such manner as to materially and adversely affect
rights of the Holders of the Controlling Class to the benefits of any provisions for the mandatory redemption of Bonds contained
herein.



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


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


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


SECTION
9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.


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


SECTION
9.04. EFFECT OF SUPPLEMENTAL INDENTURES.


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


SECTION
9.05. CONFORMITY WITH TRUST INDENTURE ACT.


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


SECTION
9.06.REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES.


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



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


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


		(i)	an Opinion of Counsel to the effect that such amendment or waiver will not materially and adversely
affect the interests of the Holders of the Bonds and that all conditions precedent to such consent specified in this Section 9.07
have been satisfied; provided, however, that no such Opinion of Counsel shall be required if the Person requesting the amendment
obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Bonds; it being understood and agreed that any such letter in and of itself will not represent a determination
as to the materiality of any such amendment and will represent a determination only as to the credit issues affecting any such
rating;



		(ii)	an Officers’ Certificate, to which such proposed amendment or waiver shall be attached, stating
that such attached copy is the true copy of the proposed amendment or waiver and that all conditions precedent to such consent
specified in this Section 9.07 have been satisfied;



		(iii)	written confirmation from the Rating Agencies that the implementation of the proposed amendment
or waiver will not adversely affect their rating of the Bonds; and



		(iv)	any other document required pursuant to Section 11.01.



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


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



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ARTICLE
X


REDEMPTION
OF BONDS


 


SECTION
10.01. SPECIAL REDEMPTION; REDEMPTION.


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


(b)The
Bonds shall be subject to redemption by the Issuer, in whole but not in part, at the option of the Issuer, on any Payment Date
on or after the Payment Date on which the sum of (i) the Invested Amount, (ii) the Senior Class Principal Amount, (iii) the Class
[B-1] Principal Amount and (iv) the Class [B-2] Principal Amount, after giving effect to payments expected to be made on such Payment
Date, is __% or less than the aggregate of the Stated Principal Balances of the Pledged Mortgages as of the Cut-Off Date [(including
the Additional Bonds)], on the terms and conditions specified in this subsection (b) at the Redemption Price. If the Issuer elects
to so redeem the Bonds, it shall, no later than 30 days prior to the Optional Redemption Date selected for such redemption, deliver
notice of such election to the Trustee, together with the Redemption Price therefor to be deposited in the Distribution Account,
an Issuer Order directing the Trustee to effect such redemption, any certification and opinion required pursuant to Section 11.01
and a form of redemption notice. All Bonds so redeemed shall be due and payable on such Optional Redemption Date upon the giving
of the notice thereof required by Section 10.02.


SECTION
10.02. FORM OF REDEMPTION NOTICE.


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


All notices
of redemption shall state:


		(1)	the Optional Redemption Date; and



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



SECTION
10.03. BONDS PAYABLE ON OPTIONAL REDEMPTION DATE.


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


ARTICLE
XI


MISCELLANEOUS


 


SECTION
11.01. COMPLIANCE CERTIFICATES AND OPINIONS.


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



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


		(1)	a statement that each individual signing such certificate, opinion or letter has read such covenant
or condition and the definitions herein relating thereto;



		(2)	a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate, opinion or letter are based;



		(3)	a statement that, in the opinion of each such individual, he or she has made such examination or
investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition
has been complied with; and



		(4)	a statement as to whether, in the opinion of each such individual, such condition or covenant has
been complied with.



SECTION
11.02. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.


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


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


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


Wherever
in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any
term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date
of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The
foregoing shall not, however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any statement
or opinion contained in any such document as provided in Section 6.01(b)(2).



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


SECTION
11.03. ACTS OF BONDHOLDERS.


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


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


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


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


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


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


		(1)	the Trustee by any Bondholder or by the Issuer shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing to or with and received by the Trustee at its Corporate Trust Office;



		(2)	the Issuer by the Trustee or by any Bondholder shall be sufficient for every purpose hereunder
(except as provided in Sections 5.01(3) and (4)) if in writing and mailed, first-class, postage prepaid, to the Issuer addressed
to it c/o ____________________________________________, Attention: Corporate Trust Administration, or at any other address previously
furnished in writing to the Trustee by the Issuer;




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		(3)	any Rating Agency by the Trustee, the Issuer or the Master Servicer shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with and received by such Rating Agency at the address specified
therefor in the definition corresponding to the name of such Rating Agency; or



		[(4)	the Bond Insurer by the Trustee, the Issuer or any Bondholder shall be sufficient for every purpose
hereunder if in writing and mailed, first-class, postage prepaid to the Bond Insurer at ________________ _____________________.]



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



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


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


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


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


SECTION
11.06. RULES BY TRUSTEE AND AGENTS.


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


SECTION
11.07. CONFLICT WITH TRUST INDENTURE ACT.


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



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SECTION
11.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS.


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


SECTION
11.09. SUCCESSORS AND ASSIGNS.


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


SECTION
11.10. SEPARABILITY.


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


SECTION
11.11. BENEFITS OF INDENTURE.


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


SECTION
11.12. LEGAL HOLIDAYS.


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


SECTION
11.13. GOVERNING LAW.


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


SECTION
11.14. COUNTERPARTS.


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


SECTION
11.15. RECORDING OF INDENTURE.


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



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SECTION
11.16. ISSUER OBLIGATION.


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


SECTION
11.17. INSPECTION.


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


SECTION
11.18. USURY.


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


SECTION
11.19. NO PETITION.


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


ARTICLE
XII


THE
BOND INSURER



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


[as set forth
in the applicable policy]



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


 


SEQUOIA MORTGAGE TRUST
201_-_,


as Issuer


 


By:


not in its individual capacity
but


solely as Owner Trustee


 


 


By:


Name:


Title:


 


 


 





as Trustee


 


 


By:


Name:


Authorized Officer


 


 


By:


Name:


Title:


 


 



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STATE OF DELAWARE)


 ) ss.:


COUNTY OF NEW CASTLE)


 


On the ____
day of _____________ in the year one thousand nine hundred and ninety-_____ before me personally came __________________________,
to me known, who being by me duly sworn did depose and say that she/he resides in _______________, that she/he is the ______________________
of ________________, the corporation described in and which executed the above instrument and that she/he signed her/his name thereto
by authority of the Board of Directors of said corporation.


[NOTARIAL SEAL]


 





Notary Public


STATE OF _________________)


) ss.:


COUNTY OF ________________)


 


On the ____
day of __________, 201__, before me, a notary public in and for said State, personally appeared ___________________________, known
to me (or proved to me on the basis of satisfactory evidence) to be a __________________ of ____________________________________,
the ___________________ corporation that executed the within instrument, and also known to me (or proved to me on the basis of
satisfactory evidence) to be the persons who executed it on behalf of said _____________________ corporation, and acknowledged
to me that such ___________________ corporation executed the within instrument.


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


[NOTARIAL SEAL]





Notary Public



    	86



    	 



    

EXHIBIT
I


LETTER
AGREEMENT WITH THE DEPOSITORY



    	87



    	 



    

EXHIBIT
II 


FORM
OF SENIOR BOND


The form
of Senior Bond is as follows:


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


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


SEQUOIA MORTGAGE TRUST 201_-_,


a Delaware Statutory Business Trust


 


Collateralized Mortgage Bonds


CLASS [A-1]


 


DUE: __________ ___, _____


ACCRUAL DATE: __________ ___, _____


ISSUE DATE: __________ ___, _____


[ ] INTEREST RATE


 


Initial Class Principal


Amount of this Bond:


 


$____________________  CUSIP
NO.___


CERTIFICATE NUMBER
1


 


Sequoia Mortgage
Trust 201 _-_ (the “Issuer”), a statutory business trust formed under the Deposit Trust Agreement dated as of _____________
___, 201__ and having _________________________, a Delaware bank and trust company, as Owner Trustee, for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the principal sum of [AMOUNT IN WORDS] ($_______) in monthly installments
on the ____________ day of each month, commencing on ________ _ ___, _____ (each, a “Payment Date”), and ending on
or before __________ ___, _____, (the “Stated Maturity” of such final installment of principal), and to pay interest
(computed on the basis of a 360-day year of twelve 30-day months) on the Class Principal Amount (as defined in the Indenture hereinafter
referred to) of this Bond from time to time from _________ ___, _____ (the “Accrual Date”), or such later date to which
interest has been paid, through the last day of the month preceding the month in which the principal amount of this Bond is paid
in full, at a [variable/fixed] rate determined as described below, such interest being payable monthly on each Payment Date. If
any Payment Date shall not be a “Business Day” (as defined in the Indenture), payment of the amount due will be made
on the next succeeding Business Day.



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


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


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


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


IN WITNESS
WHEREOF, Sequoia Mortgage Trust 201_-_ has caused this instrument to be duly executed by its duly authorized officer.


Dated:_______________


SEQUOIA MORTGAGE TRUST 201_-_


 


By:


not in its individual capacity


but solely as Owner Trustee


 


 


By:


Title:


 


 


CERTIFICATE OF AUTHENTICATION


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


,


as Trustee


By:


Authorized Signatory


This Bond
is one of a duly authorized issue of Bonds of the Issuer, designated as its Collateralized Mortgage Bonds, Series 201_-_ (herein
called the “Bonds”). The Bonds are issuable in one or more classes; the Bonds of particular Classes being herein called
the Class [A-1], Class [B-1] and Class [B-2] Bonds, all issued and to be issued under the Issuer’s Indenture dated as of
____________ ___, 201__ between the Issuer and _______________________________ (the “Trustee”, which term includes
any successor Trustee under the Indenture), which authorized the Bonds, and reference is hereby made thereto for a statement of
the respective rights thereunder of the Issuer, the Trustee and the Holders of the Bonds of each particular Class thereof and the
terms upon which the Bonds of each Class are, and are to be, authenticated and delivered.



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


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


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


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


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


Payments
of principal or interest, if any, on the Bonds will be made on each Payment Date, commencing on ____________ ___, 201__, in the
manner and in accordance with the priorities for the Bonds provided in the Indenture.


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


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


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



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


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


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


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


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



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


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


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


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


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


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



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EXHIBIT
III 


FORM
OF A CLASS [B-1] BOND


 


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


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


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


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


THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”)
RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS __________ ___, 201__. THE PER ANNUM RATE OF INTEREST ON THIS BOND IS ___% ASSUMING
THAT PRINCIPAL PAYMENTS ARE MADE ON THE MORTGAGE COLLATERAL UNDERLYING THE BONDS AT _______% OF THE STANDARD PREPAYMENT ASSUMPTION
(AS DEFINED IN THE PROSPECTUS SUPPLEMENT) THIS BOND HAS BEEN ISSUED WITH $ OF OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD
TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL SHORT ACCRUAL PERIOD IS $_______ OF OID PER $1,000 OF INITIAL
PRINCIPAL AMOUNT, CALCULATED ASSUMING THE YIELD IS ACCRUED DAILY DURING INITIAL SHORT PERIOD. NO REPRESENTATION IS MADE AS TO THE
RATE AT WHICH PRINCIPAL PAYMENTS WILL BE MADE ON THE MORTGAGE COLLATERAL.


SEQUOIA MORTGAGE TRUST 201_-_,


a Delaware Statutory Business Trust


 


Collateralized Mortgage Bonds


CLASS [B-1]


 


DUE: _____________ ___, _____


ACCRUAL DATE: _____________ ___, _____


ISSUE DATE: _____________ ___, _____


___________ INTEREST RATE


 


		Initial Class Principal	CUSIP NO. ______




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Amount of
this Bond:


		$____________________	CERTIFICATE NUMBER 1



 


Sequoia Mortgage
Trust 201_-_ (the “Issuer”), a statutory business trust formed under the Deposit Trust Agreement dated as of _____________,
_____, and having ________________________, a Delaware bank and trust company, as Owner Trustee for value received, hereby promises
to pay to CEDE & CO. or registered assigns, the principal sum of [AMOUNT IN WORDS] ($___________) in monthly installments on
the ______________ day of each month, commencing on _________ ___, _____ (each, a “Payment Date”), and ending on or
before __________ ___, _____ (the “Stated Maturity” of such final installment of principal), and to pay interest (computed
on the basis of a 360-day year of twelve 30-day months) on the Class Principal Amount (as defined in the Indenture) of this Bond
from time to time from __________ ___, _____ (the “Accrual Date”), or such later date to which interest has been paid,
through the last day of the month preceding the month in which the principal amount of this Bond is paid in full, at a [variable/fixed]
rate determined as described below, such interest being payable monthly on each Payment Date. If any Payment Date shall not be
a “Business Day” (as defined in the Indenture), payment of the amount due will be made on the next succeeding Business
Day.


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


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


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


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



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IN WITNESS
WHEREOF, Sequoia Mortgage Trust 201_-_ has caused this instrument to be duly executed by its duly authorized officer.


Dated:_______________


SEQUOIA MORTGAGE TRUST 201_-_


 


By:


not in its individual capacity


but solely as Owner Trustee


 


 


By:


Title:


 


 


CERTIFICATE OF AUTHENTICATION


 


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


,


as Trustee


By:


Authorized Signatory


This Bond
is one of a duly authorized issue of Bonds of the Issuer, designated as its Collateralized Mortgage Bonds, Series 201_-_ (herein
called the “Bonds”). The Bonds are issuable in one or more classes; the Bonds of particular Classes being herein called
the Class [A-1], Class [B-1] and Class [B-2] Bonds, all issued and to be issued under the Issuer’s Indenture dated as of
____________ ___, 201__ between the Issuer and ________________________________ (the “Trustee”, which term includes
any successor Trustee under the Indenture), which authorized the Bonds, and reference is hereby made thereto for a statement of
the respective rights thereunder of the Issuer, the Trustee and the Holders of the Bonds of each particular Class thereof and the
terms upon which the Bonds of each Class are, and are to be, authenticated and delivered.


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


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


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


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



    	95



    	 



    

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


Payments
of principal or interest, if any, on the Bonds will be made on each Payment Date, commencing on __________ ___, 201__, in the manner
and in accordance with the priorities for the Bonds provided in the Indenture.


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


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


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


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



    	96



    	 



    

 


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


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


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


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


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


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


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



    	97



    	 



    

 


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


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


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



    	98



    	 



    

EXHIBIT
IV


FORM
OF A CLASS [B-2] BOND


 


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


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


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


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


THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”)
RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS _____________, 201__. THE PER ANNUM RATE OF INTEREST ON THIS BOND IS ___% ASSUMING
THAT PRINCIPAL PAYMENTS ARE MADE ON THE MORTGAGE COLLATERAL UNDERLYING THE BONDS AT _______% OF THE STANDARD PREPAYMENT ASSUMPTION
(AS DEFINED IN THE PROSPECTUS SUPPLEMENT) THIS BOND HAS BEEN ISSUED WITH $ OF OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD
TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL SHORT ACCRUAL PERIOD IS $_______ OF OID PER $1,000 OF INITIAL
PRINCIPAL AMOUNT, CALCULATED ASSUMING THE YIELD IS ACCRUED DAILY DURING INITIAL SHORT PERIOD. NO REPRESENTATION IS MADE AS TO THE
RATE AT WHICH PRINCIPAL PAYMENTS WILL BE MADE ON THE MORTGAGE COLLATERAL.


SEQUOIA MORTGAGE TRUST 201_-_,


a Delaware Statutory Business Trust


 


Collateralized Mortgage Bonds


CLASS [B-2]


 


DUE: __________ ___, _____


ACCRUAL DATE: __________ ___, _____


ISSUE DATE: __________ ___, _____


INTEREST RATE


 



    	99



    	 



    

 


Initial Class Principal CUSIP
NO. ______


Amount of this Bond:


$____________________ CERTIFICATE
NUMBER 1


 


Sequoia Mortgage
Trust 201_-_ (the “Issuer”), a statutory business trust formed under the Deposit Trust Agreement dated as of _____________,
201__, and having ________________________, a Delaware bank and trust company, as Owner Trustee for value received, hereby promises
to pay to CEDE & CO. or registered assigns, the principal sum of [AMOUNT IN WORDS] ($___________) in monthly installments on
the ____________ day of each month, commencing on __________ ___, _____ (each, a “Payment Date”), and ending on or
before __________ ___, _____ (the “Stated Maturity” of such final installment of principal), and to pay interest (computed
on the basis of a 360-day year of twelve 30-day months) on the Class Principal Amount (as defined in the Indenture) of this Bond
from time to time from __________ ___, _____ (the “Accrual Date”), or such later date to which interest has been paid,
through the last day of the month preceding the month in which the principal amount of this Bond is paid in full, at a variable
rate determined as described below, such interest being payable monthly on each Payment Date. If any Payment Date shall not be
a “Business Day” (as defined in the Indenture), payment of the amount due will be made on the next succeeding Business
Day.


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


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


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


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



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IN WITNESS
WHEREOF, Sequoia Mortgage Trust 201_-_ has caused this instrument to be duly executed by its duly authorized officer.


Dated:_______________


SEQUOIA MORTGAGE TRUST 201_-_


 


By:


not in its individual capacity


but solely as Owner Trustee


 


 


By:


Title:


 


 


CERTIFICATE OF AUTHENTICATION


 


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


,


as Trustee


By:


Authorized Signatory


 


This Bond
is one of a duly authorized issue of Bonds of the Issuer, designated as its Collateralized Mortgage Bonds, Series 201__-__ (herein
called the “Bonds”). The Bonds are issuable in one or more classes; the Bonds of particular Classes being herein called
the Class [A-1], Class [B-1] and Class [B-2] Bonds, all issued and to be issued under the Issuer’s Indenture dated as of
____________ ___, _____, between the Issuer and _________________________________ (the “Trustee”, which term includes
any successor Trustee under the Indenture), which authorized the Bonds, and reference is hereby made thereto for a statement of
the respective rights thereunder of the Issuer, the Trustee and the Holders of the Bonds of each particular Class thereof and the
terms upon which the Bonds of each Class are, and are to be, authenticated and delivered.


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


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


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


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



    	101



    	 



    

 


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


Payments
of principal or interest, if any, on the Bonds will be made on each Payment Date, commencing on _____________ __, 201_, in the
manner and in accordance with the priorities for the Bonds provided in the Indenture.


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


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


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


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



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


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


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


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


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


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


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



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


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


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



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EXHIBIT
V


FORM
OF BOND INSURANCE POLICY


 


 


EXHIBIT
VI


FORM
OF CERTIFICATION TO BE PROVIDED TO MANAGER BY THE TRUSTEE 


 


Sequoia Mortgage
Trust 201_-_ (the “Trust”)


Mortgage Pass-Through
Certificates


I, ____________________,
a ______________ of [__________________________], as Trustee of the Trust, hereby certify to [_______________________] (the “Depositor”)
and its officers, directions and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


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


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


3.Based
on my knowledge, the distribution information required to be provided by the Trustee under the Indenture, dated as of [___________],
201_, among the Trust, and [______________], as Trustee is included in these reports.



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[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]


 


[_________________________],


 as Trustee


 


 


 


Dated: _________________By:



Name:


Title:



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EXHIBIT
VII


SERVICING
CRITERIA


 


The assessments
of compliance to be delivered by the Master Servicer pursuant to the Master Servicing Agreement and by the Trustee pursuant to
this Agreement shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria” with
respect to such party:


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


	Regulation AB Reference	
        Servicing Criteria

        General Servicing Considerations
	Servicers	Master Servicer	Trustee
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X	X	X
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X	X	 
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.	 	 	 
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X	X	 



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	 	Cash Collection and Administration	 	 	 
	1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X	X	X
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X	X	X
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X	X	 
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X	X	X
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X	X	X
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X	 	 



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	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X	X	X
	 	Investor Remittances and Reporting	 	 	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.	X	X	X



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	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X	X	X
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X	X	X
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X	X	X
	 	Pool Asset Administration	 	 	 
	1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	X	 	 
	1122(d)(4)(ii)	Pool assets  and related documents are safeguarded as required by the transaction agreements	X	 	 
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X	 	 
	1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	X	 	 
	1122(d)(4)(v)	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X	 	 



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	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X	 	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X	 	 
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X	 	 
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	X	 	 



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	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	X	 	 
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	X	 	 
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X	 	 
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	X	 	 
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X	X	 
	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.	 	 	 


 



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[NAME OF COMPANY] 


By:

Name: ________________________________

Title: ________________________________


Date:_________________________


 



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EXHIBIT
VIII


ADDITIONAL
FORM 10-D DISCLOSURE


 


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

         

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

         

        per Item 1117 of
        Reg AB
	[_________________]
	Item 3:  Sale of Securities and Use of Proceeds	[_________________]
	Item 4:  Defaults Upon Senior Securities	[_________________]
	Item 5:  Submission of Matters to a Vote of Security Holders	[_________________]
	Item 6:  Significant Obligors of Pool Assets	[_________________]
	Item 7:  Significant Enhancement Provider Information	[_________________]
	Item 8:  Other Information	[_________________]
	Item 9:  Exhibits	[_________________]
	 	[_________________]



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EXHIBIT
IX


ADDITIONAL
FORM 10-K DISCLOSURE






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

         

         
	[_________________]
	Item 9B:  Other Information	[_________________]
	Item 15:  Exhibits, Financial Statement Schedules	[_________________]
	
        Additional Item:

         

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

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

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

        Disclosure per Items 1114(b) and 1115(b)
        of Reg AB
	[_________________]



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EXHIBIT
X


FORM
8-K DISCLOSURE INFORMATION






 


	Item on Form 8-K	Party Responsible
	Item 1.01- Entry into a Material Definitive Agreement	[_________________]
	Item 1.02- Termination of a Material Definitive Agreement	[_________________]
	Item 1.03- Bankruptcy or Receivership	[_________________]
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	[_________________]
	Item 3.03- Material Modification to Rights of Security Holders	[_________________]
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	[_________________]
	Item 6.01- ABS Informational and Computational Material	[_________________]
	Item 6.02- Change of Servicer or Trust Administrator	[_________________]
	Item 6.03- Change in Credit Enhancement or External Support	[_________________]
	Item 6.04- Failure to Make a Required Distribution	[_________________]
	Item 6.05- Securities Act Updating Disclosure	[_________________]
	Item 7.01- Reg FD Disclosure	[_________________]
	Item 8.01	[_________________]
	Item 9.01	[_________________]


 



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