EXHIBIT 4.1


 


SEQUOIA RESIDENTIAL FUNDING, INC.


Depositor


 


[                                    ]


Master Servicer


 


[                                    ]


Securities Administrator


 


[                                    ]


Trustee


 


and


 


[                                    ]


Asset Representations Reviewer


 





 



 


POOLING AND SERVICING AGREEMENT


 


dated as of __________ __, 20__


 





 



 


SEQUOIA MORTGAGE TRUST 20__-_


 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I  DEFINITIONS	11
	 	 
	Section 1.01	Definitions	11
	Section 1.02	Calculations Respecting Mortgage Loans	37
	 	 	 
	ARTICLE II  DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES	38
	 	 
	Section 2.01	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans	38
	Section 2.02	Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund	38
	Section 2.03	Representations and Warranties of the Depositor	39
	Section 2.04	Discovery of Seller Breach; Repurchase of Mortgage Loans	41
	Section 2.05	Obligations in Respect of Alleged Breach of Originator Representations and Warranties; Asset Reviews and Certificateholder Votes	42
	Section 2.06	Intention of Parties	44
	Section 2.07	Controlling Holder	45
	Section 2.08	Obligations in Respect of Proposed Eminent Domain Mortgage Loan Acquisition	45
	 	 	 
	ARTICLE III  THE CERTIFICATES	47
	 	 
	Section 3.01	The Certificates	47
	Section 3.02	Registration	47
	Section 3.03	Transfer and Exchange of Certificates	47
	Section 3.04	Cancellation of Certificates	51
	Section 3.05	Replacement of Certificates	51
	Section 3.06	Persons Deemed Owners	51
	Section 3.07	Temporary Certificates	52
	Section 3.08	Appointment of Paying Agent	52
	Section 3.09	Book-Entry Certificates	52
	Section 3.10	Exchangeable Certificates	53
	Section 3.11	Tax Status and Reporting of Exchangeable Certificates	54
	 	 	 
	ARTICLE IV  ADMINISTRATION OF THE TRUST FUND	56
	 	 
	Section 4.01	Custodial Accounts; Distribution Account	56
	Section 4.02	Reports to Trustee and Certificateholders	57
	Section 4.03	Rule 17g-5 Compliance	60
	Section 4.04	Rule 15Ga-1 Compliance	61
	 	 	 
	ARTICLE V  DISTRIBUTIONS TO HOLDERS OF CERTIFICATES	62
	 	 
	Section 5.01	Distributions Generally	62
	Section 5.02	Distributions From the Distribution Account	62
	Section 5.03	Allocation of Losses	64
	Section 5.04	Servicer Obligations	66
	Section 5.05	Advances by Master Servicer	66
	Section 5.06	Master Servicer Compensating Interest Payments	66
	 	 	 
	ARTICLE VI  CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT	66
	 	 
	Section 6.01	Duties of Trustee and the Securities Administrator	66
	Section 6.02	Certain Matters Affecting the Trustee and the Securities Administrator	70
	Section 6.03	Trustee and Securities Administrator Not Liable for Certificates	71
	Section 6.04	Trustee and Securities Administrator May Own Certificates	71
	Section 6.05	Eligibility Requirements for Trustee and Securities Administrator	72
	Section 6.06	Resignation and Removal of Trustee and the Securities Administrator	72
	Section 6.07	Successor Trustee and Successor Securities Administrator	73
	Section 6.08	Merger or Consolidation of Trustee or Securities Administrator	74
	Section 6.09	Appointment of Co-Trustee, Separate Trustee or Custodian	74


 




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	Section 6.10	Authenticating Agents	75
	Section 6.11	Indemnification of the Trustee, the Securities Administrator and the Master Servicer	76
	Section 6.12	Fees and Expenses of the Securities Administrator, the Certificate Registrar, the Paying Agent, Authenticating Agent, the Trustee, the Custodian and the Asset Representations Reviewer	77
	Section 6.13	Collection of Monies	77
	Section 6.14	Events of Default; Trustee to Act; Appointment of Successor	77
	Section 6.15	Additional Remedies of Trustee Upon Event of Default	81
	Section 6.16	Waiver of Defaults	81
	Section 6.17	Notification to Holders	81
	Section 6.18	Directions by Certificateholders and Duties of Trustee During Event of Default	81
	Section 6.19	Action Upon Certain Failures of the Master Servicer and Upon Event of Default	82
	Section 6.20	Preparation of Tax Returns and Other Reports	82
	Section 6.21	Reporting to the Commission	82
	Section 6.22	Annual Statements of Compliance	87
	Section 6.23	Annual Assessments of Compliance	88
	Section 6.24	Accountant’s Attestation	89
	Section 6.25	Intention of the Parties and Interpretation; Indemnification	90
	 	 	 
	ARTICLE VII  PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND	90
	 	 
	Section 7.01	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans	90
	Section 7.02	Procedure Upon Redemption and Termination of Trust Fund	91
	Section 7.03	Additional Trust Fund Termination Requirements	92
	 	 	 
	ARTICLE VIII  RIGHTS OF CERTIFICATEHOLDERS	93
	 	 
	Section 8.01	Limitation on Rights of Holders	93
	Section 8.02	Access to List of Holders; Requests to Communicate	93
	Section 8.03	Acts of Holders of Certificates	94
	 	 	 
	ARTICLE
IX  ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER; THE ASSET REPRESENTATIONS REVIEWER	95
	 	 	 
	Section 9.01	Duties of the Master Servicer; Enforcement of  Servicer’s and Master Servicer’s Obligations	95
	Section 9.02	Assumption of Master Servicing by Trustee	97
	Section 9.03	Representations, Warranties and Covenants of the Master Servicer	97
	Section 9.04	Compensation to the Master Servicer	99
	Section 9.05	Merger or Consolidation	99
	Section 9.06	Resignation of Master Servicer	100
	Section 9.07	Assignment or Delegation of Duties by the Master Servicer	100
	Section 9.08	Limitation on Liability of the Master Servicer and Others	100
	Section 9.09	Indemnification; Third-Party Claims	101
	Section 9.10	Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy	101
	Section 9.11	Representations, Warranties and Covenants of the Asset Representations Reviewer	101
	Section 9.12	Compensation to the Asset Representations Reviewer	102
	Section 9.13	Merger or Consolidation	103
	Section 9.14	Resignation of Asset Representations Reviewer	103
	Section 9.15	Assignment or Delegation of Duties by the Asset Representations Reviewer	103
	Section 9.16	Limitation on Liability of the Asset Representations Reviewer and Others	103
	Section 9.17	Indemnification; Third-Party Claims	104
	Section 9.18	Removal and Replacement of Asset Representations Reviewer	104
	 	 	 
	ARTICLE X  REMIC ADMINISTRATION	104
	 	 
	Section 10.01	REMIC Administration	104


 




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	Section 10.02	Prohibited Transactions and Activities	106
	Section 10.03	Indemnification With Respect to Prohibited Transactions or Loss of REMIC Status	106
	Section 10.04	REO Property	107
	 	 	 
	ARTICLE XI  MISCELLANEOUS PROVISIONS	107
	 	 
	Section 11.01	Binding Nature of Agreement; Assignment	107
	Section 11.02	Entire Agreement	107
	Section 11.03	Amendment	108
	Section 11.04	Voting Rights	109
	Section 11.05	Provision of Information	109
	Section 11.06	Governing Law	109
	Section 11.07	Notices	109
	Section 11.08	Severability of Provisions	111
	Section 11.09	Indulgences; No Waivers	111
	Section 11.10	Headings Not to Affect Interpretation	111
	Section 11.11	Benefits of Agreement	112
	Section 11.12	Special Notices to the Rating Agencies	112
	Section 11.13	Conflicts	112
	Section 11.14	Counterparts	113
	Section 11.15	No Petitions	113


 


ATTACHMENTS


 


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


 




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This POOLING AND SERVICING AGREEMENT, dated
as of __________ __, 20__ (the “Agreement”), by and among SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation,
as depositor (the “Depositor”),  [                            ],
as trustee (the “Trustee”),  [                            ],
a  [                            ]as
master servicer (the “Master Servicer”), [                            ],
a  [                            ],
as securities administrator (the “Securities Administrator”), and [                            ],
a  [                            ],
as asset representations reviewer (the “Asset Representations Reviewer”).


 


PRELIMINARY STATEMENT


 


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


 


As provided herein, the Trustee is hereby directed
to elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits
(each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,”
respectively).  In addition, the Securities Administrator shall be deemed to acquire and hold in a subtrust created hereunder
certain of the uncertificated regular interests in the Upper-Tier REMIC, which subtrust shall be treated as a separate grantor
trust for tax purposes as further described in Section 3.11 hereof.


 


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


 


The Upper-Tier REMIC shall hold as its assets
all of the Lower-Tier Interests other than the LT-R Interest.   The Class R Certificate evidences ownership of the residual
interest in the Upper-Tier REMIC (the “UT-R Interest”) and such UT-R Interest is hereby designated as the sole class
of residual interest in the Upper-Tier REMIC.   Each Upper-Tier Interest referenced in the chart below that describes
the Upper-Tier REMIC, other than the UT-R Interest, is hereby designated as a regular interest in the Upper-Tier REMIC.  


 


Each Certificate (other than the Class R Certificate,
the Class LT-R Certificate, any Initial Exchangeable Certificate (as defined herein) and any Exchangeable Certificate (as defined
herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that is referenced as corresponding to such
Certificate in the chart below that describes the Certificates.  Each Initial Exchangeable Certificate and each Exchangeable
Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as further described in Section 3.11 hereof,
which subtrust shall be deemed to own the Uncertificated Upper-Tier Interests (as defined herein).




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The Lower-Tier REMIC 


 


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


 


	Lower-Tier
 REMIC Interest
 Designation	 	Interest Rate	 	 	Initial Class
 Principal Amount	 	 	Corresponding Class of Upper-Tier Interest
	LT-A[  ]	 	 	(1)		 	$	(2)		 	UT-A[  ], UT-IO, UT-IO[  ], UT-IO[  ]
	LT-A[  ]	 	 	(1)		 	$	(2)		 	UT-A[  ], UT-IO, UT-IO[  ]
	LT-A[  ]	 	 	(1)		 	$	(2)		 	UT-A[  ], UT-IO, UT-IO[  ]
	LT-B1	 	 	(1)		 	$	(2)		 	UT-B1
	LT-B2	 	 	(1)		 	$	(2)		 	UT-B2
	LT-B3	 	 	(1)		 	$	(2)		 	UT-B3
	LT-B4	 	 	(1)		 	$	(2)		 	UT-B4
	LT-B5	 	 	(1)		 	$	(2)		 	UT-B5
	LT-R	 	 	(3)		 	 	(3)		 	N/A



 





 






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



 


		(2)	Each
of these Lower-Tier Interests has an initial class principal amount equal to the Initial Class Principal Amount of its corresponding
Class of Upper-Tier Interest (excluding any interest-only interest) and thereafter pays down in accordance with such Classes of
Upper-Tier Interest.



 


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



 


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


 


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


 


(i)           first,
to the LT-A[  ] Interest, LT-A[  ] Interest, LT-A[  ], allocated pro-rata between (1) the LT-A[  ]
Interest and LT-A[  ] Interest and (2) the LT-A[  ] Interest until their aggregate Class Principal Amount equals
the aggregate Class Principal Amount of the Class A-[  ] Certificates, the Class A-[  ] Certificate and the
Class A-[  ] Certificates (computed without regard to whether the Initial Exchangeable Certificates have been
exchanged for any other Exchangeable Certificates) , immediately after taking account of the distributions to the corresponding
Class(es) of Certificates pursuant to Section 5.02.  Prior to the Credit Support Depletion Date, the amount allocated
to the LT-A[  ] Interest and the LT-A[  ] Interest pursuant to clause (1) of the preceding sentence shall be
allocated sequentially first to the LT-A[  ] Interest until its Class Principal Amount equals the Class Principal Amount
of the Class A-[  ] Certificates, and then to the LT-A[  ] Interest until its Class Principal Amount equals
the Class Principal Amount of the Class A-[  ] Certificates ( in each case computed without regard to whether the Initial
Exchangeable Certificates have been exchanged for any other Exchangeable Certificates) , immediately after taking account of the
distributions to the corresponding Class(es) of Certificates pursuant to Section 5.02. On or after the Credit Support Depletion
Date, the amount allocated to the LT-A[  ] Interest and the LT-A[  ] Interest pursuant to clause (1) of the
second preceding sentence shall be allocated pro-rata to the LT-A[  ] Interest and the LT-A[  ] Interest until
their Class Principal Balances equal the Class Principal Balance of the  Class A-[  ] Certificates and the
Class A-[  ] Certificates, respectively, (computed without regard to whether the Initial Exchangeable Certificates have
been exchanged for any other Exchangeable Certificates), immediately after taking account of the distributions to the corresponding
Class(es) of Certificates pursuant to Section 5.02;


 




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(ii)         second,
to the LT-B1 Interest, LT-B2  Interest, LT-B3  Interest, LT-B4  Interest and LT-B5 Interest, sequentially,
until their respective Class Principal Amounts equal the Class Principal Amount of the corresponding Class of Upper-Tier Interest
immediately after taking account of the distributions to the corresponding Class of Certificates pursuant to Section 5.02; and


 


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


 


On any Distribution Date losses allocated to
each class of Upper-Tier REMIC interest will be allocated to the Lower-Tier REMIC interest to which such class corresponds according
to the table above.


 


The Upper-Tier REMIC 


 


The following table sets forth (or describes)
the Class designation, interest rate and initial Class Principal Amount (or initial Class Notional Amount)  for each
Class of Upper-Tier Interest.  The Class UT-A[  ], Class UT-A[  ], Class UT-A[  ], Class
UT-IO, Class UT-IO-1, Class UT-IO-2, Class UT-B1, Class UT-B2, Class UT-B3, Class UT-B4 and Class UT-B5 Upper-Tier Interests referenced
below each constitute regular interests in the Upper-Tier REMIC that correspond to the Certificates indicated in the chart below,
while the UT-R Interest corresponds to the Class R Certificate and constitutes the sole class of residual interest in the Upper-Tier
REMIC.


 


	Upper-Tier
 REMIC
 Interest
 Designation	 	Interest Rate	 	 	Initial
 Class Principal
 Amount or Class
 Notional Amount	 	 	Corresponding Class of
 Certificates
	UT-A[  ]	 	 	(1)		 	$	(2)		 	Class A-[  ], A-[  ], A-[  ], A-[  ]
	UT-A[  ]	 	 	(3)		 	$	(2)		 	Class A-[  ], A-[  ], A-[  ]
	UT-A[  ]	 	 	(3)		 	$	(4)		 	Class A-[  ], A-[  ]
	UT-IO	 	 	(5)		 	$	(6)		 	Class A-IO
	UT-IO[  ]	 	 	(5)		 	$	(6)		 	Class A-IO[  ], A-[  ], A-[  ], A-[  ]
	UT-IO[  ]	 	 	(5)		 	$	(6)		 	Class A-IO[  ]
	UT-B1	 	 	(7)		 	$	(8)		 	Class B-1
	UT-B2	 	 	(7)		 	$	(8)		 	Class B-2
	UT-B3	 	 	(7)		 	$	(8)		 	Class B-3
	UT-B4	 	 	(7)		 	$	(8)		 	Class B-4
	UT-B5	 	 	(7)		 	$	(8)		 	Class B-5
	UT-R	 	 	(9)		 	 	 	 	 	Class R



 


 



 


	(1)	The interest rate on the Class UT-A[  ]-1 Upper-Tier Interest for any Distribution Date will be an annual rate equal to the lesser of (a) [   ]% and (b) the Net WAC Rate for such Distribution Date.
	 	 
	(2)	The Class Principal Amounts for the Class UT-A[  ] Upper-Tier Interest for any Distribution Date is equal to the Class Principal Amounts of Class A-[  ], immediately before such Distribution Date.  Losses allocated to the Class A-[  ] Certificates on any Distribution Date are presumed to have been allocated to the Class UT-A[  ] Upper-Tier Interest. 
	 	 
	(3)	The interest rate on each of the Class UT-A[  ] and Class UT-A[  ] Upper-Tier Interest for any Distribution Date will be an annual rate equal to the lesser of (a) [   ]% and (b) the Net WAC Rate for such Distribution Date.
	 	 
	(4)	The Class Principal Amount for Class UT-A[  ] Upper-Tier Interest for any Distribution Date is equal to the Class Principal Amount of the Class A-[  ] Certificates immediately before such Distribution Date (computed without regard to whether the Initial Exchangeable Certificates have been exchanged for any other Exchangeable Certificates).  The Class Principal Amount for the Class UT-A[  ] Upper-Tier Interest Upper-Tier Interest the for any Distribution Date is equal to the Class Principal Amount of the Class A-[  ] Certificates immediately before such Distribution Date (computed without regard to whether the Initial Exchangeable Certificates have been exchanged for any other Exchangeable Certificates).  



 






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	(5)	The interest rate on the Class UT-IO Upper-Tier Interest for any Distribution Date will be an annual rate equal to the excess of (a) the Net WAC Rate for such Distribution Date over (b) [   ]%.  The interest rate on the Class UT-IO[  ] Upper-Tier Interest for any Distribution Date will be an annual rate equal to the excess of (a) the lesser of the Net WAC Rate for such Distribution Date and [   ]% over (b) the lesser of [  ]% and the Net WAC Rate for such Distribution Date.  The interest rate on the Class UT-IO[  ] Upper-Tier Interest for any Distribution Date will be an annual rate equal to the excess of (a) the lesser of the Net WAC Rate for such Distribution Date and [   ]% over (b) the lesser of [   ]% and the Net WAC Rate for such Distribution Date.  
	 	 
	(6)	Each of the Class UT-IO Upper-Tier Interest, Class UT-IO[  ] Upper-Tier Interest and Class UT-IO[  ] Upper-Tier Interest  is an interest only interest and for any Distribution Date (1) the Class Notional Amount for each of the Class UT-IO Upper-Tier Interest and Class UT-IO[  ] Upper-Tier Interest is equal to the aggregate Class Principal Amount of the Class UT-A[  ] Upper-Tier Interest, Class UT-A[  ] Upper-Tier Interest and Class UT-A[  ] Upper-Tier Interest immediately before such Distribution Date and (2) the Class Notional Amount for the Class UT-IO[  ] Upper-Tier Interest is equal to the Class Principal Amount of the Class UT-A[  ] Upper-Tier Interest immediately before such Distribution Date.  The initial Class Notional Amounts for the foregoing Classes of Upper-Tier Interests are set forth in the table above.
	 	 
	(7)	The interest rate on the Class UT-B1, UT-B2, UT-B3, UT-B4 and UT-B5 Upper-Tier Interests for any Distribution Date is a per annum rate equal to the Net WAC Rate for such Distribution Date.
	 	 
	(8)	The Class Principal Amounts for any Distribution Date for each of the Class UT-B1, UT-B2, UT-B3, UT-B4 and UT-B5 Upper-Tier Interests, respectively, are equal to the Class Principal Amount of the corresponding Class of Certificates immediately before such Distribution Date.
	 	 
	(9)	The Class UT-R Upper-Tier Interest is the sole class of residual interest in the Upper-Tier REMIC and does not have a principal amount or bear interest.  


 


On each Distribution Date, the Available Distribution
Amount distributable as interest shall be deemed to have been distributed as interest with respect to the Upper-Tier Interests
based on the interest rates described above.  On each Distribution Date, Interest Shortfalls shall be allocated to each
Upper-Tier Interest to the same extent that such Interest Shortfalls are allocated to the corresponding Classes of Certificates.  For
the avoidance of doubt, amounts allocated to the Class LT-R Certificate pursuant to Sections 5.02(a)(xiii) and 5.02(de shall be
excluded from the Available Distribution Amount for the Upper-Tier REMIC.


 


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


 


(i)           first,
to the Class UT-A[  ] Upper-Tier Interest, Class UT-A[  ] Upper-Tier Interest and Class UT-A[  ]
Upper-Tier, allocated pro-rata between (1) the Class UT-A[  ] Upper-Tier Interest and Class UT-A[  ] Upper-Tier
Interest and (2) the Class UT-A[  ] Upper-Tier Interest until their aggregate Class Principal Amount equals the aggregate
Class Principal Amount of the Class A-[  ] Certificates, the Class A-[  ] Certificate and the Class A-[  ]
Certificates (computed without regard to whether the Initial Exchangeable Certificates have been exchanged for any other
Exchangeable Certificates) , immediately after taking account of the distributions to the corresponding Class(es) of Certificates
pursuant to Section 5.02.  


 


Prior
to the Credit Support Depletion Date, the amount allocated to the Class UT-A[  ] Upper-Tier Interest and the Class
UT-A[  ] Upper-Tier Interest pursuant to clause (1) of the preceding sentence shall be allocated sequentially first to
the Class UT-A[  ] Upper-Tier Interest until its Class Principal Amount equals the Class Principal Amount of the Class
A-[  ] Certificates, and then to the Class UT-A[  ] Upper-Tier Interest until its Class Principal Amount equals
the Class Principal Amount of the Class A-[  ] Certificates ( in each case computed without regard to whether the Initial
Exchangeable Certificates have been exchanged for any other Exchangeable Certificates) , immediately after taking account of the
distributions to the corresponding Class(es) of Certificates pursuant to Section 5.02.


 




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On
or after the Credit Support Depletion Date, the amount allocated to the Class UT-A[  ] Upper-Tier Interest and
the Class UT-A[  ] Upper-Tier Interest pursuant to clause (1) of the second preceding sentence shall be allocated pro-rata
to the Class UT-A[  ] Upper-Tier Interest and the Class UT-A[  ] Upper-Tier Interest until their Class Principal
Balances equal the Class Principal Balance of the  Class A-[  ] Certificates and the Class A-[  ]
Certificates, respectively, (computed without regard to whether the Initial Exchangeable Certificates have been exchanged for any
other Exchangeable Certificates), immediately after taking account of the distributions to the corresponding Class(es) of Certificates
pursuant to Section 5.02;


 


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


 


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


 


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


 


(v)         fifth,
to the Class UT-B4 Upper-Tier Interest until its Class Principal Amount equals the Class Principal Amount of the Class B-4
Certificate immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02;


 


(vi)        sixth,
to the Class UT-B5 Upper-Tier Interest until its Class Principal Amount equals the Class Principal Amount of the Class B-5
Certificate immediately after taking account of the distributions to such Class of Certificates pursuant to Section 5.02; and


 


(vii)       finally,
to the Class UT-R Upper-Tier Interest, any remaining amounts.  


 


On any Distribution Date on or after the Credit
Support Depletion Date, any losses allocated to the Class Principal Amount of the Class A-[  ] Certificates, Class A-[  ]
Certificates or Class A-[  ] Certificates (determined without regard to whether such Initial Exchangeable Certificates
have been exchanged for any other Exchangeable Certificates) shall be allocated to the corresponding Class of Upper-Tier Interests.


 


The Certificates 


 


The following table sets forth (or describes)
the Class designation, Certificate Interest Rate, initial Class Principal Amount (or initial Class Notional Amount), minimum denomination
for each Class of Certificates comprising interests in the Trust Fund created hereunder and whether such Certificate evidences
ownership of a Certificated Upper-Tier Interest or ownership of an interest in the Exchangeable Subtrust that holds the Uncertificated
Upper-Tier Interests.


 




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	Class
 Designation	 	Approximate
 Initial
 Certificate
 Interest Rate	 	 	Initial
 Class Principal
 Amount or Class
 Notional Amount	 	 	Minimum
 Denominations
 or Percentage
 Interest	 	 	Corresponding Ownership for Tax
	Class A-[  ](1)	 	 	%(2)	 	 	$	 	 	 	$	 	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-[  ](1)	 	 	%(2)	 	 	$	 	 	 	$	 	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-[  ](1)	 	 	%(2)	 	 	$	 	 	 	$	 	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-[  ](1)	 	 	%(2)	 	 	$	 	 	 	$	 	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-[  ](1)	 	 	%(2)	 	 	$	 	 	 	$	 	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-[  ](1)	 	 	%(2)	 	 	$	 	 	 	$	 	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-IO	 	 	%(4)	 	 	$	(3)		 	$	 	 	 	Certificated Upper-Tier Interest
	Class A-IO[  ](1)	 	 	%(5)	 	 	$	(3)		 	$	 	 	 	Exchangeable Subtrust/Uncertificated Upper-Tier Interest
	Class A-IO[  ]	 	 	%(5)	 	 	$	(3)		 	$	 	 	 	Certificated Upper-Tier Interest
	Class B-1	 	 	(6)		 	$		 	 	$	 	 	 	Certificated Upper-Tier Interest
	Class B-2	 	 	(6)		 	$		 	 	$	 	 	 	Certificated Upper-Tier Interest
	Class B-3	 	 	(6)		 	$		 	 	$	 	 	 	Certificated Upper-Tier Interest
	Class B-4	 	 	(6)		 	$		 	 	$	 	 	 	Certificated Upper-Tier Interest
	Class B-5	 	 	(6)		 	$		 	 	$	 	 	 	Certificated Upper-Tier Interest
	Class R	 	 	(7)		 	 	(7)		 	 	100	%	 	Certificated Residual in Upper-Tier REMIC
	Class LT-R	 	 	(7)		 	 	(7)		 	 	100	%	 	Certificated Residual in Lower-Tier REMIC



 


 






 


	(1)	All or a portion of the Initial Exchangeable Certificates may be exchanged for the Exchangeable Certificates and vice versa in the combinations described in Exhibit Q hereto.  On the Closing Date the aggregate principal amount of the Senior Certificates (other than the Interest-only Certificates) will equal $[      ].  All exchanges are subject to the requirements of Section 3.10. 
	 	 
	(2)	The Certificate Interest Rate on the Class A-[  ] Certificates and any Distribution Date will be an annual rate equal to the lesser of (i) [   ]% and (ii) the Net WAC for such Distribution Date. The Certificate Interest Rate on the Class A-[  ], Class A-[  ], Class A-[  ], Class A-[  ] and Class A-[  ] Certificates and any Distribution Date will be an annual rate equal to the lesser of (i) [   ]% and (ii) the Net WAC for such Distribution Date. 
	 	 
	(3)	
        The Class A-IO, Class A-IO[  ] and Class A-IO[  ]
        Certificates are interest-only certificates and will not be entitled to distributions of principal.  The Class A-IO and
        Class A-IO[  ] Certificates will accrue interest on a notional amount equal to the aggregate Class Principal Amount of
        the Class A-[  ], Class A-[  ] and Class A-[  ] Certificates. The Class A-IO[  ] Certificates
        will accrue interest on a notional amount equal to the Class Principal Amount of the Class A-[  ] Certificates.

         

	(4)	The Certificate Interest Rate on the Class A-IO Certificates and any Distribution Date will be an annual rate equal to the excess, if any, of the Net WAC Rate for such Distribution Date over [  ]%.
	 	 
	(5)	The Certificate Interest Rate on the Class A-IO[  ] Certificates and any Distribution Date will be an annual rate equal to the excess, if any, of (i) the lesser of the Net WAC for such Distribution Date and [  ]% over (ii) the lesser of the Net WAC for such Distribution Date and [  ]%.  The Certificate Interest Rate on the Class A-IO[  ] Certificates and any Distribution Date will be an annual rate equal to the excess, if any, of (i) the lesser of the Net WAC for such Distribution Date and [  ]% over (ii) the lesser of the Net WAC for such Distribution Date and [  ]%.  
	 	 
	(6)	The Certificate Interest Rate on the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and any Distribution Date will be a per annum rate equal to the Net WAC Rate.  


 






    10 


     


    

 


	(7)	The Class R Certificate evidences the sole class of residual interest in the Upper-Tier REMIC and does not have a principal amount or bear interest.  The Class LT-R Certificate evidences the sole class of residual interest in the Lower-Tier REMIC and does not have a principal amount or bear interest.


 


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


 


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


 


ARTICLE I



DEFINITIONS


 


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


 


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


  


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


 


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


 


Accountant’s
Attestation:  As defined in Section 6.24.


 


Accretion
Directed Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


Acknowledgements:  The
Assignment of Representations and Warranties Agreements and the Assignment, Assumption and Recognition Agreements, each dated ______
___, 201_, assigning rights under the Purchase Agreements and each Servicing Agreement, respectively, from the Seller to the Depositor
and from the Depositor to the Trustee, for the benefit of the Certificateholders, acknowledged by the Master Servicer.


 


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


 


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


 


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


 




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Advance:  The
payments required to be made by the Master Servicer, the applicable Servicer (other than [20% Servicer]) or the Servicing Administrator
with respect to any Distribution Date pursuant to this Agreement or the Servicing Agreements, as applicable, the amount of any
such payment being equal to the aggregate of the payments of principal and interest (net of the Master Servicing Fee and the applicable
Servicing Fee) on the Mortgage Loans , other than any Stop Advance Mortgage Loan, that were due on the related Due Date and not
received as of the close of business on the related Determination Date, less the aggregate amount of any such delinquent payments
that the Master Servicer, the applicable Servicer (other than [20% Servicer]) or the Servicing Administrator have determined would
constitute Nonrecoverable Advances if advanced.


 


Adverse
Grantor Trust Event: Any event that would cause the Exchangeable
Subtrust to lose its status as a grantor trust for federal income tax purposes.


 


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


 


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


 


Affirmative
Asset Review Vote:  As defined in Section 2.05.


 


Aggregate
Expense Rate:  The sum of the Master Servicing Fee Rate, the Securities Administrator Fee Rate, the Servicing
Fee Rate, the Trustee Fee Rate and the Custodian Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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Asset
Representations Reviewer:   [            ], a
[           ], as asset representations reviewer hereunder, or any successor
appointed by the Depositor, which shall be an independent third party with experience performing due diligence on residential mortgage
loans and shall not be the same party that performed the pre-offering review of the Mortgage Loans.  


 


Asset
Review Election:  As defined in Section 2.05.


 


Asset
Review Quorum:  As defined in Section 2.05.


 


Assumed
Stated Principal Balance:  With respect to a Stop Advance Mortgage Loan, as of any date of determination,
the unpaid principal balance of such Mortgage Loan as determined by the amortization schedule for such Mortgage Loan at the time
of determination (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period)
after giving effect to any previous Servicing Modification, Principal Prepayments and related Liquidation Proceeds allocable to
principal and  irrespective of any delinquency in payment by the related Mortgagor.


 


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


 


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


 


Available
Distribution Amount:  With respect to any Distribution Date,  the sum of the following amounts:
(i) all scheduled payments of interest (net of the Servicing Fee, the Securities Administrator Fee, the Master Servicing Fee, the
Trustee Fee and the Custodian Fee) and principal due during the related Due Period and received, together with any Advances in
respect thereof, or collected or advanced with respect to a prior Due Period and not included in the Available Distribution Amount
for a previous Distribution Date; (ii) Insurance Proceeds received during the related Prepayment Period; (iii) Liquidation Proceeds
received during the related Prepayment Period (net of unreimbursed expenses incurred in connection with a liquidation or foreclosure,
unpaid fees in respect of such Mortgage Loan due to the Servicer, Servicing Administrator, Master Servicer, Securities Administrator,
Custodian and Trustee and unreimbursed Advances and Servicing Advances, if any); (iv) Subsequent Recoveries received during the
related Prepayment Period and any amounts received by the Securities Administrator or Trustee since the prior Distribution Date
as reimbursement for expenses or other amounts that were previously applied to reduce the Available Distribution Amount and were
not applied to reduce the Net WAC Rate for any Distribution Date; (v) all Principal Prepayments, together with any accrued interest
thereon, identified as having been received on the Mortgage Loans during the related Prepayment Period, plus any amounts received
from the Servicers (other than [20% Servicer]), the Servicing Administrator or the Master Servicer in respect of Prepayment Interest
Shortfalls on such Mortgage Loans; (vi) amounts received with respect to such Distribution Date as the Substitution Amount and
the Repurchase Price in respect of a Deleted Mortgage Loan or a Mortgage Loan purchased by an Originator or the Seller as of such
Distribution Date as a result of a breach of a representation or warranty; and (vii) the Clean-up Call Price paid by the Master
Servicer to purchase the Mortgage Loans and terminate the Trust Fund, if applicable; minus


 


(A) amounts applied to reimburse Advances and
Servicing Advances previously made and other amounts as to which the Servicers (other than [20% Servicer]) and the Servicing Administrator
are entitled to be reimbursed pursuant to the Servicing Agreements; (B) amounts applied to reimburse Advances and Servicing Advances
previously made as to which the Master Servicer is entitled to be reimbursed pursuant to this Agreement; and (C) the sum of all
related fees, charges and other costs, including indemnification amounts and costs of arbitration, mediation and investor communication
requests (other than the Trustee Fee, the Securities Administrator Fee, the Custodian Fee and the Master Servicing Fee) payable
or reimbursable to the Master Servicer, the Securities Administrator, the Asset Representations Reviewer and the Trustee from the
Trust Fund under this Agreement and the Custodian under the Custodial Agreement, subject to an aggregate maximum amount of $300,000
annually (per year from the Closing Date to the first anniversary of the Closing Date and each subsequent anniversary year thereafter)
excluding fees payable to the asset representations reviewer, to be paid to such parties collectively, in the order claims for
payment of such amounts are received by the Securities Administrator; provided, however, that if a claim is presented, other than
for fees payable to the asset representations reviewer, for an amount that, when combined with the amount of prior claims paid
during that year, would exceed $300,000, then only a portion of such claim will be paid that will make the total amount paid during
that year equal to $300,000 and the excess remaining unpaid, together with any additional claims received during that year, will
be deferred until the following anniversary year and if the total amount of such deferred claims exceeds $300,000 then payment
in such following anniversary year (and each subsequent anniversary year as may be needed until such deferred claims are paid in
full) shall be apportioned among the Master Servicer, the Securities Administrator, the Custodian and the Trustee, in proportion
to the aggregate amount of deferred claims submitted by such entity as of the last day of the prior year; provided that, in no
event will the aggregate amount reimbursable to the Trustee exceed $125,000 annually (per year from the Closing Date to the first
anniversary of the Closing Date and each subsequent anniversary year thereafter).


 




    13 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    14 


     


    

 


Certificate
Principal Amount:  With respect to any Certificate (other than the Interest-only Certificates and the Class
R and Class LT-R Certificates) and any Distribution Date, the maximum specified dollar amount of principal to which the Holder
thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate,
less (i) the amount of all principal distributions previously made with respect to such Certificate; (ii) the principal
portion of all Realized Losses previously allocated to such Certificate; and (iii) any Certificate Writedown Amount previously
allocated to such Certificate; provided, however, that on any Distribution Date on which a Subsequent Recovery or any amount
described in clause (4) of the definition of Senior Principal Distribution Amount or Subordinate Principal Distribution Amount
is distributed, the Certificate Principal Amount of any Certificate then outstanding to which a Certificate Writedown Amount or
Realized Loss amount has been applied will be increased sequentially, in order of seniority, by an amount equal to the lesser of
(A) the principal portion of any Certificate Writedown Amount or Realized Loss amount previously allocated to that Certificate
to the extent not previously recovered and (B) the sum of (i) the  principal portion of any Subsequent Recovery that
is distributed on such Distribution Date and (ii) any amount described in clause (4) of the definition of Senior Principal Distribution
Amount or Subordinate Principal Distribution Amount that is distributed on such Distribution Date, after application (for this
purpose) to more senior Classes of Certificates pursuant to this Agreement; and provided further that on any Distribution
Date on which the Aggregate Stated Principal Balance of the Mortgage Loans  or, in the case of any Stop Advance Mortgage
Loan the Unpaid Principal Balance thereof, exceeds the aggregate Certificate Principal Amount, such excess (including any excess
attributable to the allocation of Principal Forbearance Amounts) will be allocated to increase the Certificate Principal Amount
of any Certificate then outstanding to which a Certificate Writedown Amount or Realized Loss amount has previously been allocated,
sequentially in order of seniority (and with respect to the Senior Certificates, pro rata based upon the amount of Certificate
Writedown Amounts and Realized Losses previously allocated thereto), up to the principal amount of such Certificate Writedown Amount
or Realized Loss to the extent not previously recovered.  The Interest-only Certificates and the Class R and Class LT-R
Certificates are issued without Certificate Principal Amounts.  Notwithstanding the foregoing, the Certificate Principal
Amount of the Initial Exchangeable Certificates and the Exchangeable Certificates will be subject to increase or decrease in tandem
from time to time in connection with exchanges with respect to such Certificates pursuant to this Agreement.


 


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


 


Certificate
Writedown Amount:  The amount by which the aggregate Certificate Principal Amount of all the Certificates
(other than the Interest-only Certificates and the Residual Certificates) on any Distribution Date (after giving effect to distributions
of principal and allocations of Realized Losses on that Distribution Date) exceeds the Aggregate Stated Principal Balance of the
Mortgage Loans or, in the case of any Stop Advance Mortgage Loan, the Unpaid Principal Balance thereof for such Distribution Date,
which will be applied to reduce the Class Principal Amount of each Class of Subordinate Certificates in reverse order of their
priority of payment and, after the Credit Support Depletion Date, to reduce the aggregate Class Principal Amount of the Senior
Certificates (other than the Interest-only Certificates), on a pro rata basis in accordance with their respective Class Principal
Amounts; provided, however, that any Certificate Writedown Amounts that would otherwise reduce the Class Principal Amounts
of the Class A-[  ] and Class A-[  ] Certificates will first reduce the Class Principal Amount of the Class
A-[  ] Certificates until the Class Principal Amount of the Class A-[  ] Certificates has been reduced to zero,
and will then reduce the Class Principal Amount of the Class A-[  ] and Class A-[  ] Certificates on a pro
rata basis.


 


Certificated Upper-Tier Interest:  Any
or all, as the context requires, of the following regular interests in the Upper-Tier REMIC described in the Preliminary Statement
to this Agreement as the [Class UT-AIO Upper Tier Interest, Class UT-AIO[  ] Upper Tier Interest, Class UT-B1 Upper Tier
Interest, Class UT-B2 Upper Tier Interest, Class UT-B3 Upper Tier Interest, Class UT-B4 Upper Tier Interest and Class UT-B5 Upper
Tier Interest].


 


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


 


Certification:  As
defined in the Custodial Agreement.


 




    15 


     


    

 


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


 


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


 


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


 


Class
Notional Amount:  With respect to the Interest-only Certificates, the applicable class notional amount calculated
as provided in the Preliminary Statement to this Agreement.  With respect to any Lower-Tier Interest or any Uncertificated
or Certificated Upper-Tier Interest, , the applicable class notional amount calculated as provided in the Preliminary Statement
to this Agreement.


 


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


 


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


 


Class
Subordination Percentage:  With respect to each Class of Subordinate Certificates, for each Distribution Date,
the percentage obtained by dividing the Class Principal Amount of such Class prior to any distributions of principal, allocations
of Realized Losses or allocations of Certificate Writedown Amounts on that Distribution Date by the aggregate of the Class Principal
Amounts of all Classes of Certificates (other than the Interest-only Certificates and the Residual Certificates) prior to any distributions
of principal, allocations of Realized Losses or allocations of Certificate Writedown Amounts on that Distribution Date; provided
that for purposes of calculating the numerator and the denominator above, the Class Principal Amount of the class of Subordinate
Certificates with the lowest payment priority shall be reduced by the aggregate of the Unpaid Principal Balances of any Stop Advance
Mortgage Loans for such Distribution Date.


 


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


 


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


 


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


 




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


 


Closing
Date:  ______ ___, 201_.


 


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


 


Commission:  U.S.
Securities and Exchange Commission.


  


Component
Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ] and
Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


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


 


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


 


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


 


Cooperative
Shares:  Shares issued by a Cooperative Corporation.


 


Corporate
Trust Office:  With respect to the Trustee, the corporate trust office of the Trustee located at _________________________,  or
at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master
Servicer and the Securities Administrator or the principal corporate trust office of any successor Trustee.  With respect
to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment,  ______________,
___________________, .  With respect to the Securities Administrator, _________, ________________________, or any other
address that the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor and
the Trustee.


 


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


 


Credit
File Certification:  As defined in the Custodial Agreement.


 


Credit
File Exception Report:  As defined in the Custodial Agreement.


 


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


 


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


 




    17 


     


    

 


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


 


Custodial
Agreement:  The Custodial Agreement, dated as of __________ __, 20__, among the Depositor, the Seller, the
Trustee, and _____________, as Custodian, as amended from time to time.  A copy of the Custodial Agreement is attached
hereto as Exhibit D.


 


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


 


Custodian
Fee:  With respect to any Distribution Date, an amount equal to the product of one-twelfth of the Custodian
Fee Rate and the Stated Principal Balance of each Mortgage Loan provided that, in the case of any Stop Advance Mortgage Loan, the
Custodian Fee will accrue at the Custodian Fee Rate on the Assumed Stated Principal Balance thereof, as of the first day of the
related Due Period. For the avoidance of doubt, the Custodian Fee on any Stop Advance Mortgage Loan will be payable from late collections
of interest on the related Mortgage Loan, or Liquidation Proceeds on the related Mortgage Loan in accordance with Section 5.02(g).


 


Custodian
Fee Rate:  [   ]% per annum.


 


Cut-off
Date:  __________ __, 20__.


 


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


 


Defective
Mortgage Loan:  The meaning specified in Section 2.04.


 


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


 


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


 


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


 


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


 


Demand:  As
defined in Section 4.04(a).


 


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


 




    18 


     


    

 


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


 


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


 


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


 


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


 


Distribution
Date Statement:  As defined in Section 4.02.


 


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


 


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


 


Eligible
Account:  Any account or accounts maintained with (a) a federal or state chartered depository institution
or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution
or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) are rated
in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations and in one of the two
highest rating categories of each Rating Agency with respect to long-term unsecured debt obligations at the time any amounts are
held on deposit therein or (b) in segregated trust accounts with the corporate trust department of a federal or state-chartered
depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations
Section 9.10(b) with a long-term debt rating of at least “A3” by Moody’s and “A” by Fitch and S&P
and a short-term debt rating of at least “F1” by Fitch.  Eligible Accounts may bear interest, and may include,
if otherwise qualified under this definition, accounts maintained with the Trustee or the Paying Agent.  If the rating
of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains the account
or accounts is no longer compliant with the requirements set forth in the immediately preceding sentence, the funds on deposit
therewith in connection with this transaction shall be transferred to an Eligible Account within 30 days of such downgrade.


 


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


 


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


 


(ii)         (a)
demand or time deposits, federal funds or bankers’ acceptances issued by any depository institution or trust company incorporated
under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured
debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment
providing for such investment are rated in the highest rating category by each Rating Agency for long-term unsecured debt with
a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations
(provided that, short-term obligations with a maturity of at least 60 days must be rated “A-1+” by S&P) and (b)
any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;


 




    19 


     


    

 


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


 


(iv)        securities
bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or
any state thereof that are rated in the highest rating category by each Rating Agency for long-term unsecured debt with a maturity
of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided
that, short-term obligations with a maturity of at least 60 days must be rated “A-1+” by S&P), in each case at
the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued
by any particular corporation will not be Eligible Investments to the extent that investments therein will cause the then outstanding
principal amount of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding
principal balances of all of the Mortgage Loans and Eligible Investments;


 


(v)         commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) that is rated in the highest rating category by each Rating Agency
for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency with
respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days must be rated “A-1+”
by S&P), in each case at the time of such investment; and


 


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


 


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


 


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


 


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


 


ERISA-Restricted
Certificate:  (i) The Class [  ], Class [  ] and Class [   ] Certificates that
have not been the subject of an ERISA-Qualifying Underwriting, (ii) the Class [    ], Class [      ],
Class R and Class LT-R Certificates, and (iii) any Senior Certificate, Class [    ], Class [   ]
or Class [   ] Certificate that has been underwritten that does not satisfy the applicable rating requirement under the
Underwriter’s Exemption.


 


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


 


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


 


Exception
Report:  As defined in the Custodial Agreement.


 


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


 


Exchange
Date:  As defined in Section 3.10(b).


 


Exchange
Fee:  As defined in Section 3.10(b).


 




    20 


     


    

 


Exchangeable
Certificates: The Class A-[  ], Class A-[  ] and Class A-[  ] Certificates.


 


Exchangeable Subtrust: That portion of
the Trust Fund consisting of the Uncertificated Upper-Tier Interests deemed held by the Securities Administrator in a grantor trust
for the benefit of Holders of the Initial Exchangeable Certificates and the Exchangeable Certificates as further described in Section
3.11.


 


Exchangeable Subtrust Account: The account
designated by the Securities Administrator pursuant to Section 3.11, which may be a subaccount of the Distribution Account.


 


Exemption
Rating Agency:  An NRSRO that meets the requirements of the Underwriter’s Exemption.


 


Fannie
Mae:  Fannie Mae or any successor thereto.


 


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


 


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


 


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


 


Floating
Rate Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


Freddie
Mac:  Freddie Mac, or any successor thereto.


 


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


 


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


 


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


 


Initial
Exchangeable Certificates:  The Class A-[  ], Class A-[  ], Class A-[  ] and
Class A-IO[  ] Certificates.


 


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


 




    21 


     


    

 


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


 


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


 


Interest
Distribution Amount:  For each Class of Certificates on any Distribution Date, the Current Interest for such
Class as reduced by (A) such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Shortfalls, which shall be
allocated to each Class on a pro rata basis based on the amount of Current Interest payable to each such Class, and (B) the sum
of (i) interest accrued on the aggregate Assumed Stated Principal Balance of all Stop Advance Mortgage Loans at their respective
Net Mortgage Rates and (ii) an amount equal to (a) the Net WAC Rate multiplied by (b) the aggregate Unpaid Principal Balance of
all Stop Advance Mortgage Loans minus the aggregate Assumed Stated Principal Balance of all Stop Advance Mortgage Loans, which
will be allocated first to the Class of Certificates with the lowest payment priority and then to the Class of Certificates with
the next lowest payment priority, and so on, in each case up to the Interest Distribution Amount of each such Class for such Distribution
Date prior to giving effect to this clause (B) and, in the case of the Senior Certificates, will be allocated to the Senior Certificates
on a pro rata basis in accordance with their respective Interest Distribution Amounts prior to giving effect to this clause (B).  


 


Interest-only
Certificates:  Collectively, the Class A-IO, Class A-IO[  ] and Class A-IO[  ] Certificates,
or individually, any one of such Class of Certificates, substantially in the form annexed as Exhibit A.


 


Interest
Shortfall:  As to any Class of Certificates and any Distribution Date, the sum of (a) the amount by which
(i) the Interest Distribution Amount for such Class on all prior Distribution Dates exceeds (ii) amounts distributed in respect
of interest to such Class on prior Distribution Dates, and (b) if any Stop Advance Mortgage Loan is no longer a Stop Advance Mortgage
Loan (including as a result of a Servicing Modification) or became a Liquidated Mortgage Loan in the related Due Period or Prepayment
Period, as applicable, any amounts by which the Interest Distribution Amount for such Class was reduced on any prior Distribution
Date pursuant to clause (B) of the definition of Interest Distribution Amount, up to the amount of accrued but unpaid interest
received on such Mortgage Loan, excluding any such unpaid interest that was added to the Unpaid Principal Balance of the Mortgage
Loan as a result of a Servicing Modification or, in the case of a Liquidated Mortgage Loan, up to the amount of collections allocated
to accrued and unpaid interest on such Mortgage Loan, which amounts shall be allocated to such Classes of Certificates in order
of payment priority with respect to interest.


  


Inverse
Floating Rate Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


Item
1123 Certificate:  As defined in Section 6.22.


 


KBRA:  Kroll
Bond Rating Agency, Inc., or any successor in interest.


 


Latest
Possible Maturity Date:  The Distribution Date occurring in _________ 20__.


 


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


 


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


 




    22 


     


    

 


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


 


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


 


Lower-Tier
REMIC:  The segregated pool of assets that is described in the Preliminary Statement to this Agreement.


 


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


 


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


 


Master
Servicer Collection Account:  The separate Eligible Account created and maintained by the Master Servicer,
on behalf of the Trustee, pursuant to Section 4.01.  Funds in the Master Servicer Collection Account shall be held in
trust for the Certificateholders for the uses and purposes set forth in this Agreement.


 


Master
Servicer Compensating Interest Payment:  As to any Distribution Date and the Master Servicer, the lesser of
(1) the Master Servicing Fee for such date and (2) the amount of  any Servicer Compensating Interest Payment that a Servicer
or the Servicing Administrator failed to remit on the Servicer Remittance Date).


 


Master Servicer Remittance Date:  The
Business Day prior to each Distribution Date.


 


Master
Servicing Fee:  With respect to any Distribution Date, an amount equal to the product of one-twelfth of the
Master Servicing Fee Rate and the Stated Principal Balance of each Mortgage Loan provided that, in the case of any Stop Advance
Mortgage Loan, the Master Servicing Fee will accrue at the Master Servicing Fee Rate on the Assumed Stated Principal Balance thereof,
as of the first day of the related Due Period. For the avoidance of doubt, the Master Servicing Fee on any Stop Advance Mortgage
Loan will be payable from late collections of interest on the related Mortgage Loan, or Liquidation Proceeds on the related Mortgage
Loan in accordance with Section 5.02(g).


 


Master
Servicing Fee Rate:  _____% per annum.


 


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


 


Minimum
ERISA Rating:  A rating that is not lower than BBB- (or its equivalent) provided by an Exemption Rating Agency


 


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


 


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


 




    23 


     


    

 


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


 


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


 


Mortgage
Loan Purchase and Sale Agreement:  The mortgage loan purchase and sale agreement, dated as of ______ ___,
201_, between the Seller and the Depositor.


 


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


 


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


  


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


 


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


 


Mortgagor:  The
obligor on a Mortgage Note.


 


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


 


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


 


Net
Prepayment Interest Shortfall:  With respect to any Mortgage Loan and any Distribution Date, the amount by
which any Prepayment Interest Shortfall for the related Due Period exceeds the amount of Master Servicer Compensating Interest
Payment paid by the Master Servicer and Servicer Compensating Interest Payment paid by the applicable Servicer (other than [20%
Servicer]) and/or the Servicing Administrator in respect of such shortfall for such Due Period.


  


Net
WAC Rate:  An annual rate, expressed as a percentage, equal to the weighted average of the Net Mortgage Rates
of the Mortgage Loans as of the first day of the related Due Period, weighted on the basis of the Stated Principal Balances or,
in the case of any Stop Advance Mortgage Loan, the Assumed Stated Principal Balances thereof, as of the first day of the related
Due Period, minus (a) a fraction, the numerator of which equals the amount of any fees, charges and other costs, including indemnification
amounts and costs of arbitration, mediation and investor communication requests (other than the Master Servicing Fee, Custodian
Fee, Trustee Fee, and the Securities Administrator Fee), paid or reimbursed to the Master Servicer, the Securities Administrator
and the Trustee from the Trust Fund under this Agreement and the Custodian from the Trust Fund in accordance with the Custodial
Agreement during the prior calendar month, that are subject to an aggregate maximum amount of $300,000 annually and subject to
an annual cap of $125,000 with respect to aggregate amounts reimbursable to the Trustee, and the denominator of which equals the
aggregate Stated Principal Balance of the Mortgage Loans or, in the case of any Stop Advance Mortgage Loan, the Assumed Stated
Principal Balance thereof, as of the first day of the related Due Period, multiplied by (b) twelve.


 




    24 


     


    

 


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


 


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


 


Nonrecoverable
Advance:  Any portion of an Advance or Servicing Advance previously made or proposed to be made by the Master
Servicer and/or the Servicing Administrator (as certified in an Officer’s Certificate of the Master Servicer and/or the Servicing
Administrator, as applicable), which in the good faith judgment of such party, shall not be ultimately recoverable by such party
from the related Mortgagor, related Liquidation Proceeds or otherwise; provided that no such Officer’s Certificate shall
be required for any Stop Advance Mortgage Loan.


 


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


 


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


 


Non-U.S.
Person:  As defined in Regulation S under the Securities Act.


 


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


 


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


 


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


 


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


 


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


 


	Class B-1	 	 	[   ]%	 
	Class B-2	 	 	[   ]%	 
	Class B-3	 	 	[   ]%	 
	Class B-4	 	 	[   ]%	 
	Class B-5	 	 	[   ]%	 



 


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


 




    25 


     


    

 


Originator:  Each
of _____________,  _____________,   _____________, _____________, _____________, _____________, _____________,
or _____________, each as seller under the related Purchase Agreement, and any successor thereto.


 


Partial
Accrual Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


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


 


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


 


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


 


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


 


Planned
Principal Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


Pool
Level Review:  As defined in Section 2.05.


 


Pool
Level Review Trigger:  As defined in Section 2.05.


 


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


 


Prepayment
Period:  Means (i) for full Principal Prepayments on any Mortgage Loan serviced by [20% Servicer] and (a)
any Distribution Date other than the Distribution Date in __________ __, 20__ , the period commencing on the 15th day
of the month preceding the month in which the related Distribution Date occurs through the 14th day of the month in
which the related Distribution Date occurs and (b) the Distribution Date in __________ __, 20__ , the period commencing on __________
__, 20__ through __________ __, 20__ , and (ii) for any Distribution Date and (a) any Mortgage Loan serviced by [20% Originator/Servicer]
and (b) for partial Principal Prepayments on any Mortgage Loan serviced by [20% Servicer], the calendar month preceding the month
in which the related Distribution Date occurs.


 




    26 


     


    

 


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


 


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


 


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


 


Principal
Only Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


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


 


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


 


Prospectus:  The
prospectus dated _________ __, 20__ , relating to the Class [   ], Class [   ], Class [   ], Class
[   ], Class [   ], Class [   ] and Class [   ] Certificates.


 


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


 


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


 




    27 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


In addition, the principal portion of Realized
Losses in clause (a) above means, with respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the
Stated Principal Balance or, in the case of any Stop Advance Mortgage Loan, the Unpaid Principal Balance, of the Mortgage Loan
plus accrued interest) as of the date of such liquidation, equal to (i) the Stated Principal Balance or, in the case of any Stop
Advance Mortgage Loan, the Unpaid Principal Balance, of the Liquidated Mortgage Loan as of the date of such liquidation, minus
(ii) the Net Liquidation Proceeds received during the month in which such liquidation occurred.


 


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


 


Record
Date:  With respect to any Distribution Date, the last Business Day of the month preceding the month of such
Distribution Date.  With respect to any vote of Certificateholders, the record date for such vote established by the
Securities Administrator.   


 




    28 


     


    

 


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


 


Regulation
AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such may be amended from time to time, and subject to such clarifications and interpretations as have been provided by the Commission
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 an exhibit to each Servicing
Agreement and Exhibit K hereto.  Multiple parties can have responsibility for the same Relevant Servicing Criteria.  With
respect to a Servicing Function Participant engaged by the Master Servicer, the Securities Administrator or any Servicer, the term
“Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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



 


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


 


Scheduled
Principal Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


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


 


Securities
Administrator Fee:  With respect to any Distribution Date, an amount equal to the product of one-twelfth of
the Securities Administrator Fee Rate and the Stated Principal Balance of each Mortgage Loan provided that, in the case of any
Stop Advance Mortgage Loan, the Securities Administrator Fee will accrue at the Securities Administrator Fee Rate on the Assumed
Stated Principal Balance thereof, as of the first day of the related Due Period. For the avoidance of doubt, the Securities Administrator
Fee on any Stop Advance Mortgage Loan will be payable from late collections of interest on the related Mortgage Loan, or Liquidation
Proceeds on the related Mortgage Loan in accordance with Section 5.02(g).


 


Securities
Administrator Fee Rate: [   ]% per annum.


 


Seller:  Redwood
Residential Acquisition Corporation, a Delaware corporation.


 


Senior
Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ], Class
A-[  ], Class A-[  ], Class A-[  ], Class A-IO, Class A-IO[  ] and Class A-IO[  ]
Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed as Exhibit A.


 


Senior
Percentage:  With respect to each Distribution Date, the percentage equivalent of a fraction, the numerator
of which is the aggregate Class Principal Amount of the Senior Certificates (other than the Interest-only Certificates) prior to
any distributions of principal, allocations of Realized Losses or allocations of Certificate Writedown Amounts on such Distribution
Date and the denominator of which is the Aggregate Stated Principal Balance of all of the Mortgage Loans as of the first day of
the related Due Period, but not more than 100%.  The initial Senior Percentage will be approximately [   ]%.  For
the avoidance of doubt, the Stated Principal Balance of a Stop Advance Mortgage Loan shall be zero.


 


Senior
Prepayment Percentage:  With respect to any Distribution Date occurring before the Distribution Date in _________
20__, 100%.  Except as provided herein, the Senior Prepayment Percentage for any Distribution Date occurring in or after
_________ 20__ shall be as follows:


 


(i) in or after _________ 20__ to and including
_________ 20__, the Senior Percentage plus [   ]% of the Subordinate Percentage for that Distribution Date;


 


(ii) in or after _________ 20__ to and
including _________ 20__, the Senior Percentage plus [   ]% of the Subordinate Percentage for that Distribution Date;


 




    30 


     


    



  


(iii) in or after _________ 20__ to
and including _________ 20__, the Senior Percentage plus [   ]% of the Subordinate Percentage for that Distribution
Date;


 


(iv) in or after _________ 20__ to
and including _________ 20__, the Senior Percentage plus [   ]% of the Subordinate Percentage for that Distribution
Date; and


 


(v) in or after _________ 20__, the
Senior Percentage for that Distribution Date;


 


provided,
however, that there shall be no reduction in the Senior Prepayment Percentage (other than as a result of a reduction
of the Senior Percentage) on any Distribution Date unless the Step-Down Test is satisfied; and provided, further, that if
on any such Distribution Date on or after the Distribution Date in _________ 20__, the Senior Percentage exceeds the initial Senior
Percentage, the Senior Prepayment Percentage for that Distribution Date shall again equal 100%.


 


If on any Distribution Date the allocation
to the Senior Certificates (other than the Interest-only Certificates) of Principal Prepayments and other amounts in the percentage
required above would reduce the aggregate Class Principal Amount of such Classes of Certificates to below zero, the Senior Prepayment
Percentage of those amounts for such Distribution Date shall be limited to the percentage necessary to reduce the aggregate Class
Principal Amount of such Classes of Certificates thereof to zero.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that


 


		(A)	if on any Distribution Date the allocation to the Senior Certificates of the Senior Principal Distribution Amount would reduce
the aggregate Class Principal Amount of those Certificates to below zero, the distribution of the Senior Principal Distribution
Amount to such Certificates shall be limited to the amount necessary to reduce the aggregate Class Principal Amount of such Classes
of Certificates to zero;



 


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



 




    31 


     


    

 


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



 


Senior
Support Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ],
Class A-[  ] and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially
in the form annexed as Exhibit A.


 


Sequential
Pay Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


Sequential
Trigger Event: As to any Distribution Date, a sequential trigger event will be in effect if (a) a fraction, expressed
as a percentage, the numerator of which is the aggregate Stated Principal Balance of any Stop Advance Mortgage Loans on the related
Determination Date and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans on such Determination
Date is greater than (b) [single A initial subordination]%.


 


Servicer:  Each
Servicer under a Servicing Agreement.


 


Servicer
Compensating Interest Payment:  As to any Distribution Date and any Servicer (other than [20% Servicer]) and
the Servicing Administrator, the lesser of (1) the Servicing Fee for such Servicer (other than [20% Servicer]) or the aggregate
of the applicable Servicer’s Servicing Fee and the Servicing Administrator Fee (in the case of the Servicing Administrator)
for such date and (2) any Prepayment Interest Shortfalls with respect to any Mortgage Loans serviced by such Servicer (or in the
case of the Servicing Administrator, the Mortgage Loans serviced by [20% Servicer]) for such date.


 


Servicer
Remittance Date:  As to any Mortgage Loan serviced by [20% Servicer], the 20th day of any month,
or if such 20th day is not a Business Day, the first Business Day immediately preceding such 20th day, and
as to any Mortgage Loan serviced by [20% Originator/Servicer], the 18th day of any month, or if such 18th
day is not a Business Day, the first Business Day immediately following that 18th day, in each case commencing in __________
20__.


 


Servicing
Administrator: Redwood Residential Acquisition Corporation, as servicing administrator under the [20% Servicer] Servicing
Agreement.


 


Servicing
Administrator Fee:  As to any Distribution Date and each Mortgage Loan serviced by [20% Servicer], an amount
equal to the difference, if positive, between the Servicing Fee with respect to such Mortgage Loan and the servicing compensation
payable to [20% Servicer] under the applicable Servicing Agreement.


 


Servicing
Advances:  As defined in the applicable Servicing Agreement.


 


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


 


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


 




    32 


     


    

 


Servicing
Fee:  As to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth
of the Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan or, in the case of a Stop Advance Mortgage
Loan, the Assumed Stated Principal Balance thereof as of the first day of the related Due Period. The Servicing Fee payable with
respect to the Mortgage Loans serviced by [20% Servicer] will be allocated by [20% Servicer] between the Servicing Administrator
and [20% Servicer] as provided in the related Servicing Agreement.


 


Servicing
Fee Rate:   For each Servicer, a per annum rate equal to [0.25]% or such other rate as may be agreed to by
the Master Servicer pursuant to Section 9.01(b) of this Agreement and the related Servicing Agreement; provided that, with respect
to each Mortgage Loan serviced by [20% Originator/Servicer], the Servicing Fee Rate will be increased by the amount of any increase
in the Mortgage Rate for any such Mortgage Loan pursuant to the terms of the related Mortgage Note due to the termination of an
automatic debit or direct deposit account; provided further, that the Master Servicer shall have no obligation to confirm or verify
any such increase in the Servicing Fee Rate for any such Mortgage Loan serviced by [20% Originator/Servicer].


 


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


 


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


 


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


 


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


 


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


 


Stated
Principal Balance:  As to any Mortgage Loan and date of determination, the unpaid principal balance of such
Mortgage Loan as of the most recent Due Date as determined by the amortization schedule for the Mortgage Loan at the time relating
thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after
giving effect to any previous Servicing Modification, Principal Prepayments and related Liquidation Proceeds allocable to principal
and to the payment of principal due on such Due Date (but not unscheduled Principal Prepayments received on such Due Date) and
irrespective of any delinquency in payment by the related Mortgagor; provided that the Stated Principal Balance of any Stop Advance
Mortgage Loan shall be zero for all purposes hereunder; and provided further that the Stated Principal Balance of any Stop Advance
Mortgage Loan for the Due Date in the Due Period or Prepayment Period, as applicable, in which such Mortgage Loan is no longer
a Stop Advance Mortgage Loan , including if such Mortgage Loan has become a Liquidated Mortgage Loan, shall be the Unpaid Principal
Balance of such Mortgage Loan; provided, if a Stop Advance Mortgage Loan has become current as a result of a Servicing Modification,
then the Stated Principal Balance of such Mortgage Loan for such Due Date shall be the Unpaid Principal Balance thereof after giving
effect to such Servicing Modification. For the avoidance of doubt, the Stated Principal Balance of any Mortgage Loan that has been
prepaid in full or has become a Liquidated Mortgage Loan during the related Prepayment Period shall be zero.


 


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


 




    33 


     


    

 


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


 


Second,
cumulative Realized Losses with respect to the Mortgage Loans plus, with respect to any Mortgage Loans that have been the subject
of a Servicing Modification, any interest due on such Mortgage Loans that has been written off by the related Servicer, do not
exceed (a) with respect to each Distribution Date occurring in the period from __________ 20__ to and including __________ 20__
, [  ]% of the Original Subordinate Class Principal Amount, (b) with respect to each Distribution Date occurring in the
period from __________ 20__ to and including __________ 20__ , [  ]% of the Original Subordinate Class Principal Amount,
(c) with respect to each Distribution Date occurring in the period from __________ 20__ to and including __________ 20__ , [  ]%
of the Original Subordinate Class Principal Amount, (d) with respect to each Distribution Date in the period from __________ 20__
to and including __________ 20__ , [  ]% of the Original Subordinate Class Principal Amount and (e) with respect
to the Distribution Date occurring in __________ 20__ and thereafter, [  ]% of the Original Subordinate Class Principal
Amount.


  


Stop
Advance Mortgage Loan: With respect to any Distribution Date, any Mortgage Loan that is 120 days or more Delinquent
as of the related Due Date.


 


Strip
Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ] and
Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


Subordinate
Certificate:  Any of the Class B-[   ], Class B-[   ], or Class B-[   ]
Certificates.


 


Subordinate
Class Percentage: As to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a
percentage, the numerator of which is the Class Principal Amount of such Class on such date, and the denominator of which is the
aggregate of the Class Principal Amounts of all Classes of Subordinate Certificates on such date; provided that for purposes of
calculating the numerator and the denominator above, the Class Principal Amount of the Class of Subordinate Certificates with the
lowest payment priority shall be reduced by the aggregate of the Unpaid Principal Balances of any Stop Advance Mortgage Loans for
such Distribution Date.


 


Subordinate
Percentage:  With respect to any Distribution Date, a percentage equal to the excess, if any, of 100% over
the Senior Percentage for that Distribution Date. The initial Subordinate Percentage is [   ]%.


  


Subordinate
Prepayment Percentage:  With respect to any Distribution Date, a percentage equal to the excess, if any, of
100% over the Senior Prepayment Percentage for that Distribution Date.


 


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


 


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


 


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


 




    34 


     


    

 


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


 


(4)          the
lesser of (x) any amounts described in clauses (1) through (3) above for any previous Distribution Date that remain unpaid and
(y) the Available Distribution Amount remaining after application of the Available Distribution Amount to pay the Interest Distribution
Amount and Interest Shortfalls for each Class of Certificates, the Senior Principal Distribution Amount (giving effect to clause
(4) thereof) and the Subordinate Principal Distribution Amount (without giving effect to this clause (4)).


 


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


 


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


 


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


 


In addition, until the aggregate Class Principal Amount of the
Senior Certificates is reduced to zero, if on any Distribution Date the Subordinate Percentage for such Distribution Date is less
than [   ]%, the Senior Principal Distribution Amount for such Distribution Date will include all principal collections
on the Mortgage Loans distributed on that Distribution Date, and the Subordinate Principal Distribution Amount will be zero.


 


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


 


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


 




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


 


Super
Senior Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


Targeted
Principal Certificate:  Collectively, the Class A-[  ], Class A-[  ], Class A-[  ]
and Class A-[  ] Certificates, or individually, any one of such Class of Certificates, substantially in the form annexed
as Exhibit A.


 


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


 


Trust
Fund:  As defined in Section 2.01 herein.


 


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


 


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


 


Trustee
Fee:  With respect to any Distribution Date, an amount equal to the product of one-twelfth of the Trustee
Fee Rate and the Stated Principal Balance of each Mortgage Loan provided that, in the case of any Stop Advance Mortgage Loan, the
Trustee Fee will accrue at the Trustee Fee Rate on the Assumed Stated Principal Balance thereof, as of the first day of the related
Due Period. For the avoidance of doubt, the Trustee Fee on any Stop Advance Mortgage Loan will be payable from late collections
of interest on the related Mortgage Loan, or Liquidation Proceeds on the related Mortgage Loan in accordance with Section 5.02(g).


 


Trustee
Fee Rate:  [  ]% per annum.


 


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


 


[20%
Servicer] Servicing Agreement: Flow Mortgage Loan Servicing Agreement, dated as of [date], between Redwood Residential
Acquisition Corporation and [20% Servicer], as modified by the related Acknowledgement.


 


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


  


Uncertificated Upper-Tier Interest:
Any or all, as the context requires, of the regular interests in the Upper-Tier REMIC other than the Certificated Upper-Tier Interests.


 


Underwriter:  [                              ].


 


Underwriter’s
Exemption:  Prohibited Transaction Exemption (“PTE”) 89-90, as amended or any substantially similar
administrative exemption granted by the U.S. Department of Labor to the Underwriter.


 




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Underwriting
Agreement:  The Underwriting Agreement, dated _________ __, 20__, among the Seller, the Depositor, Redwood
Trust, Inc. and the Underwriter.


 


Unpaid
Principal Balance: With respect to a Stop Advance Mortgage Loan and any date of determination, the Stated Principal
Balance thereof immediately prior to the Mortgage Loan becoming a Stop Advance Mortgage Loan, reduced by the principal portion
of any Scheduled Payment on such Stop Advance Mortgage Loan that was included in the Available Distribution Amount on or prior
to the date of determination.


 


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


 


Upper-Tier
REMIC:  The segregated pool of assets that is described in the Preliminary Statement to this Agreement.


 


Voting
Rights:  The portion of the voting rights of all the Certificates that is allocated to any Certificate for
purposes of the voting provisions of this Agreement.  At all times during the term of this Agreement, [97.00]% of all
Voting Rights shall be allocated to the Class A-[  ], Class A-[  ], Class A-[  ], Class A-[  ],
Class A-[  ], Class A-[  ], Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates in proportion
to their respective Certificate Principal Amounts.  At all times during the term of this Agreement, [1.00]% of all Voting
Rights shall be allocated to each of the Class A-IO, Class A-IO[  ] and Class A-IO[  ] Certificates, provided
however, to the extent any of the Class A-IO, Class A-IO[  ] and Class A-IO[  ] Certificates are not outstanding,
the voting rights with respect to such Class of Certificates will be allocated to the related class of Initial Exchangeable Certificates.  Voting
Rights shall be allocated among the Certificates of each Class based on their Percentage Interests and no Certificate with a principal
amount equal to zero will have any voting rights.  The Class R Certificates and Class LT-R Certificate shall not have
any voting rights.


 


WHFIT:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor
provisions.


 


WHFIT
Regulations: Treasury Regulations section 1.671-5, as amended.


 


WHMT:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


		Section 1.02	Calculations
Respecting Mortgage Loans.



 


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


 




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ARTICLE II


 


DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES


 


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



 


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


 


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


 


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


 


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


 


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



 


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


 




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The Trustee, by execution and delivery hereof
and the below-referenced delivery to the Trustee of the Credit File Certification and the Credit File Exception Report, acknowledges
receipt by it (or by the Custodian on its behalf) of the Trustee Credit Files pertaining to the Mortgage Loans listed on the Mortgage
Loan Schedule, subject to review thereof by the Custodian on behalf of the Trustee in accordance with Section 3A.2 of the Custodial
Agreement and the exceptions set forth on the Credit File Exception Report.  The Custodian, on behalf of the Trustee,
will execute and deliver to the Trustee and the Depositor a Credit File Certification and a Credit File Exception Report on the
Closing Date in the respective forms required by the Custodial Agreement.


 


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


 


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


 


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


 


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


 


		Section 2.03	Representations
and Warranties of the Depositor.



 


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


 


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


 


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


 


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


 




    39 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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



 


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


 


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


 


In the event any repurchase request given
by the Trustee to the Depositor pursuant to this Section 2.04(a) is not resolved by the end of the 180-day period beginning when
notice of the request is received by the Depositor, then the Trustee may refer the matter, at its discretion, to either mediation
or third-party arbitration, and the Depositor shall agree to the selected resolution method. In addition, the Trustee shall provide
to the Securities Administrator a description of any such dispute and the Securities Administrator shall include such description
in the next monthly Report on Form 10-D. If the Trustee does not elect to refer the matter to mediation or third-party arbitration,
any Certificateholder may do so by notice to the Depositor within ninety (90) days of the filing date of the related Report on
Form 10-D. If any such dispute is referred to arbitration, the arbitrator shall determine the allocation of any expenses, which
may include allocation of expenses to any Certificateholder that referred the dispute to arbitration. If the matter is referred
to mediation, the parties to the mediation shall mutually determine the allocation of any expenses.


 




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


 


 


Section
2.05          Obligations in Respect of Alleged Breach of Originator Representations and Warranties; Asset Reviews and Certificateholder
Votes.


 


(a)          The Master Servicer shall monitor
delinquency reports from each of the Servicers and promptly notify the Securities Administrator, the Trustee and the Asset Representations
Reviewer of each Mortgage Loan that becomes Delinquent for more than 120 days or becomes a Liquidated Mortgage Loan and a Realized
Loss is incurred. The Asset Representations Reviewer shall review each such Mortgage Loan to determine whether any breaches of
the representations and warranties given by an Originator under the related Purchase Agreement or by the Seller under the Mortgage
Loan Purchase Agreement may have occurred.


 


(b)          In addition, the Master Servicer
shall promptly notify each of the Securities Administrator, the Trustee and the Asset Representations Reviewer if, based on delinquency
reports from the Servicers, the Aggregate Stated Principal Balance of Mortgage Loans that are 60 or more days Delinquent or have
been modified within the last twelve (12) months equals or exceeds 5% of the Stated Principal Balance of the Mortgage Loans as
of the most recent Distribution Date, determined on each Determination Date (a “Pool Level Review Trigger”).
If the Securities Administrator receives notice from the Master Servicer of the occurrence of a Pool Level Review Trigger, the
Securities Administrator shall promptly notify the Certificateholders of a potential review of all Mortgage Loans that are or have
become 60 or more days Delinquent since the Closing Date in order to determine whether there have been breaches of any representations
and warranties (a “Pool Level Review”). Such information shall also be included in the monthly report on Form
10-D for the month in which the notice is received by the Securities Administrator.


 


(c)           If Certificateholders representing
not less than 5% of the aggregate Voting Rights, excluding Voting Rights attributed to any Certificates held by Affiliates of the
Sponsor or any Servicer, provide written direction to the Securities Administrator to commence a vote to authorize a Pool Level
Review within ninety (90) days after the filing date of the monthly report on Form 10-D reporting the occurrence of a Pool Level
Review Trigger (an “Asset Review Election”), then the Certificate Administrator shall promptly provide written
notice of such direction to all Certificateholders, and solicit votes of Certificateholders to authorize a Pool Level Review.


 


(d)           If, within 150 days of the Record
Date for voting on whether to commence a Pool Level Review, a simple majority of at least 5% of the aggregate Voting Rights (an
“Asset Review Quorum”) (excluding Voting Rights attributed to any Certificates held by Affiliates of the Sponsor
or any Servicer) vote in favor of commencing a Pool Level Review (an “Affirmative Asset Review Vote”), the Certificate
Administrator shall notify all parties to this Agreement. Within ninety (90) days of such an affirmative vote, the Asset Representations
Reviewer shall commence a Pool Level Review.


 


(e)          In the event an Affirmative Asset
Review Vote has not occurred within such 150-day period, no Certificateholder may request a vote or cast a vote for a Pool Level
Review and the Asset Representations Reviewer will not be required to conduct any Pool Level Review unless and until (i) another
Pool Level Review Trigger has occurred as a result of any additional Mortgage Loans becoming Delinquent by 60 days or more or additional
Mortgage Loans being modified, in each case after the expiration of such 150-day period, (ii) the Certificate Administrator has
received an Asset Review Election after the occurrence of the events described in clause (i) and (iii) an Affirmative Asset Review
Vote has occurred after the Asset Review Vote Election described in clause (ii). After the occurrence of any Asset Review Vote
Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as
described in the immediately preceding sentence.


 




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(f)          Any reasonable out-of-pocket expenses
incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the issuing
entity from the Collection Account, subject to the limitations described in clause (C) of the definition of Available Distribution
Amount.


 


(g)          The Asset Representations Reviewer
will not be required to review any Mortgage Loan that was subject to a previous review by the Asset Representations Reviewer unless
(a) such Mortgage Lan is the subject of a new alleged breach of a representation or warranty as of a date after the completion
of the prior review or (b) the Asset Representations Reviewer has reason to believe that a prior review was conducted in a manner
that would not have ascertained compliance with a specific representation or warranty.


 


(h)          The Asset Representations Reviewer
shall have access to copies of any underlying documents included in the related Trustee Mortgage Files related to performing a
review of the Mortgage Loans.


 


(i)           For
any distribution period in which a review by the Asset Representations Reviewer has been triggered, the Form 10-D will disclose
such information and a summary of the report of the findings and conclusions of such review shall be included on the Form 10-D
for the relevant distribution period in which it is received. The Asset Representations Reviewer shall report its findings and
provide an attestation to the Trustee that its review and report have not been influenced or affected by interested parties. Any
such review will include a review of all of the representations and warranties in the underlying purchase documentation with respect
to the related mortgage loans. Based on this review report, the Trustee shall determine whether a breach of a representation or
warranty has occurred requiring the Originator or the Seller to cure such breach, repurchase or substitute for or make an indemnification
payment with respect to the related Mortgage Loan, and will enforce such obligation, including participating in an arbitration
or mediation proceeding pursuant to the Purchase Agreement, if necessary. If the Trustee determines that such a breach has occurred,
the Trustee shall (i) demand that the applicable Originator or the Seller, if the Seller has such an obligation, cure such breach,
or repurchase, substitute for or make an indemnification payment with respect to the related Mortgage Loan, and (ii) notify the
Certificateholders of the Trustee’s submission of such demand. In the event any repurchase request given by the Trustee
to an Originator or the Seller pursuant to this Section 2.05 is not resolved by the end of the 180-day period beginning when notice
of the request is received, then the Trustee may refer the matter, at its discretion, to either mediation or third-party arbitration.
In addition, the Trustee shall provide to the Securities Administrator a description of any such dispute and the Securities Administrator
shall include such description in the next monthly Report on Form 10-D. If the Trustee does not elect to refer the matter to mediation
or third-party arbitration, any Certificateholder may do so by notice to the Trustee within ninety (90) days of the filing date
of the related Report on Form 10-D.


 


(j)           In connection with any such action
against an originator or the seller, the trustee will pursue reimbursement for the fees, costs and expenses of the action, including
the fees, costs and expenses of the asset representations reviewer, from such originator under the terms of the purchase agreement
or from the seller under the terms of the mortgage loan purchase agreement. To the extent not reimbursed by the originator or the
seller, the trustee and the asset representations reviewer will be reimbursed by the trust fund, subject to the annual expense
limits as described in the definition of Available Distribution Amount.


 


(k)          If, based on a report of the Asset
Representations Reviewer, the Trustee concludes that a breach of a representation or warranty that would require an Originator
or the Seller to cure, repurchase or substitute for or make an indemnification payment with respect to the related Mortgage Loan
has not occurred, then the Trustee shall notify the Securities Administrator in writing and the Certificateholders shall be notified
of this decision and provided details of the review pursuant to a report on Form 10-D; provided, that the Securities Administrator
shall only be required to include such notification and any related details on any Distribution Date Statement to the extent it
has received the same. Despite such a determination by the Trustee, any Holder of Certificates may indicate its disagreement with
the Trustee’s determination and commence the process described in paragraph (l) below by notice to the Trustee within ninety
(90) days of the filing date of the Report on Form 10-D that included disclosure regarding the Trustee’s determination not
to pursue a remedy. Such written notice shall indicate the reasons for the Certificateholder’s objections to the Trustee’s
determination that a breach requiring a remedy has not occurred. Any such notice shall be sent to: [Name and Address of Trustee][Attention:
Sequoia Mortgage Trust Series [  ] Repurchase Requests]. If any objecting Certificateholder is not a record Holder of
Certificates, the Trustee shall require such Certificateholder to provide a written certification that it is a beneficial owner
of Certificates and one other form of documentation, such as a trade confirmation, an account statement, a letter from a broker
or dealer or similar document.


 




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(l)           Promptly and in any event within
[five] Business Days following receipt of such notice from any objecting Holder of Certificates, the Trustee shall consult with
each such objecting Certificateholder regarding such Certificateholder’s objections to the Trustee’s conclusions so
that such Certificateholder may consider the views of the Trustee as to whether a breach has occurred and possible dispute resolution
methods. Such discussions shall occur and be completed no later than [ten] Business Days following receipt of notice from the objecting
Certificateholder. The Trustee will be entitled to establish procedures the Trustee deems in good faith to be appropriate regarding
the timing and extent of such consultations. No later than [at least five] Business Days after completion of the consultation,
the related Certificateholder may provide final notice to the Trustee indicating its decision to demand a repurchase from the applicable
Originator or the Seller, and the Trustee shall deliver the repurchase request to the applicable Originator or the Seller. Under
these circumstances, the related Certificateholder or Certificateholders shall negotiate the repurchase request with the applicable
Originator or the Seller, and if the dispute is not resolved 180 days from the date of the repurchase request, the objecting Certificateholder,
or if there is more than one objecting Certificateholder, the Holders of a majority of the voting rights among such Certificateholders,
shall be entitled to refer the matter to arbitration or mediation, make all decisions relating to such arbitration or mediation
and represent the interests of Certificateholders in the mediation or arbitration proceeding. If no Certificateholder commences
arbitration or mediation within [210] days after delivery the related repurchase request, then the rights of the Certificateholders
to act as the enforcing party will terminate and no Certificateholder shall have any further right to refer the matter to arbitration
or mediation.


 


(m)         If
any such dispute described in this Section 2.05 is referred to arbitration, the arbitrator shall determine the allocation of any
expenses, which may include allocation of expenses to any objecting Certificateholder that has referred the dispute to arbitration.
If the matter is referred to mediation, the parties to the mediation shall mutually determine the allocation of any expenses.


 


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


 


		Section 2.06	Intention
of Parties.



 


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


 


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


 




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


 


		Section 2.07	Controlling
Holder.



 


(a)          The Controlling Holder shall indemnify
each of the Master Servicer, the Securities Administrator and the Trustee and hold it harmless from and against any claim, loss,
liability, damage, cost or expense (including, without limitation, reasonable legal fees and expenses) incurred or expended by
the Master Servicer, the Securities Administrator or the Trustee (without negligence or willful misconduct on the part of the Master
Servicer, the Securities Administrator or the Trustee) with respect to claims of a third party arising from any act or omission
of the Controlling Holder in the exercise of its rights under Section 2.08 of this Agreement.


 


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


 


		Section 2.08	Obligations in Respect of Proposed Eminent Domain Mortgage
Loan Acquisition.



 


(a)         The Master Servicer or the Trustee
shall promptly notify the Controlling Holder (if any), and the Master Servicer or the Trustee, as applicable, if one of its Responsible
Officers has received notice that any governmental entity intends to acquire a Mortgage Loan through the exercise of its power
of eminent domain. The Controlling Holder shall obtain or cause to be obtained or, if there is no longer a Controlling Holder,
the Trustee shall cause the related Servicer to obtain, a valuation on the related property in the form of a broker’s price
opinion or another valuation method that it deems appropriate. The Controlling Holder, if any, may also engage a third party to
review each such Mortgage Loan to determine whether the payment offered by such governmental entity for the Mortgage Loan is the
fair market value (the “Fair Value”) of such Mortgage Loan. Any such third party reviewer must be a recognized third
party with experience performing valuations of residential mortgage loans. The Controlling Holder, if any, also may engage legal
counsel to assess the legality of such governmental entity’s proposed exercise of its power of eminent domain to acquire
the Mortgage Loan to determine whether there are bona fide legal grounds for contesting such acquisition (without regard to issues
relating to the amount of compensation to be paid) (each such determination referred to herein as a “legality determination”).
If, as a result of such review, the Controlling Holder determines that the offered payment does not constitute the Fair Value of
the Mortgage Loan or that there may be bona fide legal grounds to contest such proposed acquisition, then the Controlling Holder
may contest such acquisition through appropriate legal proceedings.


 




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(b)          If, as a result of a review conducted
pursuant to Section 2.08(a) above, the Controlling Holder concludes that it will not contest the proposed acquisition, then the
Controlling Holder shall notify the Master Servicer, the Securities Administrator and the Trustee in writing and the Securities
Administrator shall forward to the Certificateholders a copy of this decision pursuant to a Distribution Date Statement; provided,
that the Securities Administrator shall only be required to include such notification and any related details on any Distribution
Date Statement to the extent it has received the same. After such notification has been delivered, notwithstanding such a determination
by the Controlling Holder, the Certificateholders may direct the Trustee to contest an acquisition of a Mortgage Loan through exercise
of the power of eminent domain, or the amount of the offered payment for such Mortgage Loan, if, within thirty days of notification
of the Certificateholders, (i) the Trustee receives written direction to do so by the Holders of more than 50% of the Aggregate
Voting Rights of the Certificates and (ii) the Holders directing the Trustee to take such action agree to provide in advance to
the Trustee funds to pay for any fees, costs and expenses incurred by the Trustee and to provide any indemnification reasonably
requested by the Trustee. In connection with any such action, the Trustee shall pursue reimbursement for its fees, costs and expenses
from the governmental entity, if directed to do so by the Certificateholders that provided such funds to the Trustee as described
above. If the Trustee recovers any such fees, costs and expenses, it shall be obligated to pay such amounts to such Certificateholders,
to reimburse such Certificateholders up to any amounts previously paid, unless the Certificateholders directing the Trustee have
not satisfied their obligations to pay the fees, costs, expenses and indemnities of the Trustee in taking such action, in which
case such amounts shall be retained by the Trustee for such purposes. To the extent not reimbursed by the governmental entity or
the Certificateholders, the Trustee shall be reimbursed by the Trust Fund for any costs incurred by it in connection with the performance
of such duties, subject to the limitation in clause (C) of the definition of Available Distribution Amount.


 


(c)          If there is no longer a Controlling
Holder, the Trustee shall notify the Master Servicer and the Certificateholders that it has received notice that a governmental
entity intends to acquire a Mortgage Loan through the exercise of its power of eminent domain and of the results of the valuation
on the related property obtained. The Trustee shall take such other actions with respect to the action of the governmental authority
as are consistent with the instructions of the Certificateholders, provided the Trustee shall have no duty or obligation to take
such actions except (i) in accordance with the written direction by the Holders of more than 50% of the Aggregate Voting Rights
of the Certificates and (ii) an agreement by Holders directing the Trustee to take such action to provide in advance to the Trustee
funds to pay for any fees, costs and expenses incurred by the Trustee, and provide any indemnification reasonably requested by
the Trustee. In connection with any such action, the Trustee shall pursue reimbursement for its fees, costs and expenses from such
governmental entity if directed to do so by the Certificateholders that provided such funds to the Trustee as described above.
If the Trustee recovers any such fees, costs and expenses, it shall be obligated to reimburse such amounts to such Certificateholders,
up to any amounts previously paid by such Certificateholders, unless the Certificateholders directing the Trustee have not satisfied
their obligations to pay the fees, costs, expenses and indemnities of the Trustee in taking such action, in which case such amounts
shall be retained by the Trustee for such purposes. To the extent not reimbursed by the governmental entity or the Certificateholders,
the Trustee shall be reimbursed by the Trust Fund for any costs incurred by it in connection with the performance of such duties,
subject to the limitation in clause (C) of the definition of Available Distribution Amount.


 


For the avoidance of doubt, neither the
Controlling Holder nor the Trustee shall be liable for any legality determination or determination of Fair Value made as described
above, or any actions taken by them with respect to or in reliance on such determinations.


 


(d)          In performing its duties under this
Section 2.08, each of the Controlling Holder and the Trustee may rely upon, and shall be protected in acting or refraining from
acting upon, any legality determination by a nationally recognized law firm and any determination of Fair Value by a recognized
third party with experience in performing valuations of residential mortgage loans.


 




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ARTICLE III


 


THE CERTIFICATES


 


		Section 3.01	The
Certificates.



 


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


 


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


 


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


 


		Section 3.02	Registration.



 


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


 


		Section 3.03	Transfer
and Exchange of Certificates.



 


(a)           A
Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be transferred by the Holder
thereof only upon presentation and surrender of such Certificate at the office of the Certificate Registrar duly endorsed or accompanied
by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Certificate
Registrar.  Upon the transfer of any Certificate in accordance with the preceding sentence, the Trustee shall execute,
and the Authenticating Agent shall authenticate and deliver to the transferee, one or more new Certificates of the same Class and
evidencing, in the aggregate, the same aggregate Certificate Principal Amount (or Certificate Notional Amount) as the Certificate
being transferred.  No service charge shall be made to a Certificateholder for any registration of transfer of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any registration of transfer of Certificates. The Certificate Registrar shall be permitted to request such evidence
reasonably satisfactory to it documenting the identity and/or signatures of the transferor and transferee, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include
membership or participation in Securities Transfer Agents Medallion Program (STAMP) or such other "signature guarantee program"
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.


 




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


 


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


 


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


 


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


 


(ii)           The
Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is (A) being made to an
“accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or to any Person all of
the equity owners in which are such accredited investors and (B) in the case of any Class R or Class LT-R Certificate, otherwise
in compliance with the additional requirements applicable to such Certificates set forth in Section 3.03(f) below, by a transferor
who furnishes to the Certificate Registrar a letter of the transferee substantially in the form of Exhibit F hereto.


 


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


 




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


 


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


 


(e)           As
a condition of the registration of transfer or exchange of any Certificate, the Certificate Registrar may require the certified
taxpayer identification number of the owner of the Certificate and the payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith; provided, however, that the Certificate Registrar shall have no obligation to require
such payment or to determine whether or not any such tax or charge may be applicable.  No service charge shall be made
to the Certificateholder for any registration, transfer or exchange of a Certificate. The Certificate Registrar or the Securities
Administrator shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures
of the transferor and transferee, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements
of the Certificate Registrar, which requirements include membership or participation in Securities Transfer Agents Medallion Program
(STAMP) or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Exchange Act.


 


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


 




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


 


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


 


The following legend shall appear on all Residual
Certificates:


 


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


 




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


 


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


 


		Section 3.04	Cancellation
of Certificates.



 


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


 


		Section 3.05	Replacement
of Certificates.



 


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


 


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


 


		Section 3.06	Persons
Deemed Owners.



 


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


 




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		Section 3.07	Temporary
Certificates.



 


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


 


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


 


		Section 3.08	Appointment
of Paying Agent.



 


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


 


		Section 3.09	Book-Entry
Certificates.



 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


		Section 3.10	Exchangeable
Certificates.



 


(a)          The Initial Exchangeable Certificates
and Exchangeable Certificates authorized by this Agreement shall consist of the Initial Exchangeable Certificates and Exchangeable
Certificates having the characteristics specified or determined as described herein, and otherwise shall be subject to the terms
and provisions set forth herein.


 


(b)          The Initial Exchangeable Certificates
and Exchangeable Certificates, as applicable, shall be exchangeable on the books of the Clearing Agency for the Initial Exchangeable
Certificates and Exchangeable Certificates, as applicable, in the combinations specified on Exhibit Q, on and after the Closing
Date, by notice to the Securities Administrator substantially in the form of Exhibit P hereto and in accordance with the procedures
specified hereunder.


 


On each Distribution Date, the Securities
Administrator shall increase or reduce the Class Principal Amount and Class Notional Amount of the Initial Exchangeable Certificates
and the Exchangeable Certificates in accordance with the payment priorities set forth in Section 5.02 and allocation of Realized
Losses as set forth in Section 5.03 based on the then outstanding Class Principal Amounts of such Classes.


 


There shall be no limitation on the number
of exchanges authorized pursuant to this Section 3.10, and, except as provided in the third following paragraph, no fee or other
charge shall be payable to the Securities Administrator or the Clearing Agency in connection therewith. The maximum Class Principal
Amount and Class Notional Amount of the Initial Exchangeable Certificates and the Exchangeable Certificates shall be as described
in the Preliminary Statement to this Agreement.


 




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In order to effect an exchange of Certificates,
the Certificateholder shall notify the Securities Administrator by email at _____________________ no later than three Business
Days prior to the proposed Exchange Date. A notice becomes irrevocable on the second Business Day before the proposed Exchange
Date. The “Exchange Date” can be any Business Day other than the first or last Business Day of the month and the related
Record Date, subject to the Securities Administrator's approval. The notice must be on the Certificateholder's letterhead, carry
a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Certificate or Certificates (as
applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal
Amount and, if applicable, Certificate Notional Amount of the Certificates to be exchanged; (iii) the Clearing Agency participant
numbers to be debited and credited; (iv) the proposed Exchange Date; and (v) the Certificateholder’s email address. After
receiving the notice, the Securities Administrator shall e-mail to the Certificateholder wire payment instructions relating to
the Exchange Fee. The Certificateholder will utilize the “Deposit and Withdrawal at Custodian” system at the Clearing
Agency to exchange the Certificates.


 


The Securities Administrator shall verify
the proposed Certificate Principal Amounts and Certificate Notional Amount to ensure that the principal and interest entitlements
of the Certificates received equal the entitlements of the Certificates surrendered. If there is an error, the exchange will not
occur until such error is corrected. Unless rejected for error, the notice of exchange will become irrevocable on the second Business
Day before the proposed Exchange Date.


 


The preparation of all Certificates referred
to in this Section 3.10 in connection with an exchange shall be at the expense of the parties thereto. For each exchange, the Certificateholder
of the related Certificate shall pay to the Securities Administrator in connection with each exchange a fee (the “Exchange
Fee”) equal to $5,000. Such Exchange Fee must be received by the Securities Administrator prior to the Exchange Date or such
exchange shall not be effected. The Certificateholder wishing to effect such exchange must pay any other expenses related to such
exchange, including but not limited to any fees charged by the Clearing Agency.


 


The Securities Administrator shall make
the first distribution on an Initial Exchangeable Certificate or an Exchangeable Certificate received in an exchange transaction
on the Distribution Date in the following month to the Certificateholder of record as of the Record Date related to such Distribution
Date.


 


		Section 3.11	Tax
Status and Reporting of Exchangeable Certificates.



 


(a)          It is intended that the Exchangeable
Subtrust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1
of the Code, and the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.
Under no circumstances shall the Trustee, the Master Servicer, the Depositor or the Securities Administrator have the power to
vary the investments of the Holders of Initial Exchangeable Certificates or Exchangeable Certificates in their related assets of
the Exchangeable Subtrust in order to take advantage of variations in the market to improve their rate of return. The Initial Exchangeable
Certificates represent undivided beneficial ownership of a proportionate interest in the Uncertificated Upper-Tier Interests identified
as related to such Certificates in the Preliminary Statement. Each of the remaining Exchangeable Certificates represents beneficial
ownership of an undivided interest in the Uncertificated Upper-Tier Interests identified as related to such Certificates in the
Preliminary Statement.


 


(b)          The Securities Administrator shall
prepare and file, and the Trustee shall sign, as instructed by the Securities Administrator, all of the tax returns that it determines
are required with respect to the Exchangeable Subtrust. The expenses of preparing such returns shall be borne by the Securities
Administrator without any right of reimbursement therefor. The Trustee and the Master Servicer shall promptly provide the Securities
Administrator with such information as the Securities Administrator may from time to time request for the purpose of enabling the
Securities Administrator to prepare such tax returns.


 


(c)          Each beneficial owner of an Initial
Exchangeable Certificate or an Exchangeable Certificate shall be deemed to have instructed the Trustee to deposit the Uncertificated
Upper-Tier Interests into the Exchangeable Subtrust and agreed, by acceptance of any rights in the Certificates to treat the Initial
Exchangeable Certificates and the Exchangeable Certificates as interests in a grantor trust that owns regular interests in a REMIC
for all income tax purposes unless and until otherwise required by an applicable taxing authority. The Securities Administrator
shall establish and maintain the Exchangeable Subtrust Account as a subaccount of the Distribution Account. On each Distribution
Date, the Securities Administrator on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall deposit into the
Exchangeable Subtrust Account all amounts deemed distributed with respect to Uncertificated Upper-Tier Interests pursuant to the
Preliminary Statement and Section 5.02(g) hereof.


 




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(d)          The
Exchangeable Subtrust shall be treated as a WHFIT that is a WHMT. The Securities Administrator will report as required under
the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Securities Administrator to do so
is provided to the Securities Administrator on a timely basis. The “middlemen” as defined by the WHFIT Regulations
shall be Cede & Co., the nominee of Clearing Agency. The Securities Administrator will not be liable for any tax reporting
penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of the Exchangeable
Subtrust as a WHFIT or failing to identify whether or not the Exchangeable
Subtrust is a WHFIT.


 


(e)          The Securities Administrator, in
its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Securities Administrator shall be under no obligation to determine whether
any Certificateholder uses the cash or accrual method. The Securities Administrator, upon written request, will make available
WHFIT information to Certificateholders annually. In addition, the Securities Administrator will not be responsible or liable for
providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(f)          The Securities Administrator shall
not be liable for failure to meet the reporting requirements of the WHFIT Regulations or for any penalties thereunder if such failure
is due to: (i) the lack of reasonably necessary information being provided to the Securities Administrator or (ii) incomplete,
inaccurate or untimely information being provided to the Securities Administrator. Each owner of a Class of Certificates representing,
in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such Class of Certificates,
shall be deemed to have agreed to provide the Securities Administrator at its applicable Corporate Trust Office with information
regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Absent receipt of such information,
and unless informed otherwise by the Depositor, the Securities Administrator will assume there is no secondary market trading of
WHFIT interests.


 


(g)          To the extent required by the WHFIT
Regulations, the Securities Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates
that represent ownership of an interest in a WHFIT. The Securities Administrator will make reasonable good faith efforts to keep
the website accurate and updated to the extent CUSIP have been received. The Securities Administrator will not be liable for investor
reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


(h)          The
Securities Administrator shall perform on behalf of the Exchangeable Subtrust all reporting and other tax compliance duties
that are required in respect thereof under the Code or other compliance guidance issued by the Internal Revenue Service or any
state or local taxing authority.


 


(i)          The
Securities Administrator shall perform its duties hereunder so as to maintain the status of the Exchangeable Subtrust as
a grantor trust. The Securities Administrator shall not knowingly take (or cause any Exchangeable
Subtrust to take) any action or fail to take (or fail to cause to be taken) any action that, if taken or not taken, as the
case may be, could result in an Adverse Grantor Trust Event, unless the Securities Administrator has obtained or received an Opinion
of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Securities Administrator
seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or
fail to take any action (whether or not authorized hereunder) as to which the Securities Administrator has advised it in writing
that the Securities Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event
could result from such action or failure to act. The Securities Administrator may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at
the cost or expense of the Trust Fund or the Securities Administrator.


 




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ARTICLE IV


 


ADMINISTRATION OF THE TRUST FUND


 


		Section 4.01	Custodial
Accounts; Distribution Account.



 


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


 


(b)          The
Master Servicer, as Paying Agent for the Trustee, shall establish and maintain an Eligible Account entitled “Master Servicer
Collection Account of [                                    ],
as Trustee for the benefit of Sequoia Mortgage Trust 20__-_ Holders of Mortgage Pass-Through Certificates.”  The
Securities Administrator shall hold the Master Servicer Collection Account and all money and other property therein in trust for
the benefit of the Certificateholders. The Master Servicer shall, promptly upon receipt from the Servicers on each Servicer Remittance
Date, deposit into the Master Servicer Collection Account and retain on deposit until the related Distribution Date the following
amounts:


 


(i)           the
aggregate of collections with respect to the Mortgage Loans remitted by the Servicers from the related Custodial Accounts in accordance
with the Servicing Agreements, including any amounts collected or advanced with respect to a prior Due Period and not included
in the Available Distribution Amount for a previous Distribution Date;


 


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


 


(iii)         any amounts received by the Securities
Administrator or Trustee since the prior Distribution Date as reimbursement for expenses or other amounts that were previously
paid from the Available Distribution Amount (other than the Securities Administrator Fee, the Trustee Fee, the Custodian Fee and
the Master Servicing Fee) and were not applied to reduce the Net WAC Rate for any Distribution Date; and


 


(iv)         any
other amounts so required to be deposited in the Master Servicer Collection Account in the related Due Period pursuant to this
Agreement.


 


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


 


(d)          The Securities Administrator, as
Paying Agent for the Trustee, shall establish and maintain an Eligible Account entitled “Distribution Account of [                                    ],
as Trustee for the benefit of Sequoia Mortgage Trust 20__-_ Holders of Mortgage Pass-Through Certificates.”  The
Securities Administrator shall hold the Distribution Account and all money and other property therein in trust for the benefit
of the Certificateholders. The Securities Administrator shall, promptly upon receipt from the Master Servicer on each Master Servicer
Remittance Date, deposit into the Distribution Account and retain on deposit until the related Distribution Date all amounts held
in the Master Servicer Collection Account and any other amounts so required to be deposited in the Distribution Account in the
related Due Period pursuant to this Agreement. In addition, each of the Securities Administrator and the Trustee shall deposit
into the Distribution Account any amounts received by it as reimbursement for expenses or other amounts that were previously paid
from the Available Distribution Amount (other than the Securities Administrator Fee, the Trustee Fee, the Custodian Fee and the
Master Servicing Fee) and were not applied to reduce the Net WAC Rate for any Distribution Date.


 




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


 


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


 


(g)          Funds
in the Master Servicer Collection Account and the Distribution Account for the period from each Servicer Remittance Date to the
related Master Servicer Remittance Date or Distribution Date, as applicable, may be invested in Eligible Investments selected by
the Master Servicer or Securities Administrator, as applicable, which shall mature not later than the Master Servicer Remittance
Date or the Distribution Date, as applicable, and any such Eligible Investment shall not be sold or disposed of prior to its maturity.
All such Eligible Investments shall be made in the name of the Trustee in trust for the benefit of the Trustee and Holders of the
Sequoia Mortgage Trust 20__-_ Certificates. All income and gain realized from any Eligible Investment in the Master Servicer Collection
Account or the Distribution Account shall be compensation to the Master Servicer or the Securities Administrator, as applicable.
The Master Servicer or the Securities Administrator, as applicable, shall deposit the amount of any losses incurred in respect
of any such investments out of its own funds, without any right of reimbursement therefor, immediately as realized.


 


(h)          If
the Distribution Account or the Master Servicer Collection Account is maintained at any entity other than the Securities Administrator,
the Securities Administrator or the Master Servicer, as applicable, shall cause the entity where any such account is maintained
to enter into an account control agreement in such form as the Depositor may reasonably request to perfect the security interest
of the Trustee in any such account.


 


		Section 4.02	Reports
to Trustee and Certificateholders.



 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


(x)           the amount of Advances outstanding
at the end of the related Due Period;


 


(y)          the amount of any Subsequent Recoveries;


 


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


 


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


 


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


 


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


 


(dd)       the status and outcome of the review
conducted pursuant to Section 2.08(b), as reported to the Securities Administrator;


 


(ee)        identification of any Mortgage Loans
that are Stop Advance Mortgage Loans, and the Assumed Stated Principal Balance and Unpaid Principal Balance of each Stop Advance
Mortgage Loan; and


 


(ff)         whether any exchanges of Initial
Exchangeable Certificates for Exchangeable Certificates, or any exchanges of Exchangeable Certificates for Initial Exchangeable
Certificates or any permitted combinations thereof pursuant to Section 3.10 have taken place since the preceding Distribution Date,
and the percentage of such exchanges that have taken place.


 


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


 


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


 


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


 


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


 




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


 


		Section 4.03	Rule 17g-5 Compliance.



 


(a)         The Rule 17g-5 Information Provider
shall, upon receipt of an NRSRO certification in the form of Exhibit O, make available on its Rule 17g-5 Website solely to the
Depositor, each Rating Agency and to any NRSRO the following items, but only to the extent such items are delivered to it by electronic
mail to [ ], specifically with a subject reference of “SEMT 20__-_” and an identification of the type of information
being provided in the body of such notice, or any other delivery method established or approved by the Rule 17g-5 Information Provider
if or as may be necessary or beneficial:


 


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



 


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



 


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



 


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


 




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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
20__-_” 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, the Securities Administrator 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 regarding the Certificates
(other than to indicate with respect to itself the aggregate principal balance of the Mortgage Loans in connection with describing
the principal amount and number of mortgage loans for which it acts as servicer, securities administrator or trustee) without the
prior consent of and consultation with the Depositor, and that any permitted communication by it to a Rating Agency will be made
by it only in the manner prescribed by the procedures established by the Depositor to ensure compliance with Rule 17g-5 under the
Exchange Act, including to the extent set forth herein, providing any such communications to the Depositor for posting on the Rule
17g-5 Website pursuant to this Section 4.03 prior to communicating with such Rating Agency.


 


Section
4.04         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)          With
respect to Rule 15Ga-1 of the Exchange Act, to the extent in its possession, the Trustee shall provide the Depositor with any applicable
information relating to a Demand (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. Other than with respect to the obligations of the
Trustee in this Section 4.04, the Trustee shall have no responsibility or liability in connection with any filing required to be
made by the Depositor pursuant to Rule 15Ga-1 of the Exchange Act.


 




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ARTICLE V



DISTRIBUTIONS TO HOLDERS OF CERTIFICATES


 


		Section 5.01	Distributions
Generally.



 


(a)           Subject
to Section 7.01 respecting the final distribution on the Certificates, on each Distribution Date the Paying Agent on behalf of
the Trustee shall make distributions to Holders of Certificates as of the related Record Date in accordance with this Article V.  Such
distributions shall be made by wire transfer in immediately available funds to the account of such Certificateholder at a bank
or other depository institution having appropriate wire transfer facilities, provided that the Certificateholder has furnished
the Securities Administrator with wire instructions no later than seven days prior to the related Distribution Date (which may
be in the form of standing instructions) or otherwise by check mailed to the address of the Holder of the Certificate entitled
thereto as it appears on the applicable Certificate Register; provided, however, that the final distribution in respect
of any Certificate shall be made only upon presentation and surrender of such Certificate at the Certificate Registrar’s
Corporate Trust Office; provided, further, that the foregoing provisions shall not apply to any Class of Certificates as
long as such Certificate remains a Book-Entry Certificate in which case all payments made shall be made through the Clearing Agency
and its Clearing Agency Participants.  Wire transfers will be made at the expense of the Holder requesting such wire
transfer by deducting a wire transfer fee from the related distribution.  Notwithstanding such final payment of principal
of any of the Certificates, each Certificate will remain outstanding until the termination of each REMIC and the payment in full
of all other amounts due with respect to the Certificates and at such time such final payment in retirement of any Certificate
will be made only upon presentation and surrender of such Certificate at the Certificate Registrar’s Corporate Trust Office.  If
any payment required to be made on the Certificates is to be made on a day that is not a Business Day, then such payment will be
made on the next succeeding Business Day.


 


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


 


		Section 5.02	Distributions
From the Distribution Account.



 


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


 


(i)           to
the Class A-[  ], Class A-[  ], Class A-[  ], Class A-IO[  ], Class A-IO[  ] and Class A-IO Certificates, pro rata, such Class’s
Interest Distribution Amount and any accrued but unpaid Interest Shortfalls;


 


(ii)          the
Senior Principal Distribution Amount will be distributed, concurrently, as follows:


 


		(A)	[to the Class A-[  ] and Class A-[  ] Certificates, such Senior Principal Distribution Amount, multiplied by a fraction, the
numerator of which is equal to the aggregate Class Principal Amount of the Class A-[  ] and Class A-[  ] Certificates immediately
prior to such Distribution Date, and the denominator of which is equal to the aggregate Class Principal Amount of the Class A-[  ], Class A-[  ] and Class A-[  ] Certificates immediately prior to such Distribution Date, sequentially, first, to the Class A-[  ] Certificates, until the Class Principal Amount of the Class A-[  ] Certificates has been reduced to zero, and then to the Class
A-[  ] Certificates, until the Class Principal Amount of the Class A-[  ] Certificates has been reduced to zero; provided, however,
that on or after the Credit Support Depletion Date, such amount will be allocated pro rata, based on Class Principal Amount to
the Class A-[  ] and Class A-[  ] Certificates until their respective Class Principal Amounts have been reduced to zero; and



 




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		(B)	to the Class A-[  ] Certificates, such Senior Principal Distribution Amount, multiplied by a fraction, the numerator of which
is equal to the Class Principal Amount of the Class A-[  ] Certificates immediately prior to such Distribution Date, and the denominator
of which is equal to the aggregate Class Principal Amount of the Class A-[  ], Class A-[  ] and Class A-[  ] Certificates immediately
prior to such Distribution Date, until the Class Principal Amount of the Class A-[  ] Certificates has been reduced to zero; and



 


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


 


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


 


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


 


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


  


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


 


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


 


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


 


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


  


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


 


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


 


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


  


In the event that Initial Exchangeable Certificates
have been exchanged for the related Exchangeable Certificates in any of the exchange combinations described in Exhibit Q, the Exchangeable
Certificates received in such an exchange will be entitled to a proportionate share of the interest and/or principal payments,
as applicable, otherwise allocable to the Classes of Initial Exchangeable Certificates so exchanged.


 


(b)           Notwithstanding
the above, on any Distribution Date on and after the Credit Support Depletion Date, the Senior Principal Distribution Amount will
be distributed to the Senior Certificates (other than the Interest-only Certificates) pro rata in accordance with their respective
Class Principal Amounts.


 


(c)           Notwithstanding
the priority of allocation set forth in Section 5.02(a), on each Distribution Date when a Sequential Trigger Event is in effect,
the Available Distribution Amount will be distributed as follows:


 




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(i)          to
the Class A-[  ], Class A-[  ], Class A-[  ], Class A-IO[  ], Class A-IO[  ] and Class A-IO Certificates, pro rata, such Class’s
Interest Distribution Amount and any accrued but unpaid Interest Shortfalls;


 


(ii)        
to each Class of Subordinate Certificates, sequentially, in order of their payment priority pursuant to Section 5.02(a), such Class’s
Interest Distribution Amount and any accrued but unpaid Interest Shortfalls;


 


(iii)        to
the Class A-[  ], Class A-[  ], Class A-[  ] Certificates, pro rata, any remaining Available Distribution Amount until the
Class Principal Balance of each of such Classes of Certificates has been reduced to zero; and


 


(iv)        to
each Class of Subordinate Certificates, sequentially, in order of their payment priority pursuant to Section 5.02(a), any remaining
Available Distribution Amount, until the applicable Class Principal Amount has been reduced to zero.          


          


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


 


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


 


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


 


(g)           Amounts
distributed to the Certificates (other than the Class LT-R Certificate) pursuant to this Section shall be deemed to have first
been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Interests other than the LT-R Interest
in accord with the distribution provisions for the Lower-Tier REMIC set forth in the Preliminary Statement and then from the Upper-Tier
REMIC to the Holders of the Certificated Upper-Tier Interests or to the Exchangeable Subtrust in accordance with the distribution
provisions for the Upper-Tier REMIC set forth in the Preliminary Statement.


 


(h)           On
each Distribution Date to the extent of funds available in the Distribution Account, the Paying Agent shall retain an amount equal
to the Securities Administrator Fee and shall withdraw amounts equal to the Trustee Fee and the Custodian Fee and shall pay such
amounts to the Trustee and the Custodian, respectively. In addition, the Securities Administrator shall distribute the amounts
described in clause (C) of the definition of “Available Distribution Amount” and amounts payable to the Asset Representations
Reviewer pursuant to Section 6.12(d).


 


Section
5.03         Allocation of Losses.


 


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


 




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


 


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


 


second,
to the Senior Certificates (other than the Interest-only Certificates), pro rata in accordance with their respective Class Principal
Amounts, until their respective Class Principal Amounts have been reduced to zero;


 


In addition, all Realized Losses that would
otherwise be allocated to the Class A-[  ] and Class A-[  ] Certificates will first be allocated to the Class A-[  ] Certificates,
until the Class Principal Amount of the Class A-[  ] Certificates has been reduced to zero.


 


Liquidation Proceeds and other recoveries on
a Mortgage Loan shall be applied first to outstanding fees and expenses incurred with respect to such Mortgage Loan, including
Advances, then, to principal and finally to accrued, unpaid interest.


 


(c)           On
each Distribution Date, the Class Principal Amount of the Class of Subordinate Certificates then outstanding with the lowest payment
priority shall be reduced by the Certificate Writedown Amount and, on or after the Credit Support Depletion Date, the Class Principal
Amounts of the Senior Certificates (other than the Interest-only Certificates) shall be reduced by the Certificate Writedown Amount,
on a pro rata basis, in accordance with their respective Class Principal Amounts; provided, however, that any Certificate
Writedown Amounts that would otherwise reduce the Class Principal Amount of the Class A-[  ] and Class A-[  ] Certificates will first
reduce the Class Principal Amount of the Class A-[  ] Certificates until the Class Principal Amount of the Class A-[  ] Certificates
has been reduced to zero, and will then reduce the Class Principal Amounts of the Class A-[  ] and Class A-[  ] Certificates on a
pro rata basis.


 


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


 


(e)           Subsequent
Recoveries in respect of the Mortgage Loans shall be distributed to the Certificates still outstanding, in accordance with Section
5.02, and the Class Principal Amount of each Class of Certificates then outstanding that has been reduced due to application of
a Certificate Writedown Amount or Realized Loss will be increased, pro rata in accordance with their respective Class Principal
Amounts in the case of the Senior Certificates (other than the Interest-only Certificates) and sequentially in order of seniority
in the case of the Subordinate Certificates, by the lesser of (i) the amount of such Subsequent Recovery (reduced by any amounts
applied for this purpose to more senior-ranking Certificates) and (ii) the Realized Loss amount previously allocated to such Class.


 


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


 


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


 




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		Section 5.04	Servicer
Obligations.



 


In the event of any inconsistency between this
Agreement and a Servicing Agreement with respect to obligations of a Servicer, the provisions of the applicable Servicing Agreement
shall govern such obligations and the Master Servicer’s obligations hereunder shall be modified accordingly, unless doing
so would require or allow the Master Servicer or any Servicer to take any action that could cause an Adverse REMIC Event in violation
of the requirements set forth in Section 10.01(f) hereof.


 


		Section 5.05	Advances
by Master Servicer.



 


If any Servicer (other than [20% Servicer])
or the Servicing Administrator fails to remit any Advance required to be funded under the applicable Servicing Agreement, the Master
Servicer shall itself fund, or shall cause the successor Servicer or successor Servicing Administrator to fund, such Advance. If
the Master Servicer determines that an Advance is required, it shall on the Business Day preceding the related Distribution Date
immediately following such Determination Date remit to the Securities Administrator from its own funds (or funds advanced by the
applicable Servicer or Servicing Administrator) for deposit in the Distribution Account immediately available funds in an amount
equal to such Advance. The Master Servicer, each Servicer (other than [20% Servicer]) and the Servicing Administrator shall be
entitled to be reimbursed for all Advances funded by it. Notwithstanding anything to the contrary herein, in the event the Master
Servicer determines in its reasonable judgment that an Advance is nonrecoverable, the Master Servicer shall be under no obligation
to make such Advance. If the Master Servicer determines that an Advance is nonrecoverable, other than with respect to a Stop Advance
Mortgage Loan, it shall, on or prior to the related Distribution Date, deliver an Officer’s Certificate to the Trustee to
such effect. The Master Servicer shall not remit any Advance on a Stop Advance Mortgage Loan.


 


		Section 5.06	Master
Servicer Compensating Interest Payments.



 


The amount of the aggregate Master Servicing
Fee payable to the Master Servicer in respect of any Distribution Date shall be reduced (but not below zero) by the amount of any
Master Servicer Compensating Interest Payment for such Distribution Date; provided, however, that the Master Servicing Fee shall
be reduced if and to the extent that the Servicing Administrator had an obligation to reduce the Servicing Fee by such amount and
failed to do so pursuant to the applicable Servicing Agreement. Such amount shall not be treated as an Advance and shall not be
reimbursable to the Master Servicer.


 


ARTICLE VI



CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT


 


		Section 6.01	Duties
of Trustee and the Securities Administrator.



 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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(d)           Neither
the Securities Administrator nor the Trustee shall have any duty hereunder with respect to any complaint, claim, demand, notice
or other document it may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence
of the assignment of any Mortgage Loan hereunder; provided, however, that the Securities Administrator and the Trustee,
as applicable, shall promptly remit to the Servicer (with a copy to the Master Servicer) upon receipt any such complaint, claim,
demand, notice or other document (i) which is delivered to the Corporate Trust Office of the Securities Administrator or the Trustee,
as applicable, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains information sufficient to permit
the Securities Administrator or the Trustee, as applicable, to make a determination that the real property to which such document
relates is a Mortgaged Property.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 




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



 


Except as otherwise provided in Section 6.01:


 


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


 


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


 


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


 


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


 


(e)           Each
of the Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder,
as applicable, either directly or by or through agents, custodians or attorneys, which agents, custodians or attorneys shall have
any and all of the rights, powers, duties and obligations of the Trustee and the Securities Administrator conferred on them by
such appointment; provided that each of the Trustee and the Securities Administrator shall continue to be responsible for its duties
and obligations hereunder to the extent provided herein; provided further that neither the Securities Administrator nor the Trustee
shall be responsible for the duties and obligations of _________________, in its capacity as the Custodian under the Custodial
Agreement, or of [                      ], in its capacity as the Paying Agent, the Authenticating Agent, the Securities Administrator or the Certificate
Registrar under this Agreement;


 


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


 


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


 




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


 


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


 


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


 


		Section 6.03	Trustee
and Securities Administrator Not Liable for Certificates.



 


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


 


		Section 6.04	Trustee
and Securities Administrator May Own Certificates.



 


Each of the Trustee and the Securities Administrator
(and any Affiliate or agent of either of them) in its individual or any other capacity may become the owner or pledgee of Certificates
and may transact banking and trust business with the other parties hereto and their Affiliates with the same rights it would have
if it were not Trustee, Securities Administrator or such Affiliate or agent, as applicable; provided, however, that neither the
Trustee nor the Securities Administrator may have any financial interest in any Certificates as of the Closing Date unless the
Depositor has been notified of any such financial interest and such financial interest, including any related hedging transactions,
have been disclosed in the Prospectus.


 




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		Section 6.05	Eligibility
Requirements for Trustee and Securities Administrator.



 


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


 


The Securities Administrator hereunder shall
at all times (i) be an institution authorized to exercise corporate trust powers under the laws of its jurisdiction of organization,
(ii) be rated at least “A/F1” by Fitch and at least “A3/P-2” by Moody’s, or if not rated by
Fitch or Moody’s, the equivalent rating by KBRA or S&P, and (iii) not be the Depositor, an Affiliate of the Depositor
or, other than in the case of the initial Securities Administrator, the originator or Servicer of any of the Mortgage Loans.


 


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



 


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


 


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


 




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


 


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


 


		Section 6.07	Successor
Trustee and Successor Securities Administrator.



 


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


 


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


 


(c)           Upon
acceptance of appointment by a successor trustee or successor securities administrator, as applicable, as provided in this Section
6.07, the predecessor trustee or predecessor securities administrator, as applicable, shall mail notice of the succession of such
trustee or securities administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register and to each Rating Agency through the Rule 17g-5 Information Provider.  The expenses of such mailing
as well as any other expenses relating to the removal, termination and replacement of a Trustee or the Securities Administrator
shall be borne by the predecessor trustee or predecessor securities administrator, as applicable; provided, if such party has been
removed without cause or such expenses are not recoverable from the predecessor party, such expenses will be borne by the Trust
Fund.


 




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		Section 6.08	Merger
or Consolidation of Trustee or Securities Administrator.



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


Section
6.10         Authenticating Agents. 


 


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


 


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


 


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


 




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



 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(b)          As
compensation for its services hereunder, the Trustee shall be entitled to receive the Trustee Fee, which shall be distributed by
the Securities Administrator pursuant to Section 5.02(h), as well as an initial acceptance fee of $[     ]
to be paid by the Depositor from its own funds.  Each successor trustee hereby agrees to be bound by the terms of such
arrangement.  Any costs and expenses incurred by the Trustee shall be reimbursed in accordance with Section 6.11.


 


(c)          As
compensation for its services under the Custodial Agreement, the Custodian shall be entitled to receive the Custodian Fee, which
shall be distributed by the Securities Administrator pursuant to Section 5.02(h).  Each successor custodian hereby agrees
to be bound by the terms of such arrangement.


 


(d)          As
compensation for its services hereunder, the Asset Representations Reviewer shall be entitled to receive a fee of $[    ]
for each Mortgage Loan review it conducts pursuant to Section 2.05, which shall be distributed by the Securities Administrator
pursuant to Section 5.02(h). In addition, on the Closing Date, the Depositor shall pay the Asset Representations Reviewer an acceptance
fee of $[    ] from its own funds.


 


		Section 6.13	Collection
of Monies.



 


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


 


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



 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


     


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


     


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


 




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


 


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


 


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


 


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


 


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


 




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		Section 6.15	Additional
Remedies of Trustee Upon Event of Default.



 


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


 


		Section 6.16	Waiver
of Defaults.



 


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


 


		Section 6.17	Notification
to Holders.



 


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


  


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



 


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


 




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



 


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


 


		Section 6.20	Preparation
of Tax Returns and Other Reports.



 


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


 


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


 


		Section 6.21	Reporting
to the Commission.



 


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


 


(a)           Reports
Filed on Form 10-D and Form ABS-EE.


 


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


 




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(ii)           The
Securities Administrator shall also include in each Form 10-D any request received during the applicable reporting period from
any Certificate Owner to communicate with other Certificate Owners exercising their rights under this Agreement.  Such
disclosure regarding the request to communicate shall include the name of the Certificate Owner making the request, the date the
request was received, a statement to the effect that the Securities Administrator received a request from such Certificate Owner,
stating that such Certificate Owner is interested in communicating with other Certificate Owners with regard to the possible exercise
of rights under this Agreement, and a description of the method other Owners may use to contact the requesting Certificate Owner.  The
Securities Administrator may require any such Certificate Owner to provide written certification of its beneficial ownership of
Certificates and one other form of documentation such as a trade confirmation, an account statement, a letter from a broker or
dealer or similar document.  Certificate Owners shall be instructed to direct such requests to:


 


[Insert name and address of Securities Administrator]


Attention:  Sequoia Mortgage Trust
Series [      ] Form 10-D Communication Request


 


The Securities Administrator shall be reimbursed
from the Trust Fund for its expenses, if any, incurred in connection with any investor communication request, subject to the limitation
in clause (C) of the definition of Available Distribution Amount.  


 


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


 


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


 




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(b)           Reports
Filed on Form 10-K.


 


(i)            On
or prior to the 90th day after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange
Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st
of each year), commencing in March 20__, the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form
10-K required by the Exchange Act, in form and substance as required by the Exchange Act.  Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable
time frames set forth in this Agreement, the Custodial Agreement and the applicable Servicing Agreement, (1) the Item 1123 Certificate
for each Servicer, each Additional Servicer, the Master Servicer, the Servicing Administrator and the Securities Administrator
as described under Section 6.22, (2)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Custodian,
each Servicing Function Participant, the Master Servicer, the Servicing Administrator, the Securities Administrator and any Servicing
Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 6.23 and the
Custodial Agreement and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included
as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included,
(3)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 6.24 and (B) if any Accountant’s
Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included, and (4) the certification required under Rule 13a-14(d) and 15d-14(d)
under the Exchange Act executed by the Depositor (provided, however, that the Securities Administrator, at its discretion,
may omit from the Form 10-K any annual compliance statement, Assessment of Compliance or Accountant’s Attestation that is
not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (1) through
(4) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the
parties set forth on Exhibit M hereto to the Depositor and the Securities Administrator and reviewed and approved or disapproved
by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.


 


(ii)           As
set forth on Exhibit M hereto, no later than March 15 following each fiscal year that the Trust Fund is subject to the Exchange
Act reporting requirements, commencing in March 20__, (1) the parties set forth on Exhibit M shall be required to provide to the
Securities Administrator and the Depositor, to the extent known by a Responsible Officer thereof, a notice in the form of Exhibit
I hereto, along with, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator
and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with any applicable Additional
Disclosure Notification and (2) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-K Disclosure or information in the Additional Disclosure Notification on Form 10-K.  The Depositor
will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with
including any Additional Form 10-K Disclosure or information from the Additional Disclosure Notification in  Form 10-K
pursuant to this paragraph.


 


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


 




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(c)           Reports
Filed on Form 8-K.


 


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


 


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


 


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


 




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(d)           Delisting;
Amendments; Late Filings.


 


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


 


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


 


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


 


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


 




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(e)           Sarbanes-Oxley
Certification Back-up.


 


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


 


The Master Servicer shall enforce any obligation
of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer the Back-Up Certificate
as may be required pursuant to such Servicing Agreement.


 


		Section 6.22	Annual
Statements of Compliance.



 


(a)           The
Master Servicer, the Securities Administrator, the Servicing Administrator and each Servicer shall deliver or otherwise make available
(and the Master Servicer, the Securities Administrator, the Servicing Administrator and each Servicer shall cause any Additional
Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Securities Administrator on
or before March 1 of each year, commencing in March 20__, an Officer’s Certificate (an “Item 1123 Certificate”)
stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or
portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of an
Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge,
based on such review, such party has fulfilled all its obligations under this Agreement, the applicable Servicing Agreement or
such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known
to such officer and the nature and status thereof.  Promptly after receipt of each such Item 1123 Certificate, the
Depositor shall review such Item 1123 Certificate and, if applicable, consult with each such party, as applicable, as to the nature
of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional
Servicer, under such other applicable agreement.


 


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


 


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


 




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		Section 6.23	Annual
Assessments of Compliance.



 


(a)           On
or before March 1 of each calendar year, commencing in March 20__, the Master Servicer, the Servicing Administrator, the Securities
Administrator, the Custodian and each Servicer, each at its own expense, shall furnish or otherwise make available, and each such
party shall cause any Servicing Function Participant engaged by it to furnish or otherwise make available, each at its own expense,
to the Securities Administrator, the Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing
Criteria (an “Assessment of Compliance”) that contains:


 


(A) a statement by such party of its responsibility
for assessing compliance with the Relevant Servicing Criteria,


 


(B) a statement that such party used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria,


 


(C) such party’s Assessment of Compliance
with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section
6.21(b) including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria,


 


(i) a discussion of each such failure and the
nature and status thereof,


 


(ii) in the case of the Master Servicer, the
Servicing Administrator, the Securities Administrator and the Custodian, disclosure for inclusion in any Form 10-K that will be
prepared and filed for the Trust Fund pursuant to Section  6.21(b) of this Agreement describing whether the noncompliance
that led to the determination that there was a material instance of noncompliance with relevant servicing for such party’s
platform involved the Trust Fund, without regard to whether such noncompliance involving the Trust Fund resulted in the disclosure
of material noncompliance pursuant to Item 1123 of Regulation AB, and


 


(iii) in the case of each Servicer such other
information as is required under the terms of the applicable Servicing Agreement, and


 


(D) a statement that a registered public accounting
firm has issued an Accountant’s Attestation on such party’s Assessment of Compliance with the Relevant Servicing Criteria
as of and for such period.


 


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


 


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


 




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


 


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


 


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


 


		Section 6.24	Accountant’s
Attestation.



 


(a)           On
or before March 1 of each calendar year, commencing in 20__, the Master Servicer, the Servicing Administrator, the Securities Administrator,
the Custodian and each Servicer, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant
engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the
Master Servicer, the Servicing Administrator, the Securities Administrator, a Servicer or such other Servicing Function Participants,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report (the “Accountant’s
Attestation”) to the Securities Administrator and to the Depositor, to the effect that (i) it has obtained a representation
regarding certain matters from the management of such party, which includes an assertion that such party has complied with the
Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant
Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s
Assessment of Compliance with the Relevant Servicing Criteria.  In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was unable to express such an opinion.  Such
report must be available for general use and not contain restricted use language.  


 


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


 


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


 


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


 




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


 


		Section 6.25	Intention
of the Parties and Interpretation; Indemnification.



 


Each of the parties acknowledges and agrees
that the purpose of Sections 6.21, 6.22, 6.23 and 6.24 of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB promulgated by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1125),
as such may be amended from time to time and subject to such clarification and interpretive advice as may be issued by the staff
of the Commission from time to time.  Therefore, each of the parties agrees that (a) the obligations of the parties hereunder
shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented
and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation
AB, (c) each party shall comply with the reasonable requests made by the Depositor for delivery of such additional or different
information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, which information
is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably requested, and
(d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation AB.


 


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


 


ARTICLE VII



PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND


 


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


 


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


 




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


 


(c)           The
Depositor, the Master Servicer, each Servicer, the Servicing Administrator, the Securities Administrator, the Trustee, the Asset
Representations Reviewer and the Custodian shall be paid or reimbursed from the Clean-up Call Price for any Advances, Servicing
Advances, accrued and unpaid Servicing Fees (including, in the case of Mortgage Loans serviced by [20% Servicer], any accrued and
unpaid Servicing Administrator Fees allocable therefrom), Master Servicing Fees, Securities Administrator Fees, Trustee Fees, Custodian
Fees and any unpaid expenses or indemnification amounts or other amounts with respect to the related Mortgage Loans that are payable
or reimbursable to such parties under this Agreement, the related Servicing Agreement or the Custodial Agreement prior to distributions
to any Certificateholder.


 


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


 


		Section 7.02	Procedure
Upon Redemption and Termination of Trust Fund.



 


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


 


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


 


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


 




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


 


		Section 7.03	Additional
Trust Fund Termination Requirements.



 


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


 


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


 


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


 


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


 


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


 


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


 




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ARTICLE VIII



 


RIGHTS OF CERTIFICATEHOLDERS


 


		Section 8.01	Limitation
on Rights of Holders.



 


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


 


(b)           No
Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue of or by availing itself
of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement except as expressly set forth in Section 2.04 or Section 2.05, or unless such Holder previously shall have given
to the Trustee a written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, and unless, except
as otherwise specified herein, the Holders of Certificates evidencing not less than 25% of the Class Principal Amount or Class
Notional Amount (or Percentage Interest) of Certificates of each Class affected thereby shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for sixty days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding and no direction inconsistent with such written request has been given such Trustee during
such sixty-day period by such Certificateholders; it being understood and intended, and being expressly covenanted by each Certificateholder
with every other Certificateholder, the Securities Administrator and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatever by virtue of or by availing itself of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders.  For the protection and enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


		Section 8.02	Access
to List of Holders; Requests to Communicate.



 


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


 


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


 




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


 


(d)          Certificate
Owners may also submit a request to the Securities Administrator to communicate with other investors relating to exercising rights
under this Agreement that will be included in a Form 10-D as provided in Section 6.21.


 


		Section 8.03	Acts
of Holders of Certificates.



 


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


 


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


 


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


 


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


 




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ARTICLE IX



ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER; THE ASSET REPRESENTATIONS REVIEWER


 


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



 


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


 


Upon the occurrence of an event that, unless
cured, would constitute grounds for termination of a Servicer under the related Servicing Agreement, the Master Servicer shall
promptly notify the Trustee and the Depositor thereof, and shall specify in such notice the action, if any, the Master Servicer
is taking in respect of such default. So long as any such event of default shall be continuing, the Master Servicer may, and shall,
if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers
of such Servicer pursuant to the applicable provisions of the related Servicing Agreement; (ii) exercise any rights it may
have to enforce the related Servicing Agreement against such Servicer; and (iii) waive any such default under such Servicing
Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding the immediately preceding
sentence, if the event of default is the failure of a Servicer or the Servicing Administrator to remit any payment required to
be made under the terms of the applicable Servicing Agreement, and such failure continues unremedied for the duration of the applicable
grace period, then the Master Servicer shall terminate all of the rights and powers of such Servicer or the Servicing Administrator
pursuant to the applicable provisions of the related Servicing Agreement, unless any waiver described under Section 6.16 shall
have been obtained; provided that, upon the occurrence of such an event of default by the Servicing Administrator, the Master Servicer
may, at its option, terminate all of the rights and powers of [20% Servicer] pursuant to the related Servicing Agreement unless
such a waiver has been obtained.


 




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


 


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


 


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


 


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


 




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		Section 9.02	Assumption
of Master Servicing by Trustee.



 


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


 


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


 


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



 


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


    


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


(x)           neither
the Master Servicer nor any of its affiliates will have any financial interest in the Certificates as of the Closing Date except
as otherwise disclosed in the Prospectus.


 


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


 


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


 


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


 


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


 




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


 


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


 


		Section 9.04	Compensation
to the Master Servicer.



 


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


 


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


 


		Section 9.05	Merger
or Consolidation.



 


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


 




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		Section 9.06	Resignation
of Master Servicer.



 


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


 


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


     


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



 


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


 


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



 


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


 


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


 




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		Section 9.09	Indemnification;
Third-Party Claims.



 


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


 


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



 


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


 


		Section 9.11	Representations,
Warranties and Covenants of the Asset Representations Reviewer.



 


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


    


(i)           it
is validly existing and in good standing as a [ ], and as Asset Representations Reviewer has full power and authority to transact
any and all business contemplated by this Agreement and to execute, deliver and comply with its obligations under the terms of
this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on
the part of the Asset Representations Reviewer;


 


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


 


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


 




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


 


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


 


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


 


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


 


(viii)      the
consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Asset Representations
Reviewer; and


 


(ix)         neither
the Asset Representations Reviewer nor any of its affiliates will have any financial interest in the Certificates as of the Closing
Date except as otherwise disclosed in the Prospectus.


 


(b)          It
is understood and agreed that the representations and warranties set forth in this Section shall survive the execution and delivery
of this Agreement. In addition to any indemnity required pursuant to Section 6.25 hereof, the Asset Representations Reviewer
shall indemnify the Depositor, the Securities Administrator, the Master Servicer and the Trustee and hold them harmless against
any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting
from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of the Asset Representations
Reviewer’s representations and warranties contained in Section 9.11(a) or any failure by the Asset Representations Reviewer
to deliver any information, report, certification, accountants’ letter or other material when and as required under this
Agreement. It is understood and agreed that the enforcement of the obligation of the Asset Representations Reviewer set forth in
this Section to indemnify the Depositor, the Securities Administrator, the Master Servicer and the Trustee as provided in this
Section 9.11(b) constitutes the sole remedy of the Depositor, the Securities Administrator and the Trustee, respecting a breach
of the foregoing representations and warranties. Such indemnification shall survive any termination of the Asset Representations
Reviewer as Asset Representations Reviewer hereunder, and any termination of this Agreement.


 


Any cause of action against the Asset Representations
Reviewer relating to or arising out of the breach of any representations and warranties made in this Section 9.11(b) shall accrue
upon discovery of such breach by either the Depositor, the Asset Representations Reviewer or the Trustee or written notice thereof
by any one of such parties to the other parties.


 


		Section 9.12	Compensation
to the Asset Representations Reviewer.



 


The Asset Representations Reviewer shall
be entitled to be paid as provided in Section 6.12(d). The Asset Representations Reviewer shall be required to pay all expenses
incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided
in this Agreement.


 




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		Section 9.13	Merger
or Consolidation.



 


Any Person into which the Asset Representations
Reviewer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation
to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations
Reviewer, shall be the successor to the Asset Representations Reviewer hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however,
that the successor or resulting Person to the Asset Representations Reviewer shall be a Person that shall have a net worth
of not less than $15,000,000.


 


		Section 9.14	Resignation
of Asset Representations Reviewer.



 


Except as otherwise provided in Sections 9.13
and 9.15 hereof, the Asset Representations Reviewer shall not resign from the obligations and duties hereby imposed on it unless
the Asset Representations Reviewer’s duties hereunder are no longer permissible under applicable law or are in material conflict
by reason of applicable law with any other activities carried on by it and such conflict cannot be cured. Any such determination
permitting the resignation of the Asset Representations Reviewer shall be evidenced by an Opinion of Counsel that shall be Independent
to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a
successor asset representations reviewer shall have been appointed by the Trustee and until such successor shall have assumed,
the Asset Representations Reviewer’s responsibilities and obligations under this Agreement. Notice of such resignation shall
be given promptly by the Asset Representations Reviewer and the Depositor to the Trustee.


 


		Section 9.15	Assignment
or Delegation of Duties by the Asset Representations Reviewer.



 


Except as expressly provided herein, the
Asset Representations Reviewer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person,
or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations
to be performed by Asset Representations Reviewer hereunder; provided, however, that the Asset Representations Reviewer
shall have the right with the prior written consent of the Trustee and the Depositor (which consent shall not be unreasonably withheld),
to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Asset Representations Reviewer hereunder. Notice of such permitted
assignment shall be given promptly by the Asset Representations Reviewer to the Depositor and the Trustee. If, pursuant to any
provision hereof, the duties of the Asset Representations Reviewer are transferred to a successor asset representations reviewer,
the entire amount of the fees and other compensation payable to the Asset Representations Reviewer pursuant hereto shall thereafter
be payable to such successor asset representations reviewer.


 


		Section 9.16	Limitation
on Liability of the Asset Representations Reviewer and Others.



 


(a)          The
Asset Representations reviewer will be liable to the Trust, the and the Certificateholders for any failure to perform its obligations
as specified herein, subject to subparagraph (b) below.


 


(b)          Neither
the Asset Representations Reviewer nor any of the directors, officers, employees or agents of the Asset Representations Reviewer
shall be under any liability to the Trust, the Trustee, the parties to this Agreement or the Certificateholders for any action
taken or for retraining from the taking of any action pursuant to this Agreement unless the Asset Representations Reviewer was
negligent or engaged in fraud willful misconduct. The Asset Representations Reviewer shall not be relieved of liability for its
own negligent action, its own negligent failure to act or its own fraud or willful misconduct, provided however that:


 


(i)          Neither
the Asset Representations Reviewer nor any of the directors, officers, employees or agents of the Asset Representations Reviewer
shall be under any liability to the Trust, the Trustee, the parties to this Agreement or the Certificateholders for any error of
judgment made in good faith by any officer of the Asset Representations Reviewer, unless it shall be proved that the Asset Representations
Reviewer was negligent or acted fraudulently or with willful misconduct in ascertaining the pertinent facts.


 




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(ii)         The
Asset Representations Reviewer shall not be liable for special, indirect or consequential losses or damages of any kind whatsoever
(including, but not limited to, lost profits), even if the Asset Representations Reviewer has been advised of the likelihood of
such loss or damage and regardless of the form of action.


 


		Section 9.17	Indemnification;
Third-Party Claims.



 


The Asset Representations Reviewer agrees
to indemnify the Depositor, the Securities Administrator, the Master Servicer and the Trustee, and hold them harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liability,
fees and expenses that the Depositor, the Securities Administrator, the Master Servicer or the Trustee may sustain as a result
of the Asset Representations Reviewer’s willful misconduct, fraud or negligence in the performance of its duties hereunder
or by reason of its reckless disregard for its obligations and duties under this Agreement. The Depositor, the Securities Administrator,
the Master Servicer and the Trustee shall immediately notify the Asset Representations Reviewer if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Securities Administrator, the Master Servicer
or the Trustee to indemnification under this Section 9.17, whereupon the Asset Representations Reviewer shall assume the defense
of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim.


 


		Section 9.18	Removal and Replacement of Asset Representations Reviewer.



 


The Asset Representations Reviewer may be
removed as asset representations reviewer under this Agreement by Certificateholders holding at least 50% of the Aggregate Voting
Rights of the Certificateholders. Any removal of the Asset Representations Reviewer shall not be effective until a replacement
has been appointed by the Depositor or such Certificateholders. In addition, the Trustee may remove the Asset Representations Reviewer
for any failure to perform its obligations hereunder, provided that any removal of the Asset Representations Reviewer shall not
be effective until a replacement has been appointed by the Trustee. The Trustee shall seek reimbursement of its expenses for such
removal and replacement from the terminated asset representations reviewer, and if such reimbursement is not provided, the Trustee
shall be reimbursed from the Trust Fund, subject to the limitation in clause (C) of the definition of Available Distribution Amount.


 


ARTICLE X



REMIC ADMINISTRATION


 


		Section
                              10.01	REMIC
Administration.



 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


		Section
                              10.02	Prohibited
Transactions and Activities.



 


None of the Depositor, the Master Servicer
or the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the
foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of each REMIC pursuant to Article
VII of this Agreement, (iv) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (v) a sale of a Mortgage
Loan to a governmental entity acquiring such Mortgage Loan through the exercise of its power of eminent domain pursuant to Section
2.08 of this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of any investments in the Distribution Account
for gain, nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the
expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance
will not (a) result in an Adverse REMIC Event, (b) adversely affect the distribution of interest or principal on the Certificates
or (c) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of
this Agreement). In no event shall the Trust Fund incur additional secured or unsecured debt.


 


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



 


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


 




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		Section
                              10.04	REO
Property.



 


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


 


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


 


ARTICLE XI



MISCELLANEOUS PROVISIONS


 


		Section
                              11.01	Binding
Nature of Agreement; Assignment.



 


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


 


		Section
                              11.02	Entire
Agreement.



 


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


 




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		Section
                              11.03	Amendment.



 


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


 


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


 


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


 


(d)           It
shall not be necessary for the consent of Holders under this Section 11.03 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Holders shall be subject to such reasonable regulations as the
Trustee may prescribe.


 


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


 


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


 




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		Section
                              11.04	Voting
Rights.



 


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


 


		Section
                              11.05	Provision
of Information.



 


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


 


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


 


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


 


		Section
                              11.06	Governing
Law.



 


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


 


		Section
                              11.07	Notices.



 


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


 




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	 	For posting by the Rule 17g-5 Information Provider:
	 	 
	 	By electronic mail to:  [              ]
	 	 
	 	In the case of the Depositor: 
	 	 
	 	Sequoia Residential Funding, Inc.
	 	One Belvedere Place, Suite 330
	 	Mill Valley, CA 94941
	 	Facsimile number (415) 381-1773
	 	Electronic mail address: Sequoia.Notices@redwoodtrust.com
	 	Attention:  Sequoia Mortgage Trust 20__-_
	 	 
	 	In the case of the Seller: 
	 	 
	 	Redwood Residential Acquisition Corporation
	 	8310 South Valley Highway
	 	Englewood, Colorado 80112
	 	Facsimile number (415) 381-1773
	 	Electronic mail address: Sequoia.Notices@redwoodtrust.com
	 	Attention:  Sequoia Mortgage Trust 20__-_
	 	 
	 	In the case of the Master Servicer:
	 	 
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	Attention:  Sequoia Mortgage Trust 20__-_
	 	 
	 	With a copy to:
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	 
	 	In the case of the Securities Administrator:
	 	 
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	Attention: [                    ] — Sequoia Mortgage Trust 20__-_
	 	 
	 	In the case of the Trustee:
	 	 
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	Attention: [                    ] — Sequoia Mortgage Trust 20__-_


 




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	 	In the case of the Asset Representations Reviewer:
	 	 
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	[                                    ]
	 	Attention: [                    ] — Sequoia Mortgage Trust 20__-_


 


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


 


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


 


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


 


(c)          The
Depositor hereby covenants that it shall provide written notice to the Trustee, which written notice may be via electronic mail,
once the Servicers have furnished to the Mortgagors, in accordance with the applicable Servicing Agreements, the notices required
to be furnished under Section 404 of the Helping Families Save Their Homes Act of 2009, as amended and in effect from time to time.


 


		Section
                              11.08	Severability
of Provisions.



 


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


 


		Section
                              11.09	Indulgences;
No Waivers.



 


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


 


		Section
                              11.10	Headings
Not to Affect Interpretation.



 


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


 




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		Section
                              11.11	Benefits
of Agreement.



 


Nothing in this Agreement or in the Certificates,
express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder and the Holders
of the Certificates, any benefit or any legal or equitable right, power, remedy or claim under this Agreement. The Custodian is
an express third party beneficiary of this Agreement with respect to the payment of the Custodian Fee pursuant to Section 6.12(c).


 


		Section
                              11.12	Special
Notices to the Rating Agencies.



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[                                    ]


 


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


 


		Section
                              11.13	Conflicts.



 


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


 




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		Section
                              11.14	Counterparts.



 


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


 


		Section
                              11.15	No
Petitions.



 


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


 




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


 


SEQUOIA RESIDENTIAL FUNDING, INC.,


as Depositor


 


	By: 	 	 
	Name:	 	 
	Title:	 	 


 


Signed and acknowledged in the presence of the undersigned,
who have subscribed their names as witnesses as of the day and year first above written.


 


	 	 
	Name:	 
	Witness	 
	 	 
	 	 
	Name:	 
	Witness	 


 




     


     


    

 


[                                    ],


as Trustee


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Signed and acknowledged in the presence of the undersigned,
who have subscribed their names as witnesses as of the day and year first above written.


 


	 	 
	Name:	 
	Witness	 
	 	 
	 	 
	Name:	 
	Witness	 


 




     


     


    

 


[                                    ],


as Master Servicer


 


	By: 	 	 
	Name:  	 	 
	Title:	 	 


 


Signed and acknowledged in the presence of the undersigned,
who have subscribed their names as witnesses as of the day and year first above written.


 


	 	 
	Name:	 
	Witness	 
	 	 
	 	 
	Name:	 
	Witness	 


 




     


     


    

 


[                                    ],


as Securities Administrator and Rule 17g-5 Information Provider


 


	By: 	 	 
	Name:  	 	 
	Title:	 	 


 


Signed and acknowledged in the presence of the undersigned,
who have subscribed their names as witnesses as of the day and year first above written.


 


	 	 
	Name:	 
	Witness	 
	 	 
	 	 
	Name:	 
	Witness	 


 




     


     


    

 


[                                    ],


as Asset Representations Reviewer


 


	By: 	 	 
	Name:  	 	 
	Title:	 	 


 


Signed and acknowledged in the presence of the undersigned,
who have subscribed their names as witnesses as of the day and year first above written.


 


	 	 
	Name:	 
	Witness	 
	 	 
	 	 
	Name:	 
	Witness	 


 




     


     


    

 


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


accepted and agreed to by:


 


REDWOOD RESIDENTIAL ACQUISITION CORPORATION,


as Seller


 


	By: 	 	 
	 	Name:	 
	 	Authorized Signatory	 


 


Signed and acknowledged in the presence of the undersigned,
who have subscribed their names as witnesses as of the day and year first above written.


 


	 	 
	Name:	 
	Witness	 
	 	 
	 	 
	Name:	 
	Witness	 


 




     


     


    

 


Solely for purposes of Section 2.07 and Section 2.08


accepted and agreed to by:


 


SEQUOIA MORTGAGE FUNDING CORPORATION,


as Controlling Holder


 


	By: 	 	 
	 	Name:	 
	 	Authorized Signatory	 


 


Signed and acknowledged in the presence of the undersigned,
who have subscribed their names as witnesses as of the day and year first above written.


 


	 	 
	Name:	 
	Witness	 
	 	 
	 	 
	Name:	 
	Witness	 


 




     


     


    







 


EXHIBIT A


 


FORMS OF CERTIFICATES


 




    A-1 


     


    

 


EXHIBIT B


 


FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
(TRANSFEREE)


 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	)


 


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


 


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


 


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


 


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


 


	 	4.	
        That the Purchaser is not, and on __________________ [date of
        transfer] will not be, an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (“Code”), (collectively,
        a “Plan”) or a person acting on behalf of any such Plan or investing the assets of any such Plan to acquire a Residual
        Certificate.

         

	 	5.	That the Purchaser hereby acknowledges that under the terms of the Pooling and Servicing Agreement, dated as of  __________ __, 20__ (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, [                                    ], as Master Servicer, [                                    ], as Securities Administrator, and [                                    ], as Trustee with respect to Sequoia Mortgage Trust 20__-_ Mortgage Pass-Through Certificates, no transfer of the Residual Certificates shall be permitted to be made to any person unless the Certificate Registrar has received a certificate from such transferee containing the representations in paragraphs 3 and 4 hereof.


 


	 	6.	That the Purchaser does not hold REMIC residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in accounts of participating organizations (such entity, a “Book-Entry Nominee”).


 




    B-1 


     


    

 


	 	7.	That the Purchaser does not have the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to such Residual Certificate.


 


	 	8.	That the Purchaser will not transfer a Residual Certificate to any person or entity (i) as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that the Purchaser has reason to believe does not satisfy the requirements set forth in paragraph 7 hereof, and (ii) without obtaining from the prospective Purchaser an affidavit substantially in this form and providing to the Certificate Registrar a written statement substantially in the form of Exhibit C to the Agreement.


 


	 	9.	That the Purchaser understands that, as the holder of a Residual Certificate, the Purchaser may incur tax liabilities in excess of any cash flows generated by the interest and that the Purchaser has and expects to have sufficient net worth and/or liquidity to pay in full any tax liabilities attributable to ownership of a Residual Certificate and intends to pay taxes associated with holding such Residual Certificate as they become due.


 


	 	10.	That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States) or successor form at the time and in the manner required by the Code or (iii) is a Non-U.S. Person that has delivered to the transferor, the Depositor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of such Residual Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Residual Certificate will not be disregarded for federal income tax purposes.  “Non-U.S. Person” means an individual, corporation, partnership or other person other than (i) a citizen or resident of the United States; (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any state thereof, including for this purpose, the District of Columbia; (iii) an estate that is subject to U.S. federal income tax regardless of the source of its income; (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States trustees have authority to control all substantial decisions of the trust; and, (v) to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996 that are treated as United States persons prior to such date and elect to continue to be treated as United States persons.


 


	 	11.	The Purchaser will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the Purchaser or another U.S. taxpayer.


 


	 	12.	That the Purchaser agrees to such amendments of the Agreement as may be required to further effectuate the restrictions on transfer of any Residual Certificate to such a “disqualified organization,” an agent thereof, a Book-Entry Nominee, or a person that does not satisfy the requirements of paragraph 7 and paragraph 10 hereof.


 


	 	13.	That the Purchaser consents to the designation of the Securities Administrator to act as agent for the “tax matters person” of each REMIC created by the Trust Fund pursuant to the Agreement.


 




    B-2 


     


    

 


IN WITNESS WHEREOF, the Purchaser has caused
this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [title of officer] this _____
day of __________ 20__.


 


	 	 
	[name of Purchaser]	 


 


	By:	 
	Name:
	Title:


 


Personally appeared before me the above-named
[name of officer] ________________, known or proved to me to be the same person who executed the foregoing instrument and to be
the [title of officer] _________________ of the Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.


 


Subscribed and sworn before me this _____
day of __________ 20__.


 


NOTARY PUBLIC


 


	 	 


 


	COUNTY OF	 


 


	STATE OF	 


 


My commission expires the _____ day of __________ 20__.


 




    B-3 


     


    

 


EXHIBIT C


 


RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
(TRANSFEROR)


 


	 	 
	Date	 


 


		Re:	Sequoia Mortgage Trust 20__-_



Mortgage Pass-Through Certificates


 


_______________________ (the “Transferor”)
has reviewed the attached affidavit of _____________________________ (the “Transferee”), and has no actual knowledge
that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true,
and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state
or local taxes legally required to be paid with respect to a Residual Certificate.  In addition, the Transferor has conducted
a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came
due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due.


 


Very truly yours,


 


	 	 
	Name:	 
	Title:	 


 




    C-1 


     


    

 


EXHIBIT D


 


FORM OF CUSTODIAL AGREEMENT


 




    D-1 


     


    

 


EXHIBIT E-1


 


FORM OF RULE 144A TRANSFER CERTIFICATE


 


	Re: 	Sequoia Mortgage Trust 20__-_


Mortgage Pass-Through Certificates


 


Reference is hereby made to the Pooling
and Servicing Agreement, dated as of __________ __, 20__ (the “Pooling and Servicing Agreement”), by and among Sequoia
Residential Funding, Inc., as Depositor, [                                    ],
as Master Servicer, [                                    ],
as Securities Administrator, and [                                    ],
as Trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing
Agreement.


 


This letter relates to $__________ initial
Certificate Principal Amount or Certificate Notional Amount, as applicable, of Class _____ Certificates which are held in
the form of Definitive Certificates registered in the name of  ______________ (the “Transferor”). The Transferor
has requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in the name of [insert
name of transferee].


 


In connection with such request, and in
respect of such Certificates, the Transferor hereby certifies that such Certificates are being transferred in accordance with (i)
the transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and (ii) Rule 144A under the Securities
Act to a purchaser that the Transferor reasonably believes is a “qualified institutional buyer” within the meaning
of Rule 144A purchasing for its own account or for the account of a “qualified institutional buyer,” which purchaser
is aware that the sale to it is being made in reliance upon Rule 144A, in a transaction meeting the requirements of Rule 144A and
in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Underwriter, the Depositor and the Certificate Registrar.


 


	 	 
	[Name of Transferor]	 


 


 


	By:	 


Name:


Title:


 


Dated: ___________, ____


 




    E-1-1 


     


    

 


EXHIBIT E-2






FORM OF PURCHASER’S LETTER FOR

QUALIFIED INSTITUTIONAL BUYER


 


Date


 


Ladies and Gentlemen:


 


In connection with our proposed purchase
of $______________Class Principal Amount or Class Notional Amount, as applicable, of Sequoia Mortgage Trust 20__-_ Mortgage Pass-Through
Certificates, Class [___] (the “Restricted Certificates”), we confirm that:


 


	(1)	We understand that the Restricted Certificates have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Restricted Certificates we will do so only (A) to the Depositor, (B) to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (D) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a QIB (an “Institutional Accredited Investor”) which, in the case of (B) or (D) above, prior to such transfer, delivers to the Certificate Registrar under the Pooling and Servicing Agreement, dated as of __________ __, 20__ (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, [                                    ], as Master Servicer, and [                                    ], as Securities Administrator, and [                                    ], as Trustee, a signed letter in the form of this letter; and we further agree, in the capacities stated above, to provide to any person purchasing any of the Restricted Certificates from us a notice advising such purchaser that resales of the Restricted Certificates are restricted as stated herein.


 


	(2)	We understand that, in connection with any proposed resale of any Restricted Certificates to QIB, we will be required to furnish to the Certificate Registrar a certification from such transferee in the form hereof to confirm that the proposed sale is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further understand that the Restricted Certificates purchased by us will bear a legend to the foregoing effect.


 


	(3)	We are acquiring the Restricted Certificates for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Restricted Certificates, and we and any account for which we are acting are each able to bear the economic risk of such investment.


 


	(4)	We are a QIB and we are acquiring the Restricted Certificates purchased by us for our own account or for one or more accounts (each of which is a QIB) as to each of which we exercise sole investment discretion.


 


	(5)	We have received such information as we deem necessary in order to make our investment decision.


 


	(6)	If we are acquiring ERISA-Restricted Certificates, we understand that in accordance with ERISA, the Code and the Underwriter's Exemption, no Plan and no person acting on behalf of such a Plan may acquire such Certificate except in accordance with Section 3.03(d) of the Agreement.


 




    E-2-1 


     


    

 


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


 


You are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


 


Very truly yours,


 


	 	 
	[Purchaser]	 


 


	By: 	 


Name:


Title:


 




    E-2-2 


     


    

 


EXHIBIT F


 


FORM OF PURCHASER’S LETTER FOR

INSTITUTIONAL ACCREDITED INVESTOR


 


Date


 


Ladies and Gentlemen:


 


In connection with our proposed purchase
of $______________ Class Principal Amount or Class Notional Amount, as applicable, of Sequoia Mortgage Trust 20__-_ Mortgage Pass-Through
Certificates, Class [___], (the “Restricted Certificates”), we confirm that:


 


	(1)	We understand that the Restricted Certificates have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Restricted Certificates we will do so only (A) to the Depositor, (B) to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (D) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a QIB (an “Institutional Accredited Investor”) which, prior to such transfer, delivers to the Certificate Registrar under the Pooling and Servicing Agreement, dated as of  __________ __, 20__ (the “Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, [                                    ], as Master Servicer, [                                    ], as Securities Administrator and [                                    ], as Trustee, a signed letter in the form of this letter; and we further agree, in the capacities stated above, to provide to any person purchasing any of the Restricted Certificates from us a notice advising such purchaser that resales of the Restricted Certificates are restricted as stated herein.


 


	(2)	We understand that, in connection with any proposed resale of any Restricted Certificates to an Institutional Accredited Investor, we will be required to furnish to the Certificate Registrar a certification from such transferee in the form hereof to confirm that the proposed sale is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further understand that the Restricted Certificates purchased by us will bear a legend to the foregoing effect.


 


	(3)	We are acquiring the Restricted Certificates for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Restricted Certificates, and we and any account for which we are acting are each able to bear the economic risk of such investment.


 


	(4)	We are an Institutional Accredited Investor and we are acquiring the Restricted Certificates purchased by us for our own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which we exercise sole investment discretion.


 


	(5)	We have received such information as we deem necessary in order to make our investment decision.


 


	(6)	If we are acquiring ERISA-Restricted Certificates, we understand that in accordance with ERISA, the Code and the Underwriter's Exemption, no Plan and no person acting on behalf of such a Plan may acquire such Certificate except in accordance with Section 3.03(d) of the Agreement.


 




    F-1 


     


    

 


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


 


You are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


 


Very truly yours,


 


	 	 
	[Purchaser]	 


 


	By: 	 	 


Name:


Title:


 




    F-2 


     


    

 


EXHIBIT G



FORM OF ERISA TRANSFER AFFIDAVIT


  


	STATE OF NEW YORK	)
	 	)           ss.:
	COUNTY OF NEW YORK 	)


 


The undersigned, being first duly sworn,
deposes and says as follows:


 


1.      The
undersigned is the ______________________ of ______________ (the “Investor”), a [corporation duly organized] and existing
under the laws of __________, on behalf of which he makes this affidavit.


 


2.      The
Investor either (x) is not, and on ___________ [date of transfer] will not be, an employee benefit plan or other retirement arrangement
subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”) or a person acting
on behalf of any such Plan or investing the assets of any such Plan; (y) if the Certificate has been the subject of an ERISA-Qualifying
Underwriting, (i) is acquiring and holding the Certificate in reliance on the Underwriter Exemption and understands that the Certificate
must meet the Minimum ERISA Rating at the time of acquisition, or (ii) is an insurance company that is purchasing the Certificate
with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction
Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III
of PTCE 95-60; or (z) herewith delivers to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”)
satisfactory to the Certificate Registrar, the Depositor and the Trustee, and upon which the Certificate Registrar, the Trustee,
the Master Servicer, the Depositor and the Securities Administrator shall be entitled to rely, to the effect that the purchase
or holding of such Certificate by the Investor will not constitute or result in any non-exempt prohibited transactions under Title
I of ERISA or Section 4975 of the Code and will not subject the Certificate Registrar or the Trustee to any obligation in addition
to those undertaken by such entities in the Pooling and Servicing Agreement, dated as of __________ __, 20__ (the “Agreement”),
by and among Sequoia Residential Funding, Inc., as Depositor, [                                    ],
as Master Servicer, [                                    ],
as Securities Administrator and [                                    ],
as Trustee, by which opinion of counsel shall not be an expense of the Trust Fund or the above parties.


 


Capitalized terms used but not defined herein
have the meanings given in the Agreement.


 


IN WITNESS WHEREOF, the Investor has caused this instrument
to be executed on its behalf, pursuant to proper authority, by its duly authorized officer, duly attested, this ____ day of _______________
20___.


 


	 	 
	[Investor]	 


 


	By: 	 


Name:


Title:


 


ATTEST:


 




    G-1 


     


    

 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	)


 


Personally appeared before me the above-named
________________, known or proved to me to be the same person who executed the foregoing instrument and to be the ____________________
of the Investor, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Investor.


 


Subscribed and sworn before me this _____
day of _________ 20___.


 


	 	 
	NOTARY PUBLIC	 


 


My commission expires the


_____ day of __________ 20___.


 




    G-2 


     


    

 


EXHIBIT H-1


 


LIST OF PURCHASE AGREEMENTS


 




    H-1 


     


    

 


EXHIBIT H-2


 


LIST OF SERVICING AGREEMENTS


 




    H-2 


     


    

 


EXHIBIT I


 


ADDITIONAL DISCLOSURE NOTIFICATION


 


Additional Disclosure Notification


 


[                                    ], as securities administrator


[                                    ]


[                                    ]


Attention: [                                    ]
– Sequoia Mortgage Trust 20__-_


Tax :


 


Sequoia Residential Funding, Inc.


Fax: 415-381-1773


Email: Sequoia.Notices@redwoodtrust.com


 


	 	Attn:  Corporate Trust Services—Sequoia Mortgage Trust 20__-_, Mortgage Pass-Through Certificates, Series 20__-_—SEC REPORT PROCESSING


 


RE:  **Additional Form [10-D][10-K][8-K] Disclosure**
Required


 


Ladies and Gentlemen:


 


In accordance with Section 6.21[(a)][(b)][(c)]
of the Pooling and Servicing Agreement, dated as of __________ __, 20__ (the “Agreement”), by and among Sequoia Residential
Funding, Inc., as Depositor, [                                    ],
as Master Servicer, and [                                    ],
as Securities Administrator, and [                                    ],
as Trustee, with respect to Sequoia Mortgage Trust 20__-_ Mortgage Pass-Through Certificate, the undersigned, as [          ],
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                       ],
phone number:  [         ]; email address:  [                   ].


 


[NAME OF PARTY],


as [role]


 


	By: 	 


Name:


Title:


 




    I-1 


     


    

 


EXHIBIT J


 


BACK-UP CERTIFICATE TO FORM 10-K CERTIFICATE


 


Sequoia Mortgage Trust 20__-_ (the “Trust”)


Mortgage Pass-Through Certificates


 


Re:          The
Pooling and Servicing Agreement, dated as of __________ __, 20__ (the “Pooling and Servicing Agreement”), by and among
Sequoia Residential Funding, Inc., as Depositor, [                                    ],
as Master Servicer, and [                                    ],
as Securities Administrator, and [                                    ],
as Trustee with respect to Sequoia Mortgage Trust 20__-_ Mortgage Pass-Through Certificates.


 


I, __________________________, the _________________________
of [NAME OF COMPANY] (the “Company”) certify to the Depositor and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


(1)         I have
reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual Report”), and all reports on Form 10-D
required to be filed in respect of period covered by the Annual Report (collectively with the Annual Report, the “Reports”),
of the Trust Fund;


 


(2)         Based
on my knowledge, (a) the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Annual Report, and (b) the Company’s assessment of compliance and related attestation
report referred to below, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by such assessment of compliance and attestation report;


 


(3)         Based
on my knowledge, the distribution information required to be provided by the Company under the Pooling and Servicing Agreement
has been provided to the Securities Administrator for inclusion in the Reports is included in the Reports;


 


(4)         I am
responsible for reviewing the activities performed by the Company under the Pooling and Servicing Agreement, and based on my knowledge
and the compliance review conducted in preparing the assessment of compliance of the Company required by the Pooling and Servicing
Agreement, and except as disclosed in the Reports, the Company has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects; and


 


(5)         The
report on assessment of compliance with servicing criteria applicable to the Company for asset-backed securities of the Company
and each Subcontractor utilized by the Company and the related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 have been included as an exhibit to the Annual Report. Any material instances of non-compliance are described
in such report and have been disclosed in the Annual Report.


 


In giving the certifications above, the
Company has reasonably relied on information provided to it by the following unaffiliated parties: [names of servicer(s), master
servicer, subservicer(s), custodian(s)]


 


Date:


 


	By:	 


 


[Signature]


[Title]


 




    J-1 


     


    

 


EXHIBIT K


 


SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT
OF COMPLIANCE


 


The Assessment of Compliance to be delivered
by the parties listed in the table below shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” for each such party:


 


	
        Regulation

        AB

        Reference
	Servicing Criteria	Master

Servicer	Securities

Administrator	Custodian	 
	 	General Servicing Considerations	 	 	 	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X	X	 	 
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X	 	 	 
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	N/A	N/A	N/A	 
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X	 	 	 
	 	Cash Collection and Administration	 	 	 	 
	1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate bank collection accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X	X	 	 
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X	X	 	 
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X	 	 	 
	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	 	 


 




    K-1 


     


    

 


	1122(d)(2)(v)	Each collection account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X	X	 	 
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	N/A	 	 	 
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X	 	 	 
	 	 	 	 	 	 
	 	Investor Remittances and Reporting	 	 	 	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	X	 	 	 
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	X	 	 
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X	 	 	 


 




    K-2 


     


    

 


	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X	 	 	 
	 	Pool Asset Administration	 	 	 	 
	1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	 	 	X	 
	1122(d)(4)(ii)	Pool assets  and related documents are safeguarded as required by the transaction agreements	 	 	X	 
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	N/A	N/A	N/A	 
	1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	N/A	N/A	N/A	 
	1122(d)(4)(v)	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	N/A	N/A	N/A	 
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	N/A	N/A	N/A	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	N/A	N/A	N/A	 


 




    K-3 


     


    

 


	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	N/A	N/A	N/A	 
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	N/A	N/A	N/A	 
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	N/A	N/A	N/A	 
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	N/A	N/A	N/A	 
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	N/A	N/A	N/A	 
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	N/A	N/A	N/A	 
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X	 	 	 
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A	N/A	N/A	 


 




    K-4 


     


    

 


EXHIBIT L






ADDITIONAL FORM 10-D DISCLOSURE


 


	ADDITIONAL FORM 10-D DISCLOSURE
	Item on Form 10-D	Party Responsible
	Item 1: Distribution and Pool Performance Information	 
	Information included in the Distribution Date Statement	
        Master Servicer

        Securities Administrator

	Any information required by 1121 which is NOT included on the Distribution Date Statement	Depositor




	Item 1A: Asset-Level Information	 
	Information required by Item 1111 (Pool Assets) and Item 1125 (Schedule AL)	
        Securities Administrator

         

	Item 1B: Asset Representations Reviewer and Investor Communication	 
	Information required by Item 1121(d) and (e) as applicable	
        Securities Administrator

        Asset Representations Reviewer

         

	
        Item 2: Legal Proceedings

         

        Any legal proceeding pending against the following entities
        or their respective property, that is material to Certificateholders, including any proceedings known to be contemplated by governmental
        authorities:
	 
	▪ Issuing Entity (Trust Fund)	Trustee, Master Servicer, Securities Administrator and Depositor
	▪ Sponsor (Seller)	Seller (if a party to the Pooling and Servicing Agreement) or Depositor
	▪ Depositor	Depositor
	▪ Trustee	Trustee
	▪ Securities Administrator	Securities Administrator
	▪ Master Servicer	Master Servicer
	▪ Custodian	Custodian
	▪ Asset Representations Reviewer	Asset Representations Reviewer
	▪ 1110(b) Originator	Depositor
	▪ Any 1108(a)(2) Servicer (other than the Master Servicer or the Securities Administrator)	Servicer (as to itself)


 




    L-1 


     


    

 


	▪ Any other party contemplated by 1100(d)(1)	Depositor
	
        Item 3:  Sale of Securities
        and Use of Proceeds

         

        Information from Item 2(a) of Part II of Form 10-Q:

         

        With respect to any sale of securities by the sponsor, depositor
        or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered,
        provide the sales and use of proceeds information in Item 701 of Regulation S-K.  Pricing information can be omitted
        if securities were not registered.
	Depositor


   


	ADDITIONAL FORM 10-D DISCLOSURE
	Item on Form 10-D	Party Responsible
	
        Item 4:  Defaults Upon Senior
        Securities

         

        Information from Item 3 of Part II of Form 10-Q:

         

        Report the occurrence of any Event of Default (after expiration
        of any grace period and provision of any required notice)
	
        Securities Administrator

        Trustee

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

         

        Information from Item 4 of Part II of Form 10-Q
	
        Securities Administrator

        Trustee

	
        Item 6:  Significant Obligors
        of Pool Assets

         

        Item
        1112(b) – Significant Obligor Financial Information*
	Depositor
	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.	 
	
        Item 7:  Change in Sponsor
        Interest in Securities

         

        Information required by Item 1124 with respect to the reporting
        period
	
        Depositor

         



 




    L-2 


     


    

 


	
        Item 8:  Significant Enhancement
        Provider Information

         

        Item 1114(b)(2) – Credit Enhancement Provider Financial
        Information*
	 
	▪ Determining applicable disclosure threshold	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	
        Depositor

         

	Item 1115(b) – Derivative Counterparty Financial Information*	 
	▪ Determining current maximum probable exposure	Depositor
	▪ Determining current significance percentage	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	
        Depositor

         

	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.	 


 


	ADDITIONAL FORM 10-D DISCLOSURE
	Item on Form 10-D	Party Responsible
	
        Item 9:  Other Information

         

        Disclose any information required to be reported on Form 8-K
        during the period covered by the Form 10-D but not reported
	Any party responsible for the applicable Form 8-K Disclosure item
	Item 10:  Exhibits	 
	Distribution Date Statement to Certificateholders	Securities Administrator
	Exhibits required by Item 601 of Regulation S-K, such as material agreements	Depositor


 




    L-3 


     


    

 


EXHIBIT M



ADDITIONAL FORM 10-K DISCLOSURE


 


	ADDITIONAL FORM 10-K DISCLOSURE
	Item on Form 10-K	Party Responsible
	Item 1B: Unresolved Staff Comments	Depositor
	
        Item 9B:  Other Information

        Disclose any information required to be reported on Form 8-K
        during the fourth quarter covered by the Form 10-K but not reported
	Any party responsible for disclosure items on Form 8-K
	Item 15:  Exhibits, Financial Statement Schedules	
        Securities Administrator

        Depositor

	Reg AB Item 1112(b):  Significant Obligors of Pool Assets	 
	Significant Obligor Financial Information*	Depositor
	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.	 
	Reg AB Item 1114(b)(2):  Credit Enhancement Provider Financial Information	 
	▪ Determining applicable disclosure threshold	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	
        Depositor

         

	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.	 
	Reg AB Item 1115(b):  Derivative Counterparty Financial Information	 
	▪ Determining current maximum probable exposure	Depositor
	▪ Determining current significance percentage	Depositor
	▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference	Depositor
	*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.	 


 




    M-1 


     


    

 


	ADDITIONAL FORM 10-K DISCLOSURE
	Item on Form 10-K	Party Responsible
	
        Reg AB Item 1117: Legal Proceedings

         

        Any legal proceeding pending against the following entities
        or their respective property, that is material to Certificateholders, including any proceedings known to be contemplated by governmental
        authorities:
	 
	▪ Issuing Entity (Trust Fund)	Trustee, Master Servicer, Securities Administrator and Depositor
	▪ Sponsor (Seller)	Seller (if a party to the Pooling and Servicing Agreement) or Depositor
	▪ Depositor	Depositor
	▪ Trustee	Trustee
	▪ Securities Administrator	Securities Administrator
	▪ Master Servicer	Master Servicer
	▪ Asset Representations Reviewer	Asset Representations Reviewer
	▪ Custodian	Custodian
	▪ 1110(b) Originator	Depositor
	▪ Any 1108(a)(2) Servicer (other than the Master Servicer or the Securities Administrator)	Servicer (as to itself)
	▪ Any other party contemplated by 1100(d)(1)	Depositor
	Reg AB Item 1119:  Affiliations and Relationships	 
	Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of the following parties, and (b) to the extent known and material, any of the following parties are affiliated with one another:	
        Depositor as to (a)

        Sponsor/Seller as to (b)

	▪ Master Servicer	Master Servicer
	▪ Securities Administrator	Securities Administrator
	▪ Trustee	
        Depositor/Sponsor as to (a)

        Trustee as to (b)

	▪ Asset Representations Reviewer	
        Depositor

        Asset Representations Reviewer

	▪ Any other 1108(a)(3) servicer	Servicer (as to itself)
	▪ Any 1110 Originator	Depositor/Sponsor
	▪ Any 1112(b) Significant Obligor	Depositor/Sponsor
	▪ Any 1114 Credit Enhancement Provider	Depositor/Sponsor
	▪ Any 1115 Derivative Counterparty Provider	Depositor/Sponsor
	▪ Any other 1101(d)(1) material party	Depositor/Sponsor


 




    M-2 


     


    

 


	ADDITIONAL FORM 10-K DISCLOSURE
	Item on Form 10-K	Party Responsible
	Whether there are any “outside the ordinary course business arrangements” other than would be obtained in an arm’s length transaction between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material to a Certificateholder’s understanding of the Certificates:	
        Depositor as to (a)

        Sponsor/Seller as to (b)

	▪ Master Servicer	Master Servicer
	▪ Securities Administrator	Securities Administrator
	▪ Trustee	Depositor/Sponsor
	▪ Asset Representations Reviewer	Depositor/Sponsor
	▪ Any other 1108(a)(3) servicer	Servicer (as to itself)
	▪ Any 1110 Originator	Depositor/Sponsor
	▪ Any 1112(b) Significant Obligor	Depositor/Sponsor
	▪ Any 1114 Credit Enhancement Provider	Depositor/Sponsor
	▪ Any 1115 Derivative Counterparty Provider	Depositor/Sponsor
	▪ Any other 1101(d)(1) material party	Depositor/Sponsor
	Whether there are any specific relationships involving the transaction or the pool assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material:	
        Depositor as to (a)

        Sponsor/Seller as to (b)

	▪ Master Servicer	Master Servicer
	▪ Securities Administrator	Securities Administrator
	▪ Trustee	Depositor/Sponsor
	▪ Any other 1108(a)(3) servicer	Servicer (as to itself)
	▪ Any 1110 Originator	Depositor/Sponsor
	▪ Any 1112(b) Significant Obligor	Depositor/Sponsor
	▪ Any 1114 Credit Enhancement Provider	Depositor/Sponsor
	▪ Any 1115 Derivative Counterparty Provider	Depositor/Sponsor
	▪ Any other 1101(d)(1) material party	Depositor/Sponsor


 




    M-3 


     


    

 


EXHIBIT N



ADDITIONAL FORM 8-K DISCLOSURE


 


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

         

        Disclosure is required regarding entry into or amendment of
        any definitive agreement that is material to the securitization, even if depositor is not a party.

         

        Examples: servicing agreement, custody agreement.

         

        Note: disclosure not required as to definitive agreements that
        are fully disclosed in the prospectus
	All parties (as to themselves)
	
        Item 1.02- Termination of a Material
        Definitive Agreement

         

        Disclosure is required regarding termination of  any
        definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor
        is not a party.

         

        Examples: servicing agreement, custody agreement.
	All parties (as to themselves)
	
        Item 1.03- Bankruptcy or Receivership

         

        Disclosure is required regarding the bankruptcy or receivership,
        with respect to any of the following:
	Depositor
	▪ Sponsor (Seller)	Depositor/Sponsor (Seller)
	▪ Depositor	Depositor
	▪ Master Servicer	Master Servicer
	▪ Asset Representations Reviewer	Asset Representations Reviewer
	▪ Affiliated Servicer	Master Servicer
	▪ Other Servicer servicing 20% or more of the pool assets at the time of the report	Servicer (as to itself)
	▪ Other material servicers	Servicer (as to itself)
	▪ Trustee	Trustee
	▪ Securities Administrator	Securities Administrator
	▪ Significant Obligor	Depositor


 




    N-1 


     


    

 


	FORM 8-K DISCLOSURE INFORMATION
	Item on Form 8-K	Party Responsible
	▪ Credit Enhancer (10% or more)	Depositor
	▪ Derivative Counterparty	Depositor
	▪ Custodian	Custodian
	
        Item 2.04- Triggering Events that Accelerate
        or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

         

        Includes an early amortization, performance trigger or other
        event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.

         

        Disclosure will be made of events other than waterfall triggers
        which are disclosed in the Distribution Date Statements to the certificateholders.
	
        Depositor

        Master Servicer

        Securities Administrator

         

	
        Item 3.03- Material Modification to Rights
        of Security Holders

         

        Disclosure is required of any material modification to documents
        defining the rights of Certificateholders, including the Pooling and Servicing Agreement.
	
        Securities Administrator

        Depositor

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

         

        Disclosure is required of any amendment “to the governing
        documents of the issuing entity”.
	Depositor
	Item 6.01- ABS Informational and Computational Material	Depositor
	
        Item 6.02- Change of Servicer or Securities
        Administrator 

         

        Requires disclosure of any removal, replacement, substitution
        or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report,
        other material servicers or trustee.
	
        Master Servicer/Securities Administrator/Depositor/

        Servicer (as to itself)/Trustee

	Reg AB disclosure about any new servicer or master servicer is also required.	Servicer (as to itself)/Master Servicer/Depositor
	Reg AB disclosure about any new Trustee is also required.	Depositor/Trustee


 




    N-2 


     


    

 


	FORM 8-K DISCLOSURE INFORMATION
	Item on Form 8-K	Party Responsible
	
        Item 6.03- Change in Credit Enhancement
        or External Support

         

        Covers termination of any enhancement in manner other than by
        its terms, the addition of an enhancement, or a material change in the enhancement provided.  Applies to external credit
        enhancements as well as derivatives.
	Depositor/Securities Administrator
	Reg AB disclosure about any new enhancement provider is also required.	Depositor
	Item 6.04- Failure to Make a Required Distribution	Securities Administrator
	
        Item 6.05- Securities Act Updating Disclosure

         

        If any material pool characteristic differs by 5% or more at
        the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the
        actual asset pool.
	Depositor
	If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	Depositor
	Item 7.01- Reg FD Disclosure	All parties (as to themselves)
	
        Item 8.01- Other Events

         

        Any event, with respect to which information
        is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.
	Depositor
	Item 9.01- Financial Statements and Exhibits	Responsible party for reporting/disclosing the financial statement or exhibit


 




    N-3 


     


    

 


EXHIBIT O


 


FORM OF CERTIFICATION FOR NRSROs AND DEPOSITOR


[Date]


 


[Securities Administrator Address]


 


Attention:  Corporate Trust Services – SEMT
201__-_


 


		Attention:	Sequoia Mortgage Trust 201__-_,



Mortgage Pass-Through Certificates, Series 201__-_


 


In accordance with the requirements for
obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of __________ __, 20__ (the “Pooling
and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, [                                    ],
as Master Servicer, [                                    ],
as Securities Administrator, and [                                    ],
as Trustee with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


With respect to any Nationally Recognized Statistical
Rating Organization (“NRSRO”):


 


		1.	The undersigned, an NRSRO, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e).



		2.	The undersigned has access to the Depositor's 17g-5 website, and any confidentiality agreement applicable to the undersigned
with respect to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the
Rule 17g-5 Website.



		3.	The undersigned shall be deemed to have recertified to the provisions herein each time it accesses any information on the Rule
17g-5 Website maintained by the Securities Administrator.



 


With respect to the Depositor:


 


		1.	The undersigned is the Depositor under the Pooling and Servicing Agreement.



 


Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made the representations
above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    O-1 


     


    

 


EXHIBIT P



FORM OF EXCHANGE NOTICE


 


[CERTIFICATEHOLDER’S LETTERHEAD]


 


[DATE]


 


[Securities Administrator Address]


 


		Re:	Sequoia Mortgage Trust 201__-_



Mortgage Pass-Through Certificates


 


Ladies and Gentlemen:


 


Pursuant to the terms of the Pooling and
Servicing Agreement, dated as of __________ __, 20__ , (the “Agreement”), by and among Sequoia Residential Funding,
Inc., as Depositor, [                                    ],
as Master Servicer, [                                    ],
as Securities Administrator, and [                                    ],
as Trustee, we hereby present and surrender the certificates specified on Annex I attached hereto for exchange, and transfer, assign,
set over and otherwise convey to the Securities Administrator, all of our right, title and interest in and to such certificates,
including all payments of interest thereon received after [insert date of exchange], in exchange for the certificates to be received
as specified on Annex I attached hereto.


 


We agree that upon such exchange the portions
of the certificates surrendered for exchange shall be deemed cancelled and replaced by the certificates received in exchange therefor.
We confirm that we have paid a fee calculated in accordance with Section 3.10 of the Agreement.


 


	 	Very truly yours,
	 	[NAME OF TRANSFEREE]
	 	 	 
	 	By: 	 
	 	Authorized Officer
	 	Email Address:
	 	 
	 	[MEDALLION STAMP GUARANTEE]


 


Acknowledged by:


 


CITIBANK, N.A.,


as Securities Administrator


 


	By: 	 


Name:


Title:


 




    P-1 


     


    

 


Annex I to Exhibit P


 


EXCHANGE CERTIFICATES


 


	Certificates
    submitted for exchange	Certificates
    to be received from

    exchange	Certificateholder’s

    Common

    Depository

    Participant

    Number	Proposed

    Exchange

    Date
	Certificate(s)	Outstanding

    Certificate

    Principal

    (or

    Certificate

    Notional)

    Amount	CUSIP

    Number	Percentage

    Interest  	Certificate(s)	Outstanding

    Certificate

    Principal

    (or

    Certificate

    Notional)

    Amount	CUSIP

    Number	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    P-2 


     


    

 


EXHIBIT Q


 


PERMITTED EXCHANGES


 


	Combination	Initial

Exchangeable	Initial Class

Principal or Class

Notional Amount

($)(1)	CUSIP	Exchangeable	Initial Class

Principal

Amount ($)(1)	CUSIP
	1	A-[  ]	$	 	A-[  ]	$	 
	 	A-IO[  ]	$(2)	 	 	 	 
	2	A-[  ]	$	 	A-[  ]	$	 
	 	A-[  ]	$	 	 	 	 
	 	A-[  ]	$	 	 	 	 
	 	A-IO[  ]	$(2)	 	 	 	 
	3	A-[  ]	$	 	A-[  ]	$	 
	 	A-[  ]	$	 	 	 	 
	 	A-IO[  ]	$(2)	 	 	 	 


 


		(1)	Initial Exchangeable Certificates and Exchangeable Certificates in any combination shown above may be exchanged only in the
proportion that the maximum initial Class Principal Amounts (or notional amounts) of such certificates bear to one another as shown
above.



 




    Q-1 


     


    

 


SCHEDULE A



MORTGAGE LOAN SCHEDULE


 




    A-1