EXHIBIT
4.4

    


    


     

    SEQUOIA
RESIDENTIAL FUNDING, INC.

    Depositor

     

     

     

    [                                        ]

     

    Master
Servicer and Securities Administrator

     

     

     

    and

     

     

     

    [                                        ]

     Trustee

     

    ___________________________

    


    POOLING
AND SERVICING AGREEMENT

     

    Dated as
of __________ __, 20__

    ___________________________

    


    


    


    


    


    


    


    SEQUOIA
MORTGAGE TRUST 20__-_

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

     

    
      	 	
              Page

            
	 	 
	
              ARTICLE
      I DEFINITIONS

            	
              7

            
	
              Section
      1.01.

            	
              Definitions

            	
              7

            
	
              Section
      1.02.

            	
              Calculations
      Respecting Mortgage Loans

            	
              39

            
	 	 
	
              ARTICLE
      II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              40

            
	
              Section
      2.01.

            	
              Creation
      and Declaration of Trust Fund; Conveyance of Mortgage
Loans

            	
              40

            
	
              Section
      2.02.

            	
              Acceptance
      of Trust Fund by Trustee; Review of Documentation for Trust
      Fund

            	
              43

            
	
              Section
      2.03.

            	
              Representations
      and Warranties of the Depositor

            	
              44

            
	
              Section
      2.04.

            	
              Discovery
      of Breach; Repurchase or Substitution of Mortgage Loans

            	
              46

            
	
              Section
      2.05.

            	
              [Reserved]

            	
              49

            
	
              Section
      2.06.

            	
              Grant
      Clause

            	
              49

            
	 	 
	
              ARTICLE
      III THE CERTIFICATES

            	
              50

            
	
              Section
      3.01.

            	
              The
      Certificates

            	
              50

            
	
              Section
      3.02.

            	
              Registration

            	
              51

            
	
              Section
      3.03.

            	
              Transfer
      and Exchange of Certificates

            	
              51

            
	
              Section
      3.04.

            	
              Cancellation
      of Certificates

            	
              55

            
	
              Section
      3.05.

            	
              Replacement
      of Certificates

            	
              55

            
	
              Section
      3.06.

            	
              Persons
      Deemed Owners

            	
              56

            
	
              Section
      3.07.

            	
              Temporary
      Certificates

            	
              56

            
	
              Section
      3.08.

            	
              Appointment
      of Paying Agent

            	
              57

            
	
              Section
      3.09.

            	
              Book
      Entry Certificates

            	
              57

            
	 	 
	
              ARTICLE
      IV ADMINISTRATION OF THE TRUST FUND

            	
              58

            
	
              Section
      4.01.

            	
              Collection
      Accounts; Distribution Account

            	
              58

            
	
              Section
      4.02

            	
              [Reserved]

            	
              60

            
	
              Section
      4.03

            	
              [Reserved]

            	
              60

            
	
              Section
      4.04.

            	
              Reports
      to Trustee and Certificateholders

            	
              60

            
	 	 
	
              ARTICLE
      V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              62

            
	
              Section
      5.01.

            	
              Distributions
      Generally

            	
              62

            
	
              Section
      5.02.

            	
              Distributions
      from the Distribution Account

            	
              63

            
	
              Section
      5.03.

            	
              Allocation
      of Losses

            	
              67

            
	
              Section
      5.04.

            	
              Advances
      by Master Servicer

            	
              68

            
	
              Section
      5.05.

            	
              Compensating
      Interest Payments

            	
              68

            
	
              Section
      5.06.

            	
              Reserve
      Fund

            	
              68

            


    

     

     

    
      
        
        

      

      
        - i
-

        
          

        

      

      
        
        

      

    

     

     

    
      	 
      	 
      	 
      
	
              ARTICLE
      VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF
      DEFAULT

            	
              69

            
	
              Section
      6.01.

            	
              Duties
      of Trustee and the Securities Administrator

            	
              69

            
	
              Section
      6.02.

            	
              Certain
      Matters Affecting the Trustee and the Securities
    Administrator

            	
              72

            
	
              Section
      6.03.

            	
              Trustee
      and Securities Administrator Not Liable for Certificates

            	
              74

            
	
              Section
      6.04.

            	
              Trustee
      and the Securities Administrator May Own Certificates

            	
              75

            
	
              Section
      6.05.

            	
              Eligibility
      Requirements for Trustee and Securities Administrator

            	
              75

            
	
              Section
      6.06.

            	
              Resignation
      and Removal of Trustee and the Securities Administrator

            	
              75

            
	
              Section
      6.07.

            	
              Successor
      Trustee and Successor Securities Administrator

            	
              76

            
	
              Section
      6.08.

            	
              Merger
      or Consolidation of Trustee or the Securities
Administrator

            	
              77

            
	
              Section
      6.09.

            	
              Appointment
      of Co Trustee, Separate Trustee or Custodian

            	
              78

            
	
              Section
      6.10.

            	
              Authenticating
      Agents

            	
              79

            
	
              Section
      6.11.

            	
              Indemnification
      of the Trustee and the Securities Administrator

            	
              80

            
	
              Section
      6.12.

            	
              Fees
      and Expenses of Securities Administrator and the Trustee

            	
              81

            
	
              Section
      6.13.

            	
              Collection
      of Monies

            	
              81

            
	
              Section
      6.14.

            	
              Events
      of Default; Trustee To Act; Appointment of Successor

            	
              81

            
	
              Section
      6.15.

            	
              Additional
      Remedies of Trustee Upon Event of Default

            	
              85

            
	
              Section
      6.16.

            	
              Waiver
      of Defaults

            	
              85

            
	
              Section
      6.17.

            	
              Notification
      to Holders

            	
              86

            
	
              Section
      6.18.

            	
              Directions
      by Certificateholders and Duties of Trustee During Event of
      Default

            	
              86

            
	
              Section
      6.19.

            	
              [Reserved]

            	
              86

            
	
              Section
      6.20.

            	
              Preparation
      of Tax Returns and Other Reports

            	
              86

            
	
              Section
      6.21.

            	
              Reporting
      to the Commission

            	
              87

            
	
              Section
      6.22.

            	
              Annual
      Statements of Compliance

            	
              93

            
	
              Section
      6.23.

            	
              Annual
      Assessments of Compliance

            	
              94

            
	
              Section
      6.24.

            	
              Accountant’s
      Attestation

            	
              95

            
	 	 
	
              ARTICLE
      VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
      FUND

            	
              97

            
	
              Section
      7.01.

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

            	
              97

            
	
              Section
      7.02.

            	
              Procedure
      Upon Redemption and Termination of Trust Fund.

            	
              98

            
	
              Section
      7.03.

            	
              Additional
      Trust Fund Termination Requirements

            	
              99

            
	 	 
	
              ARTICLE
      VIII RIGHTS OF CERTIFICATEHOLDERS

            	
              99

            
	
              Section
      8.01.

            	
              Limitation
      on Rights of Holders

            	
              99

            
	
              Section
      8.02.

            	
              Access
      to List of Holders

            	
              100

            
	
              Section
      8.03.

            	
              Acts
      of Holders of Certificates

            	
              101

            


    

     

     

    
      
        
        

      

      
        - ii
-

        
          

        

      

      
        
        

      

    

     

     

    
      	 
      	 
      	 
      
	
              ARTICLE
      IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
      SERVICER

            	
              102

            
	
              Section
      9.01.

            	
              Duties
      of the Master Servicer; Enforcement of Servicer's and Master Servicer's
      Obligations

            	
              102

            
	
              Section
      9.02

            	
              Assumption
      of Master Servicing by Trustee

            	
              104

            
	
              Section
      9.03.

            	
              Representations
      and Warranties of the Master Servicer

            	
              105

            
	
              Section
      9.04.

            	
              Compensation
      to the Master Servicer

            	
              107

            
	
              Section
      9.05.

            	
              Merger
      or Consolidation

            	
              107

            
	
              Section
      9.06.

            	
              Resignation
      of Master Servicer

            	
              107

            
	
              Section
      9.07.

            	
              Assignment
      or Delegation of Duties by the Master Servicer

            	
              108

            
	
              Section
      9.08.

            	
              Limitation
      on Liability of the Master Servicer and Others

            	
              108

            
	
              Section
      9.09.

            	
              Indemnification;
      Third Party Claims

            	
              109

            
	
              Section
      9.10.

            	
              Master
      Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
      Policy

            	
              109

            
	 	 
	
              ARTICLE
      X REMIC ADMINISTRATION

            	
              110

            
	
              Section
      10.01.

            	
              REMIC
      Administration

            	
              110

            
	
              Section
      10.02.

            	
              Prohibited
      Transactions and Activities

            	
              112

            
	
              Section
      10.03.

            	
              Indemnification
      with Respect to Prohibited Transactions or Loss of REMIC
      Status

            	
              113

            
	
              Section
      10.04.

            	
              REO
      Property

            	
              113

            
	 	 
	
              ARTICLE
      XI MISCELLANEOUS PROVISIONS

            	
              114

            
	
              Section
      11.01.

            	
              Binding
      Nature of Agreement; Assignment

            	
              114

            
	
              Section
      11.02.

            	
              Entire
      Agreement

            	
              114

            
	
              Section
      11.03.

            	
              Amendment

            	
              115

            
	
              Section
      11.04.

            	
              Voting
      Rights

            	
              116

            
	
              Section
      11.05.

            	
              Provision
      of Information

            	
              116

            
	
              Section
      11.06.

            	
              Governing
      Law

            	
              117

            
	
              Section
      11.07.

            	
              Notices

            	
              117

            
	
              Section
      11.08.

            	
              Severability
      of Provisions

            	
              117

            
	
              Section
      11.09.

            	
              Indulgences;
      No Waivers

            	
              117

            
	
              Section
      11.10.

            	
              Headings
      Not To Affect Interpretation

            	
              118

            
	
              Section
      11.11.

            	
              Benefits
      of Agreement

            	
              118

            
	
              Section
      11.12.

            	
              Special
      Notices to the Rating Agencies

            	
              118

            
	
              Section
      11.13.

            	
              Conflicts

            	
              119

            
	
              Section
      11.14.

            	
              Counterparts

            	
              119

            
	
              Section
      11.15

            	
              No
      Petitions

            	
              119

            
	
              Section
      11.16

            	
              Intention
      of the Parties and Interpretation; Indemnification

            	
              120

            
	 
      	 
      	 
      


    


    
      
         


      

      
        - iii
-

        
          

        

      

      
         


      

    


    


    
      	
              ATTACHMENTS

            
	
              Exhibit
      A

            	
              Forms
      of Certificates

            
	
              Exhibit
      B

            	
              Form
      of Residual Certificate Transfer Affidavit (Transferee)

            
	
              Exhibit
      C

            	
              Form
      of Residual Certificate Transfer Affidavit (Transferor)

            
	
              Exhibit
      D

            	
              Form
      of Custody Agreement

            
	
              Exhibit
      E

            	
              List
      of Servicing Agreements

            
	
              Exhibit
      F

            	
              List
      of Purchase Agreements

            
	
              Exhibit
      G

            	
              List
      of Limited Purpose Surety Bonds

            
	
              Exhibit
      H

            	
              Form
      of Rule 144A Transfer Certificate

            
	
              Exhibit
      I

            	
              Form
      of Purchaser’s Letter for Institutional Accredited
    Investors

            
	
              Exhibit
      J

            	
              Form
      of ERISA Transfer Affidavit

            
	
              Exhibit
      K

            	
              Form
      of Letter of Representations with the Depository Trust
    Company

            
	
              Exhibit
      L

            	
              Additional
      Disclosure Notification

            
	
              Exhibit
      M

            	
              Form
      of Annual Certification

            
	
              Exhibit
      N

            	
              Servicing
      Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
      O

            	
              Additional
      Form 10-D Disclosure

            
	
              Exhibit
      P

            	
              Additional
      Form 10-K Disclosure

            
	
              Exhibit
      Q

            	
              Additional
      Form 8-K Disclosure

            
	 
      	 
      
	
              Schedule
      A

            	
              Mortgage
      Loan Schedule

            


    

     

     

    
      
        
        

      

      
        - iv
-

        
          

        

      

      
        
        

      

    

    
 

    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”),
[                            ],
a national banking association, as trustee (the “Trustee”), and
[                     ],
in its dual capacities as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”) and acknowledged by RWT HOLDINGS,
INC., a Delaware corporation, as seller (the “Seller”), for purposes of Sections
2.04, 7.01(b) and 9.01(d).

     

    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 and in this Agreement and by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee herein, with
respect to the Mortgage Loans and the other property constituting the Trust
Fund, are for the benefit of the Holders from time to time of the
Certificates.  The Depositor, the Trustee, the Master Servicer and the
Securities Administrator are entering into this Agreement, and the Trustee is
accepting the Trust Fund created hereby, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.

     

    As
provided herein, the Securities Administrator shall elect that the Trust Fund
(exclusive of the Additional Collateral and the assets deposited in the Reserve
Fund (the “Excluded Trust Property”) be treated for federal income tax purposes
as comprising three real estate mortgage investment conduits (each, a “REMIC”
or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC,” and the
“Upper-Tier REMIC,” respectively).  Each Certificate, other than the
Class 1-AR Certificate and the Class LT-R Certificate, is hereby designated as a
regular interest in the Upper-Tier REMIC, as described herein.  In
addition, each of the LIBOR Certificates represents the right to receive
payments in respect of Net WAC Shortfalls from the Reserve Fund as provided in
Sections 5.02 and 5.06.  The owners of the Interest-Only Certificates
beneficially own the Reserve Fund.  The Class 1-AR Certificate
represents the sole class of residual interest in each of the Upper-Tier and
Middle-Tier REMICs.

     

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

     


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    The
Lower-Tier REMIC Interests

     

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

     

    
      	
              
                Lower-Tier

                REMIC
      Interest

                Designation

              

            	 	
              
                Interest
      Rate

              

            	 	
              
                Initial
      Class

                Principal
      Amount

              

            	 	
              
                Corresponding
      Pool or Corresponding Class of Certificates

              

            
	
              LT-Pool
      1

            	 	
              (1)

            	 	
              (7)

            	 	
              1

            
	
              LT-Pool
      1 PSA

            	 	
              (1)

            	 	
              (8)

            	 	
              1

            
	
              LT-Pool
      2

            	 	
              (2)

            	 	
              (7)

            	 	
              2

            
	
              LT-Pool
      2 PSA

            	 	
              (2)

            	 	
              (8)

            	 	
              2

            
	
              LT-Pool
      3

            	 	
              (3)

            	 	
              (7)

            	 	
              3

            
	
              LT-Pool
      3 PSA

            	 	
              (3)

            	 	
              (8)

            	 	
              3

            
	
              LT-Pool
      4

            	 	
              (4)

            	 	
              (7)

            	 	
              4

            
	
              LT-Pool
      4 PSA

            	 	
              (4)

            	 	
              (8)

            	 	
              4

            
	
              LT-Pool
      5

            	 	
              (5)

            	 	
              (7)

            	 	
              5

            
	
              LT-Pool
      5 PSA

            	 	
              (5)

            	 	
              (8)

            	 	
              5

            
	
              LT-R

            	 	
              (6)

            	 	
              (6)

            	 	
              Class
      LT-R

            
	 	 	 	 	 	 	 


    

    
      
        

      

    

    
      	
              (1)

            	
              The
      interest rate with respect to any Distribution Date (and the related
      Accrual Period) for each of these Lower-Tier Interests will be a per annum
      rate equal to the Pool 1 Net WAC.

            


    

     

    
      	
              (2)

            	
              The
      interest rate with respect to any Distribution Date (and the related
      Accrual Period) for each of these Lower-Tier Interests will be a per annum
      rate equal to the Pool 2 Net WAC.

            


    

     

    
      	
              (3)

            	
              The
      interest rate with respect to any Distribution Date (and the related
      Accrual Period) for each of these Lower-Tier Interests will be a per annum
      rate equal to the Pool 3 Net WAC.

            


    

     

    
      	
              (4)

            	
              The
      interest rate with respect to any Distribution Date (and the related
      Accrual Period) for each of these Lower-Tier Interests will be a per annum
      rate equal to the Pool 4 Net WAC.

            


    

     

    
      	
              (5)

            	
              The
      interest rate with respect to any Distribution Date (and the related
      Accrual Period) for each of these Lower-Tier Interests will be a per annum
      rate equal to the Pool 5 Net WAC.

            


    

     

    
      	
              (6)

            	
              The
      LT-R Interest is the sole class of residual interest in the Lower-Tier
      REMIC.  It does not have a principal balance and does not bear
      interest.

            


    

     

    
      	
              (7)

            	
              The
      Class Principal Amount with respect to any Distribution Date (and the
      related Accrual Period) for each of these Lower-Tier Interests will be an
      amount equal to the excess of (i) the Aggregate Stated Principal Balance
      of the Corresponding Pool over (ii) the Class Principal Amount of the
      Lower Tier Interest having “PSA” in its designation that corresponds to
      the same Mortgage Pool.

            


    

     

    
      	
              (8)

            	
              The
      Class Principal Amount with respect to any Distribution Date (and the
      related Accrual Period) for each of these Lower-Tier Interests will be an
      amount equal to one percent of the Pool Subordinate Amount of the
      Corresponding Pool.

            


    

     

    On each
Distribution Date, the Available Distribution Amount distributable as interest
shall be 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 among the related Lower-Tier Interests
based on the relative amounts of interest otherwise accrued for the related
Accrual Period on each such Lower-Tier Interest.

     


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    On each
Distribution Date, the remaining Available Distribution Amount shall be
distributed as principal on the Lower-Tier Interests as follows:

     

    
      	
               
      

            	
              (1)

            	
              first, from the
      remaining Available Distribution Amount for Pool 1, to the LT-Pool 1 PSA
      Interest until its Class Principal Amount equals one percent of the Pool
      Subordinate Amount for Pool 1 after such Distribution
  Date;

            


    

     

    
      	
               
      

            	
              (2)

            	
              second, from the
      remaining Available Distribution Amount for Pool 2, to the LT-Pool 2 PSA
      Interest until its Class Principal Amount equals one percent of the Pool
      Subordinate Amount for Pool 2 after such Distribution
  Date;

            


    

     

    
      	
               
      

            	
              (3)

            	
              third, from the
      remaining Available Distribution Amount for Pool 3, to the LT-Pool 3 PSA
      Interest until its Class Principal Amount equals one percent of the Pool
      Subordinate Amount for Pool 3 after such Distribution
  Date;

            


    

     

    
      	
               
      

            	
              (4)

            	
              fourth, from the
      remaining Available Distribution Amount for Pool 4, to the LT-Pool 4 PSA
      Interest until its Class Principal Amount equals one percent of the Pool
      Subordinate Amount for Pool 4 after such Distribution
  Date;

            


    

     

    
      	
               
      

            	
              (5)

            	
              fifth, from the
      remaining Available Distribution Amount for Pool 5, to the LT-Pool 5 PSA
      Interest until its Class Principal Amount equals one percent of the Pool
      Subordinate Amount for Pool 5 after such Distribution
  Date;

            


    

     

    
      	
               
      

            	
              (6)

            	
              sixth, to the LT-Pool 1
      PSA, LT-Pool 2 PSA, LT-Pool 3 PSA, LT-Pool 4 PSA or LT-Pool 5 PSA
      Interest, from the remaining Available Distribution Amount, the minimum
      amount necessary to cause the ratio of the Class Principal Amount of each
      such Lower-Tier REMIC Interest to the sum of the Class Principal Amounts
      of the other four such Lower-Tier REMIC Interests to equal the ratio of
      the Pool  Subordinate Amount related to such interest to the sum
      of the Pool Subordinate Amounts related to the other four Lower-Tier REMIC
      Interests immediately after such Distribution
  Date;

            


    

     

    
      	
               
      

            	
              (7)

            	
              seventh, from the
      remaining Available Distribution Amount for Pool 1, to the LT-Pool 1
      Interest, until its Class Principal Amount is reduced to
    zero;

            


    

     

    
      	
               
      

            	
              (8)

            	
              eighth, from the
      remaining Available Distribution Amount for Pool 2, to the LT-Pool 2
      Interest, until its Class Principal Amount is reduced to
    zero;

            


    

     

    
      	
               
      

            	
              (9)

            	
              ninth, from the
      remaining Available Distribution Amount for Pool 3, to the LT-Pool 3
      Interest, until its Class Principal Amount is reduced to
    zero;

            


    

     

    
      	
               
      

            	
              (10)

            	
              tenth, from the
      remaining Available Distribution Amount for Pool 4, to the LT-Pool 4
      Interest, until its Class Principal Amount is reduced to
    zero;

            


    

     

    
      	
               
      

            	
              (11)

            	
              eleventh, from the
      remaining Available Distribution Amount for Pool 5, to the LT-Pool 5
      Interest, until its Class Principal Amount is reduced to zero;
      and

            


    

     

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     


    
      	
               
      

            	
              (12)

            	
              finally, to the Class
      LT-R Interest, any remaining amounts (including any and all remaining
      amounts representing net gain, if any, from the sale of any REO Properties
      at a price in excess of the foreclosed balance of the related Mortgage
      Loan or other Liquidation Proceeds
realized).

            


    

     

    The
Middle-Tier REMIC Interests

     

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

     

    
      	
              
                Middle-Tier

                REMIC
      Interest

                Designation

              

            	 	
              
                 

                 Interest
      Rate

              

            	 	
              
                Initial
      Class

                Principal
      Amount

              

            	 	
              
                Corresponding
      Class of Certificate(s)

              

            
	
              MT-1A1

            	 	
              (1)

            	 	
              (3)

            	 	
              1-A1,
      1-AR, 1-XA

            
	
              MT-1A2

            	 	
              (1)

            	 	
              (3)

            	 	
              1-A2,
      1-XA

            
	
              MT-2A1

            	 	
              (2)

            	 	
              (3)

            	 	
              2-A1

            
	
              MT-2A2

            	 	
              (2)

            	 	
              (3)

            	 	
              2-A2

            
	
              MT-3A1

            	 	
              (2)

            	 	
              (3)

            	 	
              3-A1

            
	
              MT-3A2

            	 	
              (2)

            	 	
              (3)

            	 	
              3-A2

            
	
              MT-4A1

            	 	
              (2)

            	 	
              (3)

            	 	
              4-A1

            
	
              MT-4A2

            	 	
              (2)

            	 	
              (3)

            	 	
              4-A2

            
	
              MT-5A1

            	 	
              (2)

            	 	
              (3)

            	 	
              5-A1

            
	
              MT-5A2

            	 	
              (2)

            	 	
              (3)

            	 	
              5-A2

            
	
              MT-B1

            	 	
              (2)

            	 	
              (3)

            	 	
              1-B1

            
	
              MT-B2

            	 	
              (2)

            	 	
              (3)

            	 	
              1-B2

            
	
              MT-B3

            	 	
              (2)

            	 	
              (3)

            	 	
              1-B3

            
	
              MT-B4

            	 	
              (2)

            	 	
              (3)

            	 	
              1-B4

            
	
              MT-B5

            	 	
              (2)

            	 	
              (3)

            	 	
              1-B5

            
	
              MT-B6

            	 	
              (2)

            	 	
              (3)

            	 	
              1-B6

            
	
              MT-R

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            
	 	 	 	 	 	 	 


    

    
      

    

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              The
      interest rate with respect to any Distribution Date (and the related
      Accrual Period) for this Middle-Tier Interest will be a per annum rate
      equal to the rate on its Corresponding Class of
    Certificates.

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

            	
              The
      MT-R Interest is the sole class of residual interest in the Middle-Tier
      REMIC.  It does not have a principal balance and does not bear
      interest.

            


    

     

    On each
Distribution Date, the Available Distribution Amount distributable as interest
shall be distributed as interest with respect to the Middle-Tier Interests based
on the interest rates described above.  On each Distribution Date,
Interest Shortfalls shall be allocated among the related Middle-Tier Interests
based on the relative amounts of interest otherwise accrued for the related
Accrual Period on each such Middle-Tier Interest.

     


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


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

     

    
      	
               
      

            	
              (i)

            	
              first, to the
      Middle-Tier Interests with the letter “A” in their designation, pro rata,
      until their Class Principal Amounts equal the sum of the Class Principal
      Amounts of their Corresponding Class(es) of Certificates (other than any
      interest-only certificates);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              second, to the MT-1B1
      Interest until its Class Principal Amount equals the Class Principal
      Amount of the Class B1 Certificate;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              third, to the MT-1B2
      Interest until its Class Principal Amount equals the Class Principal
      Amount of the Class B2 Certificate;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              fourth, to the MT-1B3
      Interest until its Class Principal Amount equals the Class Principal
      Amount of the Class B3 Certificate;

            


    

     

    
      	
               
      

            	
              (v)

            	
              fifth, to the MT-1B4
      Interest until its Class Principal Amount equals the Class Principal
      Amount of the Class B4 Certificate;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              sixth, to the MT-1B5
      Interest until its Class Principal Amount equals the Class Principal
      Amount of the Class B5 Certificate;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              seventh, to the MT-1B6
      Interest until its Class Principal Amount equals the Class Principal
      Amount of the Class B6 Certificate;
and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              finally, to the MTR
      Interest, any remaining amounts.

            


    

     

    The
Certificates and the Upper-Tier REMIC

     

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

     

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              
                Class
      Designation

              

            	 	
              
                Certificate

                Interest
      Rate

              

            	 	
              
                Initial
      Class

                Class
      Principal Amount

              

            	 	
              
                Minimum

                Denominations
      or Percentage Interest

              

            
	
              Class
      1-A1

            	 	
              (1)

            	 	
              $

            	 	
              $

            
	
              Class
      1-A2

            	 	
              (2)

            	 	
              $

            	 	
              $

            
	
              Class
      1-AR

            	 	
              (3)

            	 	
              $

            	 	
              100%

            
	
              Class
      1-XA

            	 	
              (4)

            	 	
              (5)

            	 	
              100%

            
	
              Class
      2-A1

            	 	
              (6)

            	 	
              $

            	 	
              $

            
	
              Class
      2-A2

            	 	
              (6)

            	 	
              $

            	 	
              $

            
	
              Class
      3-A1

            	 	
              (7)

            	 	
              $

            	 	
              $

            
	
              Class
      3-A2

            	 	
              (7)

            	 	
              $

            	 	
              $

            
	
              Class
      4-A1

            	 	
              (8)

            	 	
              $

            	 	
              $

            
	
              Class
      4-A2

            	 	
              (8)

            	 	
              $

            	 	
              $

            
	
              Class
      5-A1

            	 	
              (9)

            	 	
              $

            	 	
              $

            
	
              Class
      5-A2

            	 	
              (9)

            	 	
              $

            	 	
              $

            
	
              Class
      B-1

            	 	
              (10)

            	 	
              $

            	 	
              $

            
	
              Class
      B-2

            	 	
              (10)

            	 	
              $

            	 	
              $

            
	
              Class
      B-3

            	 	
              (10)

            	 	
              $

            	 	
              $

            
	
              Class
      B-4

            	 	
              (10)

            	 	
              $

            	 	
              $

            
	
              Class
      B-5

            	 	
              (10)

            	 	
              $

            	 	
              $

            
	
              Class
      B-6

            	 	
              (10)

            	 	
              $

            	 	
              $

            
	
              Class
      LT-R

            	 	
              (11)

            	 	
              (11)

            	 	
              100%

            
	 	 	 	 	 	 	 


    

    
      
        

      

    

    
      	
              (1)

            	
              The
      Certificate Interest Rate with respect to any Distribution Date (and the
      related Accrual Period) for the Class 1-A1 Certificates is the per annum
      rate equal to the least of (i) One-Month LIBOR plus 0.[__] %, (ii) the
      Pool 1 Net WAC and (iii) [     ]%; provided, however, that
      if the Holder of the Class LT-R Certificate does not exercise the option
      to redeem the Certificates on or prior to the Group 1 Step-Up Date, then
      the per annum rate calculated pursuant to clause (i) above with respect to
      the Class 1-A1 Certificates will be One-Month LIBOR plus
      [   ]% on the Distribution Date immediately following the
      Group 1 Step-Up Date and for all Distribution Dates
      thereafter.

            


    

     

    
      	
              (2)

            	
              The
      Certificate Interest Rate with respect to any Distribution Date (and the
      related Accrual Period) for the Class 1-A2 Certificates is the per annum
      rate equal to the least of (i) One-Month LIBOR plus [   ]%,
      (ii) the Pool 1 Net WAC and (iii) [   ]%; provided, however, that
      if the Holder of the Class LT-R Certificate does not exercise the option
      to redeem the Certificates on or prior to the Group 1 Step-Up Date, then
      the per annum rate calculated pursuant to clause (i) above with respect to
      the Class 1-A2 Certificates will be One-Month LIBOR plus
      [   ]% on the Distribution Date immediately following the
      Group 1 Step-Up Date and for all Distribution Dates
      thereafter.

            


    

     

    
      	
              (3)

            	
              The Certificate Interest Rate
      with respect to any Distribution Date (and the related Accrual Period) for
      the Class 1-AR Certificates will equal the
      Pool 1 Net
      WAC.

            


    

     

    
      	
              (4)

            	
              The
      Certificate Interest Rate with respect to any Distribution Date (and the
      related Accrual Period) for the Class 1-XA Certificates will be a per
      annum rate equal to the excess, if any, of the Pool 1 Net WAC over the
      weighted average of the Certificate Interest Rates of the Class 1-A1 and
      Class 1-A2 Certificates (adjusted on the basis of a 360-day year
      consisting of twelve 30-day months), weighted on the basis of their
      respective Class Principal Amounts.

            


    

     

    
      	
              (5)

            	
              The
      Class 1-XA Certificate is an interest only Certificate and for any
      Distribution Date the Class Notional Amount of the Class 1-XA Certificates
      is equal to the aggregate of the Class Principal Amounts of the Class 1-A1
      and Class 1-A2 Certificates immediately before such Distribution
      Date.  The initial Class Notional Amount of the Class 1-XA
      Certificates is
$[   ].

            


    

     


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    
      	
              (6)

            	
              The
      Certificate Interest Rate with respect to any Distribution Date (and the
      related Accrual Period) for the Class 2-A1 and Class 2-A2 Certificates
      will equal the Pool 2 Net WAC.

            


    

     

    
      	
              (7)

            	
              The
      Certificate Interest Rate with respect to any Distribution Date (and the
      related Accrual Period) for the Class 3-A1 and Class 3-A2 Certificates
      will equal the Pool 3 Net WAC.

            


    

     

    
      	
              (8)

            	
              The
      Certificate Interest Rate with respect to any Distribution Date (and the
      related Accrual Period) for the Class 4-A1 and Class 4-A2 Certificates
      will equal the Pool 4 Net WAC.

            


    

     

    
      	
              (9)

            	
              The
      Certificate Interest Rate with respect to any Distribution Date (and the
      related Accrual Period) for the Class 5-A1 and Class 5-A2 Certificates
      will equal the Pool 5 Net WAC.

            


    

     

    
      	
              (10)

            	
              The
      Certificate Interest Rates with respect to any Distribution Date (and the
      related Accrual Period) for the Class B-1, Class B-2, Class B-3, Class
      B-4, Class B-5 and Class B-6 Certificates will equal the Subordinate Net
      WAC.

            


    

     

    
      	
              (11)

            	
              The
      Class LT-R Certificate does not have a Certificate Interest Rate or a
      Class Principal Amount.

            


    

     

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

     

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

     

    Accountant’s
Attestation:  As defined in Section 6.24.

     

    Accrual
Period:  With respect to any Distribution Date and any Class of
LIBOR Certificates, the period commencing on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, on the
Closing Date) and ending on the day immediately preceding the current
Distribution Date.  The Accrual Period applicable to the remaining
Classes of Certificates and to each Lower-Tier Interest is the calendar month
preceding the month in which the Distribution Date occurs.  Interest
shall accrue on all Classes of Certificates and on all Lower-Tier Interests
(other than the LIBOR Certificates, the LT-Pool 1 and LT-Pool 1 PSA Interests,
and the MT-1A1 and MT-1A2 Interests) on the basis of a 360-day year consisting
of twelve 30-day months, and interest shall accrue on the LIBOR Certificates,
the LT-Pool 1 and LT-Pool 1
PSA Interests, and the MT-1A1 and MT-1A2 Interests) on the basis of a 360-day
year and the actual number of days elapsed in the related Accrual
Period.

     

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    Acknowledgements:  The
Assignment, Assumption and Recognition Agreements, each dated ___________ __,
20__, assigning rights under the Purchase Agreements and the Servicing
Agreements from the Seller to the Depositor and from the Depositor to the
Trustee, for the benefit of the Certificateholders.

     

    Additional
Collateral:  With respect to any Additional Collateral Mortgage
Loan, the marketable securities and other acceptable collateral pledged as
collateral pursuant to the related pledge agreements.

     

    Additional Collateral
Mortgage Loan:  Each Mortgage Loan identified as such in the
Mortgage Loan Schedule.

     

    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, who Services 10% or more of the
Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage
Loans, annually at the commencement of the calendar year prior to the year in
which an Item 1123 Certificate is required to be delivered).  For
clarification purposes, the Master Servicer and the Securities Administrator are
Additional Servicers.

     

    Adjustment
Date:  As to any Mortgage Loan, the date on which the related
Mortgage Rate adjusts in accordance with the terms of the related Mortgage
Note.

     

    Advance:  With
respect to a Mortgage Loan, the payments required to be made by the Master
Servicer or the applicable Servicer with respect to any Distribution Date
pursuant to this Agreement or the Servicing Agreements, as applicable, the
amount of any such payment being equal to the aggregate of the payments of
principal and interest (net of the Master Servicing Fee and/or the applicable
Servicing Fee and net of any net income in the case of any REO Property) on the
Mortgage Loans that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount
of any such delinquent payments that the Master Servicer or the Servicers have
determined would constitute Nonrecoverable Advances if advanced.

     

    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.

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

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

     

    Aggregate Senior
Percentage:  As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the Class
Principal Amounts of the Class 1-A1, Class 1-A2, Class 1-AR, Class 2-A1, Class
2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1 and Class 5-A2
Certificates and the denominator of which is the Aggregate Stated Principal
Balance for such date, but in no event greater than 100%.

     

    Aggregate Stated Principal
Balance:  As to any Distribution Date, the aggregate of the
Stated Principal Balances for all Mortgage Loans (and when such term is used
with respect to a particular Mortgage Pool, the aggregate of the Stated
Principal Balances of the Mortgage Loans in such Mortgage Pool) which were
outstanding on the Due Date in the month preceding the month of such
Distribution Date.

     

    Aggregate Subordinate
Percentage:  As to any Distribution Date, the excess of 100%
over the Aggregate Senior Percentage for such Distribution Date, but in no event
less than zero.

     

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

     

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

     

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

     

    Apportioned Principal
Balance:  As to any Distribution Date and each Class of
Subordinate Certificates, the Class Principal Amount thereof immediately prior
to that Distribution Date, multiplied by a fraction, the numerator of which is
the applicable Pool Subordinate Amount (i.e., the Pool 1 Subordinate
Amount, the Pool 2 Subordinate Amount, the Pool 3 Subordinate Amount, the Pool 4
Subordinate Amount or the Pool 5 Subordinate Amount, as the case may require),
and the denominator of which is the sum of the Pool Subordinate Amounts, in each
case, on such date.

     

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

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Available Distribution
Amount:  With respect to any Distribution Date and each
Mortgage Pool, the total amount of all cash, including that portion of the
Redemption Price (if applicable) received by the Master Servicer or the
Securities Administrator in respect of the Mortgage Loans in such Mortgage Pool
from each Servicer or otherwise through the Distribution Account Deposit Date
for deposit into the Distribution Account in respect of such Distribution Date,
including (1) all scheduled installments of interest (net of the related
Servicing Fees and Master Servicing Fees) and principal collected on the related
Mortgage Loans and due during the Due Period related to such Distribution Date,
together with any Advances in respect thereof, (2) all Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and the proceeds of any Additional
Collateral from the related Mortgage Loans, in each case for such Distribution
Date, (3) all partial or full Principal Prepayments, together with any accrued
interest thereon, identified as having been received from the related Mortgage
Loans during the related Prepayment Period, (4) any amounts paid by the Master
Servicer and/or received from the Servicers in respect of Prepayment Interest
Shortfalls with respect to the related Mortgage Loans; and (5) the aggregate
Purchase Price of all Defective Mortgage Loans in such Mortgage Pool purchased
from the Trust Fund during the related Prepayment Period, minus:

     

    (A)           an
amount equal to the product of (a) the applicable Pool Percentage and (b) the
sum of (i) all related fees, charges and other amounts (other than the Master
Servicing Fees) payable or reimbursable to the Master Servicer, the Securities
Administrator and the Trustee under this Agreement (subject to an aggregate
maximum amount of $[         ]
annually (per year from the Closing Date to the first anniversary of the Closing
Date and each subsequent anniversary year thereafter) to be paid to such parties
collectively, whether from collections from Pool 1, Pool 2, Pool 3, Pool 4 or
Pool 5, in the order claims for payment of such amounts are received by the
Securities Administrator, provided, however, that if a claim is presented for an
amount  that, when combined with the amount of prior claims
paid during that year, would exceed
$[       ], then only a portion of such claim
will be paid that will make the total amount paid during that year equal to
$[             ]
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
$[          ] 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 between
the Master Servicer and the Securities Administrator, on the one hand, and the
Trustee on the other hand, in proportion to the aggregate amount of deferred
claims submitted by such group as of the last day of the prior year, and (ii)
all charges and other amounts payable to the Servicers under the Servicing
Agreements;

     

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    (B)           in
the case of (2), (3), (4) and (5) above, with respect to the related Mortgage
Loans, any related unreimbursed expenses incurred by the related Servicers in
connection with a liquidation or foreclosure and any unreimbursed Advances or
Servicer Advances due to the Master Servicer or the related
Servicers;

     

    (C)           with
respect to the related Mortgage Loans, any related unreimbursed Nonrecoverable
Advances due to the Master Servicer or the Servicers; and

     

    (D)           in
the case of (1) through (4) above, with respect to the related Mortgage Loans,
any related amounts collected which are determined to be attributable to a
subsequent Due Period or Prepayment Period.

     

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

     

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

     

    Bankruptcy
Code:  The United States Bankruptcy Code of 1986, as
amended.

     

    BBA:  The
British Banker’s Association.

     

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

     

    Book-Entry
Certificates:  Beneficial interests in Certificates designated
as “Book-Entry Certificates” in this Agreement, ownership and transfers of which
shall be evidenced or made through book entries by a Clearing Agency as
described in Section 3.09; provided, that after the occurrence
of a Book-Entry Termination whereupon book-entry registration and transfer are
no longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.”  As of the Closing Date, the following Classes of
Certificates constitute Book-Entry Certificates:  Class 1-A1, Class
1-A2, Class 1-XA, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1,
Class 4-A2, Class 5-A1, Class 5-A2, Class B-1, Class B-2 and Class
B-3.

     

    
      
        
        

      

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

     

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

     

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

     

    Certificate
Group:  Each of the Group 1 Certificates, the Group 2
Certificates, the Group 3 Certificates, the Group 4 Certificates and the Group 5
Certificates.

     

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

     

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

     

    Certificate Principal
Amount:  With respect to any Certificate (other than an
Interest-Only Certificate), at the time of determination, 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) all Realized Losses allocated to such Certificate; provided, however, that on
any Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Certificate then outstanding to which a
Realized Loss amount has been applied will be increased sequentially, in order
of seniority, by an amount equal to the lesser of (A) the Realized Loss amount
previously allocated to that Certificate and (B) any Subsequent Recovery
allocable to such Certificate after application (for this purpose) to more
senior Classes of Certificates pursuant to this Agreement and (iii) in the
case of a Subordinate Certificate, any Subordinate Certificate Writedown Amount
allocated to such Certificates.  For purposes of Article V hereof,
unless specifically provided to the contrary, Certificate Principal Amounts
shall be determined as of the close of business of the immediately preceding
Distribution Date, after giving effect to all distributions made on such
date.  Interest-Only Certificates, if applicable, are issued without
Certificate Principal Amounts.

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    Class 1-AR
Certificate:  The Class 1-AR Certificate executed by the
Trustee, and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A, and evidencing the
ownership of the sole residual interest in each of the Middle-Tier and
Upper-Tier REMICs.

     

    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 any Class of Interest-Only
Certificates, the applicable class notional amount calculated as provided in the
Preliminary Statement to this Agreement.

     

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

     

    Class 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 immediately prior to such Distribution
Date by the aggregate of the Class Principal Amounts of all Classes of
Certificates immediately prior to such Distribution Date.

     

    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:  __________ __, 20__.

     

    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.

     

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

     

    Commission:  U.S.
Securities and Exchange Commission.

     

    Compensating Interest
Payment:  As to any Distribution Date, the lesser of (1) the
Master Servicing Fee for such date and (2) any Prepayment Interest Shortfall for
such date.

     

    Component:  Not
applicable.

     

    Component Interest
Rate:  Not applicable.

     

    Component Notional
Amount:  Not applicable.

     

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

     

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

     

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

     

    Cooperative
Shares:  Shares issued by a Cooperative
Corporation.

     

    Corporate Trust
Office:  With respect to the Trustee, the principal corporate
trust office of the Trustee located at
[                 ,
Attention: Trustee Sequoia Mortgage Trust 20__-_], 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,
[                   ,
Attention: Sequoia Mortgage Trust 20__-_].

     

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

     


    
      
         


      

      
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    Credit Support Depletion
Date:  The first Distribution Date, if any, on which the
aggregate of the Class Principal Amounts 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
immediately prior to such Distribution Date.

     

    Custodian:  A
Person who is at anytime appointed by the Trustee and the Depositor as a
custodian of all or a portion of the Mortgage Documents and the related Trustee
Mortgage Files and listed on the Mortgage Loan Schedule as the Custodian of such
Mortgage Documents and related Trustee Mortgage Files.  The initial
Custodian is
[                        ].

     

    Custody Agreement:
The Custody Agreement, dated as of ____________ __, 20__, among the Depositor,
the Seller, the Trustee and
[           , as
Custodian].  A copy of the Custody Agreement is attached hereto as
Exhibit D.

     

    Cut-off
Date:  ____________ __, 20__.

     

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

     

    Defective Mortgage
Loan:  The meaning specified in Section 2.04.

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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    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 Trustee and the Certificateholders for the uses and purposes
set forth in this Agreement.

     

    Distribution Account Deposit
Date:  The 18th day of each calendar month after the initial
issuance of the Certificates or, if such 18th day is not a Business Day, the
immediately preceding Business Day, commencing in ___________ 20__.

     

    Distribution
Date:  The 20th day of each month or, if such 20th day is not a
Business Day, the next succeeding Business Day, commencing in ___________
20__.

     

    Distribution Date
Statement:  As defined in Section 4.04.

     

    Document Transfer
Event:  The day on which (i)
[                    ]
or any successor thereto is no longer a Servicer of any of the Mortgage Loans,
(ii) the senior, unsecured long-term debt rating of
[                ]
is less than “BBB-” by Fitch or (iii) any Rating Agency requires such Servicer
to deliver the Retained Mortgage Files to the Custodian.

     

    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.

     

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

     

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

     

    Eligible
Account:  Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution or trust
company, acting in its fiduciary capacity or (iii) any other account acceptable
to each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee,
the Paying Agent, the Securities Administrator or the Master
Servicer.  If the depository institution or trust company that
maintains the account or accounts receives a downgrade in its rating such that
it is no longer
acceptable to the Rating Agencies, the funds on deposit therewith in connection
with this transaction shall be transferred to an Eligible Account within 30 days
of such downgrade.

     

    
      
        
        

      

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

     

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

     

    ERISA-Restricted
Certificate:  The Class 1-AR, Class LT-R, Class B-4, Class B-5
or Class B-6 Certificates, any Retained Certificates until such Retained
Certificates have been subject to an ERISA-Qualifying Underwriting and any
Certificate that does not satisfy the applicable rating requirement under the
Underwriter’s Exemption.

     

    ERISA-Restricted Purchase
Option Certificate:  Any Certificate other than an
ERISA-Restricted Certificate.

     

    Escrow
Account:  As defined in Section 1 of each Servicing
Agreement.

     

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

     

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

     

    Excluded Trust
Property:  As defined in the Preliminary
Statement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Group
1:  All of the Group 1 Certificates.

     

    Group 1
Certificate:  Any Class 1-A1, Class 1-A2, Class 1-XA or Class
1-AR Certificate.

     

    Group 1 Step-Up
Date:  The Distribution Date on which the then Aggregate Stated
Principal Balance of the Mortgage Loans is equal to or less than 5% of the
Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.

     

    
      
        
        

      

      
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    Group
2:  All of the Group 2 Certificates.

     

    Group 2
Certificate:  Any Class 2-A1 or Class 2-A2
Certificate.

     

    Group
3:  All of the Group 3 Certificates.

     

    Group 3
Certificate:  Any Class 3-A1 or Class 3-A2
Certificate.

     

    Group
4:  All of the Group 4 Certificates.

     

    Group 4
Certificate:  Any Class 4-A1 or Class 4-A2
Certificate.

     

    Group
5:  All of the Group 5 Certificates.

     

    Group 5
Certificate:  Any Class 5-A1 or Class 5-A2
Certificate.

     

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

     

    Index:  As
to each Mortgage Loan, the index from time to time in effect for adjustment of
the Mortgage Rate as set forth as such on the related Mortgage
Note.

     

    Initial One-Month LIBOR
Rate:  [    ]%.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Interest Distribution
Amount:  For each Class of Certificates on any Distribution
Date, the Current Interest for such Class as reduced by such Class’s share of
Net Prepayment Interest Shortfalls and Relief Act Shortfalls.  Any
such shortfalls and reductions shall be allocated among (i) the Senior
Certificates of a Certificate Group, proportionately based on the amount of Net
Prepayment Interest Shortfalls and Relief Act Shortfalls experienced by the
related Mortgage Pool and related Current Interest otherwise distributable
thereon on such Distribution Date and (ii) the Subordinate Certificates, the
amount of Net Prepayment Interest Shortfalls and Relief Act Shortfalls
experienced by all the Mortgage Loans and interest accrued on their Apportioned
Principal Balances before taking into account any reductions in such amounts
from shortfalls for that Distribution Date.

     

    Interest-Only
Certificates:  The Class 1-XA Certificates.

     

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

     

    Interest Transfer
Amount:  With respect to any Distribution Date and for any
Undercollateralized Group, an amount equal to one month’s interest on the
applicable Principal Transfer Amount at the Pool 1 Net WAC (if Pool 1 is an
Undercollateralized Group), the Pool 2 Net WAC (if Pool 2 is an
Undercollateralized Group), the Pool 3 Net WAC (if Pool 3 is an
Undercollateralized Group), the Pool 4 Net WAC (if Pool 4 is an
Undercollateralized Group) or the Pool 5 Net WAC (if Pool 5 is an
Undercollateralized Group), plus any interest accrued on such
Undercollateralized Group remaining unpaid from prior Distribution
Dates.

     

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

     

    Item 1123
Certificate:  As defined in Section 6.22.

     

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

     

    LIBOR Business
Day:  Any day on which banks in London, England and The City of
New York are open and conducting transactions in foreign currency and
exchange.

     

    
      
        
        

      

      
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    LIBOR
Certificate:  Any Class 1-A1 or Class 1-A2
Certificate.

     

    LIBOR Determination
Date:  With respect to each Class of LIBOR Certificates and any
Distribution Date, the second LIBOR Business Day immediately preceding the
commencement of the Accrual Period related to such Distribution
Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Margin:  As
to each Mortgage Loan, the percentage amount set forth on the related Mortgage
Note added to the Index in calculating the Mortgage Rate thereon.

     

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

     

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

     

    Master Servicing Fee
Rate:  [      ]% per
annum.

     

    Maximum
Rate:  As to any Mortgage Loan, the maximum rate set forth on
the related Mortgage Note at which interest can accrue on such Mortgage
Loan.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    Mortgage:  A
mortgage, deed of trust or other instrument encumbering a fee simple interest in
real property securing a Mortgage Note, together with improvements
thereto.

     

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

     

    Mortgage
Loan:  A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned
to or deposited with the Trustee pursuant to Section 2.01 (including any
Replacement 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 ____________ __, 20__, 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 Servicer from time to time to reflect the addition of
Replacement Mortgage Loans to, or the deletion of Deleted Mortgage Loans from,
the Trust Fund.  Such schedule shall, among other things (i) designate
the Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate
(and the rate of any subservicing fee, if applicable); (ii) identify the
designated Mortgage Pool in which such Mortgage Loan is included; (iii)
separately identify the Mortgage Loans with Mortgage Rates that adjust based on
the one-month LIBOR index, six-month LIBOR index, one-year LIBOR index and
one-year CMT index; (iv) separately identify Additional Collateral Mortgage
Loans; and (v) designate the rate of any lender-paid Primary Mortgage Insurance
Policy.

     

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

     

    Mortgage
Pool:  Each of Pool 1, Pool 2, Pool 3, Pool 4 and Pool
5.

     


    
      
         


      

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

     

    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.

     

    Mortgagor:  The
obligor on a Mortgage Note.

     

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

     

    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, Servicer Advances, related Servicing Fees and/or
Master Servicing Fees and any other accrued and unpaid servicing fees received
and retained in connection with the liquidation of such Mortgage Loan or
Mortgaged Property.

     

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

     

    Net Prepayment Interest
Shortfall:  With respect to any Mortgage Loan and any
Distribution Date, the amount by which any Prepayment Interest Shortfall for the
related Due Period exceeds the amount of Compensating Interest Payment paid by
the Master Servicer and related amounts paid by the applicable Servicer in
respect of such shortfall for such Due Period.

     

     

    Net WAC
Shortfall:  For any Class of LIBOR Certificates and any
Distribution Date, the sum of:

     

    
      	
               
      

            	
              (i)

            	
              the
      excess, if any, of the amount that would have been the Current Interest
      for such Class if the Certificate Interest Rate for such Class were
      calculated without regard to clause (ii) in the definition thereof, over
      the actual Current Interest for such Class for such Distribution
      Date;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      excess described in clause (i) above remaining unpaid from prior
      Distribution Dates; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              interest
      for the applicable Accrual Period on the amount described in clause (ii)
      above based on the applicable Certificate Interest Rate (determined
      without regard to clause (ii) in the definition
  thereof).

            


    

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    One-Month
LIBOR:  With respect to the first Accrual Period, the Initial
One-Month LIBOR Rate.  With respect to each subsequent Accrual Period,
a per annum rate determined on the LIBOR Determination Date for the LIBOR
Certificates in the following manner by the Securities Administrator on the
basis of the “Interest Settlement Rate” set by the BBA for one-month United
States dollar deposits (1) as such rates appear on the Reuters screen “LIBOR01”
as of 11:00 a.m. (London time) on such LIBOR Determination Date or (2) if such
rate does not appear on the Reuters screen “LIBOR01” as of 11:00 a.m. (London
time), the Securities Administrator will obtain such rate from the Bloomberg
L.P. page “US0001M.”

     

    (a)           If
neither such offered rate is published for such LIBOR Determination Date,
One-Month LIBOR for such date will be the most recently published Interest
Settlement Rate.  In the event that the BBA no longer sets an Interest
Settlement Rate, the Securities Administrator will designate an alternative
index that has performed, or that the Securities Administrator expects to
perform, in a manner substantially similar to the BBA’s Interest Settlement
Rate.  The Securities Administrator will select a particular index as
the alternative index only if it receives an Opinion of Counsel, which opinion
shall be an expense reimbursed from the Distribution Account, that the selection
of such index will not cause any of the REMICs to lose their classification as
REMICs for federal income tax purposes.

     

    (b)           The
establishment of One-Month LIBOR by the Securities Administrator and the
Securities Administrator’s subsequent calculation of the Certificate Interest
Rate applicable
to the LIBOR Certificates for the relevant Accrual Period, in the absence of
manifest error, will be final and binding.

     

    
      
        
        

      

      
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    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 the Employee Retirement Income Security Act of
1974, as amended (“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

            	
              [   ]%

            
	
              Class
      B-6

            	
              [   ]%

            


    

     

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

     

    Overcollateralized
Group:  On any Distribution Date, the Certificate Group which
is not an Undercollateralized Group.

     

    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 1-AR and 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 1-AR and the Class LT-R Certificates, the Percentage Interest
evidenced thereby shall be as specified on the face thereof, or otherwise, be
equal to 100%.  With respect to an Interest-Only Certificate, the
Percentage Interest evidenced thereby shall equal its initial Notional Amount as
set forth on the face thereof divided by the initial Class Notional Amount of
such Class.

     

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

     

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

     


    
      
         


      

      
        - 24
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    (ii)    general
obligations of or obligations guaranteed by any state of the United States or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as shall not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
        - 25
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    (ix)           interests
in any money market fund which at the date of acquisition of the interests in
such fund and throughout the time such interests are held in such fund has the
highest applicable rating by each Rating Agency rating such fund or such lower
rating as shall not result in a change in the rating then assigned to the
Certificates by each Rating Agency as evidenced by a signed writing delivered by
each Rating Agency, including funds for which the Trustee, the Master Servicer,
the Securities Administrator or any of its Affiliates is investment manager or
adviser;

     

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

     

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

     

    provided,
that no such instrument shall be a Permitted Investment if (i) such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) such instrument would require the
Depositor to register as an investment company under the Investment Company Act
of 1940, as amended or (iii) the rating of such instrument contains a “t” or “r”
notation therein; provided further, that for all Eligible Investments rated at
least “A1/A+” (short/long) by S&P that have terms greater than 60 days, in
the event of a downgrade of such Eligible Investment below “A1” (or “A+” if no
short term rating) such Eligible Investment shall be removed and transferred to
another Eligible Investment within 60 days of such downgrade.

    


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

     

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

     

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

     

    Pool
1:  The aggregate of Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 1.

     

    Pool 1 Mortgage
Loan:  Any Mortgage Loan in Pool 1.

     


    
      
         


      

      
        - 26
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    Pool 1 Net
WAC:  With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal
Balances.

     

    Pool 1 Subordinate
Amount:  For any Distribution Date, the excess of the Aggregate
Stated Principal Balance of the Pool 1 Mortgage Loans over the aggregate of the
Class Principal Amounts of the Class 1-A1, Class 1-A2 and Class 1-AR
Certificates immediately before such Distribution Date.

     

    Pool
2:  The aggregate of Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 2.

     

    Pool 2 Mortgage
Loan:  Any Mortgage Loan in Pool 2.

     

    Pool 2 Net
WAC:  With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal
Balances.

     

    Pool 2 Subordinate
Amount:  For any Distribution Date, the excess of the Aggregate
Stated Principal Balance of the Pool 2 Mortgage Loans over the aggregate of the
Class Principal Amounts of the Class 2-A1 and Class 2-A2 Certificates
immediately before such Distribution Date.

     

    Pool
3:  The aggregate of Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 3.

     

    Pool 3 Mortgage
Loan:  Any Mortgage Loan in Pool 3.

     

    Pool 3 Net
WAC:  With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 3 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal
Balances.

     

    Pool 3 Subordinate
Amount:  For any Distribution Date, the excess of the Aggregate
Stated Principal Balance of the Pool 3 Mortgage Loans over the aggregate of the
Class Principal Amounts of the Class 3-A1 and Class 3-A2 Certificates
immediately before such Distribution Date.

     

    Pool
4:  The aggregate of Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 4.

     

    Pool 4 Mortgage
Loan:  Any Mortgage Loan in Pool 4.

     

    Pool 4 Net
WAC:  With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 4 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal
Balances.

     


    
      
         


      

      
        - 27
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    Pool 4 Subordinate
Amount:  For any Distribution Date, the excess of the Aggregate
Stated Principal Balance of the Pool 4 Mortgage Loans over the aggregate of the
Class Principal Amounts of the Class 4-A1 and Class 4-A2 Certificates
immediately before such Distribution Date.

     

    Pool
5:  The aggregate of Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 5.

     

    Pool 5 Mortgage
Loan:  Any Mortgage Loan in Pool 5.

     

    Pool 5 Net
WAC:  With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 5 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal
Balances.

     

    Pool 5 Subordinate
Amount:  For any Distribution Date, the excess of the Aggregate
Stated Principal Balance of the Pool 5 Mortgage Loans over the aggregate of the
Class Principal Amounts of the Class 5-A1 and Class 5-A2 Certificates
immediately before such Distribution Date.

     

    Pool
Percentage:  With respect to each Mortgage Pool and any
Distribution Date, a fraction, expressed as a percentage, the numerator of which
is the Aggregate Stated Principal Balance of such Mortgage Pool, and the
denominator of which is the sum of the Aggregate Stated Principal Balances of
all of the Mortgage Pools as of such Due Date.

     

    Pool Subordinate
Amount:  Any of the Pool 1 Subordinate Amount, the Pool 2
Subordinate Amount, the Pool 3 Subordinate Amount, the Pool 4 Subordinate Amount
or the Pool 5 Subordinate Amount.

     

    Prepayment Interest
Shortfall:  With respect to any full or partial Principal
Prepayment of a Mortgage Loan, the excess, if any, of (i) one full month’s
interest at the applicable Mortgage Rate on the Stated Principal Balance of such
Mortgage Loan immediately prior to such Principal Prepayment over (ii) the
amount of interest actually received with respect to such Mortgage Loan in
connection with such Principal Prepayment.

     

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

     

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

     

    Principal Distribution
Amount:  With respect to any Mortgage Pool and any Distribution
Date, the sum of (a) each Scheduled Payment of principal collected or advanced
on the related Mortgage Loans (before taking into account any Deficient
Valuations or Debt Service Reductions) and due during the related Due Period,
(b) that portion of the Purchase Price representing principal of any Mortgage
Loans in such Mortgage Pool purchased in accordance with Section 2.04 hereof and
received during the related Prepayment Period, (c) the principal portion of any
related Substitution Amount received during the related Prepayment Period, (d)
any
Subsequent Recoveries and the principal portion of all Insurance Proceeds
received during the related Prepayment Period with respect to Mortgage Loans in
such Mortgage Pool that are not yet Liquidated Mortgage Loans, (e) the principal
portion of all Net Liquidation Proceeds received during the related Prepayment
Period with respect to Liquidated Mortgage Loans in such Mortgage Pool, (f) the
principal portion of the proceeds of any Additional Collateral with respect to
the Mortgage Loans in such Mortgage Pool, (g) the principal portion of all
partial and full principal prepayments of Mortgage Loans in such Mortgage Pool
applied by the Servicers during the related Prepayment Period and (h) on the
Distribution Date on which the Trust Fund is to be terminated pursuant to
Article X hereof, that portion of the Redemption Price in respect of principal
for such Mortgage Pool.

     

    
      
        
        

      

      
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    Principal
Prepayment:  Any Mortgagor payment of principal or other
recovery of principal on a Mortgage Loan that is recognized as having been
received or recovered in advance of its scheduled Due Date and applied to reduce
the principal balance of the Mortgage Loan in accordance with the terms of the
Mortgage Note or the Servicing Agreement.

     

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

     

    Principal Transfer
Amount:  For any Distribution Date and for any
Undercollateralized Group, the excess, if any, of the aggregate of the Class
Principal Amounts of the Senior Certificates related to such Undercollateralized
Group immediately prior to such Distribution Date, over the Aggregate Stated
Principal Balance of the Mortgage Pool related to such Undercollateralized Group
immediately prior to such Distribution Date.

     

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

     

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

     

    Prospectus:  The
prospectus supplement dated _________ __, 20__ and the accompanying prospectus
dated _________ __, 20__, relating to the Class [   ], Class
[   ] and Class [   ] Certificates, together with
any supplement thereto.

     

    Purchase Agreement:
Each mortgage purchase agreement listed in Exhibit F hereto, as each such
agreement has been modified by the related Acknowledgement.

     

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

     

    
      
        
        

      

      
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    Rapid Prepayment
Conditions:  As to any Distribution Date, if (1) the Aggregate
Subordinate Percentage on such date is less than 200% of the Aggregate
Subordinate Percentage on the Closing Date; or (2) the outstanding Stated
Principal Balance of the Mortgage Loans in any Mortgage Pool that are 60 days or
more Delinquent (including such Mortgage Loans in REO, foreclosure and
bankruptcy status) (averaged over the preceding six month period), as a
percentage of the Pool Subordinate Amount of such Mortgage Pool, is greater than
or equal to 50%.

     

    Rating
Agency:  Each of Moody’s and S&P.

     

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

     

    Record
Date:  As to any Distribution Date (i) with respect to the
LIBOR Certificates, the last Business Day preceding such Distribution Date
unless such Certificates shall no longer be Book-Entry Certificates, in which
case the Record Date shall be the last Business Day of the month preceding the
month of such Distribution Date and (ii) in the case of all other Certificates
(including LIBOR Certificates that are subsequently reissued as Definitive
Certificates), the last Business Day of the month preceding the month of each
Distribution Date (or the Closing Date, in the case of the first Distribution
Date).

     

    Redemption
Price:  With respect to each Class of Certificates, an amount
equal to 100% of the related Class Principal Amount of such Certificates,
together with interest on such amount at the applicable Certificate Interest
Rate through the related Accrual Period (excluding the amount of any unpaid Net
WAC Shortfalls with respect to the LIBOR Certificates), and including, the
payment of all amounts (including, without limitation, all previously
unreimbursed Advances and Servicer Advances and accrued and unpaid Servicing
Fees) payable or reimbursable to the Trustee, the Securities Administrator, the
Master Servicer and the Servicers pursuant to this Agreement and the Servicing
Agreements, or to the Custodian under the Custody Agreement (to the extent such
amounts are not paid to the Custodian by the Seller), as
applicable.

     


    
      
         


      

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

     

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

     

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

     

    Related Certificate
Group:  The Certificate Group related to a particular Mortgage
Pool as indicated by the same numerical designation (i.e., Group 1 Certificates
are related to Pool 1, the Group 2 Certificates are related to Pool 2, the Group
3 Certificates are related to Pool 3, the Group 4 Certificates are related to
Pool 4 and the Group 5 Certificates are related to Pool 5).

     

    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.

     

    Replacement Mortgage
Loan:  A mortgage loan substituted by the Seller for a Deleted
Mortgage Loan which must, on the date of such substitution, as confirmed in a
Request for Release, substantially in the form attached to the Custody
Agreement, (i) have a Stated Principal Balance, after deduction of the principal
portion of the Scheduled Payment due in the month of substitution, not in excess
of, and not more than 10% less than, the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) have a Maximum Rate not less than (and not more than two
percentage points greater than) the Maximum Rate of the Deleted Mortgage Loan;
(iii) have a gross
margin not less than that of the Deleted Mortgage Loan and, if Mortgage Loans
equal to 1% or more of the balance of the related Mortgage Pool as of the
Cut-off Date have become Deleted Mortgage Loans, not more than two percentage
points more than that of the Deleted Mortgage Loan; (iv) have an Effective
Loan-to-Value Ratio or Loan-to-Value Ratio, as applicable, no higher than that
of the Deleted Mortgage Loan; (v) have Adjustment Dates that are no more or less
frequent than the Deleted Mortgage Loan; (vi) have a remaining term to maturity
no greater than (and not more than one year less than that of) the Deleted
Mortgage Loan; (vii) not permit conversion of the related Mortgage Rate to a
permanent fixed Mortgage Rate; (viii) not be a Cooperative Loan unless the
Deleted Mortgage Loan was a Cooperative Loan; (ix) have the same or better Fair,
Isaac & Company (FICO) credit score; (x) have an initial interest adjustment
date no earlier than five months before (and no later than five months after)
the initial adjustment date of the Deleted Mortgage Loan, (xi) comply with each
representation and warranty set forth in Article III of each Purchase Agreement;
and (xii) shall be accompanied by an Opinion of Counsel that such Replacement
Mortgage Loan would not adversely affect the REMIC status of the Trust Fund or
would not otherwise be prohibited by this Agreement.

     

    
      
        
        

      

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

     

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

     

    Required Reserve Fund
Deposit:  For any Distribution Date, an amount equal to the
lesser of (i) the Current Interest for the Class 1-XA Certificates for such
Distribution Date and (ii) the amount needed to increase the amount on deposit
in the Reserve Fund to the sum of (a) Net WAC Shortfalls for such Distribution
Date with respect to the Class 1-A1 and Class 1-A2 Certificates and (b)
$10,000.

     

    Reserve
Fund:  A fund created as part of the Trust Fund pursuant to
Section 5.06 of this Agreement (but which is not an asset of any
REMIC).

     

    Residual
Certificate:  Each of the Class 1-AR and Class LT-R
Certificates.

     

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

     

    Restricted
Certificate:  Any Class B-4, Class B-5, Class B-6 or Class LT-R
Certificate.

     

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

     

    Restricted
Holder:  As defined in Section 3.03(d).

     

    Retained
Certificates:  Not applicable.

     

    Retained Mortgage
File:  Any file of mortgage loan documents maintained by
[                     ],
in its capacity as Servicer, pursuant to the related Servicing Agreement, prior
to any Document Transfer Event.

     


    
      
         


      

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

     

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

     

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

     

    Sarbanes-Oxley
Certification: As defined in Section 6.21(e).

     

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

     

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

     

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

     

    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 it is Master Servicer under
this Agreement.

     

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

     

    Senior
Certificate:  Any one of the Class A-[  ], Class
A-[  ] or Class A-[  ] Certificates, as
applicable.

     

    Senior
Percentage:  With respect to each Distribution Date and each
Mortgage Pool, the percentage equivalent of a fraction, the numerator of which
is the aggregate Class Principal Amounts of the Class or Classes of Senior
Certificates of the Related Certificate Group immediately prior to such
Distribution Date, and the denominator of which is the Aggregate Stated
Principal Balance of the related Mortgage Pool for such Distribution
Date.

     

    Senior Prepayment
Percentage:  With respect to any Distribution Date occurring
before the Distribution Date in __________ 20__ and any Mortgage Pool,
[    ]%.  Except as provided herein, the Senior
Prepayment Percentage for each Mortgage Pool and any Distribution Date occurring
in or after __________ 20__ shall be as follows:  (i) from
__________ 20__ through __________ 20__, the related Senior Percentage plus
[   ]% of the related Subordinate Percentage for that
Distribution Date; (ii) from __________ 20__ through __________ 20__, the
related Senior Percentage plus [   ]% of the related Subordinate
Percentage for that Distribution Date; (iii) from __________ 20__ through
__________ 20__, the related Senior Percentage plus [    ]%
of the related Subordinate Percentage for that Distribution Date; (iv) from
__________ 20__ through __________ 20__, the related Senior Percentage plus
[   ]% of the related Subordinate Percentage for that
Distribution Date; and (v) from and after __________ 20__, the related
Senior Percentage for that Distribution Date; provided, however, that there
shall be no reduction in the Senior Prepayment Percentage for the related
Certificate Group unless both Step-Down Conditions are satisfied; and provided, further, that if on
any such Distribution Date on or after the Distribution Date in __________ 20__,
the related Senior Percentage for any Mortgage Pool exceeds the initial related
Senior Percentage, the Senior Prepayment Percentage for all Mortgage Pools for
that Distribution Date shall again equal 100%.

     

    
      
        
        

      

      
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    Notwithstanding
the above, if on any Distribution Date the Two Times Test is
satisfied  on any Distribution Date (i) before the Distribution Date
in __________ 20__, the Senior Prepayment Percentage for each Mortgage Pool
shall equal the related Senior Percentage for such Distribution Date plus
[   ]% of an amount equal to the 100% minus the related Senior
Percentage for such Distribution Date and (ii) on or after the Distribution Date
in __________ 20__, the Senior Prepayment Percentage for each Mortgage Pool
shall equal the related Senior Percentage for such Distribution
Date.  In addition, if on any Distribution Date the allocation to the
Senior Certificates then entitled to distributions of principal of full and
partial principal prepayments and other amounts in the percentage required above
would reduce the aggregate of the Class Principal Amounts of those Certificates
to below zero, the related Senior Prepayment Percentage for such Distribution
Date shall be limited to the percentage necessary to reduce that Class Principal
Amount to zero.

     

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

     

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

     

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

     

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

     

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

     

    (3)           the
related Senior Prepayment Percentage of the amounts described in clauses (b),
(c), (d) and (g) of the definition of “Principal Distribution Amount” for that
Mortgage Pool; and

     

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

     


    
      
         


      

      
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    Senior Termination
Date:  With respect to each Mortgage Pool, the date on which
the aggregate of the Class Principal Amounts of the Senior Certificates related
to such Mortgage Pool is reduced to zero.

     

    Servicers:  Each
Servicer under a Servicing Agreement.

     

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

     

    Servicer Remittance
Date:  The 18th day of each calendar month after the initial
issuance of the Certificates or, if such 18th day is not a Business Day, the
immediately preceding Business Day, commencing in __________ 20__.

     

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

     

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

     

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

     

    Servicing
Fee:  As to any Distribution Date and each Mortgage Loan, an
amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b)
the Stated Principal Balance of such Mortgage Loan as of the first day of the
related Due Period.

     

    Servicing Fee
Rate:  With respect to each Mortgage Loan and any Distribution
Date, the rate specified in the related Servicing Agreement.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Step-Down Conditions:
As of the first Distribution Date as to which any decrease in any Senior
Prepayment Percentage applies, (i) the aggregate outstanding Stated Principal
Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage
Loans in REO, foreclosure or bankruptcy status) (averaged over the preceding six
month period), as a percentage of the aggregate of the Class Principal Amounts
of the Classes of Subordinate Certificates on such Distribution Date, does not
equal or exceed 50% and (ii) cumulative Realized Losses with respect to the
Mortgage Loans do not exceed (a) with respect to each Distribution Date from
__________ 20__ through __________ 20__, [   ]% of the Original
Subordinate Class Principal Amount, (b) with respect to each Distribution Date
from __________ 20__ through __________ 20__, [   ]% of the
Original Subordinate Class Principal Amount, (c) with respect to each
Distribution Date from __________ 20__ through __________ 20__,
[   ]% of the Original Subordinate Class Principal Amount, (d)
with respect to each Distribution Date from __________ 20__ through __________
20__, [   ]% of the Original Subordinate Class Principal Amount
and (e) with respect to each Distribution Date from and after __________
20__, [   ]% of the Original Subordinate Class Principal
Amount.

     

    Sub
Account:  Not applicable.

     

    Subcontractor:  Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under
the direction or authority 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 Certificate
Writedown Amount:  The amount described in Section
5.03(c).

     

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

     

    Subordinate Net
WAC:  For any Distribution Date, the weighted average of the
Pool 1 Net WAC, the Pool 2 Net WAC, the Pool 3 Net WAC, the Pool 4 Net WAC and
the Pool 5 Net WAC, in each case weighted on the basis of the relative Pool
Subordinate Amounts for Pool 1, Pool 2, Pool 3, Pool 4 and Pool 5, respectively,
immediately prior to such Distribution Date.

     

    Subordinate
Percentage:  With respect to each Mortgage Pool and any
Distribution Date, the difference between 100% and the related Senior Percentage
for such Mortgage Pool for  such Distribution Date.

     


    
      
         


      

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

     

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

     

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

     

    (2)           with
respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the
related Prepayment Period the amount of the Net Liquidation Proceeds allocated
to principal received with respect thereto remaining after application thereof
pursuant to clause (2) of the definition of “Senior Principal Distribution
Amount” for that Distribution Date, up to the related Subordinate Percentage of
the Stated Principal Balance of such Mortgage Loan;

     

    (3)           the
related Subordinate Prepayment Percentage of all amounts described in clauses
(b), (c), (d) and (g) of the definition of “Principal Distribution Amount” for
that Mortgage Pool and that Distribution Date; and

     

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

     

    minus the sum
of:

     

    (a)  any
Principal Transfer Amount paid from the Available Distribution Amount of such
Mortgage Pool to the Undercollateralized Group; and

     

    (b)  the
amount of principal distributions made to the Senior Certificates pursuant to
Section 5.02(l).

     

    Subsequent
Recovery:  Any amount recovered by a Servicer with respect to a
Liquidated Mortgage Loan (after reimbursement of any unreimbursed Advances or
expenses of the Servicer) with respect to which a Realized Loss was incurred
after the liquidation or disposition of such Mortgage Loan.

     

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

     

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

     


    
      
         


      

      
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    Tax Matters
Person:  The “tax matters person” as specified in the REMIC
Provisions which shall initially be the Holder of the Class LT-R Certificate, as
described under Section 10.01(l).

     

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

     

    Trustee:  [               ],
a national banking association organized and existing under the laws of the
United States of America and any Person succeeding the Trustee hereunder, or if
any successor trustee or any co-trustee shall be appointed as herein provided,
then such successor trustee and such co-trustee, as the case may
be.

     

    Trustee Mortgage
Files:  With respect to each Mortgage Loan, the Mortgage
Documents to be retained in the custody and possession of the Trustee or the
Custodian on behalf of the Trustee and any Retained Mortgage File that is
delivered to the Custodian or the Trustee pursuant to Section 2.01(a) of this
Agreement.

     

    Two Times
Test:  As to any Distribution Date, (i) the Aggregate
Subordinate Percentage is at least two times the Aggregate Subordinate
Percentage as of the Closing Date; (ii) the aggregate outstanding Stated
Principal Balances of all Mortgage Loans 60 days or more Delinquent (including
Mortgage Loans in REO, foreclosure or bankruptcy status) (averaged over the
preceding six month period), as a percentage of the aggregate of the Class
Principal Amounts of the Classes of Subordinate Certificates on such
Distribution Date, does not equal or exceed [   ]%; and (iii) on
or prior to the Distribution Date in __________ 20__, cumulative Realized Losses
with respect to the Mortgage Loans do not exceed [   ]% of the
aggregate Original Subordinate Class Principal Amount, and thereafter,
cumulative Realized Losses with respect to the Mortgage Loans do not exceed
[   ]% of the Original Subordinate Class Principal
Amount.

     

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

     

    Undercollateralized
Group:  With respect to any Distribution Date, any Certificate
Group with respect to which the aggregate Class Principal Amount of such
Certificate Group is greater than the aggregate Stated Principal Balance of the
Mortgage Loans in the related Mortgage Pool immediately prior to such
Distribution Date.

     

    Underwriter(s):  Banc
of America Securities LLC.

     

    Underwriter’s
Exemption:  Prohibited Transaction Exemption (“PTE”) 93-31 (58
Fed. Reg. 28620 (1993)), as most recently amended and restated by PTE 2007-5 (72
Fed. Reg. 13130 (March 20, 2007)) or any substantially similar administrative
exemption granted by the U.S. Department of Labor to the
Underwriter(s).

     


    
      
         


      

      
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    Underwriting
Agreement:  The Underwriting Agreement, dated __________ __,
20__, among the Seller, the Depositor and the Underwriter(s).

     

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

     

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

     

    Voting
Interests:  The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement.  At all times during the term of this
Agreement, [98].00% of all Voting Interests shall be allocated to the Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1,
Class 4-A2, Class 5-A1, Class 5-A2, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates.  Voting Interests shall be
allocated among such Certificates based on the product of (i) [98].00% and (ii)
the fraction, expressed as a percentage, the numerator of which is the aggregate
of the Class Principal Amounts of all Classes then outstanding and the
denominator of which is the sum of the then-outstanding Aggregate Stated
Principal Balances of all Mortgage Pools.  At all times during the
term of this Agreement, [2].00% of all Voting Interests shall be allocated to
each of the Class 1-AR and Class 1-XA Certificates.  Voting Interests
shall be allocated among such Certificates based on the product of (i) 1% and
(ii) the fraction, expressed as a percentage, the numerator of which is the
aggregate of the Class Principal Amounts Class then outstanding and the
denominator of which is the sum of the then-outstanding Aggregate Stated
Principal Balances of all Mortgage Pools.  The Class LT-R Certificate
shall not have any voting rights.

     

    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 any
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.

     

    (a)           Concurrently
with the execution and delivery of this Agreement, the Depositor does hereby
transfer, assign, set over, deposit with and otherwise convey to the Trustee,
without recourse, subject to Sections 2.02 and 2.04, in trust, all the right,
title and interest of the Depositor in and to the Trust Fund.  Such
conveyance includes, without limitation, (i) the Mortgage Loans, including
the right to all payments of principal and interest received on or with respect
to the Mortgage Loans 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 in and to
all amounts from time to time credited to and the proceeds of the Distribution
Account, any Collection 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 related Acknowledgements, the Depositor’s rights under
the Purchase Agreements and the Servicing Agreements and all of the Depositor’s
rights under Mortgage Loan Purchase and Sale Agreement; (iv) all of the
Depositor’s right, title or interest in REO Property and the proceeds thereof;
(v) all of the Depositor’s rights under any Insurance Policies related to
the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral
pledged to secure the Mortgage Loans, including the Mortgaged Properties and any
Additional Collateral relating to the Additional Collateral Mortgage Loans,
including, but not limited to, the pledge, control and guaranty agreements and
any related Limited Purpose Surety Bond to have and to hold, in trust; and the
Trustee declares that, subject to the review provided for in Section 2.02, it
has received and shall hold the Trust Fund, as trustee, in trust, for the
benefit and use of the Holders of the Certificates and for the purposes and
subject to the terms and conditions set forth in this Agreement, and,
concurrently with such receipt, has caused to be executed, authenticated and
delivered to or upon the order of the Depositor, in exchange for the Trust Fund,
Certificates in the authorized denominations evidencing the entire ownership of
the Trust Fund.

     

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

     

    Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge that
the functions of the Trustee with respect to the custody, acceptance, inspection
and release of Mortgage Files, including but not limited to certain insurance
policies and documents contemplated by this Agreement, and preparation and
delivery of the certifications shall be performed by the Custodian pursuant to
the terms and conditions of the Custody Agreement.

     


    
      
         


      

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

     

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

     

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

     

    (iii)           with
respect to each Mortgage Loan (other than a Cooperative Loan), the Assignment of
Mortgage in form and substance acceptable for recording in the relevant
jurisdiction, such assignment being either (A) in blank, without recourse, or
(B) or endorsed to
“[                        ],
as Trustee of the Sequoia Mortgage Trust 20__-_, Mortgage Pass-Through
Certificates, without recourse;” provided, that if the Mortgage Loan is a MERS
Designated Mortgage Loan, no Assignment of Mortgage shall be
required;

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    (a)           the
original loan and security agreement;

     

    (b)           the
original Cooperative Shares;

     

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

     

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

     

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

     

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

     

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

     

    (h)           Any
guarantees, if applicable.

     

    Notwithstanding
the foregoing, with respect to Mortgage Loans serviced
by                      [                    ],
such Servicer shall hold the Retained Mortgage Files in trust for the benefit of
the Trustee pursuant to the related Servicing Agreement.  The
possession of each Retained Mortgage File held by such Servicer is in a
custodial capacity only.  Within 60 days of the occurrence of a
Document Transfer Event, such Servicer shall, pursuant to the related Servicing
Agreement, deliver or cause to be delivered to and deposited with the Trustee or
to the corporate trust services division of the Custodian the Retained Mortgage
Files consisting of the following additional items, as applicable: (i) the
original mortgage with evidence of recording indicated thereon (or, if such
original recorded mortgage has not yet been returned by the recording office,
a copy
thereof certified to be a true and complete copy of such mortgage sent for
recording) and (ii) the policies of title insurance issued with respect to each
applicable Mortgage Loan.

     

    
      
        
        

      

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

     

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

     

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

     

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

    

     

    (a)           The
Trustee, by execution and delivery hereof, acknowledges receipt by it or by the
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 4(a) of the
Custody Agreement (a form of which is attached hereto as Exhibit
D).  The Custodian on behalf of the Trustee, will execute and deliver
to the Trustee and the Depositor an Initial Trust Receipt and Schedule of
Exceptions, on the Closing Date in the forms required by the Custody
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 to ascertain that all required documents set forth in Section 2.01
have been received and appear on their
face to conform with the requirements set forth in Section 4A and 4B of the
Custody Agreement.

     

    
      
        
        

      

      
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    (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 Custody Agreement.

     

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

     

    Section
2.03    Representations and Warranties of the
Depositor.  

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

    Section
2.04    Discovery of Breach;
Repurchase or Substitution of Mortgage Loans.

     

    (a)           Pursuant
to Sections 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement, the
Seller has made or assigned certain representations and warranties as to the
characteristics of the Mortgage Loans as of the Closing Date, including
representations and warranties that no Mortgage Loan is a “high-cost home loan”
as defined under any local, state, or federal laws, and each of the Depositor
and the Trustee intend that the Mortgage Loans (including any Replacement
Mortgage Loans) included in the Trust Fund satisfy such representations and
warranties.  The Depositor, for the benefit of the Trustee and the
Certificateholders hereby assigns any such rights against the Seller to the
Trustee and the Seller acknowledges that it has agreed to comply with the
provisions of this Section 2.04 in respect of a breach of any of such
representations and warranties.

     

    It is
understood and agreed that such representations and warranties set forth in
Section 2(b) and 2(d) of the Mortgage Loan Purchase and Sale Agreement shall
survive delivery of the Trustee Mortgage Files and the Assignment of Mortgage of
each Mortgage Loan to the Trustee and shall continue throughout the term of this
Agreement.  Upon (i) discovery or receipt by the Depositor of
written notice of any materially defective document in a related Trustee
Mortgage File or, following the date of delivery to the Trustee of the
Custodian’s Final Trust Receipt as required under the Custody Agreement, that a
document is missing from a related Trustee Mortgage File, or (ii) discovery
by the Depositor or the Seller of the breach by the Seller [or designated
originator] of any representation or warranty under the Mortgage Loan Purchase
and Sale Agreement made by the Depositor or the Seller [or the designated
originator] in respect of any Mortgage Loan, which materially adversely affects
the value of that Mortgage Loan or the interest therein of the
Certificateholders (a “Defective Mortgage Loan”) (each of such parties hereby
agreeing to give written notice thereof to the Trustee and the other of such
parties), the Trustee, or its designee, shall promptly notify the Depositor in
writing of such defective or missing document or breach and request that the
Depositor deliver such missing document or cure or cause the cure of such defect
or breach within 90 days from the date that the Depositor discovered or was
notified of such missing document, defect or breach, and if the Depositor does
not deliver such missing document or cure or cause the cure of such defect or
breach in all material respects during such period, the Trustee shall enforce
the Seller’s obligation under the Mortgage Loan Purchase and Sale Agreement and
cause the Seller [or designated originator] to repurchase that Mortgage Loan
from the Trust Fund at the Purchase Price on or prior to the Determination Date
following the expiration of such 90-day period (subject to Section 2.04(b)
below); provided,
however, that, in connection with any such breach that could not
reasonably have been cured within such 90-day period, if the Seller shall have
commenced to cure such breach within such 90-day period, the Seller shall be
permitted to proceed thereafter diligently and
expeditiously to cure or cause the cure the same within an additional 90-day
period.  The Purchase Price for the repurchased Mortgage Loan shall be
deposited in the related Distribution Account, and the Trustee, or its designee,
upon receipt of written certification from the Securities Administrator of such
deposit, shall release to the Seller, the related Trustee Mortgage File and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, representation or warranties, as either party shall
furnish to it and as shall be necessary to vest in such party any Mortgage Loan
released pursuant hereto and the Trustee, or its designee, shall have no further
responsibility with regard to such Trustee Mortgage File (it being understood
that the Trustee shall have no responsibility for determining the sufficiency of
such assignment for its intended purpose).  In lieu of repurchasing
any such Mortgage Loan as provided above, either party may cause such Mortgage
Loan to be removed from the Trust Fund (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the
manner and subject to the limitations set forth in Section 2.04(b)
below.  It is understood and agreed that the obligation of the Seller
to cure, to cause the cure or to repurchase [or cause the repurchase by the
designated originator] (or to substitute for) any Mortgage Loan as to which a
document is missing, a material defect in a constituent document exists or as to
which such a breach has occurred and is continuing shall constitute the sole
remedy against the such party respecting such omission, defect or breach
available to the Trustee on behalf of the Certificateholders.

     

    
      
        
        

      

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

     


    
      
         


      

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

     

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

     

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

     

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

     

    Section
2.05    [Reserved.]

     

    Section
2.06    Grant
Clause.

     

    (a)           It
is intended that the conveyance of the Depositor’s right, title and interest in
and to property constituting the Trust Fund pursuant to this Agreement shall
constitute, and shall be construed as, a sale of such property and not a grant
of a security interest to secure a loan.

     


    
      
         


      

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

     

    (b)           The
Depositor shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.  The
Depositor will, at its own expense, make all initial filings on or about the
Closing Date and shall forward a copy of such filing or filings to the
Trustee.  Without limiting the generality of the foregoing, the
Depositor shall prepare and forward for filing, or shall cause to be forwarded
for filing, at the expense of the Depositor, all filings necessary to maintain
the effectiveness of any original filings necessary under the relevant UCC to
perfect the Trustee’s security interest in or lien on the Mortgage Loans,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of the Seller, the
Depositor or the Trustee, (2) any change of location of the place of business or
the chief executive office of the Seller or the Depositor, (3) any transfer of
any interest of the Seller or the Depositor in any Mortgage Loan or (4) any
change under the relevant UCC or other applicable laws.  Neither of
the Seller nor the Depositor shall organize under the law of any jurisdiction
other than the State under which each is organized as of the Closing Date
(whether changing its jurisdiction of organization or organizing under an
additional jurisdiction) without giving 30 days prior written notice of such
action to its immediate and intermediate transferee, including the
Trustee.  Before effecting such change, the Seller or the Depositor
proposing to change its jurisdiction of organization shall prepare and file in
the appropriate filing office any financing statements or other statements
necessary to continue the perfection of the interests of its immediate and
mediate transferees, including the Trustee, in the Mortgage Loans.  In
connection with the transactions contemplated by this Agreement, each of the
Seller and the Depositor authorizes its immediate or mediate transferee to file
in any filing office any initial financing statements, any amendments to
financing statements, any continuation statements, or any other statements or
filings described in this paragraph (b).

     

    On or
before March 1 of each calendar year, beginning in 20__, the Depositor shall
furnish to the Trustee and the Securities Administrator an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to any filings necessary to maintain the effectiveness of any
original filings necessary under the relevant UCC to perfect the Trustee’s
security interest in or lien on the Mortgage Loans, or stating that, in the
opinion of such counsel, no such action is necessary to maintain such lien and
security interest.  Such Opinion of Counsel shall also describe the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain such lien and
security interest until March 1 in the following calendar year.

     

    
      
        
        

      

      
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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 Uniform Commercial Code.  The
Certificates will be evidenced by one or more certificates, beneficial ownership
of which will be held in the minimum denominations in Certificate Principal
Amount or Notional Amount specified in the Preliminary Statement to this
Agreement and in integral multiples of $1 in excess thereof, or in the
Percentage Interests specified in the Preliminary Statement to this Agreement,
as applicable.

     

    (b)           The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by an authorized officer of the Securities
Administrator.  Each Certificate shall, on original issue, be
authenticated by the Authenticating Agent upon the order of the Depositor upon
receipt by the Trustee or its Custodian of the Trustee Mortgage Files described
in Section 2.01.  No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Authenticating Agent, by
manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.  All Certificates shall be
dated the date of their authentication.  At any time and from time to
time after the execution and delivery of this Agreement, the Depositor may
deliver Certificates executed by the Trustee to the Authenticating Agent for
authentication and the Authenticating Agent shall authenticate and deliver such
Certificates as in this Agreement provided and not otherwise.

     

    (c)           The
Class B-4, Class B-5, Class B-6 and Class LT-R Certificates offered and sold in
reliance on the exemption from registration under Rule 144A under the Securities
Act shall be issued initially in definitive, fully registered form without
interest coupons with the applicable legends set forth in Exhibit A added to the
forms of such Certificates (each, a “Restricted Global Security”).

     

    Section
3.02    Registration. 

     

    The
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”).  The Trustee
may appoint a bank or trust company to act as successor Certificate
Registrar.  A registration book shall be maintained for the
Certificates collectively.  The Certificate Registrar may resign or be
discharged or removed and a new successor may be appointed in accordance with
the procedures and requirements set forth in Sections 6.06 and 6.07 hereof with
respect to the resignation, discharge or removal of the Securities Administrator
and the
appointment of a successor Securities Administrator.  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.

     

    
      
        
        

      

      
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    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 Notional Amount) as the
Certificate being transferred.  No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    (d)           The
Certificate Registrar shall not register the transfer of any Class LT-R
Certificate to RWT Holdings, Inc., Sequoia Residential Funding, Inc., Redwood
Mortgage Funding, Inc., Redwood Trust, Inc. (each a “Restricted Holder”) or any
successor in interest thereto.

     

    (e)           (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 Trustee, has received (A) a certificate substantially in the form
of Exhibit J hereto (or Exhibit B, in the case of a Residual Certificate) from
such transferee or (B) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that the purchase and holding of such a Certificate will
not constitute or result in prohibited transactions under Title I of ERISA or
Section 4975 of the Code and will not subject the Certificate Registrar, the
Trustee, the Master Servicer, the Depositor or the 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 by a Plan or a Person that is
purchasing or holding such a Certificate with the assets of a Plan will not
constitute or result in a prohibited transaction under Title I of ERISA or
Section 4975 of the Code.  Each Transferee of an ERISA-Restricted
Certificate that is a Book-Entry Certificate shall be deemed to have made the
representations set forth in Exhibit J.  The preparation and delivery
of the certificate and opinions referred to above shall not be an expense of the
Trust Fund, the Certificate Registrar, the Trustee,  the Master
Servicer, the Depositor or the Securities Administrator.

     

    Notwithstanding the foregoing, no
opinion or certificate shall be required for the initial issuance of the
ERISA-Restricted Certificates.  The Certificate Registrar shall have
no obligation to monitor transfers of Book-Entry Certificates that are
ERISA-Restricted Certificates and shall have no liability for transfers of such
Certificates in violation of the transfer restrictions.  The
Certificate Registrar shall be under no liability to any Person for any
registration of transfer of any ERISA-Restricted Certificate that is in fact not
permitted by this Section 3.03(e) 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 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, on behalf of the Trustee, shall be paid and delivered
by the Securities Administrator, on behalf of the Trustee, to the last
preceding Holder of such Certificate that is not such a Plan or Person acting on
behalf of a Plan.

     

    
      
        
        

      

      
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    (ii) No transfer of an ERISA-Restricted
Purchase Option Certificate shall be made unless the Certificate Registrar shall
have received a representation letter from the transferee of such
ERISA-Restricted Purchase Option Certificate, substantially in the form set
forth in Exhibit J hereto, to the effect that either (i) such transferee is
neither a Plan nor a Person acting on behalf of any such Plan or using the
assets of any such Plan to effect such transfer or (ii) the acquisition and
holding of the ERISA-Restricted Purchase Option Certificate are eligible for
exemptive relief under the statutory exemption for nonfiduciary service
providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code,
Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60 or PTCE 96-23 or some other applicable
exemption.  Notwithstanding anything else to the contrary herein, any
purported transfer of an ERISA-Restricted Purchase Option Certificate to or on
behalf of a Plan without the delivery to the Certificate Registrar of a
representation letter as described above shall be void and of no
effect.  If the ERISA-Restricted Purchase Option Certificate is a
Book-Entry Certificate, the transferee will be deemed to have made a
representation as provided in clause (i) or (ii) of this paragraph, as
applicable.

     

    If any ERISA-Restricted Purchase Option
Certificate, or any interest therein, is acquired or held in violation of the
provisions of the preceding paragraph, the next preceding permitted beneficial
owner will be treated as the beneficial owner of that ERISA-Restricted Purchase
Option Certificate, retroactive to the date of transfer to the purported
beneficial owner.  Any purported beneficial owner whose acquisition or
holding of an ERISA-Restricted Purchase Option 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.

     

    To the extent permitted under
applicable law (including, but not limited to, ERISA), the Certificate Registrar
shall be under no liability to any Person for any registration of transfer of
any ERISA-Restricted Purchase Option Certificate that is in fact not permitted
by this Section 3.03(e)(ii) or for making any payments due on such
ERISA-Restricted Purchase Option 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.

     

    (f)           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.

     

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

     

    
      
        
        

      

      
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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, that such proposed transferee or, if the proposed transferee is an
agent or nominee, the proposed beneficial owner, is not a Disqualified
Organization, agent or nominee thereof, or a Non-permitted Foreign
Holder.  Notwithstanding the registration in the Certificate Register
of any transfer, sale, or other disposition of a Residual Certificate to a
Disqualified Organization, an agent or nominee thereof, or Non-permitted Foreign
Holder, such registration shall be deemed to be of no legal force or effect
whatsoever and such Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder shall not be deemed to be a Certificateholder for
any purpose hereunder, including, but not limited to, the receipt of
distributions on such Residual Certificate.  The Depositor, the
Certificate Registrar and the Trustee shall be under no liability to any Person
for any registration or transfer of a Residual Certificate to a Disqualified
Organization, agent or nominee thereof or Non-permitted Foreign Holder or for
the Paying Agent making any payments due on such Residual Certificate to the
Holder thereof or for taking any other action with respect to such Holder under
the provisions of this Agreement, so long as the transfer was effected in
accordance with this Section 3.03(g), unless the Certificate Registrar shall
have actual knowledge at the time of such transfer or the time of such payment
or other action that the transferee is a Disqualified Organization, or an agent
or nominee thereof, or Non-permitted Foreign Holder.  The Certificate
Registrar shall be entitled to recover from any Holder of a Residual Certificate
that was a Disqualified Organization, agent or nominee thereof, or Non-permitted
Foreign Holder at the time it became a Holder or any subsequent time it became a
Disqualified 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(g), then upon receipt of
written notice to the Certificate Registrar that the registration of transfer of
such Residual Certificate was not in fact permitted by this Section 3.03(g), 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 and the
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this Section
3.03(g), 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(g).

     

    
      
        
        

      

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

     

    Section
3.04    Cancellation of
Certificates. 

     

    Any
Certificate surrendered for registration of transfer or exchange shall be
cancelled and retained in accordance with normal retention policies with respect
to cancelled certificates maintained by the 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 notice to the Depositor, the
Trustee or the Certificate Registrar that such destroyed, lost or stolen
Certificate has been acquired by a protected purchaser, the Trustee shall
execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like tenor and Certificate Principal Amount.  Upon
the issuance of any new Certificate under this Section 3.05, the Trustee, the
Depositor, the Certificate Registrar or the Securities Administrator 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 and the Trustee or any agent shall be entitled to
recover such new Certificate from the Person to whom it was delivered or any
Person taking therefrom, except a protected purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expenses incurred by the Depositor, the Certificate
Registrar, the Securities Administrator, the Trustee or any agent in connection
therewith.

     


    
      
         


      

      
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    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 Master Servicer, the
Securities Administrator, the Trustee, the Certificate Registrar, the Paying
Agent or any agent of any of them shall be affected by notice to the
contrary.

     

    Section
3.07    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, to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee and the Securities
Administrator that such Paying Agent will hold all sums held by it for the
payment to the Certificateholders in an Eligible Account (which shall be the
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.

     


    
      
         


      

      
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    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

     

    (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
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
requesting the same.  Upon surrender to the Certificate Registrar of
the Book-Entry Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Certificate
Registrar shall issue the Definitive Certificates.  None of the
Depositor, the Certificate Registrar, the Securities Administrator 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.  Notwithstanding the foregoing, the Certificate Registrar,
upon the instruction of the Depositor, shall have the right to issue Definitive
Certificates on the Closing Date in connection with credit enhancement
programs.

     

    
      
        
        

      

      
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    ARTICLE
IV

     

    ADMINISTRATION
OF THE TRUST FUND

     

    Section
4.01    Collection Accounts;
Distribution Account. 

     

    (a)           On
or prior to the Closing Date, the Master Servicer shall have caused the
Servicers to establish and maintain one or more Collection 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 Distribution Account Deposit Date, the Servicers
shall remit to the Securities Administrator for deposit into the Distribution
Account, all amounts so required to be deposited into such account in accordance
with the terms of the related Servicing Agreement.

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

    (d)           On
each Distribution Date and final Distribution Date of the Certificates in
accordance with Section 7.01, the 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 from time to time
withdraw from the Distribution Account and pay the Master Servicer, the Trustee,
the Securities Administrator or any Servicer any amounts permitted to be paid or
reimbursed to such Person from funds in the Distribution Account pursuant to the
clauses (A) through (D) of the definition of Available Distribution
Amount.

     

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

     

    Section
4.02    [Reserved].

     

    Section
4.03    [Reserved].

     

    Section
4.04    Reports to Trustee
and Certificateholders. 

     

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

     

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

     

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

     


    
      
         


      

      
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    (c)           the
amount of the distributions set forth in the clause (a) allocable to interest
and how it was calculated;

     

    (d)           the
amount of any unpaid Interest Shortfall, Net Prepayment Interest Shortfalls,
Relief Act Shortfalls, Net WAC Shortfall or unpaid Net WAC Shortfall (if
applicable) and the related accrued interest thereon, with respect to each Class
of Certificates;

     

    (e)           the
Class Principal Amount of each Class of Certificates after giving effect to the
distribution of principal on that Distribution Date;

     

    (f)           the
Aggregate Stated Principal Balance of each Mortgage Pool (separately and in the
aggregate), the Mortgage Rates (in incremental ranges), the Pool 1 Net WAC, the
Pool 2 Net WAC, the Pool 3 Net WAC, the Pool 4 Net WAC, the Pool 5 Net WAC and
the Subordinate Net WAC, the weighted average life and the weighted average
remaining term of the Mortgage Loans, at the beginning and at the end of the
related Prepayment Period;

     

    (g)           the
Stated Principal Balance of the Mortgage Loans with Mortgage Rates that adjust
based on the one-month LIBOR index, six-month LIBOR index, one-year LIBOR index
and one-year CMT index at the end of the related Prepayment Period;

     

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

     

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

     

    (j)           in
the aggregate and with respect to each Mortgage Pool, the amount of the Master
Servicing Fee and the Servicing Fee paid to or retained by the Master Servicer
and by each Servicer, respectively, and the amount of any fees paid to the
Securities Administrator and the Custodian;

     

    (k)           in
the aggregate and with respect to each Mortgage Pool, the amount of Monthly
Advances for the related Due Period;

     

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

     

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

     

    (n)           in
the aggregate and with respect to each Mortgage Pool, 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;

     


    
      
         


      

      
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    (o)           in
the aggregate and with respect to each Mortgage Pool, 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)           in
the aggregate and with respect to each Mortgage Pool, the amount of Realized
Losses incurred during the preceding calendar month;

     

    (q)           in
the aggregate and with respect to each Mortgage Pool, the cumulative amount of
Realized Losses incurred since the Closing Date;

     

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

     

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

     

    (t)           the
amount of any Principal Transfer Amounts or Interest Transfer Amounts paid to an
Undercollateralized Group;

     

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

     

    (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.

     

    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 by Form 10-D, including, but
not limited to, the information required by Item 1121 (§229.1121) of Regulation
AB.

     

    The
Securities Administrator shall make such reports available each month via the
Master Servicer’s website at http://www.ctslink.com.  Assistance in
using the website may be obtained by calling the Master Servicer’s customer
service desk at 1-866-846-4526.  Certificateholders and other parties
that are unable to use the website are entitled to have a paper copy mailed to
them via first class mail by contacting the Securities Administrator and
indicating such.  In preparing or furnishing the foregoing information
to the Trustee, 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 the
Securities Administrator shall be entitled to be reimbursed by such
Certificateholders for the Securities Administrator’s actual expenses incurred
in providing such reports and access.

     

    ARTICLE
V

     

    DISTRIBUTIONS
TO HOLDERS OF CERTIFICATES

     

    Section
5.01    Distributions
Generally. 

     

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

     

    
      
        
        

      

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

     

    Section
5.02    Distributions from
the Distribution Account.

     

    (a)           Subject
to Sections 5.02(b), (c), (l) and (m), on each Distribution Date, the Available
Distribution Amount for the related Mortgage Pool (in the case of the Senior
Certificates) and the Mortgage Pools in the aggregate (in the case of the
Subordinate Certificates) shall be withdrawn by the Securities Administrator
from the Distribution Account and allocated among the Classes of Senior
Certificates and Subordinate Certificates in the following order of
priority:

     

    (i)           Concurrently,
from the related Available Distribution Amount, to the payment of the Interest
Distribution Amount and any accrued but unpaid Interest Shortfalls on each Class
of Senior Certificates of the Related Certificate Group; provided, however, that on
each Distribution Date, the amount of interest that would otherwise be
distributable to the Class 1-XA Certificates, will be deposited in the Reserve
Fund to the extent of the Required Reserve Fund Deposit for such Distribution
Date;

     

    (ii)           Concurrently,
to the Senior Certificates of the Related Certificate Group, from the Available
Distribution Amount remaining in the related Mortgage Pool after application of
amounts pursuant to clause (i) above, as follows:

     

    (A)           first, to the Class 1-AR
Certificates, the Senior Principal Distribution Amount for Pool 1, until their
Class Principal Amount has been reduced to zero, and second, pro rata, to the Class 1-A1
and Class 1-A2 Certificates, the Senior Principal Distribution Amount for Pool
1, until their respective Class Principal Amounts have been reduced to
zero;

     

    (B)           pro rata, to the Class 2-A1
and Class 2-A2 Certificates, the Senior Principal Distribution Amount for Pool
2, until their respective Class Principal Amounts have been reduced to
zero;

     

    (C)           pro rata, to the Class 3-A1
and Class 3-A2 Certificates, the Senior Principal Distribution Amount for Pool
3, until their respective Class Principal Amounts have been reduced to
zero;

     

    (D)           pro rata, to the Class 4-A1
and Class 4-A2 Certificates, the Senior Principal Distribution Amount for Pool
4, until their respective Class Principal Amounts have been reduced to
zero;

     

    (E)           pro rata, to the Class 5-A1
and Class 5-A2 Certificates, the Senior Principal Distribution Amount for Pool
5, until their respective Class Principal Amounts have been reduced to
zero;

     


    
      
         


      

      
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    (iii)           to
the Subordinate Certificates, sequentially in the following order of
priority:

     

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

     

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

     

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

     

    (D)           to
the Class B-2 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount for each Mortgage Pool,
until its Class Principal Amount has been reduced to zero;

     

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

     

    (F)           to
the Class B-3 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount for each Mortgage Pool,
until its Class Principal Amount has been reduced to zero;

     

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

     

    (H)           to
the Class B-4 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount for each Mortgage Pool,
until its Class Principal Amount has been reduced to zero;

     

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

     

    (J)           to
the Class B-5 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount for each Mortgage Pool,
until its Class Principal Amount has been reduced to zero;

     

    (K)           to
the Class B-6 Certificates, the Interest Distribution Amount and any Interest
Shortfalls, in each case, for such Class on such date;

     

    (L)           to
the Class B-6 Certificates, such Class’ Subordinate Class Percentage of the
aggregate Subordinate Principal Distribution Amount for each Mortgage Pool,
until its Class Principal Amount has been reduced to zero; and

     

    (iv)           To
the Class 1-AR and LT-R Certificates, any remaining amount of the Available
Distribution Amount from the Mortgage Pools in the aggregate allocated as
provided in Section 5.02(d);

     

     

    
      
        
        

      

      
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    On each
Distribution Date, the Securities Administrator shall distribute from the
Reserve Fund, pro rata
(on the basis of the amount of Net WAC Shortfalls experienced by each
such Class of LIBOR Certificates and the aggregate amount of Net WAC Shortfalls
experienced by all of the Class 1-A1 and Class 1-A2 Certificates (as a group)),
to the Class 1-A1 and Class 1-A2 Certificates, any related Net WAC Shortfalls or
related unpaid Net WAC Shortfalls for such date.

     

    (b)           On
each Distribution Date on and after the Credit Support Depletion Date, the
Available Distribution Amount for the Mortgage Pools shall be combined and
distributed to the remaining Senior Certificates, first, to pay the Interest
Distribution Amount and any accrued but unpaid Interest Shortfalls; second, to pay principal on a
pro rata basis; and
third, to the Class
1-AR and Class LT-R Certificates, any remaining Available Distribution Amount
from such Mortgage Pool or Mortgage Pools.

     

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

     

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

     

    (e)           For
purposes of distributions provided in Section 5.02(a), each Mortgage Pool shall
“relate” to the Senior Class or Classes of the applicable Related Certificate
Group.

     

    (f)           [Reserved].

     

    (g)           On
any Distribution Date for which a Net WAC Shortfall exists with respect to the
Class 1-A1 or Class 1-A2 Certificates, the Securities Administrator shall
withdraw from the Reserve Fund, the amount for distribution to such Class equal
to the lesser of (1) the amount of such Net WAC Shortfall and (2) the
amounts credited to the Reserve Fund with respect to the Class 1-XA Certificates
as provided in Section 5.02(a).

     

    (h)    [Reserved].

     

    (i)           [Reserved].

     

    
      
        
        

      

      
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    (j)           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.

     

    (k)           [Reserved].

     

    (l)           Notwithstanding
the priority of distributions set forth in Section 5.02(a), if on any
Distribution Date prior to the Credit Support Depletion (1) either one of the
Rapid Prepayment Conditions is satisfied on such date and (2) the aggregate of
the Class Principal Amounts of the Senior Certificates relating to one of the
Mortgage Pools has been reduced to zero, then that portion of the Available
Distribution Amount for each Mortgage Pool described in Section 5.02(a)(ii) that
represents principal collections on the Mortgage Loans shall be applied as an
additional distribution to the remaining Classes of Senior Certificates in the
other Certificate Group, in reduction of, and in proportion to, the Class
Principal Amounts thereof; provided, however, that any
such amounts distributable to the Class 1-AR, Class 1-A1 and Class 1-A2
Certificates shall be distributed first, to the Class 1-AR
Certificates and, second, pro
rata, to the Class 1-A1 and Class 1-A2 Certificates.

     

    (m)           If,
on any Distribution Date, any Certificate Group would constitute an
Undercollateralized Group and the other Certificate Group or Certificate Groups
would constitute an Overcollateralized Group, then notwithstanding Section
5.02(a)(ii), the Available Distribution Amount for an Overcollateralized Group,
to the extent remaining following distributions of interest and principal to the
related Senior Certificates of that Certificate Group shall be distributed, up
to the sum of the Interest Transfer Amount and the Principal Transfer Amount for
the Undercollateralized Group or Undercollateralized Groups, to the Senior
Certificates related to the Undercollateralized Group or Undercollateralized
Groups, in payment of accrued but unpaid interest, if any, and then to such
Senior Certificates as principal, in the same order and priority as such
Certificates would receive other distributions of principal.

     

    Section
5.03    Allocation of Losses.


     

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

     

    (b)           On
each Distribution Date, the principal portion of Realized Losses shall be
allocated as follows:

     

    first, to the Classes of
Subordinate Certificates in reverse order of their respective numerical Class
designations (beginning with the Class B-6 Certificates and ending with the
Class B-1 Certificates) until the Class Principal Amount of each such Class is
reduced to zero; and

     

     

    
      
        
        

      

      
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    second, to each Class of
Senior Certificates relating to the Mortgage Pool which sustained such loss
(allocated among the related Senior Certificates on a pro rata basis), in each
case, until the Class Principal Amount of such Class of Senior Certificates
is reduced to zero; provided,
however, that the amount of Realized Losses calculated above that would
otherwise reduce the Class Principal Amount of the Class 1-A1 Certificates will
be allocated to the Class 1-A2 Certificates, in reduction of the Class Principal
Amount thereof, until the Class Principal Amount of the Class 1-A2 Certificates
has been reduced to zero, before reducing the Class Principal Amount of the
Class 1-A1 Certificates; provided, further, that the
amount of Realized Losses calculated above that would otherwise reduce the Class
Principal Amount of the Class 2-A1 Certificates will first reduce the Class
Principal Amount of the Class 2-A2 Certificates until the Class Principal Amount
of the Class 2-A2 Certificates has been reduced to zero, before reducing the
Class Principal Amount of the Class 2-A1 Certificates; provided, further, that the
amount of Realized Losses calculated above that would otherwise reduce the Class
Principal Amount of the Class 3-A1 Certificates will first reduce the Class
Principal Amount of the Class 3-A2 Certificates until the Class Principal Amount
of the Class 3-A2 Certificates has been reduced to zero, before reducing the
Class Principal Amount of the Class 3-A1 Certificates; provided, further, that the
amount of Realized Losses calculated above that would otherwise reduce the Class
Principal Amount of the Class 4-A1 Certificates will first reduce the Class
Principal Amount of the Class 4-A2 Certificates until the Class Principal Amount
of the Class 4-A2 Certificates has been reduced to zero, before reducing the
Class Principal Amount of the Class 4-A1 Certificates and provided, further, that the
amount of Realized Losses calculated above that would otherwise reduce the Class
Principal Amount of the Class 5-A1 Certificates will first reduce the Class
Principal Amount of the Class 5-A2 Certificates until the Class Principal Amount
of the Class 5-A2 Certificates has been reduced to zero, before reducing the
Class Principal Amount of the Class 5-A1 Certificates.

     

    (c)           On
each Distribution Date, the Class Principal Amount of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the amount (a “Subordinate Certificate
Writedown Amount”), if any, by which the aggregate of the Class Principal
Amounts of all outstanding Classes of Certificates (after giving effect to the
distribution of principal on such Distribution Date) exceeds the Aggregate
Stated Principal Balance for the following Distribution Date.

     

    (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 Realized Loss will be increased, in order of
seniority, by the amount of such Subsequent Recovery.

     

    Section
5.04    Advances by Master
Servicer. 

     

    If any
Servicer fails to remit any Advance required to be made under the applicable
Servicing Agreement after the expiration of any applicable grace period, such
event shall constitute a default under the Servicing Agreement, and upon
termination of the defaulting Servicer as set forth in Section 9.01, the Master
Servicer (in its capacity as successor Servicer) shall
make, or the Master Servicer (if it is not the successor Servicer) shall cause
the successor Servicer, to make, such Advance in accordance with Section
9.01.  The Master Servicer and each Servicer shall be entitled to be
reimbursed for all Advances made by it.  Notwithstanding anything to
the contrary herein, in the event the Master Servicer determines in its
reasonable judgment that an Advance is non-recoverable, the Master Servicer
shall be under no obligation to make such Advance.  If the Master
Servicer determines that an Advance is non-recoverable, it shall, on or prior to
the related Distribution Date, deliver an Officer’s Certificate to the Trustee
to such effect.

     

    
      
        
        

      

      
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    Section
5.05    Compensating Interest
Payments. 

     

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

     

    Section
5.06    Reserve
Fund 

     

    (a)           On
the Closing Date, the Securities Administrator shall establish and maintain in
the Trustee’s name, in trust for the benefit of the holders of the LIBOR
Certificates and the Interest-Only Certificates, a Reserve Fund, into which the
Depositor shall, on such date, deposit $10,000.00.  The Reserve Fund
shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including, without limitation, other moneys of the Trustee held pursuant to this
Agreement.  The Reserve Fund shall not be an asset of any REMIC
established hereby.

     

    (b)           On
each Distribution Date, Current Interest that would otherwise be distributable
with respect to the Class 1-XA Certificates will be deposited to the Reserve
Fund, to the extent of the Required Reserve Fund Deposit.

     

    (c)           On
any Distribution Date for which a Net WAC Shortfall exists with respect to the
Class 1-A1 or Class 1-A2 Certificates, the Securities Administrator shall
withdraw from the Reserve Fund, the amount of such Net WAC Shortfall for
distribution on such Distribution Date pursuant to Section 5.02(g).

     

    (d)           [Reserved].

     

    (e)           [Reserved].

     

    (f)           Funds
on deposit in the Reserve Fund shall be invested in the
[                   ]or
any successor fund.  Any earnings on amounts in the Reserve Fund shall
be for the benefit of the Interest-Only Certificateholders.  The
Interest-Only Certificates shall evidence ownership of the Reserve Fund for
federal income tax purposes and the Holders thereof shall direct the Securities
Administrator, in writing, as to investment of amounts on deposit
therein.  The Interest-Only Certificateholders shall be liable for any
losses incurred on such investments.  In the absence of written
instructions from the Interest-Only Certificateholder(s) as to investment of
funds on deposit
in the Reserve Fund, such funds shall be invested in money market funds as
described in paragraph (ix) of the definition of Permitted Investments in
Article I.  For federal income tax purposes, amounts transferred by
the Upper-Tier REMIC to the Reserve Fund shall be treated as amounts distributed
by the Upper-Tier REMIC to the Holders of the Class 1-XA
Certificates.

     

    
      
        
        

      

      
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    (g)           If,
immediately after any Distribution Date, the amount credited to the Reserve Fund
exceeds the initial credit thereto, the Securities Administrator will debit such
excess from the Reserve Fund and distribute such excess from the Reserve Fund to
the Interest-Only Certificateholders for which such amounts were credited
pursuant to Section 5.02(g).

     

    (h)           Upon
termination of the Trust Fund any amounts on deposit in the Reserve Fund shall
be distributed to the Interest-Only Certificateholders.

     

    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 undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement.  Any permissive right of the
Trustee or the Securities Administrator provided for in this Agreement shall not
be construed as a duty of the Trustee or the Securities
Administrator.  If an Event of Default has occurred and has not
otherwise been cured or waived, the Trustee or the Securities Administrator
shall exercise such of the rights and powers vested in it by this Agreement and
use the same degree of care and skill in their exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s
own affairs, unless the Trustee is acting as Master Servicer, in which case it
shall use the same degree of care and skill as the Master Servicer
hereunder.

     

    (b)           Each
of the Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee or the Securities Administrator which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided,
however, that neither the Trustee nor the Securities Administrator shall
be responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer or any Servicer to the Trustee or the 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 to this Agreement.  Subject to the immediately
preceding sentence, if any such resolution, certificate, statement, opinion,
report, document, order or other instrument is found not to conform to the form
required by this Agreement in a material manner the Trustee or the 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 will provide notice thereof to the Certificateholders and will, at
the expense of the Trust Fund, which expense shall be reasonable given the scope
and nature of the required action, take such further action as directed by the
Certificateholders.

     

    
      
        
        

      

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

     

    (i)           Neither
the Trustee nor the Securities Administrator shall be personally liable with
respect to any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Holders of Certificates as provided in
Section 6.18 hereof;

     

    (ii)           For
all purposes under this Agreement, the Trustee shall not be deemed to have
notice of any Event of Default (other than resulting from a failure by the
Master Servicer to furnish information to the Trustee when required to do so)
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Holders of the Certificates and this Agreement;

     

    (iii)           For
all purposes under this Agreement, the 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 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 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 (regardless of the
capacity in which it is acting) or the Securities Administrator to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it; and none of the provisions contained in this Agreement shall in
any event require the Trustee or the Securities Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer under this Agreement;

     

    (v)           Neither
the Trustee nor the Securities Administrator shall be responsible for any act or
omission of the Master Servicer, the Depositor, the Seller or the
Custodian.

     

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

     

    
      
        
        

      

      
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    (e)           Neither
the Trustee nor the Securities Administrator shall be personally liable with
respect to any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of the Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests aggregating
not less than 25% as to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Securities Administrator or
exercising any trust or power conferred upon the Trustee or the Securities
Administrator, as applicable, 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, as
applicable, to perform, or be responsible for the manner of performance of, any
of the obligations of the Master Servicer or any Servicer under this Agreement
or any Servicing Agreement except during such time, if any, as the Trustee shall
be the successor to, and be vested with the rights, duties, powers and
privileges of, the Master Servicer in accordance with the terms of this
Agreement.

     

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

     

    (h)           Except
as otherwise provided herein, neither the Trustee nor the Securities
Administrator shall have any duty (A) to see to any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing or to
any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance, (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the 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 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.

     

    (i)           Neither
the Securities Administrator  nor the Trustee shall be liable in its
individual capacity for an error of judgment made in good faith by a Responsible
Officer or other officers of the Trustee or the Securities Administrator, as
applicable, unless it shall be proved that the Trustee or the Securities
Administrator, as applicable, was negligent in ascertaining the pertinent
facts.

     

    
      
        
        

      

      
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    (j)           Notwithstanding
anything in this Agreement to the contrary, neither the Securities Administrator
nor the Trustee shall be liable for special, indirect or consequential losses or
damages of any kind whatsoever (including, but not limited to, lost profits),
even if the Trustee or the Securities Administrator, as applicable, has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

     

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

     

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

     

    Except as
otherwise provided in Section 6.01:

     

    (i)           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;

     

    (ii)           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;

     

    (iii)           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;

     

    (iv)           Unless
an Event of Default shall have occurred and be continuing, neither the Trustee
nor the Securities Administrator shall be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document (provided the same appears regular on its face), unless
requested in writing to do so by the Holders of at least a majority in Class
Principal Amount (or Percentage Interest) of each Class of Certificates; provided, however, that, if
the payment within a reasonable time to the Trustee or the Securities
Administrator, as applicable, of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Securities Administrator, as applicable, not reasonably assured
to the Trustee or the Securities Administrator by the security afforded to it by
the terms of
this Agreement, the Trustee or the Securities Administrator, as applicable, may
require reasonable indemnity against such expense or liability or payment of
such estimated expenses from the Certificateholders as a condition to
proceeding.  The reasonable expense thereof shall be paid by the party
requesting such investigation and if not reimbursed by the requesting party
shall be reimbursed by the Trust Fund to the Trustee or the Securities
Administrator, as applicable;

     

    
      
        
        

      

      
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    (v)           Each
of the Trustee and the Securities Administrator may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents, custodians or attorneys, which agents, custodians or attorneys
shall have any and all of the rights, powers, duties and obligations of the
Trustee and the Securities Administrator conferred on them by such appointment,
provided that each of the Trustee and the Securities Administrator shall
continue to be responsible for its duties and obligations hereunder to the
extent provided herein, and provided further that neither the Trustee nor the
Securities Administrator shall be responsible for any misconduct or negligence
on the part of any such agent or attorney appointed with due care by the Trustee
or the Securities Administrator, as applicable;

     

    (vi)           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 or to
institute, conduct or defend any litigation hereunder or in relation hereto, in
each case at the request, order or direction of any of the Certificateholders
pursuant to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee or the Securities Administrator, as
applicable, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby;

     

    (vii)           The
right of the Trustee and the 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;

     

    (viii)    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

     

    (ix)           Neither
the Trustee nor the Securities Administrator shall have any duty to conduct any
affirmative investigation (including, but not limited to, reviewing any reports
delivered to the Trustee in connection with the review of the Trustee Mortgage
Files) as to the occurrence of any condition requiring the repurchase of any
Mortgage Loan by the Seller pursuant to this Agreement or the Mortgage Loan
Purchase Agreement, as applicable, or the eligibility of any Mortgage Loan for
purposes of this Agreement.

     

    In the
event either of the Trustee or the Securities Administrator deem 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 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 or of 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 Trustee and the Securities Administrator shall
not be accountable for the use or application by the Depositor of funds paid to
the Depositor in consideration of the assignment of the Mortgage Loans to the
Trust Fund by the Depositor or for the use or application of any funds deposited
into the Distribution Account or any other fund or account maintained with
respect to the Certificates.  The Trustee and the Securities
Administrator shall not be responsible for the legality or validity of this
Agreement or the validity, priority, perfection or sufficiency of the security
for the Certificates issued or intended to be issued
hereunder.  Except as otherwise provided herein, the Trustee and the
Securities Administrator shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to record this Agreement.

     

    
      
        
        

      

      
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    Section
6.04    Trustee and the
Securities Administrator May Own Certificates. 

     

    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 agent.

     

    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 or any Servicer.  If such corporation or national
banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such corporation or national banking association shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.  In case at any time the Trustee shall cease
to be eligible in accordance with provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
6.06.

     

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

     

    
      
        
        

      

      
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    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.  The Trustee shall
notify the Rating Agencies 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 an Item 1123 Certificate, Assessment of
Compliance or an Accountant’s Attestation required under Sections 6.22, 6.23 and
6.24, respectively, by March 15 of each year in which Exchange Act reports are
required, (iv) the Trustee or the Securities Administrator becomes incapable of
acting, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or
the Securities Administrator of its property is appointed, or any public officer
takes charge or control of the Trustee or the Securities Administrator or of
either of their property or affairs 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 Securities
Administrator would result in a downgrading of the rating by any 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, acceptable to the Depositor or the
Trustee by written instrument, one copy of which instrument shall be delivered
to the Trustee or Securities Administrator so removed, one copy each to the
successor trustee or successor securities administrator, as applicable, and one
copy to the Master Servicer.

     

    (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 become
effective upon acceptance of appointment by the successor trustee or the
successor securities administrator, as applicable, as provided in Section
6.07.

     

    
      
        
        

      

      
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    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, (i)
an instrument accepting such appointment hereunder and (ii) the certification
required pursuant to the first sentence of Section 6.21(e), 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 or predecessor securities
administrator, as applicable, shall deliver to the successor trustee (or assign
to the Trustee its interest under the Custody Agreement, to the extent permitted
thereunder) or successor securities administrator, as applicable, all Trustee
Mortgage Files and documents and statements related to each Trustee Mortgage
File held by it hereunder, and shall duly assign, transfer, deliver and pay over
to the successor trustee the entire Trust Fund, together with all necessary
instruments of transfer and assignment or other documents properly executed
necessary to effect such transfer and such of the records or copies thereof
maintained by the predecessor trustee in the administration hereof as may be
requested by the successor trustee and shall thereupon be discharged from all
duties and responsibilities under this Agreement.  In addition, the
Depositor and the predecessor trustee or predecessor 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.

     

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

     

    (c)           Upon
acceptance of appointment by a successor trustee or successor securities
administrator, as applicable, as provided in this Section, 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 any Rating Agency.  The expenses of
such mailing shall be borne by the Master Servicer.

     

    Section
6.08    Merger or
Consolidation of Trustee or the 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 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, in the case of the Trustee, such Person
shall be eligible under the provisions of Section 6.05.

     

    
      
        
        

      

      
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    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 5.04 hereof shall not be affected or assigned by
the appointment of a co-trustee.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Section
6.10    Authenticating
Agents. 

     

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

     

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

     

    
      
        
        

      

      
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    (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.

     

    
      Section
6.11    Indemnification
of the Trustee and the Securities Administrator. 

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Section
6.13    Collection of
Monies. 

     

    Except as
otherwise expressly provided in this Agreement, the Trustee and the Securities
Administrator may demand payment or delivery of, and shall receive and collect,
all money and other property payable to or receivable by the 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 4.04
which continues unremedied for a period of one Business Day after the date upon
which written notice of such failure shall have been given to such Master
Servicer by the Trustee or the Securities Administrator or to such 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; or

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (x)           After
receipt of notice from the Trustee, 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.

     

    If an
Event of Default described in clauses (i) through (ix) of this Section shall
occur, then, in each and every case, subject to applicable law, so long as any
such Event of Default shall not have been remedied within any period of time
prescribed by this Section, the Trustee, by notice in writing to the Master
Servicer may,
and, if so directed by Certificateholders evidencing more than 50% of the Class
Principal Amount (or Class Notional Amount) of each Class of Certificates, or
upon the occurrence of an Event of Default described in clause (x) of this
Section, shall,
terminate all of the rights and obligations of the Master Servicer hereunder and
in and to the Mortgage Loans and the proceeds thereof.  On or after
the receipt by the Master Servicer of such written notice, all authority and
power of the Master Servicer, and only in its capacity as Master Servicer under
this Agreement, whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee; and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the defaulting Master Servicer as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents or
otherwise.  The defaulting Master Servicer agrees to cooperate with
the Trustee and the Securities Administrator in effecting the termination of the
defaulting Master Servicer’s responsibilities and rights hereunder as Master
Servicer including, without limitation, notifying Servicers of the assignment of
the master servicing function and providing the Trustee or its designee all
documents and records in electronic or other form reasonably requested by it to
enable the Trustee or its designee to assume the defaulting Master Servicer’s
functions hereunder and the transfer to the Trustee for administration by it of
all amounts which shall at the time be or should have been deposited by the
defaulting Master Servicer in the Distribution Account and any other account or
fund maintained with respect to the Certificates or thereafter received with
respect to the Mortgage Loans.  The Master Servicer being terminated
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 terminated Master Servicer fails to pay the costs
incurred by the Trustee in connection with a master servicing transfer, then the
Trustee shall to be entitled to reimbursement in accordance with the provisions
of this Agreement.

     

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

     

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

     

    
      
        
        

      

      
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    (b)           On
and after the time the Master Servicer receives a notice of termination from the
Trustee pursuant to Section 6.14(a) or the Trustee receives the resignation of
the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 9.06,
the Trustee, unless another master servicer shall have been appointed, shall be
the successor in all respects to the Master Servicer in its capacity as such
under this Agreement and the transactions set forth or provided for herein and
shall have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Master Servicer hereunder, including (but subject to applicable law) 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.  In addition, the
Trustee shall have no responsibility for any act or omission of the Master
Servicer prior to the issuance of any notice of termination.  The
Trustee shall have no liability relating to the representations and warranties
of the Master Servicer set forth in Section 9.03.  In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability herein granted to the Master Servicer.  As compensation
therefor, the Trustee shall be entitled to receive all compensation payable to
the Master Servicer under this Agreement, including the Master Servicing
Fee.

     

    (c)           Notwithstanding
the above, the Trustee may, if it shall be unwilling to continue to so act, or
shall, if it is unable to so act, petition a court of competent jurisdiction to
appoint, or appoint on its own behalf any established housing and home finance
institution servicer, master servicer, servicing or mortgage servicing
institution having a net worth of not less than $15,000,000 and meeting such
other standards for a successor master servicer as are set forth in this
Agreement, as the successor to such Master Servicer in the assumption of all of
the responsibilities, duties or liabilities of a master servicer, like the
Master Servicer.  Any entity designated by the Trustee as a successor
master servicer may be an Affiliate of the Trustee; provided, however, that,
unless such Affiliate meets the net worth requirements and other standards set
forth herein for a successor master servicer, the Trustee, in its individual
capacity shall agree, at the time of such designation, to be and remain liable
to the Trust Fund for such Affiliate’s actions and omissions in performing its
duties hereunder.  In connection with such appointment and assumption,
the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted to the Master Servicer
hereunder.  Notwithstanding anything herein to the contrary, in no
event shall the Trustee be liable for any Master Servicing Fee or for any
differential in the amount of the Master Servicing Fee paid hereunder and the
amount necessary to induce any successor master servicer to act as successor
master servicer under this Agreement and the transactions set forth or provided
for herein.  The Trustee and such successor shall take such actions,
consistent with this Agreement, as shall be necessary to effectuate any such
succession and may make other arrangements with respect to the servicing to be
conducted hereunder which are not inconsistent herewith.  The Master
Servicer shall cooperate with the Trustee and any successor master servicer in
effecting the termination of the Master Servicer’s responsibilities and rights
hereunder including, without limitation, notifying Mortgagors of the assignment
of the master servicing functions and providing the Trustee and successor master
servicer, as applicable, all documents and
records in electronic or other form reasonably requested by it to enable it to
assume the Master Servicer’s functions hereunder and the transfer to the Trustee
or such successor master servicer, as applicable, all amounts which shall at the
time be or should have been deposited by the Master Servicer in the Distribution
Account and any other account or fund maintained with respect to the
Certificates or thereafter be received with respect to the Mortgage
Loans.  Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, (ii) the failure of the Master Servicer to
cooperate as required by this Agreement, (iii) the failure of the Master
Servicer to deliver the Mortgage Loan data to the Trustee as required by this
Agreement or (iv) restrictions imposed by any regulatory authority having
jurisdiction over the Master Servicer.  No successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Trustee to deliver, or any delay in delivering cash,
documents or records to it related to such distribution, or (ii) the failure of
Trustee to cooperate as required by this Agreement.

     

    
      
        
        

      

      
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    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 6.21(e).

     

    Section
6.15    Additional Remedies
of Trustee Upon Event of Default. 

     

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

     

    Section
6.16    Waiver of
Defaults. 

     

    More than
50% of the Aggregate Voting Interests of the Certificateholders may waive any
default or Event of Default by the Master Servicer in the performance of its
obligations hereunder, except that a default in the making of any required
deposit to the 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 affected
Certificateholders.  Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this
Agreement.  No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent expressly so
waived.

     

    Section
6.17    Notification to
Holders. 

     

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

     

    
      
        
        

      

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

     

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

     

    
      Section
6.19    [Reserved].

    

     

    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.  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 and the Trustee) 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.

     

    
      
        
        

      

      
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    (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 Trustee and 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, executing and/or filing any such
report.

     

    (a)           Reports
Filed on Form 10-D.

     

    (i)           Within
15 days after each Distribution Date (subject to permitted extensions under the
Exchange Act), the Securities Administrator shall prepare and file on behalf of
the Trust Fund any Form 10-D required by the Exchange Act, in form and substance
as required by the Exchange Act.  The Securities Administrator shall
file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto.  Any disclosure in addition to the Distribution Date
Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall be reported by the parties set forth on Exhibit O 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)           As
set forth on Exhibit O hereto, within 5 calendar days after the related
Distribution Date, (i) 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, with respect to the Trustee, and to the extent known
by a responsible officer thereof, with respect to the other parties, 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 L hereto (an “Additional
Disclosure Notification”) and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D.  The Depositor will be responsible
for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.

    


    (iii)           After
preparing the Form 10-D, the Securities Administrator shall forward
electronically a copy of the Form 10-D to the Depositor for
review.  The Securities Administrator will provide a copy of the Form
10-D to the Depositor by the 11th
calendar day after the related Distribution Date. On the 12th
calendar day after the related Distribution Date, the Depositor will provide any
changes or approval to the Securities Administrator (which may be furnished
electronically).  In the absence of receipt of any written changes or
approval, the Securities Administrator shall be entitled to assume that such
Form 10-D is in final form and the Securities Administrator may proceed with the
execution and filing of the Form 10-D.  No later than the 13th
calendar day after the related Distribution Date, a duly authorized
representative of the Master Servicer in charge of the master servicing function
shall sign the Form 10-D and return an electronic or fax copy of such signed
Form 10-D (with an original executed hard copy to follow by overnight mail) to
the 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, execution and
filing of Form 10-D is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
6.21(a).  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
hereto needed to prepare, arrange for execution or file such Form 10-D, not
resulting from its own negligence, bad faith or willful misconduct.

    


    (b)           Reports
Filed on Form 10-K.

     


    
      
         


      

      
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    (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 Custody Agreement and the related Servicing
Agreement, (i) the Item 1123 Certificate for each Servicer, each Additional
Servicer, the Master Servicer and Securities Administrator as described under
Section 6.22, (ii)(A) the Assessment of Compliance with servicing criteria for
each Servicer, each Servicing Function Participant, the Master Servicer,
Securities Administrator and any Servicing Function Participant engaged by such
parties (each, a “Reporting Servicer”),
as described under Section 6.23, 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, (iii)(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 (iv) a Sarbanes-Oxley Certification as described in Section 6.21(e) (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 (i) through (iv)
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 P
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 P 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__, (i) the parties set forth on Exhibit W shall be
required to provide to the Securities Administrator and the Depositor, to the
extent known by a Responsible Officer, with respect to the Trustee, and to the
extent known by a responsible officer thereof, with respect to the other
parties, a notice in the form of Exhibit L 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 an Additional
Disclosure Notification and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K.  The 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
on Form 10-K pursuant to this paragraph.


    
      
         


      

      
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    (iii)           After
preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Depositor for review. Within three
(3) business days of receipt, but in no event later than March 25, the Depositor
shall notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K.  In
the absence of any written changes or approval, the Securities Administrator
shall be entitled to assume that such Form 10-K is in final form.  No
later than the close of business on the 4th Business Day prior to the 10-K
Filing Deadline, the Depositor shall sign the Form 10-K and return an electronic
or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the 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, Servicers and any
Additional Servicer or Servicing Function Participant) strictly observing all
applicable deadlines in the performance of their duties under Sections 6.21,
6.22, 6.23, 6.24 and 11.16.  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 hereto needed to prepare, arrange for execution or file such Form 10-K,
not resulting from its own negligence, bad faith or willful
misconduct.

    


    (c)           Reports
Filed on Form 8-K.

     

    (i)           Within
four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”),
and if requested by the 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 Q
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 Q 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
(i) 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, with respect to the
Trustee, and to the extent known by a responsible officer thereof, with respect
to the other parties, a notice in the form of Exhibit L 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 (ii) 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.

     

    
      
        
        

      

      
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    (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 execution and filing of the Form
8-K.  No later than noon New York City time on the 4th Business Day
after the Reportable Event, 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 under this Section
6.21(c)(ii).  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.

    


    (d)           Delisting;
Amendments; Late Filings.

     

    (i)           If
directed to do so by the Depositor, on or before January 30, 20__, the
Securities Administrator shall, in accordance with industry standards, 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, at that time and, thereafter,
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, file a Form 15.

     

    
      
        
        

      

      
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    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: (i) 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; (ii) 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; (iii) 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 (ii) above); (iv) 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 (v) 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 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 Form 15, a Form 12b-25
or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
performing its duties under this Section.  Neither the Securities
Administrator nor the Master Servicer shall have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare and/or timely file 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 hereto needed to prepare, arrange for execution or file
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.

     

    
      
        
        

      

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

    


    (e)           Sarbanes-Oxley
Certification.

     

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

     

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

     

    
      Section
6.22    Annual
Statements of Compliance.

    

     

    (a)           The
Master Servicer, the Securities Administrator and each Servicer shall deliver or
otherwise make available (and the Master Servicer, the Securities Administrator
and each Servicer shall cause any Additional Servicer engaged by it to deliver
or otherwise make available) to the Depositor and the Securities Administrator
on or before March 15 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,
or such other applicable agreement in the case of an Additional Servicer, in all
material respects throughout such year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying
each such
failure known to such officer and the nature and status
thereof.  Promptly after receipt of each such Item 1123 Certificate,
the Depositor shall review such Item 1123 Certificate and, if applicable,
consult with each such party, as applicable, as to the nature of any failures by
such party, in the fulfillment of any of such party’s obligations hereunder or,
in the case of an Additional Servicer, under such other applicable
agreement.

     

    
      
        
        

      

      
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    (b)           The
Master Servicer shall include all Item 1123 Certificates received by it from
each Servicer with its Item 1123 Certificate to be submitted to the Securities
Administrator pursuant to this Section.

     

    (c)           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 to such applicable agreement, as
the case may be, notwithstanding  any such termination, assignment or
resignation.

     

    (d)           The
Master Servicer shall enforce any obligation of any Servicer, to the extent set
forth in the related Servicing Agreement, to deliver to the Master Servicer an
Item 1123 Certificate as may be required pursuant to the related Servicing
Agreement.  The Master Servicer shall include such Item 1123
Certificate with its own Item 1123 Certificate to be submitted to the Securities
Administrator and the Depositor pursuant to this Section.

     

    
      Section
6.23    Annual
Assessments of Compliance.

    

     

    (a)           By
March 15 of each year, commencing in March 20__, the Master Servicer and the
Securities Administrator and each Servicer, each at its own expense, shall
furnish or otherwise make available, and each such party shall cause any
Servicing Function Participant engaged by it to furnish or otherwise make
available, each at its own expense, to the Securities Administrator and the
Depositor, a report on an assessment of compliance with the Relevant Servicing
Criteria (an “Assessment of
Compliance”) that contains (A) a statement by such party of its
responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such party used the Relevant Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such party’s Assessment of
Compliance with the Relevant Servicing Criteria as of and for the fiscal year
covered by the Form 10-K required to be filed pursuant to Section 6.21(b),
including, if there has been any material instance of noncompliance with the
Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm
has issued an Accountant’s Attestation on such party’s Assessment of Compliance
with the Relevant Servicing Criteria as of and for such period.

     

    (b)           No
later than the end of each fiscal year for the Trust Fund for which a 10-K is
required to be filed, each Servicer 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 and each Servicer (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.

     

    
      
        
        

      

      
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    (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
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 N and on any similar exhibit set forth in each Servicing
Agreement in respect of each Servicer and notify the Depositor of any
exceptions.  None of such parties will be required to deliver any such
assessments until March 30 in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in
respect of the Trust Fund for the preceding calendar year.

     

    (d)           The
Master Servicer shall include all Assessments of Compliance received by it from
the Servicers with its own Assessment of Compliance to be submitted to the
Securities Administrator pursuant to this Section.

     

    (e)           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.

     

    (f)           The
Master Servicer shall enforce any obligation of the Servicers and the Custodian,
to the extent set forth in the related Servicing Agreement or the Custody
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 Custody
Agreement, as applicable.  The Master Servicer shall include such
Assessment of Compliance with its own Assessment of Compliance to be submitted
to the Securities Administrator pursuant to this Section.

     

    
      Section
6.24    Accountant’s
Attestation.

    

     

    (a)           By
March 15 of each year, commencing in 20__, the Master Servicer, the Securities
Administrator and each Servicer, each at its own expense, shall cause, and each
such party shall cause any Servicing Function Participant engaged by it to
cause, each at its own expense, a registered public accounting firm (which may
also render other services to the Master Servicer, the Securities Administrator
or 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 the Depositor, to the
effect that (i) it has obtained a representation regarding certain matters from
the management of such party, which includes an assertion that such party has
complied with the Relevant Servicing Criteria, and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is expressing
an opinion as to whether such party’s compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such party’s Assessment of Compliance with the
Relevant Servicing Criteria.  In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion.  Such report must
be available for general use and not contain restricted use
language.

     

    
      
        
        

      

      
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    (b)           Promptly
after receipt of such Accountant’s Attestations from the Master Servicer, each
Servicer, each Custodian, the Securities Administrator or any Servicing Function
Participant engaged by such parties, (i) the Depositor shall review the report
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. None of such parties shall be required to
deliver any such assessments until March 30 in any given year so long as it has
received written confirmation from the Depositor that a Form 10-K is not
required to be filed in respect of the Trust Fund for the preceding calendar
year.

     

    (c)           The
Master Servicer shall include each Accountant’s Attestation furnished to it by
the Servicers 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 Securities Administrator, the Custodian, any
Servicer or 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, or the Custody Agreement, Servicing Agreement or
sub-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.

     

    (e)           The
Master Servicer shall enforce any obligation of the Servicers and the Custodian,
to the extent set forth in the related Servicing Agreement and the Custody
Agreement, as applicable, to deliver to the Master Servicer an attestation as
may be required pursuant to, the related Servicing Agreement or the Custody
Agreement, as applicable.  The Master Servicer shall include each such
attestation with its own Accountant’s Attestation to be submitted to the
Securities Administrator pursuant to this Section.

     

    ARTICLE
VII

     

    PURCHASE
OF MORTGAGE LOANS AND

    TERMINATION
OF THE TRUST FUND

     

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

       

      
        
          
          

        

        
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    (a)           The
respective obligations and responsibilities of the Trustee, the Securities
Administrator and the Master Servicer created hereby (other than the obligation
of the Securities Administrator to make payments to the Certificateholders as
set forth in Section 7.02), shall terminate on the earliest of (i) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
Fund and the disposition of all REO Property, (ii) the sale of the property held
by the Trust Fund in accordance with Section 7.01(b) (if the Holder of the Class
LT-R Certificate chooses to sell the assets of the Trust Fund in connection with
the redemption of the Certificates) and (iii) the Distribution Date immediately
following the Latest Possible Maturity Date; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.  Any termination of the Trust Fund shall be
carried out in such a manner so that the termination of each REMIC included
therein shall qualify as a “qualified liquidation” under the REMIC
Provisions.

     

    (b)           
The Holder of the Class LT-R Certificate shall have the option to instruct the
Trustee to redeem the Certificates, in whole but not in part, on any
Distribution Date on or after the date on which the Aggregate Stated Principal
Balance is equal to or less than [20]% of the Aggregate Stated Principal Balance
as of the Cut-off Date.  If the Holder of the Class LT-R Certificate
elects to cause a redemption of the Certificates, it shall, no later than 30
days prior to the Distribution Date selected for redemption (the “Redemption
Date”), deliver written notice to the Trustee and the Securities Administrator
and either (a) deposit in the Distribution Account the Redemption Price therefor
or (b) state in such notice that the Redemption Price shall be deposited in the
Distribution Account not later than 10:00 a.m., New York City time on the
applicable Redemption Date.  In connection with such redemption, if
the Holder of the Class LT-R Certificate elects to liquidate the assets of the
Trust Fund, such Holder shall cause the Trustee to cause each REMIC to adopt a
plan of complete liquidation by complying with the provisions of Section
7.03.  If any Restricted Holder purchases (or provides financing for)
the Certificates, the purchase price to be paid by such Restricted Holder for
the assets of the Trust Fund shall not be less than the fair market value of
those assets, as determined by an appraiser or appraisers selected by the
Depositor and agreed upon by the Trustee.

     

    (c)           [Reserved].

     

    (d)           The
Depositor, the Master Servicer, each Servicer, the Securities Administrator and
the Custodian shall be reimbursed from the Redemption Price, for any Advances,
Servicer Advances, accrued and unpaid Servicing Fees and Master Servicing Fees
or other amounts with respect to the related Mortgage Loans that are
reimbursable to such parties under this Agreement, the related Servicing
Agreement or the Custody Agreement.


    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 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.

     

    
      
        
        

      

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

     

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

     

    (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 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 Depositor), 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 by the Holder of the Class LT-R Certificate that
it intends to exercise its option to cause the termination of the Trust Fund,
the Trustee 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;

     

    (ii)           Any
sale of the assets of the Trust Fund pursuant to Section 7.01 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 assets to the purchaser
thereof as instructed by the Holder of the Class LT-R Certificate;

     

    
      
        
        

      

      
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    (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 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 under this
Section and to take such other action in connection therewith as may be
reasonably requested by the Securities Administrator or any
Servicer.

     

    ARTICLE
VIII

     

    RIGHTS OF
CERTIFICATEHOLDERS

     

    Section
8.01    Limitation on Rights
of Holders. 

     

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

     

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

     

    
      
        
        

      

      
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    Section
8.02    Access to List of
Holders. 

     

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

     

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

     

    (c)           Every
Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
and holding a Certificate, agrees with the Depositor, the Master Servicer, the
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.

     

    Section
8.03    Acts of Holders of
Certificates. 

     

    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by Holders or Certificate
Owners, if the Holder is a Clearing Agency, may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and the 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.

     

    
      
        
        

      

      
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    (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
neither the Trustee, the Securities Administrator, the Master Servicer, nor the
Depositor shall be affected by any notice to the contrary.

     

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

     

    ARTICLE
IX

     

    ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS

    BY THE
MASTER SERVICER

     

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

       

      
        
          
          

        

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

     

    (b)           Upon
any termination by the Master Servicer of a Servicer’s rights and powers
pursuant to its Servicing Agreement, the rights and powers of the Servicer with
respect to the Mortgage Loans shall vest in the Master Servicer and the Master
Servicer shall be the successor in all respects to such Servicer in its capacity
as Servicer with respect to such Mortgage Loans under the related Servicing
Agreement, unless or until the Master Servicer shall have appointed, with the
consent of the Trustee and the Rating Agencies, such consent not to be
unreasonably withheld, and in accordance with the applicable provisions of the
Servicing Agreement, a new Fannie Mae- or FHLMC-approved Person that is a member
in good standing of MERS to serve as
successor to the Servicer; provided, however, that no
Trustee consent or Rating Agency approval shall be required if the successor
servicer is a Person that was a Servicer on the Closing Date; provided, further, that it is
understood and agreed by the parties hereto that there will be a period of
transition (not to exceed 90 days) before the actual servicing functions can be
fully transferred to a successor servicer (including the Master
Servicer).  With such consent, the Master Servicer may elect to
continue to serve as successor servicer under the Servicing
Agreement.  Upon appointment of a successor servicer, as authorized
under this Section 9.01(b), unless the successor servicer shall have assumed the
obligation of the terminated Servicer under such Servicing Agreement, the Master
Servicer, the Trustee and such successor servicer shall enter into a servicing
agreement in a form substantially similar to the affected Servicing Agreement.
In connection with any such appointment, the Master Servicer may make such
arrangements for the compensation of such successor as it and such successor
shall agree, but in no event shall such compensation of any successor servicer
(including the Master Servicer) be in excess of that payable to the Servicer
under the affected Servicing Agreement.

     

    
      
        
        

      

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

     

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

     

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

     

    (d)           Unless
otherwise specified herein, the provisions of Section 9.01(b) (relating to the
Fannie Mae- and Freddie Mac- approval and MERS membership of any successor
servicer, the form of any servicing agreement to be entered into by such
successor servicer and the amount of compensation payable thereunder) and the
provisions of Section 9.01(c) (relating to notices to the Trustee, the
Securities Administrator and the Rating Agencies) shall apply to any proposed
transfer or assignment by the Seller of its rights under any Servicing Agreement
or of the servicing thereunder or delegation of its rights or duties thereunder
or any portion thereof to any other Person other than the initial Servicer under
such Servicing Agreement; provided that the Seller shall not be required to
provide prior notice to anyone other than the Master Servicer of any transfer of
servicing that occurs within four months following the Closing Date to an entity
that is a Servicer on the Closing Date.  In addition, neither the
Depositor nor the Trustee shall consent to the assignment by any Servicer of
such Servicer’s rights and obligations under the Servicing
Agreement to a successor servicer other than a Person that was a Servicer on the
Closing Date without the prior written consent of the Master Servicer, which
consent shall not be unreasonably withheld.

     

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

     

    
      
        
        

      

      
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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 successor master servicer a Fannie-Mae or FHLMC-approved
servicer that is acceptable to the Depositor and the Rating
Agencies.  The Trustee, its designee or any successor master servicer
appointed by the Trustee shall be deemed to have assumed all of the Master
Servicer’s interest herein and therein to the same extent as if such Servicing
Agreement had been assigned to the assuming party, except that the Master
Servicer shall not thereby be relieved of any liability or obligations of the
Master Servicer under such Servicing Agreement accruing prior to its replacement
as Master Servicer, and shall be liable to the Trustee, and hereby agrees to
indemnify and hold harmless the Trustee from and against all costs, damages,
expenses and liabilities (including reasonable attorneys’ fees) incurred by the
Trustee as a result of such liability or obligations of the Master Servicer and
in connection with the Trustee’s assumption (but not its performance, except to
the extent that costs or liability of the Trustee are created or increased as a
result of negligent or wrongful acts or omissions of the Master
Servicer prior to its replacement as Master Servicer) of the Master Servicer’s
obligations, duties or responsibilities thereunder.

     

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

     

    
      
        
        

      

      
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    Section
9.03    Representations and
Warranties of the Master Servicer. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (b)           It
is understood and agreed that the representations and warranties set forth in
this Section shall survive the execution and delivery of this
Agreement.  In addition to any indemnity required pursuant to Section
11.16 hereof, the Master Servicer shall indemnify the Depositor, the Securities
Administrator and the Trustee and hold them harmless against any loss, damages,
penalties, fines, forfeitures, legal fees and related costs, judgments, and
other costs and expenses resulting from any claim, demand, defense or assertion
based on or grounded upon, or resulting from, a material breach of the Master
Servicer’s representations and warranties contained in Section 9.03(a) or any
failure by the Master Servicer to deliver any information, report,
certification, accountants’ letter or other material when and as required under
this Agreement.  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 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 shall accrue upon
discovery of such breach by either the Depositor, the Master Servicer or the
Trustee or notice thereof by any one of such parties to the other
parties.

     

    Section
9.04    Compensation to the
Master Servicer. 

     

    The
Master Servicer shall be entitled to be paid by the Trust Fund, and either
retain or withdraw from the Distribution Account, (i) its Master Servicing Fee
with respect to each Distribution Date, (ii) amounts necessary to reimburse
itself for any previously unreimbursed Advances,
Servicer Advances and Nonrecoverable Advances in accordance with the definition
of “Available Distribution Amount” and (iii) amounts representing assumption
fees, late payment charges or other ancillary income not included in the
definition of “Available Distribution Amount” and which are not required to be
remitted by the Servicers to the Securities Administrator or deposited by the
Securities Administrator into the Distribution Account.  The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor
except as provided in this Agreement.

     

    
      
        
        

      

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

     

    Section
9.05    Merger or
Consolidation. 

     

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

     

    Section
9.06    Resignation of Master
Servicer. 

     

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

     

    If, at
any time, the Master Servicer resigns under this Section 9.06, or transfers or
assigns its rights and obligations under Section 9.07, or is removed as Master
Servicer pursuant to Section 6.14, then at such time as
[               ]
also shall resign (and shall be entitled to resign) as 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), and upon delivery to the Trustee and the Depositor of a
letter from each Rating Agency to the effect that such action shall not result
in a downgrading of the Certificates, to delegate or assign to or subcontract
with or authorize or appoint any qualified Person to perform and carry out any
duties, covenants or obligations to be performed and carried out by the Master
Servicer hereunder.  Notice of such permitted assignment shall be
given promptly by the Master Servicer to the Depositor and the
Trustee.  If, pursuant to any provision hereof, the duties of the
Master Servicer are transferred to a successor master servicer, the entire
amount of the Master Servicing Fees and other compensation payable to the Master
Servicer pursuant hereto shall thereafter be payable to such successor master
servicer.  Such successor master servicer shall also pay the fees of
the Trustee and the Securities Administrator, as provided herein.

     

    
      
        
        

      

      
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    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 to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder.  In such event, the legal expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund and the Master Servicer shall be entitled to be reimbursed
therefor out of the 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 in this Agreement.

     

    Section
9.09    Indemnification;
Third-Party Claims. 

     

    In
addition to any indemnity required pursuant to Section 11.16 hereof, the Master
Servicer agrees to indemnify the Depositor, the Securities Administrator and the
Trustee, and hold them harmless against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liability, fees and expenses that the Depositor, the 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 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 that such party
believes entitles it to indemnification under this Section 9.09, and immediately
upon discharge and satisfaction of any such judgment or decree which may be
entered against it or them in respect of such claim, the Master Servicer shall
indemnify such party for such claim, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liability, fees
and expenses in connection therewith.  This indemnification shall
survive the termination of this Agreement and the resignation or removal of the
Master Servicer.

     

    
      
        
        

      

      
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    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.

     

    ARTICLE
X

     

    REMIC
ADMINISTRATION

     

    Section
10.01    REMIC
Administration. 

     

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

     

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

     

    (c)           The
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 as
required by Section 6.20 and this Section.

     

    
      
        
        

      

      
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    (d)           The
Securities Administrator shall prepare, and the Trustee shall sign and file, 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) account for income under the all-OID method at the Pool 1
Net WAC, Pool 2 Net WAC, Pool 3 Net WAC, Pool 4 Net WAC or Pool 5 Net WAC, as
applicable; (iv) use the aggregation method provided in Treasury Regulation
section 1.1275-2(c); and (v) account for income and expenses related to such
Non-Upper-Tier REMIC in the manner resulting in the lowest amount of excess
inclusion income possible accruing to the Holder of the residual interest in
such Non-Upper-Tier REMIC.

     

    (e)           The
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,
upon receipt of additional reasonable compensation, (i) to the Treasury or other
governmental authority such information as is necessary for the application of
any tax relating to the transfer of a Residual Certificate to any disqualified
person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any
person designated in Section 860E(e)(3) of the Code and (ii) to the 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 take any action or cause any REMIC to take any action
necessary to create or maintain the status of any REMIC as a REMIC under the
REMIC Provisions and shall assist each other as necessary to create or maintain
such status.  Neither the Trustee, the Securities Administrator, the
Master Servicer nor the Holder of any Residual Certificate shall knowingly take
any action, cause any REMIC to take any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could result in
an Adverse REMIC Event unless the Trustee, the Securities Administrator and the
Master Servicer have received an Opinion of Counsel (at the expense of the party
seeking to take such action or failing to take such action) to the effect that
the contemplated action (or inaction, as the case may be) will not endanger such
status or result in the imposition of such a tax.  In addition, prior
to taking any action with respect to any REMIC or the assets therein, or causing
any REMIC to take any action, which is not expressly permitted under the terms
of this Agreement, any Holder of a Residual Certificate will consult with the
Trustee, the 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 Residual Certificateholders.  The Trustee 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.

     

    
      
        
        

      

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

     

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

     

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

     

    (j)           Neither
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
Trustee and the Securities Administrator shall treat the Reserve Fund as an
“outside reserve fund” within the meaning of Treasury Regulation Section
1.860G-2(h) that is owned by the holders of the Interest-Only Certificates and
that is not an asset of any REMIC.  The Trustee and the Securities
Administrator shall treat the rights of the Holders of the LIBOR Certificates to
receive distributions from the Reserve Fund to cover Net WAC Shortfalls as
payments under an interest rate cap contract written by the Holders of the Class
1-XA Certificates in favor of the Holders of the LIBOR
Certificates.  Thus, each Class of LIBOR Certificates shall be treated
as representing not only ownership of regular interests in a REMIC, but also
ownership of an interest in an interest rate cap contract.  For
purposes of determining the issue prices of the Certificates, the interest rate
cap contracts shall be assumed to have a zero value unless and until required
otherwise by an applicable taxing authority.

     

    (l)           The
Holder of the Class LT-R Certificate shall act as “tax matters person” with
respect to the Lower-Tier REMIC and shall act as agent for the Holder of the
Class 1-AR Certificate as “tax matters person” with respect to the Upper-Tier
REMIC and the Middle-Tier REMIC and the Securities Administrator shall act as
agent for the Holder of the Class LT-R Certificate in such roles, unless and
until another party is so designated by the Holder of the Class LT-R
Certificate.

     

    
      
        
        

      

      
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    Section
10.02    Prohibited
Transactions and Activities. 

     

    Neither
the Depositor, the Master Servicer nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of each REMIC pursuant to Article VII of this Agreement,
(iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
assets for any REMIC, nor sell or dispose of any investments in the Distribution
Account for gain, nor accept any contributions to any REMIC after the Closing
Date, unless it has received an Opinion of Counsel (at the expense of the party
causing such sale, disposition, or substitution) that such disposition,
acquisition, substitution, or acceptance will not result in an Adverse REMIC
Event, (b) affect the distribution of interest or principal on the Certificates
or (c) result in the encumbrance of the assets transferred or assigned to the
Trust Fund (except pursuant to the provisions of this Agreement).

     

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

    

     

    Upon the
occurrence of an Adverse REMIC Event due to the negligent performance by the
Securities Administrator of its duties and obligations set forth herein, the
Securities Administrator shall indemnify the Certificateholders of the related
Residual Certificate against any and all losses, claims, damages, liabilities or
expenses (“Losses”) resulting from such negligence; provided, however, that the
Securities Administrator shall not be liable for any such Losses attributable to
the action or inaction of the Depositor, the Trustee or the Holder of the
Residual Certificate, nor for any such Losses resulting from misinformation
provided by any of the foregoing parties  on which the Securities
Administrator has relied.  Notwithstanding the foregoing, however, in
no event shall the Securities Administrator have any liability (1) for any
action or omission that is taken in accordance with and in compliance with the
express terms of, or which is expressly permitted by the terms of, this
Agreement or under any Servicing Agreement or under any Acknowledgement, (2) for
any Losses other than arising out of malfeasance, willful misconduct or
negligent performance by the Securities Administrator of its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders of the related Residual Certificate (in addition to
payment of principal and interest on the Certificates).

     

    Section
10.04    REO
Property. 

     

    (a)           Notwithstanding
any other provision of this Agreement, the Master Servicer, acting on behalf of
the 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 adversely affect the status of any REMIC as a REMIC and
any income generated for any REMIC by the REO Property would not result in an
Adverse REMIC Event.

     

    
      
        
        

      

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

     

    ARTICLE
XI

     

    MISCELLANEOUS
PROVISIONS

     

    Section
11.01    Binding Nature of
Agreement; Assignment. 

     

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

     

    Section
11.02    Entire
Agreement. 

     

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

     

    Section
11.03    Amendment. 

     

    (a)           This
Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Securities Administrator, and the Trustee, without notice to or
the consent of any of the Holders, (i) to cure any ambiguity or mistake, (ii) to
cause the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Certificates, the Trust
Fund or this Agreement in the Prospectus, or to correct or supplement any
provision herein which may be inconsistent with any other provisions herein or
with the provisions of any Servicing Agreement, (iii) to make any other
provisions with respect to matters or questions arising under this Agreement or
(iv) to add, delete, or amend any provisions to the extent necessary or
desirable to comply with any requirements imposed by the Code and the REMIC
Provisions.  No such amendment effected pursuant to the preceding
sentence shall, as evidenced by an Opinion of Counsel, result in an Adverse
REMIC Event, nor shall such amendment effected pursuant to clause (iii) of such
sentence adversely affect in any material respect the interests of any
Holder.  Prior to entering into any amendment without the consent of
Holders pursuant to this paragraph, the Trustee shall be provided with an
Opinion of Counsel (at the expense of the party requesting such amendment) to
the effect that such amendment is permitted under this Section.  Any
such amendment shall be deemed not to adversely affect in any material respect
any Holder, if the Trustee and the Securities Administrator receive written
confirmation from each Rating Agency that such amendment will not cause such
Rating Agency to reduce the then current rating assigned to the
Certificates.

     

    
      
        
        

      

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

     

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

     

    (e)           Notwithstanding
anything to the contrary in any Servicing Agreement, the Trustee shall not
consent to any amendment of any Servicing Agreement except pursuant to the
standards provided in this Section with respect to amendment of this
Agreement.

     

    (f)           Prior
to the execution of any amendment to this Agreement, each of the Trustee and the
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
Affiliates 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 Series or Class are “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, each
of the Depositor, the Master Servicer, the 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 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 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.

     

    
      
        
        

      

      
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    Section
11.07    Notices. 

     

    All
requests, demands, notices, authorizations, directions, consents, waivers and
communications hereunder shall be in writing and shall be deemed to have been
duly given when received by (a) in the case of the Depositor, Sequoia
Residential Funding, Inc., One Belvedere Place, Suite 330, Mill Valley, CA
94941, telecopy number (415) 381-1773, Attention:  Sequoia Mortgage
Trust 20__-_, or in the case of notification required to be delivered by the
Securities Administrator to the Depositor pursuant to Section 6.21, to Sequoia
Residential Funding, Inc. via facsimile or via email at such facsimile number or
email address furnished separately by the Depositor to the Securities
Administrator from time to time, (b) in the case of the Seller, RWT
Holdings, Inc., One Belvedere Place, Suite 330, Mill Valley, CA 94941 telecopy
number (415) 381-1773, Attention:  Sequoia Mortgage Trust 20__-_,
(c) in the case of the Master Servicer or the Securities Administrator,
[                 (or,
for overnight
deliveries,          ),
telecopy number
(   )                ,
Attention: Client Manager – Sequoia Mortgage Trust 20__-_], and (d) with respect
to the Trustee or the Certificate Registrar, its respective Corporate Trust
Office, or as to each party such other address as may hereafter be furnished by
such party to the other parties in writing.  All demands, notices and
communications to a party hereunder shall be in writing and shall be deemed to
have been duly given when delivered to such party at the relevant address,
facsimile number or electronic mail address set forth above or at such other
address, facsimile number or electronic mail address as such party may designate
from time to time by written notice in accordance with this Section
11.07.

     

    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.

     

    
      
        
        

      

      
        - 115
-

        
          

        

      

      
        
        

      

    

     

    Section
11.11    Benefits of
Agreement. 

     

    Nothing
in this Agreement or in the Certificates, express or implied, shall give to any
Person, other than the parties to this Agreement and their successors hereunder
and the Holders of the Certificates, any benefit or any legal or equitable
right, power, remedy or claim under this Agreement, except to the extent
specified in Section 11.15.

     

    Section
11.12    Special Notices to
the Rating Agencies. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    If to
Moody’s, to:

    


    Moody’s
Investors Service

    99 Church
Street

    New York,
New York 10007

    Attn:
Residential Mortgages

     

     

    
      
        
        

      

      
        - 116
-

        
          

        

      

      
        
        

      

    

     

     

    If to
S&P, to:

     

    Standard & Poor’s Ratings
Services,

    a
division of The McGraw-Hill Companies, Inc.

    55 Water
Street

    New York,
New York 10041

    Attn:  Residential
Mortgages

    


    (c)           The
Securities Administrator shall provide or make available to the Rating Agencies
reports prepared pursuant to Section 4.02.  In addition, the
Securities Administrator shall, at the expense of the Trust Fund, make available
to each Rating Agency such information as such Rating Agency may reasonably
request regarding the Certificates or the Trust Fund, to the extent that such
information is reasonably available to the Securities
Administrator.

     

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

     

    Section
11.13    Conflicts. 

     

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

     

    Section
11.14    Counterparts. 

     

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

     

    Section
11.15    No
Petitions.

     

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

     

    Section
11.16    Intention of the
Parties and Interpretation; Indemnification.

     

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

     

    
      
        
        

      

      
        - 117
-

        
          

        

      

      
        
        

      

    

     

    Each of
the Depositor, the Master Servicer, each Servicer, the Securities Administrator
and any Servicing Function Participant engaged by such party shall indemnify and
hold harmless the Securities Administrator, the Master Servicer, the Depositor
and the Seller and each of their directors, officers, employees, agents, and
affiliates from and against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments and other
costs and expenses arising out of or based upon (a) any breach by such party of
any of its obligations hereunder, including particularly its obligations to
provide any Item 1123 Certificate, 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, (b) any misstatement or omission in any information, data or materials
provided by such party, (or in the case of the Securities Administrator or the
Master Servicer, any material misstatement or material omission in (i) any Item
1123 Certificate, 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 the Master Servicer or the
Securities Administrator), or (c) the negligence, bad faith or willful
misconduct of such party in connection with its performance
hereunder.  If the indemnification provided for herein is unavailable
or insufficient to hold harmless the Master Servicer, the Securities
Administrator, the Depositor or the Seller, as the case may be, then each such
party agrees that it shall contribute to the amount paid or payable by the
Securities Administrator, the Master Servicer, the Depositor and the Seller, 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.

     


    
      
         


      

      
        - 118
-

        
          

        

      

      
         


      

    


    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:

     

     

    [                       ],

    as
Trustee

     

     

    By:
_________________________________

    Name:

    Title:

     

     

    [                            ],

    as Master
Servicer

     

     

    By:
_________________________________

    Name:

    Title:

     

     

    [                            ],

    as
Securities Administrator

     

     

    By:
_________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    Solely
for purposes of Section 2.04, 7.01(b) and 9.01(d)

    accepted
and agreed to by:

    


    


    RWT
HOLDINGS, INC.

    


     

    By:
____________________________

           [Name]

           Authorized
Signatory

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    FORMS OF
CERTIFICATES

     

     

     

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    FORM OF
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

    
    

     

    
      	 STATE
    OF	)
	 	)           ss.:
	 COUNTY
      OF	)


    

     

    [NAME OF
OFFICER], _________________ being first duly sworn, deposes and
says:

     

    
      	
               
      

            	
              1.

            	
              That
      he [she] is [title of officer] ________________________ of [name of
      Purchaser] _________________________________________ (the “Purchaser”), a
      _______________________ [description of type of entity] duly organized and
      existing under the laws of the [State of __________] [United States], on
      behalf of which he [she] makes this
affidavit.

            


    

     

    
      	
               
      

            	
              2.

            	
              That
      the Purchaser’s Taxpayer Identification Number is
      [           ].

            


    

     

    
      	
               
      

            	
              3.

            	
              That
      the Purchaser is not a “disqualified organization” within the meaning of
      Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
      “Code”) and will not be a “disqualified organization” as of [date of
      transfer], and that the Purchaser is not acquiring a Residual Certificate
      (as defined in the Agreement) for the account of, or as agent (including a
      broker, nominee, or other middleman) for, any person or entity from which
      it has not received an affidavit substantially in the form of this
      affidavit.  For these purposes, a “disqualified organization”
      means the United States, any state or political subdivision thereof, any
      foreign government, any international organization, any agency or
      instrumentality of any of the foregoing (other than an instrumentality if
      all of its activities are subject to tax and a majority of its board of
      directors is not selected by such governmental entity), any cooperative
      organization furnishing electric energy or providing telephone service to
      persons in rural areas as described in Code Section 1381(a)(2)(C), any
      “electing large partnership” within the meaning of Section 775 of the
      Code, or any organization (other than a farmers’ cooperative described in
      Code Section 521) that is exempt from federal income tax unless such
      organization is subject to the tax on unrelated business income imposed by
      Code Section 511.

            


    

     

    
      	
               
      

            	
              4.

            	
              That
      the Purchaser either (x) is not, and on __________________ [date of
      transfer] will not be, an employee benefit plan or other retirement
      arrangement subject to Section 406 of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code
      (“Code”), (collectively, a “Plan”) or a person acting on behalf of any
      such Plan or investing the assets of any such Plan to acquire a Residual
      Certificate; (y) if the Residual Certificate has been subject to an
      ERISA-Qualifying Underwriting, is an insurance company that is purchasing
      the Certificate with funds contained in an “insurance company general
      account” as defined in Section V(e) of Prohibited Transaction Class Exemption
      (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered
      under Sections I and III of PTCE 95-60; or (z) herewith delivers to the
      Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”)
      satisfactory to the Certificate Registrar, and upon which the Certificate
      Registrar, the Trustee, the Master Servicer, the Depositor and Securities
      Administrator shall be entitled to rely, to the effect that the purchase
      or holding of such Residual Certificate by the Investor will not result in
      any non-exempt prohibited transactions under Title I of ERISA or Section
      4975 of the Code and will not subject the Certificate Registrar, the
      Trustee, the Depositor, the Master Servicer or the Securities
      Administrator to any obligation in addition to those undertaken by such
      entities in the Agreement, which opinion of counsel shall not be an
      expense of the Trust Fund or any of the above
    parties.

            


    

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     


    
    

    
      	
               
      

            	
              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 and 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”).

            


    

     

    
      	
               
      

            	
              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.

            


    

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              10.

            	
              That
      the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person
      that holds a Residual Certificate in connection with the conduct of a
      trade or business within
      the United States and has furnished the transferor 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 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-3

        
          

        

      

      
        
        

      

    


    IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its
behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________ 20__.

     

    _________________________________

    [name of
Purchaser]

     

     

    By:______________________________

    Name:

    Title:

     

    Personally
appeared before me the above-named [name of officer] ________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the [title of officer] _________________ of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.

     

    Subscribed
and sworn before me this _____ day of __________ 20__.

     

    NOTARY
PUBLIC

     

    ______________________________

     

    COUNTY
OF_____________________

     

    STATE
OF______________________

     

    My
commission expires the _____ day of __________ 20__.

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
C

     

    RESIDUAL
CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

     

    ____________________________

    Date

     

    Re:           Sequoia
Mortgage Trust 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
CUSTODY AGREEMENT

     

     

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

     

    LIST OF
SERVICING AGREEMENTS

     

     

    
      	
               
      

            	
              1.

            


    

    
      	
               
      

            	
               

            


    

     

     

     

    
 

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
F

     

    LIST OF
PURCHASE AGREEMENTS

     

     

    
      	
               
      

            	
              1.

            


    

    


     

     

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
G

     

    LIST OF
LIMITED PURPOSE SURETY BONDS

     

     

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
H

     

    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 and 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 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(s) and the Depositor.

     

    _____________________________________

    [Name of
Transferor]

     

     

    By:__________________________________

    Name:

    Title:

     

    Dated:
___________, ____

     

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
I

     

    FORM OF
PURCHASER’S LETTER FOR

    INSTITUTIONAL
ACCREDITED INVESTOR

     

                                   

    Date

     

    Dear
Sirs:

     

    In
connection with our proposed purchase of $______________ principal amount of
Sequoia Mortgage Trust 20__-_ Mortgage Pass-Through Certificates (the “Privately
Offered Certificates”) of Sequoia Residential Funding, Inc. (the “Depositor”),
we confirm that:

     

    
      	
              (1)

            	
              We
      understand that the Privately Offered Certificates have not been, and will
      not be, registered under the Securities Act of 1933, as amended (the
      “Securities Act”), and may not be sold except as permitted in the
      following sentence. We agree, on our own behalf and on behalf of any
      accounts for which we are acting as hereinafter stated, that if we should
      sell any Privately Offered Certificates within two years of the later of
      the date of original issuance of the Privately Offered Certificates or the
      last day on which such Privately Offered Certificates are owned by the
      Depositor or any affiliate of the Depositor we will do so only (A) to the
      Depositor, (B) to “qualified institutional buyers” (within the meaning of
      Rule 144A under the Securities Act) in accordance with Rule 144A under the
      Securities Act (“QIBs”), (C) pursuant to the exemption from registration
      provided by Rule 144 under the Securities Act, or (D) to an institutional
      “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
      (7) of Regulation D under the Securities Act that is not a QIB (an
      “Institutional Accredited Investor”) which, prior to such transfer,
      delivers to the Certificate Registrar under the Pooling and Servicing
      Agreement, dated as of ____________ __, 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 Privately Offered Certificates from us a notice advising such
      purchaser that resales of the Privately Offered Certificates are
      restricted as stated herein.

            


    

     

    
      	
              (2)

            	
              We
      understand that, in connection with any proposed resale of any Privately
      Offered Certificates to an Institutional Accredited Investor, we will be
      required to furnish to the Certificate Registrar a certification from such
      transferee in the form hereof to confirm that the proposed sale is being
      made pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the Securities Act. We further understand
      that the Privately Offered Certificates purchased by us will bear a legend
      to the foregoing effect.

            


    

     

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     


    
      	
              (3)

            	
              We
      are acquiring the Privately Offered Certificates for investment purposes
      and not with a view to, or for offer or sale in connection with, any
      distribution in violation of the Securities Act. We have such knowledge
      and experience in financial and business matters as to be capable of
      evaluating the merits and risks of our investment in the Privately Offered
      Certificates, and we and any account for which we are acting are each able
      to bear the economic risk of such
investment.

            


    

     

    
      	
              (4)

            	
              We
      are an Institutional Accredited Investor and we are acquiring the
      Privately Offered Certificates purchased by us for our own account or for
      one or more accounts (each of which is an Institutional Accredited
      Investor) as to each of which we exercise sole investment
      discretion.

            


    

     

    
      	
              (5)

            	
              We
      have received such information as we deem necessary in order to make our
      investment decision.

            


    

     

    
      	
              (6)

            	
              If
      we are acquiring ERISA-Restricted Certificates, we understand that in
      accordance with ERISA, the Code and the Exemption, no Plan and no person
      acting on behalf of such a Plan may acquire such Certificate except in
      accordance with Section 3.03(e) of the
  Agreement.

            


    

     

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

     

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby.

     

    Very
truly yours,

     

    __________________________________

    [Purchaser]

     

     

    By:
________________________________

    Name:

    Title:

     

     

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
J

     

    FORM OF
ERISA TRANSFER AFFIDAVIT

     

    
    

     

    
      	STATE OF NEW
      YORK	)
	 	)           ss.:
	COUNTY OF NEW
      YORK 	)


    

     

                                                                                                                       

    The
undersigned, being first duly sworn, deposes and says as follows:

     

    1.      The
undersigned is the ______________________ of ______________ (the “Investor”), a
[corporation duly organized] and existing under the laws of __________, on
behalf of which he makes this affidavit.

     

    2.      The
Investor either (x) is not, and on ___________ [date of transfer] will not be,
an employee benefit plan or other retirement arrangement subject to Section 406
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
(collectively, a “Plan”) or a person acting on behalf of any such Plan or
investing the assets of any such Plan; (y) if the Certificate has been the
subject of an ERISA-Qualifying Underwriting, is an insurance company that is
purchasing the Certificate with funds contained in an “insurance company general
account” as defined in Section V(e) of Prohibited Transaction Class Exemption
(“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under
Sections I and III of PTCE 95-60; or (z) herewith delivers to the Certificate
Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the
Certificate Registrar, and upon which the Certificate Registrar, the Trustee,
the Master Servicer, the Depositor and the 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, the Trustee, the Master Servicer, the
Depositor or the Securities Administrator 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 and as Securities Administrator, and
[                     ],
as Trustee, by which opinion of counsel shall not be an expense of the Trust
Fund or the above parties.

     

    3.      In
the case of an ERISA-Restricted Purchase Option Certificate, either (i) the
Investor is neither a Plan nor a person acting on behalf of any such Plan or
using the assets of any such Plan to effect such transfer or (ii) the
acquisition and holding of the ERISA-Restricted Purchase Option Certificate are
eligible for exemptive relief under the statutory exemption for nonfiduciary
service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of
the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some
other applicable exemption.

     

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

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on its
behalf, pursuant to proper authority, by its duly authorized officer, duly
attested, this ____ day of _______________ 20___.

     

    _________________________________

    [Investor]

     

     

    By:
______________________________

    Name:

    Title:

     

    ATTEST:

     

    


     

    _____________________________

     

    
      
        	STATE OF	)
	 	)           ss.:
	COUNTY OF	)


      

       



     

    Personally
appeared before me the above-named ________________, known or proved to me to be
the same person who executed the foregoing instrument and to be the
____________________ of the Investor, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Investor.

     

    Subscribed
and sworn before me this _____ day of _________ 20___.

     

    ______________________________

    NOTARY
PUBLIC

     

     

    My
commission expires the

    _____ day
of __________ 20___.

     

     

    
      
        
        

      

      
        J-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
K

     

    FORM OF
LETTER OF REPRESENTATIONS

    WITH THE
DEPOSITORY TRUST COMPANY

     

     

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
L

     

    ADDITIONAL
DISCLOSURE NOTIFICATION

    


    Additional
Disclosure Notification

    


    [                            ]

    Fax:
(    )

    Email:

    
      	
               
      

            	
              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, 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:

     

     

    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
M

     

    FORM OF
ANNUAL CERTIFICATION

     

     

    Sequoia
Mortgage Trust 20__-_ (the “Trust”)

    Mortgage
Pass-Through Certificates

     

    Re:          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.  I, ________________________________, the
_______________________ of [NAME OF COMPANY] (the “Company”), certify to the
Depositor and its officers, directors and affiliates, with the knowledge and
intent that they will rely upon this certification, that:

     

    (1)           I
have reviewed (i) the servicer compliance statement of the Company provided in
accordance with Section 6.22 of the Pooling and Servicing Agreement (the “Item
1123 Certificate”), (ii) the report on assessment of the Company’s compliance
with the servicing criteria provided in accordance with Section 6.23 of the
Pooling and Servicing Agreement (the “Assessment of Compliance”), (iii) the
registered public accounting firm’s attestation report provided in accordance
with Section 6.24 of the Pooling and Servicing Agreement (the “Accountant’s
Attestation”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 20[  ] that were delivered by the Company to the Securities
Administrator pursuant to the Agreement (collectively, the “Company Servicing
Information”);

     

    (2)           Based
on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period of
time covered by the Company Servicing Information;

     

    (3)           Based
on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Securities
Administrator;

     

    (4)           I
am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Item 1123 Certificate and except as disclosed in the
1123 Certificate, the Assessment of Compliance or the Accountant’s Attestation,
the Company has fulfilled its obligations under the Agreement in all material
respects; and

     

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    (5)           The
Item 1123 Certificate required to be delivered by the Company pursuant to the
Agreement, and the Assessment of Compliance and the Accountant’s Attestation
required
to be provided by the Company and by any Subservicer or Subcontractor pursuant
to the Agreement, have been provided to Securities Administrator.  Any
material instances of noncompliance described in such reports have been
disclosed to Securities Administrator.  Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such
reports.

     

    


     

    


     

    


    By: 
________________________________

    Name:

    Title

     

    Date:

     

     

    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
N

     

    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

            	
              Servicers

            	
              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

            	
              X

            	 
      
	
              1122(d)(1)(ii)

            	
              If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.

            	
              X

            	 
      	
              X

            	 
      
	
              1122(d)(1)(iii)

            	
              Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the pool assets are maintained.

            	
              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

            	 
      	
              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

            	
              X

            	 
      
	
              1122(d)(2)(ii)

            	
              Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

            	
              X

            	
              X

            	
              X

            	 
      
	
              1122(d)(2)(iii)

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

            	
              X

            	 
      	
              X

            	 
      
	
              1122(d)(2)(iv)

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

            	
              X

            	
              X

            	
              X

            	 
      
	
              1122(d)(2)(v)

            	
              Each
      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

            	
              X

            	 
      
	
              1122(d)(2)(vi)

            	
              Unissued
      checks are safeguarded so as to prevent unauthorized
    access.

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(2)(vii)

            	
              Reconciliations
      are prepared on a monthly basis for all asset-backed securities related
      bank accounts, including collection accounts and related bank clearing
      accounts. These reconciliations are (A) mathematically accurate; (B)
      prepared within 30 calendar days after the bank statement cutoff date, or
      such other number of days specified in the transaction agreements; (C)
      reviewed and approved by someone other than the person who prepared the
      reconciliation; and (D) contain explanations for reconciling items. These
      reconciling items are resolved within 90 calendar days of their original
      identification, or such other number of days specified in the transaction
      agreements.

            	
              X

            	
              X

            	
              X

            	 
      


    

     

     

    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 	 	 	 
	 
      	
              Investor
      Remittances and Reporting

            	 
      	 
      	 
      	 
      
	
              1122(d)(3)(i)

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

            	
              X

            	
              X

            	
              X

            	 
      
	
              1122(d)(3)(ii)

            	
              Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

            	
              X

            	
              X

            	
              X

            	 
      
	
              1122(d)(3)(iii)

            	
              Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

            	
              X

            	
              X

            	
              X

            	 
      
	
              1122(d)(3)(iv)

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

            	
              X

            	
              X

            	
              X

            	 
      
	 
      	
              Pool
      Asset Administration

            	 
      	 
      	 
      	 
      
	
              1122(d)(4)(i)

            	
              Collateral
      or security on pool assets is maintained as required by the transaction
      agreements or related pool asset documents.

            	 
      	 
      	
              X

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
      assets  and related documents are safeguarded as required by the
      transaction agreements

            	 
      	 
      	
              X

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(iv)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(v)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(vi)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(vii)

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

            	 
      	 
      	
              X

            	 
      


    

     

     

    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 	 	 	 
	
              1122(d)(4)(viii)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(ix)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(x)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(xi)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(xii)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(xiii)

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

            	 
      	 
      	
              X

            	 
      
	
              1122(d)(4)(xiv)

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

            	
              X

            	 
      	
              X

            	 
      
	
              1122(d)(4)(xv)

            	
              Any
      external enhancement or other support, identified in Item 1114(a)(1)
      through (3) or Item 1115 of Regulation AB, is maintained as set forth in
      the transaction agreements.

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            


    

     

     

     

    [NAME OF
PARTY]

     

    Date: 
_________________________

     

    


    By:

    Name:
________________________________

    Title:  
________________________________

     

     

    
      
        
        

      

      
        N-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
O

     

    ADDITIONAL
FORM 10-D DISCLOSURE

     

     

    
      	
              ADDITIONAL
      FORM 10-D DISCLOSURE

            
	
              Item
      on Form 10-D

            	
              Party
      Responsible

            
	
              Item
      1: Distribution and Pool Performance Information

            	 
      
	
              Information
      included in the [Distribution Date Statement]

            	
              Master
      Servicer

              Securities
      Administrator

            
	
              Any
      information required by 1121 which is NOT included on the [Distribution
      Date Statement]

            	
              Depositor

            
	
              Item
      2: Legal Proceedings

               

              Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

            	 
      
	
              ▪
      Issuing Entity (Trust Fund)

            	
              Trustee,
      Master Servicer, Securities Administrator and Depositor

            
	
              ▪
      Sponsor (Seller)

            	
              Seller
      (if a party to the Pooling and Servicing Agreement) or
      Depositor

            
	
              ▪
      Depositor

            	
              Depositor

            
	
              ▪
      Trustee

            	
              Trustee

            
	
              ▪
      Securities Administrator

            	
              Securities
      Administrator

            
	
              ▪
      Master Servicer

            	
              Master
      Servicer

            
	
              ▪
      Custodian

            	
              Custodian

            
	
              ▪
      1110(b) Originator

            	
              Depositor

            
	
              ▪
      Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
      Administrator)

            	
              Servicer
      (as to itself)

            
	
              ▪
      Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Item
      3:  Sale of Securities and Use of Proceeds

               

              Information
      from Item 2(a) of Part II of Form 10-Q:

               

              With
      respect to any sale of securities by the sponsor, depositor or issuing
      entity, that are backed by the same asset pool or are otherwise issued by
      the issuing entity, whether or not registered, provide the sales and use
      of proceeds information in Item 701 of Regulation S-K.  Pricing
      information can be omitted if securities were not
    registered.

            	
              Depositor

            


    

     

     

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                ADDITIONAL
      FORM 10-D DISCLOSURE

              
	
                Item
      on Form 10-D

              	
                Party
      Responsible

              
	
                Item
      4:  Defaults Upon Senior Securities

                 

                Information
      from Item 3 of Part II of Form 10-Q:

                 

                Report
      the occurrence of any Event of Default (after expiration of any grace
      period and provision of any required notice)

              	
                Securities
      Administrator

                Trustee

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

                 

                Information
      from Item 4 of Part II of Form 10-Q

              	
                Securities
      Administrator

                Trustee

              
	
                Item
      6:  Significant Obligors of Pool Assets

                 

                Item 1112(b) – Significant Obligor Financial
      Information*

              	
                Depositor

              
	
                *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Item.

              	 
      
	
                Item
      7:  Significant Enhancement Provider Information

                 

                Item
      1114(b)(2) – Credit Enhancement Provider Financial
      Information*

              	 
      
	
                ▪
      Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

              	
                Depositor

                 

              
	
                Item
      1115(b) – Derivative Counterparty Financial Information*

              	 
      
	
                ▪
      Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
      Determining current significance percentage

              	
                Depositor

              
	
                ▪
      Requesting required financial information (including any required
      accountants’ consent to the use thereof) or effecting incorporation by
      reference

              	
                Depositor

                 

              
	
                *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Items.

              	 
      


      

       

       

      
        
          
          

        

        
          O-2

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            	
                    ADDITIONAL
      FORM 10-D DISCLOSURE

                  
	
                    Item
      on Form 10-D

                  	
                    Party
      Responsible

                  
	
                    Item
      8:  Other Information

                     

                    Disclose
      any information required to be reported on Form 8-K during the period
      covered by the Form 10-D but not reported

                  	
                    Any
      party responsible for the applicable Form 8-K Disclosure
    item

                  
	
                    Item
      9:  Exhibits

                  	 
      
	
                    Distribution
      Date Statement to Certificateholders

                  	
                    Securities
      Administrator

                  
	
                    Exhibits
      required by Item 601 of Regulation S-K, such as material
      agreements

                  	
                    Depositor

                  


          

           

        

         

      

       

    

    
      
        
        

      

      
        O-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
P

     

    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.

              	 
      


      

       

       

      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      

       

       

    

    
      
        	
                ADDITIONAL
      FORM 10-K DISCLOSURE

              
	
                Item
      on Form 10-K

              	
                Party
      Responsible

              
	
                Reg
      AB Item 1117: Legal Proceedings

                 

                Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

              	 
      
	
                ▪
      Issuing Entity (Trust Fund)

              	
                Trustee,
      Master Servicer, Securities Administrator and Depositor

              
	
                ▪
      Sponsor (Seller)

              	
                Seller
      (if a party to the Pooling and Servicing Agreement) or
      Depositor

              
	
                ▪
      Depositor

              	
                Depositor

              
	
                ▪
      Trustee

              	
                Trustee

              
	
                ▪
      Securities Administrator

              	
                Securities
      Administrator

              
	
                ▪
      Master Servicer

              	
                Master
      Servicer

              
	
                ▪
      Custodian

              	
                Custodian

              
	
                ▪
      1110(b) Originator

              	
                Depositor

              
	
                ▪
      Any 1108(a)(2) Servicer (other than the Master Servicer or 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
      as to (a)

                Trustee
      as to (b)

              
	
                ▪
      Any other 1108(a)(3) servicer

              	
                Servicer
      (as to itself)

              
	
                ▪
      Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
      Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
      Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
      Any 1115 Derivative Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
      Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

       

       

      
        
          
          

        

        
          P-2

          
            

          

        

        
          
          

        

      

       

       

      
        


        
          	
                  ADDITIONAL
      FORM 10-K DISCLOSURE

                
	
                  Item
      on Form 10-K

                	
                  Party
      Responsible

                
	
                  Whether
      there are any “outside the ordinary course business arrangements” other
      than would be obtained in an arm’s length transaction between (a) the
      Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any
      of the following parties (or their affiliates) on the other hand, that
      exist currently or within the past two years and that are material to a
      Certificateholder’s understanding of the Certificates:

                	
                  Depositor
      as to (a)

                  Sponsor/Seller
      as to (b)

                
	
                  ▪
      Master Servicer

                	
                  Master
      Servicer

                
	
                  ▪
      Securities Administrator

                	
                  Securities
      Administrator

                
	
                  ▪
      Trustee

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any other 1108(a)(3) servicer

                	
                  Servicer
      (as to itself)

                
	
                  ▪
      Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any 1115 Derivative Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                
	
                  Whether
      there are any specific relationships involving the transaction or the pool
      assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on
      the one hand, and (b) any of the following parties (or their affiliates)
      on the other hand, that exist currently or within the past two years and
      that are material:

                	
                  Depositor
      as to (a)

                  Sponsor/Seller
      as to (b)

                
	
                  ▪
      Master Servicer

                	
                  Master
      Servicer

                
	
                  ▪
      Securities Administrator

                	
                  Securities
      Administrator

                
	
                  ▪
      Trustee

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any other 1108(a)(3) servicer

                	
                  Servicer
      (as to itself)

                
	
                  ▪
      Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any 1115 Derivative Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
      Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                


        

        
 

      

      
        
          
          

        

        
          P-3

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
Q

     

    ADDITIONAL
FORM 8-K DISCLOSURE

     

    
      	
              FORM
      8-K DISCLOSURE INFORMATION

            
	
              Item
      on Form 8-K

            	
              Party
      Responsible

            
	
              Item
      1.01- Entry into a Material Definitive Agreement

               

              Disclosure
      is required regarding entry into or amendment of any definitive agreement
      that is material to the securitization, even if depositor is not a
      party.

               

              Examples:
      servicing agreement, custody agreement.

               

              Note:
      disclosure not required as to definitive agreements that are fully
      disclosed in the prospectus

            	
              All
      parties (as to themselves)

            
	
              Item
      1.02- Termination of a Material Definitive Agreement

               

              Disclosure
      is required regarding termination of  any definitive agreement
      that is material to the securitization (other than expiration in
      accordance with its terms), even if depositor is not a party.

               

              Examples:
      servicing agreement, custody agreement.

            	
              All
      parties (as to themselves)

            
	
              Item
      1.03- Bankruptcy or Receivership

               

              Disclosure
      is required regarding the bankruptcy or receivership, with respect to any
      of the following:

            	
              Depositor

            
	
              ▪
      Sponsor (Seller)

            	
              Depositor/Sponsor
      (Seller)

            
	
              ▪
      Depositor

            	
              Depositor

            
	
              ▪
      Master Servicer

            	
              Master
      Servicer

            
	
              ▪
      Affiliated Servicer

            	
              Servicer
      (as to itself)

            
	
              ▪
      Other Servicer servicing 20% or more of the pool assets at the time of the
      report

            	
              Servicer
      (as to itself)

            
	
              ▪
      Other material servicers

            	
              Servicer
      (as to itself)

            
	
              ▪
      Trustee

            	
              Trustee

            
	
              ▪
      Securities Administrator

            	
              Securities
      Administrator

            
	
              ▪
      Significant Obligor

            	
              Depositor

            


    

     

     

    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                FORM
      8-K DISCLOSURE INFORMATION

              
	
                Item
      on Form 8-K

              	
                Party
      Responsible

              
	
                ▪
      Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
      Derivative Counterparty

              	
                Depositor

              
	
                ▪
      Custodian

              	
                Custodian

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

                 

                Includes
      an early amortization, performance trigger or other event, including event
      of default, that would materially alter the payment priority/distribution
      of cash flows/amortization schedule.

                 

                Disclosure
      will be made of events other than waterfall triggers which are disclosed
      in the Distribution Date Statements to the
    certificateholders.

              	
                Depositor

                Master
      Servicer

                Securities
      Administrator

              
	
                Item
      3.03- Material Modification to Rights of Security Holders

                 

                Disclosure
      is required of any material modification to documents defining the rights
      of Certificateholders, including the Pooling and Servicing
      Agreement.

              	
                Securities
      Administrator

                Depositor

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

                 

                Disclosure
      is required of any amendment “to the governing documents of the issuing
      entity”.

              	
                Depositor

              
	
                Item
      6.01- ABS Informational and Computational Material

              	
                Depositor

              
	
                Item
      6.02- Change of Servicer or Securities Administrator

                 

                Requires
      disclosure of any removal, replacement, substitution or addition of any
      master servicer, affiliated servicer, other servicer servicing 10% or more
      of pool assets at time of report, other material servicers or
      trustee.

              	
                Master
      Servicer/Securities Administrator/Depositor/

                Servicer
      (as to itself)/Trustee

              
	
                Reg
      AB disclosure about any new servicer or master servicer is also
      required.

              	
                Servicer
      (as to itself)/Master Servicer/Depositor

              
	
                Reg
      AB disclosure about any new Trustee is also required.

              	
                Depositor/Securities
      Administrator

              


      

       

       

       

      
        
          
          

        

        
          Q-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

              	
                Trustee/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

              


      

       

    

    
 

    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

    

     

     

     

    [                        ],

    as
[Securities Administrator] [Master Servicer]

     

     

    By: ____________________________________

    Name:

    Title:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A

     

    MORTGAGE
LOAN SCHEDULE