ARTICLE 2.

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.1. Conveyance of Mortgage Loans.

(a) In consideration of the Issuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, in trust, all the right, title and interest of the Depositor in and to the Trust Estate, except that the Depositor does not assign to the Issuer any of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SFM or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Swap Agreement.

Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture 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 herein.

With respect to any Mortgage Loan that does not have a first payment date on or before the last day of the Due Period immediately preceding the first Payment Date, the Depositor shall, to the extent required, deposit into the Payment Account on or before the Payment Account Deposit Date relating to the first Payment Date, an amount equal to one month’s interest at the related Net Rate on the Stated Principal Balance of such Mortgage Loan on the Cut Off Date.

(b) In connection with the transfer set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Indenture Trustee or the Custodian on its behalf for the benefit of the Noteholders the following documents or instruments (collectively, the “Mortgage Loan Documents”) with respect to each Mortgage Loan so transferred:

(i) (A) the original Mortgage Note endorsed by manual or facsimile signature to the Indenture Trustee or the Custodian or in blank, without recourse, with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (the “Last Endorsee”) (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to such Mortgage Note); or

(B) with respect to any Lost Mortgage Note, a lost note affidavit from the Depositor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note;

(ii) except with respect to any Cooperative Loan, the original recorded Mortgage or a copy of such Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy of the Mortgage;

(iii) except with respect to any Mortgage Loan for which the related Mortgage names the Custodian as nominee for the originating lender (or similar designation satisfactory to the Custodian), as beneficiary or mortgagee, either (A) a duly executed assignment of the Mortgage in blank, or (B) an original recorded assignment of the Mortgage from the Last Endorsee to the Custodian or a copy of such assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof which in either case may be included in a blanket assignment or assignments;

(iv) each interim recorded assignment of such Mortgage, or a copy of each such interim recorded assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof;

(v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any;

(vi) except as to any second lien Mortgage Loan in the original principal amount of $50,000.00 or less, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Notes, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property; and

(vii) in the case of a Cooperative Loan, the originals of the following documents or instruments:

(a)

The Coop Shares, together with a stock power in blank;

(b)

The executed Security Agreement;

(c)

The executed Proprietary Lease;

(d)

The executed Recognition Agreement;

(e)

The executed UCC1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Depositor’s interest in the Coop Shares and the Proprietary Lease; and

(f)

Executed UCC3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Indenture Trustee with evidence of recording thereon (or in a form suitable for recordation).

In the event that in connection with any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage or (b) any recorded assignments or interim assignments satisfying the requirements of clause (iii) or (iv) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Depositor shall deliver such documents to the Indenture Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Depositor or Servicer shall forward or cause to be forwarded to the Indenture Trustee or the Custodian on its behalf (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor or the Servicer to the Indenture Trustee. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Depositor shall deliver to the Indenture Trustee a copy of such Mortgage certified (to the extent such certification is reasonably obtainable) by such public recording office to be a true and complete copy of the original recorded Mortgage.

In addition, in the event that in connection with any Mortgage Loan the Depositor cannot deliver the original or duplicate original lender’s title policy (together with all riders thereto), satisfying the requirements of clause (vi) above, concurrently with the execution and delivery hereof because the related Mortgage or a related assignment has not been returned from the applicable public recording office, the Depositor shall promptly deliver to the Indenture Trustee or the Custodian on its behalf a true and correct copy of such original or duplicate original lender’s title policy (together with all riders thereto).

Subject to the immediately following sentence, as promptly as practicable subsequent to the transfer set forth in clause (a) of this Section 2.1, and in any event, within thirty (30) days thereafter, the Servicer shall as to any Mortgage Loan with respect to which the Depositor delivers an assignment of the Mortgage in blank pursuant to clause (b)(iii)(A) of this Section 2.1, (i) complete each such assignment of Mortgage to conform to clause (b)(iii)(B) of this Section 2.1, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records each such assignment of the Mortgages, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignments in recordable form, the Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Servicer need not cause to be recorded any assignment which relates to a Mortgage Loan in any state other than the Required Recordation States.

Notwithstanding the procedures in the preceding paragraph, with respect to each MERS Mortgage Loan, the Depositor shall take such actions as are necessary to cause the Indenture Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Indenture Trustee or the Custodian on its behalf, will deposit in the Collection Account the portion of such payment that is required to be deposited in the Collection Account pursuant to Section 3.8.

Section 2.2. Acceptance by Trustee of the Mortgage Loans.

The Owner Trustee, on behalf of the Issuer, acknowledges receipt of the documents identified in the initial certification in the form annexed hereto as Exhibit A (the “Initial Certification”) and has directed that the documents referred to in Section 2.1 and all other assets included in the definition of “Trust Estate” be delivered to the Indenture Trustee (or the Custodian on its behalf). The Indenture Trustee (or its Custodian on its behalf) acknowledges receipt of the documents identified in the initial certification in the form annexed hereto as Exhibit A and declares that it or the Custodian holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Estate, in trust for the exclusive use and benefit of all present and future Noteholders.

The Indenture Trustee agrees to execute and deliver or to cause the Custodian to execute and deliver on the Closing Date to the Issuer, the Depositor, the Master Servicer and the Servicer an Initial Certification in the form annexed hereto as Exhibit A. Based on its or the Custodian’s review and examination, and only as to the documents identified in such Initial Certification, the Custodian, on behalf of the Indenture Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. Neither the Indenture Trustee nor the Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers in the Mortgage File or any of the Mortgage Loans to determine the validity, recordability, enforceability, sufficiency, due authorization or genuineness of any document or the collectibility, insurability, effectiveness or suitability of any Mortgage Loan.

Not later than 360 days after the Closing Date, the Indenture Trustee shall deliver or shall cause the Custodian to deliver to the Issuer, the Depositor, the Master Servicer and the Servicer a Final Certification in the form annexed hereto as Exhibit B, with any applicable exceptions noted thereon. Notwithstanding anything to the contrary contained herein, in the event there are exceptions to the Final Certification, the Indenture Trustee may transmit such exceptions electronically (via email) to the Issuer, the Depositor, the Master Servicer and the Servicer, subject to the prior approval of the Issuer, the Depositor, the Master Servicer and the Servicer.

If, in the course of such review, the Indenture Trustee or the Custodian, on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.1 (the “Mortgage Loan Document Requirements”), the Indenture Trustee shall list or shall cause the Custodian to list such as an exception in the Final Certification; provided, however that neither the Indenture Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to such Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. SFM shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if SFM does not correct or cure such defect within such period, SFM shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.3, or (b) purchase such Mortgage Loan from the Issuer within 90 days from the date SFM was notified of such defect in writing at the Purchase Price of such Mortgage Loan. Any such substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Indenture Trustee of a Request for Release substantially in the form of Exhibit C. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by SFM in the Collection Account on or prior to the Servicer Deposit Date for the Payment Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit C hereto, the Indenture Trustee shall cause the Custodian to release the related Mortgage File to SFM and shall execute and deliver at SFM’s request such instruments of transfer or assignment prepared by SFM, in each case without recourse, as shall be necessary to vest in SFM, or a designee, the Indenture Trustee’s interest in any Mortgage Loan released pursuant hereto. With respect to any SFM Mortgage Loans, the foregoing remedy against SFM for failure to deliver Mortgage Loans that satisfy the Mortgage Loan Document Requirements is provided in the related Sales Agreement (which, in turn, has been assigned to the Indenture Trustee pursuant to Section 2.1); and with respect to any Warehouse Mortgage Loans, the foregoing remedy against SFM has been assigned by the related Warehouse Seller pursuant to the applicable Sales Agreement or Subsequent Sales Agreement (which, in turn, has been assigned to the Indenture Trustee pursuant to Section 2.1).

The Indenture Trustee shall retain or shall cause the Custodian to retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Indenture Trustee or the Custodian on its behalf, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the possession of the Servicer from time to time.

It is understood and agreed that the obligation of SFM to substitute for or to purchase any Mortgage Loan which does not meet the requirements of Section 2.1 shall constitute the sole remedy respecting such defect available to the Issuer, the Indenture Trustee and any Securityholder against the Depositor or SFM.

In order to facilitate sales and deliveries of Mortgage Loans to the Issuer, the Indenture Trustee may execute and deliver one or more remittance agency agreements in substantially the form of Exhibit D hereto (each, a “Remittance Agency Agreement”), and in such event the Indenture Trustee: (i) shall perform the duties of Remittance Agent (as that term is defined in the related Remittance Agency Agreement); and (ii) may accept as conclusive evidence of the release of the related security interests one or more security release certifications in substantially the form attached as Exhibit E hereto (each, a “Security Release Certification”).

Section 2.3. Representations, Warranties and Covenants of the Depositor, Servicer and Master Servicer.

(a) The Servicer represents and warrants to the Issuer and the Indenture Trustee that, as of the Closing Date:

(i) the Servicer is a corporation or limited partnership (or comparable entity) duly organized, validly existing and in good standing under the laws of the state of its organization and has, and had at all relevant times, full corporate or limited partnership power to service the Mortgage Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement. The Servicer has all necessary licenses and is qualified to transact business in and is in good standing under the laws of each state where any Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and no demand for such qualification has been made upon the Servicer by any state having jurisdiction;

(ii) the execution and delivery of this Agreement by the Servicer and the performance by it of and compliance with the terms of this Agreement will not (A) violate the Servicer's articles of incorporation or by-laws (or, if applicable, limited partnership agreement or other organizational documents) or 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 or acceleration of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such contract, agreement or other instrument;

(iii) the Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iv) the Servicer is not in violation of, and the execution and delivery of this Agreement by the Servicer and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder; and

(v) there are no actions or proceedings against, or investigations of, the Servicer pending or, to the knowledge of the Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of any of its obligations under, or the validity or enforceability of, this Agreement.

(b) The Master Servicer represents and warrants to the Issuer and the Indenture Trustee that, as of the Closing Date:

(i) the Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has, and had at all relevant times, full corporate power to service the Mortgage Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement. The Master Servicer has all necessary licenses and is qualified to transact business in and is in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and no demand for such qualification has been made upon the Master Servicer by any state having jurisdiction;

(ii) the execution and delivery of this Agreement by the Master Servicer and the performance by it of and compliance with the terms of this Agreement will not (A) violate the Master Servicer's articles of incorporation or by-laws or 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 or acceleration of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such contract, agreement or other instrument;

(iii) the Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal 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, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, 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 violation of, and the execution and delivery of this Agreement by the Master Servicer and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder; and

(v) there are no actions or proceedings against, or investigations of, the Master Servicer pending or, to the knowledge of the Master Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Master Servicer of any of its obligations under, or the validity or enforceability of, this Agreement.

(i) the Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the state of its incorporation and has, and had at all relevant times, full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(ii) the execution and delivery of this Agreement by the Depositor and the performance by it of and compliance with the terms of this Agreement will not (A) violate the Depositor's articles of incorporation or by-laws or 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 or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or which may be applicable to the Depositor or any of its assets or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such contract, agreement or other instrument;

(iii) the Depositor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iv) the Depositor is not in violation of, and the execution and delivery of this Agreement by the Depositor and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; and

(v) there are no actions or proceedings against, or investigations of, the Depositor pending or, to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Depositor of any of its obligations under, or the validity or enforceability of, this Agreement.

(d) Pursuant to Section 2.1(a), the Depositor has assigned to the Issuer, for the benefit of Securityholders, its rights under each Sales Agreement and each AARA, including each representation and warranty applicable to the Mortgage Loans (and the applicable remedies) set forth in such Sales Agreement and each AARA in respect of the Mortgage Loans and the Issuer has pledged such rights to the Indenture Trustee under the Indenture. Each Sales Agreement and each AARA provides remedies against SFM directly to the Depositor.

Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the applicable Seller in respect of any of the Mortgage Loans that (i) materially and adversely affects the interests of the Noteholders in any such Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach such of any representation or warranty which (x) materially and adversely affects the interests of the Noteholders in any Mortgage Loan (it being understood that any such breach shall be deemed to materially and adversely affect the value of such Mortgage Loan or the interest of the Trust Estate therein, if the Trust Estate incurs a loss as the result of such breach) SFM shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Estate and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Issuer at the Purchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Indenture Trustee or the Custodian on its behalf of a Request for Release substantially in the form of Exhibit C and the Mortgage File for any such Substitute Mortgage Loan. Notwithstanding the immediately preceding provisions of this paragraph (d), in the event that SFM also breached a representation and warranty under the Sales Agreement with respect to a Conduit Mortgage Loan that is substantially identical to a representation or warranty breached by the related Conduit Seller under the related MLPWISA, the Indenture Trustee shall first proceed against the applicable Conduit Seller to cure such breach or substitute or repurchase the affected Conduit Mortgage Loan; provided, however, if the applicable Conduit Seller substitutes a mortgage loan for a Deleted Mortgage Loan and such substitute mortgage loan is not a qualifying Substitute Mortgage Loan, then SFM, in exchange for such non-qualifying substitute mortgage loan, shall pay the Indenture Trustee on behalf of the Issuer the applicable Purchase Price for the Deleted Mortgage Loan or, if within two years of the Closing Date, SFM shall substitute a qualifying Substitute Mortgage Loan for the non-qualifying substitute mortgage loan; provided, further, if the applicable Conduit Seller does not within 60 days after notification of the breach take steps to cure such breach (which may include certifying to progress made and extension of time to cure such breach, if permitted under the related Flow MLPWISA) or purchase, or substitute for the affected Conduit Mortgage Loan, the Indenture Trustee shall require SFM to honor the applicable Conduit Seller’s cure obligations with respect to the affected Conduit Mortgage Loan and SFM shall be required to cure such breach, substitute for or repurchase the affected Mortgage Loan. SFM shall promptly reimburse the Servicer and the Indenture Trustee for any expenses reasonably incurred by the Servicer or the Indenture Trustee in respect of enforcing the remedies against SFM or the related Conduit Seller. With respect to the representations and warranties described in this Section which are made to the best of SFM’s or other Conduit Seller’s knowledge, if it is discovered by either the Servicer or the Indenture Trustee that the substance of such representation and warranty is inaccurate and (if required to impose the obligations described above on SFM or the related Conduit Seller) such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Noteholders therein, notwithstanding SFM’s or the Conduit Seller’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

With respect to any Substitute Mortgage Loan, SFM or the related Conduit Seller, as applicable, shall deliver to the Indenture Trustee or the Custodian on its behalf for the benefit of the Securityholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.1. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Estate and will be retained by SFM or the related Conduit Seller, as applicable, on the next succeeding Payment Date. For the month of substitution, payments to Noteholders and distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter SFM or the related Conduit Seller, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Securityholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Indenture Trustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and SFM or the related Conduit Seller, as applicable, shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made by SFM or the related Conduit Seller, as applicable, pursuant to the related Sales Agreement or AARA, as applicable, with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Indenture Trustee shall release or shall cause the Custodian to release the Mortgage File held for the benefit of the Noteholders relating to such Deleted Mortgage Loan to SFM or the related Conduit Seller, as applicable, and shall execute and deliver at SFM’s or the related Conduit Seller’s written direction such instruments of transfer or assignment prepared by it, in each case without recourse, as shall be necessary to vest title in SFM or the related Conduit Seller, as applicable, or its designee, the Indenture Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.3.

For any month in which SFM or the related Conduit Seller, as applicable, substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans of SFM or the related Conduit Seller, as applicable, (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited in the Collection Account by SFM or the related Conduit Seller, as applicable, on or before the Payment Account Deposit Date for the Payment Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that SFM or the related Conduit Seller, as applicable, shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account on or prior to the Servicer Deposit Date for the Payment Date in the month following the month during which SFM or the related Conduit Seller, as applicable, became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit C hereto, the Indenture Trustee shall release or shall cause the Custodian to release the related Mortgage File held for the benefit of the Securityholders to SFM or the related Conduit Seller, as applicable, and the Indenture Trustee shall execute and deliver or shall cause the Custodian to execute and deliver at SFM’s or the related Conduit Seller’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Indenture Trustee. It is understood and agreed that the obligation under this Agreement of each Seller or the related Conduit Seller, as applicable to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Securityholders or the Indenture Trustee on behalf of the Noteholders.

The representations and warranties made pursuant to this Section 2.3 (and the representations and warranties with respect to the Mortgage Loans made in each Sales Agreement and AARA) shall survive delivery of the respective Mortgage Files to the Indenture Trustee or the Custodian for the benefit of the Securityholders.

Section 2.4. [Reserved].

Section 2.5. Purchase of Subsequent Mortgage Loans.

(a) Subject to the satisfaction of the Subsequent Delivery Requirements and the conditions set forth in paragraph (b) below, in consideration of the delivery on a Subsequent Sales Date to or upon the order of the Depositor of all or a portion of the applicable Pre-Funded Amount, as the case may be, the Depositor shall on such Subsequent Sales Date sell, transfer, assign, set over and otherwise convey without recourse, to the Issuer, and the Issuer shall purchase, all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans, together with the related Mortgage Loan Files, covered by the Subsequent Sales Agreement delivered on such date.

(b) In addition to the Subsequent Delivery Requirements, the obligation of the Issuer to acquire Subsequent Mortgage Loans is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Sales Date:

(i) the Depositor shall have delivered to the Issuer with a copy to the Master Servicer and the Indenture Trustee a duly executed written Subsequent Sales Agreement, which shall include a Schedule of Subsequent Mortgage Loans, and specifying the amount to be withdrawn from the Pre-Funding Account;

(ii) no Subsequent Mortgage Loan will have been selected in a manner adverse to the interests of Securityholders;

(iii) the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Notes;

(iv) no Subsequent Mortgage Loan may have a Loan-to-Value Ratio greater than 100.00%;

(v) the Depositor shall have provided the Master Servicer and the Indenture Trustee any information reasonably requested by any of them with respect to the Subsequent Mortgage Loans then to be sold to the Trust Estate;

(vi) as of each Subsequent Sales Date, neither the Depositor nor SFM shall be insolvent, nor will either of them be made insolvent by such transfer;

(vii) the Funding Period shall not have ended; and

(viii) the Depositor and SFM each shall have delivered to the Issuer, the Master Servicer and the Indenture Trustee an Officer’s Certificate confirming (1) the satisfaction of the Subsequent Delivery Requirements and each condition precedent specified in this paragraph (b) in the related Subsequent Sales Agreement and confirming that neither the Depositor nor the Issuer have received notice from the Rating Agencies as described in Section 2.5(c)(iv) and (2) delivery of Opinions of Counsel with respect to corporate and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

(c) Pursuant to Section 2.5(b), the Indenture Trustee shall remit on each Subsequent Sales Date to or upon the order of the Depositor from the Pre-Funding Account the amount specified by the Master Servicer only upon the Indenture Trustee’s receipt of:

(i) a fully executed Subsequent Sales Agreement;

(ii) the two Officer’s Certificates required by Section 2.5(b)(viii);

(iii) an Opinion or Opinions of Counsel from each of the Depositor and SFM required by Section 2.5(b)(viii);

(iv) a letter from S&P and Moody’s on the final Subsequent Sale Date confirming the condition provided in Section 2.5(b)(iii) (it being understood that, so long as each such Rating Agency has received a schedule describing the Subsequent Mortgage Loans at least 2 Business Days prior to the final Subsequent Sales Date and it has not notified the Depositor, the Indenture Trustee or the Issuer that the addition of the Subsequent Mortgage Loans will result in the reduction, qualification or withdrawal of its then current ratings of the Notes prior to 10:00 a.m. (New York City time) on the final Subsequent Sales Date, the addition of the Subsequent Mortgage Loans will be deemed not to result in the reduction, qualification or withdrawal of then current ratings of the Notes); and

(v) the written instruction from the Master Servicer setting forth the amounts to be paid as required by Section 2.6(b). The Issuer and the Indenture Trustee may rely and shall be protected in relying on all such Officer’s Certificates as evidencing full compliance with all conditions precedent specified in Section 2.5(b), without any further duty of inquiry with respect thereto.

(d) On each Subsequent Sales Date and on the Determination Date immediately following the end of the Funding Period, the Master Servicer shall determine any other necessary matters in connection with the administration of the Pre-Funding Account. If any amounts are released as a result of an error in calculation to the Securityholders or the Depositor from the Pre-Funding Account, the Depositor shall immediately repay such amounts to the Master Servicer.

(e) The Depositor shall deliver (or cause to be delivered) to the Master Servicer for deposit in the Master Servicer Custodial Account on the related Servicer Deposit Date all principal and interest due in respect of such Subsequent Mortgage Loans after the related Subsequent Cut Off Date.

Section 2.6 Pre-Funding Account.

(a) The Indenture Trustee shall establish and maintain a “Pre-Funding Account” to be held in trust for the benefit of the related Noteholders. The Pre-Funding Account shall be an Eligible Account. On the Closing Date, the Depositor will cause to be deposited in the Pre-Funding Account the Original Pre-Funded Amount. Amounts on deposit in the Pre-Funding Account shall be invested by the Indenture Trustee at the direction of SFM in Permitted Investments maturing no later than the last day of the Funding Period.

(b) On any Subsequent Sales Date, the Master Servicer shall instruct the Indenture Trustee, (with a copy to the Depositor) as to the following:

(i) to withdraw from the Pre-Funded Amount in the Pre-Funding Account an amount equal to 100% of the aggregate Stated Principal Balances of the Subsequent Mortgage Loans to be included in the Trust Estate as of the applicable Subsequent Cut Off Date sold to the Issuer on such Subsequent Sales Date, and

(ii) to pay such amounts to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.5(c) with respect thereto. In no event shall the Indenture Trustee withdraw from the Pre-Funding Account an amount in excess of the Original Pre-Funded Amount.

(c) On the Business Day immediately following the end of the Funding Period, the Master Servicer shall instruct the Indenture Trustee to transfer any remaining Pre-Funded Amounts in the Pre-Funding Account to the Payment Account for distribution to the Noteholders in accordance with Article 4. All Pre-Funding Account Earnings will be paid to the Seller. The amount of any realized losses in the Pre-Funding Account in respect of any Permitted Investments purchased with amounts on deposit therein shall promptly be deposited by the Seller in the Pre-Funding Account. The Indenture Trustee in its fiduciary capacity shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Pre-Funding Account and made in accordance with this Section 2.6.

ARTICLE 3.

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.1. Servicer to Service Mortgage Loans.

For and on behalf of the Securityholders, the Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and customary and usual standards of practice of prudent mortgage loan servicers. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Securityholders and the Issuer, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, however, that the Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Estate or the Securityholders in any Mortgage Loan or the rights and interests of the Depositor, the Issuer, the Indenture Trustee and the Securityholders under this Agreement. The Servicer shall represent and protect the interests of the Trust Estate in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan; provided, however, that unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, the Servicer may not permit any modification with respect to any Mortgage Loan. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of the Depositor and the Issuer, is hereby authorized and empowered by the Depositor, the Issuer and the Indenture Trustee, when the Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Issuer, the Indenture Trustee, the Depositor, the Securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Securityholders. The Servicer shall prepare and deliver to the Depositor and/or the Indenture Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Indenture Trustee shall promptly execute such documents and deliver them to the Servicer.

In accordance with the standards of the preceding paragraph, the Servicer shall make Servicing Advances as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.6, and further as provided in Section 3.8. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly payments to the Noteholders and distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

Upon request of the Servicer, the Indenture Trustee and the Custodian shall furnish the Servicer with any powers of attorney necessary or appropriate to enable Servicer to execute in the name of the Indenture Trustee or the Custodian, as applicable, all documents reasonably required to perform the servicing functions described in this Article 3.

In no event shall the Indenture Trustee be liable for the acts or omissions of the Servicer or any other Person. The Indenture Trustee shall not be responsible for monitoring or supervising the Servicer.

Section 3.2. Subservicing; Enforcement of the Obligations of Servicers.

(a) The Servicer may arrange for the subservicing of any Mortgage Loan by a Subservicer pursuant to Subservicing Agreement; provided, however,, that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Servicer. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Depositor, the Issuer, the Indenture Trustee and the Securityholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer.

(b) For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

Notwithstanding anything to the contrary set forth herein, as a condition to the utilization of any Subservicer or Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122, the Servicer shall obtain from any such Subservicer or Subcontractor used by the Servicer for the benefit of the Depositor a written agreement from such Subservicer or Subcontractor (in form and substance satisfactory to the Depositor) to comply with the provisions of Sections 3.16 and 3.17 of this Agreement to the same extent as if such Subservicer or Subcontractor were the Servicer.

Section 3.3. Rights of the Depositor, the Issuer and the Indenture Trustee in Respect of the Servicer.

The Depositor may, but is not obligated to, enforce the obligations of the Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of the Servicer hereunder; provided, however, that the Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. None of the Issuer, the Indenture Trustee nor the Depositor shall have any responsibility or liability for any action or failure to act by the Servicer nor shall the Issuer, the Indenture Trustee or the Depositor be obligated to supervise the performance of the Servicer hereunder or otherwise.

Section 3.4. Master Servicer to Act as Servicer.

In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.9 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.2 or 2.3, (iv) responsible for expenses of the Servicer pursuant to Section 2.3 or (v) deemed to have made any representations and warranties of the Servicer hereunder). If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer or its successor shall succeed to any rights and obligations of the Servicer under each Subservicing Agreement.

The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement or substitute Subservicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute Subservicing Agreement to the assuming party.

If the Master Servicer has not received a rating by S&P as to its master servicer functions prior to the time of any assumption by the Master Servicer of the Servicer’s rights and obligations pursuant to this Section 3.4, the Master Servicer shall, within 30 days of any such assumption, provide written notice of such assumption to S&P.

Section 3.5. Collection of Mortgage Loan Payments; Collection Account; Payment Account.

(a) The Servicer shall make reasonable efforts in accordance with the customary and usual standards of practice of prudent mortgage servicers to collect all payments called for under the terms and provisions of the Mortgage Loans to the extent such procedures shall be consistent with this Agreement. Consistent with the foregoing, and subject to the provisions of Section 3.1, the Servicer may in its discretion (i) waive any late payment charge or penalty interest and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than 180 days; provided, however,, that the Servicer cannot extend the maturity of any such Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut Off Date. In the event of any such arrangement, any P&I Advance required to be made by the Servicer on the related Mortgage Loan in accordance with the provisions hereof (i) with respect to the Prepayment Period in which such arrangement became effective shall be made in accordance with the amortization schedule of such Mortgage Loan without giving effect to the modification thereof by reason of such arrangements and (ii) with respect to any Prepayment Period thereafter shall be made in accordance with the amortization schedule of such Mortgage Loan as so modified. The Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law.

The Servicer shall comply with the provisions of Section 3.21 with respect to each Prepayment Penalty related to the Mortgage Loans.

(b) The Servicer shall establish and maintain a Collection Account into which the Servicer shall deposit or cause to be deposited as soon as practicable following receipt but in no event no later than two Business Days after receipt, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by it in respect of Mortgage Loans subsequent to the Cut Off Date or Subsequent Cut Off Date with respect to any Subsequent Mortgage Loans (other than in respect of principal and interest due on the Mortgage Loans on or before the Cut Off Date or Subsequent Cut Off Date, as applicable) and the following amounts required to be deposited hereunder:

(i) all payments on account of principal on the Mortgage Loans, including Principal Prepayments;

(ii) all payments on account of interest on the Mortgage Loans, net of the Retained Interest, the related Servicing Fee and any Prepayment Interest Excess;

(iii) each Prepayment Penalty required to be deposited by the Servicer hereunder;

(iv) all Insurance Proceeds and Liquidation Proceeds, other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer’s normal servicing procedures;

(v) any amount required to be deposited by the Servicer pursuant to Section 3.5(e) in connection with any losses on Permitted Investments;

(vi) any amounts required to be deposited by the Servicer pursuant to Section 3.9(b) and (d), and in respect of net monthly rental income from REO Property pursuant to Section 3.11;

(vii) any amounts required to be deposited pursuant to this Agreement in connection with the repurchase of a Mortgage Loan by SFM or the related Conduit Seller;

(viii) all Substitution Adjustment Amounts;

(ix) all P&I Advances made by the Servicer pursuant to Section 3.19; and

(x) the amount of any Subsequent Recoveries.

In addition, with respect to any Mortgage Loan that is subject to a buydown agreement, on each Due Date for such Mortgage Loan, in addition to the monthly payment remitted by the Mortgagor, the Servicer shall cause funds to be deposited into the Collection Account in an amount required to cause an amount of interest to be paid with respect to such Mortgage Loan equal to the amount of interest that has accrued on such Mortgage Loan from the preceding Due Date at the related Net Rate on such date.

The foregoing requirements for remittance by the Servicer shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees or amounts attributable to reimbursements of Advances, if collected, need not be remitted by the Servicer. In the event that the Servicer shall remit any amount not required to be remitted, it may at any time withdraw or direct the institution maintaining the Collection Account to withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. Such withdrawal or direction may be accomplished by delivering written notice thereof to the Indenture Trustee or such other institution maintaining the Collection Account which describes the amounts deposited in error in the Collection Account. The Servicer shall maintain adequate records with respect to all withdrawals made pursuant to this Section. All funds deposited in the Collection Account shall be held in trust for the Securityholders until withdrawn in accordance with Section 3.8.

(c) The Master Servicer shall establish and maintain, for the benefit of Indenture Trustee, on behalf of the Noteholders, a Master Servicer Custodial Account. On each Servicer Deposit Date, the Servicer shall remit to the Master Servicer for deposit in the Master Servicer Custodial Account, all available amounts in the Collection Account on such date. In addition, the Master Servicer shall deposit any amounts pursuant to Section 3.5(e) in connection with losses on Permitted Investments in the Master Servicer Custodial Account.

(d) The Indenture Trustee shall establish and maintain, on behalf of Noteholders, the Payment Account. On each Payment Account Deposit Date, the Master Servicer shall remit to the Indenture Trustee for deposit in the Payment Account all available amounts in the Master Servicer Custodial Account on such date. In addition, the Indenture Trustee shall deposit into the Payment Account (i) any amounts received from the Master Servicer pursuant to Section 3.5(e) in connection with losses on Permitted Investments in the Payment Account, (ii) any Net Swap Payments and (subject to the limitations set forth in Section 4.7) Swap Termination Payments paid by the Counterparty to the Issuer under the Swap Agreement and (iii) any proceeds received in respect of the PMI Policy.

In the event that the Servicer or Master Servicer shall remit any amount not required to be remitted, it may at any time direct the Indenture Trustee to withdraw such amount from the Payment Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering an Officer’s Certificate to the Indenture Trustee which describes the amounts deposited in error in the Payment Account. All funds deposited in the Payment Account shall be held in accordance with Section 3.22 until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.8. In no event shall the Indenture Trustee incur liability for withdrawals from the Payment Account at the direction of the Master Servicer or the Servicer in accordance with this paragraph.

(e) The institutions at which the Collection Account, Master Servicer Custodial Account and Payment Account are maintained shall invest funds as directed by the Master Servicer in Permitted Investments which in each case shall mature not later than (i) in the case of the Collection Account, the second Business Day next preceding the related Servicer Deposit Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than the Business Day next preceding such Servicer Deposit Date), (ii) in the case of the Master Servicer Custodial Account, the second Business Day next preceding the related Payment Account Deposit Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than the Business Day next preceding such Payment Account Deposit Date), and (iii) in the case of the Payment Account, the Business Day next preceding the related Payment Date (except that if such Permitted Investment is an obligation of the institution that maintains such fund or account, then such Permitted Investment shall mature not later than such Payment Date) and, in each case, shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the Indenture Trustee, for the benefit of the Noteholders. All income and gain net of any losses realized from any such investment of funds on deposit in the Collection Account shall be for the benefit of the Servicer as servicing compensation and all income and gain net of any losses realized from any such investment of funds on deposit in the Master Servicer Custodial Account and the Payment Account shall be for the benefit of the Master Servicer. The amount of any realized losses in the Collection Account in respect of any such investments shall promptly be deposited by the Servicer in the Collection Account and the amount of any realized losses in the Master Servicer Custodial Account and the Payment Account in respect of any such investments shall promptly be deposited therein by the Master Servicer. The Indenture Trustee in its fiduciary capacity shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Collection Account or the Master Servicer Custodial Account and made in accordance with this Section 3.5.

(f) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with Applicable Law.

Section 3.6. Collection of Taxes, Assessments and Similar Items; Escrow Accounts.

(a) To the extent required by the related Mortgage Note and not violative of current law, the Servicer shall establish and maintain one or more accounts (each, an “Escrow Account”) and deposit and retain therein all collections from the Mortgagors (or advances by the Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law.

(b) Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse the Servicer out of related collections for any payments made pursuant to Sections 3.1 (with respect to taxes and assessments and insurance premiums) and 3.9 (with respect to hazard insurance), to refund to any Mortgagors any sums determined to be overages, to pay interest, if required by law or the terms of the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 7.1. The Escrow Accounts shall not be a part of the Trust Estate.

(c) The Servicer shall advance, as Servicing Advances, any payments referred to in Section 3.6(a) that are not timely paid by the Mortgagors on the date when the tax, premium or other cost for which such payment is intended is due; provided, however, that the Servicer shall not be required to make any such advance if such advance, in the good faith judgment of the Servicer, would constitute a Nonrecoverable Advance.

Section 3.7. Access to Certain Documentation and Information Regarding the Mortgage Loans.

The Servicer shall afford the Depositor and the Indenture Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Servicer.

Upon reasonable advance notice in writing, the Servicer will provide to each Securityholder which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Securityholder to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Securities; provided, however, that the Servicer shall be entitled to be reimbursed by each such Securityholder for actual expenses incurred by the Servicer in providing such reports and access.

Section 3.8. Permitted Withdrawals from the Collection Account, Master Servicer Custodial Account and Payment Account.

(a) The Servicer may from time to time make withdrawals from the Collection Account for the following purposes:

(i) to the extent not previously retained by the Servicer, to pay to the Servicer the servicing compensation to which it is entitled pursuant to Section 3.14 and, if applicable, Section 4.2, and earnings on or investment income with respect to funds in or credited to the Collection Account as additional servicing compensation;

(ii) to the extent not previously retained by the Servicer, to reimburse the Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Mortgage Loan(s) in respect of which any such Advance was made;

(iii) to reimburse the Servicer for any Nonrecoverable Advance previously made;

(iv) to reimburse the Servicer for Insured Expenses from the related Insurance Proceeds;

(v) to reimburse the Servicer for unpaid Servicing Fees as provided in Section 3.11;

(vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.2, 2.3 or 3.11, all amounts received thereon after the date of such purchase;

(vii) to reimburse the Master Servicer, the Servicer or the Depositor for expenses incurred by any of them and reimbursable pursuant to Section 5.3 (or, in the case of the Depositor, Section 4.04 of the Trust Agreement);

(viii) to pay to the Master Servicer any accrued compensation to which it is entitled hereunder (and any amount to which it is entitled to reimbursement herewith);

(ix) to pay the PMI Insurance Premium;

(x) to withdraw any amount deposited in the Collection Account and not required to be deposited therein;

(xi) to pay the Seller or its designee any Retained Interest in accordance with Section 4.2;

(xii) on or prior to each Servicer Deposit Date, to withdraw the amount then on deposit in the Collection Account available after application of clauses (i) through (xi) above and remit such amount to the Master Servicer for deposit in the Master Servicer Custodial Account; and

(xiii) to clear and terminate the Collection Account upon termination of this Agreement pursuant to Section 7.1.

The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any withdrawal from the Collection Account pursuant to subclause (iii), the Servicer shall deliver to the Master Servicer an Officer’s Certificate of a Servicing Officer indicating the amount of any previous Advance determined by the Servicer to be a Nonrecoverable Advance and identifying the related Mortgage Loan(s), and their respective portions of such Nonrecoverable Advance.

(b) The Master Servicer may from time to time make withdrawals from the Master Servicer Custodial Account for the following purposes:

(i) to pay itself any compensation due it hereunder (including the portion thereof out of which it pays the Indenture Trustee Fees);

(ii) to the extent not previously retained by the Servicer, to pay to the Servicer the servicing compensation to which it is entitled pursuant to Section 3.14 and, if applicable, Section 4.2;

(iii) to pay to itself earnings or investment income with respect to funds in the Master Servicer Custodial Account;

(iv) on each Payment Account Deposit Date, to withdraw the amount then on deposit in the Master Servicer Custodial Account on such date after application of clauses (i) through (iii) above and remit such amount to the Indenture Trustee for deposit in the Payment Account; and

(v) to clear and terminate the Master Servicer Custodial Account upon termination of the Agreement pursuant to Section 7.1.

(c) The Indenture Trustee shall withdraw funds from the Payment Account for payments to Noteholders and for deposit into the Certificate Account in the manner specified in this Agreement. In addition, the Indenture Trustee shall prior to making the payments pursuant to Section 4.1 from time to time make withdrawals from the Payment Account for the following purposes:

(i) to pay to itself the Indenture Trustee Fee (out of the Master Servicing Fee to the extent not previously remitted by the Master Servicer) and reimburse itself for reasonable expenses for the related Payment Date and for permitted expenses of the Owner Trustee pursuant to Section 7.02 of the Trust Agreement);

(ii) to the extent not previously retained by the Servicer, to pay to the Servicer the servicing compensation to which it is entitled pursuant to Section 3.14 and, if applicable, Section 4.2, and to pay any PMI Insurance Premium then due and payable;

(iii) to the extent not previously retained by SFM or any successor servicer pursuant to Section 3.8, to pay SFM, or its designee, any Retained Interest pursuant to Section 4.2;

(iv) to pay to the Master Servicer earnings on or investment income with respect to funds in the Payment Account;

(v) to make any Net Swap Payments or Priority Swap Termination Payments due to the Counterparty under the Swap Agreement and to pay any costs and expenses of entering into a replacement Swap Agreement not otherwise paid from a Swap Termination Payment received by the Issuer;

(vi) to withdraw and return to the Servicer or Master Servicer any amount deposited in the Payment Account and not required to be deposited therein, including any amounts owed to the Servicer as part of the Servicing Fee in accordance with the terms hereunder; and

		Page
ARTICLE 1. DEFINITIONS		2
Section 1.1.	Defined Terms	2
Section 1.2.	Rules of Construction.	38

ARTICLE 2. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES		38
Section 2.1.	Conveyance of Mortgage Loans.	38
Section 2.2.	Acceptance by Trustee of the Mortgage Loans.	41
Section 2.3.	Representations, Warranties and Covenants of the Depositor, Servicer and Master Servicer.	43
Section 2.4.	[Reserved].	49
Section 2.5.	Purchase of Subsequent Mortgage Loans.	49

ARTICLE 3. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS		51
Section 3.1.	Servicer to Service Mortgage Loans.	51
Section 3.2.	Subservicing; Enforcement of the Obligations of Servicers.	53
Section 3.3.	Rights of the Depositor, the Issuer and the Indenture Trustee in Respect of the Servicer.	53
Section 3.4.	Master Servicer to Act as Servicer.	54
Section 3.5.	Collection of Mortgage Loan Payments; Collection Account; Payment Account.	54
Section 3.6.	Collection of Taxes, Assessments and Similar Items; Escrow Accounts.	57
Section 3.7.	Access to Certain Documentation and Information Regarding the Mortgage Loans.	58
Section 3.8.	Permitted Withdrawals from the Collection Account, Master Servicer Custodial Account and Payment Account.	58
Section 3.9.	Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.	61
Section 3.10.	Enforcement of Due-on-Sale Clauses; Assumption Agreements.	62
Section 3.11.	Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.	63
Section 3.12.	Indenture Trustee to Cooperate; Release of Mortgage Files.	66
Section 3.13.	Documents Records and Funds in Possession of Servicer to be Held for the Indenture Trustee.	67
Section 3.14.	Servicing Compensation.	67
Section 3.15.	Access to Certain Documentation.	68
Section 3.16.	Annual Statement as to Compliance.	68
Section 3.17.	Annual Independent Public Accountants’ Servicing Statement.	69
Section 3.18.	Errors and Omissions Insurance; Fidelity Bonds.	69
Section 3.19.	Advances.	69

Section 3.20.	Advance Facility.	70
Section 3.21.	Prepayment Penalties.	71
Section 3.22.	The Certificate Account.	71
Section 3.23.	Control of the Trust Accounts.	71
Section 3.24.	Indenture Trustee To Retain Possession of PMI Policy.	75

ARTICLE 4. PAYMENTS		75
Section 4.1.	Priorities of Payments.	75
Section 4.2.	Retained Interest.	78
Section 4.3.	[Reserved].	79
Section 4.4.	Reports to the Depositor and the Indenture Trustee.	79
Section 4.5.	Reports by or on Behalf of the Master Servicer.	80
Section 4.6.	The Calculation Agent.	82
Section 4.7.	Swap Agreement; Swap Account.	82
Section 4.8.	The Instrument.	84

ARTICLE 5. THE DEPOSITOR, THE SERVICER AND MASTER SERVICER		84
Section 5.1.	Respective Liabilities of the Depositor, Servicer and Master Servicer.	84
Section 5.2.	Merger or Consolidation of the Depositor, Servicer and Master Servicer.	84
Section 5.3.	Limitation on Liability of the Depositor, the Servicer, the Indenture Trustee, the Master Servicer and Others.	85
Section 5.4.	Limitation on Resignation of Servicer.	86

ARTICLE 6. SERVICER DEFAULT		87
Section 6.1.	Events of Default.	87
Section 6.2.	Notification to Securityholders.	89
Section 6.3.	Reports filed with the Securities and Exchange Commission.	89

ARTICLE 7. TERMINATION		92
Section 7.1.	Termination upon Liquidation or Purchase of all Mortgage Loans.	92

ARTICLE 8. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER		93
Section 8.1.	Duties of the Master Servicer.	93
Section 8.2.	Compensation to the Master Servicer.	94
Section 8.3.	Termination of Master Servicer; Trustee to Act.	94
Section 8.4.	Notification to Securityholders.	96
Section 8.5.	Annual Statement as to Compliance.	96
Section 8.6.	Annual Independent Public Accountants’ Servicing Statement.	97

ARTICLE 9. MISCELLANEOUS PROVISIONS		97
Section 9.1.	Amendment.	97
Section 9.2.	Recordation of Agreement; Counterparts.	99
Section 9.3.	Governing Law.	99
Section 9.4.	Intention of Parties.	99

Section 9.5.	Notices.	100
Section 9.6.	Severability of Provisions.	101
Section 9.7.	Assignment.	101
Section 9.8.	Limitation on Rights of Securityholders.	101
Section 9.9.	Inspection and Audit Rights.	102
Section 9.10.	Mortgage Data.	102
Section 9.11.	Execution by the Issuer; No Petition.	102
Section 9.12.	Third Party Beneficiary.	103

SCHEDULES
Schedule I:	Mortgage Loan Schedule	S-I-1
Schedule IA:	SFM Mortgage Schedule	S-IA-1
Schedule IB:	Warehouse Mortgage Schedule	S-IB-1
Schedule II:	Interest Rate Schedule	S-II-1

EXHIBITS

Exhibit A:	Form of Initial Certification of Indenture Trustee	A-1
Exhibit B:	Form of Final Certification of Indenture Trustee	B-1
Exhibit C:	Request for Release of Documents and Receipt	C-1
Exhibit D:	Form of Remittance Agency Agreement	D-1
Exhibit E:	Form of Security Release Certification	E-1
Exhibit F-1:	Warehouse Sellers	F-1-1
Exhibit F-2:	Subservicers	F-2-1
Exhibit G:	Form of Certification to be Provided to the Depositor by the Indenture Trustee	G-1
Exhibit H:	Form of Certification to be Provided to the Depositor by the Servicer	H-1
Exhibit I:	Swap Agreement	I-1
Exhibit J:	Form 10-D, Form 8-K and Form 10-K Reporting Responsibility	J-1

Payment Date		Cumulative Loss Percentage
25 to 36		1.55% in the first month plus 1/12^th of 1.90% for every month thereafter
37 to 48		3.45% in the first month plus 1/12^th of 1.95% for every month thereafter
49 to 60		5.40% in the first month plus 1/12^th of 1.60% for every month thereafter
61 to 72		7.00% in the first month plus 1/12^th of 0.85% for every month thereafter
73 and thereafter		7.85%

Senior Notes	52.00	%
Class M-1	59.90	%
Class M-2	67.10	%
Class M-3	71.50	%
Class M-4	75.70	%
Class M-5	79.50	%
Class M-6	82.90	%
Class B-1	86.60	%
Class B-2	89.70	%
Class B-3	91.60	%


	SAXON ASSET SECURITIES TRUST 2006-3

	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee


	By:	/s/ Patricia A. Evans
		Name: Patricia A. Evans Title: Vice President


	SAXON ASSET SECURITIES COMPANY

	By:	/s/ Ernest G. Bretana
		Name: Ernest G. Bretana Title: Vice President


	SAXON FUNDING MANAGEMENT, INC.

	By:	/s/ Robert B. Eastep
		Name: Robert B. Eastep Title: Executive Vice President and Chief Financial Officer


	SAXON MORTGAGE SERVICES, INC.

	By:	/s/ David L. Dill
		Name: David L. Dill Title: President


	DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:	/s/ Karlene Benvenuto
		Name: Karlene Benvenuto Title: Authorized Signatory


	By:	/s/ Barbara Campbell
		Name: Barbara Campbell Title: Vice President


	Date:
		Deutsche Bank Trust Company Americas, as Indenture Trustee

Form	Item	Description	Responsible Entity
10-D	1	Distribution and Pool Performance Information
		Item 1121(a) - Distribution and Pool Performance Information
		(1) Any applicable record dates, accrual dates, determination dates for calculating payments and actual payment dates for the payment period.	4.5 statement
		(2) Cash flows received and the sources thereof for payments, fees and expenses.	4.5 statement
		(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:	4.5 statement
		(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses.	4.5 statement
		(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments.	4.5 statement
		(iii) Principal, interest and other payments accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers.	4.5 statement
		(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.	4.5 statement
		(4) Beginning and ending principal balances of the asset-backed securities.	4.5 statement
		(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges.	4.5 statement

				(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.		4.5 statement
				(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable.		4.5 statement
				(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average life, weighted average remaining term, pool factors and prepayment amounts.		4.5 statement Updated pool composition information filed to be as specified by Depositor or Master Servicer from time to time.
				(9) Delinquency and loss information for the period. In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets.		4.5 statement Form 10-D report; Depositor or Master Servicer
				(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements.		4.5 statement
				(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time.		Form 10-D report; Master Servicer or Servicer
				(12) Material breaches of pool asset representations or warranties or transaction covenants.		Form 10-D report; Master Servicer or Servicer
				(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met.		4.5 statement
				(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool, [information regarding] any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable. Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets.		Form 10-D report: Depositor, Master Servicer or Servicer

2	Legal Proceedings
	Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Noteholders, including proceedings known to be contemplated by governmental authorities: Seller Depositor Indenture Trustee Issuing entity Master Servicer Servicer Originator Custodian	Seller Depositor Indenture Trustee Issuing entity Master Servicer Servicer Originator Custodian

3	Sales 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 or Master Servicer

4	Defaults Upon Senior Securities
	Information form 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)	N/A

5	Submission of Matters to a Vote of Security Holders
	Information from Item 4 of Part II of Form 10-Q	Indenture Trustee

6	Significant Obligors of Pool Assets
	Item 1112(b) - Significant Obligor Financial Information* *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

7	Significant Enhancement Provider Information
	Item 1114(b)(2) - Credit Enhancement Provider Financial Information* Determining applicable disclosure threshold Obtaining required financial information or effecting incorporation by reference	N/A N/A

		Item 1115(b) - Derivative Counterparty Financial Information* Determining current maximum probable exposure Determining current significance percentage Obtaining required financial information or effecting incorporation by reference	[TBD] [TBD] Depositor or Master Servicer
		*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.

	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	The Responsible Entity for the applicable Form 8-K item as indicated below

	9	Exhibits
		Distribution report	Indenture Trustee
		Exhibits required by Item 601 of Regulation S-K, such as material agreements	Depositor

8-K

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

	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, custodial agreement.	Depositor

	1.03	Bankruptcy or Receivership
		Disclosure is required regarding the bankruptcy or receivership, if known to the Depositor, Master Servicer or Indenture Trustee, with respect to any of the following: Sponsor (Seller), Depositor, Master Servicer, Indenture Trustee, Swap Provider, Cap Provider, Custodian	Depositor/Master Servicer/Indenture Trustee

	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 4.05 statement	N/A

3.03	Material Modification to Rights of Security Holders
	Disclosure is required of any material modification to documents defining the rights of Noteholders, including the Pooling and Servicing Agreement	Party requesting material modification

5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	Disclosure is required of any amendment “to the governing documents of the issuing entity”	Depositor or Master Servicer

6.02	Change of Master Servicer, Servicer or Indenture Trustee
	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, certificate administrator or indenture trustee. Reg AB disclosure about any new servicer or indenture trustee is also required.	Indenture Trustee, Servicer or Master Servicer

6.03	Change in Credit Enhancement or Other 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. Reg AB disclosure about any new enhancement provider is also required.	Depositor or Master Servicer

6.04	Failure to Make a Required Payment	Indenture Trustee

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 or Master Servicer
	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 or Master Servicer

7.01	Regulation FD Disclosure	Depositor or Master Servicer

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 security holders.	Depositor or Master Servicer

9.01	Financial Statements and Exhibits	The Responsible Entity applicable to reportable event

10-K

	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	The Responsible Entity for the applicable Form 8-K item as indicated above

	15	Exhibits and Financial Statement Schedules
		Item 1112(b) - Significant Obligor Financial Information	N/A
		Item 1114(b)(2) - Credit Enhancement Provider Financial Information

		Determining applicable disclosure threshold	N/A

		Obtaining required financial information or effecting incorporation by reference	N/A

		Item 1115(b) - Derivative Counterparty