BA RESIDENTIAL SECURITIZATION LLC

as Depositor

U. S. BANK TRUST NATIONAL ASSOCIATION

as Delaware Trustee

U.S. BANK NATIONAL ASSOCIATION

as

as Co-Trustee

and

FEDERAL NATIONAL MORTGAGE ASSOCIATION

as Guarantor and as Seller

AMENDED AND RESTATED TRUST AGREEMENT

Dated as of May 1,201 1

MORTGAGE EQUITY CONVERSION ASSET TRUST 201 1-1, Mortgage-Backed Certificates, Series 201 1-1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS ............................................................................................................................. 2

. Section 1 01 Definitions ............................................................................................................................. 2 Section 1.02 Other Definitional Provisions .............................................................................................. 23

ARTICLE II ORGANIZATION ...................................................................................................................... 24

Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07

Section 2.08 Section 2.09 Section 2.1 0 Section 2.1 1 Section 2.1 2

Name .................................................................................................................................. 24 Off ice .................................................................................................................................. 24 Purposes and Powers ........................................................................................................ 24 Appointment of Delaware Trustee and Co-Trustee ............................................................ 24 Capital Contribution of Initial Trust Estate; Future Conveyance of Trust Estate ................ 25 Declaration of Trust ......................................................................................................... 25 Acknowledgement of Co-Trustee Regarding Mortgage Loans; Review of Documentation for Mortgage Loans ............................................................................................................ 25 Title to Trust Property ...................................................................................................... 25 Situs of Trust ....................................................................................................................... 26 Representations and Warranties of the Depositor ............................................................. 26 Investment Company .......................................................................................................... 27 Transfer of Mortgage Loans to Trust .................................................................................. 27

ARTICLE Ill CONVEYANCE OF THE MORTGAGE LOANS; CERTIFICATES; DISTRIBUTIONS TO CERTIFICATES .......................................................................................................................................... 29

Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Section 3.1 0 Section 3.1 1 Section 3.1 2 Section 3.1 3 Section 3.14 Section 3.1 5 Section 3.16

Section 3.17 Section 3.18

Conveyance of the Mortgage Loans ................................................................................... 29 Discovery of Seller Breach; Repurchase of Mortgage Loans ............................................ 29 The Certificates ................................................................................................................... 31 Authentication of Certificates .............................................................................................. 31 Registration of and Limitations on Transfer and Exchange of Certificates ........................ 31 Mutilated. Destroyed. Lost or Stolen Certificates ........................................................ 36 Persons Deemed Certificateholders ................................................................................... 37 Access to List of Certificateholders' Names and Addresses .............................................. 37 Maintenance of Office or Agency ....................................................................................... 37 Book-Entry Certificates ..................................................................................................... 37 Notices to Clearing Agency ................................................................................................ 38 Definitive Certificates ....................................................................................................... 38 Certificate Account .............................................................................................................. 38 Distributions Generally ....................................................................................................... 39 Distributions on the Certificates .......................................................................................... 40 Liquidity Amounts. RE0 Manager Reimbursement Amounts and Servicer Uncapitalized Servicing Advance Reimbursement Amounts .................................................................. 41 Allocation of Realized Losses ............................................................................................. 42 Reports to Certificateholders .............................................................................................. 43

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Section 3.1 9 The Guaranty ...................................................................................................................... 45 Section 3.20 Allocation of Certain Fees and Extraordinary Trust Expenses ........................................... 46 Section 3.21 Allocation of Prepayment Interest Shortfalls ...................................................................... 46 Section 3.22 Seller Funded Expenses .................................................................................................... 46

ARTICLE IV CONCERNING THE CO-TRUSTEE AND THE DELAWARE TRUSTEE .............................. 48

Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 4.07 Section 4.08 Section 4.09 Section 4.1 0 Section 4.1 1 Section 4.12 Section 4.13 Section 4.14 Section 4.1 5 Section 4.16 Section 4.17

General Authority ................................................................................................................ 48 Duties of Co-Trustee and Delaware Trustee ...................................................................... 48

................................ Certain Matters Affecting the Co-Trustee and the Delaware Trustee 51 ........................................... Co-Trustee and Delaware Trustee Not Liable for Certificates 53

.................................................. Co-Trustee and Delaware Trustee May Own Certificates 53 Restrictions ......................................................................................................................... 53

...................................... Prior Notice to Certificateholders with respect to Certain Matters 54 Representations and Warranties ........................................................................................ 54

. . . . Not-Act~ng In lndlvldual Capacity ........................................................................................ 56 Doing Business in Other Jurisdictions ................................................................................ 56 Fees and Expenses ............................................................................................................ 57

. . . Indernnlf~cat~on .............................................................................................................. 57

......................................... Eligibility Requirements for Delaware Trustee and Co-Trustee 58 Replacement of Delaware Trustee and Co-Trustee ........................................................... 58 Successor Delaware Trustee and Co-Trustee ................................................................... 60

............................................ Merger or Consolidation of Delaware Trustee or Co-Trustee 61 .............................................. Appointment of Additional Co-Trustee or Separate Trustee 61

............................ ARTICLE V CONCERNING THE CERTIFICATEHOLDERS AND THE GUARANTOR 63

Section 5.01 Limitation on Rights of Holders ........................................................................................... 63 Section 5.02 Access to List of Holders .................................................................................................... 63 Section 5.03 Acts of Certificateholders .................................................................................................... 64 Section 5.04 Rights of the Guarantor ...................................................................................................... 64

.......................................................................................................... ARTICLE VI EVENTS OF DEFAULT 66

Section 6.01 Servicer Events of Default .................................................................................................. 66 Section 6.02 Additional Remedies of Co-Trustee Upon Servicer Event of Default ................................. 66

.................................................................................. Section 6.03 Waiver of Servicer Events of Default 66 ........................................................................................................ Section 6.04 Notification to Holders 66

Section 6.05 Directions by Certificateholders and Duties of Co-Trustee During Servicer Event of Default ............................................................................................................................................ 66

........... Section 6.06 Action Upon Certain Failures of the Servicer and Upon Servicer Event of Default 67

ARTICLE VII [RESERVED] ......................................................................................................................... 68

ARTICLE Vlll TERMINATION OF TRUST .................................................................................................. 69

Section 8.01 Termination of Trust Upon Auction or Liquidation of All Mortgage Loans .......................... 69 Section 8.02 Procedure Upon Redemption and Termination of Trust Estate ......................................... 70 Section 8.03 Additional Termination Requirements ................................................................................ 71

ARTICLE IX REMlC ADMINISTRATION .................................................................................................... 73

................................................................................................................. Section 9.01 REMlC Elections 73 ........................................................................................................ Section 9.02 REMlC Administration 73

Section 9.03 Prohibited Transactions and Activities ............................................................................. 75 Section 9.04 Co-Trustee Obligations with respect to Certain Taxes and Loss of REMlC Status ........... 75

ARTICLE X MISCELLANEOUS .................................................................................................................. 77

Section 10.01 Amendments ....................................................................................................................... 77 Section 10.02 No Legal Title to Trust Estate ............................................................................................. 78 Section 10.03 Limitations on Rights of Others .......................................................................................... 78 Section 10.04 Notices ................................................................................................................................ 78 . .

......................................................................................................................... Section 10.05 Severab~l~ty 79 Section 10.06 Separate Counterparts ....................................................................................................... 79 Section 10.07 Successors and Assigns .................................................................................................... 79 Section 10.08 No Petition .......................................................................................................................... 79

....................................................................................................................... Section 10.09 No Recourse 79 ............................................................................................................................. Section 10.1 0 Headings 79

............................................................................................................. Section 10.1 1 GOVERNING LAW 79 Section 10.1 2 Integration .................................................................................................................... 80 Section 10.1 3 Waiver of Trial by Jury ........................................................................................................ 80 Section 10.1 4 Extraordinary Trust Expenses of Custodians and Credit Risk Manager ............................ 80 Section 10.1 5 Third Party Beneficiaries .................................................................................................... 80

ARTICLE XI MANAGEMENT OF THE TRUST ......................................................................................... 81

EXHIBITS Exhibit A-I . Form of Class A Certificates .............................................................................................. A-I -1 Exhibit A-2 . Form of Class RV Certificates ........................................................................................... A-2-1 Exhibit B . Certificate of Trust .................................................................................................................... B-1 Exhibit C . Form of Transferor Certificate ................................................................................................. C-I Exhibit D . Form of Transferee Certificate ........................................................................................... D-I Exhibit E . Form of Liquidity Amount Funding Acknowledgment Certificate ............................................ E-1 Exhibit F . Form of Mortgage Loan Purchase Agreement ........................................................................ F-I Exhibit G . Form of Residual Transfer Affidavit (Transferee) .................................................................. G-I Exhibit H . Form of Residual Transfer Affidavit (Transferor) .................................................................... H-I Exhibit I . Form of Liquidity Amount and Reimbursement Amount Report ................................................ 1-1

Schedule I . Mortgage Loan Schedule ...................................................................................................... 1-1

This Amended and Restated Trust Agreement, dated as of May 1, 201 1 (as amended from time to time, this "Agreement" or "Trust Agreement"), among BA RESIDENTIAL SECURITIZATION LLC, a Delaware limited liability company, as depositor (the "Depositor"), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (the "Delaware Trustee"), U.S. BANK NATIONAL ASSOCIATION, as co-trustee (the "Co-Trustee") and FEDERAL NATIONAL MORTGAGE ASSOCIATION, as guarantor (in such capacity, the "Guarantor") and as seller (in such capacity, the "Seller").

WITNESSETH THAT:

WHEREAS, the Depositor has entered into a Mortgage Loan Purchase Agreement, dated as of May 27, 2011, between the Seller, as seller and the Depositor, as purchaser, pursuant to which the Depositor acquired the Mortgage Loans;

WHEREAS, the Depositor, the Delaware Trustee, the Guarantor, the Seller and the Co-Trustee desire to continue Mortgage Equity Conversion Asset Trust 201 1-1, a Delaware statutory trust, and the Depositor wishes to sell the Mortgage Loans to the Co-Trustee on behalf of the Trust pursuant to the terms of this Trust Agreement;

WHEREAS, the duties of the Co-Trustee shall include (i) holding title to the Mortgage Loans on behalf of the Trust and acting as mortgagee of record for the Mortgage Loans and (ii) performing the other duties that are expressly stated herein to be duties of the Co-Trustee; and

WHEREAS, in exchange for conveyance of the Mortgage Loans to the Trust pursuant to the terms hereof, the Trust shall issue the Class A-I, Class A-ll, Class RV-I and Class RV-II Certificates;

WHEREAS, the parties hereto intend to amend and restate in its entirety that certain Trust Agreement, dated as of March 1, 201 1 (the "Initial Trust Agreement"), among the Depositor, the Delaware Trustee and the Co-Trustee, on the terms and conditions hereinafter set forth;

In consideration of the mutual agreements herein contained, the Depositor, the Delaware Trustee, the Guarantor, the Seller and the Co-Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1 .O1 Definitions.

Accrual Period: With respect to each Distribution Date and each Class of Certificates, the calendar month immediately preceding the related Distribution Date. lnterest will be calculated based on a 360-day year consisting of twelve 30-day months.

Accrued Certificate Interest: With respect to any Accrual Period and each Class of Certificates, the aggregate amount of interest accrued during the related Accrual Period at the related Certificate lnterest Rate on the related Certificate Principal Balance as of the first day of such Accrual Period, less any Prepayment lnterest Shortfalls allocated to such Class of Certificates, if any, in accordance with Sections 3.22(b) and (c).

Adjustment Date: As to each Mortgage Loan, the date on which the Mortgage lnterest Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.

Administrative Fee Rate: With respect to each Distribution Date, the sum of the Co-Trustee Fee Rate and the Credit Risk Manager Fee Rate.

Adverse REMIC Event: Either (i) the 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 Article IX hereof or (ii) the imposition of any United States federal income tax, including the tax imposed under Section 860F(a)(l) of the Code on prohibited transactions, and the tax imposed under Section 860G(d) of the Code 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 Estate.

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.

Agreement or Trust Agreement: This Amended and Restated Trust Agreement dated as of May 1, 201 1, among the Depositor, the Delaware Trustee, the Co-Trustee, the Seller and the Guarantor, as such may be amended or supplemented from time to time.

Assigned Mortgage Loan: Any Mortgage Loan where, prior to a Maturity Event, the Stated Principal Balance of such Mortgage Loan equals or exceeds 98% (or such lower threshold permitted by HUD from time to time for any assignments to HUD) of the Maximum Claim Amount, or a request for a draw on a line of credit or a change in payment plan causes the Stated Principal Balance of such Mortgage Loan to equal or exceed 98% (or such lower threshold permitted by HUD from time to time for any assignments to HUD) of the Maximum Claim Amount, the applicable conditions for assignment of such Mortgage Loan to HUD are satisfied and such Mortgage Loan has been assigned to HUD in exchange for payment by HUD of insurance benefits.

Auction Call: As defined in Section 8.01 (d) hereof.

Authorized Officer: With respect to the Depositor, any Person who may execute an Officer's Certificate on behalf of the Depositor. With respect to the Issuer, any officer of the Delaware Trustee or Co-Trustee who is authorized to act for the Delaware Trustee or Co-Trustee, as applicable, in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Delaware Trustee and Co-Trustee to the Issuer on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

Available Distribution Amount: With respect to any Distribution Date and Loan Group I, the sum of (i) the aggregate Loan Collections on the Group I Mortgage Loans during the related Collection Period (to the extent not applied toward Principal Advances made by the Servicer during the related Collection Period in respect of the Group I Mortgage Loans), (ii) any Group I Guaranteed Amount for such Distribution Date, (iii) any Group I Seller Funded Expense Amount for such Distribution Date and (iv) the portion (if any) of the related Liquidity Amount not used to reimburse the Servicer on the preceding Liquidity Amount and Reimbursement Amount Distribution Date, less any related Post-Payment Proceeds received during the related Collection Period. With respect to any Distribution Date and Loan Group II, the sum of (i) the aggregate Loan Collections on the Group II Mortgage Loans during the related Collection Period (to the extent not applied toward Principal Advances made by the Servicer during the related Collection Period in respect of the Group II Mortgage Loans), (ii) any Group II Guaranteed Amount for such Distribution Date, (iii) any Group II Seller Funded Expense Amount for such Distribution Date and (iv) the portion (if any) of the related Liquidity Amount not used to reimburse the Servicer on the preceding Liquidity Amount and Reimbursement Amount Distribution Date, less any related Post- Payment Proceeds received during the related Collection Period.

Book-Entry Certificates: Beneficial interests in Certificates designated as "Book-Entry Certificates" in this Trust Agreement, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 3.10 hereof; provided, that after the occurrence of a condition whereupon Book-Entry Certificates become Definitive Certificates that are to be issued to Certificates Owners, such Book-Entry Certificates shall no longer be "Book-Entry Certificates." As of the Closing Date, the following Classes of Certificates constitute Book-Entry Certificates: Class A-l Certificates and Class A-Il Certificates.

BNY Custodial Agreement: The Custodial Agreement, dated as of the Closing Date, by and among the Servicer, the Issuer, the Co-Trustee, the RE0 Manager and The Bank of New York Mellon Trust Company, N.A., as custodian.

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which the New York Stock Exchange or Federal Reserve is closed or a day on which banking institutions in the State of New York, the State of Delaware, or the city in which the Corporate Trust Office of the Co-Trustee is located are authorized or obligated by law or executive order to be closed.

Capitalized Servicing Advances: With respect to each Mortgage Loan, all related Servicing Advances that are capitalized into the Stated Principal Balance of such Mortgage Loan.

Certificates: The Class A Certificates and the Class RV Certificates issued pursuant to this Trust Agreement, each evidencing a beneficial interest in the related Trust Estate.

Certificate Account: The account designated as the "Certificate Account" and established and maintained pursuant to Section 3.1 3 hereof, which shall be an Eligible Account.

Certificate Group: The Group I Certificates or Group II Certificates, as applicable.

Certificate lnterest Rate: With respect to each Class of Certificates and each Distribution Date, the weighted average of the Net Mortgage Rates on the related Mortgage Loans, weighted on the basis of the Stated Principal Balances thereof as of the beginning of the related Collection Period.

Certificate Register: The register maintained by the Co-Trustee in which the Co-Trustee shall provide for the registration of the Certificates and of transfers and exchanges of such Certificates.

Certificate of Trust: The certificate of trust of the Issuer as filed with the Secretary of State of the State of Delaware substantially in the form of Exhibit B to this Trust Agreement.

Certificate Owner: With respect to a Book-Entry Certificate, the Person that is the beneficial 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 as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency), and with respect to a Definitive Certificate, the Person that is the registered owner of such Certificate as reflected in the Certificate Register.

Certificate Principal Balance: With respect to each Class of Class A Certificates and any date of determination, the Original Certificate Principal Balance of such Class of Certificates, plus any related Negative Amortization Balance Increase with respect to such Class of Certificates, less the sum of (i) all principal distributions previously made with respect to such Class of Certificates and (ii) all related Realized Loss Amounts (if any) previously allocated to such Class of Certificates. With respect to each Class of Class RV Certificates and any date of determination, an amount equal to the Original Certificate Principal Balance of such Class of Certificates plus the sum of (i) any related Liquidity Amounts paid by the holder of such Class of Certificates on or prior to such date of determination, (ii) any related Excess Draw lnterest with respect to any related Mortgage Loan which had a draw during the related Collection Period and (iii) any related Negative Amortization Balance Increase with respect to such Class of Certificates, less the sum of (i) all principal distributions previously made with respect to such Class of Certificates and (ii) all related Realized Loss Amounts (if any) previously allocated to such Class of Certificates.

Certification: As defined in each Custodial Agreement.

Change Fee: A fee charged to a Mortgagor for a change in the terms of the Mortgagor's Mortgage Loan.

Class: All Certificates bearing the same class designation.

Class A Certificates The Class A-l Certificates and Class A-ll Certificates.

Class A-l Certificate: Any Certificate designated as a "Class A-l Certificate" on the face thereof, in the form of Exhibit A-I hereto, and evidencing a Regular lnterest in REMlC I.

Class A-ll Certificate: Any Certificate designated as a "Class A-ll Certificate" on the face thereof, in the form of Exhibit A-I hereto, and evidencing a Regular lnterest in REMlC II.

Class Factor: With respect to each Certificate, as determined by the Co-Trustee following distributions on any Distribution Date, an amount equal to the Certificate Principal Balance of such

4

Certificate as of such Distribution Date divided by the Original Certificate Principal Balance of such Certificate.

Class RV Certificates: The Class RV-I Certificates and Class RV-II Certificates.

Class RV-I Certificate: Any Certificate designated a "Class RV-I Certificate" on the face thereof, in the form set forth in Exhibit A-2 hereof, and evidencing the Residual lnterest in REMlC I.

Class RV-II Certificate: Any Certificate designated a "Class RV-II Certificate" on the face thereof, in the form set forth in Exhibit A-2 hereof, and evidencing the Residual Interest in REMlC II.

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

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

Closing Date: May 27, 201 1

Code: The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, and any successor statutes thereto.

Collection Account: The account or accounts maintained by the Servicer and the RE0 Manager in accordance with the terms of the Servicing Agreement.

Collection Period: With respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

Commission: The United States Securities and Exchange Commission.

Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

Corporate Trust Office: With respect to the Co-Trustee, One Federal Street, 3rd Floor, Boston, Massachusetts, 021 10. With respect to the Delaware Trustee, the corporate trust office of the Delaware Trustee located at 300 Delaware Avenue, gth lo or, Wlmington, DE 19801; or at such other address in the State of Delaware as the Delaware Trustee may designate by notice to the Certificateholders and the Guarantor, or the principal corporate trust office of any successor Delaware Trustee (which shall be in the State of Delaware) of which the successor Delaware trustee will notify the Certificateholders and the Guarantor).

Co-Trustee: U.S. Bank National Association, and its successors and assigns.

Co-Trustee Fee: With respect to each Distribution Date and each Loan Group, an amount equal to the product of (i) one-twelfth of the Co-Trustee Fee Rate and (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group as of the beginning of the related Collection Period.

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Co-Trustee Fee Rate: 0.00085% per annum.

Credit Risk Manager: Wells Fargo Bank, N.A., a national banking association, and its successors and assigns.

Credit Risk Management Agreement: The credit risk management agreement, dated as of the Closing Date, among the Servicer, the RE0 Manager, the Credit Risk Manager, the Depositor, the Guarantor, the Seller and the Issuer.

Credit Risk Manager Fee: With respect to each Distribution Date, and each Loan Group an amount equal to the product of (i) one-twelfth of the Credit Risk Manager Fee Rate and (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group as of the beginning of the related Collection Period.

Credit Risk Manager Fee Rate: 0.0030% per annum.

Custodial Agreement: Any of the BNY Custodial Agreement, the ReconTrust Custodial Agreement and the U.S. Bank Custodial Agreement, as applicable.

Custodial Fee: With respect to each Custodian, each Loan Group and each applicable Distribution Date, the amount set forth in the related Custodial Agreement.

Custodian: Any of The Bank of New York Mellon Trust Company, N.A., ReconTrust Company, N.A., or U.S. Bank, National Association, as applicable, in case in its capacity as custodian under the related Custodial Agreement.

Cut-off Date: The close of business on April 30, 201 1

Defective Mortgage Loan: Any Mortgage Loan where the Seller breached a representation or warranty relating to a Mortgage Loan and such breach has a Material Adverse Effect on the interests of the Holders of the Certificates.

Definitive Certificate: A Certificate of any Class issued in definitive, fully registered, certificated form, which shall initially be the Class RV-I Certificates and Class RV-II Certificates.

Delaware Trustee: U.S. Bank Trust National Association, a national banking association, and any successor in interest, not in its individual capacity, but solely as Delaware trustee of the Issuer under this Trust Agreement.

Depositor: BA Residential Securitization LLC, a Delaware limited liability company, and its successors and assigns.

Depository Agreement: The agreement dated the Closing Date, between the Issuer and The Depository Trust Company, as the initial Clearing Agency, relating to the Class A Certificates.

Disqualified Organization: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any

6

agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 (a)(2)(C) of the Code and (v) any other Person so designated by the Co-Trustee based upon an Opinion of Counsel that the holding of a Class RV Certificate by such Person may cause any REMIC or any Person holding any Class of Class RV Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of a Class RV Certificate to such Person. The terms "United States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions.

Distribution Date: The 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in June 201 1.

Distribution Date Statement: As defined in Section 3.18 hereof.

Eligible Account: Either (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 a short-term rating of A-I by S&P (or A+ if a short-term rating is not available) at the time any amounts are held on deposit therein; provided, that, following a downgrade, withdrawal, or suspension of such institution's rating below A-I (or below A+ if a short-term rating is not available) by S&P, each account shall promptly (and in any case within not more than 30 calendar days) be moved to a qualifying institution or to one or more corporate trust accounts in the trust department of such institution, if permitted or (ii) a corporate trust account or accounts maintained with the Co-Trustee or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable to the Co-Trustee and the Guarantor. Eligible Accounts may bear interest.

Eligible 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 such obligations are backed by the full faith and credit of the United States;

(ii) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of S&P;

(iii) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of S&P;

(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 (including the Co-Trustee or Delaware Trustee in their respective commercial banking capacities), provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated one of the two highest long-term and the highest short-term ratings of S&P for such securities;

(v) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation;

(vi) 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 (actingas principal) described in clause (v) above;

(vii) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 11 5% 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 S&P;

(viii) interests in any money market fund (including any such fund managed or advised by the Co-Trustee or any Affiliate thereof) 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 short term rating by S&P rating such money market fund; and

(ix) short term investment funds sponsored by any trust company or banking association incorporated under the laws of the United States or any state thereof (including any such fund managed or advised by the Co-Trustee or any Affiliate thereof) which on the date of acquisition has been rated by S&P in their respective highest applicable rating category.

provided, that no such instrument shall be a Eligible lnvestment if such instrument (i) evidences the right to receive interest only payments with respect to the obligations underlying such instrument, (ii) is purchased at a premium or (iii) is purchased at a deep discount; provided further that no such instrument shall be a Eligible lnvestment (A) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (B) if it may be redeemed at a price below the purchase price (the foregoing clause (B) not to apply to investments in units of money market funds pursuant to clause (viii) above). Eligible Investments that are subject to prepayment or call may not be purchased at a price in excess of par.

Exception Report: As defined in each Custodial Agreement.

Excess Draw Interest: With respect to any Collection Period and each Loan Group and any Principal Advance on a Mortgage Loan, an amount equal to interest accrued on the amount of such Principal Advance from the date of such draw to the end of the calendar month.

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

Executive Officer: With respect to any corporation or limited liability company, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Manager, Executive Vice President, any Vice President, the Secretary or the Treasurer of such entity; and with respect to any partnership, any general partner thereof.

Expense Fee Margin: With respect to any Mortgage Loan and each Distribution Date, a fraction, expressed as a per annum rate, the numerator of which is equal to (A) the product of (i) 12 and (ii) the sum of the Custodial Fees and Extraordinary Trust Expenses (subject to the related Extraordinary Trust Expense Cap) payable by the Trust on such Distribution Date in respect of the related Loan Group, and

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the denominator of which is (B) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group as of the beginning of the related Collection Period.

Expenses: The meaning specified in Section 4.12(a) hereof.

Extraordinary Trust Expenses: For each Distribution Date, to the extent not previously reimbursed, certain expenses and indemnification amounts to which any of the Delaware Trustee, the Credit Risk Manager, the Co-Trustee and/or the Custodians are entitled to receive pursuant to the terms of the Operative Agreements.

Extraordinary Trust Expense Cap: With respect to any calendar year and the Group I Mortgage Loans and the Group II Mortgage Loans, $225,000 and $25,000, respectively; provided, however, the Extraordinary Trust Expense Cap for the Group I Mortgage Loans and Group II Mortgage Loans will increase to $675,000 and $75,000, respectively, upon the occurrence of a Servicer Event of Default under the Servicing Agreement.

Fannie Mae: Federal National Mortgage Association and any successor thereto.

FHA: The Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA regulations.

FHA Terminated Mortgage Loan: Any Mortgage Loan where FHAIHUD disavows the insurance coverage on such Mortgage Loan.

Final Scheduled Distribution Date: With respect to each Class of Certificates, the Distribution Date occurring in June 2061.

Foreclosure Sale Date: The date on which the Issuer acquires any RE0 Property pursuant to foreclosure or any other method of conversion of ownership with respect to the related Mortgage Loan.

Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.

Group I Certificates: The Class A-l Certificates and Class RV-I Certificates.

Group I Guaranteed Amount: With respect to each Distribution Date and each Group I Mortgage Loan, the sum of (1) following each Foreclosure Sale Date which occurs during the related Collection Period, an amount equal to the Stated Principal Balance of the related Group I Mortgage Loan as of the Foreclosure Sale Date, (2) with respect to each Group I Mortgage Loan that is othetwise liquidated for less than the Stated Principal Balance thereof prior to the related Foreclosure Sale Date and during the related Collection Period, the Stated Principal Balance of the related Group I Mortgage Loan immediately prior to the time of such liquidation, (3) with respect to each Assigned Mortgage Loan in Loan Group I for which the related FHA insurance proceeds were received during the related Collection Period, the Stated Principal Balance thereof at the time of receipt of the related FHA insurance proceeds and (4) with respect to the Class A-l Certificates only, the aggregate amount of Prepayment Interest Shortfalls allocated to such Certificates.

Group I Mortgage Loans: The group of Mortgage Loans identified in the Mortgage Loan Schedule as "Group I Mortgage Loans", including in each case any Mortgage Loans delivered in replacement thereof.

Group I Realized Loss Amount: As defined in Section 3.1 7(a) hereof.

Group I Seller Funded Expense Amount: With respect to each Distribution Date and Loan Group I, the amount, if any, by which the amount of the related Custodial Fees, Co-Trustee Fee, Credit Risk Manager Fee and Extraordinary Trust Expenses payable to the Delaware Trustee, the Custodians, the Co-Trustee and the Credit Risk Manager pursuant to Section 3.1 5(a)(i) exceeds the Available Distribution Amount (taking into account clauses (i) and (iv) of the definition thereof only) for Loan Group I for such Distribution Date.

Group I Seller Funded Expenses: With respect to Loan Group I and each Distribution Date, the aggregate of any Group I Seller Funded Expense Amounts paid by the Seller on or prior to such Distribution Date, to the extent not previously reimbursed to the Seller pursuant to Section 3.15(a)(iii).

Group II Certificates: The Class A-ll Certificates and Class RV-II Certificates.

Group II Guaranteed Amount: With respect to each Distribution Date and each Group II Mortgage Loan, the sum of (1) following each Foreclosure Sale Date which occurs during the related Collection Period, an amount equal to the Stated Principal Balance of the related Group II Mortgage Loan as of the Foreclosure Sale Date, (2) with respect to each Group II Mortgage Loan that is otherwise liquidated for less than the Stated Principal Balance thereof prior to the related Foreclosure Sale Date and during the related Collection Period, the Stated Principal Balance of the related Group II Mortgage Loan immediately prior to the time of such liquidation, (3) with respect to each Assigned Mortgage Loan in Loan Group II for which the related FHA insurance proceeds were received during the related Collection Period, the Stated Principal Balance thereof at the time of receipt of the related FHA insurance proceeds and (4) with respect to the Class A-ll Certificates only, the aggregate amount of Prepayment Interest Shortfalls allocated to such Certificates.

Group II Mortgage Loans: The group of Mortgage Loans identified in the Mortgage Loan Schedule as "Group II Mortgage Loans", including in each case any Mortgage Loans delivered in replacement thereof.

Group II Realized Loss Amount: As defined in Section 3.17(b).

Group II Seller Funded Expense Amount: With respect to each Distribution Date and Loan Group II, the amount, if any, by which the amount of the related Custodial Fees, Co-Trustee Fee, Credit Risk Manager Fee and Extraordinary Trust Expenses payable to the Delaware Trustee, the Custodians, the Co-Trustee and the Credit Risk Manager pursuant to Section 3.1 5(b)(i) exceeds the Available Distribution Amount (taking into account clauses (i) and (iv) of the definition thereof only) for Loan Group II for such Distribution Date.

Group II Seller Funded Expenses: With respect to Loan Group II and each Distribution Date, the aggregate of any Group II Seller Funded Expense Amounts paid by the Seller on or prior to such Distribution Date, to the extent not previously reimbursed to the Seller pursuant to Section 3.15(b)(iii).

Guaranty Fee: With respect to any Distribution Date and Loan Group I, the product of (i) one- twelfth of the Guaranty Fee Rate and (ii) the aggregate Stated Principal Balance of the Group I Mortgage

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Loans as of the beginning of the related Collection Period; provided that if a Guarantor Event of Default pursuant to clause (a) of the definition thereof has occurred in respect of Loan Group I and has not been cured as of such Distribution Date, the Guaranty Fee shall be $0 for such Distribution Date. With respect to any Distribution Date and Loan Group II, the product of (i) one-twelfth of the Guaranty Fee Rate and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Collection Period; provided that if a Guarantor Event of Default pursuant to clause (a) of the definition thereof has occurred in respect of Loan Group II and has not been cured as of such Distribution Date, the Guaranty Fee shall be $0 for such Distribution Date.

Guaranteed Amount: A Group I Guaranteed Amount or Group II Guaranteed Amount, as applicable.

Guaranty Fee Rate: A rate equal to 0.16% per annum.

Guarantor: Fannie Mae.

Guarantor Event of Default: Any of the following:

(a) any failure by the Guarantor to make payments under the Guaranty, which continues uncured for a period of fifteen days after receipt by the Guarantor and the Co-Trustee of written notice from Certificateholders representing at least 5% of the outstanding Certificate Principal Balance of the Certificates of the failure and a demand that it be cured;

(b) any failure by the Guarantor to perform in any material respect any other covenant made by the Guarantor in the Operative Agreements that continues unremedied for a period of 60 days after receipt by the Guarantor of written notice from Certificateholders representing at least 25% of the outstanding Certificate Principal Balance of the Certificates of such failure and a demand that it be cured;

. (cj a decree or order of a court, agency or supervisory authority hav'ing jurisdiction in the premises for the appointment of a conservator, 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, has been entered against the Guarantor and such decree or order has remained in force undischarged or unstayed for a period of 60 days;

(d) the Guarantor consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling'of assets and liabilities or similar proceedings relating to the Guarantor or to all or substantially all of its property; or

(e) the Guarantor admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.

Guaranty: The Guarantor's full and unconditional guarantee to pay Guaranteed Amounts in respect of the Certificates in accordance with the terms thereof.

Holder or Certificateholder: The registered holder of a Certificate as recorded on the books of the Certificate Registrar.

HUD: The United States Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to FHA

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mortgage insurance. The term "HUD," for purposes of this Trust Agreement, is also deemed to include subdivisions thereof such as the FHA and Government National Mortgage Association.

HUD Handbook: The regulations promulgated by HUD under the National Housing Act, codified in Title 24 of the Code of Federal Regulations, and other HUD issuances relating to HECM Loans, including, but not limited to, the HUD Home Equity Conversion Mortgage Handbook 4235.1 REVUI and any subsequent revisions thereto and any other handbook or mortgagee letters, circulars, notices or other issuances issued by HUD applicable to reverse mortgage loans, as amended, modified, updated or supplemented from time to time.

Indemnified Parties: As defined in Section 4.12(a) hereof.

Independent: When used with respect to any specified Person, that such Person (a) is in fact independent of the Issuer, the Seller, the Depositor and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller, the Depositor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, the Seller, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

lndependent Certificate: A certificate or opinion to be delivered to the Co-Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of this Trust Agreement, made by an lndependent appraiser, and such opinion or certificate shall state that the signer has read the definition of lndependent in this Trust Agreement and that the signer is lndependent within the meaning thereof.

Index: With respect to any Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating interest thereon.

Initial Trust Agreement: The Trust Agreement, dated as of March 1, 201 1, among the Depositor, the Co-Trustee and the Delaware Trustee, as amended and restated in its entirety by this Trust Agreement.

Initial Trust Estate: As defined in Section 2.05 hereof.

Information Memorandum: The information .memorandum dated as of May 27, 201 1 relating to the Certificates.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of any FHA mortgage insurance or guarantee, title policy, hazard policy or other insurance policy covering a Mortgage Loan, if any, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account in accordance with the requirements of the HUD Handbook and the terms of the related Mortgage Note.

Issuer or Trust: Mortgage Equity Conversion Asset Trust 201 1-1, a Delaware statutory trust, or its successor in interest.

Line of Credit Advance: A payment to a Mortgagor of a requested draw amount which is added to the Stated Principal Balance of the related Mortgage Loan pursuant to the terms of the Mortgagor's Mortgage Loan.

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Liquidation Proceeds: Cash received in connection with the liquidation of a due and payable Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.

Liquidity Amount: With respect to the Class RV-I Certificates, commencing with the Liquidity Amount and Reimbursement Amount Distribution Date occurring in June 201 1 and with respect to each Group I Mortgage Loan which is a Liquidity Eligible Loan, the aggregate amount of Principal Advances made by the Servicer during the immediately preceding Collection Period with respect to the Group I Mortgage Loans. With respect to the Class RV-II Certificates, commencing with the Liquidity Amount and Reimbursement Amount Distribution Date occurring in June 2011 and with respect to each Group II Mortgage Loan which is a Liquidity Eligible Loan, the aggregate amount of Principal Advances made by the Servicer during the immediately preceding Collection Period with respect to the Group II Mortgage Loans.

Liquidity Amount and Reimbursement Amount Distribution Date: The tenth (loth) Business Day of each calendar month, commencing in June 201 1.

Liquidity Amount and Reimbursement Amount Report: The report, substantially in the form attached hereto as Exhibit I, delivered by the Co-Trustee to the Holders of each Class of Class RV Certificates, the Guarantor and the Seller setting forth the following amounts, each of which shall be payable by the Holder of the Class RV-I Certificates or the Class RV-II Certificates, the Guarantor or the Seller, as applicable, on the following Liquidity Amount and ~eimbursement Amount Distribution Date: (i) the aggregate Liquidity Amount payable by the Holder of each of the Class RV-I Certificates or Class RV- II Certificates, (ii) the Servicer Uncapitalized Servicing Advance Reimbursement Amount payable by the Guarantor, (iii) the RE0 Manager Reimbursement Amount payable by the Guarantor, (iv) the RE0 Manager Review Fees payable by the Guarantor and (v) the Servicer lntere~st and the Seller Interest, in each case, for the prior Collection Period and the amount payable by either the Servicer or the Seller to the other, as applicable, under the Servicing Agreement.

Liquidity Amount and Reimbursement Amount Reporting Date: The eighth (8'" Business Day of each calendar month, commencing in June 201 1.

Liquidity Eligible Loan: Any Mortgage Loan prior to the date on which (i) the Guarantor paid a Guaranteed Amount equal to the Stated Principal Balance thereof following the related Foreclosure Sale Date, (ii) such Mortgage Loan is liquidated for less than the Stated Principal Balance thereof prior to the related Foreclosure Sale Date or (iii) such Mortgage Loan becomes an Assigned Mortgage Loan.

Loan Collections: As defined in Section 3.04(c) of the Servicing Agreement.

Loan Group: Either of Loan Group I or Loan Group II.

Loan Group I: The Group I Mortgage Loans.

Loan Group II: The Group II Mortgage Loans.

Material Adverse Effect: As defined in the Mortgage Loan Purchase Agreement.

Maturity Event: The occurrence of any of the following: (i) all of a Mortgagor's title in the related Mortgaged Property is sold or otherwise transferred and no other Mortgagor retains title to such

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Mortgaged Property as provided in the related Mortgage Note, (ii) the Mortgagor has died and the related Mortgaged Property is not the principal residence of at least one surviving Mortgagor, (iii) the related Mortgaged Property ceases to be the principal residence of the Mortgagor for reasons other than death and the related Mortgaged Property is not the principal residence of at least one other Mortgagor, subject to HUD approval, (iv) for a period of longer than twelve (12) consecutive months, the Mortgagor fails to occupy the Mortgaged Property because of physical or mental illness and such Mortgaged Property is not the principal residence of at least one other Mortgagor, subject to HUD approval or (v) a Mortgagor has defaulted under the related Mortgage, subject to HUD approval.

Maximum Claim Amount: With respect to each Mortgage Loan, the lesser of (i) the appraised value of the Mortgaged Property, as determined by the appraisal used in underwriting the Mortgage Loan and (ii) the national mortgage limit for a one family residence under Section 305(a)(2) of the Federal Home Loan Mortgage Corporation Act (as adjusted where applicable under Section 214 of the National Housing Act) as of the date of the Mortgage Loan closing. Closing costs shall not be taken into account in determining the appraised value in clause (i) above.

Maximum Mortgage Rate: The percentage set forth in the related Mortgage Note as the maximum Mortgage Interest Rate thereunder.

Monthly Remittance Date: The loth Business Day of each month, commencing in June 201 1.

Monthly Servicing Report: The report provided by the Servicer to the Co-Trustee pursuant to the Servicing Agreement.

Moody's: Moody's Investors Service, Inc.

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

Mortgage File: The items pertaining to a particular Mortgage Loan consisting of the Mortgage Loan Documents, and any additional documents required to be added to the Mortgage File pursuant to the Mortgage Loan Purchase Agreement.

Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note in accordance with the provisions of the Mortgage Note.

Mortgage Loan: A Mortgage or other evidences of indebtedness secured by the related Mortgaged Property, which is conveyed, transferred, sold, assigned to or deposited with the Co-Trustee on behalf of the Issuer pursuant to this Trust Agreement, each such Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time.

Mortgage Loan Documents: As defined in the Mortgage Loan Purchase Agreement.

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of the Closing Date, between the Seller and the Depositor, and all amendments and supplements thereto, in the form attached hereto as Exhibit F.

Mortgage Loan Schedule: The schedule of Mortgage Loans substantially in the form attached as Schedule I hereto (and delivered in electronic format to the Issuer, the Guarantor, the Credit Risk

Manager and the Co-Trustee), such schedule setting forth the following information with respect to each Mortgage Loan:

(i) the Seller's Mortgage Loan number;

(ii) the Stated Principal Balance of the Mortgage Loan as of the Cut-off Date ;

(iii) the Mortgage lnterest Rate as of the Cut-off Date;

(iv) the Gross Margin;

(v) the Index;

(vi) the Loan Group;

(vii) the Mortgage lnterest Rate adjustment frequency;

(viii) the Maximum lnterest Rate;

(ix) the Maximum Claim Amount;

(x) the state and zip code of the Mortgaged Property;

(xi) a code indicating the payment status of the Mortgage Loan (e.g., default);

(xii) the payment option; and

(xiii) the Servicing Fee.

Mortgage ~ o t e : The original executed note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan.

Mortgaged Property: The real property, including any improvements, securing repayment of the debt evidenced by a Mortgage Note.

Mortgagor: The obligor on a Mortgage Note.

Negative Amortization Balance Increase: With respect to each Class of Certificates and any Distribution Date, an amount, to be added to the Certificate Principal Balance of such Class of Certificates following each Distribution Date, equal to the excess, if any, of (i) the Accrued Certificate lnterest for such Class of Certificates for such Distribution Date, over (ii) interest paid to such Certificate on such Distribution Date pursuant to Section 3.1 5(a) and Section 3.1 5(b), as applicable.

Net Mortgage Rate: With respect to each Mortgage Loan, the Mortgage lnterest Rate thereon less the sum of (i) the related Expense Fee Margin, (ii) the related Administrative Fee Rate and (iii) the Guaranty Fee Rate.

Net Principal Limit: With respect to each Mortgage Loan at origination, the maximum amount of payments that a Mortgagor is permitted to receive after the origination of such Mortgage Loan, as calculated by subtracting from the Principal Limit all payments that have been made to or on behalf of the

related Mortgagor at origination, such as payments to FHA, closing costs, Servicing Fees and any other cash payments to the related Mortgagor, and any funds initially subtracted from the Principal Limit for monthly Servicing Fees, payments to FHA, repairs, property taxes andlor insurance.

Non-United States Person: Any Person other than a United States Person.

Occupancy Default: Any Mortgage Loan where the Servicer does not believe the related Mortgagor has been occupying the property in accordance with the terms of such Mortgage Loan.

Officer's Certificate: (a) With respect to the Depositor, a certificate signed by two Authorized Officers of the Depositor, (b) with respect to the Co-Trustee or the Delaware Trustee, a certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President, any Assistant Vice President or other Authorized Officer of the Co-Trustee or the Delaware Trustee, as applicable, (c) with respect to the Servicer or RE0 Manager, a certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President or any other duly authorized officers or agents of to the Servicer or RE0 Manager, as applicable, or (d) with respect to the Issuer, a certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President, any Assistant Vice President or other Authorized Officer of the Co-Trustee on behalf of the Issuer.

Operative Agreements: This Trust Agreement, the Mortgage Loan Purchase Agreement, the Servicing Agreement, the Certificate of Trust, the Certificates, the Custodial Agreements, the Credit Risk Management Agreement, and each other document contemplated by any of the foregoing to which the Guarantor, the Seller, the Depositor, the Delaware Trustee, the Servicer, the Co-Trustee, the RE0 Manager, any Custodian, the Credit Risk Manager or the Issuer is a party.

Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and substance to the Co-Trustee, the Depositor or the Issuer, as applicable, who may be in-house or outside counsel but which must be Independent outside counsel with respect to any such opinion of counsel concerning federal income tax matters.

Original Certificate Principal Balance: With respect to the Class A-l Certificates, $8,755,528,440. With respect to the Class A-ll Certificates, $468,283,173. With respect to the Class RV-I Certificates, $30,000,000. With respect to the Class RV-II Certificates, $2,000,000.

Outstanding: As of the date of determination, all Certificates theretofore authenticated and delivered hereunder except:

(i) Certificates theretofore cancelled by the Co-Trustee or delivered to the Co-Trustee for cancellation;

(ii) Certificates the payment for which money in the necessary amount has been theretofore deposited with the Co-Trustee in trust for the Holders of the Certificates (provided, however, that if such Certificates are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement or provision for such notice has been made, satisfactory to the Co-Trustee); and

(iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Trust Agreement unless proof satisfactory to the Co-Trustee is presented that any such Certificates are held by a bona fide purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Balance of the Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Operative Agreement, Certificates owned by the Depositor or any Affiliate of the Depositor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Co-Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates that a Responsible Officer of the Co-Trustee actually knows to be so owned shall be so disregarded (unless such action requires the consent, waiver, request or demand of 100% of the Outstanding Balance and 100% of the Outstanding Balance is registered in the name of one or more of the foregoing entities). Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Co-Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Issuer, the Depositor, the Delaware Trustee, the Co-Trustee, the Servicer or any Affiliate of any of the foregoing Persons.

Outstanding Balance: With respect to the Certificates and any date of determination, the Certificate Principal Balance that is Outstanding as of such date.

Percentage Interest: With respect to a Class of Class A Certificates, the percentage obtained by dividing the Certificate Principal Balance of such Class of Certificates by the aggregate of the Certificate Principal Balances of all Classes of such Certificates. With respect to each Class of Class RV Certificates, the percentage interest indicated on the face of such Class of Certificates.

Permitted Transferee: Any transferee of a Class RV Certificate who satisfies the Ratings Requirement other than (i) a Disqualified Organization, (ii) a "United States person" as defined in Section 7701(a)(30) of the Code with respect to whom income from such Class RV Certificate is attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of either such person or any other United States person, (iii) an "electing large partnership" within the meaning of Section 775 of the Code, (iv) a Non-United States Person, unless (a) the Non-United States Person holds a Class RV Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Co-Trustee 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 (b) the Non-United States Person that has delivered to the transferor and the Co-Trustee an Opinion of Counsel to the effect that the transfer of such Class RV Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Class RV Certificate will not be disregarded for federal income tax purposes and (v) any other person so designated by the Co-Trustee based upon an Opinion of Counsel of nationally recognized United States federal income tax counsel that the transfer of a Class RV Certificate to such person may cause any REMlC to fail to qualify as a REMlC or cause any REMlC or any person having an ownership interest in a Class RV Certificate to incur a liability for any federal tax imposed under the Code that would not be imposed other than on account of such transfer.

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 arrangements which is subject to Title I of The Employee Retirement Income Security Act of 1974, as amended, and/or Section 4975 of the Code.

Post-Payment Proceeds: With respect to each Mortgage Loan for which the Guarantor has paid a Guaranteed Amount equal to the Stated Principal Balance of the related Mortgage Loan in connection with a Foreclosure Sale Date, or prior to any Foreclosure Sale Date if such Mortgage Loan is liquidated for less than the Stated Principal Balance thereof, or with respect to any Assigned Mortgage Loan, all amounts subsequently received with respect to such Mortgage Loan, including any FHA insurance proceeds and any related debenture interest.

Prepayment Interest Shortfall: With respect to any Distribution Date and the related Collection Period, for each Mortgage Loan for which payments in respect of principal were received during the related Collection Period (other than in connection with a repurchase of such Mortgage Loan by the Seller), interest at the related Mortgage lnterest Rate from the date of such payment to the end of the related Collection Period.

Principal Advances: Any Scheduled Principal Advance or Unscheduled Principal Advance.

Principal Limit: With respect to each Mortgage Loan, the amount set forth as the principal limit on the related Mortgage Loan Schedule, which amount shall increase on a monthly basis as provided in the HUD Handbook.

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its maturity date.

Ratings Requirement: The requirements that each holder of the Class RV-I Certificates and Class RV-II Certificates maintain (i) a short-term unsecured debt rating by S&P of at least "A-I" or (ii) a short-term unsecured debt rating by ~ o o d ~ ' s of at least "P-I".

Realized Loss: With respect to each Mortgage Loan which is liquidated (either prior to the related Foreclosure Sale Date or as an RE0 Property) or is an Assigned Mortgage Loan, and for which no payment is made by the Guarantor with respect to the Guaranty, the amount, if any by which the Stated Principal Balance of such Mortgage Loan exceeds the sum of (i) the proceeds from the sale or liquidation of the related Mortgaged Property and (ii) the claim proceeds paid by the FHA. The determination of the amount of a Realized Loss shall be made by the Servicer after the Servicer believes that all expected amounts with respect to the related Mortgage Loan have been received.

Realized Loss Amount: Any Group I Realized Loss Amount and Group II Realized Loss Amount, as applicable.

ReconTrust Custodial Agreement: The Custodial Agreement, dated as of the Closing Date, by and among the Servicer, the Issuer, the Co-Trustee, the RE0 Manager and ReconTrust Company, N.A., as custodian.

Record Date: With respect to each Class of Certificates and each Distribution Date, the last Business Day of the month preceding such Distribution Date (or the Closing Date in the case of the first Distribution Date).

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

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REMIC: A "real estate mortgage investment conduit" within the meaning of Section 8600 of the Code.

REMIC I: The segregated pool of assets subject hereto and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) such Group I Mortgage Loans as from time to time are subject to this Trust Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any RE0 Property, together with all collections thereon and proceeds thereof, which is attributable to the Group I Mortgage Loans, (iii) the Co- Trustee's rights with respect to the Group I Mortgage Loans under all insurance policies, required to be maintained pursuant to this Trust Agreement and any proceeds thereof, (iv) the Depositor's rights under the Mortgage Loan Purchase Agreements (including any security interest created thereby) which are attributable to the Group I Mortgage Loans, and (v) the Collection Account, the Certificate Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto, in each case, to the extent attributable to the Group I Mortgage Loans.

REMIC II: The segregated pool of assets subject hereto and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) such Group II Mortgage Loans as from time to time are subject to this Trust Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any RE0 Property, together with all collections thereon and proceeds thereof, which is attributable to the Group II Mortgage Loans, (iii) the Co-Trustee's rights with respect to the Group II Mortgage Loans under all insurance policies, required to be maintained pursuant to this Trust Agreement and any proceeds thereof, (iv) the Depositor's rights under the Mortgage Loan Purchase Agreements (including any security interest created thereby) which are attributable to the Group II Mortgage Loans, and (v) the Collection Account, the Certificate Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto, in each case, to the extent attributable to the Group II Mortgage Loans.

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 Subchapter M of Chapter 1, Subtitle A 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.

Repair Default: Any Mortgage Loan where the related Mortgagor did not complete repairs to the related Mortgaged Property specified at the time of origination of such Mortgage Loan.

Repurchase Request: With respect to any Mortgage Loan, any written request or demand that the Mortgage Loan be repurchased or replaced by the Seller due to a breach of a representation or warranty.

Repurchase Activity: With respect to any Mortgage Loan and any specified time period, (a) any repurchase or replacement of the Mortgage Loan by the Seller, (b) any Repurchase Request being made, (c) any dispute by the Seller relating to any Repurchase Request, (d) any withdrawal of any Repurchase Request, (e) any rejection by the Seller of any Repurchase Request or (f) the existence of any Mortgage Loan the repurchase or replacement of which is pending.

Repurchase Price: As defined in the Mortgage Loan Purchase Agreement.

RE0 Disposition Proceeds: As defined in the Servicing Agreement.

RE0 Manager: Reverse Mortgage Solutions, Inc., or any successor in interest.

RE0 Manager Advances: All customary, reasonable and necessary out of pocket costs and expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the RE0 Manager of its obligations under the Servicing Agreement, including, but not limited to, costs and expenses related to (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of any RE0 Property, (d) taxes, assessments, water rates, sewer rents and other charges which are or may become a lien upon the Mortgaged Property, and fire and hazard insurance coverage, (e) physical inspection of the Mortgaged Property in accordance with applicable FHA regulations, and (f) other amounts incurred by the RE0 Manager and permitted to be charged to the Mortgagor, such as Change Fees.

RE0 Manager Fee: As defined in the Servicing Agreement.

RE0 Manager Reimbursement Amount: With respect to each Liquidity Amount and Reimbursement Amount Distribution Date, the aggregate of all RE0 Manager Advances and RE0 Manager Fees incurred by the RE0 Manager during the prior Collection Period, and not paid or reimbursed from Loan Collections received by the RE0 Manager, in accordance with the Servicing Agreement.

RE0 Manager Review Fees: With respect to each Liquidity Amount and Reimbursement Amount Distribution Date, the aggregate of all HUD claim review fees incurred by the RE0 Manager during the prior Collection Period.

RE0 Property: A Mortgaged Property acquired by the Servicer on behalf of the Issuer through foreclosure or deed-in-lieu of foreclosure or other similar conversion of ownership of a Mortgage Loan, as described in the Servicing Agreement.

Reuters Screen LlBOROl Page: The display page currently so designated on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

Responsible Officer: With respect to the Co-Trustee, any Managing Director, Director, Vice President, any Assistant Vice President, any Assistant Secretary, any Assistant Treasurer, any Associate or any other officer of the Co-Trustee customarily performing functions similar to those performed by any of the above-designated officers and, in each case, having direct responsibility for the administration of the Operative Agreements and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. With respect to the Delaware Trustee, any officer of the Delaware Trustee with direct responsibility for the administration of the Trust and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of, and familiarity with, the particular subject.

Rule 15Ga01: Rule 15Ga-1 as promulgated under the Securities Exchange Act of 1934, as amended.

S&P: Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business.

Scheduled Principal Advance: With respect to any Mortgage Loan, (1) any scheduled monthly payment to the Mortgagor under any Mortgage Loan that is a term or tenure loan or any term or tenure portion of any Mortgage Loan that is a modified term or modified tenure loan, (2) all required mortgage insurance premium payments to HUD, (3) any related Servicing Fees incurred, and (4) any Capitalized Servicing Advances.

Secretary of State: As defined in Section 2.06 hereof.

Securities Act: The Securities Act of 1933, as amended.

Seller: Fannie Mae, or any successor in interest.

Seller Interest: As defined in the Servicing Agreement.

Servicer: BAC Home Loans Servicing, LP or its successors in interest or assigns. Any "Servicer" for the Trust shall be approved HUD Title II Non-Supervised Mortgagee.

Servicer Event of Default: The occurrence of one of the "Events of Default" with respect to the Servicer as set forth in the Servicing Agreement.

Servicer Interest: As defined in the Servicing Agreement.

Servicer Uncapitalized Servicing Advance Reimbursement Amount: With respect to each Liquidity Amount and Reimbursement Amount Distribution Date, the aggregate amount of Uncapitalized Servicing Advances incurred by the Servicer during the prior Collection Period.

Servicing Advances: All customary, reasonable and necessary out of pocket costs and expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, costs and expenses related to (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of any RE0 Property, (d) taxes, assessments, water rates, sewer rents and other charges which are or may become a lien upon the Mortgaged Property, and fire and hazard insurance coverage, (e) physical inspection of the Mortgaged Property in accordance with applicable FHA regulations; (f) compliance with the obligations under Section 3.07 of the Servicing Agreement, and (g) other amounts incurred by the Servicer and permitted to be charged to the Mortgagor, such as Change Fees.

Servicing Agreement: The Servicing Agreement, dated as of May 1, 201 1, among the Issuer, the Co-Trustee, the Servicer, the Guarantor, the Seller and the RE0 Manager.

Servicing Fee: With respect to each Mortgage Loan, the amount set forth in the Mortgage Loan Schedule, which shall not exceed thirty-five dollars ($35.00) per Mortgage Loan for any portion. of a calendar month .

Startup Day: As defined in Section 9.02(b) hereof.

Stated Principal Balance: With respect to each Mortgage Loan (including any related RE0 Property), the principal balance of such Mortgage Loan as of the Cut-off Date as stated in the Mortgage Loan Schedule, plus the sum of (i) the aggregate amount of Principal Advances made by the Servicer with respect to such Mortgage Loan and (ii) interest accrued on such Mortgage Loan at the related

21

Mortgage Interest Rate, less all amounts in respect of principal previously paid by the related Mortgagor or by HUD with respect to such Mortgage Loan. Notwithstanding the foregoing, if with respect to any Mortgage Loan for which the Guarantor makes a payment of an amount equal to the Stated Principal Balance thereof as part of the Guarantor's payment of the related Guaranteed Amount, following a Foreclosure Sale Date, prior to any Foreclosure Sale Date if such Mortgage Loan has been liquidated for less than the Stated Principal Balance thereof, or with respect to any Assigned Mortgage Loan, the Stated Principal Balance of such Mortgage Loan thereafter shall be equal to zero. The Servicer shall be responsible for calculating the Stated Principal Balance of each Mortgage Loan.

Statutory Trust Statute: As defined in Section 2.06 hereof.

T&l Default: Any Mortgage Loan where the related Mortgagor is not current on its property taxes and/or hazard insurance premiums.

Tax Losses: As defined in Section 9.04 hereof.

Tax Matters Person: As defined in Section 9.02(e) hereof.

Transferor Certificate: As defined in Section 3.05(f) hereof.

Transferee Certificate: As defined in Section 3.05(f) hereof.

Trust Estate: As defined in Section 2.05 hereof.

Trust REMIC: Each of the REMlCs created hereunder.

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

Uncapitalized Servicing Advance: As defined in the Servicing Agreement.

United States Person: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations); provided that, for purposes solely of the restrictions on the transfer of the Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate whose income is subject to United States federal income tax regardless of its source, or 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 Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 19, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence. The term "United States" shall have the meaning set forth in Section 7701 of the Code.

Unscheduled Principal Advance: With respect to each Mortgage Loan, any Line of Credit Advances, Change Fees, payments of repair costs set aside in the related Mortgage Note, payments of any other amounts provided for in the related Mortgage Note or Mortgage and any Appraisal fees, in each

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case paid by the Servicer; all to the extent required or permitted by the terms of the related Mortgage Note and/or Mortgage to be added to the Stated Principal Balance of such Mortgage Loan.

U.S. Bank Custodial Agreement: The Custodial Agreement, dated as of the Closing Date, by and among the Servicer, the Issuer, the Co-Trustee, the RE0 Manager and U.S. Bank National Association, as custodian.

Section 1.02 Other Definitional Provisions.

(a) All terms defined in this Trust Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used in this Trust Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Trust Agreement or in any such certificate or other document, and accounting terms partly defined in this Trust Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Trust Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Trust Agreement or in any such certificate or other document shall control.

(c) The words "hereof," "herein," "hereunder" and words of similar import when used in this Trust Agreement shall refer to this Trust Agreement as a whole and not to any particular provision of this Trust Agreement; Article, Section and Exhibit references contained in this Trust Agreement are references to Articles, Sections and Exhibits in or to this Trust Agreement unless otherwise specified; and the term "including" shall mean "including without limitation".

(d) The definitions contained in this Trust Agreement are applicable to the singular as well as the plural forms' of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II

ORGANIZATION

Section 2.01 Name. The trust created by the Initial Trust Agreement and continued hereby shall be known as "Mortgage Equity Conversion Asset Trust 201 1-I", in which name the Delaware Trustee and the Co-Trustee shall have power and authority and are hereby authorized and empowered to and may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

Section 2.02 Office. The office of the Trust shall be in care of the Delaware Trustee at its Corporate Trust Office or at such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Certificateholders and the Depositor.

Section 2.03 Pur~oses and Powers. The purpose of the Trust is to engage in the following activities and the Trust shall have the power and authority and is hereby authorized and empowered, and the Delaware Trustee and the Co-Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust:

(i) to execute, issue and deliver the Certificates pursuant to this Trust Agreement and to sell the Certificates;

(ii) to pay the organizational, start-up and transactional expenses of the Trust;

(iii) to acquire, hold, manage and dispose of the Initial Trust Estate and the Trust Estate:

(iv) to enter into, deliver and perform its obligations under this Trust Agreement and the other Operative Agreements to which it is a party;

(v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith;

(vi) to cooperate with the Seller, the Servicer and the RE0 Manager in connection with the removal of Mortgage Loans from the Trust Estate in accordance with this Trust Agreement, provided that any such removal shall be in accordance with (1) Sections 203.430 through 203.435 of Title 24 of the Code of Federal Regulations and (2) any and all laws, rules, regulations and policies applicable to FHA reverse mortgage loans; and

(vii) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders.

The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Operative Agreements.

Section 2.04 ADDointment of Delaware Trustee and Co-Trustee. The Depositor hereby appoints the Delaware Trustee and Co-Trustee as trustees of the Trust effective as of the date hereof, to

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have all the rights, powers and duties set forth herein and, to the extent not inconsistent herewith, under the Statutory Trust Statute.

Section 2.05 Ca~i ta l Contribution of lnitial Trust Estate: Future Convevance of Trust Estate. As of March 1, 201 1, the Depositor sold, assigned, transferred, conveyed and set over to the Trust the sum of $1 (the "Initial Trust Estate"). The Delaware Trustee and the Co-Trustee hereby acknowledge receipt in trust from the Depositor, as of such date, of the foregoing contribution, which shall constitute the initial corpus of the Trust and shall be deposited in the Certificate Account. The Co-Trustee also acknowledges on behalf of the Trust the receipt in trust of the Mortgage Loans pursuant to Section 3.01 and the rights with respect to the representations and warranties made by the Seller under the Mortgage Loan Purchase Agreement, which together with the Certificate Account and all other assets of the Trust from time to time shall constitute the trust estate (the "Trust Estate").

Section 2.06 Declaration of Trust. The Co-Trustee hereby declares that to the extent it holds any portion of the Trust Estate, it shall hold such portion of the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under this Trust Agreement. It is the intention of the parties hereto that the Trust constitute a "statutory trust" under the Delaware Statutory Trust Act, 12 Del. Code 5 3801, et. seq. (the "Statutory Trust Statute") and that this Trust Agreement constitute the governing instrument of such statutory trust. The Delaware Trustee and the Co-Trustee are authorized to execute and file and have so executed and filed, pursuant to Section 3810 of the Statutory Trust Statute, the Certificate of Trust with the Secretary of State of the State of Delaware (the "Secretary of State") in substantially the form attached hereto as Exhibit B and such action is hereby ratified by the parties hereto.

Section 2.07 Acknowledaement of Co-Trustee Reaardina Mortaaae Loans: Review of Documentation for Mortaaae Loans .

(a) The Co-Trustee, on behalf of the Trust, hereby acknowledges the conveyance of the Mortgage Loans to the Co-Trustee on behalf of the Trust by the Depositor pursuant to Section 3.01 as of the Closing Date.

(b) The Co-Trustee, by execution and delivery hereof and the below-referenced delivery to the Co-Trustee of the related Certification and related Exception Report from each Custodian, acknowledges receipt by it (or by the Custodians on its behalf) of the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to the exceptions set forth on the related Exception Report. Each Custodian, on behalf of the Co-Trustee, will execute and deliver to the Co-Trustee, the Seller, the Guarantor and the Depositor a Certification and Exception Report on the Closing Date in the forms required by the related Custodial Agreement.

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

(d) Upon execution of this Trust Agreement, the Depositor hereby delivers to the Co-Trustee and the Co-Trustee acknowledges receipt of the Mortgage Loan Purchase Agreement.

Section 2.08 Title to Trust Pro~ertv. Legal title to the Trust Estate and all assets of the Trust, other than the Mortgage Loans, shall be vested in the Trust. Legal title to the Mortgage Loans shall be vested in the Co-Trustee on behalf of the Trust, the Co-Trustee shall be the mortgagee of record for the

Mortgage Loans, and pursuant to Section 3805(f) of the Statutory Trust Statute such property shall be the property of the Trust. To the extent that applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, title to such part of the Trust Estate shall be deemed to be vested in the Co-Trustee, a co-trustee or a separate trustee, as the case may be.

Section 2.09 Situs of Trust. The Trust will be located in the State of Delaware. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Co-Trustee or Delaware Trustee from having employees within or without the State of Delaware or taking actions outside the State of Delaware. Payments will be received by the Trust only in Delaware or Minnesota, and payments will be made by the Trust only from Delaware or Minnesota. The only office of the Trust will be at the Corporate Trust Office in Delaware.

Section 2.10 Re~resentations and Warranties of the De~ositor. The Depositor hereby represents and warrants to the Delaware Trustee, the Seller, the Guarantor and the Co-Trustee, for the benefit of the Certificateholders, that:

(i) The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own its assets and conduct its business as presently being conducted and to execute and deliver this Trust Agreement and any other Operative Agreement to which it is a party and perform its obligations hereunder in accordance herewith and therewith;

(ii) The Depositor is not in violation of its formation documents or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;

(iii) The Depositor has the power and authority to execute and deliver this Trust Agreement and any other Operative Agreement to which it is a party and to carry out its terms; the Depositor has full power and authority to convey and assign the property to be conveyed and assigned to and deposited with the Trust as part of the Trust Estate and the Depositor has duly authorized such conveyance and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Trust Agreement and any other Operative Agreement to which it is a party have been duly authorized by the Depositor by all necessary corporate action;

(iv) The consummation of the transactions contemplated by this Trust Agreement and the other Operative Agreements and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Operative Agreements); nor violate any law or, to the best of the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal

or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties; and

(v) Neither the Depositor nor the Trust is required to register as an investment company under the lnvestment Company Act and neither is under the control of a Person required to so register.

Section 2.1 1 lnvestment Com~anv. Neither the Depositor nor any Certificateholder shall take any action which would cause the Trust to become an "investment company" which would be required to register under the lnvestment Company Act.

Section 2.12 Transfer of Mortaaae Loans to Trust.

(a) Effective as of the date hereof, the Depositor does hereby assign, transfer, and otherwise convey to, and deposit with, the Co-Trustee on behalf of the Trust, the Trust Estate, primarily consisting of the Mortgage Loans, such conveyance to be made in exchange for the Certificates. Such assignment includes, without limitation, all amounts payable to and all rights of the holder of the Mortgage Loans after the Cut-off Date.

(b) The conveyance of the Mortgage Loans and all other assets constituting the Trust Estate by the Depositor as contemplated hereby is absolute and is intended by the parties, other than for federal, state and local income and franchise tax purposes, to constitute a sale of the Mortgage Loans and all other assets constituting the Trust Estate by the Depositor to the Co-Trustee on behalf of the Trust. It is, further, not intended that such conveyance be deemed a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Trust Agreement. The Depositor also intends and agrees that, in such event:

(i) this Trust Agreement shall constitute. a security agreement under applicable law and shall be deemed to create valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate (including, without limitation, the Mortgage Loans, the Certificate Account and any proceeds thereof) in favor of the Co-Trustee on behalf of the Trust, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Depositor;

(ii) other than the security interest granted to the Co-Trustee on behalf of the Trust pursuant to this Trust Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Trust Estate, has not authorized the filing of and is not aware of any financing statements against the Trust Estate that includes a description of collateral covering the Trust Estate other than any financing statements relating to the security interest granted to the Trust hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against Depositor;

(iii) the Depositor owns and has good and marketable title to the Trust Estate free and clear of any lien, claim or encumbrance of any Person;

(iv) the Certificate Account constitutes a "securities account" within the meaning of the applicable UCC. The Depositor has directed the bank where the Certificate Account is held to take all steps necessary to cause the Co-Trustee to become the account holder of the Certificate

Account. The Certificate Account is not in the name of any Person other than as provided in Section 3.13 of this Trust Agreement. The Depositor has not consented to the maintenance of the Certificate Account in compliance with instructions of any Person other than the Co-Trustee;

(v) the Mortgage Notes constitute "instruments" and the Trust Estate (excluding the Certificate Account, the Mortgage Loans and any proceeds thereof) constitutes "general intangibles", each within the meaning of the applicable UCC. The Depositor has received all required consents and approvals to the pledge of the portions of the Trust Estate (excluding the Certificate Account and any proceeds thereof) constituting payment intangibles;

(vi) the Depositor has caused or will have caused, within ten days of the date hereof, the filing of all appropriate financing statements in the appropriate filing offices under applicable law in order to perfect the security interest in the Trust Estate granted to the Trust hereunder. All financing statements filed or to be filed against the Depositor in favor of the Co-Trustee on behalf of the Trust (or any subsequent assignee) in connection herewith describing the Trust Estate contain a statement to the following effect, "A purchase of, or security interest in, any collateral described in this financing statement will violate the rights of the secured party;" and

(vii) the Depositor shall, to the extent consistent with this Trust Agreement take such additional reasonable actions as may be necessary to ensure that, if this Trust Agreement were deemed to create a security interest in the Mortgage Loans and the other assets of the Trust Estate, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Trust Agreement. Notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trust (or any subsequent assignee) for the purpose of perfecting such security interest under applicable law.

(c) Except as expressly ' provided in Section 8.01, neither the Depositor nor any Certificateholder shall be able to revoke the Trust established hereunder. Except as provided in Sections 3.02 and 8.01 hereof, the Co-Trustee shall not assign, sell, dispose of or transfer any interest in, nor may the Depositor or any Certificateholder withdraw from the Trust, the Mortgage Loans or other asset constituting the Trust Estate.

ARTICLE Ill

CONVEYANCE OF THE MORTGAGE LOANS; CERTIFICATES; DISTRIBUTIONS TO CERTIFICATES

Section 3.01 Convevance of the Mortaaae Loans.

(a) The Depositor, concurrently with the execution and delivery of this Trust Agreement, does hereby contribute, transfer, convey and assign to the Co-Trustee on behalf of the Trust, without recourse, all its right, title and interest in and to the Trust Estate, including the Mortgage Loans, including all interest and principal due on or with respect to the Mortgage Loans from and after the Cut- off Date (other than payments of principal and interest due on the Mortgage Loans before the Cut-off Date). In addition, the Depositor, concurrently with the execution and delivery of this Trust Agreement, does hereby, assign to the Co-Trustee on behalf of the Trust all of its right, title, and interest in, to, and under the Mortgage Loan Purchase Agreement. If the Depositor receives any distributions in respect of the Mortgage Loans after the Cut-off Date, it shall promptly remit such distributions to the Co-Trustee on behalf of the Trust.

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

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

(d) Within 15 days of the date of this Trust Agreement, the Depositor or its designee shall provide an electronic notice to HUD, which notice shall state that the Mortgage Loans have been transferred to the Co-Trustee on behalf of the Trust.

Section 3.02 Discoverv of Seller Breach: Reourchase of Mortaaae Loans.

(a) Pursuant to Section 7 of the Mortgage Loan Purchase Agreement, the Seller has made certain representations and warranties with respect to the Mortgage Loans, and each of the Depositor and the Co-Trustee intend that the Mortgage Loans included in the Trust Estate satisfy such representations and warranties. The Depositor, for the benefit of the Co-Trustee, the Guarantor and the Certificateholders, hereby assigns any rights it has against the Seller with respect to such representations and warranties to the Co-Trustee, and the Seller acknowledges that it has agreed to comply with the provisions of this Section 3.02 and the Mortgage Loan Purchase Agreement in respect of a breach of any of such representations and warranties.

(b) Pursuant to the Mortgage Loan Purchase Agreement, if (i) the Seller is notified in writing of, or otherwise discovers, a breach of a representation or warranty relating to a Mortgage Loan and

the Seller is not able to cure such breach within ninety (90) days following the earlier of Seller's discovery of such breach or receipt of written notice of such a breach and (ii) such breach has a Material Adverse Effect on the interests of the Holders of the Certificates, then the Seller shall be obligated to repurchase such Mortgage Loan from the Issuer at a price equal to the Repurchase Price in accordance with the terms of the Mortgage Loan Purchase Agreement.

(c) Pursuant to the Mortgage Loan Purchase Agreement, if (i) a Mortgage File is missing other documents besides the related Mortgage Note (or the related lost note affidavit) or such documents are defective, (ii) the Seller is unable to cure such defect within 90 days of the discovery of such defect and (iii) the FHA subsequently disavows the insurance coverage with respect to such Mortgage Loan, the Seller shall be obligated to repurchase such Mortgage Loan from the Trust at the Repurchase Price.

(d) The Co-Trustee, as assignee of the Depositor's rights against the Seller with respect to the representations and warranties made by the Seller pursuant to the Mortgage Loan Purchase Agreement, shall have the right to enforce the obligation of the Seller to cure any breach of a representation and warranty relating to the Mortgage Loans, or to repurchase for any Mortgage Loan if such breach is not cured in accordance with the terms of the Mortgage Loan Purchase Agreement and hereof.

(e) Within 15 days following the end of each calendar quarter or promptly upon the reasonable request of the Depositor, if there has been Repurchase Activity with respect to any Mortgage Loan during the preceding calendar quarter, the Co-Trustee, to the extent the Co-Trustee has knowledge of such Repurchase Activity, shall provide a written notice to the Depositor with respect to each such Mortgage Loan stating (a) the nature of such Repurchase Activity and (b) upon reasonable request by the Depositor, any other information required in order to enable the Depositor and its Affiliates to comply with their obligations under Rule 15Ga-1. Each notice required by the preceding sentence (a "Rule 15Ga-1 Quarterly Notice") shall include for each Mortgage Loan subject to Repurchase Activity: (i) the date any Repurchase Request was received by the Co-Trustee or the date it was withdrawn; (ii) the loan number of each related Mortgage Loan; (iii) the basis for any Repurchase Request asserted by the Person making the Repurchase Request; and (iv) the number of such Mortgage Loans, and the aggregate Stated Principal Balance of such Mortgage Loans and their percentage of the total principal balance of all Mortgage Loans included in the Trust. Within 15 days following the end of each calendar year, if there has been no Repurchase Activity with respect to any Mortgage Loan during the preceding calendar year, the Co-Trustee shall provide a written notice to the Depositor stating that the Co-Trustee has no knowledge of Repurchase Activity with respect to such calendar year (a "Rule 15Ga-1 Annual Notice"). Each Rule 15Ga-1 Quarterly Notice and Rule 15Ga-1 Annual Notice may be delivered by electronic means. Each Rule 15Ga-1 Quarterly Notice and Rule 15Ga-1 Annual Notice is provided only to assist the Depositor and its Affiliates in complying with Rule 15Ga-1, Items 11 04 and 11 21 of Regulation AB andlor any other law or regulation. No action taken by, or inaction of, the Depositor and no information provided pursuant to this paragraph by the Depositor, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Depositor may have with respect to this Trust Agreement.

Section 3.03 The Certificates. The Class A-l Certificates and Class A-ll Certificates shall be issued in book-entry form in minimum denominations of $100,000 and in increments of $1 in excess thereof. The Class RV-I Certificates and Class RV-II Certificates shall each be issuable in fully registered certificated form each as a single certificate with a 100% Percentage Interest.

The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Delaware Trustee and authenticated by the Co-Trustee in the manner provided in Section 3.04. A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Delaware Trustee or Co-Trustee, shall be validly issued and entitled to the benefit of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee's acceptance of a Certificate duly registered in such transferee's name pursuant to and upon satisfaction of the conditions set forth in Section 3.05.

Section 3.04 Authentication of Certificates. Concurrently with the acquisition of the Trust Estate, the Delaware Trustee shall cause all Certificates issued hereunder to be executed on behalf of the Trust, and the Co-Trustee shall cause all Certificates issued hereunder and executed on behalf of the Trust to be authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, without further corporate action by the Depositor, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Trust Agreement or be valid for any purpose unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A-I or A-2, as applicable, executed by the Co- Trustee by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the

-, . date of their authentication.

Section 3.05 Reaistration of and Limitations on Transfer and Exchanae of Certificates.

(a) The Co-Trustee shall keep or cause to be kept, a certificate register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, the Co-Trustee shall provide for the registration of the Certificates and of transfers and exchanges of Certificates as herein provided.

(b) Subject to satisfaction of the conditions set forth below with respect to the Certificates, upon surrender for registration of transfer of any Certificates at the office or agency maintained pursuant to Section 3.09, the Delaware Trustee shall execute and the Co-Trustee shall authenticate and deliver in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Co- Trustee. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchariged at the office or agency maintained pursuant to Section 3.09.

(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Co-Trustee duly executed by the Certificateholder or such Certificateholder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by

the Co-Trustee in accordance with its customary practice. The Co-Trustee shall notify the Delaware Trustee in writing when Certificates are presented or surrendered for registration of transfer or exchange, that such Certificates have been cancelled, the identity of the designated transferee or transferees, and the authorized denominations of the new Certificate or Certificates. The Delaware Trustee may conclusively rely on such written notification in executing and delivering the new Certificate or Certificates on behalf of the Trust and shall not be liable to any person in connection with such reliance.

(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Delaware Trustee or the Co-Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

(e) Except for the initial issuance of the Certificates on the Closing Date, no Person shall become a Certificateholder of the Certificates until the requirements of this Section 3.05 shall have been complied with and the Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed only in accordance with this Section 3.05

(f) No transfer of a Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Co- Trustee in writing the facts surrounding the transfer by (x)(i) the delivery to the Co-Trustee by the Certificateholder desiring to effect such transfer of a certificate substantially in the form set forth in Exhibit C (the "Transferor Certificate") and (ii) the delivery by the Certificateholder's prospective transferee of a letter in substantially the form of Exhibit D (the "Transferee Certificate") stating that the prospective transferee is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); provided, however that in the case of a Book-Entry Certificate, the Transferor Certificate and Transferee Certificate described above shall not be applicable and such transferor and transferee of a Book-Entry Certificate shall be deemed to have made the representations and warranties in the Transferor Certificate and Transferee Certificate described above. In addition, the Co-Trustee shall not register the transfer of any Class of Class RV Certificates unless the beneficial owner of such Class of Class RV Certificates delivers a certificate in the form attached hereto as Exhibit E to the Co-Trustee. Each Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Co-Trustee, the Depositor, the Seller, the Guarantor and the Delaware Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

(g) For so long as any of the Certificates are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Co-Trustee agrees to cooperate with, and act in accordance with the direction of, the Depositor in providing to any Certificateholders and to any prospective purchaser of Certificates designated by such Certificateholder, upon the request of such Certificateholder or prospective purchaser, any information in the Co-Trustee's possession and 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 Co- Trustee in providing such information shall be reimbursed by the Depositor.

(h) Each Person who acquires or owns a beneficial interest in a Class RV Certificate (i) shall be deemed by its acceptance, acquisition or holding of such Class RV Certificate to have agreed to be bound by the provisions of this Section 3.05 and (ii) hereby agrees to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring or owning a Class RV Certificate are expressly subject to the following provisions:

(i) Each Person acquiring or owning a beneficial interest in a Class RV Certificate must be a Permitted Transferee and shall promptly give written notice to the Co-Trustee of any change or impending change in its status as a Permitted Transferee.

(ii) In connection with any proposed transfer of any Class RV Certificate, the Co- Trustee shall require delivery to it and the proposed beneficial owner shall execute and deliver to the transferor and the Co-Trustee, an affidavit (a "Residual Transfer Affidavit"), substantially in the form attached hereto as Exhibit G, representing and warranting among other things, that such proposed beneficial owner is a Permitted Transferee and that it is not acquiring its Class RV Certificate as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and the proposed transferor shall deliver to the Co-Trustee an affidavit in substantially the form attached hereto as Exhibit H. The Residual Transfer Affidavit shall also contain, but not be limited to, the statement of the beneficial owner that (i) the beneficial owner historically has paid its debts as they have come due and intends to do so in the future, (ii) the beneficial owner understands that it may incur tax liabilities in excess of cash flows generated by the residual interest, (iii) the beneficial owner intends to pay taxes associated with holding the residual interest as they become due, (iv) the beneficial owner will not cause income with respect to the Class RV Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable treaty, of such beneficial owner or any other person and (v) the beneficial owner will not transfer the Class RV Certificate to any Person that does not provide an affidavit substantially in the form attached as Exhibit G hereto.

(iii) Notwithstanding the delivery of a Residual Transfer Affidavit by a proposed beneficial owner under clause (ii) above, if a Responsible Officer of the Co-Trustee has actual knowledge that the proposed beneficial owner is not a Permitted Transferee, the Co-Trustee shall not consent to a transfer to such proposed beneficial owner , and no transfer of any Class RV Certificate to such proposed beneficial owner shall be effected.

(iv) Each Person acquiring or owning a beneficial interest in Class RV Certificate shall agree (A) to require a Residual Transfer Affidavit from any other Person to whom such Person attempts to transfer its interest in any Class RV Certificate and (B) not to transfer its interest in any Class RV Certificate unless it provides a certificate to the Co-Trustee that the transferor has no actual knowledge that the proposed beneficial owner is not a Permitted Transferee and no knowledge or reason to know that the statements made by the beneficial owner are false.

(i) Notwithstanding the foregoing, the rights of a Person acquiring or owning a beneficial interest in Class RV Certificate are expressly subject to the following provisions:

(i) The Co-Trustee shall notify the Depositor upon actual knowledge of a Responsible Officer of the Co-Trustee that the registration of transfer of a Class RV Certificate was not in fact permitted by Section 3.05. Upon actual knowledge of a Responsible Officer of the Co-Trustee that any transfer or purported transfer has been made in violation of the provisions of

this Section 3.05, such transfer or purported transfer shall be void ab initio, and the Co-Trustee shall make any payments due after the date of such actual knowledge or notice to the last preceding Permitted Transferee and the last preceding Permitted Transferee shall be restored to all rights as holder thereof retroactive to the date of registration of such transfer or purported transfer of the Class RV Certificate, and the Co-Trustee shall re-register such Permitted Transferee as the holder of the Class RV Certificate hereunder. The Co-Trustee shall not have any liability to any person for any registration of transfer of a Class RV Certificate that is in fact not permitted by this Section 3.05 or so long as the transfer was registered in compliance with the provisions of this Section 3.05, for making any payments due on a Class RV Certificate to the holder or purported holder thereof or for taking, any other action with respect to such holder or purported holder under the provisions of this Trust Agreement.

(ii) The Co-Trustee, upon actual notice to a Responsible Officer that a Class RV Certificate has been transferred, either directly or indirectly, to any person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman), shall furnish within 60 days of such notice or such sooner time as may be required by applicable law, to the Internal Revenue Service and the transferor of the Class RV Certificate (or such agent) such information reasonably available to the Co-Trustee necessary to the application of Section 860E(e) of the Code as may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to the Class RV Certificate for periods after such transfer. The Co-Trustee may require reasonable compensation for providing such information (in which case such amount shall be permitted to be withdrawn from the Certificate Account); provided, however, that the Co-Trustee shall in no event be excused from furnishing such information.

(j) Each Holder (other than the Seller and its Affiliates) of a Class of Class RV Certificates shall satisfy the Ratings Requirement. If at any time, such Holder of a Class of Class RV Certificates shall cease to satisfy the Ratings Requirement, such Holder of a Class of Class RV Certificates shall, at its own cost, assign all of its rights and obligations as a Holder of such Class of RV Certificates to a substitute party selected by such Holder which meets the Ratings Requirement and the other requirements for holding a Class RV Certificate as described in this Trust Agreement.

(k) Each Class RV Certificate issued under this Trust Agreement shall contain the following legends:

EACH HOLDER OF THlS CERTIFICATE (BY VIRTUE OF ITS OWNERSHIP THEREOF) ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE ANY DIRECT RIGHTS AGAINST HUD OR THE FHA WITH RESPECT TO THE CONTRACT OF INSURANCE APPLICABLE TO ANY MORTGAGE LOAN.

THlS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THlS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE RE- OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THlS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WlTH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THlS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.

THE INITIAL INVESTOR IN THlS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THlS CERTIFICATE, BY PURCHASING THlS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WlTH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT. A TRANSFEROR AND TRANSFEREE OF THlS CERTIFICATE ARE REQUIRED TO DELIVER A CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBITS C AND D, RESPECTIVELY, TO THE TRUST AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER A TRANSFER AFFIDAVIT AND A LIQUIDITY AMOUNT FUNDING ACKNOWLEDGMENT CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBITS G AND E, RESPECTIVELY, TO THE TRUST AGREEMENT, AND A TRANSFEROR IS REQUIRED TO DELIVER A CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT H TO THE TRUST AGREEMENT.

NO TRANSFER OF THlS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING ASSETS OF, A PLAN SHALL BE MADE.

THlS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THlS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THlS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 3.05 OF THE TRUST AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT SUBSTANTIALLY IN THE FORM OF EXHIBIT G TO THE TRANSFEROR AND THE CO-TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR A NOMINEE, TRUSTEE OR AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WlTH RESPECT TO THlS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WlTH HOLDING THlS CERTIFICATE AS THEY BECOME DUE, (E) IT WlLL NOT CAUSE INCOME WlTH RESPECT TO THlS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE TREATY, OF ITSELF OR ANY OTHER PERSON AND (F) IT WlLL NOT TRANSFER THlS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE

35

RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.

EACH HOLDER OF THlS CERTIFICATE (BY VIRTUE OF ITS OWNERSHIP THEREOF) ACKNOWLEDGES AND AGREES TO ITS OBLIGATION TO PAY RELATED LIQUIDITY AMOUNTS IN ACCORDANCE WlTH SECTION 3.16 OF THE TRUST AGREEMENT.

(I) Each Class A Certificate issued under this Trust Agreement shall contain the following legends:

EACH HOLDER OF THlS CERTIFICATE (BY VIRTUE OF ITS OWNERSHIP THEREOF) ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE ANY DIRECT RIGHTS AGAINST HUD OR THE FHA WlTH RESPECT TO THE CONTRACT OF INSURANCE APPLICABLE TO ANY MORTGAGE LOAN.

THlS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THlS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE RE- OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THlS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WlTH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THlS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A), TO A PERSON' WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THlS CERTIFICATE IS A "REGULAR INTEREST IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE).

THE INITIAL INVESTOR IN THlS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THlS CERTIFICATE, BY PURCHASING THlS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WlTH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT REFERRED TO HEREIN.

Section 3.06 Mutilated, Destroved, Lost or Stolen Certificates. If (a) any mutilated Certificate shall be surrendered to the Co-Trustee, or if the Co-Trustee shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Co-Trustee and the Delaware Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice to the Co-Trustee or the Delaware Trustee that such Certificate has been acquired by a bona fide purchaser, the Delaware Trustee shall execute on behalf of the Trust and the Co-

Trustee 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 denomination. In connection with the issuance of any new Certificate under this Section 3.06, the Delaware Trustee or the Co-Trustee may require the payment of a sum sufficient to cover any expenses of the Delaware Trustee or the Co-Trustee (including fees and expenses of counsel) and any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section 3.06 shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 3.07 Persons Deemed Certificateholders. Prior to due presentation of a Certificate for registration of transfer, the Delaware Trustee or the Co-Trustee may treat the Person in whose name any Certificate is registered in the Certificate Register as the owner of such Certificate for the purpose of receiving distribuions pursuant to Section 3.15 and for all other purposes whatsoever, and none of the Trust, the Delaware Trustee or the Co-Trustee shall be bound by any notice to the contrary.

Section 3.08 Access to List of Certificateholders' Names and Addresses. The Co-Trustee shall furnish or cause to be furnished to the Depositor, the Guarantor or the Delaware Trustee, within 15 days after receipt by the Co-Trustee of a written request therefor from the Depositor, the Guarantor or the Delaware Trustee, a list, in such form as the Depositor, the Guarantor or the Delaware Trustee, as the case may be, may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. Each Certificateholder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Trust, the Depositor, the Guarantor, the Co-Trustee or the Delaware Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 3.09 Maintenance of Office or Aaency. The Co-Trustee shall maintain an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trust or the Co-Trustee in respect of the Certificates may be served. The Trust initially designates the Corporate Trust Office of the Co-Trustee for purposes of such surrender and for service of notices or demands. The Co-Trustee, on behalf of the Trust, shall give prompt written notice to the Depositor, the Delaware Trustee, the Seller, the Guarantor and the Certificateholders of any change in the location of the Certificate Register or any such office or agency.

Section 3.10 Book-Entrv Certificates. The Class A Certificates will be issued in the form of typewritten Certificates representing the Book-Entry Certificates, to be delivered to, or to the Co-Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Certificates shall be registered initially on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner thereof will receive a Definitive Certificate representing such Certificate Owner's interest in such Certificates, except as provided in Section 3.12. Unless and until definitive, fully registered Class A Certificates have been issued to such Certificate Owners pursuant to Section 3.1 2:

(i) the provisions of this Section 3.1 0 shall be in full force and effect;

(ii) the Co-Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement (including the payment of principal of and interest on the Class A Certificates and the giving of instructions or directions hereunder) as the sole holder of the Class A Certificates, and shall have no obligation to the Certificate Owners;

(iii) to the extent that the provisions of this Section 3.10 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.1 0 shall control;

(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency 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 pursuant to the Depository Agreement. Unless and until definitive, fully registered Class A Certificates have been issued to such Certificate Owners pursuant to Section 3.12, the Co-Trustee shall not register any transfer of a beneficial interest in a Book-Entry Certificate; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and

(v) whenever this Trust Agreement requires or permits actions to be taken based .

upon instructions or directions of Holders of Class A Certificates evidencing a specified percentage of the Outstanding Balance of the Certificates, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners andlor Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Class A Certificates and has delivered such instructions to the Co-Trustee.

Section 3.1 1 Notices to Clearina Aaencv. Whenever a notice or other communication to the Holders of the Class A Certificates is required under this Trust Agreement, unless and until Definitive Certificates shall have been issued to such Certificate Owners pursuant to Section 3.12, the Co-Trustee shall give all such notices and communications to the Clearing Agency, and shall have no obligation to such Certificate Owners.

Section 3.12 Definitive Certificates. If the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and the Issuer is unable to locate a qualified successor then the Clearing Agency shall notify all related Certificate Owners, the Guarantor and the Co-Trustee of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Co-Trustee of the typewritten Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, the Delaware Trustee shall execute and the Co-Trustee shall authenticate Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Issuer, the Delaware Trustee or the Co-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 any such issuance of Definitive Certificates, the Holders of such Definitive Certificates shall be recognized as Certificateholders and such Holders shall be registered in the Certificate Register.

Section 3.13 Certificate Account.

(a) The Co-Trustee shall establish and maintain an Eligible Account entitled "Certificate Account of U.S. Bank National Association, as Co-Trustee for the benefit of the Holders of Mortgage Equity Conversion Asset Trust 201 1-1 Mortgage-Backed Certificates." The Co-Trustee shall hold the Certificate Account and all money and other property therein in trust for the benefit of the Certificateholders. The Co-Trustee shall deposit into the Certificate Account, promptly upon receipt, and retain on deposit until the related Distribution Date the following amounts:

(i) the aggregate Loan Collections (to the extent not applied toward Principal Advances made by the Servicer during the related Collection Period) for the related Collection Period remitted by the Servicer from the Collection Account in accordance with the Servicing Agreement;

(ii) any Group I Seller Funded Expense Amount andlor Group II Seller Funded Expense Amount for the related Distribution Date;

(iii) any Group I Guaranteed Amount andlor Group II Guaranteed Amount for the related Distribution Date;

(iv) all or any portion of the Liquidity Amounts not remitted to the Servicer in accordance with Section 3.16 hereof: and

(v) any other amounts so required to be deposited in the Certificate Account pursuant to this Trust Agreement.

(b) In the event the Servicer has remitted in error to the Certificate Account any amount not required to be remitted pursuant to the Servicing Agreement, it may at any time direct the Co-Trustee to withdraw such amount from the Certificate Account for repayment to the Servicer by delivery of an Officer's Certificate to the Co-Trustee which describes the amount deposited in error and certifies such error.

(c) On each Distribution Date and on the final Distribution Date of the Certificates in accordance with Article VIII, the Co-Trustee shall pay any amounts representing Post-Payment Proceeds to the Guarantor. Any amounts remaining in the Certificate Account shall constitute the Available Distribution Amount with respect to each Loan Group and shall be distributed to the related Certificateholders and any other parties entitled thereto in the amounts and priorities set forth in Section 3.1 5.

(d) Funds in the Certificate Account for the period from each Monthly Remittance Date to the related Distribution Date shall, if invested, be invested in Eligible lnvestments selected by the Seller, which shall mature not later than the Business Day prior to the related Distribution Date and any such Eligible lnvestment shall not be sold or disposed of prior to its maturity. All such Eligible lnvestments shall be made in the name of the Co-Trustee in trust for the benefit of the Certificateholders. All income and gain realized from any Eligible lnvestment in the Certificate Account shall be remitted to the Seller on each Distribution Date. The Seller shall remit to the Co-Trustee for deposit in the Certificate Account the amount of any losses incurred in respect of any such investments out of its own funds, without any right of reimbursement therefor, immediately as realized.

Section 3.14 Distributions Generallv. Subject to Article Vlll respecting the final distribution on the Certificates, on each Distribution Date the Co-Trustee shall make distributions to Holders of Certificates as of the related Record Date in accordance with this Article Ill. Such distributions shall be made by wire transfer in immediately available funds to an account specified in the request 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 Co-Trustee'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. Notwithstanding such final payment of principal of

any of the Certificates, each Certificate will remain outstanding until the termination of each REMIC and the payment in full of all other amounts due with respect to the Certificates and at such time such final payment in retirement of any Certificate will be made only upon presentation and surrender of such Certificate at the Co-Trustee'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.

Section 3.1 5 Distributions on the Certificates.

(a) On each Distribution Date, from the Available Distribution Amount relating to Loan Group I on deposit in the Certificate Account, the Co-Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred (in each case, to the extent of the remaining Available Distribution Amount relating to Loan Group I) provided that the Group I Seller Funded Expense Amount shall be payable solely pursuant to clause (i) and all amounts in respect of the Group I Guaranteed Amount shall be payable solely to the Class A-I Certificates and Class RV-I Certificates:

(i) pro rata, based on amounts due, to the Custodians, the Co-Trustee and the Credit Risk Manager, their respective Custodial Fees, the Co-Trustee Fee and the Credit Risk Manager Fee, respectively, for such Distribution Date, and to such parties and the Delaware Trustee, any Extraordinary Trust Expenses (up to the related Extraordinary Trust Expense Cap) for such Distribution Date, plus any such fees and Extraordinary Trust Expenses (up to the related Extraordinary Trust Expense Cap) unpaid from prior Distribution Dates, in each case in respect of the Group I Mortgage Loans;

(ii) to the Guarantor, the Guaranty Fee with respect to Group I Mortgage Loans and any unpaid Guaranty Fees with respect to Group I Mortgage Loans from prior Distribution Dates;

(iii) to the Seller, in reimbursement for any Group I Seller Funded Expenses, to the extent not previously paid;

(iv) to the Holders of the Class A-I Certificates and Class RV-I Certificates, pro rata, based on the amounts due, the Accrued Certificate Interest for such Certificates for such Distribution Date:

(v) to the Holders of the Class A-I Certificates and Class RV-I Certificates, pro rata, based on the Certificate Principal Balances thereof immediately prior to such Distribution Date, in reduction of the Certificate Principal Balances thereof, until the Certificate Principal Balances thereof have been reduced to zero;

(vi) to the Guarantor, in reimbursement for any Group I Guaranteed Amounts paid with respect to the Group I Mortgage Loans, to the extent not previously paid;

(vii) to the Delaware Trustee, the Custodians, the Co-Trustee and the Credit Risk Manager, in an amount equal to any Extraordinary Trust Expenses not paid pursuant to clause (i) above as a result of the imposition of the Extraordinary Trust Expense Cap, in each case in respect of the Group I Mortgage Loans; and

(viii) all remaining amounts to the Holders of the Class RV-I Certificates. 40

(b) On each Distribution Date, from the Available Distribution Amount relating to Loan Group II on deposit in the Certificate Account, the Co-Trustee shall make the following allocations, disbursements and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred (in each case, to the extent of the remaining Available Distribution Amount relating to Loan Group II) provided that the Group II Seller Funded Expense Amount shall be payable solely pursuant to clause (i) and all amounts in respect of the Group II Guaranteed Amount shall be payable solely to the Class A-ll Certificates and Class RV-II Certificates:

(i) pro rata, based on amounts due, to the Custodians, the Co-Trustee and the Credit Risk Manager, their respective Custodial Fees, the Co-Trustee Fee and the Credit Risk Manager Fee, respectively, for such Distribution Date, and to such parties and the Delaware Trustee, any Extraordinary Trust Expenses (up to the related Extraordinary Trust Expense Cap) for such Distribution Date, plus any such fees and Extraordinary Trust Expenses (up to the related Extraordinary Trust Expense Cap) unpaid from prior Distribution Dates, in each case in respect of the Group II Mortgage Loans;

(ii) to the Guarantor, the Guaranty Fee with respect to Group II Mortgage Loans and any unpaid Guaranty Fees with respect to Group II Mortgage Loans from prior Distribution Dates;

(iii) to the Seller, in reimbursement for any Group II Seller Funded Expenses, to the extent not previously paid;

(iv) to the Holders of the Class A-ll Certificates and Class RV-II Certificates, pro rata, based on the amounts due, the Accrued Certificate Interest for such Certificates for such Distribution Date;

(v) to the Holders of the Class A-ll Certificates and Class RV-II Certificates, pro rata, based on the Certificate Principal Balances thereof immediately prior to such Distribution Date, in reduction of the Certificate Principal Balances thereof, until the Certificate Principal Balances thereof have been reduced to zero:

(vi) to the Guarantor, in reimbursement for any Group II Guaranteed Amounts paid with respect to the Group II Mortgage Loans, to the extent not previously paid;

(vii) to the Delaware Trustee, the Custodians, the Co-Trustee and the Credit Risk Manager, in an amount equal to any Extraordinary Trust Expenses not paid pursuant to clause (i) above as a result of the imposition of the Extraordinary Trust Expense Cap, in each case in respect of the Group II Mortgage Loans; and

(viii) all remaining amounts to the Holders of the Class RV-II Certificates.

Section 3.16 Liauiditv Amounts, RE0 Manaaer Reimbursement Amounts and Servicer Unca~italized Servicina Advance Reimbursement Amounts.

(a) On each Liquidity Amount and Reimbursement Amount Reporting Date, the Co-Trustee shall deliver the Liquidity Amount and Reimbursement Amount Report to the Guarantor, the Seller and the Holder of the Class RV-I Certificates and the Holder of the Class RV-II Certificates. On or prior to 12:OO p.m. New York City time on each Liquidity Amount and Reimbursement Amount Distribution Date, the Holder of the Class RV-I Certificates and the Holder of the Class RV-II Certificate shall each

41

remit the related Liquidity Amount to the Co-Trustee. On or prior to 3:00 p.m. New York City time on the Liquidity Amount and Reimbursement Amount Distribution Date, the Co-Trustee shall calculate, based on the Monthly Servicing Report and the Liquidity Amount and Reimbursement Amount Report, the portion of the Liquidity Amount remitted by each such Holder, which is owing to the Servicer and shall remit such amounts to the Servicer for deposit in the Collection Account. Any portion of the Liquidity Amount remitted by each such Holder which is not remitted to the Servicer pursuant to the previous sentence shall be deposited in the Certificate Account.

(b) By its purchase of the Class RV-I Certificates and Class RV-II Certificates on the Closing Date, the initial Certificate Owner thereof hereby agrees to assume the obligation to remit Liquidity Amounts in accordance with this Section 3.16.

(c) On each Liquidity Amount and Reimbursement Amount Distribution Date, based on the amounts set forth in the related Liquidity Amount and Reimbursement Amount Report, (i) the Guarantor shall remit to the Co-Trustee the RE0 Manager Reimbursement Amount and Servicer Uncapitalized Servicing Advance Reimbursement Amount and the Co-Trustee shall remit such RE0 Manager Reimbursement Amount and such Servicer Uncapitalized Servicing Advance Reimbursement Amount to the Servicer and (ii) the Guarantor shall remit to the Co-Trustee the RE0 Manager Review Fees and the Co-Trustee shall remit such RE0 Manager Review Fees to the RE0 Manager.

(d) In addition, in accordance with the terms of the Servicing Agreement, on each Liquidity Amount and Reimbursement Amount Distribution Date, either the Seller or the Servicer shall be required to pay to the other, the difference between the Servicer Interest and the Seller Interest in each case, for the preceding Collection Period.

Section 3.17 Allocation of Realized Losses.

(a) If the Guarantor fails to remit a required Group I Guaranteed Amount on the Business Day preceding a Distribution Date for the Stated Principal Balance of a Group I Mortgage Loan (i) with respect to which the related Foreclosure Date occurred during the related Collection Period, (ii) which was liquidated for less than the Stated Principal Balance thereof during the related Collection Period prior to the related Foreclosure Sale Date or (iii) which Group I Mortgage Loan is an Assigned Mortgage Loan and with respect to which the related FHA insurance proceeds were received during the related Collection Period, the Co-Trustee shall calculate the amount of Realized Losses on the Group I Mortgage Loans during the related Collection Period (the "Group I Realized Loss Amount") and allocate the Group I Realized Loss Amount to the Class A-l Certificates and Class RV-I Certificates, pro rata, based on the Certificate Principal Balances thereof immediately prior to such Distribution Date, in reduction of the Certificate Principal Balances thereof, until the Certificate Principal Balances thereof have been reduced to zero.

(b) If the Guarantor fails to remit a required Group II Guaranteed Amount on the Business Day preceding a Distribution Date for the Stated Principal Balance of a Group II Mortgage Loan (i) with respect to which the related Foreclosure Date occurred during the related Collection Period, (ii) which was liquidated for less than the Stated Principal Balance thereof during the related Collection Period prior to the related Foreclosure Sale Date or (iii) which Group II Mortgage Loan is an Assigned Mortgage Loan and with respect to which the related FHA insurance proceeds were received during the related Collection Period, the Co-Trustee shall calculate the amount of Realized Losses on the Group II Mortgage Loans during the related Collection Period (the "Group II Realized Loss Amount") and allocate the Group II Realized Loss Amount to the Class A-ll Certificates and Class RV-II

Certificates, pro rafa, based on the Certificate Principal Balances thereof immediately prior to such Distribution Date, in reduction of the Certificate Principal Balances thereof, until the Certificate Principal Balances thereof have been reduced to zero

Section 3.18 R e ~ 0 t - t ~ to Certificateholders.

(a) The Co-Trustee shall prepare and make available on or about the 1 !jth day of each month to the Guarantor and the Seller and on each Distribution Date, to the Delaware Trustee, the Depositor and each Certificateholder, a written report setting forth the following information (on the basis of Mortgage Loan level information obtained from the Servicer) (the "Distribution Date Statement"):

(i) the amount paid on such Distribution Date to holders of each Class of Certificates in respect of interest;

(ii) the amount paid on such Distribution Date to holders of each Class of Certificates in respect of principal;

(iii) the Certificate lnterest Rate of each Class of Certificates with respect to such Distribution Date;

(iu) the Certificate Principal Balance and Class Factor of each Class of Certificates prior to and after giving effect to distributions of principal on such Distribution Date;

(v) the Accrued Certificate lnterest for each Class of Certificates with respect to such Distribution Date, any Prepayment lnterest Shortfalls allocated to each Class of Certificates on such Distribution Date and any Negative Amortization Balance Increase for each Class of Certificates with respect to such Distribution Date

(vi) the number and aggregate Stated principal Balance of Mortgage Loans in each Loan Group as of the first day, and as of the last day, of the related Collection Period;

(vii) the number of RE0 Properties in each Loan Group as of the first day, and as of the last day, of the related Collection Period;

(viii) the weighted average Net Mortgage Rate and the weighted average Maximum Mortgage Rate as of the first day, and as of the last day, of the related Collection Period with respect to each Loan Group;

(ix) for the related Collection Period, in the aggregate, as determined for each Loan Group separately: (a) the Unscheduled Principal Advances made; (b) the Scheduled Principal Advances made; (c) prepayments in full and in part; (d) interest accrued on the Mortgage Loans; (e) Servicing Fees accrued on the Mortgage Loans; (f) mortgage insurance premium payments paid by the Servicer in respect of the related Mortgage Loans; (g) Servicing Advances and RE0 Manager Advances made, (h) any Post-Payment Proceeds received, (i) Excess Draw lnterest accrued; (j) excess HUD claims; and (k) HUD insurance payments made;

(x) the amount of Principal Advances made which were not paid or reimbursed from Loan Collections during the related Collection Period;

(xi) the Loan Collections remitted to the Co-Trustee for such Distribution Date with respect to each Loan Group;

(xii) the Co-Trustee Fee and Credit Risk Manager Fee for such Distribution Date, and, if applicable the Custodial Fees for such Distribution Date with respect to each Loan Group;

(xiii) the Guaranty Fee for such Distribution Date, and the aggregate unpaid Guaranty Fee for such Distribution Date and all prior Distribution Dates, in each case in respect of each Loan Group;

(xiv) the amount of any Guaranteed Amounts to be paid by the Guarantor with respect to each Class of Certificates for such Distribution Date, the aggregate Guaranteed Amounts paid by the Guarantor with respect to each Class of Certificates for all prior Distribution Dates, the amount to be reimbursed to the Guarantor on such Distribution Date for prior Guaranteed Amounts made with respect to each Class of Certificates for all prior Distribution Dates and the aggregate amount of all such prior reimbursements made on all prior Distribution Dates;

(xv) the Available Distribution Amount for such Distribution Date with respect to each Loan Group;

(mi) the number and aggregate Stated Principal Balance of Mortgage Loans in each Loan Group as of the related Collection Period that are (i) in foreclosure, (ii) due and payable, (iii) RE0 Properties, (iv) pending FHA insurance claim, (5) RE0 Properties (post claim) or (vi) in T&l Default, Repair Default or Occupancy Default;

(xvii) the number and aggregate Stated Principal Balance of Mortgage Loans in each Loan Group (a) as of the related Collection Period and (b) cumulatively since the Closing Date, that are (i) repurchased by the Seller, (ii) that are, Defective Mortgage Loans or (iii) that are FHA ~erminated Mortgage Loans;

(xviii) the amount, if any, of Extraordinary Trust Expenses with respect to each Loan Group (a) as of the related Distribution Date and (b) cumulatively since the Closing Date, that are paid to (i) the Delaware Trustee, (ii) the Custodians, (iii) the Credit Risk Manager and (iv) the Co- Trustee;

(xix) the amount, if any, of Group I Seller Funded Expenses, Group II Seller Funded Expenses, Group I Seller Funded Expense Amount and Group II Seller Funded Expense Amount, in each case for such Distribution Date;

(xx) any Seller lnterest and Servicer Interest relating to such Distribution Date;

(mi) with respect to each Loan Group, the amount (if any) of the Liquidity Amount with respect to each Class of Class RV Certificates to be deposited in the Certificate Account and the amount (if any) of the Liquidity Amount with respect to each Class of Class RV Certificates to be remitted to the Servicer; and

(xxii) the Stated Principal Balance of each Mortgage Loan in each Loan Group (i) with respect to which the related Foreclosure Date occurred during the related Collection Period, (ii) which was liquidated for less than the Stated Principal Balance thereof during the related Collection Period prior to the related Foreclosure Sale Date or (iii) which is an Assigned Mortgage

44

Loan and with respect to which the related FHA insurance proceeds were received during the related Collection Period.

(b) The Co-Trustee shall make such information and a Mortgage Loan data file (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificate Owners, Holders of the Fannie Mae Guaranteed Grantor Trust Pass-Through Certificates 201 1-TI and the Guarantor that provide appropriate certification in the form furnished by the Co-Trustee (which may be submitted electronically via the Co-Trustee's internet website), and any designee of the Issuer via the Co-Trustee's internet website, located at "www.usbank.com/abs". Assistance in using the website can be obtained by calling the Co-Trustee's customer service desk at (800) 934-6802. Parties that are unable to use the above distribution options shall be entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Co-Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties, and the Co- Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Co-Trustee's internet website, the Co-Trustee may require registration, the acceptance of a disclaimer and proof of ownership through the Clearing Agency.

(c) The Co-Trustee shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statements and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).

(d) The Co-Trustee will promptly provide to the Guarantor such other information as the Guarantor may reasonably request in writing in such format as reasonably required by the Guarantor and any other information that is required by the Code and regulations thereunder to be made available to Certificateholders.

(e) Within a reasonable period of time after the end of the preceding calendar year beginning in 2012, the Co-Trustee will furnish a report to the Guarantor and each Holder of the Certificates of record at any time during the prior calendar year as to the aggregate of amounts reported pursuant to subclause (iv) above with respect to the Certificates, plus information with respect to the amount of servicing compensation and such other customary information as the Co-Trustee may determine to be necessary and/or to be required by the Internal Revenue Service or by a federal or state law or rules or regulations to enable such Holders to prepare their tax returns for such calendar year. Such obligations shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Co-Trustee pursuant to the requirements of the Code.

(f) Within 15 days after each Distribution Date, if requested in writing by the Guarantor, the Co-Trustee shall deliver a statement as of the status and location of the Certificate Account and any amounts withdrawn from the Certificate Account pursuant to Section 3.1 3.

Section 3.1 9 The Guaranty.

(a) No later than 11:OO a.m. New York City time on the Business Day preceding each Distribution Date following receipt of the Distribution Date Statement described in Section 3.18 that indicates a Group I Guaranteed Amount and/or Group II Guaranteed Amount for such Distribution Date, the Guarantor shall remit to the Co-Trustee, by wire transfer of immediately available funds, the Group I Guaranteed Amount and/or Group II Guaranteed Amount for such Distribution Date. The Co-

Trustee shall deposit any such Group I Guaranteed Amount and/or Group II Guaranteed Amount for such Distribution Date in the Certificate Account and shall distribute such amounts to the Class A-l Certificates and/or Class A-ll Certificates on the related Distribution Date, as applicable, in accordance with the priorities set forth in Section 3.1 5 hereof.

(b) Payments to the Guarantor on each Distribution Date shall be made by wire transfer of immediately available funds to the following Federal Reserve Account: Telegraphic: FNMANYC, ABA: 021 039500, Ref: GR466, 201 1-T01, reimbursement of Guarantor amounts.

Section 3.20 Allocation of Certain Fees and Extraordinarv Trust Ex~enses. If Extraordinary Trust Expenses or other fees or expenses payable by the Trust pursuant to clauses (a)(i) and (vii) and (b)(i) and (vii) of Section 3.1 5 hereof, as applicable, can be allocated to both Loan Groups but the precise amount allocable to each such Loan Group cannot be determined or if Extraordinary Trust Expenses or other fees or expenses payable by the Trust pursuant to clauses (a)(i) and (vii) and (b)(i) and (vii) of Section 3.15 hereof, as applicable, cannot be allocated to a Loan Group, then the amount reimbursed to the applicable parties pursuant to clauses (a)(i) and (vii) and (b)(i) and (vii) of Section 3.15 hereof, as applicable, shall be payable from each Loan Group pro rata, based on the aggregate Certificate Principal Balance of the Certificates relating to each such Loan Group.

Section 3.21 Allocation of Pre~avment lnterest Shortfalls.

(a) With respect to each Distribution Date, the Co-Trustee shall allocate any Prepayment lnterest Shortfalls in respect of the Group I Mortgage Loans for the related Collection Period first, to the Class RV-I Certificates, until the amount of Accrued Certificate lnterest for such Class and such Distribution Date has been reduced to zero, and second to the Class A-l Certificates; provided, however, that any such Prepayment lnterest Shortfalls in respect of the Group I Mortgage Loans allocated to the Class A-l Certificates shall be paid by the Guarantor pursuant to the Guaranty.

(b) With respect to each Distribution Date, the Co-Trustee shall allocate any Prepayment lnterest Shortfalls in respect of the Group II Mortgage Loans for the related Collection Period first, to the Class RV-II Certificates, until the amount of Accrued Certificate lnterest for such Class and such Distribution Date has been reduced to zero, and second to the Class A-I1 Certificates; provided, however, that any such Prepayment lnterest Shortfalls in respect of the Group II Mortgage Loans allocated to the Class A-ll Certificates shall be paid by the Guarantor pursuant to the Guaranty.

Section 3.22 Seller Funded Ex~enses.

(a) No later than 11:OO a.m. New York City time on the Business Day preceding each Distribution Date following receipt of the Distribution Date Statement described in Section 3.18 that indicates a Group I Seller Funded Expense Amount and/or a Group II Seller Funded Expense Amount for such Distribution Date, the Seller shall remit to the Co-Trustee, by wire transfer of immediately available funds, the Group I Seller Funded Expense Amount and/or the Group II Seller Funded Expense Amount for such Distribution Date. The Co-Trustee shall deposit any such Group I Seller Funded Expense Amount and/or Group II Seller Funded Expense Amount for such Distribution Date in the Certificate Account and shall distribute such amounts on the related Distribution Date in accordance with the priorities set forth in Section 3.1 5 hereof.

(b) Payments to the Seller on each Distribution Date shall be made by wire transfer of immediately available funds to the following Federal Reserve Account: Telegraphic: FNMANYC, ABA: 021 039500, Ref: GR466, 201 1-TO1 , reimbursement of Seller expenses.

ARTICLE IV

CONCERNING THE CO-TRUSTEE AND THE DELAWARE TRUSTEE

Section 4.01 General Authoritv. The Delaware Trustee and Co-Trustee shall each have the power and authority and are hereby authorized and directed to execute and deliver the Operative Agreements to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Operative Agreements to which the Trust is to be a party and any amendment or other agreement or instrument described herein all as approved by the Depositor, as evidenced conclusively by delivery of such amendment or agreement to the Delaware Trustee or Co- Trustee for the Delaware Trustee's or Co-Trustee's execution thereof. In addition to the foregoing, the Delaware Trustee and Co-Trustee in the name of and on behalf of the Trust shall also have the power and authority and are hereby authorized and empowered, but shall not be obligated, except as otherwise provided in this Trust Agreement, to take all actions required of the Trust pursuant to the Operative Agreements. The Delaware Trustee and Co-Trustee shall also have the power and authority and is hereby authorized and empowered from time to time to take such actions as the Depositor direct in writing with respect to the Operative Agreements or any amendment thereto. The Delaware Trustee and Co-Trustee shall not be liable for any action taken pursuant to the direction of the Depositor or any Certificateholders. Notwithstanding anything to the contrary set forth in this Section 4.01, the Co-Trustee shall have the power and authority and is hereby authorized and directed to execute and deliver any documents required to be executed by the mortgagee of record of any Mortgage Loan and to take any and all action in connection therewith.

Section 4.02 Duties of Co-Trustee and Delaware Trustee.

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

(b) Each of the Co-Trustee and the Delaware Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Co- Trustee or the Delaware Trustee, as applicable, which are specifically required to be furnished pursuant to any provision of this Trust Agreement, shall examine them to determine whether they are in the form required by this Trust Agreement; provided, however, that neither the Co-Trustee nor the Delaware Trustee shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Co-Trustee or the Delaware Trustee pursuant to this Trust Agreement and shall not be required to recalculate or verify any numerical information furnished to the Co-Trustee or the Delaware Trustee pursuant this Trust 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 Trust Agreement in a material manner the Co-Trustee or the Delaware Trustee, 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 Co-Trustee's or the Delaware Trustee's satisfaction, the Co-

Trustee or the Delaware Trustee, as applicable, will provide notice thereof to the Certificateholders and take such further action as directed by the Certificateholders pursuant to Sections 4.03(d) and 4.03(f).

(c) Neither the Co-Trustee nor the Delaware Trustee shall have any liability arising out of or in connection with this Trust Agreement, except for its negligence, willful misconduct or bad faith. No provision of this Trust Agreement shall be construed to relieve the Co-Trustee or the Delaware Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:

(i) the Co-Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates as provided in Section 6.05 hereof;

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

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

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

(v) Neither the Co-Trustee nor the Delaware Trustee shall be responsible for any act or omission of the Servicer, the Depositor, the Seller, the Guarantor or the Custodians.

(d) The Co-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 Co-Trustee shall promptly remit to the Servicer upon receipt any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate Trust Office of the Co-Trustee, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains information sufficient to permit the Co-Trustee to make a determination that the real property to which such document relates is a Mortgaged Property.

(e) Neither the Co-Trustee nor the Delaware Trustee 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 Co-Trustee or the Delaware Trustee or exercising any trust or power conferred upon the Co-Trustee or the Delaware Trustee under this Trust Agreement.

(f) Neither the Co-Trustee nor the Delaware Trustee shall be required to perform services under this Trust 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 Trust Agreement shall in any event require the Co-Trustee or the Delaware Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Trust Agreement or the Servicing Agreement.

(g) Except as otherwise provided herein, neither the Co-Trustee nor the Delaware Trustee shall have any duty (A) to see to any recording, filing, or depositing of this Trust 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 Estate other than from funds available in the Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Co-Trustee or the Delaware Trustee pursuant to this Trust Agreement or the Servicing Agreement believed by the Co-Trustee or the Delaware Trustee, as applicable, to be genuine and to have been signed or presented by the proper party or parties.

(h) Neither the Co-Trustee nor the Delaware 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 Co-Trustee or the Delaware Trustee, as applicable, unless it shall be proved that the Co-Trustee or the Delaware Trustee, as applicable, was negligent in ascertaining the pertinent facts.

(i) Notwithstanding anything in this Trust Agreement to the contrary, neither the Co-Trustee nor the Delaware 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 Co-Trustee or the Delaware Trustee, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.

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

(k) The duties and obligations of the Co-Trustee and the Delaware Trustee shall be determined solely by the express provisions of this Trust Agreement, neither the Co-Trustee nor the Delaware Trustee shall be liable except for the performance of its duties and obligations as are specifically set forth in this Trust Agreement, no implied duties, covenants or obligations shall be read into this Trust Agreement against the Co-Trustee or the Delaware Trustee and, in the absence of bad

faith on the part of the Co-Trustee or the Delaware Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such party that conform to the requirements of this Trust Agreement.

(I) Notwithstanding anything to the contrary set forth in this Trust Agreement, the Co-Trustee shall be responsible for any actions required to be taken by the mortgagee of record of any Mortgage Loan, provided that such actions may be performed by the Servicer and to the extent so performed, the Co-Trustee shall have no liability to the Trust and provided further that nothing shall limit the indemnity of the Co-Trustee as provided in Section 4.12 of this Trust Agreement for any loss, liability or expense incurred by the Co-Trustee in performance of its obligations to HUD as HUD mortgagee with respect to the Mortgage Loans included in the Trust.

(m) The Trust shall not consent to the appointment of any successor servicer under the Servicing Agreement, and shall not permit any successor servicer to be appointed under the Servicing Agreement, unless such successor servicer (i) certifies in writing that it is an FHA-approved mortgagee and (ii) has agreed, within 15 days of the transfer of servicing, to provide (or cause to be provided) an electronic notice to HUD stating that the servicing of the Mortgage Loans have been transferred to such successor servicer.

(n) The Delaware Trustee has been appointed solely for the purpose of complying with the requirement of the Statutory Trust Statute that the Trust have at least one trustee, which, in the case of a natural person, is a resident of the State of Delaware, or which in all other cases, has its principal place of business in the State of Delaware. Notwithstanding anything to the contrary contained herein, the duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Act, and (iii) the execution and delivery of all documents on behalf of the Trust as provided for herein.

Section 4.03 Certain Matters Affecting the Co-Trustee and the Delaware Trustee.

Except as otherwise provided in Section 4.02:

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

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

(c) Neither the Co-Trustee nor the Delaware Trustee 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 Trust Agreement;

(d) Unless a Servicer Event of Default shall have occurred and be continuing, the Co-Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document (provided the same appears regular on its face), unless requested in writing to do so by the Guarantor or the Holders of at least a majority in Certificate Principal Balance (or Percentage Interest) of each Class of Certificates; provided, however, that, if the payment within a reasonable time to the Co-Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Co-Trustee, not reasonably assured to the Co- Trustee by the security afforded to it by the terms of this Trust Agreement, the Co-Trustee 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 shall not be paid by the Trust Estate.

(e) Each of the Co-Trustee and the Delaware Trustee 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 Co-Trustee and the Delaware Trustee conferred on them by such appointment; provided that each of the Co-Trustee and the Delaware Trustee shall continue to be responsible for its duties and obligations hereunder to the extent provided herein; provided further that the Co-Trustee shall not be responsible for the duties and obligations of the Custodians under this Trust Agreement or the Custodial Agreements, as applicable;

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

(g) The right of the Co-Trustee or the Delaware Trustee to perform any discretionary act enumerated in this Trust Agreement shall not be construed as a duty, and the Co-Trustee or the Delaware Trustee, as applicable, shall not be answerable for other than its negligence, willful misconduct or bad faith in the performance of such act;

(h) Neither the Co-Trustee nor the Delaware Trustee shall be required to give any bond or surety in respect .of the administration of the Trust Estate created hereby or the powers granted hereunder; and

(i) The Co-Trustee shall not have any duty to conduct any affirmative investigation (including, but not limited to, reviewing any reports delivered to the Co-Trustee in connection with the review of the Mortgage Files) as to the occurrence of any condition requiring the repurchase of any Mortgage Loan pursuant to this Trust Agreement, the Mortgage Loan Purchase Agreement or the Servicing Agreement, as applicable, or the eligibility of any Mortgage Loan for purposes of this Trust Agreement.

(j) In the event either the Co-Trustee or the Delaware Trustee deems the nature of any action required on its part to be unclear, the Co-Trustee or the Delaware Trustee, as applicable, may require prior to such action that it be provided by the Depositor with reasonable further written

instructions and the Co-Trustee or the Delaware Trustee shall not be liable to any person for any action or inaction taken in connection with such instructions.

Section 4.04 Co-Trustee and Delaware Trustee Not Liable for Certificates. The Co-Trustee and the Delaware Trustee make no representations as to the validity or sufficiency of this Trust Agreement, the Custodial Agreements, the Servicing Agreement, the Mortgage Loan Purchase Agreement or the Certificates (other than the certificate of authentication on the Certificates) or of any Mortgage Loan or related document, save that the Co-Trustee and the Delaware Trustee represent that, assuming due execution and delivery by the other parties hereto, this Trust 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 gen~rally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The recitals contained herein and in the Certificates (other than the signatures of the Co-Trustee and Delaware Trustee on the Certificates and the acknowledgements of the Co-Trustee contained in Article II) shall not be taken as the statements of the Co-Trustee and Delaware Trustee and the Co-Trustee and Delaware Trustee do not assume any responsibility for their correctness. Neither the Co-Trustee nor the Delaware Trustee shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or of funds paid to the Depositor in consideration of the sale of the Mortgage Loans to the Co-Trustee by the Depositor or for the use or application of any funds deposited into the Certificate Account or any other fund or account maintained with respect to the Certificates. Neither the Co-Trustee nor the Delaware Trustee shall be responsible for the legality or validity of this Trust Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates issued or intended to be issued hereunder. Neither the Co- Trustee nor the Delaware Trustee shall have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Trust Agreement.

A

Section 4.05 Co-Trustee and Delaware Trustee Mav Own Certificates. Each of the Co- Trustee and the Delaware Trustee (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 Co-Trustee, Delaware Trustee or such Affiliate or agent, as applicable.

Section 4.06 Restrictions.

(a) None of the Delaware Trustee, the Co-Trustee or the Depositor (nor an Affiliate thereof) shall take any action (x) that, to the actual knowledge of the Delaware Trustee, the Co-Trustee or the Depositor (as applicable), is inconsistent with the purposes of the Trust set forth in Section 2.03, (y) that, to the actual knowledge of the Delaware Trustee, the Co-Trustee or the Depositor (as applicable), would result in the Trust Estate becoming taxable as a corporation for federal income tax purposes or otherwise subject to federal income taxes at the entity level or (z) that to the actual knowledge of the Delaware Trustee, the Co-Trustee or the Depositor (as applicable) would result in the amendment or modification of this Trust Agreement except as permitted by Section 10.01 hereof. None of the Certificateholders or the Depositor shall direct the Delaware Trustee or the Co-Trustee to take action that would violate the provisions of this Section 4.06 and the Delaware Trustee and Co-Trustee shall have no obligation to follow any such instruction in violation of this Section 4.06. The Delaware Trustee and Co-Trustee shall not be charged with actual knowledge unless a Responsible Officer of the

Delaware Trustee or Co-Trustee, as applicable, has received written notice of such fact, issue or event at the Corporate Trust Office of the Delaware Trustee or Co-Trustee, as applicable.

(b) Except as otherwise permitted by the Operative Agreements, neither the Delaware Trustee nor the Co-Trustee (as applicable) shall convey or transfer any of the Trust's properties or assets, including those included in the Trust Estate, to any person or accept any further contribution to the Trust Estate, unless it shall have received an Opinion of Counsel (which Opinion of Counsel shall not be at the expense of the Delaware Trustee and Co-Trustee) rendered by a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization to the effect that such transaction will not have any material adverse tax consequence to the Trust Estate, the Guarantor or any Certificateholder.

(c) Neither the Delaware Trustee nor the Co-Trustee (as applicable) shall convey or transfer any of Mortgage Loans from the Trust Estate unless the transferee is a HUD Title II Non-Supervised Mortgagee. Within 15 days of such transfer, the Co-Trustee or its designee shall provide an electronic notice to HUD, which notice shall state that the Mortgage Loans have been transferred.

Section 4.07 Prior Notice to Certificateholders with respect to Certain Matters. With respect to the following matters, the Delaware Trustee and Co-Trustee shall not take action unless, at least 10 days before the taking of such action, the Delaware Trustee and Co-Trustee (as applicable) shall have notified the Guarantor and the Certificateholders in writing of the proposed action and neither the Guarantor nor Certificateholders representing more than 50% of the aggregate Certificate Principal Balance of the Certificates shall have notified the Delaware Trustee and Co-Trustee (as applicable) in writing prior to the 10th day after such notice is given that the Guarantor or such Certificateholders have withheld consent or provided alternative direction:

(a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection.with the collection of cash distributions due and owing under the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Mortgage Loans);

(b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

(c) the transfer of record ownership of any Mortgage Loan from the Co-Trustee to another FHA-approved mortgagee.

Section 4.08 Re~resentations and Warranties.

(a) The Delaware Trustee (in its individual capacity) hereby represents and warrants to the Depositor, the Seller, the Guarantor and the Co-Trustee, for the benefit of the Certificateholders, that:

(i) It is a national banking association duly organized and validly existing in good standing under the laws of the United States. It has all requisite power and authority to execute, deliver and perform its obligations under this Trust Agreement;

(ii) It has taken all corporate action necessary to authorize the execution and delivery by it of this Trust Agreement, and this Trust Agreement will be executed and delivered by

one of its officers who is duly authorized to execute and deliver this Trust Agreement on its behalf;

(iii) Neither the execution nor the delivery by it of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal law, governmental rule or regulation governing the banking or trust powers of the Delaware Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound;

(iv) This Trust Agreement, assuming due authorization, execution and delivery by the Depositor, the Seller, the Guarantor and the Co-Trustee, constitutes a valid, legal and binding obligation of the Delaware Trustee, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency other than the filing of the Certificate of Trust with the Secretary of State, which has already been filed;

(vi) The Delaware Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition

. . (financial or other) or operations of the Delaware Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder; and

(vii) No litigation is pending or, to the best of the Delaware Trustee's knowledge, threatened against the Delaware Trustee which would prohibit its entering into this Trust Agreement or performing its obligations under this Trust Agreement.

(b) The Co-Trustee (in its individual capacity) hereby represents and warrants to the Depositor, the Seller, the Guarantor and the Delaware Trustee, for the benefit of the Certificateholders, that

(i) It is a national banking association duly organized and validly existing in good standing under the laws of the United States.

(ii) It has taken all corporate action necessary to authorize the execution and delivery by it of this Trust Agreement, and this Trust Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Trust Agreement on its behalf;

(iii) Neither the execution nor the delivery by it of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal law, governmental rule or regulation

governing the banking or trust powers of the Co-Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound;

(iv) This Trust Agreement, assuming due authorization, execution and delivery by the Depositor, the Seller, the Guarantor and the Delaware Trustee, constitutes a valid, legal and binding obligation of the Co-Trustee, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other a'ction with respect to, any governmental authority or agency;

(vi) The Co-Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Co-Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder;

(vii) It is an FHA-approved mortgagee; and

(viii) No litigation is pending or, to the best of the Co-Trustee's knowledge, threatened against the Co-Trustee which would prohibit its entering into this Trust Agreement or performing its obligations under this Trust Agreement.

Section 4.09 Not Actina in Individual Ca~acitv. Except as provided in this Article IV, in accepting the trusts hereby created U.S. Bank Trust National Association acts solely as Delaware Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Trust Agreement or any Operative Agreement shall look only to the Trust Estate for payment or satisfaction thereof. Except as provided in this Article IV, in accepting the trusts hereby created U.S. Bank National Association acts solely as Co-Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Co-Trustee by reason of the transactions contemplated by this Trust Agreement or any other Operative Agreement shall look only to the Trust Estate for payment or satisfaction thereof.

Section 4.10 Doina Business in Other Jurisdictions. Notwithstanding anything contained herein to the contrary, neither U.S. Bank Trust National Association nor the Delaware Trustee shall be required to take any action in any jurisdiction if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any such jurisdiction other than the State of Delaware becoming payable by the Delaware Trustee or (iii) subject the Delaware Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Delaware Trustee contemplated hereby. The Delaware Trustee shall be entitled to seek the opinion of counsel as

to such matters and, based on such advice of counsel appoint a co-trustee or separate trustee in accordance with Section 4.1 7 of this Trust Agreement to proceed with such actions in such jurisdiction.

Section 4.1 1 Fees and Expenses. The Delaware Trustee shall receive, as compensation for its services hereunder, a fee payable by the Co-Trustee. The Co-Trustee shall receive, as compensation for its services hereunder, the Co-Trustee Fee. The Delaware Trustee and Co-Trustee shall be entitled to reimbursement of any expenses incurred by it in the performance of its duties hereunder (including, but not limited to, reasonable fees and expenses of counsel) as set forth in Section 4.12 hereof.

Section 4.1 2 Indemnification.

(a) The Trust shall indemnify, defend and hold harmless the Delaware Trustee and the Co- Trustee and their respective successors, assigns, agents and servants (collectively, the "lndemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (which, for the avoidance of doubt, shall include any of the foregoing relating to the acquisition, ownership or disposition of the Trust Estate by the Co- Trustee) (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against any lndemnified Party in any way relating to or arising out of this Trust Agreement, the Operative Agreements, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Delaware Trustee and the Co-Trustee hereunder; provided, that with respect to the Trust:

(i) the Trust shall not be liable for or be required to indemnify an lndemnified Party from and against Expenses (x) arising or resulting from the negligence, willful misconduct or bad faith on the part of an lndemnified Party (y) which constitute overhead or internal costs and expenses incurred in the performance of or in connection with the acceptance or administration of the Trust and in the ordinary course of performing its duties as set forth in the Operative Agreements or (z) as a result of any inaccuracy of a representation or warranty of the Delaware Trustee contained in Section 4.08 expressly made by the Delaware Trustee or as a result of any inaccuracy of a representation or warranty of the Co-Trustee contained in Section 4.08 expressly made by the Co-Trustee,

(ii) with respect to any such claim, the lndemnified Party shall have given the Trust written notice thereof promptly after the lndemnified Party shall have actual knowledge thereof,

(iii) while maintaining control over its own defense, the Trust shall consult with the lndemnified Party in preparing such defense; and

(iv) notwithstanding anything in this Trust Agreement to the contrary, the Trust shall not be liable for settlement of any claim by an lndemnified Party entered into without the prior consent of the Trust which consent shall not be unreasonably withheld.

(b) The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee or the Co-Trustee or the termination of this Trust Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 4.12, the Delaware Trustee's or the Co-Trustee's choice of legal counsel, if other than the legal counsel retained by the Delaware Trustee or the Co-Trustee in connection with the execution and delivery of this Trust Agreement, shall be subject to the approval of the Depositor, which approval shall not be unreasonably withheld. In addition, upon written notice to the Delaware Trustee or the Co-Trustee and with the

consent of the Delaware Trustee or the Co-Trustee, as applicable, which consent shall not be unreasonably withheld, the Trust has the right to assume the defense of any claim, action or proceeding against the Delaware Trustee or the Co-Trustee. Any amounts paid to the Delaware Trustee or the Co-Trustee pursuant to this Article IV shall be deemed not to be a part of the Trust Estate immediately after such payment.

(c) Any Expenses payable to the Co-Trustee or Delaware Trustee pursuant to this Section 4.12 shall be paid as Extraordinary Trust Expenses in accordance with the priorities set forth in Sections 3.1 5 and 3.20 hereof.

(d) To the extent the Co-Trustee or Delaware Trustee incur any loss, liability or expense in respect of any action or inaction of a Servicer in connection with the Mortgage Loans, the Co-Trustee or Delaware Trustee, as applicable, shall be indemnified or otherwise reimbursed by the Trust for action or inaction of such Servicer. Any amounts payable to the Co-Trustee or Delaware Trustee, as applicable, pursuant to this Section 4.12(d) shall be as Extraordinary Trust Expenses in accordance with the priorities set forth in Section 3.1 5 hereof.

Section 4.13 Eliaibilitv Reauirements for Delaware Trustee and Co-Trustee.

(a) The Delaware Trustee shall at all times be a corporation or banking association satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities; and having (or having a parent that has) a rating of at least investment grade by S&P. If such corporation or banking association shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation or 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 Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 4.13(a), the Delaware Trustee shall resign immediately in the manner and with the effect specified in Section 4.14(a).

(b) The Co-Trustee shall at all times be an FHA-approved mortgagee, authorized to exercise trust powers; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities; and having (or having a parent that has) a rating of at least investment grade by S&P. If such entity shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such entity 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 Co-Trustee shall cease to be eligible in accordance with the provisions of this Section 4.1 3(b), the Co-Trustee shall resign immediately in the manner and with the effect specified in Section 4.14(b).

Section 4.14 Re~la~ement of Delaware Trustee and Co-Trustee.

(a) Re~k3~ement of Delaware Trustee.

(i) The Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Depositor, the Co-Trustee, the Seller and the Guarantor; provided, however, that such resignation and discharge shall only be

effective upon the appointment of a successor Delaware Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Delaware Trustee (with the prior written consent of the Guarantor), by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Delaware Trustee and to the successor Delaware Trustee. If no successor Delaware Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Delaware Trustee may petition any court of competent jurisdiction for the appointment of a successor Delaware Trustee.

(ii) If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 4.13(a) and shall fail to resign after written request therefor by the Depositor, or if at any time the Delaware Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Delaware Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Delaware Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may, or at the request of the Guarantor, shall, remove the Delaware Trustee. If the Depositor shall remove the Delaware Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Delaware Trustee (approved in writing by the Guarantor) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Delaware Trustee so removed and one copy to the successor Delaware Trustee.

(iii) Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Delaware Trustee pursuant to Section 4.1 5 and payment of all fees and expenses owed to the outgoing Delaware Trustee.

(b) Re~lacement of Co-Trustee.

(i) The Co-Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Depositor, the Delaware Trustee, the Seller and the Guarantor; provided, however, that such resignation and discharge shall only be effective upon the appointment of a successor Co-Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Co-Trustee (with the prior written consent of the Guarantor), by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Co-Trustee and to the successor Co-Trustee. If no successor Co- Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Co-Trustee may petition any court of competent jurisdiction for the appointment of a successor Co-Trustee.

(ii) If at any time the Co-Trustee shall cease to be eligible in accordance with the provisions of Section 4.13(b) and shall fail to resign after written request therefor by the Depositor, or if at any time the Co-Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Co-Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Co-Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may, or at the request of the Guarantor, shall, remove the Co-Trustee. If the Depositor shall remove the Co-Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Co-Trustee (approved in writing by the Guarantor) by written instrument, in duplicate,

one copy of which instrument shall be delivered to the outgoing Co-Trustee so removed and one copy to the successor Co-Trustee.

(iii) Any resignation or removal of the Co-Trustee and appointment of a successor Co-Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Co-Trustee pursuant to Section 4.1 5 and payment of all fees and expenses owed to the outgoing Co-Trustee.

Section 4.1 5 Successor Delaware Trustee and Co-Trustee.

(a) Successor Delaware Trustee.

(i) Any successor Delaware Trustee appointed pursuant to Section 4.14(a) shall execute, acknowledge and deliver to the Depositor and to its predecessor Delaware Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Delaware Trustee shall become effective, and such successor Delaware Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Delaware Trustee. The predecessor Delaware Trustee shall, upon payment of its fees and expenses, deliver to the successor Delaware Trustee all documents and statements and monies held by it under this Trust Agreement, if any; and the predecessor Delaware Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Delaware Trustee all such rights, powers, duties and obligations.

(ii) No successor Delaware Trustee shall accept appointment as provided in this Section 4.1 5(a) unless at the time of such acceptance such successor Delaware Trustee shall be eligible pursuant to Section 4.13(a). Any successor Delaware Trustee shall file an amendment to the Certificate of Trust with the Secretary of State if required by the Statutory Trust Statute.

(iii) Upon acceptance of appointment by a successor Delaware Trustee pursuant to this Section 4.15(a), the Co-Trustee shall mail notice thereof to all Certificateholders. If the Co- Trustee shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Delaware Trustee, the successor Delaware Trustee shall cause such notice to be mailed at the expense of the Delaware Trustee.

(b) Successor Co-Trustee.

(i) Any successor Co-Trustee appointed pursuant to Section 4.14(b) shall execute, acknowledge and deliver to the Depositor and to its predecessor Co-Trustee an instrument accepting such appointment under this Trust Agreement, and thereupon the resignation or removal of the predecessor Co-Trustee shall become effective, and such successor Co-Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Trust Agreement, with like effect as if originally named as Co-Trustee. The predecessor Co-Trustee shall, upon payment of its fees and expenses, deliver to the successor Co-Trustee all documents and statements and monies held by it under this Trust Agreement, if any; and the predecessor Co-Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and

certainly vesting and confirming in the successor Co-Trustee all such rights, powers, duties and obligations.

(ii) No successor Co-Trustee shall accept appointment as provided in this Section 4.15(b) unless at the time of such acceptance such successor Co-Trustee shall be eligible pursuant to Section 4.1 3(b).

(iii) Upon acceptance of appointment by a successor Co-Trustee pursuant to this Section 4.15(b), the Delaware Trustee shall mail notice thereof to all Certificateholders. If the Delaware Trustee shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Co-Trustee, the successor Co-Trustee shall cause such notice to be mailed at the expense of the Co-Trustee.

Section 4.16 Meraer or Consolidation of Delaware Trustee or Co-Trustee. Notwithstanding anything contained herein to the contrary, any Person into which the Delaware Trustee or Co-Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Delaware Trustee or Co-Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Delaware Trustee or Co-Trustee, shall be the successor of the Delaware Trustee or Co-Trustee (as applicable) hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto; provided, that such Person shall be eligible pursuant to Section 4.13 and, provided, further, that (i) the Delaware Trustee files an amendment to the Certificate of Trust if and as required by the Statutory Trust Statute and (ii) with respect to any such merger, consolidation or succession to the business of the Co- Trustee, the Depositor shall provide an electronic notice to HUD, which notice shall state that the Mortgage Loans have been transferred to the Person surviving such merger or consolidation or the Person that succeeded to the business of the Co-Trustee (to the extent such Person's name is different than that of the Co-Trustee).

Section 4.17 Aooointment of Additional Co-Trustee or Se~arate Trustee. Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Co-Trustee shall have the power and authority and is hereby authorized to execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Co-Trustee, or as separate trustee or trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Co-Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor Co-Trustee pursuant to Section 4.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 4.1 5.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) All rights, powers, duties and obligations conferred or imposed upon the Co- Trustee shall be conferred upon and exercised or performed by the Co-Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Co-Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Co-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 Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Co-Trustee;

(ii) No trustee under this Trust Agreement shall be personally liable by reason of any act or omission of any other trustee under this Trust Agreement; and

(iii) The Co-Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Co-Trustee shall be deemed to have been given to each of then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Trust Agreement and the conditions of this Article IV. 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 Co-Trustee or separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Co-Trustee. Each such instrument shall be filed with the Co-Trustee.

Any separate trustee or co-trustee may at any time appoint the Co-Trustee as 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 Trust Agreement on its behalf and in its name. If any separate trustee or co- trustee 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 Co-Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

ARTICLE V

CONCERNING THE CERTIFICATEHOLDERS AND THE GUARANTOR

Section 5.01 Limitation on Riahts of Holders

(a) The death or incapacity of any Certificateholder shall not operate to terminate this Trust Agreement or the Trust Estate, 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 Estate, 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 Co-Trustee, the Delaware Trustee or the operation and management of the Trust Estate, 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 have any liability to any third person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof.

(b) To the fullest extent permitted by law, no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue of or by availing itself of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless such Holder previously shall have given to the Co-Trustee a written notice of a Servicer Event of Default and of the continuance thereof, as hereinbefore provided, and unless, except as otherwise specified herein, the Holders of Certificates evidencing not less than 50% of the Certificate Principal Balance of Certificates of each Class affected thereby shall have made written request upon the Co-Trustee to institute such action, suit or proceeding in its own name as Co-Trustee hereunder and shall have offered to the Co-Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Co-Trustee, for sixty days after its receipt of such notice, request and offer of indeinnity, 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 Co-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 and the Co-Trustee, to the fullest extent permitted by law, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of or by availing itself of any provision of this Trust 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 Trust 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 Co-Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 5.02 Access to List of Holders

(a) If the Guarantor or three or more Certificate Owners (hereinafter referred to as "Applicants") apply in writing to the Co-Trustee, and such application states that the Applicants desire to communicate with other Holders with respect to their rights under this Trust Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Co-Trustee shall, within five Business Days after the receipt of such application, afford such Applicants reasonable access during the normal business hours of the Co-Trustee to the

most recent list of Certificateholders held by the Co-Trustee 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.

(b) Every Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving and holding a Certificate, agrees with the Depositor, the Servicer, the Guarantor, the Seller, the Co-Trustee and the Delaware Trustee that none of the Depositor, the Servicer, the Guarantor, the Seller, the Co- Trustee and the Delaware 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 5.03 Acts of Certificateholders

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Trust Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Co-Trustee and the Delaware Trustee. 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 Trust Agreement and conclusive in favor of the Co-Trustee and the Delaware Trustee, if made in the manner provided in this Section and delivered thereto. Each of the Co-Trustee and the Delaware Trustee shall promptly notify the other of receipt of any such instrument by it, and shall promptly forward a copy of such instrument to the other.

(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 ackrrowledgments 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 Co-Trustee or the Delaware Trustee deems sufficient. 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 Co-Trustee) shall be proved by the Certificate Register, and neither the Co-Trustee nor the Delaware Trustee shall be affected by any notice to the contrary.

(c) 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 Co-Trustee or the Delaware Trustee in reliance thereon, whether or not notation of such action is made upon such Certificate.

Section 5.04 Riclhts of the Guarantor The Certificateholders agree that, upon the Guarantor paying any Guaranteed Amount under the Guaranty with respect to the Certificates of a Certificate Group and until such time as the Guarantor has been paid in full for all related Guaranteed Amounts, the Guarantor shall be entitled to exercise such Certificateholders' rights regarding the giving of any consent

under this Trust Agreement or the Servicing Agreement, the making of any direction under this Trust Agreement or the Servicing Agreement or the exercise of any voting or other control rights otherwise given to such Certificateholders under this Trust Agreement or the Servicing Agreement without any further consent of such Certificateholders, and such Certificateholders, by acceptance of their respective Certificates, shall be deemed to have hereby agreed that they shall not exercise any of such rights without the prior written consent of the Guarantor under such circumstances. However, if a Guarantor Event of Default should occur and be continuing, then (i) the previous sentence shall cease to apply until such Guarantor Event of Default is cured and (ii) any voting or other control rights otherwise granted to the Guarantor (had a Guarantor Event of Default not occurred) shall be given to the Holders of the Certificates evidencing not less than 51% of the aggregate Certificate Principal Balance of the Certificates, provided that such Holders of the Certificates shall not amend this Trust Agreement in any manner or consent to any amendment of this Trust Agreement, in each case which could adversely affect the Guarantor without the prior written consent of the Guarantor. The Guarantor shall provide prompt written notice to the Co-Trustee and the Delaware Trustee of any occurrence whereby the Guarantor intends to exercise any rights provided by this Section 5.04 and of any Guarantor Event of Default that has occurred and is continuing.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01 Servicer Events of Default. Upon the occurrence of any Servicer Event of Default, so long as such Servicer Event of Default shall not have been remedied, the Co-Trustee, by notice in writing to the Servicer, may, and at the direction of the Guarantor or Certificateholders representing more than 50% of the Certificate Principal Balance of the Certificates shall, terminate all the rights and obligations of the Servicer under the Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof. In the event of the removal of the Servicer in accordance with the previous sentence, a successor Servicer shall be appointed by the Co-Trustee (with the consent of the Guarantor) in accordance with in accordance with the provisions of the Servicing Agreement.

Section 6.02 Additional Remedies of Co-Trustee Upon Servicer Event of Default. During the continuance of any Servicer Event of Default, so long as such Servicer Event of Default shall not have been remedied, the Co-Trustee, in addition to the rights specified in Section 6.01 and in the Servicing Agreement, shall have the right, in its own name and as co-trustee of the Trust Estate, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Trust Agreement and the Servicing Agreement, no remedy provided for by this Trust 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 Servicer Event of Default.

Section 6.03 Waiver of Servicer Events of Default. The Guarantor or Certificateholders representing more than 50% of the aggregate Certificate Principal Balance of the Certificates may waive any Servicer Event of Default of a Servicer under the Servicing Agreement, except that a default in the making of any required deposit to the Certificate Account that would result in a failure of the Co-Trustee to make any required payment of principal of or interest on the Certificates may only be waived with the consent of Certificateholders representing 100% of the aggregate Certificate Principal Balance of the Certificates or the Guarantor. Upon any such waiver of a past default, such default shall cease to exist, and any event of default under the Servicing Agreement arising therefrom shall be deemed to have been remedied for every purpose of the Servicing Agreement andlor this Trust Agreement, as applicable. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

Section 6.04 Notification to Holders. Upon termination of the Servicer or appointment of a successor to the Servicer, in each case as provided herein and in the Servicing Agreement, the Co- Trustee shall promptly mail notice thereof by first class mail to the Certificateholders at their respective addresses appearing on the Certificate Register. The Co-Trustee shall also, when a Responsible Officer of the Co-Trustee has actual knowledge of the occurrence of an Servicer Event of Default, give written notice thereof to the Certificateholders, unless such Servicer Event of Default shall have been cured or waived prior to the issuance of such notice.

Section 6.05 Directions bv Certificateholders and Duties of Co-Trustee Durina Servicer Event of Default. Subject to the provisions of Sections 5.01, 5.04 and 6.03 hereof, during the continuance of any Servicer Event of Default, the Guarantor or Holders of Certificates evidencing not less than 25% of

the aggregate Certificate Principal Balance of each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Co-Trustee, or exercising any trust or power conferred upon the Co-Trustee, under this Trust Agreement; provided, however, that the Co-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 Trust 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 Servicer or any successor servicer from its rights and duties as Servicer under the Servicing Agreement) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Co-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 5.01, the Co-Trustee shall have the right to decline to follow any such direction if the Co-Trustee, in accordance with an Opinion of Counsel, (a) determines that the action or proceeding so directed may not lawfully be taken or (b) in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

Section 6.06 Action U ~ o n Certain Failures of the Servicer and Upon Servicer Event of Default

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

ARTICLE VII

[RESERVED]

ARTICLE Vlll

TERMINATION OF TRUST

Section 8.01 Termination of Trust Upon Auction or Liquidation of All Mortaaae Loans.

(a) The Trust shall dissolve upon the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust and the disposition of all RE0 Property, (ii) the distribution of proceeds in connection with the exercise of the Auction Call pursuant to Section 8.01(d), (iii) upon the Servicer determination set forth in Section 8.02 and (iv) the Distribution Date immediately following the Latest Possible Maturity Date. Any termination of the Trust shall be carried out in such a manner so that the termination of each REMlC included therein shall qualify as a "qualified liquidation" under the REMlC Provisions. Upon the dissolution of the Trust upon the occurrence of (i), (ii), (iii) or (iv) in the previous sentence, the Trust shall be wound up as provided for herein and in Section 3808(e) of the Statutory Trust Statute and the Trust and this Trust Agreement shall terminate in accordance with Section 8.01 (e).

(b) In connection with an exercise of the Auction Call, the Co-Trustee shall cause each REMlC to adopt a plan of complete liquidation by complying with the provisions of Section 8.03.

(c) The Depositor, the Servicer, the Co-Trustee, the Delaware Trustee, the Credit Risk Manager, the Guarantor and the Custodians shall be reimbursed from the Auction Call Price for any accrued and unpaid fees or other amounts that are reimbursable to such parties under this Trust Agreement or any Operative Agreement prior to distributions to any Certificateholder.

(d) On the first Distribution Date following the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans in either Loan Group is less than or equal to 1 % of the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the Cut-off Date, the Co-Trustee shall conduct an auction (the "Auction Call") to sell the Mortgage Loans in such Loan Group and the other related assets in the Trust in accordance with the procedures set forth in Section 8.04 hereof. The Co-Trustee shall solicit good faith bids for the Mortgage Loans in such Loan Group and the other related assets of the Issuer from at least three institutions that are regular purchasers and/or sellers in the secondary market of home equity conversion reverse mortgage loans; provided, however, any institution that submits a bid must be a HUD approved mortgagee. Prior to conducting the auction, the Co-Trustee shall obtain from the Guarantor the fair market value, as determined by the Guarantor in its sole discretion (the "Special Termination Amount"), of the Mortgage Loans in such Loan Group which have a Stated Principal Balance of zero as a result of the Guarantor having made a payment in respect of the Guaranty in connection with the related Foreclosure Sale Date or the liquidation of such Mortgage Loan for less than the Stated Principal Balance thereof prior to the related Foreclosure Sale Date or with respect to any such Mortgage Loan which is an Assigned Mortgage Loan with respect to which the related FHA insurance proceeds were received.

(i) The Co-Trustee shall sell the Mortgage Loans in the applicable Loan Group to the institution with the highest bid exceeding an amount equal to the outstanding aggregate Certificate Principal Balance of the related Certificates, plus all Accrued Certificate lnterest thereon at the related Certificate lnterest Rate, plus any related outstanding advances, fees and expenses due to the Servicer, Co-Trustee, Delaware Trustee, Custodians, Credit Risk Manager or Guarantor, plus the Special Termination Amount (collectively, the "Par Value"). If less than three bids are received or the highest bid received is less than the Par Value, the Co-Trustee

shall not sell the Mortgage Loans and the other assets in the Trust in respect of the applicable Loan Group. However, the Co-Trustee shall continue conducting auctions every six months until the earlier of (a) the completion of a successful auction and (b) the aggregate Stated Principal Balance of the Mortgage Loans in the applicable Loan Group is reduced to zero.

(ii) All amounts received by the Co-Trustee in respect of any Auction Call shall be deposited in the Certificate Account and shall be paid to related Certificateholders and the other transaction parties on the following Business. Day.

(iii) Notwithstanding anything to the contrary herein, Fannie Mae shall not be permitted to bid in any Auction Call for either Loan Group.

(e) Upon the winding up of the Trust and compliance with Section 3808(e) of the Statutory Trust Statute by the Co-Trustee, the Depositor or its designee shall provide written notice thereof to the Delaware Trustee, and shall direct the Delaware Trustee to, and the Delaware Trustee shall, at the expense of the Depositor or its designee, cause the Certificate of Trust to be cancelled by executing and filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 381 0(c) of the Statutory Trust Statute. The Delaware Trustee shall be the only trustee required to execute the certificate of cancellation. Upon the filing of the certificate of cancellation, the Trust and this Trust Agreement (other than as otherwise permitted herein) shall terminate and be of no further force or effect. The Depositor or its designee shall provide the Co-Trustee with appropriate forms of assignments in connection with the disposition or conveyance of any part of the Trust Estate, and the Co-Trustee shall be entitled to conclusively rely upon the adequacy of such assignments. Any reasonable expenses incurred by the Co-Trustee in connection with the liquidation of the Trust shall be reimbursed from proceeds received from the liquidation of the Trust. Any termination of the Trust in connection with an Auction Call or involving any other sale of assets of the Trust prior to the final payment or other liquidation of the last Mortgage Loan remaining in the Trust shall be subject to the additional requirements set forth in Section 8.03.

Section 8.02 Procedure U ~ o n Redem~tion and Termination of Trust Estate.

(a) If on any Determination Date the Servicer determines that there are no outstanding Mortgage Loans, and no other funds or assets in the Trust (including, without limitation, any RE0 Property) other than the funds in the Certificate Account, the Servicer shall direct the Co-Trustee promptly to send a final distribution notice to each Certificateholder and the Guarantor. 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 3.1 5 will be made upon presentation and surrender of the Certificates at the Co-Trustee'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 Co-Trustee therein specified. The Co-Trustee shall give such notice to the Depositor, the Seller, the Guarantor, the Delaware Trustee and the Servicer at the time such notice is given to Holders of the Certificates. Upon any such termination, the duties of the Co-Trustee with respect to the Certificates shall terminate.

(b) Upon termination of the Trust in accordance with Section 8.01, the Co-Trustee shall terminate the Certificate Account and any other account or fund maintained with respect to the Certificates, subject to the Co-Trustee's -obligation hereunder to hold all amounts payable to Certificateholders in trust without interest pending such payment.

(c) 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 Co-Trustee 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 Co-Trustee 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 Co-Trustee 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 Co-Trustee 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.

(d) Any reasonable expenses incurred by the Co-Trustee in connection with the termination and liquidation of the Trust shall be reimbursed from proceeds received from the liquidation of the Trust.

Section 8.03 Additional Termination Reauirements.

(a) Any termination of the Trust in connection with an Auction Call or involving any other sale of assets of the Trust prior to the final payment or other liquidation of the last Mortgage Loan remaining in the Trust shall be effected in accordance with the following additional requirements, unless the Co- Trustee receives an Opinion of Counsel (at the expense of the party exercising any right of termination), addressed to the Co-Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 8.03 will not result in an Adverse REMIC Event:

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

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

(iii) On the date specified for final payment of the Certificates, the Co-Trustee shall make final distributions of principal and interest on the Certificates in accordance with Section 3.15 and, after payment of, or provision for payment of any outstanding expenses, distribute or credit, or cause to be distributed or credited, to the beneficial owners of the Class RV Certificates all cash on hand after such final payment (other than cash retained to meet claims); and

(iv) In no event may the final payment on or credit to the Certificates or the final distribution or credit to the beneficial owners of the Class RV 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 Class RV Certificate, each beneficial owner thereof hereby agrees to accept the plan of complete liquidation adopted by the Co-Trustee under this Section and to take such other action in connection therewith as may be reasonably requested by the Co-Trustee or a Servicer.

ARTICLE IX

REMlC ADMINISTRATION

Section 9.01 REMlC Elections.

REMlC I

The Co-Trustee shall elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Trust Agreement as a REMlC for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." The Class RV-I Certificate shall represent the sole class of "residual interests" in REMlC I for purposes of the REMlC Provisions. The Class A-l Certificates shall evidence ownership of the "regular interests" in REMlC I. The following table irrevocably sets forth the designation, the Certificate lnterest Rate, the Original Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-I (a)(4)(iii), the "latest possible maturity date" for the Class A-l Certificates.

Certificate Interest Original Certificate Latest Possible Designation Rate Principal Balance Maturity ate"'

Class A-l (2) $8,755,528,440.00 June 2061

(I) For purposes of Section 1.860G-l(a)(4)(iii) of the Treasury Regulations. The latest possible maturity

date may or may not match the final maturity date as set forth on the face of the related Certificates.

(') Calculated in accordance with the definition of "Certificate lnterest Rate" herein.

The Co-Trustee shall elect to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Trust Agreement as a REMlC for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC 11." The Class RV-II Certificate shall represent the sole class of "residual interests" in REMlC II for purposes of the REMlC Provisions. The Class A-ll Certificates shall evidence ownership of the "regular interests" in REMlC II. The following table irrevocably sets forth the designation, the Certificate lnterest Rate, the Original Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G- I (a)(4)(iii), the "latest possible maturity date" for the Class A-ll Certificates.

Certificate Interest Original Certificate Latest Possible Designation Rate Principal Balance Maturity ate'" Class A-ll (2) $468,283,173.00 June 2061

") For purposes of Section 1.860G-l(a)(4)(iii) of the Treasury Regulations. The latest possible maturity date may or may not match the final maturity date as set forth on the face of the related Certificates.

'" Calculated in accordance with the definition of "Certificate lnterest Rate" herein.

Section 9.02 REMlC Administration.

(a) Each REMlC election as set forth in Section 9.01 shall be made by the Co-Trustee on Form 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 Trust REMlC shall be as designated in the Section 9.01.

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(b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMlC within the meaning of section 860G(a)(9) of the Code.

(c) The Co-Trustee shall pay any and all tax related expenses (not including taxes) of each Trust REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each Trust REMlC 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 or professional fees related to non-routine audits, any administrative or judicial proceedings or litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence, bad faith or willful misconduct of the Co-Trustee in fulfilling its duties hereunder. The Co-Trustee shall be entitled to reimbursement of expenses to the extent provided above from the Certificate Account.

(d) The Co-Trustee shall prepare, sign and file, each Trust REMIC's federal and state tax and information returns as the direct representative of each Trust REMIC, and bear any related expenses of preparing and filing such returns.

(e) The Holder of each Class of Class RV Certificates at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMlC Provisions (the "Tax Matters Person") with respect to the related Trust REMlC and shall act as Tax Matters Person for such Trust REMIC. The Co-Trustee, as agent for the Tax Matters Person, shall perform on behalf of each Trust REMlC all reporting and other tax compliance duties that are the responsibility of each Trust REMlC under the Code, the REMlC 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 REMlC Provisions, or other such guidance, the Co-Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Class RV Certificate to any disqualified person or organization and (ii) to the beneficial owner of a Certificate such information or reports as are required by the Code or REMlC Provisions. The Co-Trustee shall represent each Trust REMlC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of each Trust REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any Trust REMlC and otherwise act on behalf of each Trust REMlC in relation to any tax matter involving the Issuer. The Co-Trustee, upon the request of the Tax Matters Person, will prepare and timely provide to the Tax Matters Person such information as is necessary to calculate daily accrual information for the Class RV Certificates for any calendar quarter.

(f) The Co-Trustee and the beneficial owners of the Class RV Certificates shall take any action or cause any Trust REMlC to take any action necessary to create or maintain the status of each Trust REMlC as a REMlC under the REMlC Provisions, subject to the Co-Trustee's and Class RV Certificateholder's obligations and duties hereunder, and shall assist each other as necessary to create or maintain such status. Neither the Co-Trustee nor the beneficial owner of any Class RV Certificate shall take any action, cause any Trust REMlC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMlC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMlC Event unless the Co-Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action shall not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any Trust REMlC or the assets therein, or causing any Trust REMlC to take any action, which is not expressly permitted under the terms of this Trust Agreement, any beneficial owner of a

Class RV Certificate shall consult with the Co-Trustee, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMlC Event to occur with respect to the related Trust REMIC, and no such Person shall take any such action or cause any Trust REMlC to take any such action as to which the Co-Trustee has advised it in writing that an Adverse REMlC Event could occur.

(g) Each Holder of the Class RV Certificate shall pay when due any and all taxes imposed on th$ related Trust REMlC by federal or state governmental authorities. To the extent that such taxes are not paid by such Class RV Certificateholder, the Co-Trustee shall pay any remaining REMlC taxes out of current or future amounts otherwise payable to the Holder of the related Class RV Certificates or, if no such amounts are available, out of other amounts held in the Certificate Account, and to that extent shall reduce amounts otherwise payable to Holders of regular interests in the related Trust REMIC.

(h) The Co-Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each Trust REMlC on a calendar year and on an accrual basis.

(i) No additional contributions of assets shall be made to any Trust REMIC. The Co-Trustee shall not enter into any arrangement by which any Trust REMlC shall receive a fee or other compensation for services.

(j) The Co-Trustee shall apply for an Employee Identification Number from the Internal Revenue Service via a Form S S 4 or other acceptable method for all tax entities and shall complete and timely file the Form 881 1.

Section 9.03 Prohibited Transactions and Activities.

None of the Issuer or the Co-Trustee shall sell, dispose of, or substitute the Mortgage Loans, including, without limitation any sale or disposition contemplated by any other section of this Trust Agreement, except in a disposition pursuant to (i) the bankruptcy of the Issuer or (ii) the termination of any Trust REMlC pursuant to this Trust Agreement nor acquire any assets for any Trust REMIC, nor except as set forth in this Trust Agreement, sell or dispose of any investments in the Collection Account for gain, nor accept any contributions to any Trust REMlC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, acquisition, substitution or acceptance) that such sale, disposition, acquisition, substitution or acceptance shall not (a) affect adversely the status of any Trust REMlC as a REMlC or of the interests therein other than the related Class RV Certificates as the regular interests therein, (b) affect the payment of interest or principal on the Class A Certificates, (c) result in the encumbrance of the assets transferred or assigned to the Issuer (except pursuant to the provisions of this Trust Agreement) and (d) cause any Trust REMlC to be subject to a tax on prohibited transactions or prohibited contributions pursuant to the REMlC Provisions.

Section 9.04 Co-Trustee Obliaations with resDect to Certain Taxes and Loss of REMlC Status.

In the event that any tax is imposed on "prohibited transactions1' of any Trust REMlC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of any Trust REMlC as defined in Section 860G(c) of the Code, on any contribution to any Trust REMlC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed (collectively "Tax Losses"), such Tax Losses shall be paid by the Co-Trustee, solely to the extent that such Tax Losses arise out of or result from a breach by the Co-Trustee of any of its obligations under this Trust Agreement, which breach

constitutes negligence, bad faith or willful misconduct of the Co-Trustee; provided, however, that the Co- Trustee shall not be liable for any such Tax Losses attributable to the action or inaction of the Issuer or the Holder of the related Class RV Certificates, as applicable, nor for any such Tax Losses resulting from misinformation provided by the Holder of the related Class RV Certificates on which the Co-Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of the Class RV Certificates now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Co-Trustee 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 Trust Agreement, (2) for any Tax Losses other than arising out of a negligent performance by the Co-Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Class A Certificates).

ARTICLE X

MISCELLANEOUS

Section 10.01 Amendments.

(a) This Trust Agreement may be amended from time to time by written agreement between the Depositor, the Seller, the Co-Trustee, the Delaware Trustee and the Guarantor, 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 Estate or this Trust Agreement in the Information Memorandum, or to correct or supplement any provision herein which may be inconsistent with any other provisions herein, (iii) to make any other provisions with respect to matters or questions arising under this Trust Agreement, (iv) to add, delete, or amend any provisions to the extent necessary or desirable to comply with any requirements imposed by the Code and the REMlC Provisions or (v) if necessary in order to avoid a violation of any applicable law or regulation. No such amendment effected pursuant to the preceding sentence shall, as evidenced by an Opinion of Counsel, result in an Adverse REMlC 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 Co-Trustee and the Delaware Trustee shall be entitled to receive and shall be fully protected in relying on either (A) an Opinion of Counsel (at the expense of the party requesting such amendment) or (B) an Officer's Certificate of the Seller to the effect that (i) such amendment is permitted under this Trust Agreement, (ii) all conditions precedent for such Amendment have been satisfied and (iii) with respect to an amendment effected pursuant to clause (v) above, to the effect that such amendment is necessary in order to avoid a violation of such applicable law.

(b) This Trust Agreement may also be amended from time to time by the Depositor, the Seller, the Co-Trustee, the Delaware Trustee and the Guarantor, with the consent of the Holders of not less than 66-213% of the Certificate Principal Balance (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 Trust Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Co-Trustee and the Delaware Trustee receive an Opinion of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMlC 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 or RE0 Properties 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 Certificate Principal Balance (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 Certificate Principal Balance (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 or consent, the Depositor shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of Certificateholders pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Trust Agreement or in any other Operative Agreement) and of

evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Co-Trustee may prescribe.

(d) No amendment or agreement affecting the rights or duties of the Delaware Trustee or the Co-Trustee may be entered into without the consent of the affected party.

(e) Promptly after the execution of any amendment to the Certificate of Trust, the Delaware Trustee shall cause the filing of such amendment with the Secretary of State.

(f) Notwithstanding anything contained herein to the contrary, this Trust Agreement may be amended, without the consent of Certificateholders, to maintain HUD approval or exemption for the Issuer and any such amendments shall be deemed to have been consented to by the Certificateholders.

(g) No amendment shall be entered into that removes the requirement contained in the definition of "Servicer" in Section 1 .O1 hereof that requires any Servicer to be an approved HUD Title II Non-Supervised Mortgagee.

Section 10.02 No Leaal Title to Trust Estate. The Certificateholders shall not have legal title to any part of the Trust Estate solely by virtue of their status as a Certificateholder. The Certificateholders shall be entitled to receive distributions with respect to their respective Certificates only in accordance with this Trust Agreement. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and of their respective Certificates shall operate to terminate this Trust Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

Section 10.03 Limitations on Riahts of Others. Subject to Section 10.15, the provisions of this Trust Agreement are solely for the benefit of the Delaware Trustee, the Co-Trustee, the Depositor, the Seller, the Guarantor, the Certificateholders, the Indemnified Parties and, to the extent expressly provided herein, and nothing in this Trust Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Trust Agreement or any covenants, conditions or provisions contained herein.

Section 10.04 Notices.

(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt, (i) to the Delaware Trustee at: U.S. Bank Trust National Association, 300 Delaware Avenue, 9'h Floor, Wilmington, DE 19801, Attention: Corporate Trust Services, facsimile number: (617) 603-6638, telephone: (617) 603-6576, Attention: Julie Kirby, Vice President (julie.kirby@usbank.com); (ii) to the Depositor at: BA Residential Securitization LLC, 214 North Tryon Street, Charlotte, North Carolina 28255, Attention: General Counsel and Chief Financial Officer, with a copy to: Bank of America Merrill Lynch, One Bryant Park, New York, New York 10036, Attention: Nicholas Stimola and Legal Department, Michael McGovern; (iii) to the Co-Trustee at the Corporate Trust Office of the Co-Trustee; (iv) to the Seller and the Guarantor at: Fannie Mae, Structured Transactions Dept, 4000 Wisconsin Ave, NW, Washington Dc 20016, Attention: Richard Sorkin, VP, Structured Transactions, phone: 202-752-6016, email: richard-sorkin@fanniemae.com, with a copy to Fannie Mae, Legal Department, Securitization Group, 3900 Wisconsin Ave, NW, Washington DC 20016, Attention: Cynthia Fatica, Associate General Counsel, phone: 202-752-8768,

email :cynthia-I-fatica@fanniemae.com; and (v) or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

(b) Any notice required or permitted to be given to a Certificateholder shall be given by first- class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Trust Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

(c) A copy of any notice delivered to the Delaware Trustee, the Co-Trustee or the Trust shall also be delivered to the Depositor.

Section 10.05 Severabilitv. Any provision of this Trust Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.06 Se~arate Counter~arts. This Trust Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 10.07 Successors and Assians. All representations, warranties, covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the Depositor, the Co-Trustee, the Delaware Trustee, the Seller, the Guarantor and its successors, and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

Section 10.08 No Petition. To the fullest extent permitted by applicable law, the Delaware Trustee and Co-Trustee, by entering into this Trust Agreement and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations to the Certificates, this Trust Agreement or any of the Operative Agreements. This Section shall survive for one year following the termination of this Trust Agreement.

Section 10.09 No Recourse. Each Certificateholder by accepting a Certificate acknowledges that such Certificateholder's Certificates evidence beneficial interests in the related Trust Estate and represents REMlC regular interest or REMlC residual interests, as applicable, and do not represent interests in or obligations of the Depositor, the Co-Trustee, the Seller, the Delaware Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Trust Agreement, the Certificates or the Operative Agreements.

Section 10.10 Headinas. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 10.11 GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS

CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.1 2 Intearation. This Trust Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 10.13 Waiver of Trial bv Jurv. EACH OF THE PARTIES HERETO AND, BY INVESTING IN A CERTIFICATE OR A BENEFICIAL INTEREST IN A CERTIFICATE, EACH HOLDER, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS TRUST AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 10.14 Extraordinarv Trust Exoenses of Custodians and Credit Risk Manaaer. Any Extraordinary Trust Expenses incurred by the Custodians and the Credit Risk Manager pursuant to the terms of the related Operative Agreement shall be payable by the Issuer in accordance with the priorities set forth in Section 3.15 hereof.

Section 10.1 5 Third Partv Beneficiaries.

(a) Each Custodian and the Credit Risk Manager is an intended third party beneficiary of the Issuer's obligations to pay Extraordinary Trust Expenses pursuant to Section 3.1 5 hereof.

(b) Each of the RE0 Manager, the Credit Risk Manager and the Servicer is an intended third party beneficiary of the Seller's obligations to pay Group I Seller Funded Expense Amounts and Group II Seller Funded Expense Amounts pursuant to Sections 3.1 5 and 3.22 hereof;

(c) The Servicer is an intended third party beneficiary of the Holders of the Class RV Certificates obligations to pay Liquidity Amounts pursuant to Section 3.16 hereof and may enforce the provisions thereof as if it were a party to this Trust Agreement for such purpose only.

ARTICLE XI

MANAGEMENT OF THE TRUST

Notwithstanding any other provision in this Trust Agreement and any other provision of law to the contrary, the Trust at all times shall:

(a) maintain its books, records, and bank accounts separate and apart from those of all other Persons;

(b) not commingle any of its assets with those of any other Person;

(c) pay its own liabilities out of its own funds;

(d) maintain financial statements separate and apart from those of all other Persons;

(e) observe all corporate formalities, organizational formalities, and other applicable or customary formalities;

(f) not guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person;

(g) not pledge its assets for the benefit of any other Person or make any loans or advances to any other Person;

(h) not acquire the direct obligations of, or securities issued by, its shareholders or any Affiliate;

(i) allocate fairly and reasonably any overhead for expenses that are shared with an Affiliate, including paying for the office space and services performed by any employee of any Affiliate;

(j) conduct business in its own name, promptly correct any known misunderstandings regarding its separate identity, hold all of its assets in its own name, and not identify itself as a division of any other Person;

(k) maintain adequate capital in light of its contemplated business operations;

(I) maintain an arm's length relationship with its Affiliates and to enter into transactions with Affiliates only on a commercially reasonable basis;

(m) use separate stationery, invoices, and checks bearing its own name;

(n) not to hold out its credit as being available to satisfy the obligations of others;

(0) file separate tax returns from those of each Person and entity except as may be required by law; and

(p) maintain its assets in a manner that it will not be costly or difficult to segregate ascertain, or identify from those of any other Person.

The Delaware Trustee shall have no duty to monitor or cause the Trust to comply with the separateness requirements set forth in this Article XI.

IN WITNESS WHEREOF, the Depositor, the Delaware Trustee, the Seller, the Guarantor and the Co-Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.

BA RESIDENTIAL SECURITIZATION LLC, as Depositor

By: Name: Ketan Parekh Title: Vice President

U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee

By: Name: Title:

U.S. BANK NATIONAL ASSOCIATION, as Co-Trustee

By: Name: Title

FANNIE MAE, as Seller

By: Name: Title

IN WITNESS WHEREOF, the Depositor, the Delaware Trustee, the Seller, the Guarantor and the Co-Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.

BA RESIDENTIAL SECURITIZATION LLC, as Depositor

By: Name: Title

U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee

By: Name: Julie A. Kirby Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as Co-Trustee

By: Name: Julie A. Kirby Title: Vice President FANNIE MAE, as Seller

By: Name: Title

IN WITNESS WHEREOF, the Depositor, the Delaware Trustee, the Seller, the Guarantor and the Co-Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.

BA RESIDENTIAL SECURITIZATION LLC, as Depositor

By: Name: Title

U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee

By: Name: Title:

U.S. BANK NATIONAL ASSOCIATION, as Co-Trustee

By: Name: Title: FANNIE MAE, as Seller

By: Name: Richard Sorkin Title: Vice President, Structured Transactions

FANNIE MAE, as Guarantor

By: Name: Richard Sorkin Title: Vice President, Structured Transactions

Solely for purposes of Section 3.16 accepted and agreed to by:

FEDERAL NATIONAL MORTGAGE ASSOCIATION, AS TRUSTEE FOR FANNIE MAE GRANTOR TRUST 2011-T1, as initial Certificate Owner of the Class RV-I Certificates and Class RV-II Certificates

By: Name: Judith C. Dunn Title: Senior Vice President and Deputy General Counsel