Common use of DECLARATION Clause in Contracts

DECLARATION. The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached or

DECLARATION. The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we I/We understand that the Investor Certificates loan processing fee and bankruptcy search fee is not refundable. b) I/We agree that this application is accepted on the understanding that approval is not guaranteed and your Company may reject the application without assigning any reasons. c) I/We agree that your Company may at its absolute discretion vary all or any terms of the loan requested in this application. d) I/We agree that any misrepresentation of facts herein contained shall entitle your Company to recall the loan. e) I/We agree that any building inspections conducted by your authorised officer/agent are for the sole benefit of your Company and under no circumstances will they be construed as supervison on my/our behalf. f) I/We confirm that I/we am/are not being registered under declared bankrupt, and I/we have no outstanding or impending judgements against me/us. g) I/We have no relationship to any director(s), officer(s) or employee(s) of Borneo Development Corporation (Sabah) Sdn. Bhd. pursuant to Section 62 of the Securities Act Banking and Financial Institution Act, 1989. h) I/We declare and confirm that neither I/We, my/our spouse(s), parent(s) or child(ren) are in the employment of 1933Borneo Development Corporation (Sabah) Sdn. Bhd. i) I/We confirm that all information given above is true and correct and I/We authorise and consent to you obtaining any other information from any other sources including the Inland Revenue Authorities and whatever means as Borneo Development Corporation (Sabah) Sdn. Bhd. considers appropriate. j) Expressly consent to and authorise you to disclose, as amended you shall in your absolute discretion deem fit, to Bank Negara Malaysia, any other bodies, authorities (CAGAMAS, debt collection agents) and companies within Borneo Development Corporation (Sabah) Group inlcuding but not limited to the "Act"respective agents, independent contractors and/or associates for purpose of providing integrated services, maintaining records (financial or otherwise), marketing, distribution and/or other programmers, at a time and without notice or liability, any state securities laws information and are being transferred particulars (financial or otherwise) relating to us in a transaction that is exempt from my/our affairs and accounts, facilities and conduct thereof. reason. Applicant’s signature & date : k) I hereby authorise you to make credit checks against the registration requirements of the Act Central Credit Reference Information System (CCRIS), Financial Information Services (FIS), Credit Tip-Off System (CTOS) and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but other credit reference agencies without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached orasisgning any

DECLARATION. The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Under penalties of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete and will further declare that I will inform the Trust of any change in the information provided above, and, if applicable, I further declare that I have the authority* to sign this document. ___________________________________ Name ------------------------------------ ___________________________________ Title (if applicable) ------------------------------------ ___________________________________ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. EXHIBIT F-1 FORM OF INVESTMENT LETTER CLASS [NONL][R] CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) __________________ Date Re: IndyMac Home Equity Mortgage Loan Asset-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-Backed Trust 2006-H1 Series 2006-H1 _______________________ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state securities laws and are being transferred or local taxes legally required to us in be paid with respect to the Class [L][R] Certificate. In addition, the Transferor has conducted a transaction that is exempt from reasonable investigation at the registration requirements time of the Act transfer and any such lawsfound that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, _________________________________ Name: Title: EXHIBIT F-2 FORM OF CLASS [L][R] CERTIFICATE TRANSFER AFFIDAVIT (bTRANSFEREE) we are an STATE OF ) ) ss: COUNTY OF ) [NAME OF OFFICER], _________________ being first duly sworn, deposes and says: 1. That he [she] is [title of officer] ________________________ of [name of Purchaser] _________________________________________ (the "accredited investor," as defined in Regulation D Purchaser"), a _______________________ [description of type of entity] duly organized and existing under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase laws of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase [State of __________] [United States], on behalf of which he [she] makes this affidavit. 2. That the Investor Certificates, (dPurchaser's Taxpayer Identification Number is ___________. 3. That the Purchaser is not a "disqualified organization" within the meaning of Section 860E(e)(5) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended (the "Code") and will not be a "disqualified organization" as of ______________ [date of transfer], nor are we acting on behalf of any such plan, and that the Purchaser is not acquiring a Class [L][R] Certificate (eas defined in the Agreement) we are acquiring for the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates toof, or solicited offers to buy any Investor Certificates fromas agent (including a broker, nominee, or other middleman) for, any person, person or otherwise approached orentity from which it has not received an affidavit substantially in the form of this affidavit.

DECLARATION. The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Under penalties of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete and will further declare that I will inform the Trust of any change in the information provided above, and, if applicable, I further declare that I have the authority* to sign this document. ------------------------------ Name ------------------------------------ ------------------------------ Title (if applicable) ------------------------------------ ------------------------------- Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. EXHIBIT F-1 FORM OF INVESTMENT LETTER CLASS [NONL][R] CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ------------------- Date Re: GreenPoint Mortgage Funding Trust 2005-RULE 144AHE3 Series 2005-HE3 __________________________________(the "Transferor") has reviewed the attached affidavit of _____________________________(the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class [L][R] Certificate. In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ------------------------------- Name: Title: EXHIBIT F-2 FORM OF CLASS [L][R] CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE) STATE OF ) ) ss: COUNTY OF ) [NAME OF OFFICER],_______________ being first duly sworn, deposes and says: 1. That he [she] is [title of officer] ________________________ of [name of Purchaser] _________________________________________ (the "Purchaser"), a _______________________ [description of type of entity] duly organized and existing under the laws of the [State of __________] [DATEUnited States], on behalf of which he [she] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-makes this affidavit. 2. That the Purchaser's Taxpayer Identification Number is _, (THE _____________. 3. That the Purchaser is not a "INVESTOR CERTIFICATES"disqualified organization" within the meaning of Section 860E(e)(5) Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act Internal Revenue Code of 19331986, as amended (the "ActCode")) and will not be a "disqualified organization" as of __________________ [date of transfer], or any state securities laws and are being transferred to us in that the Purchaser is not acquiring a transaction that is exempt from the registration requirements of the Act and any such laws, Class [L][R] Certificate (b) we are an "accredited investor," as defined in Regulation D under the ActAgreement) for the account of, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments or as agent (including a broker, nominee, or other middleman) for, any person or entity from which it has not received an affidavit substantially in the Investor Certificates, (c) we have had form of this affidavit. 4. That the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we are Purchaser is not an employee benefit plan or other retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Code or to any substantially similar law, or any entity deemed to hold the plan assets of the foregoing. 5. That the Purchaser hereby acknowledges that under the terms of the Amended and Restated Trust Agreement dated as of August 1, 2005, among Xxxxxx ABS Corporation, as Depositor, LaSalle Bank National Association, as Administrator, and Wilmington Trust Company, as Owner Trustee, no transfer of a Class [L][R] Certificate shall be permitted to be made to any person unless the Certificate Registrar, the Depositor and the Owner Trustee have received a certificate from such transferee containing the representations in paragraphs 3, 4 and 5 hereof. 6. That the Purchaser does not hold REMIC residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in accounts of participating organizations (such entity, a "Book-Entry Nominee"). 7. That the Purchaser does not have the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to such Class [L][R] Certificate, and that the Purchaser has provided financial statements or other financial information requested by the transferor in connection with the transfer of the Class [L][R] Certificate in order to permit the transferor to assess the financial capability of the Purchaser to pay such taxes. 8. That the Purchaser will not transfer a Class [L][R] Certificate to any person or entity (i) as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are not satisfied or that the Purchaser has reason to believe does not satisfy the requirements set forth in paragraph 7 hereof, and (ii) without obtaining from the prospective Purchaser an affidavit substantially in this form and providing to the Indenture Trustee a written statement substantially in the form of Exhibit F-1 to the Trust Agreement. 9. That the Purchaser understands that, as the holder of a Class [L][R] Certificate, the Purchaser may incur tax liabilities in excess of any cash flows generated by the Class [L][R] Certificate and that it intends to pay taxes associated with holding such Class [L][R] Certificate as they become due. 10. That the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person that holds a Class [L][R] Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective Internal Revenue Code Service Form W-8 ECI (Certificate of 1986, Foreign Person's Claim for exception 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. "Non-U.S. Person" means any person other than (i) a citizen or resident of the United States; (ii) a corporation (or entity treated as amended, nor are we acting on behalf a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any such planstate thereof, including, for this purpose, the District of Columbia; (eiii) we are acquiring a partnership (or entity treated as a partnership for tax purposes) organized in the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell United States or otherwise dispose under the laws of the Investor Certificates United States or of any state thereof, including, for this purpose, the District of Columbia (unless provided otherwise by future Treasury regulations); (iv) an estate whose income is includible in accordance with clause gross income for United States income tax purposes regardless of its source; (gv) below)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 U.S. Persons have authority to control all substantial decisions of the trust; (fvi) we have not offered or sold any Investor Certificates toand, or solicited offers to buy any Investor Certificates fromthe extent provided in Treasury regulations, any personcertain trusts in existence prior to August 20, or otherwise approached or1996 that are treated as United States persons prior to such date and elect to continue to be treated as United States persons.

DECLARATION. The undersigned1. I / We acknowledge that you may be obliged to comply with or, as at your sole and absolute discretion, choose to have regard to, observe or fulfill the Beneficial Owner requirements or a nominee thereof, agrees to notify the Trust within sixty (60) days expectations of the date laws, regulations, orders, guidelines, codes, market standard, good practices and requests of or agreements with public, judicial, taxation, governmental and other regulatory authorities or self-regulatory bodies (the “Authorities” and each an “Authority”) in various jurisdictions as promulgated and amended from time to time (the “Applicable Requirements”). In this connection, I / we agree that you may take any and all steps to ensure your compliance or adherence (whether voluntary or otherwise) with the Beneficial Owner becomes a foreign personApplicable Requirements. 2. The undersigned understands I / We agree that this certificate you may disclose my / our particulars or any information to any Authority in connection with the Applicable Requirements whether effected directly or sent through any of your Head Office(s) or other related corporations or in such manner as you deem fit. I / We shall provide you with further information as may be disclosed required for disclosure to the Internal Revenue Service by the Trust and any false statement contained therein could Authority within such time as may be punishable by fines, imprisonment or bothreasonably required. 3. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant I / We further agree to co-operate with you to enable you to comply with your obligations under all Applicable Requirements concerning my / our takaful certificates with you. 4. I / We agree to update you in a power timely manner of attorney, the power any change of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition any of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred details previously provided to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) you: • If I / we are an "accredited investor," as defined individual, I / we shall notify you immediately if my / our personal identification number, address, telephone number, nationality, tax status or tax residency changes or if become tax resident in Regulation D under the Act, and have such knowledge and experience in financial and business matters that more than one country. • If I / we are capable a corporation or any other type of evaluating entity, I shall notify you immediately of changes to my / our registered address, address of my / our place of business, substantial shareholders, legal and beneficial owners or controllers (who own or control more than 10% of my / our shares or ownership interest or control), tax status, tax residency or if I / we become tax resident in more than one country. 5. If any of these changes occur, you reserve the merits right to request certain documents or information from me / us, which I / we must provide at my / our own cost, including but not limited to, duly completed and risks / or executed (and, if necessary, notarised) tax declarations or forms. 6. If I / we do not provide you with the information or documents requested in a timely manner or if any information or documents provided are not up-to-date, accurate or complete such that you are unable to ensure your ongoing compliance or adherence with the Applicable Requirements, I / we agree that: a) to the extent permitted under applicable law, you may withhold payment of investments any amount due to my / our (or my / our personal representatives) under my / our takaful certificate in compliance with the Investor Certificates, Applicable Requirements (cand / or pay the same to any relevant Authority on my / our behalf); and / or b) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates You may take any and all matters relating thereto steps as you deem fit to ensure your compliance or any additional information deemed necessary to our decision to purchase adherence with the Investor Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any personApplicable Requirements, or otherwise approached orto protect your legal and / or commercial interests.

DECLARATION. The undersigned, 17.1 By signing this document you are agreeing and declaring on the date of this Agreement and each and every day that you are a Non-executive Director that you are not aware of any reasons that would or would be likely to make you ineligible to serve as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days Non-executive Director of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust Association and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we particular that: 17.1.1 you are not an employee benefit plan that is undischarged bankrupt or subject to any undischarged compositions or arrangements with your creditors 17.1.2 you are not disqualified for any reason from acting as a company director or charity trustee or an officer of a registered provider of social housing; 17.1.3 you have not been convicted of any indictable offence, unless the Employee Retirement Income Security Act conviction is legally regarded as spent; 17.1.4 you have not been convicted of 1974, any offence that would be likely to bring the Association into disrepute or might be incompatible with the position of Non- executive Director; 17.1.5 you have not been convicted of any offence involving deception or dishonesty unless the conviction is legally regarded as amendedspent; 17.1.6 you have not been removed from serving as a charity trustee, or a plan that is subject director of a company, or a Non-executive Director of a registered society, or been stopped from acting in a management position within a charity; 17.1.7 you are not in dispute with the Association or any of its Associated Companies, or in breach of any agreement with the Association or any of its Associated Companies; 17.1.8 you are a fit and proper person to Section 4975 have the control and management of a charity, as required by HM Revenue and Customs; 17.1.9 you are not for any other reason ineligible to be a Non-executive Director of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf Association pursuant to the Rules; and 17.1.10 you have made a full declaration to the Association of any such planactual or potential conflicts of interest affecting you, (e) we members of your family and businesses or other organisations with which you are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached orassociated.

DECLARATION. The undersignedWe, as the Beneficial Owner proposed life insured, the father/mother/legal guardian and the policy owner, declare having examined all the questions included in this application. All answers given were correctly reproduced and are complete and true. Also, we authorize that they be used as the basis for the insurance contract requested and we recognize that any false declaration or omission may void the insurance contract issued as a nominee thereof, agrees to notify result of this application. We acknowledge that the Trust within sixty (60) days insurance will take effect upon acceptance of the date application by the Company as long as it was accepted without modification, the first premium has been paid and no change has occurred in the insurability of any of the proposed insured since the signature of this application. We declare having been notified that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may financial advisor is to be disclosed paid by commission in relation to the Internal Revenue Service transactions described in this insurance application and that he is an independant worker and not the insurer’s representative. We acknowledge to have examined the agreement for the establishment of a personal file. We acknowledge to have read and received the notice of information disclosure. A photocopy of this agreement shall be as valid as the original. Note : If the names and first names in sections A and C differ from the following signatures, the latter will appear on the contract. Signed at this day of Signatures : Insured #1 (if 14 years or older) Insured #2 (if 14 years or older) Owner (if company, duly appointed representative) Father/mother or legal guardian Financial Advisor 69 102 295 I authorize UL Mutual to issue cheques on my behalf and orders for payment of any nature, drawn from the financial institution hereby designated and payable to UL Mutual to clear the amounts due to UL Mutual for the insurance policy issued following the application identified by the Trust and any false statement contained therein could be punishable number listed above. Name of Financial Institution (FI) Branch Address Type of Account Cheque Saving Type of Service Personal Enterprise Payment Frequency Monthly Annual Withdrawal Day Transit Number Account Number If this is a joint account where multiples signatures are required, all account holders must sign the authorization. This autorization stays in force until UL Mutual has received from me a notice of modification or termination. This notice must arrive at least 10 business days before the date on which we debit the account, to the UL Mutual mailing address. I may obtain a cancellation form or more information on my right to cancel a P.A.D. by finesthe payor by communicating with my financial institution or by visiting xxx.xxxxxx.xx. UL Mutual is not allowed to transfer this authorization, imprisonment directly or both. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant to a power of attorneyindirectly, the power of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition by application of the above-captioned certificateslaw, we certify that (a) we understand that the Investor Certificates are by a change of control or otherwise, without giving me at least 10 days notice. I have certain rights of appeal if a debit is not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we are not an employee benefit plan that is subject conformance to the Employee Retirement Income Security Act of 1974present agreement. For example, as amended, or a plan that is subject I have the right to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached orget reimbursed any

DECLARATION. The undersigneda. I hereby agree that I have read and that I understand the contents of this Agreement: 🞏 I confirm that all information provided in this Agreement and all other documents signed by me in connection with this Agreement, as the Beneficial Owner whether in my handwriting or a nominee thereofnot, agrees to notify the Trust within sixty (60) days of the date are correct; 🞏 I confirm that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust all and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision funds and/or moneys used to purchase the Investor Certificates, (d) we shares within the Company are not an employee benefit plan the proceeds of unlawful activities and that is subject I have not contravened any anti-money laundering and tax legislation; 🞏 I am responsible for the accuracy and completeness of all answers, statements or other information provided in this Agreement; 🞏 I acknowledge that have not received general investment advice from the Company in respect to my overall investment portfolio; 🞏 I declare that all statements made in this Agreement are, to the Employee Retirement Income Security Act best of 1974my knowledge and belief, as amendedcorrect and complete; 🞏 I acknowledge that the application for a loan to purchase shares in the Company is dealt with in a separate document (the Loan & Cession Agreement); 🞏 I accept full responsibility for informing the Company of any changes in current identification information provided (e.g. change of address, surname change, contact particulars, banking details, change of physical address etc.); 🞏 I acknowledge that the Company will not be held liable for delays or losses incurred due to incomplete or inaccurate information on the Agreement or insufficient or incorrect submission of FICA information; 🞏 I undertake to advise the Company within 30 days of any change in circumstances which affects my/our tax residency status identified in Section 19 of this Agreement or causes the information contained herein to become incorrect or incomplete and to provide the Company with a plan suitablyupdated self-certificationand declaration within 90 days of such change incircumstances; 🞏 I acknowledge that is subject the information contained in this Agreement and the information regarding the Client may be provided to Section 4975 the South African Revenue Service and exchanged with tax authorities of another country/jurisdiction or countries/jurisdictions in which the account holder may be tax resident pursuant to intergovernmental agreements to exchange financial account information; 🞏 I confirm that all the risks associated with this investment have been explained to me and I confirm that I understand the risks involved; 🞏 I do hereby declare that the source of the Internal Revenue Code of 1986Funds that I expect to use in concluding transactions with the Company originates from the sources indicated in Annexure B. I further confirm that these funds are derived from legitimate sources. 1. Company details a. Full business name: Impact Empowerment Ventures (Pty) Ltd b. Registration number: 2018/012250/07 c. Postal and physical addresses: Unit 00, as amended0 Xxxxxxx Xxxxxxxxx, nor are we acting Xxxxxxx Xxxx, 0000 d. Telephone number: 000 000 0000. or the administration manager, Jaltech Structuring, can be contacted on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached or011 880 0950

DECLARATION. The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Under penalties of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete and will further declare that I will inform the Trust of any change in the information provided above, and, if applicable, I further declare that I have the authority* to sign this document. ________________________________ Name ------------------------------------ ________________________________ Title (if applicable) ------------------------------------ ________________________________ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. EXHIBIT F FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE AMERICAN RESIDENTIAL EAGLE BOND TRUST 199_-_ [199__-__] INVESTOR CERTIFICATES, 199_-_, CERTIFICATES (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached oror negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any Investor Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Investment Letter that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Investor Certificate has executed and delivered to you an Investment Letter to substantially the same effect as this Investment Letter, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Trust Agreement. Very truly yours, [TRANSFEREE] By:_________________________________ Authorized Officer EXHIBIT G TRANSFER CERTIFICATE [Owner Trustee] [Certificate Paying Agent] Re: PROPOSED TRANSFER OF INVESTOR CERTIFICATES Ladies and Gentlemen: This certification is being made by __________________ (the "Proposed Transferee") in connection with the proposed transfer to the Proposed Transferee of an investor certificate (the "Investor Certificate") representing __% fractional undivided interest in American Residential Eagle Bond Trust [199__-__] (the "Trust") created pursuant to a Deposit Trust Agreement, dated as of ___________ __, 199_ (such agreement, as amended, being referred to herein as the "Deposit Trust Agreement") between American Residential Eagle, Inc. and ____________________, as Owner Trustee. Initially capitalized terms used but not defined herein have the meanings assigned to them in the Deposit Trust Agreement. The Proposed Transferee hereby certifies as follows: 1. The undersigned is a Person involved in the organization or operation of the Trust or an affiliate of such a Person within the meaning of Rule 3a-7 of the Investment Company Act. 2. The Proposed Transferee understands that (a) the Investor Certificates have not been and will not be registered or qualified under the Securities Act, or the securities laws of any state, (b) neither the Trust nor the Owner Trustee is required, and neither intends, to so register or qualify the Investor Certificates, and (c) the Investor Certificates cannot be resold unless (i) they are registered and qualified under the Securities Act and the applicable state securities laws or (ii) an exemption from registration and qualification is available. 3. The Proposed Transferee is acquiring the Investor Certificate for its own account for investment only and not with a view to or for sale or other transfer in connection with any distribution of the Investor Certificate in any manner that would violate the Securities Act or any applicable state securities laws. 4. The Proposed Transferee (a) is an accredited investor having such knowledge and experience in financial and business matters, and in particular in such matters related to securities similar to the Investor Certificate, such that it is capable of evaluating the merits and risks of investment in the Investor Certificate and (b) is able to bear the economic risks of such an investment. 5. The Proposed Transferee will not authorize nor has it authorized any person (a) to offer, pledge, sell, dispose of or otherwise transfer any Investor Certificate, any interest in any Investor Certificate or any other similar security to any person in any manner, (b) to solicit any offer to buy or to accept a pledge, disposition or other transfer of any Investor Certificate, any interest in any Investor Certificate or any other similar security from any person in any manner, (c) otherwise to approach or negotiate with respect to any Investor Certificate, any interest in any Investor Certificate or any other similar security with any person in any manner, (d) to make any general solicitation by means of general advertising or in any other manner, or (e) to take any other action that would constitute a distribution of any Investor Certificate under the Securities Act, that would render the disposition of any Investor Certificate a violation of Section 5 of the Securities Act or any state securities law, or that could require registration or qualification pursuant thereto. Neither the Proposed Transferee nor anyone acting on its behalf has offered any Investor Certificate for sale or made any general solicitation by means of general advertising or in any other manner with respect to the Investor Certificate. The Proposed Transferee will not sell or otherwise transfer any Investor Certificates, except in compliance with the provisions of the Deposit Trust Agreement.

DECLARATION. The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Under penalties of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete and will further declare that I will inform the Trust of any change in the information provided above, and, if applicable, I further declare that I have the authority* to sign this document. _________________________________________ Name ------------------------------------ _________________________________________ Title (if applicable) ------------------------------------ _________________________________________ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. EXHIBIT E-1 FORM OF INVESTMENT LETTER CLASS [NONL][R] CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ________________ Date Re: IndyMac Home Equity Mortgage Loan Asset-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-Backed Trust 2006-H3 Series 2006-H3 _______________________ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "ActTransferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state securities laws and are being transferred or local taxes legally required to us in be paid with respect to the Class [L][R] Certificate. In addition, the Transferor has conducted a transaction that is exempt from reasonable investigation at the registration requirements time of the Act transfer and any such lawsfound that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, _________________________________________ Name: Title: EXHIBIT E-2 FORM OF CLASS [L][R] CERTIFICATE TRANSFER AFFIDAVIT (bTRANSFEREE) we are an STATE OF ) ) ss: COUNTY OF ) [NAME OF OFFICER], _________________ being first duly sworn, deposes and says: 1. That he [she] is [title of officer] ________________________ of [name of Purchaser] _________________________________________ (the "accredited investor," as defined in Regulation D Purchaser"), a _______________________ [description of type of entity] duly organized and existing under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase laws of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase [State of __________] [United States], on behalf of which he [she] makes this affidavit. 2. That the Investor Certificates, (dPurchaser's Taxpayer Identification Number is ______________. 3. That the Purchaser is not a "disqualified organization" within the meaning of Section 860E(e)(5) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amendedamended (the "Code") and will not be a "disqualified organization" as of __________________ [date of transfer], nor are we acting on behalf of any such plan, and that the Purchaser is not acquiring a Class [L][R] Certificate (eas defined in the Agreement) we are acquiring for the Investor Certificates for investment for our own account and not with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates toof, or solicited offers to buy any Investor Certificates fromas agent (including a broker, nominee, or other middleman) for, any person, person or otherwise approached orentity from which it has not received an affidavit substantially in the form of this affidavit.

DECLARATION. The undersignedI/we declare that the above terms and conditions have been read/ understood and the same are acceptable to me/us. I/we gave sought detailed explanations and clarifications from the Company and the Company has readily provided such explanations, as documents and clarifications and after giving careful consideration to all facts, terms and conditions, I/we have signed this Applications Form and paid the Beneficial Owner or a nominee thereofbooking amount for allotment. I/We further undertake and assure the Company that in the event of rejection of my/our application for allotment for whatsoever reason, agrees including but not limited to notify the Trust within sixty (60) days non-compliance of the date that terms by me/ us as set out in the Beneficial Owner becomes a foreign personterms and conditions provided in this application, I/we shall be left with no right, title, interest or lien under this Application or against any Unit in relation to the said Unit. If any other Persons has signed this Application Form on behalf my/ our behalf, then he shall be presumed to be duly authorized by me/ us through proper Authorization/Power of Attorney/ Resolution etc. bl nLrkost esa of kZr lHkh rF;ksa o 'krksZa dks eq>s@gesa fgUnh esa i<+dj lquk;k o le>k fn;k x;k gS] ftudks iw kZ #i ls lqudj vkSj le>dj LosPNk ls fcuk fdlh ncko o tcjnLrh ds eSaus@xxxx xx nLrkost ij vius gLrk{kj@nLr[kr fd;s gSaA At the time of Booking Rs. 5, 00,000/- On 60th Day of Booking 100% of BSP Less Booking Amount On Offer of Possession 100% of Additional Cost + 100% of IFMS + 100% of PLC(if any) + Other Cost (If any) At the time of Booking Rs. 5, 00,000/- On 60th Day of Booking 50% of BSP less Booking Amount On 150th Day of Booking 12.5% of BSP On 240th Day of Booking 12.5% of BSP On 330th Day of Booking 12.5% of BSP On 420th Day of Booking 12.5% of BSP On Offer of Possession 100% of Additional Cost + 100% of IFMS + 100% of PLC(if any) + Other Cost (If any) NOTE: 1. The undersigned understands that this certificate may be disclosed afore-stated Additional Discount Payment Plan on the Basic Sale Price has been offered to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we understand that the Investor Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to me/ us in a transaction that is exempt from lieu of my/ our consensus to make timely payment of installments and other allied cost. In case of my/ our failure to make timely payment of installments, I/we hereby authorize the registration requirements of Company to withdraw such rebate/ discount/ concession etc. and demand the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution payment of such Investor Certificates (but without prejudice discount amount as a part of sale consideration amount, which I/we hereby agree to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached orpay immediately.

DECLARATION. The undersigned, as Applicant: 22.1 I the Beneficial Owner or a nominee thereof, agrees subscriber understand that I am entitled to notify the Trust cancel this contract within sixty (60) five days of the date on which I signed this contract, excluding the day of signature as well as Saturday, Sunday and public holidays. This cancellation must be conveyed in writing by me and must be received by the seller or any employee of the seller, within the five day period, at the physical address of the seller ‘’in writing’’ includes the use of electronic means to transmit messages, provided a hard copy of message can be reproduced without alteration by seller 22.2 I prefer to pay the purchase price in a once off payment, whether by cash, cheque or debit on my credit card or; a) I prefer to make monthly payments on my credit card b) I understand that should I select this option, the seller will be credited with the full purchase price, and that I will have to make monthly repayments, including interest at the prevailing interest rates to the bank c) The terms and conditions and costs involved for both options were explained to me and a copy of the ,contract which include the statements above as well as the signed statement by the seller that I will be refunded the money paid by me should I cancel this contract within five days was handed to me. d) I have not made any verbal promises to the buyer which were not printed in any official literature of the firm. Upon termination of the contract by the buyer as set out above. I shall within five days as defined above, refund all payments made by the buyer or reverse any credit transaction 22.3 The Applicant acknowledges that it selected the Credit Provider for the advance of the loan. 22.4 Confirms that he/she applied for a loan with the Credit Provider and that the Beneficial Owner becomes a foreign person. The undersigned understands information furnished therein is to his/her knowledge and belief, true and correct and that this certificate may be disclosed no information required for evaluating the Loan/credit application has been omitted and acknowledges that subject to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by finescorrectness thereof, imprisonment or both. ------------------------------------ Name ------------------------------------ Title (if applicable) ------------------------------------ Signature and Date *NOTE: If signed pursuant to a power of attorneyapproved, the power of attorney must accompany this certificate. FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] [CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES, 199_-_, (THE "INVESTOR CERTIFICATES") Ladies application will constitute a binding Loan Agreement; 22.5 Confirms that the Applicant and Gentlemen: In connection with our acquisition of the above-captioned certificates, we certify that (a) we Student understand that the Investor Certificates are Credit Provider will take legal action against any person who commits any act that can be defined as fraudulent. The Credit Provider will be entitled, without limitation, to open a case of fraud against the perpetrator and will forward such details to the Service Provider, which will further be entitled to take any action it deems fit; 22.6 Understands that the Credit Provider is not being registered under the Securities Act of 1933, as amended (the "Act"), an agent or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements representative of the Act Service Provider except for the purpose of administering and any such laws, (delivering of the services promised as agreed between the Credit Provider and the Service Provider and cannot be held responsible if the Service Provider fails to deliver educational services to the Student; 22.7 The credit grantor may; a) Perform a credit search on the applicant’s credit profile with one or more of the registered Credit Bureaus when assessing the Applicants application for credit. b) we are an "accredited investor," as defined Monitor the credit applicant’s payment behavior by researching their profile at one or more of the Credit Bureaus. Use new information and data obtained from Credit Bureaus in Regulation D under respect to the Actapplicant’s future credit applications. Record the existence of the applicants account with the Credit Bureaus. Record and transmit details of how the applicant has performed, and how the account is conducted by the applicant in meeting their obligations on the account. 22.8 Declares that by signing this contract I have such knowledge read and experience understood and agree to be bound by the terms and conditions of this Agreement, I confirm that no verbal promises or warranties other than contained in financial this order form and business matters the agreement/ contract have been made by Pmd Investments Solutions or its agents or representatives. 22.9 I fully acknowledges that we are capable of evaluating he/she fully understands the merits risks, costs and risks of investments in the Investor Certificates, (c) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase of the Investor Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Investor Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not obligations associated with a view to any distribution of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached orentering into this Agreement

DECLARATION. The undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the Trust within sixty (60) days of the date that the Beneficial Owner becomes a foreign person. The undersigned understands that this certificate may be disclosed to the Internal Revenue Service by the Trust and any false statement contained therein could be punishable by fines, imprisonment or both. ------------------------------------ Under penalties of perjury, I declare that I have examined this certificate and to the best of my knowledge and belief it is true, correct and complete and will further declare that I will inform the Trust of any change in the information provided above, and, if applicable, I further declare that I have the authority* to sign this document. ---------------------------------------- Name ------------------------------------ ---------------------------------------- Title (if applicable) ------------------------------------ ---------------------------------------- Signature and Date *NOTE: If signed pursuant to a power of attorney, the power of attorney must accompany this certificate. EXHIBIT F-1 FORM OF INVESTMENT LETTER CLASS [NONG][R][R-RULE 144AX] CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR) ------------------------- Date Re: GREENPOINT MORTGAGE FUNDING TRUST 2005-HE1, CLASS [DATEG][R][R-X] CERTIFICATES _______________________ (the "Transferor") has reviewed the attached affidavit of _____________________________ (the "Transferee"), and has no actual knowledge that such affidavit is not true and has no reason to believe that the information contained in paragraph 7 thereof is not true, and has no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class [G][R][R-X] Certificate. In addition, the Transferor has conducted a reasonable investigation at the time of the transfer and found that the Transferee had historically paid its debts as they came due and found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, ---------------------------------------- Name: Title: EXHIBIT F-2 FORM OF CLASS [G][R][R-X] CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE) STATE OF ) )ss: COUNTY OF ) The undersigned, being first duly sworn, deposes and says as follows: 1. The undersigned is an officer of _____________, the proposed Transferee of an Ownership Interest in a Residual Certificate (the "CERTIFICATE") issued pursuant to the Trust Agreement dated as of March 30, 2005 (the "AGREEMENT"), among Financial Asset Securities Corp., as depositor (the "DEPOSITOR"), Wilmington Trust Company, as owner trustee (the "OWNER TRUSTEE") and Deutsche Bank National Trust Company, as certificate registrar (the "CERTIFICATE REGISTRAR] RE: SEQUOIA MORTGAGE TRUST 199_-_ INVESTOR CERTIFICATES"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. The Transferee has authorized the undersigned to make this affidavit on behalf of the Transferee for the benefit of the Depositor and the Certificate Registrar. 2. The Transferee is, 199_-_as of the date hereof, and will be, as of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership Interest in the Certificate for its own account. The Transferee has no knowledge that any such affidavit is false. 3. The Transferee has been advised of, and understands that (THE i) a tax will be imposed on Transfers of the Certificate to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such Transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a Permitted Transferee and, at the time of Transfer, such Person does not have actual knowledge that the affidavit is false. 4. The Transferee has been advised of, and understands that a tax will be imposed on a "INVESTOR CERTIFICATESpass-through entity" holding the Certificate if at any time during the taxable year of the pass-through entity a Person that is not a Permitted Transferee is the record holder of an interest in such entity. The Transferee understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is a Permitted Transferee and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a "pass-through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.) 5. The Transferee has reviewed the provisions of Section 3.03(d) Ladies of the Agreement and Gentlemen: understands the legal consequences of the acquisition of an Ownership Interest in the Certificate including, without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding the Transfer and mandatory sales. The Transferee expressly agrees to be bound by and to abide by the provisions of Section 3.03(d) of the Agreement and the restrictions noted on the face of the Certificate. The Transferee understands and agrees that any breach of any of the representations included herein shall render the Transfer to the Transferee contemplated hereby null and void. 6. The Transferee agrees to require a Transfer Affidavit from any Person to whom the Transferee attempts to Transfer its Ownership Interest in the Certificate, and in connection with any Transfer by a Person for whom the Transferee is acting as nominee, trustee or agent, and the Transferee will not Transfer its Ownership Interest or cause any Ownership Interest to be Transferred to any Person that the Transferee knows is not a Permitted Transferee. In connection with our acquisition any such Transfer by the Transferee, the Transferee agrees to deliver to the Certificate Registrar a certificate substantially in the form set forth as Exhibit F-1 to the Agreement (a "TRANSFEROR CERTIFICATE") to the effect that such Transferee has no actual knowledge that the Person to which the Transfer is to be made is not a Permitted Transferee. 7. The Transferee has historically paid its debts as they have come due, intends to pay its debts as they come due in the future, and understands that the taxes payable with respect to the Certificate may exceed the cash flow with respect thereto in some or all periods and intends to pay such taxes as they become due. The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate. 8. The Transferee's taxpayer identification number is ____________. 9. The Transferee is a U.S. Person as defined in Code Section 7701(a)(30). 10. The Transferee is aware that the Certificate may be a "noneconomic residual interest" within the meaning of proposed Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the above-captioned certificatestransfer was to impede the assessment or collection of tax. 11. The Transferee will not cause income from the Certificate to be attributable to a foreign permanent establishment or fixed base, we certify that (a) we understand that within the Investor Certificates are not being registered under meaning of an applicable income tax treaty, of the Securities Act Transferee or any other U.S. person. Check one of 1933the following: |_| The present value of the anticipated tax liabilities associated with holding the Certificate, as amended applicable, does not exceed the sum of: (i) the "Act"), or present value of any state securities laws and are being transferred consideration given to us in a transaction that is exempt from the registration requirements Transferee to acquire such Certificate; (ii) the present value of the Act and any expected future distributions on such lawsCertificate; and (iii) the present value of the anticipated tax savings associated with holding such Certificate as the related REMIC generates losses. For purposes of this calculation, (bi) we the Transferee is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Transferee has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Transferee. |_| The transfer of the Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly, (i) the Transferee is an "accredited investoreligible corporation," as defined in Regulation D under U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the ActCertificate will only be taxed in the United States; (ii) at the time of the transfer, and have such knowledge at the close of the Transferee's two fiscal years preceding the year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related to the Transferee within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and experience net assets in financial and business matters excess of $10 million; (iii) the Transferee will transfer the Certificate only to another "eligible corporation," as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that we are capable satisfies the requirements of evaluating the merits and risks of investments in the Investor CertificatesSections 1.860E-1(c)(4)(i), (cii) we have had the opportunity to ask questions of and receive answers from the depositor concerning the purchase (iii) and Section 1.860E-1(c)(5) of the Investor Certificates U.S. Treasury Regulations; and (iv) the Transferee determined the consideration paid to it to acquire the Certificate based on reasonable market assumptions (including, but not limited to, borrowing and all matters relating thereto or any additional information deemed necessary investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to our decision to purchase the Investor Certificates, (dTransferee) we are that it has determined in good faith. |_| None of the above. 12. The Transferee is not an employee benefit plan that is subject to the Employee Retirement Income Security Act Title I of 1974, as amended, ERISA or a plan that is subject to Section 4975 of the Internal Revenue Code or a plan subject to any Federal, state or local law that is substantially similar to Title I of 1986ERISA or Section 4975 of the Code, as amended, nor are we and the Transferee is not acting on behalf of any such plan, (e) we are acquiring the Investor Certificates for investment for our own account and not with a view to any distribution or investing plan assets of such Investor Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Investor Certificates in accordance with clause (g) below), (f) we have not offered or sold any Investor Certificates to, or solicited offers to buy any Investor Certificates from, any person, or otherwise approached ora plan.