Exhibit 4.1


 





EXECUTION VERSION




 


 





FIRST
AMENDMENT TO semt series 2013-4 AMENDED AND RESTATED


 


POOLING
AND SERVICING AGREEMENT


 


This FIRST AMENDMENT, dated as of June 12,
2015 (this "Amendment"), to that certain Amended and Restated Pooling and Servicing Agreement, dated as of January
1, 2014 (the "Agreement") is entered into by SEQUOIA RESIDENTIAL FUNDING, INC., as depositor (the "Depositor"),
WELLS FARGO BANK, N.A., as master servicer (the "Master Servicer"), CITIBANK, N.A., as securities administrator
(the "Securities Administrator"), and CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB, as
trustee (the "Trustee"), with respect to the Sequoia Mortgage Trust 2013-4 Mortgage Pass-Through Certificates, Series
2013-4.


 


WHEREAS, the Class A-IO1 Certificates were
previously offered to the public but purchased in their entirety at the initial closing by RWT Holdings, Inc., an affiliate of
the Depositor (the “Seller”);


 


WHEREAS, as of the date hereof the Seller
owns all of the outstanding Class A-IO1 Certificates;


 


WHEREAS, the Seller wishes to sell the Class
A-IO1 Certificates in a private placement exempt from registration under the Securities Act of 1933, as amended;


 


WHEREAS, Section 11.03(b) of the Agreement
authorizes the amendment of the Agreement by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with
the consent of Holders of not less than 66-2/3% of the Class Principal Amount of each Class of Certificates affected thereby; and


 


WHEREAS, in connection with this Amendment,
the Depositor, the Master Servicer, the Securities Administrator and the Trustee shall receive (i) a Tax Opinion pursuant to Section 11.03(b)
of the Agreement and (ii) an Opinion of Counsel stating that the execution of this Amendment is permitted pursuant to Section 11.03(f)
of the Agreement.


 


NOW, THEREFORE, the parties hereto agree
as follows:


 


Section
1.      Definitions. All capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


Section
2.      Amendments. As of the date
of this Amendment, the Agreement shall be amended as follows:


 


(a)               
The definition of “Restricted Certificate” shall be amended to read in its entirety as follows: “Restricted
Certificate: Any Class A-IO1, Class B-4, Class B-5, Class R or Class LT-R Certificate.”


 


(b)              
The form of the Class A-IO1 Certificates included as Exhibit A to the Agreement shall be replaced with Exhibit A hereto.





 




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SECTION
3.      Reference to and Effect in the Agreement. As of the date of
this Amendment, all references in the Agreement to itself shall be deemed to refer to the Agreement as amended and supplemented
by this Amendment. Except as otherwise specified in this Amendment, the Agreement shall remain in all respects unchanged and in
full force and effect.


 


Section
4.      Execution in Counterparts.
This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered, whether
in physical or electronic form, shall constitute an original, and all of which together shall constitute but one and the same instrument.


 


Section
5.      Governing Law. THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section
6.      Opinion Letters. The opinion
required under Section 11.03(b) and Section 11.03(f) of the Agreement in connection with this Amendment has been delivered to each
of the Depositor, the Master Servicer, the Securities Administrator and the Trustee.


 


SECTION 7.      None of the Trustee, the Securities
Administrator or the Master Servicer makes any representations or warranties as to the correctness of the recitals contained herein,
which shall be taken as statements of the Depositor, or the validity or sufficiency of this Amendment and none of them shall be
accountable or responsible for or with respect to nor shall any of them have any responsibility for provisions thereof. In entering
into this Amendment, the Trustee, the Securities Administrator and the Master Servicer shall be entitled to the benefit of every
provision of the Agreement relating to the conduct of or affecting the liability of or affording protection to such party.


 


 


[signatures
follow]


 




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EXECUTION VERSION







 


 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective duly authorized officers, as of the date first above written.


 


SEQUOIA RESIDENTIAL FUNDING, INC.,


as Depositor


 


By:  /s/ Matthew J. Tomiak


Name: Matthew J. Tomiak


Title: Authorized Officer


 


WELLS FARGO BANK, N.A.,


as Master Servicer


 


By: /s/ Kelly J. Rentz


Name: Kelly J. Rentz


Title: Vice President


 


CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND
SOCIETY, FSB, 

as Trustee


 


By: /s/ Jeffrey R. Everhart


Name: Jeffrey R. Everhart


Title: Assistant Vice President


 


CITIBANK, N.A.,


as Securities Administrator


 


By:  /s/ Karen Schluter


Name: Karen Schluter


Title: Vice President


 


 


 





Signature Page – First Amendment to the Pooling and
Servicing Agreement – SEMT 2013-4







 




    	3



    	 



    

 


REPRESENTATION AND CONSENT OF RWT HOLDINGS, INC.:


 


RWT Holdings, Inc. represents and warrants that it is the beneficial
holder of all of the outstanding Class A-IO1 Certificates and consents to this Amendment.


 


RWT HOLDINGS, INC.


 


 


By:       /s/ Matthew J. Tomiak


Name:   Matthew J. Tomiak 


Title:    Authorized Officer




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EXECUTION VERSION







 


 


EXHIBIT A


 


[SPECIMEN FORM OF CLASS A-IO1 CERTIFICATE]




 


 






    	 



    	 



    

 





EXHIBIT A


 


THIS CERTIFICATE IS A REMIC REGULAR INTEREST
CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE
TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER.


 


THIS IS AN INTEREST-ONLY CERTIFICATE THAT
IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF.


 


THIS CERTIFICATE IS A GLOBAL CERTIFICATE
WITHIN THE MEANING OF THE POOLING AND SERVICING AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS
CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE ISSUING
ENTITY OR THE SECURITIES ADMINISTRATOR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS
IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS PERMITTED BY THIS LEGEND. THE
HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE
OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND EXCEPT (A) IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A




    	 



    	 



    

PERSON THAT IT REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER, WHOM IT HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, PROVIDED THAT SUCH PURCHASER DELIVERS ALL DOCUMENTS AND CERTIFICATIONS AS THE ISSUING ENTITY OR THE SECURITIES ADMINISTRATOR
MAY REASONABLY REQUIRE; OR (B) TO THE ISSUING ENTITY OR THE DEPOSITOR, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS CERTIFICATE,
REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT IN A
TRANSACTION THAT DOES NOT CAUSE THE ISSUING ENTITY OR THE MORTGAGE LOANS TO BE REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY
ACT.


 


EACH TRANSFEREE OF A CERTIFICATE WILL BE
DEEMED TO REPRESENT AT TIME OF TRANSFER THAT SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS PROVIDED IN THE POOLING AND
SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE SECURITIES ADMINISTRATOR, THE DEPOSITOR, THE
TRUSTEE AND THE ISSUING ENTITY FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS
A RESULT OF SUCH ACQUISITION OR HOLDING.


 


TRANSFERS OF THE CERTIFICATES MUST GENERALLY
BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT.


 


ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUING ENTITY, THE
SECURITIES ADMINISTRATOR OR ANY INTERMEDIARY.


 


THE ISSUING ENTITY MAY REQUIRE ANY HOLDER
OF THIS CERTIFICATE THAT IS A “U.S. PERSON” AS DEFINED IN REGULATION S OR A HOLDER WHO WAS SOLD THIS CERTIFICATE IN
THE UNITED STATES WHO IN EITHER CASE IS DETERMINED NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION
OF THIS CERTIFICATE TO SELL THIS CERTIFICATE TO A PERSON THAT IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A.




    	 



    	 



    

NO TRANSFER OF THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE,
OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE
OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A
“PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3.03(d)(i)
OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR
TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH
INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED
TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION
OF THE FOREGOING.


 


IF THIS CERTIFICATE (OR ANY INTEREST THEREIN)
IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING
TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION,
OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE
OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON
FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


 


ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION
OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT
SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY
AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.




    	 



    	 



    

 


SEQUOIA MORTGAGE TRUST 2013-4


MORTGAGE PASS-THROUGH CERTIFICATES, CLASS
A-IO1


 


Evidencing a beneficial interest in a pool of residential
mortgage loans and any other assets established by


 


SEQUOIA RESIDENTIAL FUNDING, INC.


 


	
        Initial Class Notional

        Amount of the Class A-IO1

        Certificates: $540,408,000

         

         

        Certificate Interest Rate: Adjustable

         

         

        Final Scheduled Distribution

        Date: April 2043

         

         

        NUMBER 2
	
        Initial Certificate

        Notional Amount of this

        Certificate: $540,408,000

         

         

        Cut-off Date: March 1, 2013

         

         

         

         

         

         

        CUSIP: 81745U AA1



 




    	 



    	 



    

THIS CERTIFIES THAT
CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial
Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class A-IO1 Certificates, both
as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received
thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and
the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale
Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held
in the Custodial Accounts and the Distribution Account and property that secured a Mortgage Loan; and certain other assets, if
any, as described in the Pooling and Servicing Agreement (the foregoing assets hereinafter collectively referred to as the “Trust
Fund”).


 


Distributions on
this Certificate will be made on the 25th day of each month or, if such day is not a Business Day, then on the succeeding
Business Day, commencing in April 2013 (each, a “Distribution Date”), to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the calendar month preceding such
Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by
this Certificate. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Certificate set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Certificate.


 


Unless the certificate
of authentication hereon has been executed by or on behalf of the Authenticating Agent, whose name appears below by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




    	 



    	 



    

IN WITNESS WHEREOF,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as Trustee, has caused this Certificate to be duly executed.


 


CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND
SOCIETY, FSB,


not
in its individual capacity but solely as Trustee


 


 


By:                                                                     


Name:

Title:


 


Dated:                                                               


 


 


 


CERTIFICATE AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Pooling and Servicing Agreement.


 


CITIBANK, N.A.,


as Authenticating Agent


 


 


By:                                                                     


AUTHORIZED SIGNATORY


 


Dated:                                                               


 




    	 



    	 



    

SEQUOIA MORTGAGE TRUST 2013-4


MORTGAGE PASS-THROUGH CERTIFICATE


 


This Certificate is
one of a duly authorized issue of certificates designated as Sequoia Mortgage Trust 2013-4 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in a Trust Fund established pursuant to
a Pooling and Servicing Agreement, dated as of March 1, 2013 (the “Pooling and Servicing Agreement”), among Sequoia
Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (the “Master
Servicer”), Citibank, N.A., as securities administrator (the “Securities Administrator”), and Christiana Trust,
a division of Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), as amended and restated as of January
1, 2014, to which terms, provisions and conditions thereof the Holder of this Certificate by virtue of the acceptance hereof assents,
and by which such Holder is bound. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. The Certificates consist of the following Classes: Class A-1, Class A-2,
Class A-3, Class A-4, Class A-IO1, Class A-IO2, Class A-IO3, Class R, Class LT-R, Class B-1, Class B-2, Class B-3, Class B-4, and
Class B-5.


 


On each Distribution
Date, the Paying Agent, on behalf of the Trustee, will make distributions from the Distribution Account to the Holders of Certificates
according to the terms of the Pooling and Servicing Agreement. All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated among the outstanding Certificates of such Class based on the Certificate
Principal Amount (or Certificate Notional Amount) of each such Certificate.


 


Distributions on this
Certificate will be made by check mailed to the Holder of record of this Certificate on the immediately preceding Record Date at
the address of such Holder as it appears on the Certificate Register or, upon written request made to the Securities Administrator
at least five Business Days prior to the related Record Date, by any Certificateholder owning an aggregate initial Certificate
Principal Amount (or Certificate Notional Amount) of at least $1,000,000 or, in the case of any Residual Certificate, a Percentage
Interest of 100%, by wire transfer in immediately available funds to an account specified in such request and at the expense of
such Certificateholder requesting such wire transfer by deducting a wire transfer fee from the related distribution; provided,
however, that the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate
at the Corporate Trust Office (as defined below); provided, further, that the foregoing provisions shall not apply to any Certificate
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 Residual
Certificate will remain outstanding until the termination of the related REMIC or REMICs and the payment in full of all other amounts
due with respect to the Residual Certificates and at such time such final payment in retirement of any Residual Certificate will
be made only upon presentation and surrender of such Certificate at the Corporate Trust Office.


 


The Corporate Trust
Office with respect to the presentment and surrender of Certificates for the final distribution thereon is the corporate trust
office of the Certificate Registrar at 480




    	 



    	 



    

Washington Boulevard, 30th Floor,
Jersey City, New Jersey, 07310, Attention: Agency & Trust -- Sequoia Mortgage Trust 2013-4 or at such other address
as the Securities Administrator may designate from time to time.


 


The
Pooling and Servicing Agreement may be amended by the Trustee, the Master Servicer, the Securities Administrator, and the Depositor
with the consent of the Holders of not less than 66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
Interest) of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders;
provided, however, that no such amendment shall be made unless the Trustee and the Securities Administrator receive an Opinion
of Counsel, at the expense of the party requesting the change, that such change will not cause an Adverse REMIC Event; and provided
further, that no such amendment may (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate, without the consent of the Holder of such Certificate or (ii) reduce
the aforesaid percentages of Class Principal Amount or Class Notional Amount (or Percentage Interest) of Certificates of each Class,
the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Class Principal
Amount or Class Notional Amount (or Percentage Interest) of each Class of Certificates affected thereby.  For purposes
of this paragraph, references to “Holder” or “Holders” shall be deemed to include, in the case of any Class
of Book-Entry Certificates, the related Certificate Owners. Any consent by the Holder of this Certificate will be conclusive
and binding upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor
or in lieu hereof whether or not consent is made with respect to such Certificate. The Pooling and Servicing Agreement also permits
the amendment thereof in certain limited circumstances without the consent of the Holders.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the
Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Certificate
Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class of authorized denominations evidencing the same initial Certificate Principal Amount (or
Notional Amount) will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class evidencing
the same aggregate initial Certificate Principal Amount (or Notional Amount) as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.


 


The
Class A-1, Class A-2, Class A-3, Class A-4, Class B-1, Class B-2, Class B-3, Class B-4, and Class B-5 Certificates are issuable
only in registered form in minimum denominations of $100,000 in initial Certificate Principal Amount and the Class A-IO2 and Class
A-IO3 Certificates are issuable only in registered form in minimum denominations of $1,000,000 in




    	 



    	 



    

initial Certificate Notional Amount, in
each case, in integral multiples of $1 in excess thereof and, in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-IO2, Class A-IO3, Class B-1, Class B-2 and Class B-3 Certificates, will be registered in the name of the nominee of the Clearing
Agency, which shall maintain such Certificates through its book-entry facilities and, in the case of the Class B-4 and Class B-5
Certificates, will be maintained in physical form. The Class A-IO1 Certificates are issuable only as a single Certificate representing
the entire Percentage Interest in that class and will be registered in the name of the nominee of the Clearing Agency, which shall
maintain such Certificates through its book-entry facilities. The Class R and Class LT-R Certificates will each be issued as a
single Certificate representing the entire Percentage Interest in that Class and will be maintained in physical form. The Certificates
shall remain outstanding until the final Distribution Date for the Certificates.


 


On any date on which
the Aggregate Stated Principal Balance of the Mortgage Loans has declined to less than 10% of the initial Aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, subject to satisfaction of the conditions described in the Pooling and Servicing
Agreement, the Master Servicer may purchase all of the Mortgage Loans from the Trust Fund, thereby causing an early retirement
of the Certificates.


 


In no event will the
trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Pooling and Servicing Agreement of a certain person named in the Pooling and Servicing
Agreement.


 


The Depositor, the
Trustee, the Securities Administrator, the Master Servicer, the Certificate Registrar and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee,
the Securities Administrator, the Master Servicer, the Certificate Registrar or any such agent shall be affected by any notice
to the contrary.


 


As provided in the
Pooling and Servicing Agreement, this Certificate and the Pooling and Servicing Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to the conflict of laws principles applied in the State of New
York. In the event of any conflict between the provisions of this Certificate and the Pooling and Servicing Agreement, the Pooling
and Servicing Agreement shall be controlling.


 







    	 



    	 



    

ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s)
and transfer(s) unto


	 
	 


(Please print or type name and address, including postal zip
code, of assignee and social security number or employer identification number)


	 


the within Certificate stating in the names of the undersigned
in the Certificate Register and does hereby irrevocably constitute and appoint


	 


to transfer
such Certificate in such Certificate Register.


 


I
[we] further direct the Certificate Registrar to issue a new Certificate of the same Class of like principal to the above-named
assignee and deliver such Certificate to the following address:


	 
	 
	Dated:	 	 	
	 	 	Signature
    by or on behalf of Assignor
		 	
	Authorized
    Officer	 	Signature
    Guaranteed
	 	 	 
		 	
	Name
    of Institution	 	NOTICE:
    The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or
    any change whatsoever.  The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion
    Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.  Notarized
    or witnessed signatures are not acceptable as guaranteed signatures.


 




    	 



    	 



    

DISTRIBUTION
INSTRUCTIONS


 


The assignee should
include the following for the information of the Certificate Registrar. Distributions shall be made by wire transfer in immediately
available funds to


 





	 	 
	 	 
	for the account of;	 	 	 
	 	 	 
	account number	 	  or, if mailed by check, to;	 	 
	 	 



	Applicable reports and statements should be mailed to	 	 
	 	 
	 	 
	 	 






	This information is provided by 	 	 





 


	the
    assignee named above, or 	 	 as its agent.