EXHIBIT 10.8


 


EXECUTION COPY


 


ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT


 


This is an Assignment,
Assumption and Recognition Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood
Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware
corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings
bank, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” and as referred to herein,
the “Assignee”) under a Pooling and Servicing Agreement dated as of June 1, 2012 (the “Pooling and Servicing
Agreement”), and PHH Mortgage Corporation, a New Jersey corporation (“PHH”).


 


In consideration of
the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed
on Attachment 1 (the “Mortgage Loan Schedule”) now serviced by PHH (together with its successors and assigns, the “Servicer”)
for Assignor and its successors and assigns pursuant to the Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as
of July 21, 2010, between Assignor and PHH (the “Purchase and Servicing Agreement”) and the servicing thereof shall
be subject to the terms of the Purchase and Servicing Agreement as modified or supplemented by this Agreement. Unless otherwise
specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase and Servicing
Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the
date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.


 


Assignment and Assumption


 


1.          Assignor
hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the Purchase and Servicing
Agreement to the extent relating to the Mortgage Loans, together with its obligations as “Purchaser” (as such term
is defined in the Purchase and Servicing Agreement) to the extent relating to the Mortgage Loans, and Depositor hereby accepts
such assignment from Assignor and assumes such obligations.


 


2.          [Reserved].


 


3.          Depositor
hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the Purchase and Servicing
Agreement to the extent relating to the Mortgage Loans, together with its obligations as “Purchaser” (as such term
is defined in the Purchase and Servicing Agreement) to the extent relating to the Mortgage Loans, Depositor is released from all
obligations under the Purchase and Servicing Agreement, and Assignee hereby accepts such assignment from Depositor and assumes
such obligations.


 


4.          [Reserved].


 



    	 



    	 



    

 


5.          Assignee
agrees to be bound, as “Purchaser” (as such term is defined in the Purchase and Servicing Agreement), by all of the
terms, covenants and conditions of the Purchase and Servicing Agreement relating to the Mortgage Loans, and from and after the
date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and PHH all of Assignor's obligations as Purchaser
thereunder in respect of the Mortgage Loans, and Assignor is released from such obligations.


 


6.          [Reserved].


 


7.          PHH
hereby acknowledges the foregoing assignments and assumptions and agrees that Assignee shall be the “Purchaser” under
the Purchase and Servicing Agreement with respect to the Mortgage Loans.


 


Representations and Warranties


 


8.          Assignor
warrants and represents to, and covenants with, Depositor, Assignee and PHH as of the date hereof that:


 


(a)          Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase and Servicing Agreement, which agreement is in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any
notice of termination been given thereunder;


 


(b)          Assignor
is the lawful owner of its interests, rights and obligations under the Purchase and Servicing Agreement to the extent of the Mortgage
Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of such interests, rights and
obligations to Assignee as contemplated herein, Assignee shall have good title to all of Assignee's interests, rights and obligations
under the Purchase and Servicing Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;


 


(c)          There
are no offsets, counterclaims or other defenses available to PHH with respect to the Mortgage Loans under the Purchase and Servicing
Agreement;


 


(d)          Assignor
is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to enter into and perform its obligations under the Purchase and Servicing Agreement;


 



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(e)          Assignor
has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate
the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course
of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of
Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor
or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This
Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by the other
parties hereto, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law; and


 


(f)          No
consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required
to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or
the consummation by it of the transactions contemplated hereby.


 


9.          Depositor
warrants and represents to, and covenants with, Assignor, Assignee and PHH that as of the date hereof:


 


(a)          Depositor
is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;


 


(b)          Depositor
has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate
the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course
of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions
of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor.
This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the
other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law; and


 



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(c)          No
consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required
to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or
the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.


 


10.         Assignee
warrants and represents to, and covenants with, Assignor, Depositor and PHH that as of the date hereof:


 


(a)          Assignee
is a federal savings bank duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;
and


 


(b)          Assignee
has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution,
delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have
been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor, will constitute the valid and legally binding obligation of
Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general
principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.


 


11.         PHH
warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:


 


(a)          Attached
hereto as Attachment 2 is a true and accurate copy of the Purchase and Servicing Agreement, which agreement is in full force and
effect as of the date hereof and, except to the extent modified by this Agreement, the provisions of which have not been waived,
amended or modified in any respect, nor has any notice of termination been given thereunder;


 


(b)          PHH
is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to service the Mortgage Loans pursuant to the Purchase and Servicing Agreement and otherwise to perform its
obligations under the Purchase and Servicing Agreement;


 


(c)          PHH
has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate
the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course
of PHH’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of PHH’s
charter or by-laws or any legal restriction, or any material agreement or instrument to which PHH is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which PHH or its property is subject.
The execution, delivery and performance by PHH of this Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on part of PHH. This Agreement has been duly executed and delivered
by PHH and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally
binding obligation of PHH enforceable against PHH in accordance with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally,
and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and


 



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(d)          No
consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required
to be obtained or made by PHH in connection with the execution, delivery or performance by PHH of this Agreement, or the consummation
by it of the transactions contemplated hereby.


 


Restated PHH Representations and Warranties


 


12.         (i)          [Reserved].


 


(ii)         Pursuant
to Section 3.07 of the Purchase and Servicing Agreement, PHH hereby restates to Depositor and Assignee (a) the representations
and warranties set forth in Sections 3.01 and 3.02 of the Purchase and Servicing Agreement as of the date hereof and (b) the representations
and warranties set forth in Section 3.03 of the Purchase and Servicing Agreement with respect to each Mortgage Loan as of the respective
Funding Date, as if such representations and warranties were set forth herein in full. In the event of a breach of any representations
and warranties set forth in Sections 3.01, 3.02 or 3.03 of the Purchase and Servicing Agreement as of the Funding Date or the date
hereof, as the case may be, Depositor and Assignee shall be entitled to all of the remedies set forth in the Purchase and Servicing
Agreement.


 


Repurchase Upon Breach of Representations
and Warranties


 


13.         (a)          Assignor
hereby covenants and agrees that, if a breach of any representation and warranty set forth in Section 3.03 of the Purchase and
Servicing Agreement exists on the date hereof that materially and adversely affects the value of any Mortgage Loan or the interest
of Assignee in any Mortgage Loan and such breach did not exist as of the Funding Date of that Mortgage Loan, Assignor shall have
a period of 60 days from the earlier of either discovery or receipt of written notice from Assignee to Assignor of such breach
within which to correct or cure such breach. Each determination as to whether there has been such a breach shall be conducted on
a Mortgage Loan-by-Mortgage Loan basis. A breach of representations and warranties in the first sentence of Section 3.03(21) and
Sections 3.03(41) and (52) of the Purchase and Servicing Agreement shall be deemed to materially and adversely affect the value
of the related Mortgage Loan and the interest of the Assignee therein. Assignor hereby covenants and agrees that if any breach
cannot be corrected or cured within such 60 day period, then Assignor shall, at its option, (i) substitute a mortgage loan for
the Defective Mortgage Loan in accordance with the Purchase and Servicing Agreement, (ii) repurchase the related Mortgage Loan
at the Repurchase Price or (iii) except for a breach of a representation and warranty in Section 3.03(52) of the Purchase and Sale
Agreement, make an indemnification payment in an amount equal to the reduction in value of such Mortgage Loan as a result of such
breach not later than 90 days after its discovery or receipt of notice of such breach and in the case of clauses (ii) and (iii)
above, by wire transfer of immediately available funds to such account as Assignee shall specify to Assignor.


 



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(b)          Assignor
and Assignee agree that the resolution of any controversy or claim arising out of or relating to an obligation or alleged obligation
of Assignor to repurchase a Mortgage Loan or Mortgage Loans pursuant to Section 13(a) above shall be by Arbitration administered
by the American Arbitration Association. If any such controversy or claim has not been resolved to the satisfaction of both Assignor
and Assignee, either party may commence Arbitration to resolve the dispute; provided that a party may commence Arbitration with
respect to one or more unresolved allegations only during the months of January, April, July and October, and all matters with
respect to which Arbitration has been commenced in any such month shall be heard in a single Arbitration in the immediately following
month or as soon as practicable thereafter.


 


(c)          To
commence Arbitration, the moving party shall deliver written notice to the other party that it has elected to pursue Arbitration
in accordance with this Section 13, provided that if Assignor has not responded to Assignee's notification of a breach of a representation
and warranty, Assignee shall not commence Arbitration with respect to that breach before 60 days following such notification in
order to provide Assignor with an opportunity to respond to such notification. Within 10 Business Days after a party has provided
notice that it has elected to pursue Arbitration, each party may submit the names of one or more proposed Arbitrators to the other
party in writing. If the parties have not agreed on the selection of an Arbitrator within five Business Days after the first such
submission, then the party commencing Arbitration shall, within the next 5 Business Days, notify the American Arbitration Association
in New York, New York and request that it appoint a single Arbitrator with experience in arbitrating disputes arising in the financial
services industry.


 


(d)          It
is the intention of the parties that Arbitration shall be conducted in as efficient and cost-effective a manner as is reasonably
practicable, without the burden of discovery. Accordingly, the Arbitrator will resolve the dispute on the basis of a review of
the written correspondence between the parties (including any supporting materials attached to such correspondence) conveyed by
the parties to each other in connection with the dispute prior to the delivery of notice to commence Arbitration; however, upon
a showing of good cause, a party may request the Arbitrator to direct the production of such additional information, evidence and/or
documentation from the parties that the Arbitrator deems appropriate. If requested by the Arbitrator or any party, any hearing
with respect to an Arbitration shall be conducted by video conference or teleconference except upon the agreement of both parties
or the request of the Arbitrator.


 



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(e)          The
finding of the Arbitrator shall be final and binding upon the parties. Judgment upon any arbitration award rendered may be entered
and enforced in any court of competent jurisdiction. The costs of the Arbitrator shall be shared equally between both parties.
Each party, however, shall bear its own attorneys fees and costs in connection with the Arbitration.


 


Recognition of Assignee


 


14.         (a)          From
and after the date hereof, subject to Sections 16 and 17 below, PHH shall recognize Assignee as owner of the Mortgage Loans and
will service the Mortgage Loans and perform its obligations hereunder and under the Purchase and Servicing Agreement for the benefit
of the Assignee in accordance with this Agreement and the Purchase and Servicing Agreement, each as modified hereby and as may
be amended from time to time, as if Assignee and PHH had entered into a separate purchase and servicing agreement for the purchase
and servicing of the Mortgage Loans.


 


(b)          [Reserved].


 


(c)          It
is the intention of Assignor, Depositor, PHH and Assignee that this Agreement shall constitute a separate and distinct servicing
agreement, and the entire servicing agreement, between PHH and Assignee to the extent of the Mortgage Loans and shall be binding
upon and for the benefit of the respective successors and assigns of the parties hereto.


 


15.         The
Mortgage Loans shall be serviced by PHH for Assignee in accordance with all applicable state, federal and local laws as well as
in conformity with the provisions of the applicable Mortgages and Mortgage Notes, and pursuant to the terms and conditions of this
Agreement.


 


Continuing Rights and Responsibilities


 


16.         (a)          Controlling
Holder Rights. PHH agrees and acknowledges that Sequoia Mortgage Funding Corporation, an Affiliate of the Depositor, in its
capacity as the initial Controlling Holder pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling
Holder, will assume all of Assignee's rights and all related responsibilities of the Assignee under each of the following sections
of the Purchase and Servicing Agreement:


 


Purchase
and Servicing Agreement:


 


	Section	 	Matter
	 	 	 
	3.04	 	Repurchase and Substitution
	 	 	 
	7.06	 	Purchaser's Right to Examine Servicer Records; Reports


 



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(b)          Notwithstanding
Sections 1, 2 and 14 above, Assignor reserves its rights under, and does not assign to Assignee or Depositor, the ongoing rights
to take action and the responsibilities of the Purchaser under the sections of the Purchase and Servicing Agreement listed below:


 


Purchase
and Servicing Agreement:


 


	Section	 	Matter
	 	 	 
	3.06	 	Purchase Price Protection
	 	 	 
	Article XIII	 	Compliance with Regulation AB


 


(c)          In
addition, PHH agrees to furnish to Assignor and to Wells Fargo Bank, N.A., as master servicer or securities administrator under
the Pooling and Servicing Agreement (the “Master Servicer”), copies of reports, notices, statements and other communications
required to be delivered to the Assignee by PHH pursuant to any of the sections of the Purchase and Servicing Agreement referred
to above and under the following sections, at the times therein specified:


 


Purchase and Servicing
Agreement:


 


	Section	 	 
	 	 	 
	5.09	 	Transfer of Accounts
	 	 	 
	6.02	 	Reporting
	 	 	 
	Section 13.04	 	Servicer Compliance Statement
	 	 	 
	Section 13.05	 	Report on Assessment of Compliance and Attestation


 


(d)          If
there is no Controlling Holder under the Pooling and Servicing Agreement, then all rights and responsibilities assumed by the Controlling
Holder pursuant to Section 16(a) shall terminate and revert to Assignee.


 


Assignor will provide thirty (30) days
notice to PHH, the Master Servicer and the Trustee of any such termination of which Assignor has knowledge.


 


Amendments to Purchase and Servicing
Agreement


 



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17.         [Reserved].


 


18.         The
parties agree that the Purchase and Servicing Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:


 


(a)          Definitions.


 


(i)          The
definitions of “Arbitration,” “Business Day,” “Designated Guidelines,” “Eligible Account,”
“Opinion of Counsel,” “Permitted Investment,” “Repurchase Price,” “Servicing Fee”
and “Servicing Fee Rate” set forth in Section 1.01 of the Purchase and Servicing Agreement shall be deleted and replaced
in their entirety as follows, and the definition of “Stated Principal Balance” as set forth below shall be added to
Section 1.01 following the definition of “Proprietary Lease” (capitalized terms not defined in the Purchase and Servicing
Agreement but listed on Attachment 3 shall be defined as specified on Attachment 3):


 


Arbitration:
Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association and administered
by the American Arbitration Association, which shall be conducted in New York, New York or other place mutually acceptable to the
parties to the arbitration.


 


Business
Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the State of New York, the State of New Jersey,
the State of California, the State of Delaware, the State of Maryland or the State of Minnesota, or (iii) a day on which banks
in the State of New York, the State of New Jersey, the State of California, the State of Delaware, the State of Maryland or the
State of Minnesota are authorized or obligated by law or executive order to be closed.


 


Designated
Guidelines: As to each Mortgage Loan, the applicable set of underwriting guidelines in effect as of the origination date of
such Mortgage Loan, in the form provided by the Seller to the Purchaser, as may be updated and provided to the Purchaser from time
to time.


 


Eligible
Account: Any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term
and long-term unsecured debt obligations of which are rated in the highest rating category of the Rating Agency with respect to
short-term unsecured debt obligations and in one of the two highest rating categories of Fitch, Inc. (the “Rating Agency”)
with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein. Eligible Accounts may
bear interest. If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company
that maintains the account or accounts is no longer in the highest rating category of the Rating Agency with respect to short-term
unsecured debt obligations or in one of the two highest rating categories of the Rating Agency with respect to long-term unsecured
debt obligations, the funds on deposit therewith in connection with this transaction shall be transferred to an Eligible Account
within 30 days of such downgrade.


 



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Opinion
of Counsel: A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being
given, reasonably acceptable to each Person to whom such opinion is addressed, and which must be Independent outside counsel with
respect to any such opinion of counsel concerning the taxation or the federal income tax status of each REMIC.


 


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


 


(i)          direct
obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United
States of America the obligations of which are backed by the full faith and credit of the United States of America;


 


(ii)         (a)
demand or time deposits, federal funds or bankers’ acceptances issued by any depository institution or trust company incorporated
under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured
debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment
providing for such investment are rated in the highest rating category by the Rating Agency for long-term unsecured debt with a
maturity of more than one year or in the highest rating category with respect to short-term obligations and (b) any other demand
or time deposit or certificate of deposit that is fully insured by the FDIC;


 


(iii)        repurchase
obligations with a term not to exceed thirty (30) days and with respect to any security described in clause (i) above and entered
into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;


 


(iv)        securities
bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or
any state thereof that are rated in the highest rating category by the Rating Agency for long-term unsecured debt with a maturity
of more than one year or in the highest rating category with respect to short-term obligations, in each case at the time of such
investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal
amount of securities issued by such corporation and held as Permitted Investments to exceed 10% of the aggregate outstanding principal
balances of all of the Mortgage Loans and Permitted Investments;


 



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(v)         commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) that is rated in the highest rating category by the Rating Agency
at the time of such investment; and


 


(vi)        any
money market funds rated in one of the two highest rating categories by the Rating Agency for long-term unsecured debt with a maturity
of more than one year or in the highest rating category with respect to short-term obligations, including any such fund managed
or advised by the Trustee or any of its Affiliates;


 


provided, however, that no instrument
or security shall be a Permitted Investment if such instrument or security evidences a right to receive only interest payments
with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest
with a yield to maturity in excess of 120% of the yield to maturity at par or if such instrument or security is purchased at a
price greater than par.


 


Repurchase
Price: With respect to any Mortgage Loan, a price equal to (i) the Unpaid Principal Balance of such Mortgage Loan plus (ii) interest
on such Unpaid Principal Balance at the Note Rate from and including the last Due Date through which interest has been paid by
or on behalf of the Mortgagor up to the Due Date following the date of repurchase, minus (iii) amounts received in respect of such
repurchased Mortgage Loan which are being held in the Collection Account for distribution in connection with such Mortgage Loan
and, if the Servicer is also the Seller, minus (iv) any unreimbursed Monthly Advances (including Non-recoverable Advances) and
any unpaid Servicing Fees made by or owing to the Servicer and allocable to such repurchased Mortgage Loan, which amounts shall
be deposited in the Collection Account for withdrawal by the Servicer in accordance with Section 5.05; provided, however,
that Servicer shall only be entitled to reimburse itself for Monthly Advances pursuant to Section 5.05(3) and any unpaid Servicing
Fees pursuant to Section 5.05(4) from Repurchase Price proceeds to the extent that such Monthly Advances and unpaid Servicing Fees
have not been subtracted in accordance with this definition; and provided, further, that, notwithstanding the provisions
of Section 5.05 to the contrary, if Servicer as Seller or Servicer is required to repurchase a Mortgage Loan pursuant to Section
3.04, Servicer’s right to reimburse itself pursuant to Section 5.05(4) shall be subsequent to the payment to Purchaser of
the Repurchase Price pursuant to Section 3.04, and all other amounts required to be paid to the Purchaser with respect to the Mortgage
Loan.


 



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Servicing
Fee: With respect to each Mortgage Loan and any calendar month (or portion thereof) an amount equal to 1/12 of the product
of (i) the Stated Principal Balance of such Mortgage Loan and (ii) the Servicing Fee Rate applicable to such Mortgage Loan.


 


Servicing
Fee Rate: A per annum rate equal to 0.25%.


 


Stated Principal
Balance: As to any Mortgage Loan and date of determination, the unpaid principal balance of such Mortgage Loan as of the most
recent Due Date as determined by the amortization schedule for the Mortgage Loan at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous
Servicing Modification, Principal Prepayments and related Liquidation Proceeds allocable to principal and to the payment of principal
due on such Due Date (but not unscheduled Principal Prepayments received on such Due Date) and irrespective of any delinquency
in payment by the related Mortgagor.


 


(b)          Servicing
Standard. In servicing the Mortgage Loans in accordance with the Purchase and Servicing Agreement and Customary Servicing Procedures,
the Servicer shall service the Mortgage Loans with a view to the best interests of all holders of the Sequoia Mortgage Trust 2012-3
Mortgage Pass-Through Certificates as a single class.


 


(c)          Collection
of Mortgage Loan Payments and Segregated Collection Account.


 


(i)          The
following paragraph shall be added to Section 5.02:


 


Mortgage Loan
payments received by the Servicer will be deposited within one Business Day of receipt into a clearing account that is an Eligible
Account. The Mortgage Loan payments may be commingled with payments of other mortgagors and investors for up to two Business Days
prior to the Servicer depositing the Mortgage Loan payments in the 2012-3 Collection Account. Such clearing account shall not be
used for operational or corporate purposes of the Servicer.


 



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(ii)         The
Servicer shall establish a Collection Account pursuant to Section 5.04 of the Purchase and Servicing Agreement which shall be titled
“PHH Mortgage Corporation, as trustee and/or bailee for Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee of the Sequoia Mortgage Trust 2012-3” (the “2012-3 Collection Account”), which shall be the Collection
Account under this Agreement for all purposes. If the 2012-3 Collection Account is no longer an Eligible Account, the Servicer
shall transfer the 2012-3 Collection Account to an account that is an Eligible Account.


 


(d)          Section
3.04 Repurchase and Substitution.


 


(i)          The
second paragraph of Section 3.04 shall be amended and replaced, to read in its entirety as follows:


 


Upon discovery
by the Seller, the Servicer or the Purchaser of a breach of any of the representations and warranties contained in Sections 3.01,
3.02 or 3.03 that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser in the Mortgage
Loans (or that materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser in the
related Mortgage Loan, in the case of a representation or warranty relating to a particular Mortgage Loan), the party discovering
such breach shall give prompt written notice to the other. Each determination as to whether there has been such a breach shall
be conducted on a Mortgage Loan-by-Mortgage Loan basis. A breach of representations and warranties in the first sentence of Section
3.03(21) and Sections 3.03(41) and (52) hereof, shall be deemed to materially and adversely affect the value of the related Mortgage
Loan and the interest of the Purchaser therein. With respect to the representations and warranties contained in Section 3.03 that
are made to the Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage
Loan or the interests of the Purchaser therein, the Purchaser shall be entitled to all the remedies to which it would be entitled
for a breach of such representation or warranty, including, without limitation, the repurchase requirements contained herein, notwithstanding
Seller’s lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made.


 


(ii)         Clause
(ii) of the second sentence of the third paragraph of Section 3.04 shall be amended and replaced, to read in its entirety as follows:


 


(ii) except
for a breach of the representation and warranty in Section 3.03(52) hereof, make an indemnification payment to Purchaser in an
amount equal to the reduction in value of such Mortgage Loan as a result of such breach.


 



    	13



    	 



    

 


(iii)        The
last sentence of the third paragraph of Section 3.04 shall be amended and replaced, to read in its entirety as follows:


 


If the breach
of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to this Section
3.04 was the representation and warranty set forth in clause (9) or (41) of Section 3.03 hereof, then the Seller shall pay to the
Purchaser, concurrently with and in addition to the remedies provided in this Section 3.04, an amount equal to any liability, penalty
or expense that was actually incurred and paid out of or on behalf of the Purchaser, and that directly resulted from such breach,
or if incurred and paid by or on behalf of the Purchaser thereafter, concurrently with such payment.


 


(e)          Section
5.01 Servicing Standards; Additional Documents; Consent of Purchaser.


 


(i)          The
first sentence of Section 5.01(3)(c) shall be amended and replaced, to read in its entirety as follows:


 


(c)          consistent
with the terms of this Agreement, and subject to the REMIC Provisions if the Mortgage Loans have been transferred to a REMIC, the
Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such
term or in any manner grant indulgence to any Mortgagor; provided, however, that (unless the Mortgagor is in default with
respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent,
and the Servicer has received the express written consent of the Purchaser) the Servicer shall not enter into any payment plan
or agreement to modify payments with a Mortgagor lasting more than twelve (12) months or permit any modification with respect to
any Mortgage Loan that would change the Mortgage Interest Rate, the Maximum Rate (if applicable), the Initial Rate Cap (if
applicable), the Periodic Rate Cap (if applicable) or the Gross Margin (if applicable), agree to the
capitalization of arrearages, including interest, fees or expenses owed under the Mortgage Loan, make any future advances or extend
the final maturity date with respect to such Mortgage Loan (provided that the Servicer shall in no event extend the final maturity
date past July 25, 2042 or, if such 25th day is not a Business Day, the next succeeding Business Day), or accept substitute or
additional collateral or release any collateral for such Mortgage Loan.


 


(ii) The first three
sentences of Section 5.01(3)(h) shall be amended and replaced, to read in their entirety as follows:


 



    	14



    	 



    

 


(h)          notwithstanding
anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances
or wastes, or if the Purchaser otherwise requests an Environmental Assessment or review of such Mortgaged Property, such Environmental
Assessment or review shall be conducted at the Purchaser’s expense or shall be reimbursable as a Servicing Advance. Upon
completion of the Environmental Assessment, the Servicer shall promptly provide the Purchaser with a written report of the Environmental
Assessment. In the event (a) the Environmental Assessment report indicates that the Mortgaged Property is contaminated by hazardous
or toxic substances or wastes and (b) the Purchaser provides written approval for the Servicer to proceed with foreclosure or acceptance
of a deed in lieu of foreclosure, the Servicer shall be reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the Servicer, the Servicer shall be entitled to be
reimbursed from amounts in the Collection Account pursuant to Section 5.05 hereof; provided, however, that if the costs
associated with the environmental clean up are projected to exceed $10,000, the Servicer shall notify the Purchaser and shall have
no obligation to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, or otherwise remediate or incur any such
clean up costs.


 


(f)          Section
5.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Insurance Policies; Collections Thereunder.


 


(i)          The
first sentence of the second paragraph of Section 5.08 shall be amended and replaced, to read in its entirety as follows:


 


With respect
to each Mortgage Loan with a Loan-to-Value Ratio in excess of 80%, the Servicer shall promptly, without any cost to the Purchaser,
maintain in full force and effect a Primary Insurance Policy, conforming in all respects to the description set forth in Section
3.03(30) hereof, issued by an insurer described in that Section, with respect to each Mortgage Loan for which such coverage is
required.


 


(ii)         The
fourth sentence of the second paragraph of Section 5.08 shall be amended and replaced, to read in its entirety as follows:


 


The Servicer
shall not cancel or refuse to renew any Primary Insurance Policy in effect on the Funding Date that is required to be kept in force
under this Agreement unless a replacement Primary Insurance Policy for such canceled or nonrenewed policy is obtained from and
maintained with an insurer that satisfies the standards set forth in Section 3.03(30) hereof.


 



    	15



    	 



    

 


(g)          Section
5.13 Realization Upon Specially Serviced Mortgage Loans and REO Properties. The second sentence of the first paragraph of Section
5.13 shall be amended and replaced, to read in its entirety as follows:


 


In the event
that any payment due under any Mortgage Loan remains delinquent for a period of 45 days, the Servicer shall order an inspection
of the related Mortgaged Property and, except with respect to any Mortgage Loan for which the Servicer is in the process of modifying
or has modified the terms of such Mortgage Loan, if the Mortgage Loan remains delinquent for a period of 90 days or more, the Servicer
shall commence foreclosure proceedings in accordance with Customary Servicing Procedures and the guidelines set forth by Fannie
Mae, Freddie Mac, or FHFA, and FHA or VA, as applicable.


 


(h)          Section
8.02 Purchaser Financial Statements. Section 8.02 shall be amended and replaced, to read in its entirety as follows:


 


Section 8.02
[Reserved].


 


(i)          Section
11.01 Term and Termination. Clause (2) of Section 11.01 shall be amended and replaced, to read in its entirety as follows:


 


(2)         In
any case other than as provided under clause (1) hereof, the obligations and responsibilities of the Servicer hereunder shall terminate
upon: the later of (a)(I) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan
and (II) the disposition of all REO Property and the remittance of all funds due hereunder and (b) the exercise of a party of its
Clean-up Call (as such term is defined in the Pooling and Servicing Agreement).


 


(j)          REMIC
Provisions.


 


(i)          The
following definition of “REMIC Provisions” is hereby added to Section 1.01 of the Purchase and Servicing Agreement
(capitalized terms not defined in the Purchase and Servicing Agreement to be as defined in the Pooling and Servicing
Agreement):


 


REMIC Provisions:Sections
860A through 860G of the Internal Revenue Code; such other provisions of the Code as relate to an entity created thereunder; the
regulations promulgated pursuant such sections and provisions of the Code; and published guidance issued by the Internal Revenue
Service relating to such Code sections and regulations.


 


(ii)         The
following additional provisions shall be added after Section 7.07, to read in its entirety as follows:


 



    	16



    	 



    

 


Section
7.08         Compliance with REMIC Provisions


 


If a REMIC
election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Servicer shall
not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result
in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code)
unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.


 


(iii)        The
following paragraph shall be added to the end of Section 11.13, to read in its entirety as follows:


 


If a Mortgage
Loan is held by a REMIC, the Servicer shall not acquire any real property (or personal property incident to such real property)
in respect of such Mortgage Loan except in connection with a default or imminent default of such Mortgage Loan. In the event that
a REMIC acquires any real property (or personal property incident to such real property) in connection with a default or imminent
default of a Mortgage Loan, such property shall be disposed of by the Servicer as soon as practicable in a manner that, consistent
with prudent mortgage loan servicing practices, maximizes the net present value of the recovery to the Trust, but in any event
within three years after its acquisition by such REMIC unless the Servicer provides to the Purchaser and the Trustee and the Securities
Administrator under the Pooling and Servicing Agreement an Opinion of Counsel to the effect that the holding by such REMIC of such
Mortgaged Property subsequent to three years after its acquisition will not result in the imposition of taxes on “prohibited
transactions” on such REMIC as defined in Section 860F of the Code or under the law of any state in which real property securing
a Mortgage Loan owned by such REMIC is located or cause such REMIC to fail to qualify as a REMIC for federal income tax purposes
or for state tax purposes under the laws of any state in which real property securing a Mortgage Loan owned by such REMIC is located
at any time that any mortgage pass-through certificates representing interests in such REMIC are outstanding. The Servicer shall
conserve, protect and operate each such property for such REMIC solely for the purpose of its prompt disposition and sale in a
manner which does not cause such property to fail to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) or result in the receipt by such REMIC of any “income from non-permitted assets” within the meaning of Section
860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC
Provisions. Pursuant to its efforts to sell such property, the Servicer shall either itself or through an agent selected by the
Servicer protect and conserve such property in the same manner and to such extent as is customary in the locality where such property
is located and may, incident to its conservation and protection of the assets of the Trust, rent the same, or any part thereof,
as the Servicer deems to be in the best interest of the Trust for the period prior to the sale of such property. Additionally,
the Servicer shall perform the tax withholding and shall file information returns with respect to the receipt of mortgage interests
received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns
relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Purchaser and the Trustee and the Securities Administrator under the Pooling and
Servicing Agreement an Officers’ Certificate on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and
6050P of the Code.


 



    	17



    	 



    

 


(k)          Form
of Monthly Report.         The Servicer shall provide monthly accounting
reports to the Purchaser and Master Servicer, pursuant to Section 6.02 of the Purchase and Servicing Agreement, with the information
included in the ASF RMBS Reporting Package issued by the American Securitization Forum on July 15, 2009, as revised from time to
time, to the extent available.


 


(l)          Avoidance
of Consolidation.


 


(i)          An
additional “Event of Default” shall be listed in Section 10.01, to be inserted after clause (10), to read in its entirety
as follows:


 


or (11)
the purchase or holding of any securities issued in a Securitization Transaction by any Servicer that is an insured depository
institution, as such term is defined in the Federal Deposit Insurance Act (an “insured depository institution”) (any
Servicer that is an insured depository institution, an “IDI Servicer”) such that the IDI Servicer is required to consolidate
any of the Mortgage Loans on its financial statements under U.S. generally accepted accounting principles;


 


(ii)         The
following Section 9.05 shall be inserted after Section 9.04, to read in its entirety as follows:


 


Section 9.05         Avoidance
of Consolidation.


 


(a)          Each
IDI Servicer hereby covenants and agrees that it shall not hold or purchase any certificate (a “Certificate”) issued
by the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) as part of the initial
offering of Certificates or if its holding or purchase of such Certificate (or interest therein) would cause such IDI Servicer
to be required to consolidate any assets of the issuing entity on its financial statements under U.S. generally accepted accounting
principles (“Consolidate” or “Consolidation”). Any IDI Servicer shall be deemed to have represented by
virtue of its purchase or holding of such Certificate (or interest therein) that its holding or purchase of such Certificate (or
interest therein) will not cause such IDI Servicer to be required to Consolidate any assets of the issuing entity on its financial
statements.


 



    	18



    	 



    

 


If an IDI
Servicer's holding or purchase of a Certificate (or interest therein) does in fact cause such Consolidation, then the last preceding
transferee that is not required to Consolidate shall be restored, to the extent permitted by law, to all rights and obligations
as owner of such Certificate retroactive to the date of such transfer of such Certificate. If an IDI Servicer holds or purchases
a Certificate (or interest therein) in violation of the restrictions in this Section 9.05 and to the extent that the retroactive
restoration of the rights of the owner of such Certificate as described in the immediately preceding sentence shall be invalid,
illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the owner or any prior owner
of such Certificate, to sell such Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities
Administrator may choose. The IDI Servicer shall promptly endorse and deliver such Certificate in accordance with the instructions
of the Securities Administrator. The proceeds of such sale, net of the commissions (which may include commissions payable to the
Securities Administrator or its affiliates), expenses and taxes due, if any, shall be remitted by the Securities Administrator
to the IDI Servicer. The terms and conditions of any sale under this Section 9.05 shall be determined in the sole discretion of
the Securities Administrator, and the Securities Administrator shall not be liable to any owner of a Certificate as a result of
its exercise of such discretion. The IDI Servicer shall indemnify and hold harmless the Depositor and the Trust from and against
any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such holding or purchase resulting
in a Consolidation.


 


(b)          The
Servicer covenants and agrees that it shall not transfer its servicing rights and duties under this Agreement to an insured depository
institution (an insured depository institution in such capacity, a “servicer transferee”) unless the Servicer shall
have received a representation from the servicer transferee that the acquisition of such servicing rights and duties will not cause
the servicer transferee to be required to Consolidate any assets of the Trust on its financial statements. Any servicer transferee
shall be deemed to have represented by virtue of its acquisition of such servicing rights and duties that such acquisition will
not cause Consolidation. Any servicer transferee whose acquisition of such servicing rights and duties was effected in violation
of the restrictions in this Section 9.05 shall indemnify and hold harmless the Servicer, the Depositor and the Trust from and against
any and all losses, liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition.


 



    	19



    	 



    

 


(m)          The
Designated Guidelines attached as Exhibit 1.01 are hereby removed from the Purchase and Servicing Agreement and the reference to
Designated Guidelines in the Table of Contents shall be replaced with “[Reserved.]”


 


(n)          The
first sentence of Section 5.14 is hereby deleted and replaced in its entirety with the following:


 


If title to
any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (each, an “REO Property”), the
deed or certificate of sale shall be taken in the name of the Trust, where permitted by applicable law or regulation, and where
not so permitted, in the name of the trustee of the Trust or its nominee.


 


(o)          Servicer
Reports. The Servicer shall provide monthly reports to the Purchaser pursuant to Section 6.02 in the formats attached hereto
as Exhibits 13 and 14, or in such other format as the Servicer, the Purchaser and the Depositor shall agree in writing.


 


(p)          Indemnification
Expenses. The second sentence of Section 9.01 is hereby deleted and replaced in its entirety with the following:


 


The Seller
or Servicer, as the case may be, shall immediately (i) notify the Purchaser if a claim is made by a third party with respect to
this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all expenses in connection
therewith, including attorneys’ fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or decree that may
be entered against it or the Purchaser in respect of such claim.


 


19.         The
rights under the Purchase and Servicing Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be
under the Purchase and Servicing Agreement as amended by this Agreement.


 


Miscellaneous


 


20.         All
demands, notices and communications related to the Mortgage Loans, the Purchase and Servicing Agreement and this Agreement shall
be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
as follows:


 


		(a)	In the case of PHH,



 


PHH Mortgage Corporation


One Mortgage Way


Mount Laurel, New Jersey
08054


Attention: Vice President
Servicing


 



    	20



    	 



    

 


with a copy to


 


PHH Mortgage Corporation


One Mortgage Way


Mount Laurel, New Jersey
08054


Attention: Fred Kinkler,
Assistant General Counsel


 


		(b)	In the case of Assignee,



 


Christiana Trust, a division
of Wilmington Savings Fund Society, FSB


500 Delaware Avenue,
11th Floor


Wilmington, Delaware,
19801


Attention: Corporate
Trust


 


		(c)	In the case of Depositor,



 


Sequoia Residential Funding,
Inc.


One Belvedere Place,
Suite 360


Mill Valley, California
94941


Attention: William Moliski


 


with a copy to


 


General Counsel at the
same address


 


		(d)	In the case of Assignor,



 


Redwood Residential Acquisition
Corporation


One Belvedere Place,
Suite 360


Mill Valley, California
94941


Attention: William Moliski


 


with a copy to


 


General Counsel at the
same address


 


		(e)	In the case of the Master Servicer,



 


Wells Fargo Bank, N.A.


9062 Old Annapolis Road


Columbia, Maryland 21045


 


Telephone number: (410)
884-2000


Facsimile number: (410)
715-2380


Attention: Client Manager
— Sequoia Mortgage Trust 2012-3


 



    	21



    	 



    

 


		(f)	In the case of the Controlling Holder,



 


Sequoia Mortgage Funding
Corporation


One Belvedere Place,
Suite 360


Mill Valley, California
94941


Attention: William Moliski


 


with a copy to


 


General Counsel at the
same address


 


21.         This
Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law,
and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard
to the conflicts of laws provisions of the State of New York or any other jurisdiction.


 


22.         No
term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.


 


23.         This
Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor,
Assignee or PHH may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor,
Assignee or PHH, respectively, hereunder.


 


24.         This
Agreement shall survive the conveyance of the Mortgage Loans, the assignment the Purchase and Servicing Agreement by Assignor to
Assignee, and the termination of the Purchase and Servicing Agreement.


 


25.         This
Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.


 


26.         The
Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall
have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory
hereto. PHH hereby consents to such exercise and enforcement.


 



    	22



    	 



    

 


27.         It
is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee as the Assignee
(i) this Agreement is executed and delivered by Christiana Trust, a division of Wilmington Savings Fund Society, FSB (“Christiana
Trust”) not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing
Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in
it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf
of the Trust is made and intended not as a personal undertaking or agreement of or by Christiana Trust but is made and intended
for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part
of Christiana Trust, individually or personally, to perform any covenant either express or implied in this Agreement, all such
liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto,
and (iv) under no circumstances shall Christiana Trust in its individual capacity or in its capacity as Trustee be personally liable
for the payment of any indebtedness, amounts or expenses owed by the Purchaser under the Servicing Agreement (such indebtedness,
expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach
or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.


 


28.         Master
Servicer. PHH hereby acknowledges that the Assignee has appointed Wells Fargo Bank, N.A. to act as master servicer and securities
administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations
and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting
on behalf of the Assignee, shall have the rights of the Assignee hereunder and the rights of the Assignee as the Purchaser under
the Purchase and Servicing Agreement, including, without limitation, the right to enforce the obligations of the Seller and Servicer
hereunder and thereunder and the right to exercise the remedies of the Purchaser hereunder and thereunder, except to the extent
such rights have been retained by the Assignor under Section 16 hereof.


 


29.         PHH
shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer
of immediately available funds:


 


Wells Fargo Bank, N.A.


San Francisco, California


ABA# 121-000-248


Account #3970771416


Account Name: SAS Clearing


FFC: Account #48066700, Sequoia
Mortgage Trust 2012-3 Distribution Account


 


30.         PHH
acknowledges that the custodian will be Wells Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Requests for Mortgage
Loan Documents under Section 2.04 of the Purchase and Servicing Agreement shall be directed to Wells Fargo Bank, N.A., as custodian,
using the form of Request for Release in the form of Exhibit F hereto. PHH shall provide the Custodian with the specimen signatures
of PHH's authorized servicing representatives using the form in Exhibit D-3 hereto. Notwithstanding Section 2.04 of the Purchase
and Servicing Agreement, PHH shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation
or warranty made with respect to the related Mortgage Loan in Section 3.03 of the Purchase and Servicing Agreement.


 



    	23



    	 



    

 


31.         Assignor
hereby requests that PHH furnish each Mortgagor with the notice described in Section 2.07 of the Purchase and Servicing Agreement,
in accordance with the terms of Section 2.07 therein, and PHH hereby covenants that it shall furnish each Mortgagor with such notice
as provided therein.


 


32.         PHH
hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination or servicing thereof to any
Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rmbs17g5informationprovider@wellsfargo.com,
with a subject reference of “SEMT 2012-3” and an identification of the type of information being provided in the body
of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information
Provider”) shall notify PHH in writing of any change in the identity or contact information of the Rule 17g-5 Information
Provider. PHH shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided
by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule
17g-5 Information Provider. None of the foregoing restrictions in this Section 31 prohibit or restrict oral or written communications,
or providing information, between PHH, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to PHH, (ii) such Rating Agency’s or NRSRO’s
approval of PHH as a residential mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s
evaluation of PHH’s origination or servicing operations in general; provided, however, that PHH shall not provide any information
relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency
or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided
to the Rule 17g-5 Information Provider.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]


 



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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement the day and year first above written.


 


	 	REDWOOD RESIDENTIAL ACQUISITION 
 CORPORATION
	 	Assignor	 
	 	 	 	 
	 	By:	 	 
	 	Name:  	 	 
	 	Title:	 	 
	 	 	 	 
	 	SEQUOIA RESIDENTIAL FUNDING, INC.
	 	Depositor
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	Christiana Trust, a division of 
 Wilmington Savings Fund Society, FSB, 
 not in its individual capacity but solely as Trustee,
	 	Assignee	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	PHH MORTGAGE CORPORATION
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


	Accepted and agreed to by:	 	 
	 	 	 	 
	WELLS FARGO BANK, N.A.	 	 
	Master Servicer	 	 
	 	 	 	 
	By:	 	 	 
	Name:  	 	 	 
	Title:	 	 	 


 


Signature Page to Assignment, Assumption and Recognition Agreement
– PHH (SEMT 2012-3)


 



    	 



    	 



    

 


ATTACHMENT 1


 


MORTGAGE LOAN SCHEDULE


 











	 	1	2	3	4	5	6	7	8	9	10
	KEY	Primary Servicer	Servicing Fee %	Servicing Fee—Flatdollar	Servicing Advance Methodology	Originator	Loan Group	Loan Number	Amortization Type	Lien Position	HELOC Indicator
	1	1000200	0.002500	 	 	1000200	 	2000002633	1	1	0
	2	1000200	0.002500	 	 	1000200	 	2000002221	1	1	0
	3	1000200	0.002500	 	 	1000200	 	2000002304	1	1	0
	4	1000200	0.002500	 	 	1000200	 	2000002412	1	1	0
	5	1000200	0.002500	 	 	1000200	 	2000002475	1	1	0
	6	1000200	0.002500	 	 	1000200	 	2000001336	1	1	0
	7	1000200	0.002500	 	 	1000200	 	2000001434	1	1	0
	8	1000200	0.002500	 	 	1000200	 	2000001731	1	1	0
	9	1000200	0.002500	 	 	1000200	 	2000002013	1	1	0
	10	1000200	0.002500	 	 	1000200	 	2000002171	1	1	0
	11	1000200	0.002500	 	 	1000200	 	2000001988	1	1	0
	12	1000200	0.002500	 	 	1000200	 	2000002330	1	1	0
	13	1000200	0.002500	 	 	1000200	 	2000002652	1	1	0
	14	1000200	0.002500	 	 	1000200	 	2000003250	1	1	0
	15	1000200	0.002500	 	 	1000200	 	2000002709	1	1	0
	16	1000200	0.002500	 	 	1000200	 	2000003028	1	1	0
	17	1000200	0.002500	 	 	1000200	 	2000002781	1	1	0
	18	1000200	0.002500	 	 	1000200	 	2000003771	1	1	0
	19	1000200	0.002500	 	 	1000200	 	2000003765	1	1	0







 





	 	11	12	13	14	15	16	17	18	19	20
	KEY	Loan Purpose	Cash Out Amount	Total Origination and Discount Points	Covered/High Cost Loan Indicator	Relocation Loan Indicator	Broker Indicator	Channel	Escrow Indicator	Senior Loan
 Amount(s)	Loan Type of Most
 Senior Lien
	1	3	 	 	 	 	 	1	4	0	 
	2	7	 	 	 	 	 	1	4	0	 
	3	7	 	 	 	 	 	1	4	0	 
	4	9	 	 	 	 	 	1	4	0	 
	5	6	 	 	 	 	 	1	0	0	 
	6	9	 	 	 	 	 	1	0	0	 
	7	9	 	 	 	 	 	1	0	0	 
	8	9	 	 	 	 	 	1	0	0	 
	9	9	 	 	 	 	 	1	0	0	 
	10	9	 	 	 	 	 	1	0	0	 
	11	9	 	 	 	 	 	1	0	0	 
	12	9	 	 	 	 	 	1	4	0	 
	13	9	 	 	 	 	 	1	4	0	 
	14	7	 	 	 	 	 	1	4	0	 
	15	3	 	 	 	 	 	1	0	0	 
	16	7	 	 	 	 	 	1	4	0	 
	17	6	 	 	 	 	 	1	4	0	 
	18	7	 	 	 	 	 	1	4	0	 
	19	6	 	 	 	 	 	1	0	0	 







 





	 	21	22	23	24	25	26	27	28	29	30
	KEY	Hybrid Period of
 Most Senior Lien (in
 months)	Neg Am Limit of
 Most Senior Lien	Junior Mortgage
 Balance	Origination Date of
 Most Senior Lien	Origination Date	Original Loan
 Amount	Original Interest
 Rate	Original
 Amortization Term	Original Term to
 Maturity	First Payment Date
 of Loan
	1	 	 	0.00	 	20120504	665700.00	0.046250	360	360	20120701
	2	 	 	0.00	 	20111223	889471.00	0.048750	360	360	20120201
	3	 	 	0.00	 	20111216	1243500.00	0.047500	360	360	20120201
	4	 	 	0.00	 	20120210	825000.00	0.047500	360	360	20120401
	5	 	 	0.00	 	20120130	1085000.00	0.046250	360	360	20120301
	6	 	 	425000.00	 	20111223	972993.00	0.048750	360	360	20120201
	7	 	 	0.00	 	20111028	1011940.00	0.046250	360	360	20111201
	8	 	 	0.00	 	20111118	545642.00	0.045000	360	360	20120101
	9	 	 	0.00	 	20120215	750432.00	0.048750	360	360	20120401
	10	 	 	0.00	 	20120320	917750.00	0.046250	360	360	20120501
	11	 	 	0.00	 	20111229	628000.00	0.047500	360	360	20120201
	12	 	 	0.00	 	20120405	731000.00	0.046250	360	360	20120601
	13	 	 	0.00	 	20120315	798000.00	0.045000	360	360	20120501
	14	 	 	0.00	 	20120330	800000.00	0.042500	360	360	20120501
	15	 	 	0.00	 	20120409	570281.47	0.046250	360	360	20120501
	16	 	 	0.00	 	20120327	465000.00	0.047500	360	360	20120501
	17	 	 	0.00	 	20120316	1000000.00	0.047500	360	360	20120501
	18	 	 	0.00	 	20120425	520000.00	0.048750	360	360	20120601
	19	 	 	0.00	 	20120424	944000.00	0.047500	360	360	20120601







 





	 	31	32	33	34	35	36	37	38	39	40
	KEY	Interest Type
 Indicator	Original Interest
 Only Term	Buy Down Period	HELOC Draw Period	Current Loan
 Amount	Current Interest
 Rate	Current Payment
 Amount Due	Interest Paid
 Through Date	Current Payment
 Status	Index Type
	1	1	0	0	0	665700.00	0.046250	3422.63	20120601	0	0
	2	1	0	0	0	883958.02	0.048750	4707.15	20120601	0	0
	3	1	0	0	0	1235615.37	0.047500	6486.68	20120601	0	0
	4	1	0	0	0	818861.87	0.047500	4303.59	20120601	0	0
	5	1	0	0	0	1079381.05	0.046250	5578.41	20120601	0	0
	6	1	0	0	0	966962.30	0.048750	5149.16	20120601	0	0
	7	1	0	0	0	1002715.67	0.046250	5202.78	20120601	0	0
	8	1	0	0	0	540598.37	0.045000	2764.69	20120601	0	0
	9	1	0	0	0	747652.58	0.048750	3971.35	20120601	0	0
	10	1	0	0	0	906377.54	0.046250	4718.52	20120601	0	0
	11	1	0	0	0	624018.02	0.047500	3275.95	20120601	0	0
	12	1	0	0	0	730059.04	0.046250	3758.36	20120601	0	0
	13	1	0	0	0	792619.61	0.045000	4043.35	20120601	0	0
	14	1	0	0	0	798897.81	0.042500	3935.52	20120601	0	0
	15	1	0	0	0	568810.46	0.046250	2932.04	20120601	0	0
	16	1	0	0	0	463827.59	0.047500	2425.66	20120601	0	0
	17	1	0	0	0	997478.72	0.047500	5216.47	20120601	0	0
	18	1	0	0	0	519360.61	0.048750	2751.88	20120601	0	0
	19	1	0	0	0	942812.31	0.047500	4924.35	20120601	0	0







 





	 	41	42	43	44	45	46	47	48	49	50
	KEY	ARM Look-back
 Days	Gross Margin	ARM Round Flag	ARM Round Factor	Initial Fixed Rate
 Period	Initial Interest Rate
 Cap (Change Up)	Initial Interest Rate
 Cap (Change Down)	Subsequent Interest
 Rate Reset Period	Subsequent Interest
 Rate Cap (Change Down)	Subsequent Interest
 Rate Cap (Change
 Up)
	1	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	 	 	 	 	 	 	 
	5	 	 	 	 	 	 	 	 	 	 
	6	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	 	 	 	 	 	 	 
	9	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	 	 	 	 	 	 	 







 





	 	51	52	53	54	55	56	57	58	59	60
	KEY	Lifetime Maximum
 Rate (Ceiling)	Lifetime Minimum
 Rate (Floor)	Negative
 Amortization Limit	Initial Negative
 Amortization Recast
 Period	Subsequent
 Negative
 Amortization Recast
 Period	Initial Fixed
 Payment Period	Subsequent
 Payment Reset
 Period	Initial Periodic
 Payment Cap	Subsequent
 Periodic Payment
 Cap	Initial Minimum
 Payment Reset
 Period
	1	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	 	 	 	 	 	 	 
	5	 	 	 	 	 	 	 	 	 	 
	6	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	 	 	 	 	 	 	 
	9	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	 	 	 	 	 	 	 







 





	 	61	62	63	64	65	66	67	68	69	70
	KEY	Subsequent
 Minimum Payment
 Reset Period	Option ARM
 Indicator	Options at Recast	Initial Minimum
 Payment	Current Minimum
 Payment	Prepayment Penalty
 Calculation	Prepayment Penalty
 Type	Prepayment Penalty
 Total Term	Prepayment Penalty
 Hard Term	Primary Borrower ID
	1	 	 	 	 	 	 	 	0	 	200
	2	 	 	 	 	 	 	 	0	 	153
	3	 	 	 	 	 	 	 	0	 	117
	4	 	 	 	 	 	 	 	0	 	16
	5	 	 	 	 	 	 	 	0	 	78
	6	 	 	 	 	 	 	 	0	 	167
	7	 	 	 	 	 	 	 	0	 	219
	8	 	 	 	 	 	 	 	0	 	166
	9	 	 	 	 	 	 	 	0	 	148
	10	 	 	 	 	 	 	 	0	 	160
	11	 	 	 	 	 	 	 	0	 	92
	12	 	 	 	 	 	 	 	0	 	107
	13	 	 	 	 	 	 	 	0	 	296
	14	 	 	 	 	 	 	 	0	 	119
	15	 	 	 	 	 	 	 	0	 	291
	16	 	 	 	 	 	 	 	0	 	132
	17	 	 	 	 	 	 	 	0	 	37
	18	 	 	 	 	 	 	 	0	 	194
	19	 	 	 	 	 	 	 	0	 	62







 





	 	71	72	73	74	75	76	77	78	79	80
	KEY	Number of
 Mortgaged
 Properties	Total Number of
 Borrowers	Self-employment
 Flag	Current ‘Other’
 Monthly Payment	Length of
 Employment:
 Borrower	Length of
 Employment: Co-
 Borrower	Years in Home	FICO Model Used	Most Recent FICO
 Date	Primary Wage
 Earner Original
 FICO: Equifax
	1	2	 	0	 	7.9	 	0.83	1	 	 
	2	2	 	1	 	4	 	0	1	5/16/2012	 
	3	2	 	0	 	5.75	 	0	1	5/16/2012	 
	4	1	 	0	 	2.8	8.7	6	1	 	 
	5	2	 	0	 	14	7	0	1	 	 
	6	1	 	0	 	0	 	19.92	1	5/16/2012	 
	7	1	 	1	 	23.25	 	8.67	1	5/16/2012	 
	8	1	 	0	 	1.44	 	1.25	1	5/16/2012	 
	9	2	 	0	 	5.66	 	2.25	1	 	 
	10	1	 	0	 	6.3	 	10.63	1	 	 
	11	1	 	0	 	2.33	 	4.5	1	5/16/2012	 
	12	1	 	0	 	3.85	 	7.92	1	 	 
	13	1	 	1	 	9.4	 	3.75	1	 	 
	14	2	 	0	 	0.3	 	0	1	 	 
	15	1	 	1	 	7.7	 	13.42	1	 	 
	16	3	 	0	 	0.2	36.3	0	1	 	 
	17	1	 	0	 	4.87	2.7	0	1	 	 
	18	3	 	0	 	3.4	 	0	1	 	 
	19	1	 	0	 	0.77	 	0	1	 	 







 





	 	81	82	83	84	85	86	87	88	89	90
	KEY	Primary Wage
 Earner Original
 FICO: Experian	Primary Wage
 Earner Original
 FICO: TransUnion	Secondary Wage
 Earner Original
 FICO: Equifax	Secondary Wage
 Earner Original
 FICO: Experian	Secondary Wage
 Earner Original
 FICO: TransUnion	Original
 Primary Borrower
 FICO	Most Recent
 Primary Borrower
 FICO	Most Recent Co-
 Borrower FICO	Most Recent FICO
 Method	VantageScore:
 Primary Borrower
	1	 	 	 	 	 	763	 	 	 	 
	2	 	 	 	 	 	773	762	 	 	 
	3	 	 	 	 	 	793	754	 	 	 
	4	 	 	 	 	 	768	 	 	 	 
	5	 	 	 	 	 	708	 	 	 	 
	6	 	 	 	 	 	791	775	 	 	 
	7	 	 	 	 	 	790	767	 	 	 
	8	 	 	 	 	 	791	781	 	 	 
	9	 	 	 	 	 	714	 	 	 	 
	10	 	 	 	 	 	796	 	 	 	 
	11	 	 	 	 	 	812	809	 	 	 
	12	 	 	 	 	 	775	 	 	 	 
	13	 	 	 	 	 	767	 	 	 	 
	14	 	 	 	 	 	809	 	 	 	 
	15	 	 	 	 	 	781	 	 	 	 
	16	 	 	 	 	 	723	 	 	 	 
	17	 	 	 	 	 	758	 	 	 	 
	18	 	 	 	 	 	701	 	 	 	 
	19	 	 	 	 	 	778	 	 	 	 











 





	 	91	92	93	94	95	96	97	98	99	100
	KEY	VantageScore: Co-
 Borrower	Most Recent
 VantageScore
 Method	VantageScore Date	Credit Report:
 Longest Trade Line	Credit Report:
 Maximum Trade
 Line	Credit Report:
 Number of Trade
 Lines	Credit Line Usage
 Ratio	Most Recent 12-
 month Pay History	Months Bankruptcy	Months Foreclosure
	1	 	 	 	 	 	 	 	000000000000	 	 
	2	 	 	 	 	 	 	 	000000000000	 	 
	3	 	 	 	 	 	 	 	000000000000	 	 
	4	 	 	 	 	 	 	 	000000000000	 	 
	5	 	 	 	 	 	 	 	000000000000	 	 
	6	 	 	 	 	 	 	 	000000000000	 	 
	7	 	 	 	 	 	 	 	000000000000	 	 
	8	 	 	 	 	 	 	 	000000000000	 	 
	9	 	 	 	 	 	 	 	000000000000	 	 
	10	 	 	 	 	 	 	 	000000000000	 	 
	11	 	 	 	 	 	 	 	000000000000	 	 
	12	 	 	 	 	 	 	 	000000000000	 	 
	13	 	 	 	 	 	 	 	000000000000	 	 
	14	 	 	 	 	 	 	 	000000000000	 	 
	15	 	 	 	 	 	 	 	000000000000	 	 
	16	 	 	 	 	 	 	 	000000000000	 	 
	17	 	 	 	 	 	 	 	000000000000	 	 
	18	 	 	 	 	 	 	 	000000000000	 	 
	19	 	 	 	 	 	 	 	000000000000	 	 







 





	 	101	102	103	104	105	106	107	108	109	110
	KEY	Primary Borrower
 Wage Income	Co-Borrower Wage
 Income	Primary Borrower
 Other Income	Co-Borrower Other
 Income	All Borrower Wage
 Income	All Borrower Total
 Income	4506-T Indicator	Borrower Income
 Verification Level	Co-Borrower
 Income Verification	Borrower
 Employment
 Verification
	1	12000.00	 	15066.00	 	12000.00	27066.00	0	5	 	3
	2	10241.00	 	14812.16	 	10241.00	25053.16	1	5	 	3
	3	26204.33	 	123.21	 	26204.33	26327.54	1	5	 	3
	4	15058.00	19112.00	0.00	0.00	34170.00	34170.00	1	5	 	3
	5	33007.33	6250.01	70.16	-682.33	39257.34	38645.17	1	5	 	3
	6	0.00	 	92356.00	 	0.00	92356.00	0	5	 	3
	7	50589.43	 	0.00	 	50589.43	50589.43	1	5	 	3
	8	15416.67	 	0.00	 	15416.67	15416.67	0	5	 	3
	9	30000.00	0.00	0.00	0.00	30000.00	30000.00	0	5	 	3
	10	16552.00	 	0.00	 	16552.00	16552.00	0	5	 	2
	11	27490.37	 	0.00	 	27490.37	27490.37	0	5	 	3
	12	13020.83	0.00	6000.00	0.00	13020.83	19020.83	0	5	 	3
	13	39183.00	0.00	0.00	0.00	39183.00	39183.00	0	4	 	3
	14	19167.00	0.00	628.00	0.00	19167.00	19795.00	0	5	 	3
	15	31924.00	0.00	-569.00	0.00	31924.00	31355.00	0	5	 	3
	16	0.00	12842.00	5644.00	3193.00	12842.00	21679.00	0	5	 	3
	17	20833.00	9013.00	27083.33	0.00	29846.00	56929.33	0	5	 	3
	18	15596.00	0.00	981.00	298.00	15596.00	16875.00	0	5	 	3
	19	23333.33	0.00	0.00	0.00	23333.33	23333.33	0	4	 	3







 





	 	111	112	113	114	115	116	117	118	119	120
	KEY	Co-Borrower
 Employment
 Verification	Borrower Asset
 Verification	Co-Borrower Asset
 Verification	Liquid / Cash
 Reserves	Monthly Debt All
 Borrowers	Originator DTI	Fully Indexed Rate	Qualification
 Method	Percentage of Down
 Payment from
 Borrower Own
 Funds	City
	1	 	4	 	26949.38	8287.61	0.3062	 	 	 	SEATTLE
	2	 	4	 	309671.69	8976.55	0.3583	 	 	100	CHATSWORTH
	3	 	4	 	155807.42	12010.62	0.4562	 	 	100	NORTHFIELD
	4	 	4	 	34782.51	6488.88	0.1899	 	 	 	EVANSTON
	5	 	4	 	413501.75	16536.27	0.4279	 	 	100	STUDIO CITY
	6	 	4	 	190028.32	10944.19	0.1185	 	 	0	ATHERTON
	7	 	4	 	137681.49	7983.01	0.1578	 	 	0	DANVILLE
	8	 	4	 	420783.96	4583.38	0.2973	 	 	 	HOUSTON
	9	 	4	 	1281401.73	7512.00	0.2504	 	 	 	BELLAIRE
	10	 	4	 	125548.48	6617.49	0.3998	 	 	 	DALLAS
	11	 	4	 	207760.11	6108.36	0.2222	 	 	 	CHICAGO
	12	 	4	 	2017146.95	6429.04	0.3380	 	 	 	SALT LAKE CITY
	13	 	4	 	152687.48	6339.81	0.1618	 	 	 	MONTEREY PARK
	14	 	4	 	823457.95	6910.43	0.3491	 	 	83.67	LOS GATOS
	15	 	4	 	455456.24	5825.76	0.1858	 	 	 	ATLANTA
	16	 	4	 	1119700.94	5966.06	0.2752	 	 	100	MEARS
	17	 	4	 	1362925.77	12444.75	0.2186	 	 	100	STAMFORD
	18	 	4	 	654145.26	7735.50	0.4584	 	 	100	IDAHO FALLS
	19	 	4	 	834471.13	8124.67	0.3482	 	 	100	THE WOODLANDS







 





	 	121	122	123	124	125	126	127	128	129	130
	KEY	State	Postal Code	Property Type	Occupancy	Sales Price	Original Appraised
 Property Value	Original Property
 Valuation Type	Original Property
 Valuation Date	Original Automated
 Valuation Model
 (AVM) Model Name	Original AVM
 Confidence Score
	1	WA	98119	1	1	 	1175000.00	3	20120124	 	 
	2	CA	91311	7	3	1368418.00	1400000.00	3	20111207	 	 
	3	IL	60093	1	1	1658000.00	1658000.00	3	20111129	 	 
	4	IL	60201	1	1	 	1100000.00	3	20120118	 	 
	5	CA	91604	1	1	1550000.00	1600000.00	3	20120107	 	 
	6	CA	94027	1	1	 	1875000.00	3	20110831	 	 
	7	CA	94506	7	1	 	1700000.00	3	20110912	 	 
	8	TX	77024	7	1	 	961000.00	3	20111115	 	 
	9	TX	77401	1	1	 	1200000.00	3	20111101	 	 
	10	TX	75205	1	1	 	1325000.00	3	20111121	 	 
	11	IL	60611	2	1	 	1000000.00	3	20111102	 	 
	12	UT	84103	1	1	 	1000000.00	3	20111215	 	 
	13	CA	91754	7	1	 	1140000.00	3	20120110	 	 
	14	CA	95032	1	1	1351000.00	1355000.00	3	20120301	 	 
	15	GA	30305	1	1	 	1600000.00	3	20120201	 	 
	16	MI	49436	1	2	620000.00	650000.00	3	20120216	 	 
	17	CT	06928	1	1	1250000.00	1250000.00	3	20120212	 	 
	18	ID	83406	1	1	650000.00	650000.00	3	20120404	 	 
	19	TX	77380	1	1	1180000.00	1235000.00	3	20120407	 	 




 





	 	131	132	133	134	135	136	137	138	139	140
	KEY	Most Recent
 Property Value2	Most Recent
 Property Valuation
 Type	Most Recent
 Property Valuation
 Date	Most Recent AVM
 Model Name	Most Recent AVM
 Confidence Score	Original CLTV	Original LTV	Original Pledged
 Assets	Mortgage Insurance
 Company Name	Mortgage Insurance
 Percent
	1	 	 	 	 	 	0.5665	0.5665	0	0	0
	2	 	 	 	 	 	0.6499	0.6499	0	0	0
	3	 	 	 	 	 	0.7500	0.7500	0	0	0
	4	 	 	 	 	 	0.7500	0.7500	0	0	0
	5	 	 	 	 	 	0.7000	0.7000	0	0	0
	6	 	 	 	 	 	0.7455	0.5189	0	0	0
	7	 	 	 	 	 	0.5952	0.5952	0	0	0
	8	 	 	 	 	 	0.5677	0.5677	0	0	0
	9	 	 	 	 	 	0.6253	0.6253	0	0	0
	10	 	 	 	 	 	0.6926	0.6926	0	0	0
	11	 	 	 	 	 	0.6280	0.6280	0	0	0
	12	 	 	 	 	 	0.7310	0.7310	0	0	0
	13	 	 	 	 	 	0.7000	0.7000	0	0	0
	14	 	 	 	 	 	0.5921	0.5921	0	0	0
	15	 	 	 	 	 	0.3564	0.3564	0	0	0
	16	 	 	 	 	 	0.7500	0.7500	0	0	0
	17	 	 	 	 	 	0.8000	0.8000	0	0	0
	18	 	 	 	 	 	0.8000	0.8000	0	0	0
	19	 	 	 	 	 	0.8000	0.8000	0	0	0







 


 





	 	141	142	143	144	145	146	147	148	149	150
	KEY	MI: Lender or
 Borrower Paid?	Pool Insurance Co.
 Name	Pool Insurance Stop
 Loss %	MI Certificate
 Number	Updated DTI
 (Front-end)	Updated DTI
 (Back-end)	Modification
 Effective Payment
 Date	Total Capitalized
 Amount	Total Deferred
 Amount	Pre-Modification
 Interest (Note) Rate
	1	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	 	 	 	 	 	 	 
	5	 	 	 	 	 	 	 	 	 	 
	6	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	 	 	 	 	 	 	 
	8	 	 	 	 	 	 	 	 	 	 
	9	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	 	 	 	 	 	 	 







 





	 	151	152	153	154	155	156	157	158	159	160
	KEY	Pre-Modification P&I
 Payment	Pre-Modification
 Initial Interest Rate
 Change Downward
 Cap	Pre-Modification
 Subsequent Interest
 Rate Cap	Pre-Modification
 Next Interest Rate
 Change Date	Pre-Modification I/O
 Term	Forgiven Principal
 Amount	Forgiven Interest
 Amount	Number of
 Modifications	Cash To/From Brrw at Closing	Brrw - Yrs at in Industry
	1	 	 	 	 	 	 	 	 	106.91	26.06
	2	 	 	 	 	 	 	 	 	-478947	25
	3	 	 	 	 	 	 	 	 	-408323.39	8
	4	 	 	 	 	 	 	 	 	-14962.51	3
	5	 	 	 	 	 	 	 	 	-444868.35	14
	6	 	 	 	 	 	 	 	 	129.91	0
	7	 	 	 	 	 	 	 	 	 	23.25
	8	 	 	 	 	 	 	 	 	-2.37	9
	9	 	 	 	 	 	 	 	 	-10027.01	6
	10	 	 	 	 	 	 	 	 	-16.11	6.3
	11	 	 	 	 	 	 	 	 	437.11	2.33
	12	 	 	 	 	 	 	 	 	118.22	4
	13	 	 	 	 	 	 	 	 	-176721.86	9.4
	14	 	 	 	 	 	 	 	 	-516645.15	2
	15	 	 	 	 	 	 	 	 	39674.94	7.7
	16	 	 	 	 	 	 	 	 	-160917.31	47
	17	 	 	 	 	 	 	 	 	-138965.28	24
	18	 	 	 	 	 	 	 	 	-125876.42	3.4
	19	 	 	 	 	 	 	 	 	-218208.9	19







 





	 	161	162	163	164	165	166	167	168	169	170
	KEY	CoBrrw - Yrs at in Industry	Junior Mortgage Drawn Amount	Maturity Date	Primary Borrower Wage Income (Salary)	Primary Borrower Wage Income (Bonus)	Primary Borrower Wage Income (Commission)	Co-Borrower Wage Income (Salary)	Co-Borrower Wage Income (Bonus)	Co-Borrower Wage Income (Commission)	Originator Doc Code
	1	 	0	20420601	12000.00	15066.00	0.00	 	 	 	Full
	2	 	0	20420101	10241.00	0.00	0.00	 	 	 	Full
	3	 	0	20420101	26204.33	0.00	0.00	 	 	 	Full
	4	11	0	20420301	15058.00	0.00	0.00	19112.00	0.00	0.00	Full
	5	7	0	20420201	33007.33	0.00	0.00	6250.01	0.00	0.00	Full
	6	 	425000	20420101	0.00	0.00	0.00	 	 	 	Full
	7	 	0	20411101	50589.43	0.00	0.00	 	 	 	Full
	8	 	0	20411201	15416.67	0.00	0.00	 	 	 	Full
	9	 	0	20420301	30000.00	0.00	0.00	0.00	0.00	0.00	Full
	10	 	0	20420401	16552.00	0.00	0.00	 	 	 	Full
	11	 	0	20420101	27490.37	0.00	0.00	 	 	 	Full
	12	 	0	20420501	13020.83	0.00	0.00	0.00	0.00	0.00	Full
	13	 	0	20420401	39183.00	0.00	0.00	0.00	0.00	0.00	Full
	14	 	0	20420401	19167.00	0.00	0.00	0.00	0.00	0.00	Full
	15	 	0	20420401	31924.00	0.00	0.00	0.00	0.00	0.00	Full
	16	45	0	20420401	0.00	0.00	0.00	12842.00	0.00	0.00	Full
	17	2.7	0	20420401	20833.00	27083.33	0.00	9013.00	0.00	0.00	Full
	18	 	0	20420501	15596.00	0.00	0.00	0.00	0.00	0.00	Full
	19	 	0	20420501	23333.33	0.00	0.00	0.00	0.00	0.00	Full







 





	 	171	172
	KEY	RWT Income Verification	RWT Asset Verification
	1	2 Years	2 Months
	2	2 Years	2 Months
	3	2 Years	2 Months
	4	2 Years	2 Months
	5	2 Years	2 Months
	6	2 Years	2 Months
	7	2 Years	2 Months
	8	2 Years	2 Months
	9	2 Years	2 Months
	10	2 Years	2 Months
	11	2 Years	2 Months
	12	2 Years	2 Months
	13	2 Years	2 Months
	14	2 Years	2 Months
	15	2 Years	2 Months
	16	2 Years	2 Months
	17	2 Years	2 Months
	18	2 Years	2 Months
	19	2 Years	2 Months







 


 








	ASF RMBS DISCLOSURE PACKAGE



The American Securitization Forum is a broad-based professional forum through which participants in the U.S. securitization market advocate their common interests on important legal, regulatory and market practice issues. ASF members include over 380 firms, including issuers, investors, servicers, financial intermediaries, rating agencies, financial guarantors, legal and accounting firms, and other professional organizations involved in securitization transactions. The ASF also provides information, education and training on a range of securitization market issues and topics through industry conferences, seminars and similar initiatives. For more information about ASF, its members and activities, please go to www.americansecuritization.com.	 
	Field
    Number	Field
    Name	Field
    Description	Type
    of Field	Data
    Type	Sample
    Data	Format	When
    Applicable?	Valid
    Values	Proposed
    Unique Coding	Notes	 	 
	1	Primary
    Servicer	The
    MERS Organization ID of the company that has or will have the right to service the loan.	General
    Information	Numeric
    – Integer	2351805	9(7)	Always	”9999999”
    if Unknown	 	 	 	 
	2	Servicing
    Fee—Percentage	Aggregate
    monthly fee paid to all servicers, stated in decimal form.	General
    Information	Numeric
    - Decimal	0.0025	9.999999	Loans
    without flat-dollar servicing fees	>=
    0 and < 1	 	Must
    be populated if Field 3 is Null	 	 
	3	Servicing
    Fee—Flat-dollar	Aggregate
    monthly fee paid to all servicers, stated as a dollar amount.	General
    Information	Numeric
    – Decimal	7.5	9(3).99	Loans
    with flat-dollar servicing fees	>=
                                                                                                                                                           0
                                                                                                                                                           and

         

        <= 999

         
	 	Must
    be populated if 2 is Null	 	 
	4	Servicing
    Advance Methodology	The
    manner in which principal and/or interest are to be advanced by the servicer.	General
    Information	Numeric
    – Integer	2	99	Always	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Scheduled
                                                                                                                                                           Interest,
                                                                                                                                                           Scheduled
                                                                                                                                                           Principal

         

        2 = Actual Interest, Actual
        Principal

         

        3 = Scheduled Interest,
        Actual Principal

         

        99 = Unknown

         
	 	 	 
	5	Originator	The
    MERS Organization ID of the entity that lends funds to the borrower and, in return, places a lien on the mortgage property
    as collateral.	General
    Information	Numeric
    – Integer	5938671	9(7)	Always	”9999999”
    if Unknown	 	 	 	 
	6	Loan
    Group	Indicates
    the collateral group number in which the loan falls (for structures with multiple collateral groups). Use “1”
    if there is only one loan group.	General
    Information	Text	1A	XXXX	Always	“UNK”
    if Unknown	 	 	 	 
	7	Loan
    Number	Unique
    National Mortgage Loan ID Number (Vendor TBD).	General
    Information	Numeric
    – Integer	TBD	TBD	Always	TBD	 	Details
    to be provided by Vendor	 	 
	8	Amortization
    Type	Indicates
    whether the loan’s interest rate is fixed or adjustable (Hybrid ARMs are adjustable).	Loan
    Type	Numeric
    – Integer	2	99	Always	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Fixed

         

        2 = Adjustable

         

        99 = Unknown

         
	 	 	 
	9	Lien
    Position	A
    number indicating the loan’s lien position (1 = first lien, etc.).	Loan
    Type	Numeric
    – Integer	1	99	Always	>0	99
    = Unknown	 	 	 
	10	HELOC
    Indicator	Indicates
    whether the loan is a home equity line of credit.	Loan
    Type	Numeric
    – Integer	1	99	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unknown

         
	 	 	 
	11	Loan
    Purpose	Indicates
    the purpose of the loan.	Loan
    Type	Numeric
    – Integer	9	99	Always	See
    Coding	See
    Appendix A	 	 	 
	12	Cash
    Out Amount	Cash
    Out Amount:   [New Loan] – [PIF Prior First Lien] – [Payoff of all Seasoned Seconds] – [Closing
    Costs] – [Prepays]
 
 For delayed purchases (refinances on homes purchased < 12 months prior to the mortgage
    application) with cash)  Cash Out Amount = 0.	Loan
    Type	Numeric
    – Decimal	72476.5	9(10).99	Always	>=
    0	 	 	 	 
	 	 
	 	 
	13	Total
    Origination and Discount Points (in dollars)	Amount
    paid to the lender to increase the lender’s effective yield and, in the case of discount points, to reduce the interest
    rate paid by the borrower.	Loan
    Type	Numeric
    – Decimal	5250	9(10).99	Always	>=
    0	 	Typically
    Lines 801 and 802 of HUD Settlement Statement	 	 
	14	Covered/High
    Cost Loan Indicator	Indicates
    whether the loan is categorized as “high cost” or “covered” according to state or federal statutes
    or regulations.	Loan
    Type	Numeric
    – Integer	1	99	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unknown

         
	 	 	 
	15	Relocation
    Loan Indicator	Indicates
    whether the loan is part of a corporate relocation program.	Loan
    Type	Numeric
    – Integer	1	99	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unknown

         
	 	 	 
	16	Broker
    Indicator	Indicates
    whether a broker took the application.	Loan
    Type	Numeric
    – Integer	1	99	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unknown

         
	 	 	 
	17	Channel	Code
    indicating the source (channel) from which the Issuer obtained the mortgage loan.	Loan
    Type	Numeric
    – Integer	2	99	Always	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Retail

         

        2 = Broker

         

        3 = Correspondent Bulk

         

        4 = Correspondent Flow
        with delegated underwriting

         

        5 = Correspondent Flow
        without delegated underwriting

         

        99 = Unknown

         
	 	 	 
	18	Escrow
    Indicator	Indicates
    whether various homeownership expenses are paid by the borrower directly or through an escrow account (as of securitization
    cut-off date).	Loan
    Type	Numeric
    – Integer	3	99	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No
                                                                                                                                                           Escrows

         

        1 = Taxes

         

        2 = Insurance

         

        3 = HOA dues

         

        4 = Taxes and Insurance

         

        5 = All

         

        99 =Unknown

         
	 	 	 
	19	Senior
    Loan Amount(s)	For
    non-first mortgages, the sum of the balances of all associated senior mortgages at the time of origination of the subordinate
    lien. 	Mortgage
    Lien Info	Numeric
    – Decimal	611004.25	9(10).99	If
    Lien Position > 1	>=
    0	 	 	 	 
	20	Loan
    Type of Most Senior Lien	For
    non-first mortgages, indicates whether the associated first mortgage is a Fixed, ARM, Hybrid, or negative amortization loan.	Mortgage
    Lien Info	Numeric
    – Integer	2	99	If
    Lien Position > 1	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Fixed
                                                                                                                                                           Rate

         

        2 = ARM

         

        3 = Hybrid

         

        4 = Neg Am

         

        99 = Unknown

         
	 	 	 
	21	Hybrid
    Period of Most Senior Lien (in months)	For
    non-first mortgages where the associated first mortgage is a hybrid ARM, the number of months remaining in the initial fixed
    interest rate period for the hybrid first mortgage.	Mortgage
    Lien Info	Numeric
    – Integer	23	999	If
                                                                                                                                                                       Lien
                                                                                                                                                                       Position
                                                                                                                                                                       >
                                                                                                                                                                       1

         

        AND the most senior lien
        is a hybrid ARM (see Field 20)

         
	>=
    0	 	 	 	 
	22	Neg
    Am Limit of Most Senior Lien	For
    non-first mortgages where the associated first mortgage features negative amortization, the maximum percentage by which the
    negatively amortizing balance may increase (expressed as a proportion of the senior lien’s original balance).	Mortgage
    Lien Info	Numeric
    – Decimal	1.25	9.999999	If
                                                                                                                                                                       Lien
                                                                                                                                                                       Position
                                                                                                                                                                       >
                                                                                                                                                                       1

         

        AND the senior lien is
        Neg Am (see Field 20)

         
	>=
    1 and <= 2	 	 	 	 
	23	Junior
    Mortgage Balance	For
    first mortgages with subordinate liens at the time of origination, the combined balance of the subordinate liens (if known).	Mortgage
    Lien Info	Numeric
    – Decimal	51775.12	9(10).99	If
    Lien Position = 1 and there is a 2nd lien on the subject property	>=
    0	 	Subject
    to Regulatory Confirmation	 	 
	24	Origination
    Date of Most Senior Lien	For
    non-first mortgages, the origination date of the associated first mortgage.	Mortgage
    Lien Info	Date	20090914	YYYYMMDD	If
    Lien Position > 1 and there is a 2nd lien on the subject property	“19010101”
    if unknown	 	 	 	 
	25	Origination
    Date	The
    date of the Mortgage Note and Mortgage/Deed of Trust	Loan
    Term and Amortization Type	Date	20090914	YYYYMMDD	Always	“19010101”
    if unknown	 	 	 	 
	26	Original
    Loan Amount	The
    dollar amount of the mortgage loan, as specified on the mortgage note at the time of the loan’s origination. For HELOCs,
    the maximum available line of credit.	Loan
    Term and Amortization Type	Numeric
    – Decimal	150000	9(10).99	Always	>0	 	 	 	 
	27	Original
    Interest Rate	The
    original note rate as indicated on the mortgage note.	Loan
    Term and Amortization Type	Numeric
    – Decimal	0.0475	9.999999	Always	>
    0 and <= 1	 	 	 	 
	28	Original
    Amortization Term	The
    number of months in which the loan would be retired if the amortizing principal and interest payment were to be paid each
    month.	Loan
    Term and Amortization Type	Numeric
    – Integer	360	999	Always	>=
    60	 	 	 	 
	29	Original
    Term to Maturity	The
    initial number of months between loan origination and the loan maturity date, as specified on the mortgage note.	Loan
    Term and Amortization Type	Numeric
    – Integer	60	999	Always	>0	N/A	 	 	 
	30	First
    Payment Date of Loan	The
    date of the first scheduled mortgage payment to be made by the borrower as specified on the mortgage note.	Loan
    Term and Amortization Type	Date	20090914	YYYYMMDD	Always	“19010101”
    if unknown	N/A	 	 	 
	31	Interest
    Type Indicator	Indicates
    whether the interest rate calculation method is simple or actuarial.	Loan
    Term and Amortization Type	Numeric
    – Integer	2	99	Always	See
    Coding	1=
                                                                                                                                                           Simple

         

        2 = Actuarial

         

        99 = Unknown

         
	 	 	 
	32	Original
    Interest Only Term	Original
    interest-only term for a loan in months (including NegAm Loans).	Loan
    Term and Amortization Type	Numeric
    – Integer	60	999	Always	>=
                                                                                                                                                           0
                                                                                                                                                           and
                                                                                                                                                           <=
                                                                                                                                                           240

         

        Unknown = Blank;

         

        No Interest Only Term
        = 0

         
	 	 	 	 
	33	Buy
    Down Period	The
    total number of months during which any buy down is in effect, representing the accumulation of all buy down periods.	Loan
    Term and Amortization Type	Numeric
    – Integer	65	999	Always	>=
                                                                                                                                                           0
                                                                                                                                                           and
                                                                                                                                                           <=
                                                                                                                                                           100

         

        Unknown = Blank;

         

        No Buy Down = 0

         
	 	 	 	 
	34	HELOC
    Draw Period	The
    original number of months during which the borrower may draw funds against the HELOC account.	Loan
    Term and Amortization Type	Numeric
    – Integer	24	999	HELOCs
    Only	>=
    12 and <= 120	 	 	 	 
	35	Scheduled
    Loan Amount	Mortgage
    loan scheduled principal balance as of cut-off date. For HELOCs, the current drawn amount.	Loan
    Term and Amortization Type	Numeric
    – Decimal	248951.19	9(10).99	Always	>=
    0	 	 	 	 
	36	Current
    Interest Rate	The
    interest rate used to calculate the current P&I or I/O payment.	Loan
    Term and Amortization Type	Numeric
    – Decimal	0.05875	9.999999	Always	>
    0 and <= 1	 	 	 	 
	37	Current
    Payment Amount Due	Next
    Total Payment due to be collected (including principal, interest or both—but Exclude Escrow Amounts).	Loan
    Term and Amortization Type	Numeric
    – Decimal	1250.15	9(10).99	Always	>
    0	 	 	 	 
	38	Scheduled
    Interest Paid
 Through Date	 	Loan
    Term and Amortization Type	Date	20090429	YYYYMMDD	Always	“19010101”
    if unknown	 	 	 	 
	39	Current
    Payment Status	Number
    of payments the borrower is past due as of the securitization cut-off date.	Loan
    Term and Amortization Type	Numeric
    – Integer	3	99	Always	>=
    0	 	 	 	 
	40	Index
    Type	Specifies
    the type of index to be used to determine the interest rate at each adjustment.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Integer	18	99	ARMs
    Only	See
    Coding	See
    Appendix B	 	 	 
	41	ARM
    Look-back Days	The
    number of days prior to the interest rate adjustment date to retrieve the index value.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Integer	45	99	ARMs
    Only	>=
    0 to <=99	 	 	 	 
	42	Gross
    Margin	The
    percentage stated on the mortgage note representing the spread between the ARM Index value and the mortgage interest rate.
    The gross mortgage margin is added to the index value to establish a new gross interest rate in the manner prescribed on the
    mortgage note.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.03	9.999999	ARMs
    Only	>0
    and <= 1	 	 	 	 
	43	ARM
    Round Flag	An
    indicator of whether an adjusted interest rate is rounded to the next higher ARM round factor, to the next lower round factor,
    or to the nearest round factor.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Integer	3	9	ARMs
    Only	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No
                                                                                                                                                           Rounding

         

        1 = Up

         

        2 = Down

         

        3 = Nearest

         

        99=Unknown

         
	 	 	 
	44	ARM
    Round Factor	The
    percentage to which an adjusted interest rate is to be rounded.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.0025
    or 0.00125	9.999999	ARMs
                                                                                                                                                                       Only

         

        Where ARM Round Flag =
        1, 2, or 3

         
	>=
    0 and < 1	 	 	 	 
	45	Initial
    Fixed Rate Period	For
    hybrid ARMs, the period between the first payment date of the mortgage and the first interest rate adjustment date.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Integer	60	999	Hybrid
    ARMs Only	>=
    1 to <=240	 	 	 	 
	46	Initial
    Interest Rate Cap (Change Up)	The
    maximum percentage by which the mortgage note rate may increase at the first interest rate adjustment date.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.02	9.999999	ARMs
    Only	>=
    0 and <= 1	99=no
    cap	 	 	 
	47	Initial
    Interest Rate  Cap (Change Down)	The
    maximum percentage by which the mortgage note rate may decrease at the first interest rate adjustment date.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.02	9.999999	ARMs
    Only	>=
    0 and <= 1	99=no
    cap	 	 	 
	48	Subsequent
    Interest Rate Reset Period	The
    number of months between subsequent rate adjustments.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Integer	60	999	ARMs
    Only	>=0
    and <= 120	 	0
    = Loan does not adjust after initial reset	 	 
	49	Subsequent
    Interest Rate (Change Down)	The
    maximum percentage by which the interest rate may decrease at each rate adjustment date after the initial adjustment.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.02	9.999999	ARMs
    Only	>=
    0 and <= 1	99=no
    cap	 	 	 
	50	Subsequent
    Interest Rate Cap (Change Up)	The
    maximum percentage by which the interest rate may increase at each rate adjustment date after the initial adjustment.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.02	9.999999	ARMs
    Only	>=
    0 and <= 1	99=no
    cap	 	 	 
	51	Lifetime
    Maximum Rate (Ceiling)	The
    maximum interest rate that can be in effect during the life of the loan.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.125	9.999999	ARMs
    Only	>=
    0 and <= 1	 	=1
    if no ceiling specified	 	 
	 	 
	 	 
	52	Lifetime
    Minimum Rate (Floor)	The
    minimum interest rate that can be in effect during the life of the loan.	Adjustable
    Rate Mortgages (ARMs)	Numeric
    – Decimal	0.015	9.999999	ARMs
    Only	>=
    0 and <= 1	 	If
    no floor is specified enter the greater of the margin or 0.	 	 
	53	Negative
    Amortization Limit	The
    maximum amount of negative amortization allowed before recast is required. (Expressed as a percentage of the original unpaid
    principal balance.)	Negative
    Amortization	Numeric
    – Decimal	1.25	9.999999	Negatively
    Amortizing ARMs Only	>=0,
    and <2	 	 	 	 
	54	Initial
    Negative Amortization Recast Period	The
    number of months in which the payment is required to recast if the loan does not reach the prescribed maximum balance earlier.	Negative
    Amortization	Numeric
    – Integer	60	999	Negatively
    Amortizing ARMs Only	>=0	 	 	 	 
	55	Subsequent
    Negative Amortization Recast Period	The
    number of months after which the payment is required to recast AFTER the first recast period.	Negative
    Amortization	Numeric
    – Integer	48	999	Negatively
    Amortizing ARMs Only	>=0	 	 	 	 
	56	Initial
    Fixed Payment Period	Number
    of months after origination during which the payment is fixed.	Negative
    Amortization	Numeric
    – Integer	60	999	Negatively
    Amortizing Hybrid ARMs Only	>=
    0 to <=120	 	 	 	 
	57	Subsequent
    Payment Reset Period	Number
    of months between payment adjustments after first payment reset.	Negative
    Amortization	Numeric
    – Integer	12	999	Negatively
    Amortizing ARMs Only	>=
    0 to <=120	 	 	 	 
	58	Initial
    Periodic Payment Cap	The
    maximum percentage by which a payment can change (increase or decrease) in the first period. 	Negative
    Amortization	Numeric
    – Decimal	0.075	9.999999	Negatively
    Amortizing ARMs Only	>=
    0 and < 1	 	 	 	 
	59	Subsequent
    Periodic Payment Cap	The
    maximum percentage by which a payment can change (increase or decrease) in one period after the initial cap. 	Negative
    Amortization	Numeric
    – Decimal	0.075	9.999999	Negatively
    Amortizing ARMs Only	>=
    0 and < 1	 	 	 	 
	60	Initial
    Minimum Payment Reset Period	The
    maximum number of months a borrower can initially pay the minimum payment before a new minimum payment is determined.	Negative
    Amortization	Numeric
    – Integer	12	999	Negatively
    Amortizing ARMs Only	>=
    0 to <=120	 	 	 	 
	61	Subsequent
    Minimum Payment Reset Period	The
    maximum number of months (after the initial period) a borrower can pay the minimum payment before a new minimum payment is
    determined after the initial period.	Negative
    Amortization	Numeric
    – Integer	12	999	Negatively
    Amortizing ARMs Only	>=
    0 to <=120	 	 	 	 
	62	Option
    ARM Indicator	An
    indicator of whether the loan is an Option ARM.	Negative
    Amortization	Numeric
    – Integer	1	99	ARMs
    Only	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unknown

         
	 	 	 
	63	Options
    at Recast	The
    means of computing the lowest monthly payment available to the borrower after recast.	Option
    ARM	Numeric
    – Integer	2	99	Option
    ARMs Only	N/A	1=
                                                                                                                                                           Fully
                                                                                                                                                           amortizing
                                                                                                                                                           30
                                                                                                                                                           year

         

        2= Fully amortizing 15
        year

         

        3=Fully amortizing 40
        year

         

        4 = Interest-Only

         

        5 = Minimum Payment

         

        99= Unknown

         
	 	 	 
	64	Initial
    Minimum Payment	The
    initial minimum payment the borrower is permitted to make.	Option
    ARM	Numeric
    – Decimal	879.52	99	Option
    ARMs Only	>=0	 	 	 	 
	65	Current
    Minimum Payment	Current
    Minimum Payment (in dollars).	Negative
    Amortization	Numeric
    – Decimal	250	9(10).99	Option
    ARMs Only	>=
    0	 	 	 	 
	66	Prepayment
    Penalty Calculation	A
    description of how the prepayment penalty would be calculated during each phase of the prepayment penalty term.	Prepayment
    Penalties	Numeric
    – Integer	12	99	Always	See
    Coding	See
    Appendix C	 	 	 
	67	Prepayment
    Penalty Type	•
                                                                                                                                                           Hard:
                                                                                                                                                           The
                                                                                                                                                           prepayment
                                                                                                                                                           penalty
                                                                                                                                                           is
                                                                                                                                                           incurred
                                                                                                                                                           regardless
                                                                                                                                                           of
                                                                                                                                                           the
                                                                                                                                                           reason
                                                                                                                                                           the
                                                                                                                                                           loan
                                                                                                                                                           is
                                                                                                                                                           prepaid
                                                                                                                                                           in
                                                                                                                                                           full.

         

        • Hybrid:
        The prepayment penalty can be characterized as hard for a certain amount of time and as soft during another period.

         

         

         

         

         
	Prepayment
    Penalties	Numeric
    – Integer	1	99	All
    loans with Prepayment Penalties (i.e., loans for which Field 66 = something other than “0”)	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Hard

         

        2 = Soft

         

        3 = Hybrid

         

        99 = Unknown

         
	 	 	 
	68	Prepayment
    Penalty Total Term	The
    total number of months that the prepayment penalty may be in effect.	Prepayment
    Penalties	Numeric
    – Integer	60	999	All
    loans with Prepayment Penalties (i.e., loans for which Field 66 = something other than “0”)	>0
    to <=120	 	 	 	 
	69	Prepayment
    Penalty Hard Term	For
    hybrid prepayment penalties, the number of months during which a “hard” prepayment penalty applies.	Prepayment
    Penalties	Numeric
    – Integer	12	999	Loans
    with Hybrid Prepayment Penalties (i.e., loans for which Field 67 = “3”)	>=
    0 to <=120	 	 	 	 
	70	Primary
    Borrower ID	A
    lender-generated ID number for the primary borrower on the mortgage	Borrower	Numeric—Integer	123456789	999999999	Always	>0	 	Used
    to identify the number of times a single borrower appears in a given deal.	 	 
	71	Number
    of Mortgaged Properties	The
    number of residential properties owned by the borrower that currently secure mortgage loans.	Borrower	Numeric
    – Integer	1	99	Always	>
    0	 	 	 	 
	72	Total
    Number of Borrowers	The
    number of Borrowers who are obligated to repay the mortgage note.	Borrower	Numeric
    – Integers	2	99	Always	>
    0	 	 	 	 
	73	Self-employment
    Flag	An
    indicator of whether the primary borrower is self-employed.	Borrower	Numeric
    – Integer	1	99	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unknown

         
	 	 	 
	74	Current
    ‘Other’ Monthly Payment	The
    aggregate of all payments pertaining to the subject property other than principal and interest (includes common charges, condo
    fees, T&I, HOA, etc.), whether escrowed or not.	Loan
    Term and Amortization Type	Numeric
    – Decimal	1789.25	9(10).99	Always	>
    0	 	 	 	 
	75	Length
    of Employment: Borrower	The
    number of years of service with the borrower’s current employer as of the date of the loan.	Borrower
    Qualification	Numeric
    – Decimal	3.5	99.99	Always	>=0	99
    = Retired, None employment income soure (social security, trust income, dividends, etc.)	 	 	 
	76	Length
    of Employment: Co-Borrower	The
    number of years of service with the co-borrower’s current employer as of the date of the loan.	Borrower
    Qualification	Numeric
    – Decimal	3.5	99.99	If
    “Total Number of Borrowers” > 1	>=
    0	99
    = Retired, None employment income soure (social security, trust income, dividends, etc.)	 	 	 
	77	Years
    in Home	Length
    of time that the borrower has been at current address.	Borrower
    Qualification	Numeric
    – Decimal	14.5	99.99	Refinances
    of Primary Residences Only (Loan Purpose = 1, 2, 3, 4, 8 or 9)	>
    0	 	 	 	 
	78	FICO
    Model Used	Indicates
    whether the FICO score was calculated using the Classic, Classic 08, or Next Generation model.	Borrower
    Qualification	Numeric
    – Integer	1	99	If
    a FICO score was obtained	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Classic

         

        2 = Classic 08

         

        3 = Next Generation

         

        99 = Unknown

         
	 	 	 
	79	Most
    Recent FICO Date	Specifies
    the date on which the most recent FICO score was obtained	Borrower
    Qualification	Date	20090914	YYYYMMDD	If
    a FICO score was obtained	“19010101”
    if unknown	 	Issuers
    unable to Provide may Rep and Warrant that the FICO score used for underwriting was not more than 4 months old at the date
    of issuance.	 	 
	80	Primary
    Wage Earner Original FICO:  Equifax	Equifax
    FICO score for primary borrower (if applicable).	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    a FICO score was obtained	>=
    350 and <= 850	 	 	 	 
	81	Primary
    Wage Earner Original FICO:  Experian	Experian
    FICO score for primary borrower (if applicable).	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    a FICO score was obtained	>=
    350 and <= 850	 	 	 	 
	82	Primary
    Wage Earner Original FICO:  TransUnion	TransUnion
    FICO score for primary borrower (if applicable).	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    a FICO score was obtained	>=
    350 and <= 850	 	 	 	 
	83	Secondary
    Wage Earner Original FICO:  Equifax	Equifax
    FICO score for Co-borrower (if applicable).	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    “Total Number of Borrowers” > 1	>=
    350 and <= 850	 	 	 	 
	84	Secondary
    Wage Earner Original FICO:  Experian	Experian
    FICO score for Co-borrower (if applicable).	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    “Total Number of Borrowers” > 1	>=
    350 and <= 850	 	 	 	 
	85	Secondary
    Wage Earner Original FICO: TransUnion	TransUnion
    FICO score for Co-borrower (if applicable).	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    “Total Number of Borrowers” > 1	>=
    350 and <= 850	 	 	 	 
	86	Most
    Recent Primary Borrower FICO	Most
    Recent Primary Borrower FICO score used by the lender to approve the loan.	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    a FICO score was obtained	>=
    350 and <= 850	 	 	 	 
	87	Most
    Recent Co-Borrower FICO	Most
    Recent Co-Borrower FICO score used by the lender to approve the loan.	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    “Total Number of Borrowers” > 1	>=
    350 and <= 850	 	 	 	 
	88	Most
    Recent FICO Method	Number
    of credit repositories used to update the FICO Score.	Borrower
    Qualification	Numeric
    – Integer	2	9	If
    a FICO score was obtained	>0	 	 	 	 
	89	VantageScore:
    Primary Borrower	Credit
    Score for the Primary Borrower used to approve the loan and obtained using the Vantage credit evaluation model.	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    a Vantage Credit Score was obtained	>=
    501 and <= 990	 	 	 	 
	90	VantageScore:
    Co-Borrower	Credit
    Score for the Co-borrower used to approve the loan and obtained using the Vantage credit evaluation model.	Borrower
    Qualification	Numeric
    – Integer	720	9999	If
    a VantageScore was obtained AND “Total Number of Borrowers” > 1	>=
    501 and <= 990	 	 	 	 
	91	Most
    Recent VantageScore Method	Number
    of credit repositories used to update the Vantage Score.	Borrower
    Qualification	Numeric
    – Integer	2	9	If
    a Vantage Credit Score was obtained	>0	 	 	 	 
	92	VantageScore
    Date	Date
    Vantage Credit Score was obtained.	Borrower
    Qualification	Date	20090914	YYYYMMDD	If
    a Vantage Credit Score was obtained	“19010101”
    if unknown	 	 	 	 
	93	Credit
    Report: Longest Trade Line	The
    length of time in months that the oldest active trade line, installment or revolving, has been outstanding. For a loan with
    more than one borrower, populate field based on status for the primary borrower.	Borrower
    Qualification	Numeric
    – Integer	999	999	Always	>
    =0	 	Subject
    to Regulatory Confirmation	 	 
	94	Credit
    Report: Maximum Trade Line	The
    dollar amount for the trade line, installment or revolving, with the largest unpaid balance. For revolving lines of credit,
    e.g. credit card, the dollar amount reported should reflect the maximum amount of credit available under the credit line whether
    used or not. For a loan with more than one borrower, populate field based on status for the primary borrower.	Borrower
    Qualification	Numeric
    – Decimal	339420.19	9(10).99	Always	>=0	 	Subject
    to Regulatory Confirmation	 	 
	95	Credit
    Report: Number of Trade Lines	A
    count of non-derogatory, currently open and active, consumer trade lines (installment or revolving) for the borrower. For
    a loan with more than one borrower, populate field based on status for the primary borrower.	Borrower
    Qualification	Numeric
    – Integer	57	999	Always	>=0	 	Subject
    to Regulatory Confirmation	 	 
	96	Credit
    Line Usage Ratio	Sum
    of credit balances divided by sum of total open credit available.	Borrower
    Qualification	Numeric
    – Decimal	0.27	9.999999	Always	>=
    0 and <= 1	 	Subject
    to Regulatory Confirmation	 	 
	97	Most
    Recent 12-month Pay History	String
    indicating the payment status per month listed from oldest to most recent.	Borrower
    Qualification	Text	77X123200001	X(12)	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           Current

         

        1 = 30-59 days delinquent

         

        2 = 60-89 days delinquent

         

        3 = 90-119 days delinquent

         

        4 = 120+ days delinquent

         

        5 = Foreclosure

         

        6 = REO

         

        7 = Loan did not exist
        in period

         

        X = Unavailable

         
	 	 	 
	98	Months
    Bankruptcy	Number
    of months since any borrower was discharged from bankruptcy. (Issuers unable to provide this information may rep and warrant
    that at least x years—as specified in the loan program—have passed since most recent discharge from bankruptcy.)	Borrower
    Qualification	Numeric
    – Integer	12	999	If
    Borrower has ever been in Bankruptcy	>=
    0	 	Blank
    = Borrower is not known to have been in bankruptcy	 	 
	99	Months
    Foreclosure	Number
    of months since foreclosure sale date. (Issuers unable to provide this information may rep and warrant that at least x
    years—as specified in the loan program— have passed since most recent foreclosure.)	Borrower
    Qualification	Numeric
    – Integer	12	999	If
    Borrower has ever been in Foreclosure	>=
    0	 	Blank
    = Borrower is not known to have been in foreclosure	 	 
	100	Primary
    Borrower Wage Income	Monthly
    base wage income for primary borrower.	Borrower
    Qualification	Numeric
    – Decimal	9000	9(9).99	Always	>=
    0	 	 	 	 
	101	Co-Borrower
    Wage Income	Monthly
    base wage income for all other borrowers.	Borrower
    Qualification	Numeric
    – Decimal	9000	9(9).99	If
    “Total Number of Borrowers” > 1	>=
    0	 	 	 	 
	102	Primary
    Borrower Other Income	Monthly
    Other (non-wage) income for primary borrower. (This figure should include net rental income and be reduced by any net rental
    loss.)	Borrower
    Qualification	Numeric
    – Decimal	9000	9(9).99	Always	>=
    0	 	 	 	 
	103	Co-Borrower
    Other Income	Monthly
    Other (non-wage) income for all other borrowers. (This figure should include net rental income and be reduced by any net rental
    loss.)	Borrower
    Qualification	Numeric
    – Decimal	9000	9(9).99	If
    “Total Number of Borrowers” > 1	>=
    0	 	 	 	 
	104	All
    Borrower Wage Income	Monthly
    income of all borrowers derived from base salary only.	Borrower
    Qualification	Numeric
    – Decimal	9000	9(9).99	Always	>=
    0	 	 	 	 
	105	All
    Borrower Total Income	Monthly
    income of all borrowers derived from base salary, commission, tips and gratuities, overtime and bonuses, part-time or second-job
    earnings, alimony, child support, interest and dividend income, notes receivable, trust income, net rental income,
    retirement income, social security, veterans income, military income, foster care income, and self-employed income.	Borrower
    Qualification	Numeric
    – Decimal	9000	9(9).99	Always	>=
    0	 	 	 	 
	106	4506-T
    Indicator	A
    yes/no indicator of whether a Transcript of Tax Return (received pursuant to the filing of IRS Form 4506-T) was obtained and
    considered.	Borrower
    Qualification	Numeric
    – Integer	1	99	Always	See
    Coding	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unknown

         
	 	 
	107	Borrower
    Income Verification Level	A
                                                                                                                                                                       code
                                                                                                                                                                       indicating
                                                                                                                                                                       the
                                                                                                                                                                       extent
                                                                                                                                                                       to
                                                                                                                                                                       which
                                                                                                                                                                       the
                                                                                                                                                                       borrower’s
                                                                                                                                                                       income
                                                                                                                                                                       has
                                                                                                                                                                       been
                                                                                                                                                                       verified:

         

        Level 4 Income Verification
        = [W-2 (Prev. Yr.) OR TAX RETURNS* (Prev. Yr.)] AND PAY STUBS (YTD (at least one month)–if salaried)

         

        Level 5 Income Verification
        = 24 months income verification (W-2s, pay stubs, bank statements and/or tax returns**)

         
	Borrower
    Qualification	Numeric
    – Integer	1	9	Always	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Not
                                                                                                                                                           Stated,
                                                                                                                                                           Not
                                                                                                                                                           Verified

         

        2 = Stated, Not Verified

         

        3 = Stated, “Partially”
        Verified

         

        4 = Stated, “Level
        4” Verified (as defined)

         

        5 = Stated, “Level
        5” Verified (as defined)

         
	 	 
	*For
    self-employed borrowers: Level 4 Income Verification:

    • 2 Years Tax Returns

    • Self-prepared tax returns (regardless of 4506 and tax transcripts)

    

    ** For self-employed borrowers: Level 5 Income Verification:

    • 2 Years tax returns

    • Tax returns prepared and not executed by a CPA, with 

    o CPA name & phone number shown on the Preparer section of the tax return

    o Executed 4506 and tax transcripts (matching returns in file) 

    • Tax returns prepared and executed by a CPA (regardless of 4506 and tax transcripts)	 	 
	108	Co-Borrower
    Income Verification	A
                                                                                                                                                                                   code
                                                                                                                                                                                   indicating
                                                                                                                                                                                   the
                                                                                                                                                                                   extent
                                                                                                                                                                                   to
                                                                                                                                                                                   which
                                                                                                                                                                                   the
                                                                                                                                                                                   co-borrower’s
                                                                                                                                                                                   income
                                                                                                                                                                                   has
                                                                                                                                                                                   been
                                                                                                                                                                                   verified:

         

         

         

        Level 4 Income Verification
        = [W-2 (Prev. Yr.) OR TAX RETURNS* (Prev. Yr.)] AND PAY STUBS (YTD (at least one month)–if salaried)

         

         

         

        Level 5 Income Verification
        = 24 months income verification (W-2s, pay stubs, bank statements and/or tax returns**)

         

        *For self-employed borrowers:
        Level 4 Income Verification:

        • 2 Years Tax Returns

        • Self-prepared tax returns (regardless of 4506 and tax transcripts)

        

        ** For self-employed borrowers: Level 5 Income Verification:

        • 2 Years tax returns

        • Tax returns prepared and not executed by a CPA, with

        o CPA name & phone number shown on the Preparer section of the tax return

        o Executed 4506 and tax transcripts (matching returns in file)

        • Tax returns prepared and executed by a CPA (regardless of 4506 and tax transcripts)

         
	Borrower
    Qualification	Numeric
    – Integer	2	9	If
    “Total Number of Borrowers” > 1	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Not
                                                                                                                                                           Stated,
                                                                                                                                                           Not
                                                                                                                                                           Verified

         

        2 = Stated, Not Verified

         

        3 = Stated, “Partially”
        Verified

         

        4 = Stated, “Level
        4” Verified (as defined)

         

        5 = Stated, “Level
        5” Verified (as defined)

         
	 	 
	 	 	 
	109	Borrower
    Employment Verification	A
                                                                                                                                                                       code
                                                                                                                                                                       indicating
                                                                                                                                                                       the
                                                                                                                                                                       extent
                                                                                                                                                                       to
                                                                                                                                                                       which
                                                                                                                                                                       the
                                                                                                                                                                       primary
                                                                                                                                                                       borrower’s
                                                                                                                                                                       employment
                                                                                                                                                                       has
                                                                                                                                                                       been
                                                                                                                                                                       verified:

         

         

         

        Level 3 Verified = Direct
        Independent Verification with a third party of the borrower’s current employment.

         
	Borrower
    Qualification	Numeric
    – Integer	2	9	Always	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Not
                                                                                                                                                           Stated,
                                                                                                                                                           Not
                                                                                                                                                           Verified

         

        2 = Stated, Not Verified

         

        3 = Stated, Level 3 Verified
        (as defined)

         
	 	 
	110	Co-Borrower
    Employment Verification	A
                                                                                                                                                                       code
                                                                                                                                                                       indicating
                                                                                                                                                                       the
                                                                                                                                                                       extent
                                                                                                                                                                       to
                                                                                                                                                                       which
                                                                                                                                                                       the
                                                                                                                                                                       co-borrower’s
                                                                                                                                                                       employment
                                                                                                                                                                       has
                                                                                                                                                                       been
                                                                                                                                                                       verified:

         

         

         

        Level 3 Verified = Direct
        Independent Verification with a third party of the co-borrower’s current employment.

         
	Borrower
    Qualification	Numeric
    – Integer	1	9	If
    “Total Number of Borrowers” > 1	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Not
                                                                                                                                                           Stated,
                                                                                                                                                           Not
                                                                                                                                                           Verified

         

        2 = Stated, Not Verified

         

        3 = Stated, Level 3 Verified
        (as defined)

         
	 	 
	111	Borrower
    Asset Verification	A
                                                                                                                                                                       code
                                                                                                                                                                       indicating
                                                                                                                                                                       the
                                                                                                                                                                       extent
                                                                                                                                                                       to
                                                                                                                                                                       which
                                                                                                                                                                       the
                                                                                                                                                                       primary
                                                                                                                                                                       borrower’s
                                                                                                                                                                       assets
                                                                                                                                                                       used
                                                                                                                                                                       to
                                                                                                                                                                       qualify
                                                                                                                                                                       the
                                                                                                                                                                       loan
                                                                                                                                                                       have
                                                                                                                                                                       been
                                                                                                                                                                       verified:

         

         

         

        Level 4 Verified = 2 months
        of bank statements/balance documentation (written or electronic) for liquid assets (or gift letter).

         

         

         
	Borrower
    Qualification	Numeric
    – Integer	3	9	Always	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Not
                                                                                                                                                           Stated,
                                                                                                                                                           Not
                                                                                                                                                           Verified

         

        2 = Stated, Not Verified

         

        3 = Stated, “Partially”
        Verified

         

        4 = Stated, Level 4 Verified
        (as defined)

         
	 	 
	112	Co-Borrower
    Asset Verification	A
                                                                                                                                                                       code
                                                                                                                                                                       indicating
                                                                                                                                                                       the
                                                                                                                                                                       extent
                                                                                                                                                                       to
                                                                                                                                                                       which
                                                                                                                                                                       the
                                                                                                                                                                       co-borrower’s
                                                                                                                                                                       assets
                                                                                                                                                                       used
                                                                                                                                                                       to
                                                                                                                                                                       qualify
                                                                                                                                                                       the
                                                                                                                                                                       loan
                                                                                                                                                                       have
                                                                                                                                                                       been
                                                                                                                                                                       verified:

         

         

         

        Level 4 = 2 months of
        bank statements/balance documentation (written or electronic) for liquid assets (or gift letter).

         

         

         
	Borrower
    Qualification	Numeric
    – Integer	2	9	If
    “Total Number of Borrowers” > 1	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Not
                                                                                                                                                           Stated,
                                                                                                                                                           Not
                                                                                                                                                           Verified

         

        2 = Stated, Not Verified

         

        3 = Stated, “Partially”
        Verified

         

        4 = Stated, Level 4 Verified
        (as defined)

         
	 	 
	113	Liquid
    / Cash Reserves	The
    actual dollar amount of remaining verified liquid assets after settlement. (This should not include cash out amount of subject
    loan.)	Borrower
    Qualification	Numeric
    – Decimal	3242.76	9(9).99	Always	>=
    0	 	 	 
	114	Monthly
    Debt All Borrowers	The
    aggregate monthly payment due on other debt (excluding only installment loans with fewer than 10 payments remaining and other
    real estate loans used to compute net rental income-- which is added/subtracted in the income fields).	Borrower
    Qualification	Numeric
    – Decimal	3472.43	9(9).99	Always	>=
    0	 	 	 
	115	Originator
    DTI	Total
    Debt to income ratio used by the originator to qualify the loan.	Borrower
    Qualification	Numeric
    – Decimal	0.35	9.999999	Always	>=
    0 and >= 1	 	 	 
	116	Fully
    Indexed Rate	The
    fully indexed interest rate as of securitization cut-off.	Borrower
    Qualification	Numeric
    – Decimal	0.0975	9.999999	ARMs
    Only	>=
    0 and >= 1	 	 	 
	117	Qualification
    Method	Type
    of mortgage payment used to qualify the borrower for the loan.	Borrower
    Qualification	Numeric
    – Integer	3	99	Always	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Start
                                                                                                                                                           Rate

         

        2 = First Year Cap Rate

         

        3 = I/O Amount

         

        4 = Fully Indexed

         

        5 = Min Payment

         

        98 = Other

         

        99 = Unknown

         
	 	 
	118	Percentage
    of Down Payment from Borrower Own Funds	Include
    only borrower funds, do not include any gift or borrowed funds. (Issuers may provide the actual percentage for each loan,
    or the guideline percentage and note departure concentration on the transaction summary.)	Borrower
    Qualification	Numeric
    – Decimal	0.5	9.999999	Purchase
    Loans Only	>=
    0 and >= 1	 	 	 
	119	City	The
    name of the city.	Subject
    Property	Text	New
    York	X(45)	Always	Unk=Unknown	 	 	 
	120	State	The
    name of the state as a 2-digit Abbreviation.	Subject
    Property	Text	NY	XX	Always	See
    Coding	See
    Appendix H	 	 
	121	Postal
    Code	The
    postal code (zip code in the US) where the subject property is located.	Subject
    Property	Text	10022	X(5)	Always	Unk=Unknown	 	 	 
	122	Property
    Type	Specifies
    the type of property being used to secure the loan.	Subject
    Property	Numeric
    – Integer	11	99	Always	See
    Coding	See
    Appendix D	 	 
	123	Occupancy	Specifies
    the property occupancy status (e.g., owner-occupied, investment property, second home, etc.).	Subject
    Property	Numeric
    – Integer	4	9	Always	See
    Coding	See
    Appendix E	 	 
	124	Sales
    Price	The
    negotiated price of a given property between the buyer and seller.	Subject
    Property	Numeric
    – Decimal	450000.23	9(10).99	Purchase
    Loans Only	>
    0	 	 	 
	125	Original
    Appraised Property Value	The
    appraised value of the property used to approve the loan.	Subject
    Property	Numeric
    – Decimal	550000.23	9(10).99	Always	>
    0	 	 	 
	126	Original
    Property Valuation Type	Specifies
    the method by which the property value (at the time of underwriting) was reported.	Subject
    Property	Numeric
    – Integer	8	99	Always	See
    Coding	See
    Appendix F	 	 
	127	Original
    Property Valuation Date	Specifies
    the date on which the original property value (at the time of underwriting) was reported. (Issuers unable to provide may
    Rep and Warrant that the appraisal used for underwriting was not more than x days old at time of loan closing.)	Subject
    Property	Date	20090914	YYYYMMDD	Always	“19010101”
    if unknown	 	 	 
	128	Original
    Automated Valuation Model (AVM) Model Name	The
    name of the AVM Vendor if an AVM was used to determine the original property valuation.	Subject
    Property	Numeric
    – Integer	1	99	Always	See
    Appendix I	See
    Appendix I	 	 
	129	Original
    AVM Confidence Score	The
    confidence range presented on the AVM report.	Subject
    Property	Numeric
    – Decimal	0.74	9.999999	If
    AVM Model Name (Field 127) > 0	>=
    0 to <= 1	 	 	 
	130	Most
    Recent Property Value[1]	If
    a valuation was obtained subsequent to the valuation used to calculate LTV, the most recent property value.	Subject
    Property	Numeric
    – Decimal	500000	9(10).99	If
    updated value was obtained subsequent to loan approval	>
    0	 	 	 
	131	Most
    Recent Property Valuation Type	If
    an additional property valuation was obtained after the valuation used for underwriting purposes, the method by which the
    property value was reported.	Subject
    Property	Numeric
    – Integer	6	9	If
    updated value was obtained subsequent to loan approval	See
    Coding	See
    Appendix F	 	 
	132	Most
    Recent Property Valuation Date	Specifies
    the date on which the updated property value was reported.	Subject
    Property	Date	20090914	YYYYMMDD	If
    updated value was obtained subsequent to loan approval	“19010101”
    if unknown	 	 	 
	133	Most
    Recent AVM Model Name	The
    name of the AVM Vendor if an AVM was used to determine the updated property valuation.	Subject
    Property	Numeric
    – Integer	19	99	If
    updated value was obtained subsequent to loan approval	See
    Coding	See
    Appendix I	 	 
	134	Most
    Recent AVM Confidence Score	If
    AVM used to determine the updated property valuation, the confidence range presented on the AVM report.	Subject
    Property	Numeric
    – Decimal	0.85	9.999999	If
    “Most Recent AVM Model Name” > 0	>=
    0 to <= 1	 	 	 
	135	Original
    CLTV	The
    ratio obtained by dividing the amount of all known outstanding mortgage liens on a property at origination by the lesser of
    the appraised value or the sales price.  The value is then truncated to four decimal places.	Loan-to-Value
    (LTV)	Numeric
    – Decimal	0.96	9.999999	Always	>=
    0 and <= 1.5	 	 	 
	136	Original
    LTV	The
    ratio obtained by dividing the original mortgage loan amount on the note date by the lesser of the mortgaged property’s
    appraised value on the note date or its purchase price.  The value is then truncated to four decimal places.	Loan-to-Value
    (LTV)	Numeric
    – Decimal	0.8	9.999999	Always	>=
    0 and <= 1.25	 	 	 
	137	Original
    Pledged Assets	The
    total value of assets pledged as collateral for the loan at the time of origination. Pledged assets may include cash or marketable
    securities.	Loan-to-Value
    (LTV)	Numeric
    – Decimal	75000	9(10).99	Always	>=0	 	 	 
	138	Mortgage
    Insurance Company Name	The
    name of the entity providing mortgage insurance for a loan.	Mortgage
    Insurance	Numeric
    – Integer	3	99	Always	See
    Coding	See
    Appendix G	 	 
	139	Mortgage
    Insurance Percent	Mortgage
    Insurance coverage percentage.	Mortgage
    Insurance	Numeric
    – Decimal	0.25	9.999999	“Mortgage
    Insurance Company Name” > 0	>=
    0 to <= 1	 	 	 
	140	MI:
    Lender or Borrower Paid?	An
    indicator of whether mortgage insurance is paid by the borrower or the lender.	Mortgage
    Insurance	Numeric
    – Integer	1	99	“Mortgage
    Insurance Company Name” > 0	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Borrower-Paid

         

        2 = Lender- Paid

         

        99 = Unknown

         
	 	 
	141	Pool
    Insurance Co. Name	Name
    of pool insurance provider.	Mortgage
    Insurance	Numeric
    – Integer	8	99	Always	See
    Coding	See
    Appendix G	 	 
	142	Pool
    Insurance Stop Loss %	The
    aggregate amount that a pool insurer will pay, calculated as a percentage of the pool balance.	Mortgage
    Insurance	Numeric
    – Decimal	0.25	9.999999	Pool
    MI Company > 0	>=
    0 to <= 1	 	 	 
	143	MI
    Certificate Number	The
    unique number assigned to each individual loan insured under an MI policy.	Mortgage
    Insurance	Text	123456789G	X(20)	MI
                                                                                                                                                           Company

         

        > 0

         
	UNK
    = Unknown	 	 	 
	144	Updated
                                                                                                                                                           DTI

         

        (Front-end)

         
	Updated
    front-end DTI ratio (total monthly housing expense divided by total monthly income) used to qualify the loan modification.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	0.35	9.999999	Modified
    Loans Only	>=
    0 and >= 1	 	 	 
	145	Updated
                                                                                                                                                           DTI

         

        (Back-end)

         
	Updated
    back-end DTI ratio (total monthly debt expense divided by total monthly income) used to qualify the loan modification.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	0.35	9.999999	Modified
    Loans Only	>=
    0 and >= 1	 	 	 
	146	Modification
    Effective Payment Date	Date
    of first payment due post modification.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Date	20090914	YYYYMMDD	Modified
    Loans Only	“19010101”
    if unknown	 	 	 
	147	Total
    Capitalized Amount	Amount
    added to the principal balance of a loan due to the modification.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	12000	9(10).99	Modified
    Loans Only	>=
    0	 	 	 
	148	Total
    Deferred Amount	Any
    non-interest-bearing deferred amount (e.g., principal, interest and fees).	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	12000	9(10).99	Modified
    Loans Only	>=
    0	 	 	 
	149	Pre-Modification
    Interest (Note) Rate	Scheduled
    Interest Rate Of The Loan Immediately Preceding The Modification Effective Payment Date.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	0.075	9.999999	Modified
    Loans Only	>=
    0 to <= 1	 	 	 
	150	Pre-Modification
    P&I Payment	Scheduled
    Total Principal And Interest Payment Amount Preceding The Modification Effective Payment Date – or if servicer is no
    longer advancing P&I, the payment that would be in effect if the loan were current.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	2310.57	9(10).99	Modified
    Loans Only	>
    0	 	 	 
	151	Pre-Modification
    Initial Interest Rate Change Downward Cap	Maximum
    amount the rate can adjust downward on the first interest rate adjustment date (prior to modification) – Only provide
    if the rate floor is modified.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	0.015	9.999999	Modified
    Loans Only	>=
    0 to <= 1	 	 	 
	152	Pre-Modification
    Subsequent Interest Rate Cap	Maximum
    increment the rate can adjust upward AFTER the initial rate adjustment (prior to modification) – Only provide if the
    Cap is modified.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	0.015	9.999999	Modified
    Loans Only	>=
    0 to <= 1	 	 	 
	153	Pre-Modification
    Next Interest Rate Change Date	Next
    Interest Reset Date Under The Original Terms Of The Loan (one month prior to new payment due date).	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Date	20090914	YYYYMMDD	Modified
    Loans Only	“19010101”
    if unknown	 	 	 
	154	Pre-Modification
    I/O Term	Interest
    Only Term (in months) preceding The Modification Effective Payment Date.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Integer	36	999	Modified
    Loans Only	>=
    0 to <= 120	 	 	 
	155	Forgiven
    Principal Amount	The
    sum total of all principal balance reductions (as a result of loan modification) over the life of the loan.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	12000	9(10).99	Modified
    Loans Only	>=
    0	 	 	 
	156	Forgiven
    Interest Amount	The
    sum total of all interest incurred and forgiven (as a result of loan modification) over the life of the loan.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Decimal	12000	9(10).99	Modified
    Loans Only	>=
    0	 	 	 
	157	Number
    of Modifications	The
    number of times the loan has been modified.	Loan
    Modifications (Pertains only to loans modified for loss mitigation purposes)	Numeric
    – Integer	1	9	Modified
    Loans Only	>=
    0	 	 	 
	158	Cash
    To/From Brrw at Closing	Indicates
    the amount of cash the borrower(s) paid into or received at closing. 
 
 [HUD-1 Bottom Line] + [Earnest money] + [Paid
    Outside Closing Items]	 	Numeric
    – Decimal	100000.01	9(10).99	 	 	 	 	 
	159	Brrw
    - Yrs at in Industry	Number
    of years the primary borrower has been working in their current industry	 	Numeric
    – Decimal	9.9	9.999999	 	 	 	 	 
	160	CoBrrw
    - Yrs at in Industry	Number
    of years the co-borrower has been working in their current industry	 	Numeric
    – Decimal	8	9.999999	 	 	 	 	 
	161	Junior
    Mortgage Drawn Amount	Applicable
    if the subject loan is a first mortgage.   At the time of origination for the subject loan, the sum of the outstanding
    balance(s) for any junior mortgages (HELOCs and closed-end).	 	Numeric
    – Decimal	100000.01	9(10).99	 	 	 	 	 
	162	Maturity
    Date	Maturity
    date of mortgage	 	Date	20420501	YYYYMMDD	 	 	 	 	 
	163	Primary
    Borrower Wage Income (Salary)	The
    primary borrower's salary wage income	 	Numeric
    – Decimal	10000.44	9(10).99	 	 	 	 	 
	164	Primary
    Borrower Wage Income (Bonus)	The
    primary borrower's bonus wage income	 	Numeric
    – Decimal	10000.44	9(10).99	 	 	 	 	 
	165	Primary
    Borrower Wage Income (Commission)	The
    primary borrower's commission wage income	 	Numeric
    – Decimal	10000.44	9(10).99	 	 	 	 	 
	166	Co-Borrower
    Wage Income (Salary)	The
    coborrower's salary wage income	 	Numeric
    – Decimal	10000.44	9(10).99	 	 	 	 	 
	167	Co-Borrower
    Wage Income (Bonus)	The
    coborrower's bonus wage income	 	Numeric
    – Decimal	10000.44	9(10).99	 	 	 	 	 
	168	Co-Borrower
    Wage Income (Commission)	The
    coborrower's commission wage income	 	Numeric
    – Decimal	10000.44	9(10).99	 	 	 	 	 
	169	Originator
    Doc Code	Documentation
    Code value as presented by the seller.	 	Text	Full	XXXX	 	 	 	 	 
	170	RWT
    Income Verification	Internal
    Redwood Derived field.  Due Diligence / Trade Desk derived value indicating the level of primary borrower asset verification	 	Text	2
    Years	XXXX	 	 	 	 	 
	171	RWT
    Asset Verification	Internal
    Redwood Derived field.  Due Diligence / Trade Desk derived value indicating the level of primary borrower Income verification	 	Text	2
    Months	XXXX	 	 	 	 	 
	MH-1	Real
    Estate Interest	Indicates
    whether the property on which the manufactured home is situated is owned outright or subject to the terms of a short- or long-term
    lease. (A long-term lease is defined as a lease whose term is greater than or equal to the loan term.)	Manufactured
    Housing	Numeric
    – Integer	2	99	Manufactured
    Housing Loans Only	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Owned

         

        2 = Short-term lease

         

        3 = Long-term lease

         

        99 = Unavailable

         
	 	 
	MH-2	Community
    Ownership Structure	If
    the manufactured home is situated in a community, a means of classifying ownership of the community.	Manufactured
    Housing	Numeric
    – Integer	2	99	Manufactured
    Housing Loans Only	See
    Coding	1
                                                                                                                                                           =
                                                                                                                                                           Public
                                                                                                                                                           Institutional

         

        2 = Public Non-Institutional

         

        3 = Private Institutional

         

        4 = Private Non-Institutional

         

        5 = HOA-Owned

         

        6 = Non-Community

         

        99 = Unavailable

         
	 	 
	MH-3	Year
    of Manufacture	The
    year in which the home was manufactured (Model Year -- YYYY Format). Required only in cases where a full appraisal is not
    provided.	Manufactured
    Housing	Numeric
    – Integer	2006	YYYY	Manufactured
    Housing Loans Only	1901
    = Unavailable	 	 	 
	MH-4	HUD
    Code Compliance  Indicator (Y/N)	Indicates
    whether the home was constructed in accordance with the 1976 HUD code. In general, homes manufactured after 1976 comply with
    this code.	Manufactured
    Housing	Numeric
    – Integer	1	9	Manufactured
    Housing Loans Only	See
    Codes	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unavailable

         
	 	 
	MH-5	Gross
    Manufacturer’s Invoice Price	The
    total amount that appears on the manufacturer’s invoice (typically includes intangible costs such as transportation,
    association, on-site setup, service and warranty costs, taxes, dealer incentives, and other fees).	Manufactured
    Housing	Numeric
    – Decimal	72570.62	9(10).99	Manufactured
    Housing Loans Only	>=
    0	 	 	 
	MH-6	LTI
    (Loan-to-Invoice) Gross	The
    ratio of the loan amount divided by the Gross Manufacturer’s Invoice Price (Field MH-5).	Manufactured
    Housing	Numeric
    – Decimal	0.75	9.999999	Manufactured
    Housing Loans Only	>=
    0 to <= 1	 	 	 
	MH-7	Net
    Manufacturer’s Invoice Price	The
    Gross Manufacturer’s Invoice Price (Field MH-5) minus intangible costs, including: transportation, association,
    on-site setup, service, and warranty costs, taxes, dealer incentives, and other fees.	Manufactured
    Housing	Numeric
    – Decimal	61570.62	9(10).99	Manufactured
    Housing Loans Only	>=
    0	 	 	 
	MH-8	LTI
    (Net)	The
    ratio of the loan amount divided by the Net Manufacturer’s Invoice Price (Field MH-7).	Manufactured
    Housing	Numeric
    – Decimal	0.62	9.999999	Manufactured
    Housing Loans Only	>=
    0 to <= 1	 	 	 
	MH-9	Manufacturer
    Name	The
    manufacturer of the subject property. (To be applied only in cases where no appraised value/other type of property valuation
    is available.)	Manufactured
    Housing	Text	“XYZ
    Corp”	Char
    (100)	Manufactured
    Housing Loans Only (where no appraised value is provided)	MH
    Manufacturer name in double quotation marks	 	 	 
	MH-10	Model
    Name	The
    model name of the subject property. (To be applied only in cases where no appraised value/other type of property valuation
    is available.)	Manufactured
    Housing	Text	“DX5-916-X”	Char
    (100)	Manufactured
    Housing Loans Only (where no appraised value is provided)	MH
    Model name in double quotation marks	 	 	 
	MH-11	Down
    Payment Source	An
    indicator of the source of the down payment used by the borrower to acquire the property and qualify for the mortgage.	Manufactured
    Housing	Numeric
    – Integer	2	99	Manufactured
    Housing Loans Only	See
    Codes	1
                                                                                                                                                           =
                                                                                                                                                           Cash

         

        2 = Proceeds from trade
        in

         

        3 = Land in Lieu

         

        4 = Other

         

        99 = Unavailable

         
	 	 
	MH-12	Community/Related
    Party Lender (Y/N)	An
    indicator of whether the loan was made by the community owner, an affiliate of the community owner or the owner of the real
    estate upon which the collateral is located.	Manufactured
    Housing	Numeric
    – Integer	1	99	Manufactured
    Housing Loans Only	See
    Codes	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unavailable

         
	 	 
	MH-13	Defined
    Underwriting Criteria (Y/N)	An
    indicator of whether the loan was made in accordance with a defined and/or standardized set of underwriting criteria.	Manufactured
    Housing	Numeric
    – Integer	1	99	Manufactured
    Housing Loans Only	See
    Codes	0
                                                                                                                                                           =
                                                                                                                                                           No

         

        1 = Yes

         

        99 = Unavailable

         
	 	 
	MH-14	Chattel
    Indicator	An
    Indicator of whether the secured property is classified as chattel or Real Estate.	Manufactured
    Housing	Numeric
    – Integer	1	99	Manufactured
    Housing Loans Only	See
    Codes	0
                                                                                                                                                           =
                                                                                                                                                           Real
                                                                                                                                                           Estate

         

        1 = Chattel

         

        99 = Unavailable

         
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


 







 













 


 



    	1



    	 



    

 


ATTACHMENT 2


 


PURCHASE AND SERVICING AGREEMENT


 


Refer to Exhibit 10.7


 



    	2



    	 



    

 


ATTACHMENT 3


 


ADDITIONAL DEFINED TERMS FROM POOLING
AND SERVICING


AGREEMENT


 


Affiliate: With respect to any specified
Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


Independent: When used with respect
to any other Person, a Person who (a) is in fact independent of another specified Person and any Affiliate of such other Person,
(b) does not have any material direct financial interest in such other Person or any Affiliate of such other Person, and (c) is
not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.


 


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


 


Principal Forbearance Amount: With
respect to a Mortgage Loan that was the subject of a Servicing Modification, the amount of principal of the Mortgage Loan that
has been deferred and that does not accrue interest.


 


Servicing Modification: Any reduction
of the Note Rate on or the outstanding principal balance of a Mortgage Loan, any extension of the final maturity date of a Mortgage
Loan, any increase to the outstanding principal balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal
and interest and other amounts owing under the Mortgage Loan, any Principal Forbearance Amount and any other modification, in each
case pursuant to a modification of a Mortgage Loan that is in default or for which, in the judgment of the Servicer, default is
reasonably foreseeable in accordance with the Purchase and Servicing Agreement.


 



    	3



    	 



    

 


EXHIBIT D-3


 


INITIAL AUTHORIZED REPRESENTATIVES
OF THE SERVICER


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	D-3



    	 



    

 


EXHIBIT F


 


REQUEST FOR RELEASE OF DOCUMENTS


 


	To:	 	Wells Fargo Bank, N.A.	 	Date:  _______________
	 	 	751 Kasota Avenue	 	 
	 	 	Minneapolis, MN  55414	 	 
	 	 	Attn:  WFDC Release Department.	 	 


 


		Re:	Custodial Agreement, dated as of June 1, 2012, among Christiana Trust, a division of Wilmington Savings Fund Society, FSB,
as Trustee, Wells Fargo Bank, N.A., as Custodian, Sequoia Residential Funding, Inc., as Depositor, and Redwood Residential Acquisition
Corporation, as Seller



 


In connection with the administration of
the Mortgage Loans held by you as Custodian for the Trustee pursuant to the above-captioned Custodial Agreement, we request the
release of the Custodian’s Mortgage File for the Mortgage Loan described below, for the reason indicated.


 


	Mortgage Loan Number:	 	Investor Number:
	 	 	 
	Mortgagor Name, Address & Zip Code:	 	Pool Number:




 


Reason for Requesting Documents (check one):


 


_______ 1. Mortgage Paid in Full


 


_______ 2. Foreclosure


 


_______ 3. Substitution


 


_______ 4. Other Liquidation


 


_______ 5. Non-liquidation                         Reason:__________________


 


     For CMI Use Only:_____________


 


	By:	 	 
	 	(Authorized Signature)	 


 


	Printed Name	 	 	 
	 	 	 	 
	Servicer Name:	 	PHH Mortgage Corporation	 
	 	 	 	 
	Ship To Address:	 	One Mortgage Way	 
	 	 	 	 
	 	 	Mount Laurel, NJ  08054	 
	 	 	 	 
	Phone:	 	 	 


 



    	F-1



    	 



    
 


Custodian


 


	Please acknowledge the execution of the above request by your signature and date below:
	 	 	 	 
	 	 	Date	 
	Signature	 	 	 
	 	 	 	 
	Documents returned to Custodian:	 	 	 
	 	 	 	 
	 	 	Date	 
	Custodian	 	 	 




 



    	F-2



    	 



    

 


EXHIBIT 13


 


FORM OF MONTHLY LOSS REPORT


 


Exhibit  :  Calculation
of Realized Loss/Gain Form 332– Instruction Sheet


 


NOTE: Do not net or combine
items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date.
Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds
pending loss approval and /or resolution of any disputed items.


 


The numbers on the 332
form correspond with the numbers listed below.


 


Liquidation and Acquisition Expenses:


 


		1.	The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and servicing fees advanced is required.



		2.	The Total Interest Due less the aggregate amount of servicing fee that would have been earned if
all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation
breaking out the net interest and servicing fees advanced is required.



		3.	Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated
on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest
and servicing fees advanced is required.



		4-12.	Complete as applicable. Required documentation:



		*	For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.



		*	For escrow advances - complete payment history (to calculate advances from last positive escrow
balance forward)



		*	Other expenses - copies of corporate advance history showing all payments



		*	REO repairs > $1500 require explanation



		*	REO repairs >$3000 require evidence of at least 2 bids.



		*	Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer
Certificate



		*	Unusual or extraordinary items may require further documentation.



		13.	The total of lines 1 through 12.





 


Credits:


 


		14-21.	Complete as applicable. Required documentation:



		*	Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow
Agent / Attorney Letter of Proceeds Breakdown.



		*	Copy of EOB for any MI or gov't guarantee



		*	All other credits need to be clearly defined on the 332 form



		22.	The total of lines 14 through 21.



 



    	 



    	 



    
 


	 	Please Note: 	For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.




 


Total Realized Loss (or
Amount of Any Gain)


		23.	The total derived from subtracting line 22 from 13. If the amount
represents a realized gain, show the amount in parenthesis ( ).



 



    	 



    	 



    

 


Exhibit
3A: Calculation of Realized Loss/Gain Form 332


 


Prepared by: __________________          Date:
_______________


Phone: ______________________           Email Address: _____________________


 


	Servicer Loan No.	 	Servicer Name	 	Servicer Address
	 	 	 	 	 
	 	 	 	 	 


 


WELLS FARGO BANK, N.A. Loan
No._____________________________


 


Borrower's Name: _________________________________________________________


Property Address: _________________________________________________________


 


Liquidation Type: REO Sale        3rd
Party Sale        Short Sale        Charge Off


 


Was this loan granted a Bankruptcy
deficiency or cramdown         Yes        No


If “Yes”, provide
deficiency or cramdown amount _______________________________


 


	Liquidation and Acquisition Expenses:	 	 	 	 
	 	 	 	 	 	 	 
	(1)	 	Actual Unpaid Principal Balance of Mortgage Loan	 	$ ______________	 	(1)
	 	 	 	 	 	 	 
	(2)	 	Interest accrued at Net Rate	 	________________	 	(2)
	 	 	 	 	 	 	 
	(3)	 	Accrued Servicing Fees	 	________________	 	(3)
	 	 	 	 	 	 	 
	(4)	 	Attorney's Fees	 	________________	 	(4)
	 	 	 	 	 	 	 
	(5)	 	Taxes (see page 2)	 	________________	 	(5)
	 	 	 	 	 	 	 
	(6)	 	Property Maintenance	 	________________	 	(6)
	 	 	 	 	 	 	 
	(7)	 	MI/Hazard Insurance Premiums (see page 2)	 	________________	 	(7)
	 	 	 	 	 	 	 
	(8)	 	Utility Expenses	 	________________	 	(8)
	 	 	 	 	 	 	 
	(9)	 	Appraisal/BPO	 	________________	 	(9)
	 	 	 	 	 	 	 
	(10)	 	Property Inspections	 	________________	 	(10)
	 	 	 	 	 	 	 
	(11)	 	FC Costs/Other Legal Expenses	 	________________	 	(11)
	 	 	 	 	 	 	 
	(12)	 	Other (itemize)	 	________________	 	(12)
	 	 	 	 	 	 	 
	 	 	Cash for Keys__________________________	 	________________	 	(12)
	 	 	 	 	 	 	 
	 	 	HOA/Condo Fees_______________________	 	________________	 	(12)
	 	 	 	 	 	 	 
	 	 	______________________________________	 	________________	 	(12)
	 	 	 	 	 	 	 
	 	 	Total Expenses	 	$_______________	 	(13)


 



    	 



    	 



    
 


	Credits:	 	 	 	 
	 	 	 	 	 	 	 
	(14)	 	Escrow Balance	 	$_______________	 	(14)
	 	 	 	 	 	 	 
	(15)	 	HIP Refund	 	________________	 	(15)
	 	 	 	 	 	 	 
	(16)	 	Rental Receipts	 	________________	 	(16)
	 	 	 	 	 	 	 
	(17)	 	Hazard Loss Proceeds	 	________________	 	(17)
	 	 	 	 	 	 	 
	(18)	 	Primary Mortgage Insurance / Gov’t Insurance	 	________________	 	(18a) HUD Part A
	 	 	 	 	 	 	 
	 	 	 	 	________________	 	(18b) HUD Part B 
	 	 	 	 	 	 	 
	(19)	 	Pool Insurance Proceeds	 	________________	 	(19)
	 	 	 	 	 	 	 
	(20)	 	Proceeds from Sale of Acquired Property	 	________________	 	(20)
	 	 	 	 	 	 	 
	(21)	 	Other (itemize)	 	________________	 	(21)
	 	 	 	 	 	 	 
	 	 	_________________________________________	 	________________	 	(21)
	 	 	 	 	 	 	 
	 	 	Total Credits	 	$________________	 	(22)
	 	 	 	 	 	 	 
	Total Realized Loss (or Amount of Gain)	 	$________________	 	(23)


 



    	 



    	 



    

 


Escrow Disbursement Detail


 


	Type	 	 	 	 	 	 	 	 	 	 	 	 
	(Tax /	 	Date	 	Period of	 	Total	 	Base	 	 	 	 
	Ins.)	 	 Paid	 	Coverage	 	 Paid	 	Amount	 	Penalties	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT 14


 


FORM OF DELINQUENCY REPORTING


 


Exhibit
: Standard File Layout – Delinquency Reporting


 


*The column/header names in bold
are the minimum fields Wells Fargo must receive from every Servicer


 


	Column/Header
    Name	 	Description	 	Decimal	 	Format
    

Comment
	SERVICER_LOAN_NBR	 	A unique number assigned to a loan
    by the Servicer.  This may be different than the LOAN_NBR	 	 	 	 
	 	 	 	 	 	 	 
	LOAN_NBR	 	A unique identifier assigned to
    each loan by the originator.	 	 	 	 
	 	 	 	 	 	 	 
	CLIENT_NBR	 	Servicer Client Number	 	 	 	 
	 	 	 	 	 	 	 
	SERV_INVESTOR_NBR	 	Contains a unique number as assigned
    by an external servicer to identify a group of loans in their system.	 	 	 	 
	 	 	 	 	 	 	 
	BORROWER_FIRST_NAME	 	First Name of the Borrower.	 	 	 	 
	 	 	 	 	 	 	 
	BORROWER_LAST_NAME	 	Last name of the borrower.	 	 	 	 
	 	 	 	 	 	 	 
	PROP_ADDRESS	 	Street Name and Number of Property	 	 	 	 
	 	 	 	 	 	 	 
	PROP_STATE	 	The state where the  property
    located.	 	 	 	 
	 	 	 	 	 	 	 
	PROP_ZIP	 	Zip code where the property is located.	 	 	 	 
	 	 	 	 	 	 	 
	BORR_NEXT_PAY_DUE_DATE	 	The date that the borrower's next
    payment is due to the servicer at the end of processing cycle, as reported by Servicer.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	LOAN_TYPE	 	Loan Type (i.e. FHA, VA, Conv)	 	 	 	 
	 	 	 	 	 	 	 
	BANKRUPTCY_FILED_DATE	 	The date a particular bankruptcy
    claim was filed.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	BANKRUPTCY_CHAPTER_CODE	 	The chapter under which the bankruptcy
    was filed.	 	 	 	 
	 	 	 	 	 	 	 
	BANKRUPTCY_CASE_NBR	 	The case number assigned by the
    court to the bankruptcy filing.	 	 	 	 
	 	 	 	 	 	 	 
	POST_PETITION_DUE_DATE	 	The payment due date once the bankruptcy
    has been approved by the courts	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	BANKRUPTCY_DCHRG_DISM_DATE	 	The Date The Loan Is Removed From
    Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	LOSS_MIT_APPR_DATE	 	The Date The Loss Mitigation Was
    Approved By The Servicer	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	LOSS_MIT_TYPE	 	The Type Of Loss Mitigation Approved
    For A Loan Such As;	 	 	 	 


 



    	 



    	 



    

 


	Column/Header
    Name	 	Description	 	Decimal	 	Format
    

    Comment
	LOSS_MIT_EST_COMP_DATE	 	The Date The Loss Mitigation /Plan
    Is Scheduled To End/Close	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	LOSS_MIT_ACT_COMP_DATE	 	The Date The Loss Mitigation Is
    Actually Completed	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FRCLSR_APPROVED_DATE	 	The date DA Admin sends a letter
    to the servicer with instructions to begin foreclosure proceedings.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	ATTORNEY_REFERRAL_DATE	 	Date File Was Referred To Attorney
    to Pursue Foreclosure	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FIRST_LEGAL_DATE	 	Notice of 1st legal filed by an
    Attorney in a Foreclosure Action	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FRCLSR_SALE_EXPECTED_DATE	 	The date by which a foreclosure
    sale is expected to occur.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FRCLSR_SALE_DATE	 	The actual date of the foreclosure
    sale.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FRCLSR_SALE_AMT	 	The amount a property sold for at
    the foreclosure sale.	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	EVICTION_START_DATE	 	The date the servicer initiates
    eviction of the borrower.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	EVICTION_COMPLETED_DATE	 	The date the court revokes legal
    possession of the property from the borrower.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	LIST_PRICE	 	The price at which an REO property
    is marketed.	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	LIST_DATE	 	The date an REO property is listed
    at a particular price.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	OFFER_AMT	 	The dollar value of an offer for
    an REO property.	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	OFFER_DATE_TIME	 	The date an offer is received by
    DA Admin or by the Servicer.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	REO_CLOSING_DATE	 	The date the REO sale of the property
    is scheduled to close.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	REO_ACTUAL_CLOSING_DATE	 	Actual Date Of REO Sale	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	OCCUPANT_CODE	 	Classification of how the property
    is occupied.	 	 	 	 
	 	 	 	 	 	 	 
	PROP_CONDITION_CODE	 	A code that indicates the condition
    of the property.	 	 	 	 
	 	 	 	 	 	 	 
	PROP_INSPECTION_DATE	 	The date a  property inspection
    is performed.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	APPRAISAL_DATE	 	The date the appraisal was done.	 	 	 	MM/DD/YYYY


 



    	 



    	 



    

 


	Column/Header
    Name	 	Description	 	Decimal	 	Format
    

    Comment
	CURR_PROP_VAL	 	The current "as is" value
    of the property based on brokers price opinion or appraisal.	 	2	 	 
	 	 	 	 	 	 	 
	REPAIRED_PROP_VAL	 	The amount the property would be
    worth if repairs are completed pursuant to a broker's price opinion or appraisal.	 	2	 	 
	 	 	 	 	 	 	 
	If applicable:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	DELINQ_STATUS_CODE	 	FNMA Code Describing Status of Loan	 	 	 	 
	 	 	 	 	 	 	 
	DELINQ_REASON_CODE	 	The circumstances which caused a
    borrower to stop paying on a loan.   Code indicates the reason why the loan is in default for this cycle.	 	 	 	 
	 	 	 	 	 	 	 
	MI_CLAIM_FILED_DATE	 	Date Mortgage Insurance Claim Was
    Filed With Mortgage Insurance Company.	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	MI_CLAIM_AMT	 	Amount of Mortgage Insurance Claim
    Filed	 	 	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	MI_CLAIM_PAID_DATE	 	Date Mortgage Insurance Company
    Disbursed Claim Payment	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	MI_CLAIM_AMT_PAID	 	Amount Mortgage Insurance Company
    Paid On Claim	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	POOL_CLAIM_FILED_DATE	 	Date Claim Was Filed With Pool Insurance
    Company	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	POOL_CLAIM_AMT	 	Amount of Claim Filed With Pool
    Insurance Company	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	POOL_CLAIM_PAID_DATE	 	Date Claim Was Settled and The Check
    Was Issued By The Pool Insurer	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	POOL_CLAIM_AMT_PAID	 	Amount Paid On Claim By Pool Insurance
    Company	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_FILED_DATE	 	Date FHA Part A Claim Was Filed
    With HUD	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_AMT	 	Amount of FHA Part A Claim Filed	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_PAID_DATE	 	Date HUD Disbursed Part A Claim
    Payment	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_PAID_AMT	 	Amount HUD Paid on Part A Claim	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	FHA_PART_B_CLAIM_FILED_DATE	 	Date FHA Part B Claim Was Filed
    With HUD	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FHA_PART_B_CLAIM_AMT	 	Amount of FHA Part B Claim Filed	 	2	 	No commas(,) or dollar signs ($)


 



    	 



    	 



    

 


	Column/Header
    Name	 	Description	 	Decimal	 	Format

Comment
	FHA_PART_B_CLAIM_PAID_DATE	 	Date HUD Disbursed Part B Claim Payment	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FHA_PART_B_CLAIM_PAID_AMT	 	Amount HUD Paid on Part B Claim	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	VA_CLAIM_FILED_DATE	 	Date VA Claim Was Filed With the Veterans Admin	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	VA_CLAIM_PAID_DATE	 	Date Veterans Admin. Disbursed VA Claim Payment	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	VA_CLAIM_PAID_AMT	 	Amount Veterans Admin. Paid on VA Claim	 	2	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	MOTION_FOR_RELIEF_DATE	 	The date the Motion for Relief was filed	 	10	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	FRCLSR_BID_AMT	 	The foreclosure sale bid amount	 	11	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	FRCLSR_SALE_TYPE	 	The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA	 	 	 	 
	 	 	 	 	 	 	 
	REO_PROCEEDS	 	The net proceeds from the sale of the REO property.	 	 	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	BPO_DATE	 	The date the BPO was done.	 	 	 	 
	 	 	 	 	 	 	 
	CURRENT_FICO	 	The current FICO score	 	 	 	 
	 	 	 	 	 	 	 
	HAZARD_CLAIM_FILED_DATE	 	The date the Hazard Claim was filed with the Hazard Insurance Company.	 	10	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	HAZARD_CLAIM_AMT	 	The amount of the Hazard Insurance Claim filed.	 	11	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	HAZARD_CLAIM_PAID_DATE	 	The date the Hazard Insurance Company disbursed the claim payment.	 	10	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	HAZARD_CLAIM_PAID_AMT	 	The amount the Hazard Insurance Company paid on the claim.	 	11	 	No commas(,) or dollar signs ($)
	 	 	 	 	 	 	 
	ACTION_CODE	 	Indicates loan status	 	 	 	Number
	 	 	 	 	 	 	 
	NOD_DATE	 	 	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	NOI_DATE	 	 	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	ACTUAL_PAYMENT_PLAN_START_DATE	 	 	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	ACTUAL_PAYMENT_ PLAN_END_DATE	 	 	 	 	 	 
	 	 	 	 	 	 	 
	ACTUAL_REO_START_DATE	 	 	 	 	 	MM/DD/YYYY
	 	 	 	 	 	 	 
	REO_SALES_PRICE	 	 	 	 	 	Number
	 	 	 	 	 	 	 
	REALIZED_LOSS/GAIN	 	As defined in the Servicing Agreement	 	 	 	Number


 



    	 



    	 



    

 


Exhibit
2: Standard File Codes – Delinquency Reporting


 


The Loss Mit Type field should show the approved
Loss Mitigation Code as follows:


		·	ASUM-  Approved Assumption



		·	BAP-      Borrower Assistance Program



		·	CO-        Charge Off



		·	DIL-       Deed-in-Lieu



		·	FFA-      Formal Forbearance Agreement



		·	MOD-    Loan Modification



		·	PRE-      Pre-Sale



		·	SS-         Short Sale



		·	MISC-   Anything else approved by the PMI or Pool Insurer



 


NOTE: Wells Fargo Bank will accept alternative
Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other
than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior
to sending the file.


 


The Occupant Code field should show the current
status of the property code as follows:


		·	Mortgagor



		·	Tenant



		·	Unknown



		·	Vacant



 


The Property Condition field should show the last
reported condition of the property as follows:


		·	Damaged



		·	Excellent



		·	Fair



		·	Gone



		·	Good



		·	Poor



		·	Special Hazard



		·	Unknown



 



    	 



    	 



    

 


Exhibit
2: Standard File Codes – Delinquency Reporting, Continued


 


The FNMA Delinquent Reason Code field should show
the Reason for Delinquency as follows:


 


	Delinquency	 	 
	Code	 	Delinquency Description 
	001	 	FNMA-Death of principal mortgagor
	002	 	FNMA-Illness of principal mortgagor
	003	 	FNMA-Illness of mortgagor’s family member
	004	 	FNMA-Death of mortgagor’s family member
	005	 	FNMA-Marital difficulties
	006	 	FNMA-Curtailment of income
	007	 	FNMA-Excessive Obligation
	008	 	FNMA-Abandonment of property
	009	 	FNMA-Distant employee transfer
	011	 	FNMA-Property problem
	012	 	FNMA-Inability to sell property
	013	 	FNMA-Inability to rent property
	014	 	FNMA-Military Service
	015	 	FNMA-Other
	016	 	FNMA-Unemployment
	017	 	FNMA-Business failure
	019	 	FNMA-Casualty loss
	022	 	FNMA-Energy environment costs
	023	 	FNMA-Servicing problems
	026	 	FNMA-Payment adjustment
	027	 	FNMA-Payment dispute
	029	 	FNMA-Transfer of ownership pending
	030	 	FNMA-Fraud
	031	 	FNMA-Unable to contact borrower
	INC	 	FNMA-Incarceration


 



    	 



    	 



    

 


Exhibit
2: Standard File Codes – Delinquency Reporting, Continued


 


The FNMA Delinquent Status Code field should show
the Status of Default as follows:


 


	Status Code	 	Status Description
	09	 	Forbearance
	17	 	Pre-foreclosure Sale Closing Plan Accepted
	24	 	Government Seizure
	26	 	Refinance
	27	 	Assumption
	28	 	Modification
	29	 	Charge-Off
	30	 	Third Party Sale
	31	 	Probate
	32	 	Military Indulgence
	43	 	Foreclosure Started
	44	 	Deed-in-Lieu Started
	49	 	Assignment Completed
	61	 	Second Lien Considerations
	62	 	Veteran’s Affairs-No Bid
	63	 	Veteran’s Affairs-Refund
	64	 	Veteran’s Affairs-Buydown
	65	 	Chapter 7 Bankruptcy
	66	 	Chapter 11 Bankruptcy
	67	 	Chapter 13 Bankruptcy