EXHIBIT
10.1


EXECUTION
COPY


 


ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT


 


THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of the 30th day of April, 2013 (the “Assignment”),
is entered into by and among Redwood Residential Acquisition Corporation (the “Assignor” and, solely in its capacity
as servicing administrator described herein, the “Servicing Administrator”), Sequoia Residential Funding, Inc. (the
“Depositor”), Cenlar FSB, as the servicer (the “Servicer”), and 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 April 1, 2013 (the “Pooling and Servicing Agreement”) among the Depositor, the Assignee and Wells Fargo Bank, N.A.,
as master servicer and securities administrator.


 


RECITALS


 


WHEREAS, the Assignor
and the Servicer have entered into a certain Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011, as amended by
the Amendment No. 1 to Flow Mortgage Loan Servicing Agreement dated November 3, 2011, and hereby (the “Flow Servicing Agreement”),
and the Servicer is currently servicing certain mortgage loans (the “Mortgage Loans”) under the Flow Servicing Agreement;
and


 


WHEREAS, the Assignor
will sell the Mortgage Loans (the “Specified Mortgage Loans”) that are listed on the mortgage loan schedule attached
as Exhibit I hereto (the “Specified Mortgage Loan Schedule”) and its rights under the Flow Servicing Agreement
with respect to the Specified Mortgage Loans to the Depositor; and


 


WHEREAS, the Depositor
will sell to the Assignee all of its right, title and interest in the Specified Mortgage Loans and its rights under the Flow Servicing
Agreement with respect to the Specified Mortgage Loans; and


 


WHEREAS, the parties
hereto have agreed that the Specified Mortgage Loans shall be subject to the terms of this Assignment.


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties agree as follows:


 


		1.	Assignment and Assumption.



 


(a)          Effective
on and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title
and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with
its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the
Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations.


 




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(b)          Effective
on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title
and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with
its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the
Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee
hereby accepts such assignment from the Depositor.


 


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


 


		2.	Recognition of the Assignee.



 


From and after the
date hereof, subject to Section 3 below, the Servicer shall recognize the Assignee as the holder of the rights and benefits of
the Owner with respect to the Specified Mortgage Loans and the Servicer will service the Specified Mortgage Loans for the Assignee
as if the Assignee and the Servicer had entered into a separate servicing agreement for the servicing of the Specified Mortgage
Loans in the form of the Flow Servicing Agreement with the Assignee as the Owner thereunder, the terms of which Flow Servicing
Agreement are incorporated herein by reference and amended hereby. It is the intention of the parties hereto that this Assignment
will be a separate and distinct agreement, and the entire agreement, between the parties hereto to the extent of the Specified
Mortgage Loans and shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.


 


		3.	Continuing Rights and Responsibilities.



 


(a) Controlling
Holder Rights. The parties hereto agree and acknowledge 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 as Owner under the section of
the Flow Servicing Agreement listed below:


 


			Flow Servicing Agreement:



 


	Section	 	Matter
	 	 	 
	11.20	 	Servicer Shall Provide
    Access and Information as Reasonably Required.


 




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(b)          Notwithstanding
Sections 1 and 2 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 Owner under the Sections of the Flow Servicing Agreement listed below:


 


			Flow Servicing Agreement:



 


	Section	 	Matter
	 	 	 
	Addendum I	 	Regulation AB Compliance
    Addendum


 


(c)          In
addition, the Servicer agrees to furnish to the Assignor as well as to the Master Servicer copies of reports, notices, statements
and other communications required to be delivered by the Servicer pursuant to any of the sections of the Flow Servicing Agreement
referred to above and under the following sections, at the times therein specified:


 


			Flow Servicing Agreement:



 


	Section	 	 
	 	 	 
	11.09	 	Transfer of Accounts.
	 	 	 
	11.16	 	Statements to the Owner.
	 	 	 
	Subsection 2.04 of Addendum
    I	 	Servicer Compliance
    Statement.
	 	 	 
	Subsection 2.05 of Addendum
    I	 	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 3(a) shall terminate and revert to Assignee. Assignor will provide thirty (30) days notice
to the Servicer of any such termination or a change in the identity of the Controlling Holder of which Assignor has knowledge.


 


(e)          Redwood
Residential Acquisition Corporation, in its capacity as Servicing Administrator under this Assignment, hereby assumes the obligations
of the Owner, as assigned to the Assignee, and the obligations of the Servicing Administrator, under the Sections of the Flow
Servicing Agreement, as amended by this Assignment, listed below:


 




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			Flow Servicing Agreement:



 


	Section	 	Matter
	 	 	 
	Clause (i) of the last
    paragraph of Section 11.13 	 	Payment by Servicing
    Administrator for Opinion of Counsel
	 	 	 
	Last sentence of 11.14,
    with respect to Servicing Advances only	 	Payment of Servicing
    Advances to Servicer
	 	 	 
	11.17	 	P&I Advances
	 	 	 
	11.25(b)	 	Funding of P& I
    Advances, including without limitation funding of Prepayment Interest Shortfalls pursuant to the second paragraph of Section
    11.15
	 	 	 
	11.25(c)	 	Funding of Servicing
    Advances
	 	 	 
	14.03	 	Payment of termination
    fees to Servicer


 


As compensation for
such assumption of obligations, the Servicing Administrator shall be entitled to receive from payments on the Specified Mortgage
Loans the difference, if any, between the Servicing Fee and the servicing compensation otherwise payable to the Servicer under
the Flow Servicing Agreement. In addition, the Servicing Administrator shall have all the benefits provided to the Servicing Administrator
by Subsection 11.05 of the Flow Servicing Agreement. Any failure of the Servicing Administrator to perform its obligations under
this Section 3(e) shall be an additional Event of Default under the Flow Servicing Agreement, entitling the Assignee to terminate
both the Servicing Administrator and the Servicer in accordance with the terms of the Flow Servicing Agreement.


 


(f)          The
Servicing Administrator may, with the consent of the Master Servicer, exercise the rights of the Owner set forth in Section 13.01
of the Flow Servicing Agreement to terminate the Servicer following the occurrence of an Event of Default with respect to the
Servicer.


 


(g)          The
Servicing Administrator may, with the consent of the Master Servicer, exercise the rights of the Owner set forth in Section 14.03
of the Flow Servicing Agreement to terminate the Servicer without cause and transfer servicing.


 


(h)          If
the Servicing Administrator exercises its right to terminate the Servicer pursuant to the foregoing paragraphs (f) or (g), no
termination of the Servicer shall be effective unless the Servicing Administrator shall have appointed a successor Servicer under
the Flow Servicing Agreement approved by the Master Servicer.


 


(i)          No
later than March 1 of each year when any Certificates are outstanding, commencing in March 2014, the Servicing Administrator shall
provide to the Master Servicer its report on assessment of compliance with applicable servicing criteria specified under Item
1122(d)(2)(iii) of Regulation AB and its compliance statement required under Item 1123 of Regulation AB.


 




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		4.	Amendment to the Flow Servicing Agreement.



 


The Flow Servicing
Agreement is hereby amended as set forth in Appendix A hereto with respect to the Specified Mortgage Loans. The rights
and obligations under the Flow Servicing Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall
be under the Flow Servicing Agreement as amended as set forth in Appendix A.


 


		5.	Representations and Warranties.



 


(a)          Each
of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.


 


(b)          Each
of the parties hereto represents and warrants that this Assignment has been duly authorized, executed and delivered by it and
(assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).


 


		6.	Continuing Effect.



 


Except as contemplated
hereby, the Flow Servicing Agreement shall remain in full force and effect in accordance with their terms. This Assignment constitutes
a Reconstitution Agreement as contemplated in Section 32 of the Flow Servicing Agreement and the Reconstitution Date shall be
the date hereof with respect to the Specified Mortgage Loans listed on Exhibit I on the date hereof.


 


		7.	Governing Law.



 


This Assignment and
the rights and obligations hereunder shall be governed by and construed in accordance with the internal 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.


 




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		8.	Notices.



 


Any notices or other
communications permitted or required under the Flow Servicing Agreement to be made to the Assignor and Assignee shall be made
in accordance with the terms of the Flow Servicing Agreement and shall be sent to the Assignor and Assignee as follows:


 


Assignor: Redwood Residential
Acquisition Corporation


One Belvedere Place,
Suite 360


Mill
Valley, CA 94941


Attention: William Moliski


 


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


500
Delaware Avenue, 11th Floor


Wilmington,
Delaware, 19801


Attention: Corporate
Trust – Sequoia Mortgage Trust 2013-6


 


or to such other address
as may hereafter be furnished by the Assignor or Assignee to the other parties in accordance with the provisions of the Flow Servicing
Agreement.


 


		9.	Counterparts.



 


This Assignment may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.


 


		10.	Definitions.



 


Any capitalized term
used but not defined in this Assignment has the same meaning as in the Flow Servicing Agreement.


 


		11.	Trustee.



 


It is expressly understood
and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (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 Flow 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.


 




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		12.	Master Servicer.



 


The Servicer hereby
acknowledges that Wells Fargo Bank, N.A. (the “Master Servicer”) will act as master servicer and securities administrator
under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, 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 as the Owner under the Flow Servicing Agreement, including, without limitation, the right
to enforce the obligations of the Servicer and the Servicing Administrator thereunder. Any notices or other communications permitted
or required under the Flow Servicing Agreement to be made to the Assignee shall be made in accordance with the terms of the Flow
Servicing Agreement and shall be sent to the Master Servicer at the following address:


 


Wells Fargo Bank, N. A.


P.O.
Box 98


Columbia,
Maryland 21046


(or, for overnight deliveries, 9062 Old
Annapolis Road, Columbia, Maryland 21045)


Attention: Sequoia Mortgage Trust 2013-6


 


or to such other address
as may hereafter be furnished by the Master Servicer to Servicer. Any such notices or other communications permitted or required
under the Flow Servicing Agreement may be delivered in electronic format unless manual signature is required in which case a hard
copy of such report or communication shall be required.


 


The Servicer shall
make all distributions under the Flow Servicing Agreement, as they relate to the Specified Mortgage Loans, to the Master Servicer
by wire transfer of immediately funds to:


 


Wells Fargo Bank, N.A.


San
Francisco, California


ABA#
121-000-248


Account #3970771416


Account Name: SAS Clearing


FFC: Account #39227100, Sequoia Mortgage
Trust 2013-6


Distribution Account


 




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		13.	Rule 17g-5 Compliance.



 


The Servicer hereby
agrees that it shall provide information with respect to the servicing of the Mortgage Loans by the Servicer requested by any
Rating Agency or nationally recognized statistical rating organization (“NRSRO”) to the Securities Administrator,
as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”), via electronic mail at rmbs17g5informationprovider@wellsfargo.com,
with a subject reference of “SEMT 2013-6” and an identification of the type of information being provided in the body
of such electronic mail. The Rule 17g-5 Information Provider shall notify the Servicer in writing of any change in the identity
or contact information of the Rule 17g-5 Information Provider. The Servicer 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 Assignment 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
13 prohibit or restrict oral or written communications, or providing information, between the Servicer, 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 the Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Servicer as a residential mortgage
master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Servicer’s servicing
operations in general; provided, however, that the Servicer 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.


 


		14.	Successors and Assigns.



 


Upon a transfer of
the Specified Mortgage Loans by the Assignee (other than in respect of repurchases by a seller pursuant to the related purchase
agreement) to a buyer (“buyer”), such transfer shall constitute a Reconstitution subject to the terms of Section 32
of the Flow Servicing Agreement. Upon the closing of such transfer, the rights and obligations of Owner held by the Assignor pursuant
to this Assignment shall automatically terminate and the buyer shall possess all of the rights and obligations of Owner under
the Flow Servicing Agreement, provided, however, that the Assignor shall remain liable for any obligations held by it as
Owner arising from or attributable to the period from the date hereof to the closing date of such transfer.


 


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


 


 


	 	ASSIGNOR:
	 	 
	 	REDWOOD
    RESIDENTIAL ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ W.J. Moliski
	 	 	 
	 	Name:	W.J. Moliski
	 	 	 
	 	Title:	Authorized Officer
	 	 	 
	 	DEPOSITOR:
	 	 
	 	SEQUOIA
    RESIDENTIAL FUNDING, INC.
	 	 	 
	 	By:	/s/ W.J. Moliski
	 	 	 
	 	Name:	W.J. Moliski
	 	 	 
	 	Title:	Authorized Officer
	 	 	 
	 	ASSIGNEE:
	 	 
	 	Christiana Trust, a division
    of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Trustee
	 	 	 
	 	By:	/s/
    Jeffrey R. Everhart
	 	 	 
	 	Name:	Jeffrey R. Everhart
	 	 	 
	 	Title:	Assistant Vice President
	 	 	 
	 	SERVICER:
	 	 
	 	CENLAR
    FSB
	 	 	 
	 	By:	/s/ D. James Daras
	 	 	 
	 	Name:	D. James Daras
	 	 	 
	 	Title:	Executive Vice President


 


[Signatures continue
on following page]


 


[SEMT 2013-6 Cenlar AAR Signature Page]


  




    	 



    	 



    

 


	 	SERVICING
    ADMINISTRATOR:
	 	 
	 	REDWOOD
    RESIDENTIAL ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ W.J. Moliski
	 	 	 
	 	Name:	W.J. Moliski
	 	 	 
	 	Title:	Authorized Officer


 


	Accepted
    and agreed to by:	 
	 	 
	MASTER SERVICER:	 
	 	 
	WELLS FARGO
    BANK, N.A.	 
	 	 
	By:	/s/ Graham M. Oglesby 	 
	 	 
	Name:	Graham M. Oglesby	 
	 	 
	Title: 	Vice President	 


 


[SEMT 2013-6 Cenlar AAR Signature Page]


 




    	 



    	 



    

 


EXHIBIT I


 


Refer to Schedule A


to Exhibit 4.1.


 




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APPENDIX A


 


MODIFICATIONS TO THE
FLOW SERVICING AGREEMENT


 


1.            The
definition of “Assumed Principal Balance” in Section 1 is revised to read in its entirety as follows:


 


“Assumed
Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage
Loan outstanding as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received,
minus (ii) all amounts previously distributed to the Owner with respect to the Mortgage Loan pursuant to Subsection 11.15 and
representing (a) payments or other recoveries of principal or (b) advances of scheduled principal payments made pursuant to Subsection
11.17.”


 


2.            The
definition of “Business Day” in Section 1 is revised to read in its entirety as follows:


 


“Business
Day: Any day other than (i) a Saturday or a Sunday, or (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.”


 


3.            The
definition of “Closing Date” in Section 1 is revised to read in its entirety as follows:


 


“Closing
Date: April 30, 2013, except with respect to Section 3 and the Servicer Acknowledgement(s).”


 


4.            The
definition of “Cut-off Date” in Section 1 is revised to read in its entirety as follows:


 


“Cut-off
Date: April 1, 2013, except with respect to the Servicer Acknowledgement(s).”


 


5.            The
definition of “Eligible Account” in Section 1 is revised to read in its entirety as follows:


 




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“Eligible Account:
Any account or accounts maintained with a federal or state chartered depository institution or trust company the debt obligations
of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company,
the debt obligations of such holding company) satisfy each of the following criteria: (1) the short-term unsecured debt obligations
of such entity are rated in the highest rating category of Fitch Ratings, Inc. (“Fitch”) and Standard & Poor’s
Ratings Services (“S&P”) and the long-term unsecured debt obligations of such entity are rated in one of the two
highest rating categories of Fitch and S&P and (2) if the unsecured debt obligations of such entity are rated by Kroll Bond
Rating Agency, Inc. (“KBRA”), then the short-term unsecured debt obligations of such entity are rated in the highest
rating category of KBRA and the long-term unsecured debt obligations of such entity are rated in one of the three highest rating
categories of KBRA. If the ratings no longer satisfy each of these criteria, the funds on deposit therewith in connection with
this transaction shall be transferred to an Eligible Account within 30 days of such downgrade. Eligible Accounts may bear interest.


 


6.            The
definition of “Eligible Investments” in Section 1 is revised to read in its entirety as follows:


 


Eligible
Investments: Any one or more of the following obligations or securities:


 


(i)          direct
obligations of, and obligations fully guaranteed by the United States of America 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 each Rating Agency for long-term unsecured debt with
a maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations
(provided that, short-term obligations with a maturity of at least 60 days are rated “A-1+” by S&P) 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 (a) 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 each Rating Agency for long-term unsecured debt with a maturity
of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations (provided
that, short-term obligations with a maturity of at least 60 days are rated “A-1+” by S&P), 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 Eligible Investments to the extent that investments therein will cause the then outstanding
principal amount of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding
principal balances of all of the Mortgage Loans and Eligible 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) which are rated in the highest rating category by each Rating
Agency for long-term unsecured debt with a maturity of more than one year or in the highest rating category by each Rating Agency
with respect to short-term obligations (provided that, short-term obligations with a maturity of at least 60 days are rated “A-1+”
by S&P), in each case at the time of such investment; and


 


(vi)        any
money market funds rated in one of the two highest rating categories by each Rating Agency for long-term unsecured debt with a
maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations
(provided that, with respect to S&P, shares of a money market fund are rated “AAAm”);


 


provided,
however, that no instrument or security shall be an Eligible 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
investment or security is purchased at a price greater than par.


 


7.            The
definition of “First Remittance Date” in Section 1 is revised to read in its entirety as follows:


 


“First
Remittance Date: May 20, 2013.”


 


8.            A
new definition of “MERS Event” is hereby added to Section 1, to be inserted alphabetically and to read in its entirety
as follows:


 


“MERS Event:
The occurrence of any of the following events:


 


(i)          a
Monthly Payment on a MERS Mortgage Loan has not been received within 60 days of its Due Date;


 


(ii)         a
court of competent jurisdiction in a particular state rules that MERS is not an appropriate, permissible or authorized system
for transferring ownership of Mortgage Loans in that state; or


 


(iii)        (A)
a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against MERS, and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or (B) MERS shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar
proceedings of or relating to MERS or of or relating to all or substantially all of its property; or (C) MERS shall admit in writing
its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.


 




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With respect to the
event described in clause (ii), a MERS Event will be deemed to have occurred with respect to all Mortgage Loans in the related
state, and with respect to any of the events described in clause (iii), a MERS Event will be deemed to have occurred with respect
to all of the Mortgage Loans.”


 


9.          The
definition of “Principal Prepayment Period” in Section 1 is revised to read in its entirety as follows:


 


“Principal
Prepayment Period: As to any Remittance Date and any partial Principal Prepayment, the calendar month preceding the calendar
month in which such Remittance Date occurs. As to any Remittance Date and any Principal Prepayment in full, the period
commencing on the 15th day of the month preceding the month in which such Remittance Date occurs through the 14th
day of the month in which such Remittance Date occurs; provided that, with respect to the May 2013 Remittance Date Principal
Prepayment in full, the Principal Prepayment Period shall be the period beginning on April 1, 2013 through May 14, 2013.”


 


10.         The
definition of “Remittance Date” in Section 1 is revised to read in its entirety as follows:


 


“Remittance
Date: The 20th day (or if such 20th day is not a Business Day the first Business Day immediately preceding
such 20th day) of any month, beginning with the First Remittance Date.”


 


11.         A
new definition of “Servicing Administrator” is hereby added to Section 1, to be inserted alphabetically and to read
in its entirety as follows:


 


“Servicing
Administrator: Redwood Residential Acquisition Corporation or its successor in interest.”


 


12.         Owner
Representation Correction


 


			In the first sentence of Subsection
                                                            7.02(a), the phrase “federal savings bank” is replaced
                                                            by the phrase “Delaware corporation” and the term “United
                                                            States” is replaced by the term “Delaware”.



 


13.         Subsection
11.01(e), first sentence is revised to read in its entirety as follows:


 




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“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 the Servicer shall not enter into any payment
plan or agreement to modify payments with a Mortgagor lasting more than six (6) months or permit any modification with respect
to any Mortgage Loan that would change the Mortgage Interest Rate, the Lifetime Rate Cap (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 May 25, 2043
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, unless (1) the Mortgagor is in default with respect to the Mortgage Loan, or
such default is, in the judgment of the Servicer, imminent, (2) the modification is in accordance with the customary procedures
of the Servicer, which may change from time to time, or industry-accepted programs, and (3) the Owner has approved such action.”


 


14.         Subsection
11.03, third sentence is revised to read in its entirety as follows:


 


“Mortgage Loan
payments received by the Servicer will be deposited into a clearing account that is insured by the FDIC on the same day of receipt,
unless such payments are received after 4:00 p.m. New York time, in which case such payments will be deposited on the following
Business Day.”


 


15.         Subsection
11.04, first sentence of the first paragraph is revised to read in its entirety as follows:


 


“The
Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any
of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial
Account”), titled “Christiana Trust, a division of Wilmington Savings Fund Society, FSB, in trust for the holders
of Sequoia Mortgage Trust 2013-6 Mortgage Pass-Through Certificates.”


 


16.         Subsection
11.04, subclause (f) of the second paragraph is revised to read in its entirety as follows:


 


“(f)          any
amount required to be deposited in the Custodial Account pursuant to Subsections 11.15, 11.17, 11.19 and 11.25.”


 


17.         Notwithstanding
anything to the contrary in the Flow Servicing Agreement, any Custodial Accounts established by the Servicer pursuant to Subsection
11.04 of the Flow Servicing Agreement shall qualify as Eligible Accounts as defined in the Pooling and Servicing Agreement.


 




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18.
        Paragraphs (b), (c), (d) and (f) of Subsection 11.05 are revised to read in their
entirety as follows, and paragraph (j) is added after paragraph (i) of Subsection 11.05 as follows:


 


(b)          to
reimburse the Servicing Administrator for P&I Advances, the Servicing Administrator’s right to reimbursement pursuant
to this subclause (b) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds and such other amounts as may be collected by the Servicer from the related Mortgagor or otherwise relating
to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Servicing Administrator’s right
thereto shall be prior to the rights of the Owner with respect to such Mortgage Loan;


 


(c)          to
reimburse itself or the Servicing Administrator for any unpaid portion of any Servicing Fees and for unreimbursed Servicing Advances
made by the Servicer or the Servicing Administrator, the Servicer’s right to reimburse itself or the Servicing Administrator
pursuant to this subclause (c) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds and such other amounts as may be collected by the Servicer from the related Mortgagor or otherwise relating
to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the rights of the Servicer and Servicing
Administrator thereto shall be prior to the rights of the Owner unless the Servicing Administrator is required to pay the Prepayment
Interest Shortfall pursuant to Subsection 11.15, in which case the Servicing Administrator’s right to such reimbursement
shall be subsequent to the payment to the Owner of such shortfall;


 


(d)          to
reimburse itself or the Servicing Administrator for unreimbursed Servicing Advances, to the extent that such amounts are nonrecoverable
(as certified by the Servicer or the Servicing Administrator, as applicable, to the Owner in an Officer’s Certificate) by
the Servicer or the Servicing Administrator, as applicable, pursuant to subclause (c) above;


 


. . .


 


(f)          to
reimburse the Servicing Administrator for unreimbursed P&I Advances, to the extent that such amounts are nonrecoverable (as
certified by the Servicing Administrator to the Owner in an Officer’s Certificate) by the Servicing Administrator pursuant
to subclause (b) above;


 


. . .


 


(j)          to
reimburse itself or the Servicing Administrator for P&I Advances and Servicing Advances that were added to the outstanding
principal balance of a Mortgage Loan in connection with a modification of such Mortgage Loan to capitalize arrearages; provided,
that the Servicer and the Servicing Administrator shall be entitled to be reimbursed for these amounts only from the principal
collections on the Mortgage Loans;


 




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19.         Amendments
to Subsection 11.13


 


(a)          Subsection
11.13 is revised by deleting the first sentence and replacing it in its entirety with the following:


 


“Subject to Subsection
11.02, in the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be taken in the name of the trust created by the Pooling and Servicing Agreement, where permitted
by applicable law or regulation and consistent with Customary Servicing Procedures, and otherwise, in the name of the trustee
of the Trust or its nominee.”


 


(b)          Subsection
11.13 is further revised to add the following paragraphs at the end of the section:


 


“The
REO Property must be sold within three years following the end of the calendar year of the date of acquisition if a REMIC election
has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, unless (i) the Owner shall
have been supplied with an Opinion of Counsel (at the expense of the Servicing Administrator) to the effect that the holding by
the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year
period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions”
of the related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which
case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel),
or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year
period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the
three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing
sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Owner as to progress being made in
selling such REO Property.


 


Notwithstanding
any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented
(or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the related trust or sold
in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code, (ii) subject the related trust to the imposition of any
federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within
the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the
related trust of any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer
has agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.”


 




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20.         Servicer
Reports. The Servicer shall provide monthly reports to the Purchaser pursuant to Subsection 11.16 in the formats attached
hereto as Exhibits 4 and 5, or in such other format as the Servicer, the Purchaser and the Depositor shall agree in writing. No
later than two (2) Business Days following the end of each Principal Prepayment Period, the Servicer shall furnish to the Master
Servicer a monthly report in a mutually agreed format containing such information regarding prepayments in full on Mortgage Loans
during the applicable Principal Prepayment Period as the Servicer and the Master Servicer shall mutually agree.


 


21.         Subsection
11.17 is revised to read in its entirety as follows:


 


“Subsection 11.17         Advances
by the Servicer or Servicing Administrator.


 


No later
than two Business Days immediately preceding each related Remittance Date, the Servicer shall either (a) deposit in the Custodial
Account from funds provided by the Servicing Administrator pursuant to Subsection 11.25 an amount equal to the aggregate amount
of all Monthly Payments (with interest adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage Loans during
the applicable Due Period and which were delinquent at the close of business on the immediately preceding Determination Date,
(b) cause to be made an appropriate entry in the records of the Custodial Account that amounts held for future distribution
have been, as permitted by this Subsection 11.17, used by the Servicer in discharge of any such P&I Advance or (c) make
P&I Advances in the form of any combination of (a) or (b) aggregating the total amount of advances to be made, subject to
Subsection 11.25. Any amounts held for future distribution and so used shall be replaced by the Servicing Administrator by deposit
in the Custodial Account on or before any future Remittance Date if funds in the Custodial Account on such Remittance Date shall
be less than payments to the Owner required to be made on such Remittance Date. The Servicing Administrator’s obligation
to make P&I Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full
of a Mortgage Loan, or through the last related Remittance Date prior to the Remittance Date for the distribution of all other
payments or recoveries (including proceeds under any title, hazard or other insurance policy, or condemnation awards) with respect
to a Mortgage Loan; provided, however, that such obligation shall cease if the Servicing Administrator, in its good faith
judgment, determines that such P&I Advances would not be recoverable pursuant to Subsection 11.05(b). The determination
by the Servicing Administrator that a P&I Advance, if made, would be nonrecoverable, shall be evidenced by an Officer’s
Certificate of the Servicing Administrator delivered to the Owner, which details the reasons for such determination. Neither the
Servicing Administrator nor the Servicer shall have any obligation to advance amounts in respect of shortfalls relating to the
Servicemembers Civil Relief Act and similar state and local laws.


 




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22.         The
first sentence of Subsection 11.18 is revised to read in its entirety as follows:


 


“The
Servicer will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note;
provided that, subject to the Owner’s prior approval for the release of liability from the original borrower, the Servicer
shall permit such assumption if so required in accordance with the terms of the Mortgage or the Mortgage Note.”


 


23.         The
Flow Servicing Agreement is modified by adding a new Subsection 11.26 which reads in its entirety as follows:


 


“Subsection 11.26 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 “contribution” 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 actions)
to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.”


 


24.         The
Flow Servicing Agreement is modified by adding a new subsection 11.27 which reads in its entirety as follows:


 


“Subsection 11.27 MERS
Event.


 


The Servicer
shall prepare and submit an assignment to remove from the MERS System each MERS Mortgage Loan that is subject to a MERS Event
within 15 Business Days of the occurrence of such MERS Event. The Servicer shall notify the Master Servicer and Trustee upon the
removal of a MERS Mortgage Loan from the MERS System.”


 


25.         The
first sentence of Subsection 12.01(b) is revised to read in its entirety as follows:


 


The Servicer
shall promptly notify the Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, and
the Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees.


 




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26.         Subsection
12.04 is revised to read in its entirety as follows:


 


“Subsection 12.04         Servicer
Not to Resign.


 


The Servicer
shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the
Servicer and the Owner or upon the determination that the Servicer’s duties hereunder are no longer permissible under applicable
law and such incapacity cannot be cured by the Servicer. No such resignation of or assignment by the Servicer shall become effective
until a successor has assumed the Servicer’s responsibilities and obligations hereunder in accordance with Subsection 14.02.”


 


27.         Broker’s
Price Opinion. If, in accordance with the Pooling and Servicing Agreement, the Trustee has received notice that any governmental
entity intends to acquire a Mortgage Loan through the exercise of its power of eminent domain, and if there is no longer a Controlling
Holder, the Servicer, promptly upon the request and at the expense of the Trustee, shall obtain a valuation on the related Mortgaged
Property in the form of a broker’s price opinion, and provide the results of such valuation to the Trustee.


 


28.         Report
on Assessment of Compliance and Attestation. The Servicer shall disclose, and shall cause each Subservicer and Subcontractor
determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB to disclose,
as part of each assessment of compliance with the Servicing Criteria delivered pursuant to Subsection 2.05 of Addendum I of the
Flow Servicing Agreement: (i) the extent and scope of any material instance of noncompliance, including any material impacts or
effects as a result of a material instance of noncompliance, that have affected payments or expected payments on the certificates
issued pursuant to the Pooling and Servicing Agreement; (ii) whether a material instance of noncompliance involved any certificate
issued pursuant to the Pooling and Servicing Agreement; and (iii) its plans, if any, or actions already undertaken, for remediating
a material instance of noncompliance or the impacts caused by such material instance of noncompliance.


 




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EXHIBIT 4


 


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. 


 


(a)


 


(b)          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.


 


(c)          Credits:



 


14-21.         Complete
as applicable. Required documentation:


 




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		*	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
                                                                                                                           (   ).



 




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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	 	 	 	 
	 	 	 	 	 
	HUD Part B	 	________________	 	(18b)
	(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)


 




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Escrow Disbursement Detail


 


	Type

    (Tax /Ins.)	 	Date Paid	 	Period of

    Coverage	 	Total Paid	 	Base

    Amount	 	Penalties	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


  




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EXHIBIT 5


 


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;	 	 	 	 




 




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	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







  




    	A-6



    	 



    

 





	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 ($)







  




    	A-7



    	 



    

 





	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







  




    	A-8



    	 



    

 


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



 




    	A-9



    	 



    

 


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


 




    	A-10



    	 



    

 


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


 




    	A-11