EXHIBIT 10.44


 


EXECUTION
COPY


 


CUSTODIAL
AGREEMENT


 


Dated as of


 


June 1, 2012


 


CHRISTIANA
TRUST, a division of 


wilmington
savings fund society, fsb, 


as Trustee,


 


WELLS FARGO
BANK, N.A.,


as Custodian,


 


WELLS FARGO
BANK, N.A.,


as Master Servicer,


 


Sequoia
Residential Funding, Inc.,


as Depositor,


 


and


 


Redwood
Residential Acquisition Corporation,


as Seller


 



    	 



    	 



    

 


TABLE OF
CONTENTS


 


	 	 	Page
	 	 	 
	Article 1	Definitions	1
	 	 	 
	Article 2	Custodial Terms	8
	 	 	 
	Section 2.1	Appointment of the Custodian	8
	 	 	 
	Section 2.2	Custodian Fees	8
	 	 	 
	Article 3	Custody of Mortgage Documents	8
	 	 	 
	Section 3.1	Delivery of Mortgage Files	8
	 	 	 
	Section 3.2	Review of Mortgage Files	11
	 	 	 
	Section 3.3	Certifications and Reports	11
	 	 	 
	Section 3.4	Release of Mortgage Files	12
	 	 	 
	Section 3.5	Inspection of Mortgage Files	13
	 	 	 
	Section 3.6	Copies of Mortgage Files	13
	 	 	 
	Section 3.7	Documents Missing From Mortgage Files	14
	 	 	 
	Article 4	Concerning the Custodian	14
	 	 	 
	Section 4.1	Custodian May Resign: Trustee May Remove Custodian.	14
	 	 	 
	Section 4.2	Merger or Consolidation of Custodian	15
	 	 	 
	Section 4.3	Limitation of Custodians Duties	15
	 	 	 
	Section 4.4	Standard of Care; Indemnification	17
	 	 	 
	Section 4.5	Force Majeure	18
	 	 	 
	Section 4.6	Accounting	18
	 	 	 
	Section 4.7	Compliance Certification	18
	 	 	 
	Section 4.8	Subcontracting	19
	 	 	 
	Article 5	Representations and Warranties	19
	 	 	 
	Section 5.1	Capital Requirements	19
	 	 	 
	Section 5.2	No Claims to Mortgage Loans	20


  



    	i



    	 



    

  


	Article 6 	Covenants 	20
	 	 	 
	Section 6.1	Insurance	20
	 	 	 
	Section 6.2	Storage of Mortgage Files	20
	 	 	 
	Article 7	Miscellaneous	21
	 	 	 
	Section 7.1	Notices	21
	 	 	 
	Section 7.2	Entire Agreement	25
	 	 	 
	Section 7.3	Binding Nature of Agreement: Assignment	25
	 	 	 
	Section 7.4	Governing Law	25
	 	 	 
	Section 7.5	Recordation of Agreement	25
	 	 	 
	Section 7.6	Agreement for the Exclusive Benefit of Parties	25
	 	 	 
	Section 7.7	Counterparts	25
	 	 	 
	Section 7.8	Indulgences: Not Waivers	26
	 	 	 
	Section 7.9	Titles Not to Affect Interpretation	26
	 	 	 
	Section 7.10	Provisions Separable	26
	 	 	 
	Section 7.11	Conflict or Inconsistency	26
	 	 	 
	Section 7.12	Waiver of Trial by Jury	26
	 	 	 
	Section 7.13	Submission to Jurisdiction; Waivers	26
	 	 	 
	Section 7.14	Non-petition	27
	 	 	 
	Section 7.15	Termination	27
	 	 	 
	Signature Page	 	28 


  



    	ii



    	 



    

 


EXHIBITS


 





	EXHIBIT A	DELIVERY INSTRUCTIONS
	 	 
	EXHIBIT B	DATA FORMAT
	 	 
	EXHIBIT C	AUTHORIZED REPRESENTATIVES CERTIFICATION
	 	 
	EXHIBIT D-1	INITIAL AUTHORIZED REPRESENTATIVES OF THE TRUSTEE
	 	 
	EXHIBIT D-2	INITIAL AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR
	 	 
	EXHIBIT D-3A	INITIAL AUTHORIZED REPRESENTATIVES OF AMERICAN PACIFIC MORTGAGE CORPORATION, AS ORIGINATOR
	 	 
	EXHIBIT D-3B	INITIAL AUTHORIZED REPRESENTATIVES OF OF SIMONICH CORPORATION, dba BANK OF COMMERCE MORTGAGE,
    AS ORIGINATOR
	 	 
	EXHIBIT D-3C	INITIAL AUTHORIZED REPRESENTATIVES OF BENCHMARK BANK, AS ORIGINATOR
	 	 
	EXHIBIT D-3D	INITIAL AUTHORIZED REPRESENTATIVES OF CENLAR FSB, AS SERVICER
	 	 
	EXHIBIT D-3E	INITIAL AUTHORIZED REPRESENTATIVES OF CHERRY CREEK MORTGAGE CO., INC., AS ORIGINATOR
	 	 
	EXHIBIT D-3F	INITIAL AUTHORIZED REPRESENTATIVES OF COLE TAYLOR BANK, AS ORIGINATOR
	 	 
	EXHIBIT D-3G	INITIAL AUTHORIZED REPRESENTATIVES OF CORNERSTONE MORTGAGE COMPANY, AS ORIGINATOR
	 	 
	EXHIBIT D-3H	INITIAL AUTHORIZED REPRESENTATIVES OF EMBRACE HOME LOANS, INC., AS ORIGINATOR
	 	 
	EXHIBIT D-3I	INITIAL AUTHORIZED REPRESENTATIVES OF FIRST REPUBLIC BANK, AS SERVICER AND AS ORIGINATOR
	 	 
	EXHIBIT D-3J	INITIAL AUTHORIZED REPRESENTATIVES OF FLAGSTAR CAPITAL MARKETS CORPORATION, AS ORIGINATOR
	 	 
	EXHIBIT D-3K	INITIAL AUTHORIZED REPRESENTATIVES OF FRANKLIN AMERICA MORTGAGE COMPANY, AS ORIGINATOR
	 	 
	EXHIBIT D-3L	INITIAL AUTHORIZED REPRESENTATIVES OF FREMONT BANK, AS ORIGINATOR
	 	 
	EXHIBIT D-3M	INITIAL AUTHORIZED REPRESENTATIVES OF GUARDHILL FINANCIAL CORPORATION, AS ORIGINATOR
	 	 
	EXHIBIT D-3N	INITIAL AUTHORIZED REPRESENTATIVES OF PHH MORTGAGE CORPORATION, AS SERVICER AND AS ORIGINATOR







  



    	iii



    	 



    

 





	EXHIBIT D-3O	INITIAL AUTHORIZED REPRESENTATIVES OF PRIMELENDING, A PLAINSCAPITAL COMPANY,
    AS ORIGINATOR
	 	 
	EXHIBIT D-3P	INITIAL AUTHORIZED REPRESENTATIVES OF PROVIDENT SAVINGS BANK, AS ORIGINATOR
	 	 
	EXHIBIT D-3Q	INITIAL AUTHORIZED REPRESENTATIVES OF STERLING SAVINGS BANK, AS ORIGINATOR
	 	 
	EXHIBIT D-3R	INITIAL AUTHORIZED REPRESENTATIVES OF UNITED SHORE FINANCIAL SERVICES LLC, AS ORIGINATOR
	 	 
	EXHIBIT D-3S	INITIAL AUTHORIZED REPRESENTATIVES OF WINTRUST MORTGAGE, A DIVISION OF BARRINGTON BANK AND
    TRUST, AS ORIGINATOR
	 	 
	EXHIBIT D-4	INITIAL AUTHORIZED REPRESENTATIVES OF WELLS FARGO BANK, N.A., AS MASTER SERVICER
	 	 
	EXHIBIT E	SCHEDULE OF FEES
	 	 
	EXHIBIT F	REQUEST FOR RELEASE OF DOCUMENTS
	 	 
	EXHIBIT G	FORM OF CERTIFICATION
	 	 
	EXHIBIT H	FORM OF TRANSMITTAL LETTER
	 	 
	EXHIBIT I	FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT
    OF COMPLIANCE
	 	 
	ANNEX 1	DOCUMENT EXCEPTION CODES







  



    	iv



    	 



    

 


CUSTODIAL
AGREEMENT


 


THIS
CUSTODIAL AGREEMENT dated as of June 1, 2012 (this “Custodial Agreement”), is made by and among Wells Fargo
Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding,
Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but
solely as trustee (as “Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through
Certificates, Series 2012-3 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement,
dated as of June 1, 2012 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Christiana
Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.


 


RECITALS


 


The
Trustee desires to appoint the Custodian to act as its custodian for the purposes of, from time to time, receiving and holding
certain documents, instruments and papers delivered hereunder, all upon the terms and conditions and subject to the limitations
hereinafter set forth.


 


Now
therefore, in consideration of the mutual promises and agreements herein and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE 1.


DEFINITIONS


 


Except
as otherwise specified herein or as the context may otherwise require, whenever used in this Custodial Agreement, the following
words and phrases shall have the meaning specified in this Article.


 


“APM”
American Pacific Mortgage Corporation, a California corporation.


 


“APM
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between Redwood Residential Acquisition
Corporation, and APM, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and APM, and acknowledged by the Master Servicer.


 


“Authorized
Representative” As defined in Section 3.4 hereof.


 


“BCM”
Simonich Corporation, dba Bank of Commerce Mortgage, a California corporation.


 


“BCM
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between Redwood Residential Acquisition
Corporation, and BCM, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and BCM, and acknowledged by the Master Servicer.


 


“BEN”
Benchmark Bank, a Texas state banking association.


 



    	1



    	 



    

 


“BEN
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of September 1, 2011, between Redwood Residential
Acquisition Corporation, and BEN, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012,
by and among the Seller, the Depositor, the Trustee, and BEN, and acknowledged by the Master Servicer.


 


“Business
Day” Any day other than a Saturday, Sunday, or a day on which banking institutions in the state in which the Custodian’s
operations are located, are authorized or obligated by law or executive order to be closed.


 


“CCM”
Cherry Creek Mortgage Co., Inc., a Colorado corporation.


 


“CCM
MLSA” The Flow Mortgage Loan Servicing Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition
Corporation, and CCM, as amended by the Assignment and Assumption Agreement, dated June 27, 2012, by and among the Seller, the
Depositor, the Trustee, and CCM, and acknowledged by the Master Servicer.


 


“CEN”
Cenlar FSB, a federal savings bank.


 


“CEN
MLSA” The 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, between Redwood Residential Acquisition Corporation, and CEN, as amended
by the Assignment and Assumption Agreement, dated June 27, 2012, by and among the Seller, the Depositor, the Trustee, and CEN,
and acknowledged by the Master Servicer.


 


“Certification”
The certificate to be delivered pursuant to Section 3.2(a) in the form of Exhibit G.


 


“Closing
Date” June 27, 2012.


 


“CMC”
Cornerstone Mortgage Company, a Texas corporation.


 


“CMC
MLSA” The Flow Mortgage Loan Servicing Agreement, dated as of September 1, 2011, between Redwood Residential Acquisition
Corporation, and CMC, as amended by the Assignment and Assumption Agreement, dated June 27, 2012, by and among the Seller, the
Depositor, the Trustee, and CMC, and acknowledged by the Master Servicer.


 


“Co-op
Loan” A Mortgage Loan that is secured by a first lien on and a perfected security interest in Co-op Shares and the related
Proprietary Lease granting exclusive rights to occupy the related co-op unit in the building owned by the related co-op corporation.


 


“Co-op
Shares” With respect to any Co-op Loan, the shares of stock issued by a co-op corporation and allocated to a co-op unit
and represented by a stock certificate.


 


“CTB”
Cole Taylor Bank, an Illinois corporation.


 



    	2



    	 



    

 


“CTB
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between Redwood Residential Acquisition
Corporation, and CTB, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and CTB, and acknowledged by the Master Servicer.


 


“Custodian”
Wells Fargo Bank, N.A., and its successors and assigns, in its capacity as custodian hereunder.


 


“Delivery
Date” The later of the date of receipt by the Custodian of any (i) Mortgage File or (ii) Mortgage Loan Schedule.


 


“Designated
Custody Signer” Any officer or employee of the Custodian involved in, or responsible for, the custody of the Mortgage
Loans. The name and specimen signature of each Designated Custody Signer is maintained by the Custodian and is available for review
upon request.


 


“Depositor”
Sequoia Residential Funding, Inc., as depositor under the Pooling and Servicing Agreement.


 


“EHL”
Embrace Home Loans, Inc., a Rhode Island corporation.


 


“EHL
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2011, between Redwood Residential Acquisition
Corporation, and EHL, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and EHL, and acknowledged by the Master Servicer.


 


“Electronic
Recording” A mortgage or a mortgage-related document created, generated, sent, communicated, received, or stored by
electronic means (that complies with the requirements of the Electronic Signatures in Global and National Commerce Act or the
Uniform Electronic Transactions Act, as applicable) that has been accepted for recording by a participating county land records
office which accepts such electronic record of a mortgage or a mortgage-related document as an alternative to recordation of the
original paper form of such document.


 


“Exception”
With respect to any Mortgage Loan any variance from the requirements of Section 3.1 hereof with respect to the Mortgage Files
(taking into consideration the right to deliver certified copies in lieu of original documents in certain circumstances).


 


“Exception
Report” The list, in the format of Annex 1, of Mortgage Loans delivered by the Custodian to the Trustee as provided
in Section 3.2 hereof, reflecting the Mortgage Loans held by the Custodian, which includes codes indicating any Exceptions with
respect to each Mortgage Loan listed thereon.


 


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


 


“FAM”
Franklin American Mortgage Company, a Tennessee corporation.


 


“FAM
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between Redwood Residential Acquisition
Corporation, and FAM, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and FAM, and acknowledged by the Master Servicer.


 



    	3



    	 



    

 


“FCM”
Flagstar Capital Markets Corporation, a Delaware corporation.


 


“FCM
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of May 23, 2011, between Redwood Residential Acquisition
Corporation, and FCM, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and FCM, and acknowledged by the Master Servicer.


 


“FRB”
First Republic Bank, a California corporation.


 


“FRB
MLSA” The Flow Mortgage Loan Sale and Servicing
Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation and FRB,
as amended by the Assignment, Assumption and Recognition Agreement, dated June 27, 2012, by and among the Seller, the Depositor,
the Trustee, and FRB, and acknowledged by the Master Servicer.


 


“FRE”
Fremont Bank, a California state chartered financial institution.


 


“FRE
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of August 1, 2011, between Redwood Residential Acquisition
Corporation, and FRE, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and FRE, and acknowledged by the Master Servicer.


 


“GFC”
GuardHill Financial Corporation, a national banking association.


 


“GFC
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of October 1, 2011, between Redwood Residential Acquisition
Corporation, and GFC, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and GFC, and acknowledged by the Master Servicer.


 


“Master
Servicer” Wells Fargo Bank, N.A., and its successors and assigns, as master servicer of the Mortgage Loans under the
Pooling and Servicing Agreement.


 


“MERS”
Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware,
or any successor thereto.


 


“MERS
Mortgage Loan” Any Mortgage Loan registered with MERS on the MERS® System.


 


“MERS®
System” The system of recording transfers of mortgages electronically maintained by MERS.


 


“MIN”
The Mortgage Identification Number for any MERS Mortgage Loan.


 


“Mortgage”
The original mortgage, deed of trust or other instrument creating a first lien on the Mortgaged Property.


 


“Mortgage
Certificates” As defined in the first paragraph of this Custodial Agreement.


 



    	4



    	 



    

 


“Mortgage
File” A legal-sized pocket folder containing the Mortgage Loan documents described in Section 3.1 that is labeled in
the upper right-hand corner to identify clearly the Servicer, the Trustee, the mortgagor, the Mortgage Loan number and any previous
Mortgage Loan number.


 


“Mortgage
Loan” A loan identified on a Mortgage Loan Schedule.


 


“Mortgage
Loan Schedule” The electronic transmission of Mortgage Loans substantially in the form of Exhibit B. Such list shall
set forth the following information with respect to each Mortgage Loan:


		(1)	the
                                                               loan number;



		(2)	the street
                                                               address (including unit number, city, state) of the related mortgaged
                                                               property;



		(3)	mortgagor
                                                               name;



		(4)	original
                                                               principal balance of the Mortgage Loan;



		(5)	stated
                                                               maturity date;



		(6)	mortgage
                                                               interest rate;



		(7)	origination
                                                               date;



		(8)	first
                                                               payment date;



		(9)	principal
                                                               and interest



		(10)	with
                                                                respect to each ARM loan, the first adjustment date;



		(11)	with
                                                                respect to each ARM loan, the maximum mortgage interest rate;



		(12)	with
                                                                respect to each ARM loan, the periodic rate cap;



		(13)	with
                                                                respect to each ARM loan, the gross margin;



		(14)	rounding
                                                                method;



		(15)	ARM
                                                                rounding percent;



		(16)	ARM
                                                                look back;



		(17)	ARM
                                                                index;



		(18)	Interest
                                                                only flag;



		(19)	Interest
                                                                only term;



		(20)	a code
                                                                indicating if the Mortgage Loan is a MERS Mortgage Loan and, if
                                                                so, the MIN;



		(21)	a code
                                                                indicating if the Mortgage Loan is a Co-op Loan; and



		(22)	Servicer
                                                                loan ID.



 


“Mortgage
Note” The original executed note or other evidence of indebtedness of a Mortgagor under a Mortgage Loan.


 


“Mortgaged
Property” The underlying property securing the Mortgage Loan.


 


“Mortgagor”
The obligor on a promissory note.


 


“Opinion
of Counsel” A written opinion of counsel acceptable to the Custodian.


 


“Originator”
Each of APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, and their respective
successors and assigns, in its role as seller of the Mortgage Loans under the APM MLSA, the BCM MLSA, the BEN MLSA, the CCM MLSA,
the CMC MLSA, the CTB MLSA, the EHL MLSA, the FAM MLSA, the FCM MLSA, the FRB MLSA, the FRE MLSA,the GFC MLSA, the PHH MLSA, the
PL MLSA, the SFS MLSA, the SSB MLSA or the WMC MLSA, as applicable.


 



    	5



    	 



    

 


“Person”
Any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated
association or government (or any agency, instrumentality or political subdivision thereof).


 


“PHH”
PHH Mortgage Corporation, a New Jersey corporation.


 


“PHH
MLSA” The Mortgage Loan Flow Purchase,
Sale & Servicing Agreement, dated as of July 21, 2010, between Redwood Residential Acquisition Corporation and PHH,
as amended by the Assignment, Assumption and Recognition Agreement, dated June 27, 2012, by and among the Seller, the Depositor,
the Trustee, and PHH, and acknowledged by the Master Servicer.


 


“PHH
Mortgage Loan” Any Mortgage Loan originated
or acquired by PHH.


 


“PL”
PrimeLending, a PlainsCapital Company, a Texas corporation.


 


“PL
MLSA” The Flow Mortgage Loan Purchase
and Sale Agreement, dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, and PL,
as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among the Seller, the Depositor,
the Trustee, and PL, and acknowledged by the Master Servicer.


 


“Pooling
and Servicing Agreement” As defined in the first paragraph of this Custodial Agreement.


 


“Proprietary
Lease” The lease on a co-op unit evidencing the possessory interest of the owner of the Co-op Shares in such co-op unit.


 


“PSB”
Provident Savings Bank, a national banking association.


 


“PSB
MLSA” The Flow Mortgage Loan Purchase
and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation, and PSB,
as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among the Seller, the Depositor,
the Trustee, and PSB, and acknowledged by the Master Servicer.


 


“Rejected
Release Request” A Request for Release that is rejected because (i) the Custodian no longer has custody of the Mortgage
File or (ii) the Request for Release is improperly prepared.


 


“Request
for Release” A request for a release from a Servicer or the Master Servicer of a Mortgage File either in an electronic
format or signed by an Authorized Representative of a Servicer or the Master Servicer, in the form attached hereto as Exhibit
F.


 


“Securities
Administrator” Wells Fargo Bank, N.A., as securities administrator under the Pooling and Servicing Agreement.


 



    	6



    	 



    

 


“Seller”
Redwood Residential Acquisition Corporation, as seller of the Mortgage Loans under the Mortgage Loan Purchase and Sale
Agreement, dated June 27, 2012, by and between Redwood Residential Acquisition
Corporation and Sequoia Residential Funding, Inc.


 


“Servicer”
Each of CEN, FRB, or PHH, and their respective successors and assigns, in its role as servicer of the Mortgage Loans under
the CEN MLSA, the FRB MLSA, or the PHH MLSA, as applicable.


 


“SFS”
United Shore Financial Services, LLC, a Michigan limited liability company.


 


“SFS
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2011, between Redwood Residential Acquisition
Corporation, and SFS, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and SFS, and acknowledged by the Master Servicer.


 


“SSB”
Sterling Savings Bank, a Washington state-chartered banking institution.


 


“SSB
MLSA” The Flow Mortgage Loan Purchase
and Sale Agreement, dated as of June 1, 2011, between Redwood Residential Acquisition Corporation, and SSB,
as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among the Seller, the Depositor,
the Trustee, and SSB, and acknowledged by the Master Servicer.


 


“Trust
Fund” The trust fund created pursuant to the Pooling and Servicing Agreement.


 


“WMC”
Wintrust Mortgage, a division of Barrington Bank and Trust, an Illinois corporation.


 


“WMC
MLSA” The Flow Mortgage Loan Purchase and Sale Agreement dated as of June 1, 2011, between Redwood Residential Acquisition
Corporation, and WMC, as amended by the Assignment of Representations and Warranties Agreement, dated June 27, 2012, by and among
the Seller, the Depositor, the Trustee, and WMC, and acknowledged by the Master Servicer.


 



    	7



    	 



    

 


ARTICLE 2.


CUSTODIAL
TERMS


 


Section
2.1. Appointment of Custodian. The Trustee hereby appoints the Custodian to act as custodian of the Mortgage Files for
the Mortgage Loans delivered to the Custodian pursuant to this Custodial Agreement and the Custodian hereby accepts such appointment.


 


Section
2.2. Custodian Fees. The Master Servicer hereby agrees to pay the Custodian, out of its own funds and not funds of the
Trust Fund, the fees and expenses of the Custodian as described on Exhibit E attached hereto. The obligation of the Master Servicer
to pay the fees for services described on Exhibit E hereto shall apply to the Custodian’s services until the termination
of this Custodial Agreement, unless the parties hereto mutually agree upon a different schedule. All fees and expenses of the
Custodian for services not described in this Custodial Agreement or Exhibit E shall be reimbursed by the Trust Fund, subject to
the limitations on reimbursements in clause (B) of the definition of Available Distribution Amount in the Pooling and Servicing
Agreement.


 


All
of the Custodian’s fees and expenses shall be due upon receipt of an invoice from the Custodian. The Master Servicer
shall notify the Custodian in writing of any disputed fees or expenses
within 60 days of the invoice date, specifying the subject matter of the dispute. The obligations of the Master Servicer
to pay Custodian for such fees and expenses in connection with services
provided by Custodian hereunder can be transferred along with the assignment of this Custodial Agreement. All accrued and unpaid
fees and expenses and any other amounts due and owing to the Custodian under this Custodial Agreement shall survive the termination,
resignation or removal of the Custodian.


 


Upon
the issuance of the Mortgage Certificates, the Depositor shall pay to the Custodian a loan file review fee of $4.00 per Mortgage
File. The Depositor shall not be responsible for any other fees or expenses of the Custodian under this Custodial Agreement, other
than as set forth on Exhibit E hereto.


 


ARTICLE 3.


CUSTODY OF
MORTGAGE DOCUMENTS


 


Section
3.1. Delivery of Mortgage Files. The Depositor shall deliver or cause to be delivered to the Custodian, on a date mutually
agreed upon among the parties hereto, a Mortgage Loan Schedule and, to the extent made available to the Depositor, the following
documents for each Mortgage Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the benefit of the Trustee:


 



    	8



    	 



    

 


		(a)	With
                                                                               respect to any Mortgage Loan that is not a Co-op
                                                                               Loan:



  


		(i)	The
                                                               original Mortgage Note, bearing all intervening endorsements, endorsed,
                                                               “Pay to the order of                     ,
                                                               without recourse” and signed in the name of the applicable
                                                               Originator, by an authorized officer or, in the case of a Mortgage
                                                               Loan serviced by FRB, if the original Mortgage Note has been lost
                                                               or destroyed, a copy of the note together with a lost note affidavit.
                                                               In the event that the Mortgage Loan was acquired by the Originator
                                                               in a merger, the endorsement must be by the applicable Originator,
                                                               as “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FCM/FRB/FRE/GFC/PHH/PL/PSB/SFS/SSB/WMC],
                                                               successor by merger to [name of predecessor]”; and in the
                                                               event that the Mortgage Loan was acquired or originated by APM,
                                                               BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FRE, GFC, PHH, PL,
                                                               PSB, SFS, SSB or WMC while doing business under another name, the
                                                               endorsement must be by APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM,
                                                               FCM, FRB, FRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, as the case
                                                               may be, “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FCM/FRB/FRE/GFC/PHH/PL/PSB/SFS/SSB/WMC],
                                                               formerly known as [previous name]”. In the event the mortgagee
                                                               shown on the Mortgage Note is not APM, BCM, BEN, CCM, CMC, CTB,
                                                               EHL, FAM, FCM, FRB, FRE, GFC, PHH, PL, PSB, SFS, SSB or WMC, the
                                                               endorsement on the Mortgage Note must also reflect a complete chain
                                                               of title to APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FRE,
                                                               GFC, PHH, PL, PSB, SFS, SSB or WMC, as applicable.



 


		(ii)	The
                                                                original Mortgage, or a copy of the Mortgage, with evidence of
                                                                recording thereon certified by the appropriate recording office
                                                                to be a true copy of the recorded Mortgage, or, if the original
                                                                Mortgage has not yet been returned from the recording office,
                                                                a copy of the original Mortgage together with a certificate of
                                                                either the closing attorney, an officer of the title insurer which
                                                                issued the related title insurance policy or an officer of APM,
                                                                BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FRE, GFC, PHH, PL,
                                                                PSB, SFS, SSB or WMC, as applicable, certifying that the copy
                                                                is a true copy of the original of the Mortgage which has been
                                                                delivered by such officer or attorney for recording in the appropriate
                                                                recording office of the jurisdiction in which the Mortgaged Property.



 


		(iii)	In
                                                                 the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                                                                 the original assignment of the Mortgage from the applicable Originator,
                                                                 prepared in blank, which assignment shall be in form and substance
                                                                 acceptable for recording. In the event that the Mortgage Loan
                                                                 was acquired by such Originator in a merger, the assignment must
                                                                 be by APM, BCM, BEN, CCM, CMC, CTB, EHL, FAM, FCM, FRB, FRE,
                                                                 GFC, PHH, PL, PSB, SFS, SSB or WMC, as the case may be, “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FCM/FRB/FRE/GFC/PHH/PL/PSB/SFS/SSB/WMC],
                                                                 successor by merger to [name of predecessor]”; and in the
                                                                 event that the Mortgage Loan was acquired or originated by an
                                                                 Originator while doing business under another name, the assignment
                                                                 must be by such Originator, “[APM/BCM/BEN/CCM/CMC/CTB/EHL/FAM/FCM/FRB/FRE/GFC/PHH/PL/PSB/SFS/SSB/WMC],
                                                                 formerly known as [previous name]”. In the event the mortgagee
                                                                 shown in the Mortgage Note is not APM, BCM, BEN, CCM, CMC, CTB,
                                                                 EHL, FAM, FCM, FRB, FRE, GFC, PHH, PL, PSB, SFS, SSB or WMC,
                                                                 executed assignments of mortgage with respect to each originator
                                                                 and prior owner must be delivered. In the case of each PHH Mortgage
                                                                 Loan that is a MERS Mortgage Loan, the original assignment of
                                                                 the Mortgage from MERS, prepared in blank, which assignment shall
                                                                 be in form and substance acceptable for recording.



 


		(iv)	The
                                                                original policy of title insurance, or a certified true and complete
                                                                copy of such policy, or an uncertified copy of such policy or,
                                                                if the policy has not yet been issued, a copy of the written commitment
                                                                or interim binder issued by the title insurance company.



 



    	9



    	 



    

 


		(v)	Originals,
                                                               or certified true copies from the appropriate recording office,
                                                               of any intervening assignments of the Mortgage with evidence of
                                                               recording thereon.



 


		(vi)	Originals
                                                                or copies of all assumption and modification agreements, if any,
                                                                or, in the case of a Mortgage Loan originated by PHH or SSB, if
                                                                the original assumption and modification agreement has not yet
                                                                been returned from the recording office, a certified copy of such
                                                                assumption and modification agreement.



 


		(vii)	Originals
                                                                 or copies of each power of attorney, surety agreement and guaranty
                                                                 agreement.



 


		(viii)	With
                                                                  respect to a Mortgage Loan originated by any Originator other
                                                                  than PHH, the original or a copy of any security agreement,
                                                                  chattel mortgage or equivalent document executed in connection
                                                                  with the Mortgage, if any.



 


		(b)	With
                                                                             respect to each Co-op Loan:



 


		(i)	the
                                                                                                 original Mortgage Note together
                                                                                                 with any applicable riders, endorsed
                                                                                                 in blank, with all prior and
                                                                                                 intervening endorsements as may
                                                                                                 be necessary to show a complete
                                                                                                 chain of endorsements and, in
                                                                                                 the case of a Co-op Loan originated
                                                                                                 by PHH, the original or a copy
                                                                                                 of the guaranty of the Co-op
                                                                                                 Loan, if any;



 


		(ii)	the
                                                                                                  original security agreement;



 


		(iii)	the
                                                                                                   original proprietary lease
                                                                                                   and an original assignment
                                                                                                   of the proprietary lease in
                                                                                                   blank;



 


		(iv)	the
                                                                                                  original recognition agreement;



 


		(v)	the
                                                                                                 original stock certificate representing
                                                                                                 the Co-op Shares and original
                                                                                                 stock power in blank;



 


		(vi)	the
                                                                                                  original UCC-1 financing statement
                                                                                                  with evidence of filing; and



 


		(vii)	the
                                                                 original UCC-3 assignment in blank.



 


If
with respect to any Mortgage Loan there is a not a complete chain of endorsements, the Custodian shall so state in the Exception
Report.


 


With
respect to any documents which have been delivered or are being delivered to recording offices for recording and have not been
returned in time to permit their delivery hereunder at the time required, in lieu of delivering such original documents, the Depositor
shall deliver or shall cause to be delivered to the Custodian a copy thereof certified as a true, correct and complete copy of
the original which has been transmitted for recordation, if available to the Depositor. The Depositor shall deliver or shall cause
to be delivered such original documents to the Custodian promptly when they are received.


 



    	10



    	 



    

 


The
Custodian hereby acknowledges that the Mortgage File and any other documents, instruments or papers relating to a Mortgage Loan
now or hereafter deposited with the Custodian (and not released in accordance with this Custodial Agreement) will be held by the
Custodian as the duly appointed agent of the Trustee.


 


Section
3.2. Review of Mortgage Files. The Custodian shall review items
in Section 3.1(a)(i) through (viii) and Section 3.1(b)(i) through (vii) (if applicable) of the Mortgage File and report to the
Trustee any exceptions within one Business Day following the Delivery Date, or, if more than 200 Mortgage Files are delivered
on the same day, within one additional Business Day following the Delivery Date for each additional 100 Mortgage Files delivered
to the Custodian on a Delivery Date. Furthermore, the Custodian shall compare the Mortgage Note to items (1) through (9), and
(if applicable) items (10) through (21), set forth in the Mortgage Loan Schedule of this Custodial Agreement. With respect to
Section 3(b)(iv), the Custodian shall have no obligation to compare the date of the funding of any Mortgage Loan or the lien priority
of any Mortgage Loan with the information in the title policy.


 


Section
3.3. Certifications and Reports. Upon the completion of its review of each Mortgage File pursuant to Section 3.2 hereof,
the Custodian shall deliver to the Trustee, the Depositor, the Seller, and the applicable Originator (in an electronic format),
a Certification in the form of Exhibit G with respect to the related Mortgage Loans, in which the Custodian shall certify that
such Mortgage Loans are held for the Trustee, and that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification),
(i) all documents described in Section 3.1(a), and if applicable, all documents described in Section 3.1(b), of this Custodial
Agreement are in its possession, and (ii) such documents have been reviewed by the Custodian and appear on their face to be regular
and to relate to such Mortgage Loan and satisfy the requirements set forth in Section 3.1 and the Mortgage Note conforms to the
Mortgage Loan Schedule items specified in Section 3.1.


 


If
the Custodian determines from such verification that any discrepancy or deficiency exists with respect to a Mortgage File, the
Custodian shall note such discrepancy on the schedule of exceptions attached to the Certification (the “Exception Report”).
Each Exception Report shall list all Exceptions using such codes substantially as listed on Annex 1. Each Exception Report shall
be superseded by a subsequently issued Exception Report and shall replace the then existing Exception Report.


 


Within
60 days after the Closing Date (as defined in the Pooling and Servicing Agreement), the Depositor shall complete or cause to be
completed the assignments of mortgage (“Assignments of Mortgage”) in the name of “Christiana Trust,
a division of Wilmington Savings Fund Society, FSB, as Trustee, for Sequoia
Mortgage Trust Mortgage Pass-Through Certificates, Series 2012-3” (or shall prepare or cause to be prepared new forms of
Assignment of Mortgage so completed in the name of the Trustee) for each PHH Mortgage Loan (including each PHH Mortgage Loan that
is a MERS Mortgage Loan), and for each other Mortgage Loan that is not a MERS Mortgage Loan. The Custodian shall release such
completed Assignments of Mortgage to the Depositor or its designee for recording and the Depositor shall cause such recorded Assignments
of Mortgage (or, in lieu of the original recorded Assignment of Mortgage, a duplicate or conformed copy of the Assignment of Mortgage,
together with a certificate of receipt from the recording office, certifying that such copy represents a true and correct copy
of the original and that such original has been or is currently submitted to be recorded in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located) to be returned to the Custodian within 270 days after the
Closing Date, and added to the Mortgage Files. On the 270th day after the Closing Date (or the first Business Day thereafter)
the Custodian shall deliver a final Certification in the form annexed hereby as Exhibit G to the Trustee, against receipt of the
prior Certification from the Trustee for cancellation.


 



    	11



    	 



    

 


In
the event a Certification is lost, destroyed or otherwise unavailable or a revised Certification is required, upon written request
to the Custodian, the Custodian will issue a new Certification. Upon the issuance of a new Certification, the prior Certification
for such Mortgage Loans shall be deemed canceled. The Custodian shall be under no duty or obligation to inspect, review or examine
any documents, instruments, certificates or other papers constituting part of the Mortgage File to determine that the same are
genuine, enforceable, recordable or appropriate for the represented purpose, that they have actually been recorded or that they
are other than what they purport to be on their face.


 


Section
3.4.  Release of Mortgage Files.


 


		(a)	Upon
                                                                 the payment in full of a Mortgage Loan and within two Business
                                                                 Days of its receipt of a Request for Release, the Custodian will
                                                                 either (i) release the related Mortgage File to or upon the order
                                                                 of the requesting party, as directed in the Request for Release,
                                                                 or (ii) notify the requesting party in writing or in a mutually
                                                                 agreed upon electronic format of the Rejected Release Request
                                                                 and take no further action on the Request for Release.



 


		(b)	Upon
                                                                                                                                 the
                                                                                                                                 purchase
                                                                                                                                 or
                                                                                                                                 repurchase
                                                                                                                                 of
                                                                                                                                 any
                                                                                                                                 Mortgage
                                                                                                                                 Loan
                                                                                                                                 or
                                                                                                                                 the
                                                                                                                                 substitution
                                                                                                                                 of
                                                                                                                                 any
                                                                                                                                 Mortgage
                                                                                                                                 Loan
                                                                                                                                 pursuant
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 APM
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 BCM
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 BEN
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 CCM
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 CMC
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 CTB
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 EHL
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 FAM
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 FCM
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 FRB
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 FRE
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 GFC
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 PHH
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 PL
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 PSB
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 SFS
                                                                                                                                 MLSA,
                                                                                                                                 the
                                                                                                                                 SSB
                                                                                                                                 MLSA
                                                                                                                                 or
                                                                                                                                 the
                                                                                                                                 WMC
                                                                                                                                 MLSA,
                                                                                                                                 or
                                                                                                                                 the
                                                                                                                                 Pooling
                                                                                                                                 and
                                                                                                                                 Servicing
                                                                                                                                 Agreement
                                                                                                                                 and
                                                                                                                                 within
                                                                                                                                 two
                                                                                                                                 Business
                                                                                                                                 Days
                                                                                                                                 of
                                                                                                                                 its
                                                                                                                                 receipt
                                                                                                                                 of
                                                                                                                                 a
                                                                                                                                 Request
                                                                                                                                 for
                                                                                                                                 Release,
                                                                                                                                 the
                                                                                                                                 Custodian
                                                                                                                                 will
                                                                                                                                 either
                                                                                                                                 (i)
                                                                                                                                 release
                                                                                                                                 the
                                                                                                                                 related
                                                                                                                                 Mortgage
                                                                                                                                 File
                                                                                                                                 to
                                                                                                                                 or
                                                                                                                                 upon
                                                                                                                                 the
                                                                                                                                 order
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 requesting
                                                                                                                                 party,
                                                                                                                                 as
                                                                                                                                 directed
                                                                                                                                 in
                                                                                                                                 the
                                                                                                                                 Request
                                                                                                                                 for
                                                                                                                                 Release,
                                                                                                                                 or
                                                                                                                                 (ii)
                                                                                                                                 notify
                                                                                                                                 the
                                                                                                                                 requesting
                                                                                                                                 party
                                                                                                                                 in
                                                                                                                                 writing
                                                                                                                                 or
                                                                                                                                 in
                                                                                                                                 a
                                                                                                                                 mutually
                                                                                                                                 agreed
                                                                                                                                 upon
                                                                                                                                 electronic
                                                                                                                                 format
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 Rejected
                                                                                                                                 Release
                                                                                                                                 Request
                                                                                                                                 and
                                                                                                                                 take
                                                                                                                                 no
                                                                                                                                 further
                                                                                                                                 action
                                                                                                                                 on
                                                                                                                                 the
                                                                                                                                 Request
                                                                                                                                 for
                                                                                                                                 Release.



 


		(c)	Upon
                                                                 the foreclosure of any Mortgage Loan or to facilitate modification,
                                                                 enforcement, and collection procedures with respect to any Mortgage
                                                                 Note and within two Business Days of its receipt of a Request
                                                                 for Release, the Custodian will either (i) release the related
                                                                 Mortgage File to the requesting party as directed in the Request
                                                                 for Release, or (ii) notify the requesting party in writing or
                                                                 in a mutually agreed upon electronic format of the Rejected Release
                                                                 Request and take no further action on the Request for Release.



 


		(d)	From
                                                                 time to time and as appropriate for the sale to a third party
                                                                 purchaser of any of the Mortgage Loans, the Custodian is hereby
                                                                 authorized, upon receipt of a Request for Release from a requesting
                                                                 party, to release or cause to be released to the related third
                                                                 party purchaser the Mortgage Loans set forth in such Request
                                                                 for Release together with a transmittal letter substantially
                                                                 in the form attached hereto as Exhibit H. Upon receipt of the
                                                                 payoff amount for such sale and notice thereof from the Securities
                                                                 Administrator, the Trustee will provide the Custodian written
                                                                 notification of its release of interest in such Mortgage Loans;



 



    	12



    	 



    

 


		(e)	Any
                                                                 Certification issued while any Mortgage File is held by a party
                                                                 other than the Custodian shall reflect that the Custodian holds
                                                                 such Mortgage File as custodian pursuant to this Custodial Agreement,
                                                                 but the Exception Report shall specify that the Custodian has
                                                                 released such Mortgage File to the Person specified therein pursuant
                                                                 to this Section 3.4. Upon receipt of a written certification
                                                                 from the Master Servicer or a Servicer to the Custodian that
                                                                 a Mortgage Loan has been liquidated, the Custodian shall thereupon
                                                                 reflect any such liquidation on its Mortgage Loan Schedule.



 


		(f)	Notwithstanding
                                                                 the foregoing and unless otherwise required by state law, as
                                                                 notified by the Master Servicer, in the event the Custodian receives
                                                                 a Request for Release within five (5) days of the Delivery Date,
                                                                 the Custodian shall have a reasonable period of time to release
                                                                 the Mortgage File in accordance with this Section 3.4.



 


Each
person initially authorized to give and receive notices, requests and instructions and to deliver certificates and documents in
connection with this Custodial Agreement on behalf of the Trustee, the Depositor, APM, as an Originator, BCM, as an Originator,
BEN, as an Originator, CCM, as an Originator, CEN, as a Servicer, CMC, as an Originator, CTB, as an Originator, EHL, as an Originator,
FAM, as an Originator, FCM, as an Originator, FRB, as a Servicer and as an Originator, FRE, as an Originator, GFC, as an Originator,
PHH, as a Servicer and as an Originator, PL, as an Originator, PSB, as an Originator, SFS, as an Originator, SSB, as an Originator
and WMC, as an Originator, or as the Master Servicer, is listed, together with the specimen signature for such person, on Exhibit
D-1, Exhibit D-2, Exhibit D-3A, Exhibit D-3B, Exhibit D-3C, Exhibit D-3D, Exhibit D-3E, Exhibit D-3F, Exhibit D-3G, Exhibit D-3H,
Exhibit D-3I, Exhibit D-3J, Exhibit D-3K, Exhibit D-3L, Exhibit D-3M, Exhibit D-3N, Exhibit D-3O, Exhibit D-3P, Exhibit D-3Q,
Exhibit D-3R, Exhibit D-3S and Exhibit D-4 (each person so authorized from time to time, an “Authorized Representative”).


 


From
time to time, the Trustee, the Depositor, the Seller, the Master Servicer, a Servicer or an Originator may deliver to the Custodian
a certification in the form of Exhibit C hereof, reflecting changes in the respective list of Authorized Representatives, but
the Custodian shall be entitled to rely conclusively on the each current list of Authorized Representatives until receipt of a
superseding certification in the form of Exhibit C hereof.


 


Section
3.5. Inspection of Mortgage Files. Upon at least two Business Days prior written notice to the Custodian, a Servicer, or
the agent of such Servicer, may inspect and examine, at any time during ordinary business hours of the Custodian, any or all Mortgage
Files relating to Mortgage Loans serviced by such Servicer that are in the possession, or under the control of, the Custodian.
Such Servicer shall pay all fees, costs, and expenses incurred by the Custodian in connection with any such inspection and/or
examination.


 


Section
3.6. Copies of Mortgage Files. Upon at least two Business Days prior written notice to the Custodian, the Custodian shall
provide the Trustee with copies of any document or documents contained in the Mortgage File for any Mortgage Loan. The Master
Servicer shall pay copy fees and expenses as provided in Exhibit E attached hereto.


 



    	13



    	 



    

 


Section
3.7. Documents Missing from Mortgage Files. Upon the request of the Trustee or the Depositor, the Custodian shall, not
later than one Business Day after receipt of such request, provide to the Depositor or the Trustee, as the case may be, a list
of all the Mortgage Loans for which Custodian holds a Mortgage File pursuant to this Custodial Agreement and a list of documents
missing from each Mortgage File. Such list may be in the form of a copy of the Mortgage Loan Schedule with manual deletions to
specifically denote any Mortgage Loans paid off, liquidated or repurchased since the date of this Custodial Agreement.


 


ARTICLE 4.


CONCERNING
THE CUSTODIAN


 


Section
4.1. Custodian May Resign: Trustee May Remove Custodian.


 


		(a)	The
                                                                 Custodian may resign from the obligations and duties hereby imposed
                                                                 upon it as such obligations and duties relate to its acting as
                                                                 Custodian of any or all of the Mortgage Loans by giving 60 days’
                                                                 written notice thereof to the Trustee. Upon receiving such notice
                                                                 of resignation, the Trustee shall either (i) take custody of
                                                                 the Mortgage Files itself and give prompt notice thereof to Custodian
                                                                 or (ii) promptly appoint a successor Custodian by written instrument,
                                                                 in duplicate, which instrument shall be delivered to the resigning
                                                                 Custodian and to the successor Custodian. If the Trustee shall
                                                                 not have taken custody of the Mortgage Files and no successor
                                                                 Custodian shall have been so appointed and have accepted appointment
                                                                 within 30 days after the giving of such notice of resignation,
                                                                 the resigning Custodian may petition any court of competent jurisdiction
                                                                 for the appointment of a successor Custodian. Any and all fees
                                                                 and expenses incurred by the Custodian relating to any such petition
                                                                 shall be paid by the Custodian.



 


		(b)	The
                                                                 Trustee may remove the Custodian for cause upon 60 days’
                                                                 prior written notice. In such event, the Trustee shall either
                                                                 (i) take custody of the Mortgage Files itself and give prompt
                                                                 notice thereof to Custodian or (ii) promptly appoint a successor
                                                                 Custodian by written instrument, in duplicate, which instrument
                                                                 shall be delivered to the removed Custodian and to the successor
                                                                 Custodian. In the event of the removal of the Custodian for cause,
                                                                 the Master Servicer shall pay any release fee charged by the
                                                                 Custodian. In the event of any such removal, the Custodian shall
                                                                 promptly transfer to the successor custodian, as directed by
                                                                 Trustee, all Mortgage Files being administered under this Custodial
                                                                 Agreement relating to such Mortgage Loans. The cost and expenses
                                                                 relating to such file transfer shall be paid by the Custodian.
                                                                 If the Trustee shall not have taken custody of the Mortgage Files
                                                                 and no successor Custodian shall have been so appointed and have
                                                                 accepted appointment within 30 days after the giving of such
                                                                 notice of removal, the removed Custodian may petition any court
                                                                 of competent jurisdiction for the appointment of a successor
                                                                 Custodian. Any and all fees and expenses incurred by the Custodian
                                                                 relating to any such petition shall be paid by the Custodian.



 


		(c)	In
                                                                 the event of resignation by the Custodian or removal of the Custodian
                                                                 by the Trustee due to a breach of this Agreement by the Custodian,
                                                                 then the cost and expenses of transfer of the Mortgage Files
                                                                 shall be the responsibility of the Custodian; provided, however,
                                                                 in the event that the Custodian terminates its obligations and
                                                                 resigns hereunder due in part to nonpayment of the Custodian’s
                                                                 fees or expenses that are the responsibility of the Master Servicer
                                                                 hereunder, then such transfer shall be at the expense of the
                                                                 Master Servicer.



 



    	14



    	 



    

 


		(d)	In
                                                                 the event that the Custodian moves any Mortgage File from the
                                                                 state where the Mortgage Files are initially kept pursuant to
                                                                 this Agreement, the Custodian shall provide prompt written notice
                                                                 to the Trustee of the location of such Mortgage File.



 


		(e)	No
                                                                 resignation or termination of the Custodian shall be effective
                                                                 hereunder until the Trustee or a successor Custodian acceptable
                                                                 to the Trustee and the Depositor has assumed the duties of Custodian
                                                                 hereunder. The Master Servicer shall pay all the fees and expenses
                                                                 of a successor Custodian to the extent any such fees and expenses
                                                                 are required to be paid by the Master Servicer as specified in
                                                                 Exhibit E.



 


Section
4.2. Merger or Consolidation of Custodian. Any entity into which the Custodian may be merged or converted or with which
it may be consolidated, or any entity resulting from any merger, conversion, or consolidation to which the Custodian shall be
a party, or any entity succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.


 


Section
4.3. Limitation of Custodian’s Duties. The Custodian shall have no duties or obligations other than those specifically
set forth herein or as may subsequently be agreed to in writing by the parties hereto. The Custodian:


 


		(a)	may
                                                                 consult with counsel and any Opinion of Counsel shall be full
                                                                 and complete authorization and protection in respect of any action
                                                                 taken, suffered or omitted by it hereunder in good faith and
                                                                 in accordance with such opinion of counsel; and shall not be
                                                                 liable for any error of judgment, or for any act done or step
                                                                 taken or omitted by it, in good faith, unless it shall be provided
                                                                 that the Custodian was negligent in ascertaining the pertinent
                                                                 facts;



 


		(b)	shall
                                                                 use the same degree of care and skill as is reasonably expected
                                                                 of financial institutions acting in comparable capacities, provided
                                                                 that this subsection shall not be interpreted to impose upon
                                                                 the Custodian a higher standard of care than that set forth herein;



 


		(c)	will
                                                                 be regarded as making no representations and having no responsibilities
                                                                 as to the validity, perfectibility, sufficiency, value, genuineness,
                                                                 ownership or transferability of the Mortgage Loans, and will
                                                                 not be required to and will not make any representations as to
                                                                 the validity, value, perfectibility, genuineness, ownership or
                                                                 transferability of the Mortgage Loans;



 


		(d)	may
                                                                                   rely on and shall be protected in acting upon
                                                                                   any certificate, instrument, opinion, notice,
                                                                                   letter, facsimile or other document delivered
                                                                                   to it and in good faith believed by it to be
                                                                                   genuine and to have been signed by the proper
                                                                                   party or parties; may rely on and shall be
                                                                                   protected in acting upon the written instructions
                                                                                   of the Trustee and such employees and representatives
                                                                                   of the Trustee as the Trustee may hereinafter
                                                                                   designate in writing;



 


		(g)	shall
                                                                 not be responsible for the validity and perfection of the Trustee’s
                                                                 security interest in the Mortgage Loans hereunder, other than
                                                                 the Custodian’s obligation to take possession of the Mortgage
                                                                 Files as set forth in Section 3.1 hereof, and makes no representation
                                                                 or warranty with respect to, the validity, adequacy or perfection
                                                                 of any lien upon or security interest in any Mortgage File;



 



    	15



    	 



    

 


		(h)	shall
                                                                 have no responsibility or duty with respect to any Mortgage Files
                                                                 while not in its possession;



 


		(i)	shall
                                                                 be under no obligation to make any investigation into the facts
                                                                 or matters stated in any resolution, exhibit, request, representation,
                                                                 opinion, certificate, statement, acknowledgement, consent, order
                                                                 or document in the Mortgage Files;



 


		(j)	shall
                                                                 not be liable with respect to any action taken or omitted to
                                                                 be taken in accordance with any written direction, instruction,
                                                                 acknowledgement, consent or any other communication that is from
                                                                 the Trustee or any other Person specified herein and that complies
                                                                 with the provisions of this Custodial Agreement.



 


		(k)	shall
                                                                 not be responsible for preparing or filing any reports or returns
                                                                 relating to federal, state or local income taxes with respect
                                                                 to this Custodial Agreement, other than for the Custodian’s
                                                                 compensation or for reimbursement of expenses;



 


		(l)	shall
                                                                 have no duty to qualify to do business in any jurisdiction, other
                                                                 than (i) any jurisdiction where any Mortgage File is or may be
                                                                 held by the Custodian from time to time hereunder, and (ii) any
                                                                 jurisdiction where its ownership of property or conduct of business
                                                                 requires such qualification and where failure to qualify could
                                                                 have a material adverse effect on the Custodian or its property
                                                                 or business or on the ability of the Custodian to perform it
                                                                 duties hereunder; and



 


		(m)	shall
                                                                 have no duty to ascertain whether or not any cash amount or payment
                                                                 has been received by the Securities Administrator, any Servicer,
                                                                 any Originator, any Mortgage Loan purchaser or seller, or any
                                                                 other third person.



 


		(n)	In
                                                                 the event that (i) the Trustee or the Custodian shall be served
                                                                 by a third party with any type of levy, attachment, writ or court
                                                                 order with respect to any Mortgage File or any document included
                                                                 within a Mortgage File or (ii) a third party shall institute
                                                                 any court proceeding by which any Mortgage File or a document
                                                                 included within a Mortgage File shall be required to be delivered
                                                                 otherwise than in accordance with the provisions of this Custodial
                                                                 Agreement, the Trustee or the Custodian (whichever is the party
                                                                 receiving such service) shall promptly deliver or cause to be
                                                                 delivered to the applicable Servicer copies of all court papers,
                                                                 orders, documents and other materials concerning such proceedings.
                                                                 The Custodian shall, to the extent permitted by law and any court
                                                                 order, continue to hold and maintain all Mortgage Files that
                                                                 are the subject of such proceedings pending an order of a court
                                                                 of competent jurisdiction permitting or directing disposition
                                                                 thereof. Upon final determination of such court, and if permitted
                                                                 by such determination, the Custodian shall dispose of such Mortgage
                                                                 File or any document included within such Mortgage File as directed
                                                                 in writing by the applicable Servicer, which shall give a direction
                                                                 consistent with such court determination. Neither the Custodian
                                                                 nor the Trustee shall have any obligation to monitor or appear
                                                                 in any such proceeding on behalf of or in the name of the Trustee.
                                                                 Expenses and fees (including, without limitation, attorney’s
                                                                 fees and expenses) of the Custodian or the Trustee, as applicable,
                                                                 incurred as a result of such proceedings shall be reimbursed
                                                                 by the Trust Fund, subject to the limitations on reimbursements
                                                                 in clause (B) of the definition of Available Distribution Amount
                                                                 in the Pooling and Servicing Agreement.



 



    	16



    	 



    

 


The
provisions of this Section 4.3 shall survive the resignation or removal of the Custodian and the termination or transfer of this
Custodial Agreement.


 


Section
4.4. Standard of Care; Indemnification.


 


		(a)	The
                                                                 Seller agrees to indemnify and hold harmless the Custodian and
                                                                 each of the Custodian’s parent, affiliates, subsidiaries,
                                                                 directors, officers, employees and agents against any and all
                                                                 claims, liabilities, obligations, losses, damages, penalties,
                                                                 actions, judgments, suits, costs, expenses or disbursements of
                                                                 any kind or nature whatsoever, including reasonable attorneys’
                                                                 fees and expenses, that may be imposed on, incurred by, or asserted
                                                                 against it or them in any way relating to or arising out of this
                                                                 Custodial Agreement or any action taken or not taken by it or
                                                                 them under this Custodial Agreement or any related document or
                                                                 agreement unless such claims, liabilities, obligations, losses,
                                                                 damages, penalties, actions, judgments, suits, costs, expenses
                                                                 or disbursements were imposed on, incurred by or asserted against
                                                                 Custodian solely as a result of the material breach by Custodian
                                                                 of its obligations hereunder, which breach was caused by negligence,
                                                                 bad faith, or willful misconduct on the part of the Custodian.
                                                                 The foregoing indemnification shall survive the termination or
                                                                 transfer of this Custodial Agreement, and the resignation or
                                                                 removal of the Custodian.  



 


		(b)	The
                                                                                   Custodian shall indemnify and hold harmless
                                                                                   the Seller, the Depositor, the Master Servicer
                                                                                   (where the Master Servicer and the Custodian
                                                                                   are not the same entity) and the Trustee and
                                                                                   each of their directors, officers, employees
                                                                                   and agents from and against any and all losses,
                                                                                   liabilities, obligations, damages, penalties,
                                                                                   actions, judgments, suits, claims, costs, expenses
                                                                                   (including attorneys’ fees and related
                                                                                   expenses), disbursements or any and all other
                                                                                   costs and expenses of any kind or nature whatsoever
                                                                                   that may be incurred in connection with, or
                                                                                   arising out of, the Custodian’s willful
                                                                                   misfeasance, bad faith or negligence in the
                                                                                   performance of its duties hereunder or by reason
                                                                                   of its reckless disregard for its obligations
                                                                                   and duties hereunder, including but not limited
                                                                                   to its failure to produce (or provide evidence
                                                                                   of delivery of), upon any request hereunder,
                                                                                   any Mortgage Note or other document or instrument
                                                                                   comprising a Mortgage File after the Custodian
                                                                                   has certified that such document or instrument
                                                                                   was in its possession pursuant to the terms
                                                                                   hereof. Neither the Custodian nor any of its
                                                                                   directors, officers, agents or employees, shall
                                                                                   be liable for any action taken or omitted to
                                                                                   be taken by it or them hereunder or in connection
                                                                                   herewith in good faith and believed by it or
                                                                                   them to be within the purview of this Custodial
                                                                                   Agreement, except as set forth above. In no
                                                                                   event shall the Custodian or its directors,
                                                                                   officers, agents or employees be held liable
                                                                                   for any special, indirect or consequential
                                                                                   damages resulting from any action taken or
                                                                                   omitted to be taken by it or any of them hereunder
                                                                                   or in connection herewith even if advised of
                                                                                   the possibility of such damages. This indemnification
                                                                                   provided in this Section 4.4(b) shall survive
                                                                                   the termination of this Custodial Agreement
                                                                                   and the resignation or removal of the Custodian
                                                                                   hereunder.



 


		(c)	No
                                                                                                                                                   provision
                                                                                                                                                   of
                                                                                                                                                   this
                                                                                                                                                   Custodial
                                                                                                                                                   Agreement
                                                                                                                                                   shall
                                                                                                                                                   require
                                                                                                                                                   the
                                                                                                                                                   Custodian
                                                                                                                                                   to
                                                                                                                                                   expend
                                                                                                                                                   or
                                                                                                                                                   risk
                                                                                                                                                   its
                                                                                                                                                   own
                                                                                                                                                   funds
                                                                                                                                                   or
                                                                                                                                                   otherwise
                                                                                                                                                   incur
                                                                                                                                                   financial
                                                                                                                                                   liability
                                                                                                                                                   (other
                                                                                                                                                   than
                                                                                                                                                   expenses
                                                                                                                                                   or
                                                                                                                                                   liabilities
                                                                                                                                                   otherwise
                                                                                                                                                   required
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   incurred
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   express
                                                                                                                                                   terms
                                                                                                                                                   of
                                                                                                                                                   this
                                                                                                                                                   Custodial
                                                                                                                                                   Agreement,
                                                                                                                                                   including
                                                                                                                                                   but
                                                                                                                                                   not
                                                                                                                                                   limited
                                                                                                                                                   to
                                                                                                                                                   Section
                                                                                                                                                   4.4(b)
                                                                                                                                                   hereof)
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   performance
                                                                                                                                                   of
                                                                                                                                                   its
                                                                                                                                                   duties
                                                                                                                                                   under
                                                                                                                                                   this
                                                                                                                                                   Custodial
                                                                                                                                                   Agreement
                                                                                                                                                   if
                                                                                                                                                   it
                                                                                                                                                   shall
                                                                                                                                                   have
                                                                                                                                                   reasonable
                                                                                                                                                   grounds
                                                                                                                                                   for
                                                                                                                                                   believing
                                                                                                                                                   that
                                                                                                                                                   repayment
                                                                                                                                                   of
                                                                                                                                                   such
                                                                                                                                                   funds
                                                                                                                                                   or
                                                                                                                                                   adequate
                                                                                                                                                   indemnity
                                                                                                                                                   is
                                                                                                                                                   not
                                                                                                                                                   reasonably
                                                                                                                                                   assured
                                                                                                                                                   to
                                                                                                                                                   it.



 



    	17



    	 



    

 


		(d)	If
                                                                                                                                                   the
                                                                                                                                                   Seller
                                                                                                                                                   fails
                                                                                                                                                   to
                                                                                                                                                   indemnify
                                                                                                                                                   the
                                                                                                                                                   Custodian
                                                                                                                                                   as
                                                                                                                                                   required
                                                                                                                                                   in
                                                                                                                                                   this
                                                                                                                                                   Section
                                                                                                                                                   4.4,
                                                                                                                                                   the
                                                                                                                                                   Trust
                                                                                                                                                   Fund
                                                                                                                                                   shall
                                                                                                                                                   indemnify
                                                                                                                                                   the
                                                                                                                                                   Custodian
                                                                                                                                                   as
                                                                                                                                                   required
                                                                                                                                                   under
                                                                                                                                                   this
                                                                                                                                                   Section
                                                                                                                                                   4.4,
                                                                                                                                                   subject
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   limitation
                                                                                                                                                   on
                                                                                                                                                   reimbursements
                                                                                                                                                   described
                                                                                                                                                   in
                                                                                                                                                   clause
                                                                                                                                                   (B)
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   definition
                                                                                                                                                   of
                                                                                                                                                   Available
                                                                                                                                                   Distribution
                                                                                                                                                   Amount
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   Pooling
                                                                                                                                                   and
                                                                                                                                                   Servicing
                                                                                                                                                   Agreement.



 


Section
4.5. Force Majeure. The Custodian will not have any liability for failure to perform or delay in performing duties set
forth herein if the failure or delay is due to an event of force majeure. A force majeure is an event or condition beyond the
Custodian’s control, such as, without limitation, a natural disaster, civil unrest, state of war, or act of terrorism. The
Custodian will make reasonable efforts to prevent performance delays or disruptions in the event of such occurrences.


 


Section
4.6. Accounting. On or before March 1st of each calendar year, beginning with March 1, 2013, unless a Form 15 suspension
notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator
to file Exchange Act reports, the Custodian shall, at its own expense, cause a firm of independent public accountants (who may
also render other services to Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish
to the Depositor, the Securities Administrator, the Seller and each Servicer a report to the effect that such firm that attests
to, and reports on, the assessment made by such asserting party pursuant to Section 4.7 below, which report shall be made in accordance
with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.


 


Section
4.7. Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 2013, unless a Form
15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities
Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller
and each Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached
hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year
of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing
any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities.
Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing
criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation
AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff
from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing
criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered
public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing
criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.


 



    	18



    	 



    

 


Section
4.8. Subcontracting. The Custodian has not and shall not engage any subcontractor which is “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB.


 


ARTICLE 5.


REPRESENTATIONS
AND WARRANTIES


 


Section
5.1. Capital Requirements. The Custodian represents, warrants, and covenants that:


 


		(a)	The
                                                                 Custodian is (i) a national banking association duly organized,
                                                                 validly existing and in good standing under the laws of the United
                                                                 States and (ii) duly qualified and in good standing and in possession
                                                                 of all requisite authority, power, licenses, permits and franchises
                                                                 in order to execute, deliver and comply with its obligations
                                                                 under the terms of this Custodial Agreement. Nothing in this
                                                                 Agreement shall be deemed to impose on the Custodian any duty
                                                                 to qualify to do business in any jurisdiction, other than (i)
                                                                 any jurisdiction where any Mortgage Loan is or may be held by
                                                                 the Custodian from time to time hereunder, and (ii) any jurisdiction
                                                                 where its ownership of property or conduct of business requires
                                                                 such qualification and where failure to qualify could have a
                                                                 material adverse effect on the Custodian or its property or business
                                                                 or on the ability of the Custodian to perform it duties hereunder;



 


		(b)	The
                                                                 execution, delivery and performance of this Custodial Agreement
                                                                 have been duly authorized by all necessary corporate action and
                                                                 the execution and delivery of this Custodial Agreement by the
                                                                 Custodian in the manner contemplated herein and the performance
                                                                 of and compliance with the terms hereof by it will not (i) violate,
                                                                 contravene or create a default under any applicable laws, licenses
                                                                 or permits to the best of its knowledge, or (ii) violate, contravene
                                                                 or create a default under any charter document or bylaw of the
                                                                 Custodian or, to the best of the Custodian’s knowledge,
                                                                 any contract, agreement or instrument to which the Custodian
                                                                 or by which any of its property may be bound and will not result
                                                                 in the creation of any lien, security interest or other charge
                                                                 or encumbrance upon or with respect to any of its property;



 


		(c)	The
                                                                 execution and delivery of this Custodial Agreement by the Custodian
                                                                 and the performance of and compliance with its obligations and
                                                                 covenants hereunder do not require the consent or approval of
                                                                 any governmental authority, or, if such consent or approval is
                                                                 required, it has been obtained; and



 


		(d)	This
                                                                 Custodial Agreement, and each Certification issued hereunder,
                                                                 when executed and delivered by the Custodian will constitute
                                                                 valid, legal and binding obligations of the Custodian, enforceable
                                                                 against the Custodian in accordance with their respective terms,
                                                                 except (i) as the enforcement thereof may be limited by applicable
                                                                 debtor relief laws and (ii) that certain equitable remedies may
                                                                 not be available regardless of whether enforcement is sought
                                                                 in equity or at law.



 


		(e)	Unless
                                                                 the Custodian notifies the Trustee and the Depositor in writing
                                                                 not less than thirty (30) days prior to any transfer of the Mortgage
                                                                 Files, such files will be held by the Custodian, in the Custodian’s
                                                                 sole discretion, in the State of Minnesota.



 



    	19



    	 



    

 


		(f)	The
                                                                 Custodian represents and warrants that the Custodian is a depository
                                                                 institution or a trust company subject to supervision or examination
                                                                 by a federal or state authority and has the combined capital
                                                                 and surplus of at least $50 million.



 


Section
5.2. No Claims to Mortgage Loans. The Custodian, solely in its capacity as Custodian, represents and warrants that (i)
it took possession of the Mortgage Loans on behalf of the Trustee, to the best of its knowledge, without written notice of any
adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising
under the Employee Retirement Income Security Act of 1974, as amended), (ii) except as permitted in this Custodial Agreement,
it does not and will not, in its capacity as Custodian, assert any claim or interest in the Mortgage Loans and will hold such
Mortgage Loans pursuant to the terms of this Custodial Agreement, and (iii) it has not encumbered or transferred its right, title
or interest as Custodian in the Mortgage Loans other than to, or as directed by, the Trustee. Notwithstanding
any other provisions of this Custodial Agreement and without limiting the generality of the foregoing, the Custodian shall not
at any time exercise or seek to enforce any claim, right or remedy, including any statutory or common law rights of set-off, if
any, that the Custodian may otherwise have against all or any part of a Mortgage File, Mortgage Loan or proceeds of either.


 


ARTICLE 6.


COVENANTS


 


Section
6.1. Insurance. The Custodian will, at its own expense, maintain in full force and effect at all times during the term
of this Custodial Agreement the following:


 


		(a)	fidelity
                                                                 insurance;



 


		(b)	errors
                                                                 and omissions insurance;



 


		(c)	theft
                                                                 of documents insurance; and



 


		(d)	forgery
                                                                 insurance.



 


All
such insurance shall be in amounts with standard coverage and subject to deductibles as is customary for insurance typically maintained
by banking institutions or trust companies which act as custodians. A certificate of the respective insurer as to each such policy
shall be furnished to the Trustee, upon request.


 


Section
6.2. Storage of Mortgage Files. The Custodian will segregate and store the Mortgage Files in secure, fire resistant storage
facilities in accordance with customary controls on access regarding the safety and security of the Mortgage Files.


 



    	20



    	 



    

 


ARTICLE 7.


MISCELLANEOUS


 


Section
7.1 Notices. Any notice, demand or consent, required or permitted by this Custodial Agreement shall be in writing and shall
be effective and deemed delivered only when received by the party to which it is sent. Any such notice, demand or consent shall
be deemed to have been duly given if (i) personally delivered, (ii) mailed by registered mail, postage prepaid, (iii) delivered
by overnight courier, or (iv) transmitted via email, telegraph or facsimile, in each instance at the address listed below, or
such other address as may hereafter be furnished by any party to the other parties in writing:


 


If
to the Custodian:


 


Wells
Fargo Bank, N.A.


751
Kasota Avenue


Minneapolis,
MN 55414


Attention:
Document Custody – Sequoia Mortgage Trust 2012-3


 


If
to the Master Servicer:


 


Wells
Fargo Bank, N.A.


P.O.
Box 98


Columbia,
MD 21046


Attention:
Client Manager – Sequoia Mortgage Trust 2012-3


 


(or,
for overnight deliveries,


9062
Old Annapolis Road


Columbia,
MD 21045


Attention:
Client Manager – Sequoia Mortgage Trust 2012-3)


 


If
to the Trustee:


 


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


500
Delaware Avenue, 11th Floor


Wilmington,
DE 19801


Attention:
Corporate Trust


 


If
the Depositor:


 


Sequoia
Residential Funding, Inc.


One
Belvedere Place, Suite 330


Mill
Valley, CA 94941


 



    	21



    	 



    

 


If
to the Seller:


 


Redwood
Residential Acquisition Corporation


One
Belvedere Place, Suite 330


Mill
Valley, CA 94941


Attention:
Sequoia Mortgage Trust 2012-3


 


If
to APM:


 


American
Pacific Mortgage Corporation


3000
Lava Ridge Court, Suite 200


Roseville,
California 95661


Attention:
Chito Schnupp, EVP


 


If
to BCM:


 


Bank
of Commerce Mortgage


3130
Crow Canyon Place – Suite 300


San
Ramon, California 94583


Attention:
Scott M. Simonich


 


If
to BEN:


 


Benchmark
Bank


5700
Legacy Drive – Suite 10


Plano,
Texas 75024


Attention:
Kay Roubadeaux


 


If
to CCM:


 


Cherry
Creek Mortgage Co., Inc.


7600
E. Orchard Rd. Ste. 250N


Greenwood
Village, CO 80111


Attention:
Jerry Kaplan


 


If
to CEN:


 


Cenlar
FSB


425
Phillips Boulevard


Ewing,
NJ 08618


 


With
a copy address to Corporate Counsel at the same address


 


If
to CMC:


 


Cornerstone
Mortgage Company


1177
West Loop South Suite 200


Houston,
TX 77027


Attention:
Daniel Cooper 


 



    	22



    	 



    







 


If
to CTB:


 


Cole
Taylor Bank


7789
East M-36


Whitmore
Lake, MI 48189


Attention:
Phil Miller


 


With
a copy to


Cole
Taylor Bank


9550
W. Higgins Road


Rosemont,
IL 960018


Chicago,
IL 60606


Attention:
General Counsel


 


If
to EHL:


 


Embrace
Home Loans, Inc.


25
Enterprise Center


Newport,
RI 02842


Attention:
Brian Gilpin


 


If
to FAM:


 


Franklin
American Mortgage Company


501
Corporate Centre Drive, Suite 400


Franklin,
Tennessee 37067


Attention:
Kelly C. Johnson


 


If
to FCM:


 


Flagstar
Capital Markets Corporation


5151
Corporate Drive


Troy,
Michigan 48098


Attention:
Product Development Department


 


If
to FRB:


 


First
Republic Bank


111
Pine Street


San
Francisco, CA 94111


Attention:
Tony Sachs


 


If
to FRE:


 


Fremont
Bank


25151
Clawiter Rd.





Hayward,
CA 94545


Attention:
Gary DeLuca, Residential Lending





 



    	23



    	 



    







 


If
to GFC:


 


GuardHill
Financial Corp


140
East 45th Street, 31st Floor


New
York, NY, 10017


 


If
to PHH:


 


PHH
Mortgage Corporation


One
Mortgage Way


Mt.
Laurel, NJ 08054


Attention:
Vice President, Servicing


 


If
to PL:


 


PrimeLending,
a PlainsCapital Company


18111
Preston Road, Suite 900


Dallas,
Texas 75252


Attention:
Mr. Scott Eggen, SVP


 


If
to PSB:


 


Provident
Savings Bank


3756
Central Avenue


Riverside,
CA 92506


Attention:
Mac Drew


 


If
to SFS:


 


United
Shore Financial Services, LLC


555
S. Adams Road


Birmingham,
MI 48009


Attention:
Michael Castleforte


 


If
to SSB:


 


Sterling
Savings Bank Home Loan Division


6505
218th St SW, Suite 9


Mountlake
Terrace, WA, 98043


Attention:
Kathrine Shairrick, Loan Servicing


 


If
to WMC:


 


Wintrust
Mortgage,


a
division of Barrington Bank and Trust





1S660
Midwest Road, Suite 100


Oakbrook
Terrace, Illinois 60181


Attention:
Loss Mitigation





 



    	24



    	 



    







 


Section
7.2. Entire Agreement. This Custodial Agreement contains the entire agreement among the parties hereto with respect to
the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions,
express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including any prior custodial
agreements. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof, and no implied covenants or obligations shall be read into this Custodial Agreement concerning the Custodian.
This Custodial Agreement may not be modified or amended other than by an agreement in writing signed by the parties hereto.


 


Section
7.3. Binding Nature of Agreement: Assignment. This Custodial Agreement shall be binding upon and inure to the benefit of
the Custodian and the Trustee and their respective and permitted assigns. The Trustee may assign its interest in any of the Mortgage
Loans held under this Custodial Agreement to a successor trustee pursuant to the Pooling and Servicing Agreement, by delivery
of the following to the Custodian: (a) written notice of such assignment identifying the Mortgage Loans to be assigned and the
assignee of such Mortgage Loans and (b) a written agreement of such assignee to assume all obligations of the Trustee under this
Custodial Agreement with respect to such Mortgage Loans. Upon receipt of any such written notice of assignment and written assumption
of obligations, the Custodian shall treat such assignee as the Trustee for all purposes of this Custodial Agreement. The Custodian
shall not assign, transfer, pledge or grant a security interest in any of its rights, benefits or privileges hereunder, nor shall
the Custodian delegate or appoint any other person or entity to perform or carry out any of its duties, responsibilities or obligations
under this Custodial Agreement, without the prior written consent of the Trustee.


 


Section
7.4. Governing Law. This Custodial Agreement and all questions relating to its validity, interpretation, performance and
enforcement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York
notwithstanding any law, rule, regulation, or other conflict-of-law provisions to the contrary.


 


Section
7.5. Recordation of Agreement. To the extent permitted by applicable law, this Custodial Agreement is subject to recordation
in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by each Servicer in its sole discretion.


 


Section
7.6. Agreement for the Exclusive Benefit of Parties. This Custodial Agreement is for the exclusive benefit of the parties
hereto and their respective successors and permitted assigns, and shall not be deemed to create or confer any legal or equitable
right, remedy or claim upon any other Person whatsoever, except that the holders of the Mortgage Certificates shall be third party
beneficiaries of this Custodial Agreement.


 


Section
7.7 Counterparts. This Custodial Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.


 



    	25



    	 



    

 


Section
7.8. Indulgences: Not Waivers. Neither the failure nor any delay on the part of a party hereto to exercise any right, remedy,
power or privilege under this Custodial Agreement shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power
or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver
of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing
and is signed by the party asserted to have granted such waiver.


 


Section
7.9. Titles Not to Affect Interpretation. The titles of sections and subsections contained in this Custodial Agreement
are for convenience only and they neither form a part of this Custodial Agreement nor are they to be used in the construction
or interpretation hereof.


 


Section
7.10. Provisions Separable. The provisions of this Custodial Agreement are independent of and separable from each other
and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be valid or unenforceable in whole or in part.


 


Section
7.11. Conflict or Inconsistency. In the event of any conflict or inconsistency between the terms and provisions of this
Custodial Agreement and the terms and provisions of any contract, instrument or other agreement between Custodian and any third
party, the terms and provisions of this Custodial Agreement shall control, provided, however, that in the event of any conflict
or inconsistency between the terms of this Custodial Agreement and the instructions of the Trustee, the Trustee’s instructions
shall control.


 


Section
7.12. Waiver of Trial by Jury. The parties hereto each knowingly, voluntarily and intentionally waives to the fullest extent
permitted by applicable law any right it may have to a trial by jury of any dispute arising under or relating to this Custodial
Agreement or the transactions contemplated hereby.


 


Section
7.13. Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


		(a)	submits
                                                                 for itself and its property in any legal action or proceeding
                                                                 relating to this Custodial Agreement, or for recognition and
                                                                 enforcement of any judgment in respect thereof, to the non-exclusive
                                                                 jurisdiction of the courts of the State of New York, the federal
                                                                 courts of the United States of America for the Southern District
                                                                 of New York, and any appellate courts from any thereof;



 


		(b)	consents
                                                                 that any such action or proceeding may be brought in such courts
                                                                 and, to the extent permitted by applicable law, waives any objection
                                                                 that it may now or hereafter have to the venue of any such court
                                                                 or that such action or proceeding was brought in an inconvenient
                                                                 court and agrees not to plead or claim the same;



 


		(c)	agrees
                                                                 that the service of process in any such action or proceeding
                                                                 may be effected by mailing a copy thereof by registered or certified
                                                                 mail, postage prepaid, to its address set forth herein or at
                                                                 such other address of which the other party shall have been notified;
                                                                 and



 



    	26



    	 



    

 


		(d)	agrees
                                                                 that nothing herein shall affect the right to effect service
                                                                 of process in any other manner permitted by law or shall limit
                                                                 the right to sue in any other jurisdiction.



 


Section
7.14. Non-petition. Notwithstanding anything in this Custodial Agreement to the contrary, the Custodian, in its capacity
as custodian hereunder, shall not, prior to the date which is one year and one day after the termination of this Custodial Agreement,
with respect to the Depositor or the Trustee, acquiesce, petition or otherwise invoke or cause the Depositor or the Trustee (or
any assignee) to invoke the process of the court or governmental authority for the purpose of commencing or sustaining a case
against the Depositor or the Trustee under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the Trustee or any substantial
part of its property or ordering the winding up or liquidation of the affairs of the Depositor or the Trustee.


 


Section
7.15 Termination. Unless terminated earlier pursuant to Section 4.1, this Custodial Agreement shall terminate upon the
earlier of (a) the repurchase of all of the Mortgage Loans pursuant to the APM MLSA, BCM MLSA, BEN MLSA, the CCM MLSA, the CMC
MLSA, the CTB MLSA, the EHL MLSA, the FAM MLSA, the FCM MLSA, the FRB MLSA, the FRE MLSA, the GFC MLSA, the PHH MLSA, the PL MLSA,
the PSB MLSA, the SFS MLSA, the SSB MLSA or the WMC MLSA, or pursuant to the Pooling and Servicing Agreement, which repurchase
shall be evidenced by a notice from the Securities Administrator to the Custodian stating that beneficial ownership of the Mortgage
Loans has been transferred to their purchaser or purchasers, (b) the Custodian’s receipt of written notice from the Securities
Administrator of the final payment or liquidation of the final Mortgage Loan held by the Custodian under this Custodial Agreement
or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan, or (c)
the final payment date of the Certificates as evidenced by a notice from the Securities Administrator to the Custodian, a copy
of which notice shall be simultaneously delivered to the Depositor, and delivery of the Mortgage Files pursuant to the Trustee’s
instructions. Upon termination of this Custodial Agreement, the related Mortgage Files will be released by the Custodian in accordance
with the Trustee’s written instructions.


 


[Signatures
appear on the following page.]


 



    	27



    	 



    

 


IN
WITNESS WHEREOF, the parties have entered into this Custodial Agreement as of the date on the cover page of this Custodial Agreement.


 


	 	CHRISTIANA TRUST, a division of
	 	Wilmington Savings Fund
        Society, FSB, not in its

        individual capacity, but
        solely as Trustee

	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Wells
    Fargo Bank, N.A., as Custodian
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Wells
    Fargo Bank, N.A., as Master Servicer
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Sequoia Residential Funding, Inc.,
	 	as Depositor
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Redwood
        Residential Acquisition 

        Corporation,
        as Seller

	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	28



    	 



    

 


EXHIBIT
A


 


DELIVERY
INSTRUCTIONS


 


Wells
Fargo DOCUMENT CUSTODY


 


	Address & Contact Name:	Wells Fargo Bank, N.A.
	 	Attn: Private Certifications
	 	751 Kasota Avenue
	 	Minneapolis, MN 55414


 


Notification of Transfer:
Please notify ____________ at (612)______ with the anticipated date of the transfers and the number of loan files to be sent to
Wells Fargo Bank, N.A.


 


Shipping
instructions:


		·	Documents
                                                                                                              placed in a pocket
                                                                                                              file folder (legal
                                                                                                              size)



		·	Labels,
                                                                                                              affixed to the upper
                                                                                                              right hand corner
                                                                                                              of the legal-size
                                                                                                              pocket file folder,
                                                                                                              including Issuer
                                                                                                              Name, Previous Loan
                                                                                                              # (if any), Borrower
                                                                                                              Name, Loan #



		·	Loan
                                                                                                              files placed in
                                                                                                              sequential, numerical
                                                                                                              loan number order
                                                                                                              inside archive boxes



		·	A
                                                                                                              packing list, consisting
                                                                                                              of a list of the
                                                                                                              loans and the box
                                                                                                              number, must be
                                                                                                              included in each
                                                                                                              box



		·	Each
                                                                                                              box must be marked
                                                                                                              on the outside to
                                                                                                              identify its contents
                                                                                                              as follows: Investor/Seller/Funding
                                                                                                              Date/Box 1 of __
                                                                                                              , Ln # 100000–100200



 



    	 



    	 



    

 


EXHIBIT
B


 


DATA FORMAT


 


Each column must contain the column
header indicated in the new CSV Field Header name column on the attached grid.


 


Each column is separated by a comma;
if data in a column contains valid commas, that data is surrounded by double quotes; so the file is comma delimited and double
quote text qualified. Double quotes are only required when the data contains commas that do not indicate a new column.


 


Dates are required to be formatted
as follows: MM/DD/YYYY


 


All data should be formatted as
Text. The TYPE referred to below is a listing of what the field type on the collateral tracking system is. This is to assist in
identifying what data is importable to a specific field and what is not. For example a value of ‘Monday’ would not
be importable to the Rate field as Rate is a numeric field and the value of ‘Monday’ is text characters.


 


Char and Varchar = Any text
up to the length specified, can be any combo of letters numbers that fit within the maximum field length


 


Numeric = Only numbers. Precision
is found under formatting. For example 3.3 = 123.123, 6.2 = 123456.12


 


Small int = A number between
0 and 32,000


 


Tiny Int = 0 or 1 (0 = unchecked,
1 = checked).


 


Integer = Numeric without
decimals.


 


*Required


	Field Header Name	 	Type	 	Formatting	 	Max Length	 	Description 
	COLL_KEY*	 	Char(20)	 	 	 	20	 	Collateral Id
	ALT_ID	 	Char(20)	 	 	 	20	 	Alternate id
	BORROWER*	 	Varchar(60)	 	 	 	60	 	Borrower 1 Last Name
	CASENUM	 	Char(20)	 	 	 	20	 	Case Number
	CLOSED	 	Small Date	 	MM/DD/YYYY	 	10	 	Closed Date
	FIRSTDUE	 	Small Date	 	MM/DD/YYYY	 	10	 	First Due Date
	MATURITY*	 	Small Date	 	MM/DD/YYYY	 	10	 	Maturity Date
	RATE*	 	Numeric	 	3.6	 	9	 	Rate
	LNAMOUNT*	 	Numeric	 	12.2	 	14	 	Original Loan Amount
	PI	 	Numeric	 	6.2	 	8	 	Payment & Interest
	STATE*	 	Char(2)	 	 	 	2	 	State
	CITY*	 	Varchar(60)	 	 	 	60	 	City
	ZIP*	 	Varchar(10)	 	 	 	10	 	Zip Code
	ADDRESS*	 	Varchar(60)	 	 	 	60	 	Address
	ARMADJ*	 	Small Date	 	MM/DD/YYYY	 	10	 	ARM Adjust Date
	ARMCONV	 	Char(1)	 	 	 	1	 	ARM Convertability
	ARMROUND	 	Numeric	 	3.6	 	9	 	ARM Round
	ARMACAP*	 	Numeric	 	3.6	 	9	 	ARM Annual Cap
	ARMLCAP*	 	Numeric	 	3.6	 	9	 	ARM Life Cap
	ARMMARGIN*	 	Numeric	 	3.6	 	9	 	ARM Margin
	ARMFLOOR	 	Numeric	 	3.6	 	9	 	ARM Floor
	ARMINDEX	 	Varchar(10)	 	 	 	10	 	ARM Index Source
	ARMIDXRATE	 	Numeric	 	3.6	 	9	 	ARM Index Rate


 



    	 



    	 



    

 


	Field Header Name	 	Type	 	Formatting	 	Max Length	 	Description 
	ARMLOOKBAK	 	Small Int	 	1	 	5	 	ARM Look back
	MERSMIN*	 	Char(18)	 	 	 	18	 	Mers Min Number
	MERSFLAG*	 	TinyInt	 	1	 	1	 	MERS Flag (1=Checked 0 = Unchecked)
	BOOKPAGE	 	Char(10)	 	 	 	10	 	Instrument Book and Page number
	CTRLNUM	 	Varchar(7)	 	 	 	7	 	Control Number
	INSTRUMENT	 	Varchar(20)	 	 	 	20	 	Instrument Number
	RECORDED	 	Small Date	 	MM/DD/YYYY	 	10	 	Recorded Date
	CURR_UPB	 	Numeric	 	12.2	 	14	 	Current Unpaid Principal Balance
	INVEST_KEY	 	Char(20)	 	 	 	20	 	Investor Id
	ISMOM	 	TinyInt	 	1	 	1	 	MOM Flag (1 = Checked 0 = Unchecked)
	TRUSTNUM	 	VarChar(40)	 	 	 	40	 	Trust Number
	UDF_CHAR1*	 	Varchar(40)	 	 	 	40	 	User Defined Character Field 1 (co-op)
	UDF_CHAR2	 	Varchar(40)	 	 	 	40	 	User Defined Character Field 2
	UDF_DATE1	 	Small Date	 	MM/DD/YYYY	 	10	 	User Defined Date Field 1
	UDF_DATE2	 	Small Date	 	MM/DD/YYYY	 	10	 	User Defined Date Field 2
	UDF_DOL1	 	Numeric	 	12.2	 	14	 	User Defined Dollar Field 1
	UDF_DOL2	 	Numeric	 	12.2	 	14	 	User Defined Dollar Field 2
	UDF_PCT1	 	Numeric	 	4.6	 	10	 	User Defined Percentage Field 1
	UDF_PCT2	 	Numeric	 	4.6	 	10	 	User Defined Percentage Field 2
	UDF_INT1	 	Integer	 	7	 	7	 	User Defined Integer Field 1
	UDF_INT2	 	Integer	 	7	 	7	 	User Defined Integer Field 2
	VINNUM	 	Varchar(20)	 	 	 	20	 	Vehicle Identification Number
	MAKE	 	Varchar(10)	 	 	 	10	 	Vehicle Make
	MODEL	 	Varchar(10)	 	 	 	10	 	Vehicle Model
	YEAR	 	Varchar(4)	 	 	 	4	 	Vehicle Year
	ASSTDESC	 	Varchar(25)	 	 	 	25	 	Description Of The Asset
	LTV	 	Numeric	 	3.1	 	4	 	Loan To Value Ratio
	TERM	 	Varchar(3)	 	 	 	3	 	Loan or Lease Term
	Address2	 	Varchar(30)	 	 	 	30	 	Address 2
	BORR1FIRST*	 	Varchar(30)	 	 	 	30	 	Borrower 1 First name
	BORR1MID	 	Varchar(30)	 	 	 	30	 	Borrower 1 Middle Name
	BORR2FIRST	 	Varchar(30)	 	 	 	30	 	Borrower 2 First Name
	BORR2MID	 	Varchar(30)	 	 	 	30	 	Borrower 2 Middle Name
	BORR2LAST	 	Varchar(60)	 	 	 	60	 	Borrower 2 Last Name
	ARMCEIL	 	Numeric	 	2.3	 	5	 	ARM Ceiling
	COUNTY	 	Varchar	 	 	 	40	 	County
	RATECHGFRQ	 	Small Int	 	 	 	5	 	Rate Change Frequency – In months
	BALLOONFLG	 	TinyInt	 	 	 	1	 	Balloon Flag (1 = Checked 0 = Unchecked)
	BALLOONTRM	 	Small Int	 	 	 	5	 	Balloon Term – In months
	IO_FLAG	 	TinyInt	 	 	 	1	 	Interest Only Flag

        (1 = Checked 0 = Unchecked)

	IO_TERM	 	Small Int	 	 	 	5	 	Interest Only Term – In months
	ARMPFLRINI	 	Numeric	 	3.6	 	9	 	Initial Periodic Rate Floor
	ARMPCAPINI	 	Numeric	 	3.6	 	9	 	Initial Periodic Rate Cap
	ARMPFLOOR	 	Numeric	 	3.6	 	9	 	Periodic Rate Floor
	ROUND_METH	 	TinyInt	 	 	 	1	 	Arm Loan Rounding Method

        ( 0=Round Nearest, 1=Round
        Up, 2=Round Down, 3=None )

	INTAMOUNT	 	Numeric	 	12.2	 	14	 	Interest Amount
	FUNDDATE	 	Small Date	 	MM/DD/YYYY	 	10	 	Funding Date


 



    	 



    	 



    

 


	Field Header Name	 	Type	 	Formatting	 	Max Length	 	Description 
	NEGAMFLAG	 	TinyInt	 	 	 	1	 	Negative Amortization Flag

        (1 = Checked 0 = Unchecked)

	NEGAMCAP	 	Numeric	 	3.6	 	9	 	Negative Amortization Cap
	PAYCAP	 	Numeric	 	12.2	 	14	 	Payment Cap Amount
	PREPAYTERM	 	Small Int	 	 	 	5	 	Prepayment Term
	PPP_FLAG	 	TinyInt	 	 	 	1	 	Prepayment Penalty Flag

        (1 = Checked 0 = Unchecked)

	PPP_DESCR	 	Varchar(254)	 	 	 	254	 	Prepayment Penalty Description
	PPP_PCT	 	Numeric	 	3.6	 	9	 	Prepayment Penalty Percent
	SERVICER_LOAN_ID	 	Varchar(20)	 	 	 	20	 	Servicer Loan Number
	ADDITIONAL_LOAN_ID	 	Varchar(20)	 	 	 	20	 	Additional Loan Number


 



    	 



    	 



    

 


EXHIBIT
C


 


AUTHORIZED
REPRESENTATIVES CERTIFICATION


 


TO: Wells Fargo Bank Document Custody


 


Reference
is hereby made to the Custodial Agreement, dated as of June 1, 2012, between Christiana Trust, a division of Wilmington Savings
Fund Society, FSB, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor,
Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”).


 


Effective
_________ (date), the undersigned, a duly authorized representative of [[APM/BCM/BEN/CCM/CEN/CMC/CTB/EHL/FAM/FCM/FRB/FRE/GFC/PHH/PL/PSB/SFS/SSB/WMC],
as [Servicer/Originator][Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as Trustee][Sequoia Residential
Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer], hereby designates each of the persons whose names, titles,
and signatures appear below as an Authorized Representative under the Custodial Agreement. This authorization will remain in place
until such time as it is revoked, amended or supplemented in writing, by an officer of the Trustee or the Servicer.


 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Custodial Agreement.


  


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


The above named company agrees to
immediately notify Wells Fargo Bank, N.A., or its successors or assigns (“Wells Fargo”), should any person named hereunder
become ineligible as an Authorized Representative and shall indemnify Wells Fargo and hold it harmless from and against any actions
and/or suits whether groundless or otherwise and from and against any losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities (“Losses”) arising directly out of any action as an Authorized Representative under the Custodial
Agreement of any person named in this list, except for liability arising out of Wells Fargo’s negligence, wilful misconduct
or bad faith. These indemnity provisions shall survive the termination or assignment of the pools or loans.


 



    	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this certificate for and on behalf of [[APM/BCM/BEN/CCM/CEN/CMC/CTB/EHL/FAM/FCM/FRB/FRE/GFC/PHH/PL/PSB/SFS/SSB/WMC],
as [Servicer/Originator][Christiana Trust, a division of
Wilmington Savings Fund Society, FSB, as Trustee][Sequoia Residential
Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer], this          
day of ______________, ___.


 


	By (signature):	 	 
	 	 	 
	Name:	 	 
	Title:	 	 
	Phone #:	 	 	Fax #:	 
	 	 	 	 	 


 This
form must be signed by an officer of the company. The officer needs to be someone other than those individuals who are being added
as authorized signers.


 


ACKNOWLEDGEMENT:


(Individual)


 


	State of	 	 }ss.
	 	 	 
	County of	 	 }ss.


 


	This instrument was acknowledged before me on _________________________________
    (date) by _________________
	 	 
	 	 
	 	 
	(Seal)	(Signature of notarial officer)
	 	My Commission Expires:	 


 



    	 



    	 



    

 


EXHIBIT
D-1


 


INITIAL
AUTHORIZED REPRESENTATIVES OF THE TRUSTEE


  


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-2


 


INITIAL
AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3A


 


INITIAL AUTHORIZED
REPRESENTATIVES OF AMERICAN PACIFIC MORTGAGE CORPORATION, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3B


 


INITIAL AUTHORIZED
REPRESENTATIVES OF SIMONICH CORPORATION, dba BANK OF COMMERCE MORTGAGE, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3C


 


INITIAL AUTHORIZED
REPRESENTATIVES OF BENCHMARK BANK, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3D


 


INITIAL AUTHORIZED
REPRESENTATIVES OF CENLAR FSB, AS SERVICER


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3E


 


INITIAL AUTHORIZED
REPRESENTATIVES OF CHERRY CREEK MORTGAGE CO., INC., AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3F


 


INITIAL
AUTHORIZED REPRESENTATIVES OF COLE TAYLOR BANK, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3G


 


INITIAL AUTHORIZED
REPRESENTATIVES OF CORNERSTONE MORTGAGE COMPANY, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3H


 


INITIAL AUTHORIZED
REPRESENTATIVES OF EMBRACE HOME LOANS, INC., AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3I


 


INITIAL
AUTHORIZED REPRESENTATIVES OF FIRST REPUBLIC BANK, AS SERVICER AND AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3J


 


INITIAL
AUTHORIZED REPRESENTATIVES OF FLAGSTAR CAPITAL MARKETS CORPORATION, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3K


 


INITIAL AUTHORIZED
REPRESENTATIVES OF FRANKLIN AMERICAN MORTGAGE COMPANY, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3L


 


INITIAL
AUTHORIZED REPRESENTATIVES OF FREMONT BANK, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3M


 


INITIAL
AUTHORIZED REPRESENTATIVES OF GUARDHILL FINANCIAL CORPORATION, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3N


 


INITIAL
AUTHORIZED REPRESENTATIVES OF PHH MORTGAGE CORPORATION, AS SERVICER AND AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3O


 


INITIAL
AUTHORIZED REPRESENTATIVES OF PRIMELENDING, A PLAINSCAPITAL COMPANY, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3P


 


INITIAL
AUTHORIZED REPRESENTATIVES OF PROVIDENT SAVINGS BANK, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3Q


 


INITIAL
AUTHORIZED REPRESENTATIVES OF STERLING SAVINGS BANK, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3R


 


INITIAL AUTHORIZED
REPRESENTATIVES OF UNITED SHORE FINANCIAL SERVICES, LLC, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-3S


 


INITIAL
AUTHORIZED REPRESENTATIVES OF WINTRUST MORTGAGE, A DIVISION OF BARRINGTON BANK AND TRUST, AS ORIGINATOR


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
D-4


 


INITIAL
AUTHORIZED REPRESENTATIVES OF WELLS FARGO BANK, N.A., AS MASTER SERVICER


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT
E


 


Wells
Fargo Bank, N.A.


SCHEDULE
OF FEES FOR CUSTODY SERVICES


 


All fees described below to be paid
by the Master Servicer as set forth in the Custodial Agreement, except as described under “Shipping.”


 


Transaction Charges:1


 


Annual Safekeeping Fee:


Per Mortgage
File held at end of month


 


Final/trailing Documents –
Rejected Trailing/Final Documents


Includes filing
of documents in the Mortgage File,


Per occurrence


 


Release Requests/Rejected Release
Requests


Standard Release


-48 hour turnaround
time, excludes shipping expense


-Requests returned
for Mortgage Files not in custody or improperly prepared


Requests for
Release


 


Rush Release Requests


24 hour turnaround
time, excludes shipping expense


 


Shipping


The applicable Servicer shall be
required to pay shipping expenses for any Mortgage File if there has been a breach of any representation or warranty made with
respect to the related Mortgage Loan in the related servicing agreement resulting in the repurchase of such Mortgage Loan by such
Servicer. In all other cases where any Mortgage Files are required to be shipped to any party, the Depositor shall pay the related
shipping expenses; provided, however, that if the Depositor fails to pay such expenses within 45 days of invoicing from the Custodian,
such expenses shall be paid by the Trust Fund, subject to the limitations on reimbursements in clause (B) of the definition of
Available Distribution Amount in the Pooling and Servicing Agreement.


 


File
Reinstatements/Rejected File Reinstate


Reinstatements
that cannot be accepted because the file is incomplete


 


Trust Receipts/ Certifications
/Bailee Letters 


Issuance of
bailee letters, trust receipts, if applicable. Per receipt/letter


 


File Pull Fee


Per file includes
research, etc.


 


Labeling of files


Includes the
preparation and application of labels to files


 


Endorsement and Assignment Stamping


Per endorsement
or assignment


 


Copies of Documents


Pull fee per
file


Per single sided
copy


Costs
of special projects requiring copies of more than 5% of the Mortgage Files shall be negotiated with and paid by the requesting
party.


 


Interfiling fee


Includes placing
loan files or documents in loan number order. Per file or document.


 


File Folders Includes placing
documents not received in manila folder


 





 



1 Fee amount to be provided
to the Master Servicer by the Custodian


 



    	 



    	 



    

 


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, Redwood Residential
                                                                                 Acquisition Corporation, as Seller, Sequoia Residential
                                                                                 Funding, Inc., as Depositor, Wells Fargo Bank,
                                                                                 N.A., as Master Servicer, and Wells Fargo Bank,
                                                                                 N.A., as Custodian (the “Custodial Agreement”)



 


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:__________________


 


	By:___________________________________________	 
	(Authorized Signature)	 
	 	 
	Printed Name ___________________________________	 
	 	 
	[Servicer][Master Servicer] Name:___________________	 


 


	Ship To Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	Phone:	 	 


 


Custodian


 


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


 



    	 



    	 



    

 


EXHIBIT
G


 


FORM OF CERTIFICATION


 


DATE


 


Christiana
Trust, a division of


Wilmington
Savings Fund Society, FSB, as Trustee


500
Delaware Avenue, 11th Floor


Wilmington,
DE 19801


Attention:
Corporate Trust


 


Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage
Trust 2012-3


 


Redwood Residential Acquisition
Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage
Trust 2012-3


 


American Pacific Mortgage Corporation


3000 Lava Ridge Court, Suite 200


Roseville, California 95661


Attention: Chito Schnupp, EVP


 


Simonich Corporation, dba Bank of
Commerce Mortgage


3130 Crow Canyon Place, Suite 300


San Ramon, California 94583


Attention: Scott M. Simonich


 


Benchmark Bank


5700 Legacy Drive – Suite
10


Plano, Texas 75024


Attention: Kay Roubadeaux


 


Cherry
Creek Mortgage Co., Inc.


7600 E. Orchard
Rd. Ste. 250N


Greenwood Village,
CO 80111


Attention:
Jerry Kaplan


 


Cenlar FSB


425 Phillips
Boulevard


Ewing, NJ 08618


 


Cornerstone
Mortgage Company


1177 West Loop
South Suite 200


Houston, TX
77027


Attention:
Daniel Cooper


 


Cole Taylor
Bank


7789 East M-36


Whitmore Lake,
MI 48189


Attention:
Phil Miller


 



    	 



    	 



    

 


Embrace Home
Loans, Inc.


25 Enterprise
Center


Newport, RI
02842


Attention:
Brian Gilpin


 


Franklin American
Mortgage Company


501 Corporate
Centre Drive, Suite 400


Franklin, Tennessee
37067


Attention:
Kelly C. Johnson


 


Flagstar Capital
Markets Corporation


5151 Corporate
Drive


Troy, Michigan
48098


Attention:
Product Development Department


 


First Republic
Bank


111 Pine Street


San Francisco,
CA 94111


Attention:
Tony Sachs


 


Fremont Bank


25151 Clawiter
Rd.


Hayward, CA
94545


Attention:
Gary DeLuca, Residential Lending


 


GuardHill Financial
Corp.


140 East 45th
Street, 31st Floor


New York, NY,
10017


 


PHH Mortgage
Corporation


One Mortgage
Way


Mt. Laurel,
NJ 08054


Attention:
Vice President, Servicing


 


PrimeLending,
a PlainsCapital Company


18111 Preston
Road, Suite 900


Dallas, Texas
75252


Attention:
Mr. Scott Eggen, SVP


 


Provident Savings
Bank


3756 Central
Avenue


Riverside,
CA 92506


Attention:
Mac Drew


 


United Shore
Financial Services, LLC


555 S. Adams
Road


Birmingham,
MI 48009


Attention:
Michael Castleforte


 


Sterling Savings
Bank Home Loan Division


6505 218th
St SW, Suite 9


Mountlake Terrace,
WA, 98043


Attention:
Kathrine Shairrick, Loan Servicing


 



    	 



    	 



    

 


Wintrust Mortgage,





a division
of Barrington Bank and Trust


1S660 Midwest
Road, Suite 100


Oakbrook Terrace,
Illinois 60181


Attention: Loss Mitigation


 


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






 


Ladies and
Gentlemen:


 


In
accordance with the provisions of Section 3.2(a) of the above referenced Custodial Agreement, the undersigned, as the Custodian,
hereby certifies that, except as noted on the attached Exception Report, it has reviewed each Mortgage Loan listed in the Mortgage
Loan Schedule and has determined that (i) all documents required to be delivered to it pursuant to the Custodial Agreement are
in its possession; and, (ii) such documents have been reviewed by it and appear regular on their face and related to such Mortgage
Loan. All capitalized terms used but not defined herein shall have the meanings set forth in the Custodial Agreement.


 


The
Custodian makes no representations as to, and shall not be responsible to verify, (I) the validity, legality, enforceability,
perfectibility, due authorization, recordability, sufficiency, or genuineness of any of the documents contained in each Mortgage
File or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.


 


	 	Wells Fargo Bank, N.A., as Custodian
	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT
H


 


FORM
OF TRANSMITTAL LETTER



 


[Custodian
Letterhead]


 


[ Date]


 


[Purchaser]


[Insert street address]


________________


________________


 


Re:___________________________


 


Ladies and
Gentlemen:


 


Attached please
find those Mortgage Loans listed separately on the attached schedule, which Mortgage Loans are owned by the Trustee and are being
delivered to you for purchase.


 


Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in that certain Custodial Agreement, dated as of
June 1, 2012, among Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as Trustee, Redwood Residential Acquisition
Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells
Fargo Bank, N.A., as Custodian.


 


Each of the
Mortgage Loans is owned by the Trustee. Such ownership interest shall be released only upon remittance of $_____________ representing
the full amount of the purchase price of such Mortgage Loans (the “Payoff Amount”) by wire transfer of immediately
available funds to the following account:


 


WIRE TRANSFER
INSTRUCTIONS:


[to be provided
by Securities Administrator]


 


Pending the
purchase of each Mortgage Loan and until the Payoff Amount is received, the aforesaid ownership interest therein will remain in
full force and effect, and you shall hold possession of the Mortgage Loans and the documentation evidencing same as custodian,
agent and bailee for and on behalf of the Trustee. In the event that any Mortgage Loan is unacceptable for purchase, promptly
return the rejected item directly to the Custodian at its address set forth below. The Mortgage Loans must be so returned or Payoff
Amount remitted in full no later than 30 days from the date hereof. If you are unable to comply with the above instructions, please
so advise the undersigned Custodian immediately.


 



    	 



    	 



    

 


NOTE: BY ACCEPTING
THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER, YOU CONSENT TO BE THE CUSTODIAN, AGENT AND BAILEE FOR THE OWNER ON THE TERMS
DESCRIBED IN THIS LETTER. THE CUSTODIAN REQUESTS THAT YOU ACKNOWLEDGE RECEIPT OF THE ENCLOSED MORTGAGE LOANS AND THIS LETTER BY
SIGNING AND RETURNING THE ENCLOSED COPY OF THIS LETTER TO THE CUSTODIAN; HOWEVER, YOUR FAILURE TO DO SO DOES NOT NULLIFY SUCH
CONSENT.


 


	 	Very truly yours,
	 	 
	 	Wells Fargo Bank, N.A.,
	 	as Custodian
	 	 
	 	By:
	 	Name:
	 	Title:
	 	Address:
	 	 
	ACKNOWLEDGED AND AGREED:	 
	 	 
	Authorized Signature:	 
	 	 
	[Purchaser]	 
	 	 
	By:	 
	Name:	 
	Title:	 
	Address:	 


 



    	 



    	 



    

 


EXHIBIT
I


 


FORM OF CERTIFICATION
REGARDING SERVICING CRITERIA TO BE

ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE


 


The assessment
of compliance to be delivered by the Custodian shall address, at a minimum, the criteria identified below with an "X"
as Servicing Criteria applicable to the Custodian:


 


	Regulation

    AB
 Reference	 	Servicing Criteria	 	Custodian
	 	 	 	 	 
	 	 	General Servicing Considerations	 	 
	 	 	 	 	 
	1122(d)(1)(i)	 	Policies and procedures are instituted to monitor any performance or other triggers and events
    of default in accordance with the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(1)(ii)	 	If any material servicing activities are outsourced to third parties, policies and procedures
    are instituted to monitor the third party’s performance and compliance with such servicing activities.	 	N/A
	 	 	 	 	 
	1122(d)(1)(iii)	 	Any requirements in the transaction agreements to maintain a back-up servicer for the pool
    assets are maintained.	 	N/A
	 	 	 	 	 
	1122(d)(1)(iv)	 	A fidelity bond and errors and omissions policy is in effect on the party participating in
    the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with
    the terms of the transaction agreements.	 	N/A
	 	 	 	 	 
	 	 	Cash Collection and Administration	 	 
	 	 	 	 	 
	1122(d)(2)(i)	 	Payments on pool assets are deposited into the appropriate bank collection accounts and related
    bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
    agreements.	 	N/A
	 	 	 	 	 
	1122(d)(2)(ii)	 	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only
    by authorized personnel.	 	N/A
	 	 	 	 	 
	1122(d)(2)(iii)	 	Advances of funds or guarantees regarding collections, cash flows or distributions, and any
    interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(2)(iv)	 	The related accounts for the transaction, such as cash reserve accounts or accounts established
    as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in
    the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(2)(v)	 	Each collection account is maintained at a federally insured depository institution as set
    forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution”
    with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule
    13k-1(b)(1) of the Securities Exchange Act.	 	N/A
	 	 	 	 	 
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	N/A


 



    	 



    	 



    

 


	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed securities
    related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically
    accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified
    in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation;
    and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their
    original identification, or such other number of days specified in the transaction agreements.	 	N/A
	 	 	 	 	 
	 	 	Investor Remittances and Reporting	 	 
	 	 	 	 	 
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the Commission, are maintained in accordance
    with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance
    with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance
    with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of
    pool assets serviced by the Servicer.	 	N/A
	 	 	 	 	 
	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution
    priority and other terms set forth in the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business days to the Servicer’s
    investor records, or such other number of days specified in the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree with cancelled checks, or other
    form of payment, or custodial bank statements.	 	N/A
	 	 	 	 	 
	 	 	Pool Asset Administration	 	 
	 	 	 	 	 
	1122(d)(4)(i)	 	Collateral or security on pool assets is maintained as required by the transaction agreements
    or related pool asset documents.	 	X
	 	 	 	 	 
	1122(d)(4)(ii)	 	Pool assets  and related documents are safeguarded as required by the transaction
    agreements	 	X
	 	 	 	 	 
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are made, reviewed and approved
    in accordance with any conditions or requirements in the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(4)(iv)	 	Payments on pool assets, including any payoffs, made in accordance with the related pool asset
    documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such
    other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow)
    in accordance with the related pool asset documents.	 	N/A
	 	 	 	 	 
	1122(d)(4)(v)	 	The Servicer’s records regarding the pool assets agree with the Servicer’s records
    with respect to an obligor’s unpaid principal balance.	 	N/A


 



    	 



    	 



    

 


	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor's pool assets
    (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction
    agreements and related pool asset documents.	 	N/A
	 	 	 	 	 
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu
    of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the
    timeframes or other requirements established by the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during the period a pool asset is delinquent
    in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period
    specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including,
    for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness
    or unemployment).	 	 N/A
	 	 	 	 	 
	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for pool assets with variable rates are computed
    based on the related pool asset documents.	 	N/A
	 	 	 	 	 
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds
    are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period
    specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable
    pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment
    of the related pool assets, or such other number of days specified in the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before
    the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that
    such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days
    specified in the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to be made on behalf of an obligor
    are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s
    error or omission.	 	N/A
	 	 	 	 	 
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s
    records maintained by the servicer, or such other number of days specified in the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(4)(xiv)	 	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance
    with the transaction agreements.	 	N/A
	 	 	 	 	 
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item
    1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	N/A


 



    	 



    	 



    

 


Annex
1


DOCUMENT TYPES
AND EXCEPTION CODES


 


DOCUMENT
TYPES


 


	Track Item Type	Doc Type
	COLLATERAL ITEM	 
	1003	Residential Loan Application
	1008	Underwriting and Transmittal Summary
	1994	1994 CHCH SECTY
	1995	1995 CHCH SECTY
	1996	1996 CHCH SECTY
	1997	1997 CHCH SECTY
	711A	GNMA 11711A
	711B	GNMA 11711B
	AAL1	ASSN/ASSN LEAS1
	AAL2	ASSN/ASSN LEAS2
	ACC1	ASUM CO. UCC1
	ACC3	ASUM-AMD/TRM CO
	ACCA	ACCT CTRL AGREE
	ACCP	ACCEPT & ASSUM ( COOP)
	ACS1	ASUM ST. UCC1
	ACS3	ASUM-AMD/TRM ST
	ADDM	ADDENDUM
	AFFD	NAME AFFIDAVIT
	AFFX	Affidavit of Affixation
	AGRE	ASSIGN OF AGREE
	ALCR	Assignment to Letter of Credit
	ALN1	ALLONGE 1
	ALN2	ALLONGE 2
	ALN3	ALLONGE 3
	ALN4	ALLONGE 4
	ALN5	ALLONGE 5
	ALN6	ALLONGE 6
	ALN7	ALLONGE 7
	ALN8	ALLONGE 8
	ALN9	ALLONGE 9
	ALNG	ALLONGE
	ALNI	ALLONGE INTRVN
	ALNV	ALLONGE FINAL
	AMOR	Amortization Schedule
	AMRT	AMORT. SCH.
	APL	ASSIGNMENT OF PROPERTY LEASE
	APPL	APPLICATION
	APPR	APPRAISAL
	AREC	ASN RECG AGREE
	ARM	ADJ RATE MORTG
	AS10	ASSIGNMENT 10
	AS11	ASSIGNMENT 11
	ASAG	ASSN-ASSU AGRMT
	ASCC	(New) ASCC
	ASGM	ASSN OF MTGE
	ASGN	(New) ASGN
	ASL1	ASSN 1 OF LEASE
	ASL2	ASSN 2 OF LEASE
	ASL3	ASSN 3 OF LEASE
	ASL4	ASSN 4 OF LEASE


 



    	 



    	 



    

 


	Track Item Type	Doc Type
	ASL5	ASSN 5 OF LEASE
	ASL6	ASSN 6 OF LEASE
	ASL7	ASSN 7 OF LEASE
	ASLQ	ASN LIQUOR LIC.
	ASLR	ASSN LEASE/RENT
	ASLV	LEASE INV ASSN
	ASN1	ASSIGNMENT 1
	ASN2	ASSIGNMENT 2
	ASN3	ASSIGNMENT 3
	ASN4	ASSIGNMENT 4
	ASN5	ASSIGNMENT 5
	ASN6	ASSIGNMENT 6
	ASN7	ASSIGNMENT 7
	ASN8	ASSIGNMENT 8
	ASN9	ASSIGNMENT 9
	ASNB	BLANKET ASSN
	ASNP	Assignment of Proprietary Lease
	ASNV	ASSN TO INVESTR
	ASNX	ASSIGNMENT 10+
	ASPW	ASG-PRMTS&WARRT
	ASSB	(New) ASSB
	ASSE	ASSETT MGR AGRT
	ASSM	ASSN SUB/MGMT
	ASSN	INT. ASSIGNMENT
	ASSO	ORIG ASSIGNMENT
	ASSU	ASSUMPTION
	ASUM	ASSUMPT AGREEMT
	ASV1	SUBSEQ PRIV ASN
	ASVB	BLNKT ASSN—INV
	ATTY	ATTY'S OPINION
	AVRF	Asset Verification
	BAIL	BAILEE LETER
	BALN	Balloon Mortgages
	BARC	(New) BARC
	BASN	BARCLAYS A/M
	BCIA	BLNKT CERT-GNMA
	BKST	Bank Statements
	BLNK	(c) Blank Description
	BOFS	BILL OF SALE
	BOND	LOST INSTR AFFD
	BORR	CERT OF BORROW
	BPO	Brokers Price Opinion
	BUYD	BUYDOWN AGREEMT
	CASH	CASH MANAGEMENT
	CEM	CONSOL/EXT AGRM
	CERI	REO Certificate of Insurance
	CERT	MIC/LGC
	CINL	(New) CINL
	CKLT	LOAN FILE CHECKLIST
	CNFS	CERT NONFOREIGN
	CNSV	Conservator Court Appointment
	COAG	Co-Ownership Agreement
	COFS	CONTRACT OF SALE
	COFT	CERT OF TITLE
	COM1	Combined Document Intervening Assignment 1
	COM2	Combined Document Intervening Assignment 2
	COM3	Combined Document Intervening Assignment 3


 



    	 



    	 



    

 


	Track Item Type	Doc Type
	COM4	Combined Document Intervening Assignment 4
	COM5	Combined Document Intervening Assignment 5
	COM6	Combined Document Intervening Assignment 6
	COM7	Combined Document Intervening Assignment 7
	COM8	Combined Document Intervening Assignment 8
	COM9	Combined Document Intervening Assignment 9
	COMB	COMBINATION DOC
	COMP	COMPLETION/REP
	COMV	Combined Document Final Assignment
	CONC	Construction Contract
	CONE	CONSENT (COOP)
	CONS	CONSOLIDATION
	CONT	CNTRCT FOR DEED
	CONV	CONVERSION AGMT
	COOP	CO-OP
	CORP	CORPORATE ASSN
	CRPT	Credit Report
	CSUB	COLL SUBMISSION
	CTRL	CRED.TENANT LSE
	CUST	CUSTODY AGREEMT
	DEE1	ADD'L DEED
	DEE2	2ND ADDL DEED
	DEED	DEED OF TRUST
	DEFR	Deferral Agreement
	DEFS	DEFEASANCE DOCUMENTS
	DOC	DOCUMENT
	DOFT	(New) DOFT
	EDV1	SUBSEQ PRIV END
	EMIC	Electronic MIC
	ENAS	ENVIR ASSESSMNT
	END1	ENDORSEMENT 1
	END2	ENDORSEMENT 2
	END3	ENDORSEMENT 3
	END4	ENDORSEMENT 4
	END5	ENDORSEMENT 5
	END6	ENDORSEMENT 6
	END7	ENDORSEMENT 7
	END8	ENDORSEMENT 8
	END9	ENDORSEMENT 9
	ENDI	Intervening Endorsement
	ENDV	FINAL ENDORSEMENT
	ENOT	Electronic Note
	ENVI	ENVIRO INDEMNIT
	EOMP	E&O POLICY
	ESCL	ESCROW LETTER
	ESCR	ESCROW AGREEMNT
	ESTO	ESTOPPEL L/A
	EXTN	Extension Agreement
	FDOC	Final Package-No Insuring Document
	FHFC	FHA Firm Commitment
	FHIN	FHA Insurance
	FHPN	FHA Project Number
	FHRA	FHA Regulatory Agreement
	FHUD	Final HUD
	FILE	LOAN FILE
	FILN	(New) FILN
	FIN	(New) FIN 


 



    	 



    	 



    

 


	Track Item Type	Doc Type
	FIN'	(New) FIN'
	FIN.	(New) FIN.
	FIN;	(New) FIN;
	FINL	FINAL PACKAGE
	FIXF	Fixture Filing
	FLIN	FLOOD INSURANCE
	FPLN	FHA Home Equity Conversion Mtg with Line of Credit Only Plan
	FPNT	1ST PAYMT NOTIC
	FRAN	FRANCHISE AGRMT
	FSCH	FILE SCHEDULE
	GFE	Good Faith Estimate
	GRND	GROUND LEASES
	GUAR	GUARANTEE AGMNT
	HAZA	HAZARD POLICY
	HEAA	Equity Access Agreement
	ICAG	INTERCREDITOR
	IFNL	(New) IFNL
	ILGC	INDIAN LGC
	INCL	INS CLOSE LETTR
	INIP	INITIAL PACKAGE
	INP	(New) INP
	INSU	GOVERNMENT INSURANCE
	INV2	(New) INV2
	INVA	INVESTOR ASSN
	INVC	(New) INVC
	IRCA	INTEREST RCA
	LAGR	LOAN AGREEMENT
	LAND	LAND HOME CONTRACT
	LCI	Lender’s Closing Instructions
	LCRD	LETTR OF CREDIT
	LEAS	LEASE DOCUMENT
	LEGL	LEGAL DESCR DOC
	LES1	ASSN OF LESS
	LES2	ASSN OF LES1
	LESS	LEASE ESTOPPEL
	LGC	LGC
	LIB	Lost Instrument Bond
	LIEN	Lienholder/ Security Interest Evidence
	LIFE	Life Insurance
	LLA	LOST LEASE AFFIDAVIT
	LLAP	Lender's Loan Approval
	LNA	LOST NOTE AFDVT
	LNG	LOAN NOTE GUAR.
	LSA	LOST STOCK AFFIDAVIT
	LSCH	LOAN SCHEDULE
	MEMO	MEMO DOCUMENT
	MERG	MERGER DOCUMENT
	MERS	MERS
	MFAM	Multi-Family Rider
	MFLG	MERS FLAG
	MGMT	ASSIGN OF MGMT
	MHCT	Mobile Home Certificate
	MHRD	Mobile Home Rider
	MIC	MIC
	MILR	(New) MILR
	MISC	MISC. DOCUMENTS
	MMIN	MERS ID NUMBER


 



    	 



    	 



    

 


	Track Item Type	Doc Type
	MOD	MODIFICATION
	MODF	MODIF AGREEMT
	MODN	MODIFICATION AGREEMENT FOR NOTE ONLY
	MORT	MORTGAGE
	MTG2	2nd Mortgage
	NDEF	Notice of Default
	NOLA	NOLA FORM
	NOT1	ADD'L NOTE
	NOT2	2ND ADDL NOTE
	NOTA	NOTICE OF ASN
	NOTE	MTG NOTE
	NRID	Note Rider
	NTAS	ASSIGNEE NOTICE
	NVA	(New) NVA
	OMNA	Intervening Assignment for Omnibus
	OMNI	OMNIBUS
	OMNV	Final Assignment for Omnibus
	OMVA	(New) OMVA
	OPER	OPERATIONS/MAIN
	OPIN	OPINION
	PART	Participation Agreement/Certificate
	PBND	Performance Bond
	PLSA	PLEDGE/SEC AGRE
	PMI	PRIV MORTG INS
	PMIS	PRIV. MORT INS
	POA	POWER OF ATTNY
	POFA	POWER OF ATTORN
	POOL	POOL PAPERS
	PORT	PORTFOLIO
	PPPA	Prepayment Penalty Addendum
	PRLS	PROPRIETARY LEASE
	PROL	PROPRIETARY LSE
	PTPL	PRELIM. TITLE POLICY
	PURL	PURCHASER LEASE
	QCLD	QUIT CLAIM DEED
	RAPR	RES. APPRAISAL
	RAS'	(New) RAS'
	RAS2	2ND ASSN SENT
	RAS3	3RD ASSN SENT
	RAS4	4TH ASSN SENT
	RASN	RECORDED ASSIGN
	RCAG	RECOGNITION AGREEMENT
	RCER	RECERT FORM
	REAG	RECIP EASE AGRE
	RECG	RECOGN AGREEMT
	RECO	RECONVEYANCE
	RECP	RECPT&CLSG CERT
	RELR	RELEASE REQUEST
	REOP	REO Phase Report
	REPL	REPLACEMENT RES
	REQU	REQUIRED REPAIR
	RIDR	RIDERS
	RLAP	RES. LOAN APPL.
	RTC	Right to Cancel
	SCER	STOCK CERT
	SCHD	POOL SCHEDULE
	SCON	Sales Contract


 



    	 



    	 



    

 


	Track Item Type	Doc Type
	SCRT	STOCK CERT
	SEC1	ASN OF SEC AGMT
	SEC2	Second Property Mortgage
	SEC3	Third Property Mortgage
	SECA	SECURITY AGREEMENT
	SECI	SECURITY INSTR
	SEVC	Final Assignment for Security Agreement
	SIGN	SIGNATURE AFFID
	SINS	SITE INSPECTION
	SPOW	STOCK POWER
	SPRG	SPREADER AGREMT
	SPWR	STOCK POWER
	SRID	Security Instrument Rider
	SRPT	Surveyor's Report
	STUB	Paystub
	SUB	SUBORDINATION
	SUBD	SUBORD AGREEMT
	SUBR	SUBORDINATION
	SUR1	FINAL SURVEY
	SURT	Surrender of Title/Origin Certificate
	SURV	SURVEY
	TAGR	TRUST AGREEMENT
	TAXR	Tax Returns
	TCMT	TITLE COMMITMENT
	TEND	Title Policy Endorsement
	TENT	TENANT ESTOPPEL
	TEST	TEST DOCUMENT
	TIL	Truth in Lending Disclosure Statement
	TILN	TRUTH IN LENDNG
	TITL	TITL - Converted
	TPOL	TITLE POLICY
	TRAN	(New) TRAN
	TRFL	MTG,ASSN & DOCS
	TRNS	TORRENS CERT
	TTRB	TRIAL BALANCE
	UARL	UNREC ASSN REL
	UC31	Intervening UCC3 County Assignment 1
	UC32	Intervening UCC3 County Assignment 2
	UC33	Intervening UCC3 County Assignment 3
	UC34	Intervening UCC3 County Assignment 4
	UC35	Intervening UCC3 County Assignment 5
	UC36	Intervening UCC3 County Assignment 6
	UC37	Intervening UCC3 County Assignment 7
	UC38	Intervening UCC3 County Assignment 8
	UC39	Intervening UCC3 County Assignment 9
	UC3I	UCC-3 INTV(CO)
	UC3U	Unfiled UCC3 to Blank
	UCC1	UCC-1 (CO)
	UCC2	UCC2 - Converted
	UCC3	UCC-3 (CO)
	UCS1	UCC-1 (ST)
	UCS3	UCC-3 (ST)
	US31	Intervening UCC3 State Assignment 1
	US32	Intervening UCC3 State Assignment 2
	US33	Intervening UCC3 State Assignment 3
	US34	Intervening UCC3 State Assignment 4
	US35	Intervening UCC3 State Assignment 5


 



    	 



    	 



    

 


	Track Item Type	Doc Type
	US36	Intervening UCC3 State Assignment 6
	US37	Intervening UCC3 State Assignment 7
	US38	Intervening UCC3 State Assignment 8
	US39	Intervening UCC3 State Assignment 9
	US3I	UCC-3 INTV (ST)
	VOE	Verification of Employment
	VOM	Verification of MTG
	VOR	Verification of Rent
	W2F	W2 Form
	WARD	WARRANTY DEED
	WDEB	WARRANTY DEED TO BUYER
	WDED	WARRANTY DEED
	WVOP	WRTN VAL OF PRP


 


EXCEPTION
CODES


 


	Code	Question Description
	01	Missing
	02	Document is Copy, Need Original
	03	Doc is a Copy, but not Certified True and Correct
	04	Pages are Missing from Document
	05	Damaged Document
	06	Incorrect Form
	07	Date is Incorrect
	08	Loan Number does not agree with Schedule
	09	Property Address does not agree with Schedule
	10	Interest Rate does not agree with Schedule
	11	Interest Rate (alpha & numeric) do not agree
	12	Date of First Payment does not agree with Schedule
	13	Date of Last Payment does not agree with Schedule
	14	Loan Amount does not agree with Schedule
	15	Loan Amount (alpha & numeric) do not agree
	16	Monthly P&I does not agree with Schedule
	17	P&I (alpha & numeric) do not agree
	18	Mortgagor Name(s) does not agree with Schedule
	19	Legal Description is Missing/Incorrect
	20	Unrecorded Original
	21	White-out / Corrections Not Initialed
	22	Endorsement(s) is Missing/Incorrect
	23	Notary, Acknowledgment, or Witness Information is Missing
	24	Name is Missing/Incorrect
	25	Signature(s) does not agree with Typed Name(s)
	26	Signature is Missing
	27	Signature is Not Original
	28	Signature Date is Missing
	29	Title Insurance Coverage is Insufficient
	30	Named Insured is Missing/Incorrect
	31	Trustee Name is Missing/Incorrect
	32	Guarantee Percentage is Missing
	33	Case Number does not agree with Schedule
	34	Commitment Number does not agree with Schedule
	35	Investor Loan Number does not agree with Schedule
	36	First Interest Rate Adjustment Date differs from Schedule
	37	The Margin does not agree with Schedule
	38	The Percent Rounded does not agree with Schedule
	39	The Periodic Cap does not agree with Schedule


 



    	 



    	 



    

 


	Code	Question Description
	40	The Lifetime Cap does not agree with Schedule
	41	ARM Convertibility Feature is Missing/Incorrect
	42	ARM Index is Missing/Incorrect
	43	ARM Lookback Period is Missing/Incorrect
	44	Schedule A is Incorrect
	45	County Missing/Incorrect
	46	Loan Reference Missing/Incorrect
	47	Incomplete Information
	48	Not Listed on Trial Balance (recertification code)
	49	Life Floor Does not Agree with Schedule
	50	Rate Adj Frequency Does Not Agree with Schedule
	51	Closing Date Does Not Agree with Schedule
	52	Document Does Not Belong in File
	53	Total Loan to Value does not agree with Schedule
	54	Property Type does not agree with Schedule
	55	Loan Purpose does not agree with Schedule
	56	Occupancy does not agree with Schedule
	57	Document is a "True & Correct" copy, need Original
	58	Prepayment Penalty Term differs from Schedule.
	59	Title Policy Assumption Endorsement Missing
	60	Break in Assignment Chain.
	61	Document is Missing, Need a Copy
	62	CLAIM, LIEN, INTEREST, ENCUMBRANCE, OR RESTRICTION EXISTS
	63	Mers Beneficiary Name Missing/Incorrect
	64	Duplicate Original in file
	65	Corrected MIC in file
	66	Rider Missing
	67	in File
	68	Certified True Copy
	69	Recorded Copy
	70	IN PROCESS AND\OR SUBMITTED FOR RECORDING
	71	Start date is incorrect.
	72	Max. principal sum doesn't agree with schedule.
	73	Advance limit amount doesn't agree with schedule.
	74	Initial advance doesn't agree with schedule.
	75	Monthly advance doesn't agree with schedule.
	76	Maturity fee doesn't agree with schedule.
	77	Equity share doesn't agree with schedule.
	78	Reserve acct. advance amount doesn't agree with schedule.
	79	Loan Percentage does not match the schedule
	80	Missing CO-OP documents
	81	Initial Fair Value does not match the schedule
	82	Compounding Amount does not match the schedule
	83	Initial Lending Value does not agree with Schedule
	84	Initial Annual Percentage Rate does not match Schedule
	85	Maximum Rate does not match Schedule
	86	RECEIVING BANK NAME DOES NOT AGREE
	87	ABA NUMBER DOES NOT AGREE
	88	MISSING
	89	ACCOUNT # DOES NOT AGREE
	90	LOST DOCUMENT - AFFIDAVIT IN FILE
	91	TRUST INFORMATION MISSING OR INCORRECT
	92	DOCUMENT BEING CREATED AND OR EXECUTED
	93	PAGES ARE MISSING FROM RECORDED DOC
	94	OUT FOR EXECUTION
	95	NOTARY, ACKNW., OR WITNESS INFO. MISSING FROM RECORDED DOC
	96	DOCUMENT IS AN UNRECORDED COPY, NEED RECORDED COPY


 



    	 



    	 



    

 


	Code	Question Description
	97	ADDITIONAL DOCUMENTS IN FILE
	98	Missing.  Title Commitment Received
	99	Document is a "True & Correct" Copy, need Original
	CM	MIC/LGC IS MISSING
	F1	Misc. Exception
	F2	Misc. Exception
	F3	Missing File
	F4	MISSING FILE
	MM	MORTGAGE/DEED OF TRUST IS MISSING
	NM	NOTE MISSING
	NR	NOT REVIEWED
	TM	TITLE POLICY MISSING
	02A	DOCUMENT IS A COPY, ASSIGNEE NAME IS MISSING
	09A	PROPERTY ADDRESS MISSPELLING OF ADDRESS
	09B	PROPERTY ADDRESS MISSPELLING OF CITY
	09C	Legal Description or Property Address missing
	100	RECORDING INFORMATION MISSING/INCORRECT
	101	VA ELIGIBILITY PERCENT
	102	VA VENDEE
	103	ADP CODE
	104	HUD REPO
	105	PRODUCT TYPE
	106	LAST RECORDED INTERIM ASSIGNMENT.
	107	ADP CODE NOT APPROVED.
	108	NOTE HELD AT FNMA/FHLMC CUSTODIAN
	109	REC'D ASUM NEED UCC AMENDMENT OR NEW FILING
	110	PORTFOLIO REVIEWED LOAN
	111	RECORDED DOCUMENT SENT TO BE RE-RECORDED
	112	Mortgagor name(s) does not agree with Assignment.(FHLB)
	113	Property address does not agree with Assignment.(FHLB)
	114	Note is not on a standard FNMA/FHLMC uniform instrument form
	115	Processing and or submitted for recording to issuer vendor.
	116	DOCUMENTS IN A FOREIGN LANGUAGE, CAN NOT BE REVIEWED
	117	Initial Rate Cap doesn't agree with schedule.
	118	Lost Note Affdidavit in File, Missing Copy of Note
	119	Lost Note Affidavit and Copy of Note in File
	120	Assignee Name Missing
	121	Recording Search and/or Confirmation of Filing
	122	Screen Print of Government Insurance Received
	123	Desc. of Easements and Encroachments does not agree with TPO
	124	Name of insured not  mortgagee and/or Sec'y of HUD
	125	NOT VERIFIED AS MERS REGISTERED
	126	 INTERIM FUNDER IS NOT BLANK
	127	PREPAYMENT CHARGE DOES NOT MATCH SCHEDULE
	128	Lender signature missing
	129	Balloon Call Date does not match system
	130	ARM DATA MISSING
	131	First rate Adjustment Min Rate does not agree with schedule
	132	First Rate Adjustment Max Rate does not agree with schedule
	134	Loan requires new FHLMC review
	135	Co-Borrower name does not agree with schedule
	136	CUSTODIAN NOT ON MERS SYSTEM
	137	WAREHOUSE LENDER NOT BLANK OR IS INCORRECT ON MERS SYSTEM
	138	INVESTOR INCORRECT ON MERS SYSTEM
	139	1st Payment Change Date differs from schedule
	140	Copy Missing
	141	MIN NUMBER is Missing/Incorrect


 



    	 



    	 



    

 


	Code	Question Description
	142	ARM Note Rounding Method differs from Schedule
	143	1st full amortizing payment date does not match the Schedule
	144	Amortization term does not match schedule
	145	IO Term Does Not Match Schedule
	146	Periodic Payment Cap does not agree with Schedule
	147	File Released in Excess of 30 days
	148	File Released-Attorney Bailee Terminated
	18A	Borrowers Age does not agree Schedule
	200	Lien release/short sale.
	20A	UNRECORDED ORIGINAL INVESTOR ASSIGNMENT
	21A	Document Initialed Inconsistently
	22A	NOTE ENDORSEMENT MISSING TYPED NAME OF SIGNER
	22B	NOTE ENDORSEMENT MISSING TITLE OF OFFICER
	22C	NOTE ENDORSEMENT IS DUPLICATE
	22D	NOTE ENDORSEMENT IS ILLEGIBLE
	22E	ALLONGE TYPED SIGNERS NAME IS MISSING
	22F	ALLONGE TITLE OF OFFICER MISSING
	22G	Allonge verbiage missing from Note
	22H	Endorsement subsequent to allonge is on note
	277	Signature is a facsimile.
	300	Evidence of title received, need title policy
	301	Standard form of Alta policy not received
	302	HUD Insurance Option does not match schedule
	303	Principal Limit does not match schedule
	304	Payment Option does not match schedule
	305	Expected Rate does not match schedule
	310	Max Claim Amount does not agree with Plan
	311	Monthly Servicing Fee does not agree with Plan
	41A	ARM Conversion/Modification Date is Missing/Incorrect
	440	Schedule A missing
	441	Schedule B missing
	490	ARM Ceiling does not agree with Schedule
	491	INTEREST RATE CAPS DO NOT MEET GNMA STANDARDS
	492	Subsequent Adjustment Floor does not agree with schedule
	493	Original Months to Maturity does not match Schedule
	494	Interest Rate Calculation Method does not match Schedule
	495	Payment Change Cap does not match Schedule
	496	First Mandatory Recast period does not match Schedule
	500	ASSIGNMENT TO BLANK S/B TO EMC MTG FROM:
	501	Pmt Change Frequency does not agree with schedule
	502	Draw period does not match schedule
	503	Repayment period  does not match schedule
	580	PREPAYMENT FLAG IS INCORRECT
	600	ENDORSEMENT TO BLANK S/B TO EMC MTG FROM:
	700	Submitted for Recording
	710	Repair Set-Aside Amount differs from Schedule
	730	Closing Cost does not Agree with Schedule
	731	Discharge of Lien does not Agree with Schedule
	732	Outstanding Balance does not Agree with Schedule
	800	File Received, Not Reviewed
	900	Bailee in Lieu of Note
	901	Recorded Document Missing
	905	Damaged Document on recorded Document
	909	Property address does not agree with sch. on recorded doc.
	914	Loan amount does not agree with schedule on recorded doc.
	918	Borrower name does not agree with sch. on recorded document
	919	Legal description missing/incorrect on recorded document


 



    	 



    	 



    

 


	Code	Question Description
	924	Name is Missing/Incorrect on recorded Document
	926	Signature is missing from recorded document
	947	Incomplete information on Recorded document
	990	Bailee in Lieu of File
	999	NOT REVIEWED
	AFM	FINAL ASSN MISSING/INCORRECT
	AI1	INTERIM (INTERVENING) ASSIGNMENT IS INCOMPLETE
	AI2	INTERIM (INTERVENING) ASSIGNMENT IS INCOMPLETE
	AI3	INTERIM (INTERVENING) ASSIGNMENT IS INCOMPLETE
	ALL	MISSING ALL DOCUMENTS
	AM1	INTERIM ASSN IS MISSING
	AM2	INTERIM (INTERVENING) ASSIGNMENT IS MISSING
	AM3	INTERIM (INTERVENING) ASSIGNMENT IS MISSING
	ANP	NOTARY INFORMATION IS MISSING/INCORRECT ON ASSIGNMENT
	EFI	FINAL (ISSUER TO BLANK/INVESTOR) ENDORSEMENT IS INCOMPLETE
	EFM	FINAL (ISSUER TO BLANK/INVESTOR) ENDORSEMENT IS MISSING
	EI1	INTERIM (INTERVENING) ENDORSEMENT IS INCOMPLETE
	EI2	INTERIM (INTERVENING) ENDORSEMENT IS INCOMPLETE
	EI3	INTERIM (INTERVENING) ENDORSEMENT IS INCOMPLETE
	EM1	INTERIM (INTERVENING) ENDORSEMENT IS MISSING
	EM2	INTERIM (INTERVENING) ENDORSEMENT IS MISSING
	EM3	INTERIM (INTERVENING) ENDORSEMENT IS MISSING
	END	MISSING ENDORSEMENT
	MIC	MIC/LGC is missing or incorrect
	MNP	NOTARY INFORMATION MISSING ON MORTGAGE
	NNP	NOTARY INFORMATION IS MISSING/INCORRECT ON NOTE
	NPI	MONTHLY P & I IS MISSING ON NOTE
	POA	MISSING POWER OF ATTORNEY
	RF1	BLUE SLIP-BUT RFC ASSGN IS REQUIRED
	SCH	PROPERTY ADDRESS ON NOTE IS DIFFERENT THAN SCHEDULE
	SPI	MONTHLY P & I ON SCHEDULE DOES NOT MATCH NOTE
	01CC	Cook County, IL Mortgage Missing Certificate
	101A	VA Eligibility AMT
	119A	Document not Addressed to Freddie Mac
	128A	Officer Name or Title Missing
	1706	PROPERTY ADDRESS ON NOTE IS DIFFERENT THAN 1706
	1708	MISSING RELEASE REQUEST
	A-01	OTHER LOAN #
	AAMT	FNMA ASSIGNMENT IS MISSING THE MORTGAGE AMT
	ACER	ASSIGNMENT COPY NEEDS TO BE ISSUER CERTIFIED
	ACOP	COPY OF ASSIGNMENT IS NOT COUNTY CERTIFIED
	ADAT	NOTE DATE REFERENCED ON ASSIGNMENT IS MISSING/INCORRECT
	AIM1	INTERIM (INTERVENING) ASSIGNMENT IS MISSING/INCORRECT
	AIM2	INTERIM (INTERVENING) ASSIGNMENT IS MISSING/INCORRECT
	AIM3	INTERIM (INTERVENING) ASSIGNMENT IS MISSING/INCORRECT
	ALEN	LENDER NAME IS INCORRECT ON ASSIGNMENT
	ANAM	BORROWER NAME IS MISSING ON ASSIGNMENT
	AOTH	OTHER ASSIGNMENT EXCEPTION
	AREC	ASSIGNMENT SHOWS NO EVIDENCE OF RECORDING
	AS33	MISSING ASSIGNMENT FROM PRINCIPAL TO FHLMC
	ASCC	ASSIGNMENT NEEDS TO BE ISSUER CERTIFIED
	ASEL	CORPORATE SEAL IS MISSING ON ASSIGNMENT
	ASGN	MISSING RECORDED RFC ASSIGNMENT
	ASIG	ASSIGNMENT IS NOT SIGNED BY ISSUING OFFICER
	ASN1	Assignment Exception
	ASN2	Assignment Exception
	ASN3	Assignment Exception


 



    	 



    	 



    

 


	Code	Question Description
	ASN5	Missing Original, Recorded Interim Assignment
	ASN6	Missing Assignment to GNMA
	ASN7	Missing Assignment to FNMA
	ASN8	Assn indicates Prin Mutual on Deed of Trust
	ASNE	ASSIGNEE NAME IS MISSING/INCORRECT ON ASSIGNMENT
	ASPE	MISSING INT ASSN FROM PUBLIC EMP RET SYSTEM TO PRIN
	ASPL	BORROWER NAME IS MISSPELLED ON FINAL ASSIGNMENT
	ASSE	MISSING INT ASSN FROM SECURITY PACIFIC TO CA EMP RET SYSTEM
	ASSN	Interim Assignment is missing or incorrect
	ASSO	Original Assignment is missing or incorrect
	AXTR	EXTRA UNNECESSARY ASSIGNMENT
	BLNK	BLNK DESCRIPTION
	CAMT	LOAN AMOUNT ON MIC/LGC DOES NOT MATCH MORTGAGE
	CCZC	CITY & ZIP CODE ON MIC BOTH DO NOT MATCH MORTGAGE
	CMAT	MATURITY DATE ON MIC DOES NOT MATCH MORTGAGE
	CNAM	MORTGAGOR NAME ON MIC/LGC DOES NOT MATCH MORTGAGE
	CNUM	HOUSE # ON MIC DOES NOT MATCH MORTGAGE
	COTH	OTHER CERT EXCEPTION
	CSIG	AUTHORIZATION SIGNATURE IS MISSING ON MIC/LGC
	CSTR	STREET NAME ON MIC DOES NOT MATCH MORTGAGE
	DOFT	Deed of Trust is missing or incorrect
	EDUP	DUPLICATE ENDORSEMENT NEEDS TO BE CANCELLED
	EIM1	INTERIM (INTERVENING) ENDORSEMENT IS MISSING/INCORRECT
	EIM2	INTERIM (INTERVENING) ENDORSEMENT IS MISSING/INCORRECT
	EINI	CANCELLED ENDORSEMENT IS NOT INITIALED BY AN OFFICER
	END1	INCORRECT ENDORSEMENT
	END2	Extra Endn from Prin Mutual to Prin Residential
	END3	MISSING BLANK ENDORSEMENT
	ENDN	MISSING ENDORSEMENT FROM NMI TO BLANK
	ENDP	MISSING ENDORSEMENT FROM PRINCIPAL TO BLANK
	EOTH	OTHER ENDORSEMENT EXCEPTION
	EV01	Tamper evident seal validation failed.
	EV02	DTD validation failed.
	EV03	Digital certificate could not be obtained.
	EV04	Digital certificate expired.
	EV05	Digital certificate authentication failed.
	EV06	Digital signature validation failed.
	EV07	Data/View comparison failed.
	EV08	MERS-MIN CRC check failed.
	EV09	Digital certificate not issued by valid SISAC issuer.
	EV10	Document hash does not match MERS eRegistry.
	EX01	MISSING FHLMC STAMP
	FFPM	FINAL PACKAGE IS MISSING
	FLIS	FILE RECEIVED IS NOT ON LIST
	FOOL	FILE RECEIVED DOES NOT BELONG IN POOL
	GONE	ENTIRE FILE IS MISSING
	I-01	Assignment is missing or incorrect
	I-03	Other exception
	I-04	Other exception
	INIT	CANCELLED NOTE ENDORSEMENT IS NOT INITIALLED BY OFFICER
	INVA	Missing Investor Assignment
	LEGL	LEGAL DESCRIPTION MISSING
	M-01	Miscellaneous Document Exceptions
	MCAS	FHA CASE NUMBER ON MORTGAGE DOES NOT MATCH MIC/LGC
	MCOP	COPY OF MORTGAGE IS NOT COUNTY CERTIFIED
	MINF	INFORMATION IS MISSING/INCORRECT ON MORTGAGE
	MMAT	MATURITY DATE MISSING/INCORRECT ON MORTGAGE


 



    	 



    	 



    

 


	Code	Question Description
	MNNA	NUMERIC AND ALPHA AMOUNTS DO NOT MATCH ON MORTGAGE
	MORT	MORTGAGE IS MISSING OR INCORRECT
	MOTH	OTHER MORTGAGE EXCEPTION
	MREC	MORTGAGE SHOWS NO EVIDENCE OF RECORDING
	MSIG	MORTGAGOR/CO-MORTGAGOR SIGNATURE MISSING ON MORTGAGE
	NAME	Different Name/Address
	NCOP	NOTE IS NOT ORIGINAL
	NDAT	FIRST/LAST PAYMENT DATE IS MISSING ON NOTE
	NINI	NOTE CORRECTION IS NOT INITIALLED
	NINT	INTEREST RATE IS MISSING ON NOTE
	NLEN	LENDER NAME IS MISSING ON NOTE
	NNNA	NUMERIC AND ALPHA LOAN AMOUNTS DO NOT MATCH ON NOTE
	NOT1	NOTE EXCEPTION
	NOT2	NOTE EXCEPTION
	NOTE	Note is missing or incorrect
	NOTH	OTHER NOTE EXCEPTION
	NRID	NOTE RIDER/ALLONGE/MODIFICATION IS NOT ORIGINAL
	NSIG	BORROWER SIGNATURE IS INCOMPLETE ON NOTE
	OBOR	DOCUMENT(S) IN THE FILE IS/ARE FOR OTHER BORROWER
	OEXC	OTHER MISCELLANEOUS EXCEPTION
	ONUM	OTHER LOAN # (FOR FHLMC)
	POAC	POWER OF ATTORNEY COPY IS NOT CERTIFIED
	POAM	POWER OF ATTORNEY IS MISSING
	RFC0	NOT STAMPED ARS BUT EXTRA ASSIGN
	RFC1	MISSING ASSIGNMENT(S)
	RFC2	MISSING RECORDED OR COUNTY CERTIFIED ASSIGNMENT(S)
	RFC3	ENDORSEMENT EXCEPTION
	RFC8	STAMPED ARS OR PINK SLIP BUT NOT MISSING ASSIGN
	RFC9	STAMPED ARS BUT IS MISSING ASSIGN
	SADR	PROPERTY ADDRESS ON SCHEDULE DOES NOT MATCH NOTE
	SAMT	ORIGINAL LOAN AMT ON SCHEDULE DOES NOT MATCH NOTE
	SCIT	CITY ON SCHEDULE DOES NOT MATCH NOTE
	SCZC	CITY & ZIP CODE BOTH DO NOT MATCH NOTE
	SDAT	FIRST/LAST PAYMENT DATES ON SCHEDULE DO NOT MATCH NOTE
	SIGN	BORROWER'S SIGNATURE IS INCOMPLETE ON NOTE
	SINF	LOAN INFORMATION ON SCHEDULE DOES NOT MATCH NOTE
	SINT	INTEREST RATE ON SCHEDULE DOES NOT MATCH NOTE
	SLAB	NAME ON SCHEDULE AND LABEL DOES NOT MATCH NOTE
	SNAM	NAME ON SCHEDULE DOES NOT MATCH NOTE
	SNUM	HOUSE # ON SCHEDULE DOES NOT MATCH NOTE
	SOTH	OTHER SCHEDULE EXCEPTION
	SPLA	BORROWER'S NAME IS MISSPELLED ON ASSIGNMENT
	SPLB	BORROWER'S NAME IS MISSPELLED ON SCHEDULE, FILE AND ASSIGN
	SSTR	STREET NAME ON SCHEDULE DOES NOT MATCH NOTE
	STAT	STATE ON SCHEDULE DOES NOT MATCH NOTE
	SZIP	ZIP CODE ON SCHEDULE DOES NOT MATCH NOTE
	TAMT	TITLE POLICY INSURANCE AMOUNT IS LESS THAN MORTGAGE
	TCOP	TITLE POLICY COPY MISSING ORIGINAL AUTHORIZED SIGNATURE
	TDAT	MORTGAGE DATE IN SCHEDULE "A" IS INCORRECT
	TDES	MORTGAGE DESCRIPTION IN SCHEDULE "A" IS INCORRECT
	TLGL	LEGAL DESCRIPTION IS MISSING FROM TITLE POLICY
	TMTG	MORTGAGE AMOUNT IN SCHEDULE "A" IS INCORRECT
	TNAM	NAME OF BORROWER IS INCORRECT ON TITLE POLICY
	TOTH	OTHER TITLE POLICY EXCEPTION
	TPOL	Title Policy is missing or incorrect