Unassociated Document


    
 

     

    CUSTODIAL
AGREEMENT

     

     

     

     

     

     

    Dated as
of

     

    April 1,
2010

    


    


    


    


    


    WELLS
FARGO BANK, N.A.,

    as
Trustee,

    


    WELLS FARGO BANK,
N.A.,

    as
Custodian,

    


    SEQUOIA RESIDENTIAL FUNDING,
INC.,

    as
Depositor,

    


    and

    


    RWT HOLDINGS,
INC.,

    as
Seller

     

    


     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    Page

     

    
      
        	
                Article
      1

              	
                Definitions

              	
                1

              
	
                Article
      2

              	
                Custodial
      Terms

              	
                4

              
	
                Section
      2.1

              	
                Appointment
      of the Custodian

              	
                4

              
	
                Section
      2.2

              	
                Custodian
      Fees

              	
                4

              
	
                Article
      3

              	
                Custody
      of Mortgage Documents

              	
                4

              
	
                Section
      3.1

              	
                Delivery
      of Mortgage Files

              	
                4

              
	
                Section
      3.2

              	
                Review
      of Mortgage Files

              	
                6

              
	
                Section
      3.3

              	
                Release
      of Mortgage Files

              	
                6

              
	
                Section
      3.4

              	
                Inspection
      of Mortgage Files

              	
                7

              
	
                Section
      3.5

              	
                Copies
      of Mortgage Files

              	
                7

              
	
                Article
      4

              	
                Concerning
      the Custodian

              	
                7

              
	
                Section
      4.1

              	
                Custodian
      May Resign: Trustee May Remove Custodian.

              	
                7

              
	
                Section
      4.2

              	
                Merger
      or Consolidation of Custodian

              	
                8

              
	
                Section
      4.3

              	
                Limitation
      of Custodians Duties

              	
                8

              
	
                Section
      4.4

              	
                Standard
      of Care; Indemnification

              	
                9

              
	
                Section
      4.5

              	
                Liability
      of Custodian; Force Majeure

              	
                10

              
	
                Section
      4.6

              	
                Accounting

              	
                10

              
	
                Section
      4.7

              	
                Compliance
      Certification

              	
                10

              
	
                Section
      4.8

              	
                Subcontracting

              	
                10

              
	
                Article
      7

              	
                Representations
      and Warranties

              	
                10

              
	
                Section
      5.1

              	
                Capital
      Requirements

              	
                10

              
	
                Section
      5.2

              	
                Existence
      and Power

              	
                11

              
	
                Section
      5.3

              	
                No
      Claims to Mortgage Loans

              	
                11

              
	
                Article
      6

              	
                Covenants

              	
                11

              
	
                Section
      6.1

              	
                Insurance

              	
                11

              
	
                Section
      6.2

              	
                Storage
      of Mortgage Files

              	
                11

              
	
                Article
      7

              	
                Miscellaneous

              	
                11

              
	
                Section
      7.1

              	
                Notices

              	
                11

              


      

    

    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    


    
      
        	
                Section
      7.2

              	
                Entire
      Agreement

              	
                12

              
	
                Section
      7.3

              	
                Binding
      Nature of Agreement: Assignment

              	
                12

              
	
                Section
      7.4

              	
                Governing
      Law

              	
                12

              
	
                Section
      7.5

              	
                Recordation
      of Agreement

              	
                13

              
	
                Section
      7.6

              	
                Agreement
      for the Exclusive Benefit of Parties

              	
                13

              
	
                Section
      7.7

              	
                Counterparts

              	
                13

              
	
                Section
      7.8

              	
                Indulgences:
      Not Waivers

              	
                13

              
	
                Section
      7.9

              	
                Titles
      Not to Affect Interpretation

              	
                13

              
	
                Section
      7.10

              	
                Provisions
      Separable

              	
                13

              
	
                Section
      7.11

              	
                Conflict
      or Inconsistency

              	
                13

              
	
                Section
      7.12

              	
                Waiver
      of Trial by Jury

              	
                14

              
	
                Section
      7.13

              	
                Submission
      to Jurisdiction; Waivers

              	
                14

              
	
                Signature
      Page

              	 
      	
                14

              


      

    

     

    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-3

            	
              INITIAL
      AUTHORIZED REPRESENTATIVES OF THE
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

            


    

    


    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    CUSTODIAL
AGREEMENT

    


    THIS CUSTODIAL AGREEMENT dated as of
April 1, 2010 (this “Custodial
Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian,
RWT Holdings, Inc., as seller, Sequoia Residential Funding, Inc., as depositor,
and Wells Fargo Bank, N.A., as trustee (as “Trustee”) for the
benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through
Certificates, Series 2010-H1 (the “Mortgage
Certificates”), issued pursuant to the Pooling Agreement, dated as of
April 1, 2010 (the “Pooling Agreement”),
by and between Wells Fargo Bank, N.A., 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.

    


    “Authorized
Representative”  As defined in Section 3.4 hereof.

    


    “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.

    


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

    


    “Closing
Date”  April 28, 2010.

    


    “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.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    “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
Agreement.

    


    “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.

    


    “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.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    “MMLPSA”  The
Master Mortgage Loan
Purchase and Servicing Agreement, dated as of March 1, 2010, between RWT
Holdings, Inc., and CitiMortgage, Inc., as amended by the Assignment,
Assumption and Recognition Agreement, dated April 1, 2010, by and among the
Seller, the Depositor, the Trustee, and the Servicer.

    


    “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.

    


    “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.

            


    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    “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.

    


    “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).

    


    “Pooling
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.

    


    “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 the Trustee or the Servicer of a Mortgage File
either in an electronic format or signed by an Authorized Representative of the
Trustee or the Servicer, respectively, in the form attached hereto as Exhibit
F.

    


    “Seller”  RWT Holdings,
Inc., as seller of the Mortgage Loans under the Mortgage Loan Purchase
and Sale Agreement, dated April 1, 2010, by and between RWT Holdings, Inc., and
Sequoia Residential Funding, Inc.

    


    “Servicer”  CitiMortgage,
Inc., and its successors and assigns, as servicer of the Mortgage Loans
under the MMLPSA.

    


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

    


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    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 Trustee 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 Trustee 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
Agreement.

    


    All of the Custodian’s fees and
expenses shall be due upon receipt of an invoice from the
Custodian.  The Trustee 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 Trustee 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.

    


    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:

    


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

    


    
      	
               
      

            	
              (i)

            	
              The
      original Mortgage Note endorsed, “Pay to the order
      of                   ,
      without recourse” and signed in the name of CitiMortgage, Inc., by an
      authorized officer.  In the event that the Mortgage Loan was
      acquired by CitiMortgage, Inc., in a merger, the endorsement must be by
      “CitiMortgage, Inc., successor by merger to [name of predecessor]”; and in
      the event that the Mortgage Loan was acquired or originated by
      CitiMortgage, Inc., while doing business under another name, the
      endorsement must be by “CitiMortgage, Inc., formerly known as [previous
      name]”.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (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, an electronic 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 CitiMortgage, Inc., 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 CitiMortgage, Inc., prepared in
      blank, which assignment shall be in form and substance acceptable for
      recording.  In the event that the Mortgage Loan was acquired by
      CitiMortgage, Inc., in a merger, the assignment must be by “CitiMortgage,
      Inc., successor by merger to [name of predecessor]”; and in the event that
      the Mortgage Loan was acquired or originated by CitiMortgage, Inc., while
      doing business under another name, the assignment must be by
      “CitiMortgage, Inc., formerly known as [previous
  name]”.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      original policy of title insurance, or, if the policy has not yet been
      issued an electronic copy of the written commitment or interim binder
      issued by the title insurance company, dated and certified as of the date
      the Mortgage Loan was funded, with a statement by the title insurance
      company or closing attorney on such binder or commitment that the priority
      of the lien of the related Mortgage during the period between the date of
      the funding of the related Mortgage Loan and the date of the related title
      policy (which title policy shall be dated the date of recording of the
      related Mortgage) is insured.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Originals,
      or certified true copies from the appropriate recording office, of any
      intervening assignments of the Mortgage with evidence of recording
      thereon, or, if the original intervening assignment has not yet been
      returned from the recording office, a certified copy of such
      assignment.

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Originals
      or copies of all assumption and modification agreements, if
      any.

            


    

    


    
      	
               
      

            	
              (vii)

            	
              Original
      or copy of power of attorney, if
applicable.

            


    

    


    
      	
              (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;

            


    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (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.

    


    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 (vii) 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 Servicer (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.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    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 30 days after the Closing Date
(as defined in the Pooling Agreement), the Depositor shall complete or cause to
be completed the assignments of mortgage (“Assignments of
Mortgage”) in the name of “Wells Fargo Bank, N.A., as Trustee, for
Sequoia Mortgage Trust 2010-H1 Mortgage Pass-Through Certificates” (or shall
prepare or cause to be prepared new forms of Assignment of Mortgage so completed
in the name of the Trustee) for each 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.

    


    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.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    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 Servicer, as
      directed in the Request for Release, or (ii) notify the Servicer 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 MMLPSA or the Pooling 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 Servicer, as directed in the Request for Release, or (ii) notify the
      Servicer 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
      Servicer as directed in the Request for Release, or (ii) notify the
      Servicer 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 the Trustee, 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, the Trustee will provide the
      Custodian written notification of its release of interest in such Mortgage
      Loans;

            


    

    


    
      	
              (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 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 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.

            


    

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    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 or the Servicer is listed, together with the specimen
signature for such person, on Exhibit D-1, Exhibit D-2 and Exhibit D-3 hereof,
respectively (each person so authorized from time to time, an “Authorized
Representative”).

    


    From time to time, the Trustee, the
Depositor, the Seller, or the Servicer shall 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, the Servicer, or the agent of the Servicer, may inspect and
examine, at any time during ordinary business hours of the Custodian, any or all
Mortgage Files in the possession, or under the control of, the
Custodian.  The 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
Trustee shall pay copy fees and expenses as provided in Exhibit E attached
hereto.

    


    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.

            


    

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    
      	
              (b)

            	
              The
      Trustee may remove the Custodian 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, the Trustee shall pay any release fee charged by
      the Custodian.  In the event of any 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 Custodian is removed
      by the Trustee due to a breach of this Agreement by the Custodian or by
      the Trustee if no such breach has occurred.  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 Trustee hereunder, then such transfer shall be at the expense of
      the Trustee.

            


    

    


    
      	
              (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 Trustee 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 Trustee 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.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    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;

            


    

    


    
      	
              (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.

            


    

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    
      	
              (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 Trustee, the Servicer, 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 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 Servicer, which
      shall give a direction consistent with such court
      determination.  The Custodian and the Trustee shall have no
      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
      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
      Agreement.

            


    

    


    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.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    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 and
      the Trustee and each of their directors, officers, employees and agents
      from and against any and all loses, 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.

            


    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    
      	
              (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 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, 2011, until 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 Trustee 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 Seller and the 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, 2011, until 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 Trustee to file Exchange Act reports, the Custodian shall deliver
to the Depositor, the Seller and the 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.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    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.

            


    

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    
      	
              (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.

            


    

    


    
      	
              (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.

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    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.

    


    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 2010-H1

    


    If to the
Trustee:

    


    Wells
Fargo Bank, N.A.

    9062 Old
Annapolis Road

    Columbia,
Maryland 21045

    Attention:
Client Manager—Sequoia Mortgage Trust 2010-H1

    


    If the
Depositor:

    


    Sequoia
Residential Funding, Inc.

    One
Belvedere Place, Suite 330

    Mill
Valley, CA 94941

    Attention:  Sequoia
Mortgage Trust 2010-H1

    


    If to the
Seller:

    


    RWT
Holdings, Inc.

    One
Belvedere Place, Suite 330

    Mill
Valley, CA 94941

    Attention:  Sequoia
Mortgage Trust 2010-H1

    


    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    If to the
Servicer:

    


    CitiMortgage,
Inc.

    1000
Technology Drive, MS 55

    O’Fallon,
Missouri 63368

    Attention:
Capital Markets, with a copy to Investor Reporting Department, MS
313

    


    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 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 the 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.

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    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.

    


    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;

            


    

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    
      	
              (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

            


    

    


    
      	
              (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 Servicing Agreement, which repurchase shall be evidenced by a
notice from the Trustee to the Custodian stating that beneficial ownership of
the Mortgage Loans has been transferred to the Servicer or other purchaser, (b)
the Custodian’s receipt of written notice from the Trustee 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 Trustee 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.]

    


    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


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

    


    


    WELLS FARGO BANK, N.A., as
Trustee

    


    By:
___________________________________

    Name:
_________________________________

    Title:
__________________________________

    


    


    


    WELLS FARGO BANK, N.A., as
Custodian

    


    By:
___________________________________

    Name:
_________________________________

    Title:
__________________________________

     

    


     

    


    SEQUOIA RESIDENTIAL FUNDING,
INC.,

    as
Depositor

    


    By:
___________________________________

    Name:
_________________________________

    Title:
__________________________________

    


    


    


    RWT HOLDINGS, INC., as
Seller

    


    By:
___________________________________

    Name:
_________________________________

    Title:
__________________________________

     

    


    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    


    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

              
	
                Field
      Header Name

              	
                Type

              	
                Formatting

              	
                Max
      Length

              	
                Description

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        	
                ARMFLOOR

              	
                Numeric

              	
                3.6

              	
                9

              	
                ARM
      Floor

              
	
                ARMINDEX

              	
                Varchar(10)

              	 
      	
                10

              	
                ARM
      Index Source

              
	
                ARMIDXRATE

              	
                Numeric

              	
                3.6

              	
                9

              	
                ARM
      Index Rate

              
	
                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

              


      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          	
                  Field
      Header Name

                	
                  Type

                	
                  Formatting

                	
                  Max
      Length

                	
                  Description

                
	
                  COUNTY

                	
                  Varchar(40)

                	 
      	
                  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

                
	
                  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 April 1, 2010, between
Wells Fargo Bank, N.A., as Trustee, RWT Holdings, Inc., as Seller, Sequoia
Residential Funding, Inc., as Depositor, and Wells Fargo Bank, N.A., as
Custodian (the “Custodial Agreement”).

    


    Effective
________________ (date), the undersigned, a duly authorized representative of
[CitiMortgage, Inc., as Servicer][Wells Fargo Bank, N.A., as Trustee][Sequoia
Residential Funding, Inc., as Depositor], 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 supplement 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 [CitiMortgage, Inc., as
Servicer][Wells Fargo Bank, N.A., as Trustee][Sequoia Residential Funding, Inc.,
as Depositor], 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-3

    


    INITIAL
AUTHORIZED REPRESENTATIVES OF THE SERVICER

    


    


    


    
      	
              Name

            	 
      	
              Title

            	 
      	
              Specimen
      Signature

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E

    


    WELLS
FARGO BANK, N.A.

    SCHEDULE
OF FEES FOR CUSTODY SERVICES TO BE PAID BY TRUSTEE

    


    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
Servicer shall be required to pay shipping expenses for any Mortgage File (a) if
there has been a breach of any representation or warranty made with respect to
the related Mortgage Loan in Section 6.01 or 6.02 of the MMLPSA or (b) if the
Servicer has elected to terminate the Trust Fund pursuant to Section 13(e) of
the Acknowledgment (as defined in the Pooling Agreement).  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 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 Trustee by the Custodian

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
F

    


    REQUEST
FOR RELEASE OF DOCUMENTS

    


    
      	
              To:

            	
              Wells
      Fargo Bank, N.A.

            	
              Date:  _______________

            
	 
      	
              751
      Kasota Avenue

            	 
      
	 
      	
              Mpls.,
      MN  55414

            	 
      
	 
      	
              Attn:  WFDC
      Release Department

            	 
      


    

    


    
      	
               
      

            	
              Re:

            	
              Custodial
      Agreement, dated as of April 1, 2010, between Wells Fargo Bank, N.A., as
      Trustee, RWT Holdings, Inc., as Seller, Sequoia Residential Funding, Inc.,
      as Depositor, 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:__________________

            
	 
      	 
      
	 
      	
              For
      CMI Use Only:_____________

            


    

    


    By:____________________________________________

    (Authorized
Signature)

    


    Printed
Name ___________________________________

    


    Servicer
Name:________CitiMortgage,
Inc.__________

    


     Ship To Address:
_____20 Commerce
Drive, M.S. 470__

    


    
      	
               
      

            	
              _______O'Fallon,
      MO  63366_________

            


    

    


    
      	
              Phone:

            	
              ______  636-240-4200________________

            


    

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    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

    


    Wells
Fargo Bank, N.A., as Trustee

    
      9062 Old
Annapolis Road

    

    
      Columbia,
Maryland 21045

    

    
      Attention:
Client Manager—Sequoia Mortgage Trust 2010-H1

    

    


    Sequoia
Residential Funding, Inc.

    One
Belvedere Place, Suite 330

    Mill
Valley, CA 94941

    Attention:  Sequoia
Mortgage Trust 2010-H1

    


    RWT
Holdings, Inc.

    One
Belvedere Place, Suite 330

    Mill
Valley, CA 94941

    Attention:  Sequoia
Mortgage Trust 2010-H1

    


    CitiMortgage,
Inc.

    1000
Technology Drive, MS 55

    O’Fallon,
Missouri 63368

    Attention:
[ ]

    


    
      	
               
      

            	
              Re:

            	
              Custodial
      Agreement, dated as of April 1, 2010, between Wells Fargo Bank, N.A., as
      Trustee, RWT Holdings, Inc., as Seller, Sequoia Residential Funding, Inc.,
      as Depositor, 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 April [__], 2010, between Wells
Fargo Bank, N.A., as Trustee, RWT Holdings, Inc., as Seller, Sequoia Residential
Funding, Inc., as Depositor, 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 Trustee]

    


    


     

    


    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.

                                                	 
      	 
      	 
      	 
      
	
                                                  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.

                                                	 
      	 
      	 
      	 
      
	
                                                  1122(d)(1)(iii)

                                                	
                                                  Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the pool assets are maintained.

                                                	 
      	 
      	 
      	 
      
	
                                                  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.

                                                	 
      	 
      	 
      	 
      
	 
      	
                                                  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.

                                                	 
      	 
      	 
      	 
      
	
                                                  1122(d)(2)(ii)

                                                	
                                                  Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

                                                	 
      	 
      	 
      	 
      
	
                                                  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.

                                                	 
      	 
      	 
      	 
      
	
                                                  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.

                                                	 
      	 
      	 
      	 
      
	
                                                  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.

                                                	 
      	 
      	 
      	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        1122(d)(2)(vi)

                                      	
                                        Unissued
      checks are safeguarded so as to prevent unauthorized
    access.

                                      	 
      	 
      	 
      	 
      
	
                                        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.

                                      	 
      	 
      	 
      	 
      
	 
      	
                                        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.

                                      	 
      	 
      	 
      	 
      
	
                                        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.

                                      	 
      	 
      	 
      	 
      
	
                                        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.

                                      	 
      	 
      	 
      	 
      
	
                                        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.

                                      	 
      	 
      	 
      	 
      
	 
      	
                                        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.

                                    	 
      	 
      	 
      	 
      
	
                                      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.

                                    	 
      	 
      	 
      	 
      
	
                                      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.

                                    	 
      	 
      	 
      	 
      
	
                                      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.

                                    	 
      	 
      	 
      	 
      
	
                                      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.

                                    	 
      	 
      	 
      	 
      
	
                                      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).

                                    	 
      	 
      	 
      	 
      
	
                                      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.

                                    	 
      	 
      	 
      	 
      
	
                                      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.

                                    	 
      	 
      	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  	
                          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.

                        	 
      	 
      	 
      	 
      
	
                          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.

                        	 
      	 
      	 
      	 
      
	
                          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.

                        	 
      	 
      	 
      	 
      
	
                          1122(d)(4)(xiv)

                        	
                          Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.

                        	 
      	 
      	 
      	 
      
	
                          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.

                        	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    

     

    


    


    


    


    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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