Unassociated Document


 


EXHIBIT 10.5


 




EXECUTION COPY

















 


CUSTODIAL AGREEMENT


 


Dated as of


 


February 1, 2011



























CITIBANK, N.A.,


as Trustee,







WELLS FARGO BANK, N.A.,


as Custodian,







WELLS FARGO BANK, N.A.,


as Master Servicer,







SEQUOIA RESIDENTIAL FUNDING, INC.,


as Depositor,







and







REDWOOD RESIDENTIAL ACQUISITION CORPORATION,


as Seller


 







 











  





  











  













TABLE OF CONTENTS


 


Page



	
Article 1

	
Definitions

	
1


	
Article 2

	
Custodial Terms

	
5


	
Section 2.1

	
Appointment of the Custodian

	
5


	
Section 2.2

	
Custodian Fees

	
5


	
Article 3

	
Custody of Mortgage Documents

	
5


	
Section 3.1

	
Delivery of Mortgage Files

	
5


	
Section 3.2

	
Review of Mortgage Files

	
8


	
Section 3.3

	
Certifications and Reports

	
8


	
Section 3.4

	
Release of Mortgage Files

	
9


	
Section 3.5

	
Inspection of Mortgage Files

	
10


	
Section 3.6

	
Copies of Mortgage Files

	
10


	
Section 3.7

	
Documents Missing From Mortgage Files

	
11


	
Article 4

	
Concerning the Custodian

	
11


	
Section 4.1

	
Custodian May Resign: Trustee May Remove Custodian.

	
11


	
Section 4.2

	
Merger or Consolidation of Custodian

	
12


	
Section 4.3

	
Limitation of Custodians Duties

	
12


	
Section 4.4

	
Standard of Care; Indemnification

	
14


	
Section 4.5

	
Force Majeure

	
15


	
Section 4.6

	
Accounting

	
15


	
Section 4.7

	
Compliance Certification

	
16


	
Section 4.8

	
Subcontracting

	
16


	
Article 5

	
Representations and Warranties

	
16


	
Section 5.1

	
Capital Requirements

	
16


	
Section 5.2

	
No Claims to Mortgage Loans

	
17











  





i











  














	
Article 6

	
Covenants

	
18


	
Section 6.1

	
Insurance

	
18


	
Section 6.2

	
Storage of Mortgage Files

	
18


	
Article 7

	
Miscellaneous

	
18


	
Section 7.1

	
Notices

	
18


	
Section 7.2

	
Entire Agreement

	
20


	
Section 7.3

	
Binding Nature of Agreement: Assignment

	
20


	
Section 7.4

	
Governing Law

	
20


	
Section 7.5

	
Recordation of Agreement

	
20


	
Section 7.6

	
Agreement for the Exclusive Benefit of Parties

	
20


	
Section 7.7

	
Counterparts

	
21


	
Section 7.8

	
Indulgences: Not Waivers

	
21


	
Section 7.9

	
Titles Not to Affect Interpretation

	
21


	
Section 7.10

	
Provisions Separable

	
21


	
Section 7.11

	
Conflict or Inconsistency

	
21


	
Section 7.12

	
Waiver of Trial by Jury

	
21


	
Section 7.13

	
Submission to Jurisdiction; Waivers

	
21


	
Section 7.14

	
Non-petition

	
22


	
Section 7.15

	
Termination

	
22


	
Signature Page

	  	
23











  





ii











  








EXHIBITS


 




	
EXHIBIT A

	
DELIVERY INSTRUCTIONS


	  	  
	
EXHIBIT B

	
DATA FORMAT


	  	  
	
EXHIBIT C

	
AUTHORIZED REPRESENTATIVES CERTIFICATION


	  	  
	
EXHIBIT D-1

	
INITIAL AUTHORIZED REPRESENTATIVES OF THE TRUSTEE


	  	  
	
EXHIBIT D-2

	
INITIAL AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR


	  	  
	
EXHIBIT D-3A

	
INITIAL AUTHORIZED REPRESENTATIVES OF FIRST REPUBLIC BANK, AS SERVICER


	  	  
	
EXHIBIT D-3B

	
INITIAL AUTHORIZED REPRESENTATIVES OF PHH MORTGAGE CORPORATION, AS SERVICER


	  	  
	
EXHIBIT D-3C

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


	  	  
	
EXHIBIT E

	
SCHEDULE OF FEES


	  	  
	
EXHIBIT F

	
REQUEST FOR RELEASE OF DOCUMENTS


	  	  
	
EXHIBIT G

	
FORM OF CERTIFICATION


	  	  
	
EXHIBIT H

	
FORM OF TRANSMITTAL LETTER


	  	  
	
EXHIBIT I

	
FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE


	  	  
	
ANNEX 1

	
DOCUMENT EXCEPTION CODES
















  





iii











  








CUSTODIAL AGREEMENT







THIS CUSTODIAL AGREEMENT dated as of February 1, 2011 (this “Custodial Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Citibank, N.A., not in its individual capacity but solely as trustee (as “Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2011-1 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2011 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Citibank, 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”  March 1, 2011.







“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 and Servicing 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.







“FRB”  First Republic Bank, a California corporation.







“FRB MLSA”  The Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation and FRB, as amended by the Assignment, Assumption and Recognition Agreement, dated March 1, 2011, by and among the Seller, the Depositor, the Trustee, and FRB, and acknowledged by the Master Servicer.







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






  





2











  








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







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







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







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







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







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







“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;











  





3











  









	
  

	
(19)

	
Interest only term;








	
  

	
(20)

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








	
  

	
(21)

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








	
  

	
(22)

	
Servicer loan ID.












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







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







“Mortgagor”  The obligor on a promissory note.







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







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







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


 

 


“PHH MLSA”  The Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, between Redwood Residential Acquisition Corporation and PHH, as amended by the Assignment, Assumption and Recognition Agreement, dated March 1, 2011, by and among the Seller, the Depositor, the Trustee, and PHH, and acknowledged by the Master Servicer.







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







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







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







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







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






  





4











  








“Seller”  Redwood Residential Acquisition Corporation, as seller of the Mortgage Loans under the Mortgage Loan Purchase and Sale Agreement, dated February 1, 2011, by and between Redwood Residential Acquisition Corporation and Sequoia Residential Funding, Inc.







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







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







ARTICLE 2.


CUSTODIAL TERMS







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







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








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








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







ARTICLE 3.


CUSTODY OF MORTGAGE DOCUMENTS







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






  





5











  








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








	
  

	
(i)

	
The original Mortgage Note, bearing all intervening endorsements, endorsed, “Pay to the order of                   , without recourse” and signed in the name of FRB or PHH, as applicable, by an authorized officer or, in the case of a Mortgage Loan serviced by FRB, if the original Mortgage Note has been lost or destroyed, a lost note affidavit.  In the event that the Mortgage Loan was acquired by FRB or PHH in a merger, the endorsement must be by FRB or PHH, as the case may be, as “[FRB/PHH], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by FRB or PHH while doing business under another name, the endorsement must be by FRB or PHH, as the case may be, “[FRB/PHH], formerly known as [previous
name]”.  In the event the mortgagee shown on the Mortgage Note is not FRB or PHH, the endorsement on the Mortgage Note must also reflect a complete chain of title to FRB or PHH, as applicable.














	
  

	
(ii)

	
The original Mortgage, or a copy of the Mortgage, with evidence of recording thereon certified by the appropriate recording office to be a true copy of the recorded Mortgage, or, if the original Mortgage has not yet been returned from the recording office, 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 FRB or PHH, as applicable, certifying that the copy is a true copy of the original of the Mortgage which has been delivered by such officer or attorney for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property.













	
  

	
(iii)

	
In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original assignment of the Mortgage from FRB or PHH, as the case may be, prepared in blank, which assignment shall be in form and substance acceptable for recording.  In the event that the Mortgage Loan was acquired by FRB or PHH in a merger, the assignment must be by FRB or PHH, as the case may be, “[FRB/PHH], successor by merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by FRB or PHH while doing business under another name, the assignment must be by FRB or PHH , as the case may be, “[FRB, PHH], formerly known as [previous name]”.  In the event the mortgagee shown in the Mortgage Note is not FRB or PHH, executed assignments of mortgage with respect to each originator and prior owner must be delivered. In the case of each
Mortgage Loan that is a MERS Mortgage Loan, the original assignment of the Mortgage from MERS, prepared in blank, which assignment shall be in a form and substance acceptable for recording.














	
  

	
(iv)

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











  





6











  









	
  

	
(v)

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













	
  

	
(vi)

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













	
  

	
(vii)

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













	
  

	
(viii)

	
With respect to a Mortgage Loan serviced by FRB, the original or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any.












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








	
  

	
(i)

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













	
  

	
(ii)

	
the original security agreement;













	
  

	
(iii)

	
the original proprietary lease and an original assignment of the proprietary lease in blank;













	
  

	
(iv)

	
the original recognition agreement;













	
  

	
(v)

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













	
  

	
(vi)

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













	
  

	
(vii)

	
the original UCC-3 assignment in blank.












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







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






  





7











  








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







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













Section 3.3.  Certifications and Reports.  Upon the completion of its review of each Mortgage File pursuant to Section 3.2 hereof, the Custodian shall deliver to the Trustee, the Depositor, the Seller, and the applicable 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.








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








Within 60 days after the Closing Date (as defined in the Pooling and Servicing Agreement), the Depositor shall complete or cause to be completed the assignments of mortgage (“Assignments of Mortgage”) in the name of “Citibank, N.A., as Trustee, for Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2011-1” (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. 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.







  





8











  








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







Section 3.4. Release of Mortgage Files.








	
  

	
(a)

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













	
  

	
(b)

	
Upon the purchase or repurchase of any Mortgage Loan or the substitution of any Mortgage Loan pursuant to the FRB MLSA, the PHH MLSA, or the Pooling and Servicing Agreement and within two Business Days of its receipt of a Request for Release, the Custodian will either (i) release the related Mortgage File to or upon the order of the requesting party, as directed in the Request for Release, or (ii) notify the requesting party in writing or in a mutually agreed upon electronic format of the Rejected Release Request and take no further action on the Request for Release.













	
  

	
(c)

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











  





9











  









	
  

	
(d)

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













	
  

	
(e)

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













	
  

	
(f)

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












Each person initially authorized to give and receive notices, requests and instructions and to deliver certificates and documents in connection with this Custodial Agreement on behalf of the Trustee, the Depositor, FRB, as a Servicer, PHH, as a Servicer, or the Master Servicer, is listed, together with the specimen signature for such person, on Exhibit D-1, Exhibit D-2, Exhibit D-3A, Exhibit D-3B and Exhibit D-3C hereof, respectively (each person so authorized from time to time, an “Authorized Representative”).







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







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







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






  





10











  








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







ARTICLE 4.


CONCERNING THE CUSTODIAN







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








	
  

	
(a)

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














	
  

	
(b)

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












  





11











  









	
  

	
(c)

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













	
  

	
(d)

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













	
  

	
(e)

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












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







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








	
  

	
(a)

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













	
  

	
(b)

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













	
  

	
(c)

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











  





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(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.













	
  

	
(k)

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













	
  

	
(l)

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













	 	
(m)

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













	
  

	
(n)

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












  





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







Section 4.4.  Standard of Care; Indemnification.









	 	
(a)

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
















	
  

	
(b)

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












  





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(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.













	
  

	
(d)

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












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







Section 4.6.  Accounting.  On or before March 1st of each calendar year, beginning with March 1, 2012, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall, at its own expense, cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Depositor, the Securities Administrator, the Seller and each Servicer a report to the effect that such firm that attests to, and reports on, the assessment made
by such asserting party pursuant to Section 4.7 below, which report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.







  





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Section 4.7.  Compliance Certification.  On or before March 1st of each calendar year, beginning with March 1, 2012, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with
respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”)
(§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.








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;












  





16











  









	
  

	
(b)

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













	
  

	
(c)

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













	
  

	
(d)

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













	
  

	
(e)

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













	
  

	
(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.







  





17











  








ARTICLE 6.


COVENANTS







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








	
  

	
(a)

	
fidelity insurance;













	
  

	
(b)

	
errors and omissions insurance;













	
  

	
(c)

	
theft of documents insurance; and













	
  

	
(d)

	
forgery insurance.












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







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







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 2011-1






  





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If to the Master Servicer:







Wells Fargo Bank, N.A.


P.O. Box 98


Columbia, MD  21046


Attention:  Client Manager – Sequoia Mortgage Trust 2011-1







(or, for overnight deliveries,


9062 Old Annapolis Road


Columbia, MD 21045


Attention:  Client Manager – Sequoia Mortgage Trust 2011-1)







If to the Trustee:







Citibank, N.A.


388 Greenwich Street, 14th Floor


New York, NY 10013


Attention:  Global Transaction Services – Sequoia Mortgage Trust 2011-1







If the Depositor:







Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941







If to the Seller:







Redwood Residential Acquisition Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage Trust 2011-1







If to FRB:







First Republic Bank


111 Pine Street


San Francisco, CA  94111


Attention: Tony Sachs







If to PHH:







PHH Mortgage Corporation


One Mortgage Way


Mt. Laurel, NJ  08054


Attention: Vice President, Servicing






  





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








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








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







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







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






  





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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;
















	 	
(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;













  





21











  










	 	
(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 FRB MLSA and the PHH MLSA or pursuant to the Pooling and Servicing Agreement, which repurchase shall be evidenced by a notice from the Securities Administrator to the Custodian stating that beneficial ownership of the Mortgage Loans has been transferred to their purchaser or purchasers, (b) the Custodian’s receipt of written notice from the Securities Administrator of the final payment or liquidation of the final Mortgage Loan held by the Custodian under this Custodial
Agreement or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any such Mortgage Loan, or (c) the final payment date of the Certificates as evidenced by a notice from the Securities Administrator to the Custodian, a copy of which notice shall be simultaneously delivered to the Depositor, and delivery of the Mortgage Files pursuant to the Trustee’s instructions.  Upon termination of this Custodial Agreement, the related Mortgage Files will be released by the Custodian in accordance with the Trustee’s written instructions.













[Signatures appear on the following  page.]











  





22











  








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












CITIBANK, N.A., as Trustee







By: /s/ Thomas Varcados


Name: Thomas Varcados


Title: Vice President

















WELLS FARGO BANK, N.A., as Custodian







By: /s/ Shirley E. Relph


Name: Shirley E. Relph


Title: Vice President


 







 







WELLS FARGO BANK, N.A., as Master Servicer







By: /s/ Sandra Whalen


Name: Sandra Whalen


Title: Vice President


 







 







SEQUOIA RESIDENTIAL FUNDING, INC.,


as Depositor








By: /s/ John Isbrandtsen


Name: John Isbrandtsen


Title: Authorized Officer



















REDWOOD RESIDENTIAL ACQUISITION 


CORPORATION, as Seller








By: /s/ John Isbrandtsen


Name: John Isbrandtsen


Title: Authorized Officer




 











  





23











  













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 February 1, 2011, between Citibank, N.A., as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”).







Effective ________________ (date), the undersigned, a duly authorized representative of [[FRB/PHH], as Servicer][Citibank, N.A., as Trustee][Sequoia Residential Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer], hereby designates each of the persons whose names, titles, and signatures appear below as an Authorized Representative under the Custodial Agreement.  This authorization will remain in place until such time as it is revoked, amended or 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 [[FRB/PHH], as Servicer][Citibank, N.A., as Trustee][Sequoia Residential Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer], this ___________ day of ______________, ___ .







By (signature): ___________________________________







Name:______________________________________________________________________________


Title: ______________________________________


Phone #: ________________   Fax #: _________________________







 


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


 


ACKNOWLEDGEMENT:


(Individual)







State of _____________________________ }ss.







County of               ___________________________}ss.







This instrument was acknowledged before me on ________________________ (date) by ________________________


______________________________________________________________________________________________





	  	
__________________________________________________________________________


	
(Seal)

	
(Signature of notarial officer)


	  	
My Commission Expires: ______________________________________




























  





  











  








EXHIBIT D-1







INITIAL AUTHORIZED REPRESENTATIVES OF THE TRUSTEE


















	
Name

	  	
Title

	  	
Specimen Signature


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  































  





  











  








EXHIBIT D-2







INITIAL AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR


















	
Name

	  	
Title

	  	
Specimen Signature


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  































  





  











  








EXHIBIT D-3A







INITIAL AUTHORIZED REPRESENTATIVES OF FIRST REPUBLIC BANK, AS SERVICER


















	
Name

	  	
Title

	  	
Specimen Signature


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  































  





  











  








EXHIBIT D-3B







INITIAL AUTHORIZED REPRESENTATIVES OF PHH MORTGAGE CORPORATION, AS SERVICER


















	
Name

	  	
Title

	  	
Specimen Signature


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  





















  





  











  








EXHIBIT D-3C







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


















	
Name

	  	
Title

	  	
Specimen Signature


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  


	
  

	  	
  

	  	
  
















  





  











  








EXHIBIT E







WELLS FARGO BANK, N.A.


SCHEDULE OF FEES FOR CUSTODY SERVICES TO BE PAID BY MASTER SERVICER







Transaction Charges:1







Annual Safekeeping Fee:


Per Mortgage File held at end of month







Final/trailing Documents – Rejected Trailing/Final Documents


Includes filing of documents in the Mortgage File,


Per occurrence







Release Requests/Rejected Release Requests


Standard Release


-48 hour turnaround time, excludes shipping expense


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


 Requests for Release







Rush Release Requests


24 hour turnaround time, excludes shipping expense







Shipping


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







File Reinstatements/Rejected File Reinstate


Reinstatements that cannot be accepted because the file is incomplete







Trust Receipts/ Certifications /Bailee Letters


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







File Pull Fee


           Per file includes research, etc.







Labeling of files


Includes the preparation and application of labels to files







Endorsement and Assignment Stamping


Per endorsement or assignment







Copies of Documents


Pull fee per file


Per single sided copy


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







Interfiling fee


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







File Folders  Includes placing documents not received in manila folder


_________________________ 



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








  





  











  








EXHIBIT F







REQUEST FOR RELEASE OF DOCUMENTS








	
To:

	
Wells Fargo Bank, N.A.

	
Date:  _______________


	  	
751 Kasota Avenue

	  
	  	
Minneapolis, MN 55414

	  
	  	
Attn: WFDC Release Department

	  











	
  

	
Re:

	
Custodial Agreement, dated as of February 1, 2011, among Citibank, N.A., as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)












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













	
Mortgage Loan Number: _______________________________

	
Investor Number: _________________


	  	  
	
Mortgagor Name, Address & Zip Code: __________________

	
Pool Number:____________________

















Reason for Requesting Documents (check one):








	
_______ 1. Mortgage Paid in Full

	  
	  	  
	
_______ 2. Foreclosure

	  
	  	  
	
_______ 3.  Substitution

	  
	  	  
	
_______  4. Other Liquidation

	  
	  	  
	
_______ 5. Non-liquidation

	
Reason:__________________






















By:____________________________________________


 (Authorized Signature)







Printed Name ___________________________________







[Servicer][Master Servicer] Name:__________________







Ship To Address: ___________________________


 




	  	
___________________________


	  	  
	
Phone:

	
___________________________













  





  











  











Custodian







Please acknowledge the execution of the above request by your signature and date below:








	  	  	
Date

	 
	
Signature

	  	  	 
	  	  	  	 
	
Documents returned to Custodian:

	  	  	 
	  	  	  	 
	  	  	
Date

	 
	
Custodian

	  	  	 
























  





  











  








EXHIBIT G







FORM OF CERTIFICATION







DATE







Citibank, N.A., as Trustee



388 Greenwich Street





New York, NY 10013




Attention:  Global Transaction Services – Sequoia Mortgage Trust 2011-1







Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage Trust 2011-1







Redwood Residential Acquisition Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage Trust 2011-1







First Republic Bank


111 Pine Street


San Francisco, CA  94111


Attention: Tony Sachs







PHH Mortgage Corporation


One Mortgage Way


Mt. Laurel, NJ  08054


Attention: Vice President, Servicing








	
  

	
Re:

	
Custodial Agreement, dated as of February 1, 2011, among Citibank, N.A., as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)












Ladies and Gentlemen:







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







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












WELLS FARGO BANK, N.A., as Custodian












By:_____________________________________


 


Name:___________________________________


 


Title:____________________________________


 






  





  











  








 

 


EXHIBIT H


 


FORM OF TRANSMITTAL LETTER


 


 


[Custodian Letterhead]


 







[ Date]












[Purchaser]


[Insert street address]


________________


________________


 







 



	
Re:

	
___________________________







 







Ladies and Gentlemen:


 


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







Capitalized terms used herein and not otherwise defined shall have the meanings set forth in that certain Custodial Agreement, dated as of February 1, 2011, among Citibank, N.A., as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian.







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







WIRE TRANSFER INSTRUCTIONS:


[to be provided by Securities Administrator]












 







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


 






  





  











  








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


 







Very truly yours,


 


WELLS FARGO BANK, N.A.,

as Custodian


 


 


By: __________________________________


Name:


Title:


Address:


 


 


 


 


 


ACKNOWLEDGED AND AGREED:







Authorized Signature:







[Purchaser]







By:


Name:


Title:


Address:






  





  











  








EXHIBIT I


 


FORM OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE


 


ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE


 


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


 


 








	
Regulation AB


Reference

	
Servicing Criteria

	  	  	  	
Custodian


	  	
General Servicing Considerations

	  	  	  	  
	
1122(d)(1)(i)

	
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

	  	  	  	
  N/A


	
1122(d)(1)(ii)

	
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

	  	  	  	
 N/A


	
1122(d)(1)(iii)

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

	  	  	  	
 N/A


	
1122(d)(1)(iv)

	
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

	  	  	  	
 N/A


	  	
Cash Collection and Administration

	  	  	  	  
	
1122(d)(2)(i)

	
Payments on pool assets are deposited into the appropriate bank collection accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(2)(ii)

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

	  	  	  	
 N/A


	
1122(d)(2)(iii)

	
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(2)(iv)

	
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(2)(v)

	
Each collection account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

	  	  	  	
 N/A











  





  











  














	
1122(d)(2)(vi)

	
Unissued checks are safeguarded so as to prevent unauthorized access.

	  	  	  	
 N/A


	
1122(d)(2)(vii)

	
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

	  	  	  	
 N/A


	  	
Investor Remittances and Reporting

	  	  	  	  
	
1122(d)(3)(i)

	
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.

	  	  	  	
 N/A


	
1122(d)(3)(ii)

	
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(3)(iii)

	
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(3)(iv)

	
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

	  	  	  	
 N/A


	  	
Pool Asset Administration

	  	  	  	  
	
1122(d)(4)(i)

	
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.

	  	  	  	
X











  





  











  














	
1122(d)(4)(ii)

	
Pool assets  and related documents are safeguarded as required by the transaction agreements

	  	  	  	
X


	
1122(d)(4)(iii)

	
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(4)(iv)

	
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

	  	  	  	
 N/A


	
1122(d)(4)(v)

	
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

	  	  	  	
 N/A


	
1122(d)(4)(vi)

	
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

	  	  	  	
 N/A


	
1122(d)(4)(vii)

	
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(4)(viii)

	
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

	  	  	  	
 N/A


	
1122(d)(4)(ix)

	
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

	  	  	  	
 N/A


	
1122(d)(4)(x)

	
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.

	  	  	  	
 N/A











  





  











  














	
1122(d)(4)(xi)

	
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(4)(xii)

	
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

	  	  	  	
 N/A


	
1122(d)(4)(xiii)

	
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

	  	  	  	
 N/A


	
1122(d)(4)(xiv)

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

	  	  	  	
 N/A


	
1122(d)(4)(xv)

	
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

	  	  	  	
 N/A







 
















  





  











  








Annex 1


 


DOCUMENT TYPES AND EXCEPTION CODES







DOCUMENT TYPES








	
Track Item Type

	
Doc Type


	
COLLATERAL ITEM

	  
	
1003

	
Residential Loan Application


	
1008

	
Underwriting and Transmittal Summary


	
1994

	
1994 CHCH SECTY


	
1995

	
1995 CHCH SECTY


	
1996

	
1996 CHCH SECTY


	
1997

	
1997 CHCH SECTY


	
711A

	
GNMA 11711A


	
711B

	
GNMA 11711B


	
AAL1

	
ASSN/ASSN LEAS1


	
AAL2

	
ASSN/ASSN LEAS2


	
ACC1

	
ASUM CO. UCC1


	
ACC3

	
ASUM-AMD/TRM CO


	
ACCA

	
ACCT CTRL AGREE


	
ACCP

	
ACCEPT & ASSUM ( COOP)


	
ACS1

	
ASUM ST. UCC1


	
ACS3

	
ASUM-AMD/TRM ST


	
ADDM

	
ADDENDUM


	
AFFD

	
NAME AFFIDAVIT


	
AFFX

	
Affidavit of Affixation


	
AGRE

	
ASSIGN OF AGREE


	
ALCR

	
Assignment to Letter of Credit


	
ALN1

	
ALLONGE 1


	
ALN2

	
ALLONGE 2


	
ALN3

	
ALLONGE 3


	
ALN4

	
ALLONGE 4


	
ALN5

	
ALLONGE 5


	
ALN6

	
ALLONGE 6


	
ALN7

	
ALLONGE 7


	
ALN8

	
ALLONGE 8


	
ALN9

	
ALLONGE 9


	
ALNG

	
ALLONGE


	
ALNI

	
ALLONGE INTRVN


	
ALNV

	
ALLONGE FINAL


	
AMOR

	
Amortization Schedule


	
AMRT

	
AMORT. SCH.


	
APL

	
ASSIGNMENT OF PROPERTY LEASE


	
APPL

	
APPLICATION


	
APPR

	
APPRAISAL


	
AREC

	
ASN RECG AGREE


	
ARM

	
ADJ RATE MORTG


	
AS10

	
ASSIGNMENT 10


	
AS11

	
ASSIGNMENT 11


	
ASAG

	
ASSN-ASSU AGRMT


	
ASCC

	
(New) ASCC


	
ASGM

	
ASSN OF MTGE


	
ASGN

	
(New) ASGN











  





  











  














	
ASL1

	
ASSN 1 OF LEASE


	
ASL2

	
ASSN 2 OF LEASE


	
ASL3

	
ASSN 3 OF LEASE


	
ASL4

	
ASSN 4 OF LEASE


	
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