EXHIBIT 10.6


 


CUSTODIAL
AGREEMENT


 


Dated as of
May 1, 2013


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,


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	10
	 	 	 	 
	Article 3A	Custody of Credit File Documents and Underwriting
    Guidelines	10
	 	 	 	 
	 	Section 3A.1	Delivery of Credit Files	10
	 	 	 	 
	 	Section 3A.2	Confirmation of Receipt of Credit Files	11
	 	 	 	 
	 	Section 3A.3	Credit File Certifications and Reports	11
	 	 	 	 
	 	Section 3A.4	Requests for Credit Files	11
	 	 	 	 
	 	Section 3A.5	Images Missing from Credit Files	12
	 	 	 	 
	 	Section 3A.6	Retention of Underwriting Guidelines	12
	 	 	 	 
	Article 4	Concerning the Custodian	12
	 	 	 	 
	 	Section 4.1	Custodian May Resign: Trustee May Remove Custodian.	12
	 	 	 	 
	 	Section 4.2	Merger or Consolidation of Custodian	13
	 	 	 	 
	 	Section 4.3	Limitation of Custodians Duties	13


 




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	 	Section 4.4	Standard of Care; Indemnification	15
	 	 	 	 
	 	Section 4.5	Force Majeure	16
	 	 	 	 
	 	Section 4.6	Accounting	17
	 	 	 	 
	 	Section 4.7	Compliance Certification	17
	 	 	 	 
	 	Section 4.8	Subcontracting	17
	 	 	 	 
	Article 5	Representations and Warranties	18
	 	 	 	 
	 	Section 5.1	Capital Requirements	18
	 	 	 	 
	 	Section 5.2	No Claims to Mortgage Loans	18
	 	 	 	 
	Article 6	Covenants	19
	 	 	 	 
	 	Section 6.1	Insurance	19
	 	 	 	 
	 	Section 6.2	Storage of Mortgage Files	19
	 	 	 	 
	Article 7	Miscellaneous	19
	 	 	 	 
	 	Section 7.1	Notices	19
	 	 	 	 
	 	Section 7.2	Entire Agreement	21
	 	 	 	 
	 	Section 7.3	Binding Nature of Agreement: Assignment	21
	 	 	 	 
	 	Section 7.4	Governing Law	21
	 	 	 	 
	 	Section 7.5	Recordation of Agreement	21
	 	 	 	 
	 	Section 7.6	Agreement for the Exclusive Benefit of Parties	22
	 	 	 	 
	 	Section 7.7	Counterparts	22
	 	 	 	 
	 	Section 7.8	Indulgences: Not Waivers	22
	 	 	 	 
	 	Section 7.9	Titles Not to Affect Interpretation	22
	 	 	 	 
	 	Section 7.10	Provisions Separable	22
	 	 	 	 
	 	Section 7.11	Conflict or Inconsistency	22
	 	 	 	 
	 	Section 7.12	Waiver of Trial by Jury	22
	 	 	 	 
	 	Section 7.13	Submission to Jurisdiction; Waivers	22
	 	 	 	 
	 	Section 7.14	Non-petition	23
	 	 	 	 
	 	Section 7.15	Termination	23
	 	 	 	 
	Signature Page	 	24


  




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EXHIBITS


 


	EXHIBIT A	 	DELIVERY INSTRUCTIONS
	 	 	 
	EXHIBIT B	 	DATA FORMAT
	 	 	 
	EXHIBIT C	 	AUTHORIZED REPRESENTATIVES CERTIFICATION
	 	 	 
	EXHIBIT D-1	 	INITIAL AUTHORIZED REPRESENTATIVES OF THE TRUSTEE
	 	 	 
	EXHIBIT D-2	 	INITIAL AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR
	 	 	 
	EXHIBIT D-3	 	INITIAL AUTHORIZED REPRESENTATIVES OF ORIGINATORS
    AND SERVICERS
	 	 	 
	EXHIBIT D-4	 	INITIAL AUTHORIZED REPRESENTATIVES OF WELLS FARGO
    BANK, N.A., AS MASTER SERVICER
	 	 	 
	EXHIBIT E	 	SCHEDULE OF FEES
	 	 	 
	EXHIBIT F	 	REQUEST FOR RELEASE OF DOCUMENTS
	 	 	 
	EXHIBIT G	 	FORM OF CERTIFICATION
	 	 	 
	EXHIBIT H	 	FORM OF TRANSMITTAL LETTER
	 	 	 
	EXHIBIT I	 	FORM OF CERTIFICATION REGARDING SERVICING CRITERIA
    TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
	 	 	 
	EXHIBIT J	 	FORM OF CREDIT FILE CERTIFICATION
	 	 	 
	EXHIBIT K	 	LIST OF ORIGINATORS AND MORTGAGE LOAN PURCHASE
    AGREEMENTS
	 	 	 
	EXHIBIT L	 	LIST OF SERVICER AND SERVICING AGREEMENT
	 	 	 
	ANNEX 1	 	DOCUMENT EXCEPTION CODES


  




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CUSTODIAL
AGREEMENT


 


THIS
CUSTODIAL AGREEMENT dated as of May 1, 2013 (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 Wilmington Trust, National Association, 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 2013-7 (the “Mortgage
Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Wilmington Trust, National Association, 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.


 


“Acknowledgements”
As used on Exhibits K and L, the Assignment of Representations and Warranties Agreements and the Assignment, Assumption and Recognition
Agreements, each dated May 23, 2013, assigning rights under the related mortgage loan purchase agreements and the servicing agreement,
respectively, from the Seller to the Depositor and from the Depositor to the Trustee, for the benefit of the certificateholders,
acknowledged by the Master Servicer.


 


“Authorized
Representative” As defined in Section 3.4 hereof.


 


“CEN”
Cenlar FSB, a federal savings bank.


 


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


 


“Closing
Date” May 23, 2013.


 


“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.


 




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“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.


 


“Credit
File” As defined in Section 3A.1 of this Custodial Agreement.


 


“Credit
File Certification” The certificate to be delivered pursuant to Section 3A.3 in the form of Exhibit J.


 


“Credit
File Exception Report” As defined in Section 3A.3 of this Custodial Agreement.


 


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


 


“Data
Tape” As defined in Section 3A.1 of this Custodial Agreement.


 


“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.


 


“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.


 


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


 


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


 


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


 




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


 


“Miscellaneous
Images” As defined in Section 3A.1 of this Custodial Agreement.


 


“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;



		(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.



 




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


 


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


 


“Mortgagor”
The obligor on a promissory note.


 


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


 


“Originator”
Each of the parties listed on Exhibit K, and their respective successors and assigns, as a party
to a mortgage loan purchase agreement with the Seller or a prior purchaser.


 


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


 


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


 


“Required
Credit File Document” As defined in Section 3A.1 of this Custodial Agreement.


 


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


 


“Seller”
Redwood Residential Acquisition Corporation, as seller of the Mortgage Loans under the Mortgage
Loan Purchase and Sale Agreement, dated May 23, 2013, by and between Redwood
Residential Acquisition Corporation and Sequoia Residential Funding, Inc.


 


“Servicer”
Each of CEN, FRB, or PHH, and their respective successors and assigns, in its role as servicer
of the Mortgage Loans under the servicing agreement listed on Exhibit L.


 


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


 




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“Underwriting
Guidelines” As defined in Section 3A.7 of this Custodial 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, the Credit Files and the Underwriting Guidelines 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:


 


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



 




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



 


		(ii)	The
                                                                 original Mortgage, or a copy of the Mortgage, with evidence of
                                                                 recording thereon certified by the appropriate recording office
                                                                 to be a true copy of the recorded Mortgage, or, if the original
                                                                 Mortgage has not yet been returned from the recording office,
                                                                 a copy of the original Mortgage together with a certificate of
                                                                 either the closing attorney, an officer of the title insurer
                                                                 which issued the related title insurance policy or an officer
                                                                 of the Originator, 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 is
                                                                 located.



 


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



 


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



 


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



 


		(vi)	Originals
                                                                 or copies of all assumption and modification agreements, if any,
                                                                 or, in the case of a Mortgage Loan originated by PHH or Sterling
                                                                 Savings Bank, 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.



 




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



 


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



 


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



 


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



 


		(ii)	the
                                                                                                   original security agreement;



 


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



 


		(iv)	the
                                                                                                   original recognition agreement;



 


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



 


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



 


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



 


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


 


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


 


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.


 




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


 


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


 


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


 


Within
60 days after the Closing Date (as defined in the Pooling and Servicing Agreement), the Depositor shall complete or cause to be
completed the assignments of mortgage (“Assignments of Mortgage”) in the name of “Wilmington
Trust, National Association, as Trustee, for Sequoia Mortgage Trust Mortgage
Pass-Through Certificates, Series 2013-7” (or shall prepare or cause to be prepared new forms of Assignment of Mortgage
so completed in the name of the Trustee) for each PHH Mortgage Loan (including each PHH Mortgage Loan that is a MERS Mortgage
Loan), and for each other Mortgage Loan that is not a MERS Mortgage Loan. The Custodian shall release such completed Assignments
of Mortgage to the Depositor or its designee for recording and the Depositor shall cause such recorded Assignments of Mortgage
(or, in lieu of the original recorded Assignment of Mortgage, a duplicate or conformed copy of the Assignment of Mortgage, together
with a certificate of receipt from the recording office, certifying that such copy represents a true and correct copy of the original
and that such original has been or is currently submitted to be recorded in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located) to be returned to the Custodian within 270 days after the Closing Date,
and added to the Mortgage Files. On the 270th day after the Closing Date (or the first Business Day thereafter) the Custodian
shall deliver a final Certification in the form annexed hereby as Exhibit G to the Trustee, against receipt of the prior Certification
from the Trustee for cancellation.


 




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



 


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



 


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



 


		(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 the Servicer to the Custodian that
                                                                 a Mortgage Loan has been liquidated, the Custodian shall thereupon
                                                                 reflect any such liquidation on its Mortgage Loan Schedule.



 




    	9



    	 



    

 


		(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, CEN, as a Servicer, FRB, as a Servicer and as
an Originator, PHH, as a Servicer and as an Originator, or the Master Servicer, is listed, together with the specimen signature
for such person, on Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit D-4 (each person so authorized from time to time, an “Authorized
Representative”).


 


From
time to time, the Trustee, the Depositor, the Seller, the Master Servicer or the 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, the Servicer,
or the agent of the Servicer, may inspect and examine, at any time during ordinary business hours of the Custodian, any or all
Mortgage Files relating to Mortgage Loans serviced by the Servicer that are in the possession, or under the control of, the Custodian.
The Servicer shall pay all fees, costs, and expenses incurred by the Custodian in connection with any such inspection and/or examination.


 


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


 


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


 


ARTICLE 3A.


CUSTODY OF
CREDIT FILES AND UNDERWRITING GUIDELINES


 


Section
3A.1. Delivery of Credit Files. The Seller shall deliver or cause to be delivered to the Custodian, in form and method
reasonably acceptable to the Custodian, and on a date mutually agreed upon by and among the parties hereto but not later than
90 days after the Closing Date, a data tape (which shall include the (a) Mortgage Loan number, (b) borrower first name, (c) borrower
last name and (d) property address for each Mortgage Loan) (the “Data Tape”), and, to the extent made available
to the Depositor, the following images, to be held by the Custodian for the benefit of the Trustee:


 




    	10



    	 



    

 


(1)         Mortgage
Loan application;


(2)         Mortgage
Loan property appraisal; and


(3)         HUD-1
for each Mortgage Loan (collectively, the “Required Credit File Documents”).


 


The
Seller shall also deliver to the Custodian the entire credit file that it receives with respect to each Mortgage Loan from the
applicable Originator, which shall include the Required Credit File Documents (the “Credit File”) within 90
days of the Closing Date. The Custodian hereby acknowledges that each Credit File will be held by the Custodian as the duly appointed
agent of the Trustee. The Custodian shall have no obligation to confirm receipt of any items included in a Credit File other than
the Required Credit File Documents.


 


Any
image, document, file, or any other information delivered to the Custodian with the Credit Files that is not a Required Credit
File Document shall be deemed to be a miscellaneous image (collectively, “Miscellaneous Images”). The Custodian
shall have no obligation to review, report or otherwise confirm the presence or existence of any Miscellaneous Images.


 


Section
3A.2. Confirmation of Receipt of Credit Files. The Custodian shall
review the Required Credit File Documents and report to the Trustee any exceptions within 45 Business Days following the Custodian’s
receipt of the Credit Files. An exception shall exist if any image of a Required Credit File Document is missing.


 


Section
3A.3. Credit File Certifications and Reports. Upon the completion of its review of the Required Credit File Documents pursuant
to Section 3A.2 hereof, the Custodian shall deliver to the Trustee, the Depositor, and the Seller (in electronic format), a Credit
File Certification in the form of Exhibit J with respect to the related Credit Files, in which the Custodian shall certify (subject
to any identified exceptions as described below) that such Credit Files are held for the Trustee, and that all images of the Required
Credit File Documents are in its possession.


 


If
the Custodian determines that any image of a Required Credit File Document is missing from the Credit File, the Custodian shall
note such exception on the schedule of exceptions attached to the Confirmation (the “Credit File Exception Report”).
Each Credit File Exception Report shall be superseded by a subsequently issued Credit File Exception Report and shall replace
the then existing Credit File Exception Report.


 


In
the event a Credit File Certification is lost, destroyed, or otherwise unavailable or a revised Credit File Certification is required,
upon written request to the Custodian, the Custodian shall issue a new Credit File Certification. Upon the issuance of a new Credit
File Certification, the prior Credit File Certification for such Credit Files shall be deemed canceled.


 


Section
3A.4. Requests for Credit Files. Upon receipt of a request in the form of Exhibit F from the Trustee in a mutually agreed
upon format, the Custodian shall, within 5 Business Days of receipt of such request, deliver electronic images of the Credit Files
to the Trustee or its designated agent. The designated agent must be identified to the Custodian in advance by the Trustee in
writing by an authorized officer of the Trustee. The Custodian shall not be required to provide any physical copies of any of
the Credit Files to any requesting party.


 




    	11



    	 



    

 


Section
3A.5. Images Missing from Credit Files. Upon the written request of the Trustee, the Seller or the Depositor, the Custodian
shall, not later than one Business Day after receipt of such request, provide to the Depositor, the Seller or the Trustee, as
the case may be, a list of all of the Mortgage Loans for which the Custodian holds a Credit File pursuant to this Custodial Agreement
and the most recent Credit File Exception Report.


 


Section
3A.6. Retention of Underwriting Guidelines. The Custodian hereby agrees to hold all underwriting guidelines (“Underwriting
Guidelines”) that it receives from the Seller. The Underwriting Guidelines shall be delivered to the Custodian in a .zip
format, and shall be clearly labeled as the “Underwriting Guidelines.” The Custodian shall not conduct, and shall
not be responsible for conducting, any review of the Underwriting Guidelines. The Custodian’s sole responsibility regarding
the Underwriting Guidelines shall be to hold the .zip file of the Underwriting Guidelines received from the Seller in custody
for the benefit of the Trustee, and the Custodian hereby acknowledges that the Underwriting Guidelines shall be held by the Custodian
as the duly appointed agent of the Trustee.


 


Upon
the Custodian’s receipt of a written request from the Trustee, the Seller or the Depositor for a copy of any of the Underwriting
Guidelines, the Custodian shall promptly deliver (no later than 3 Business Days from the receipt of such request) a copy of the
entire .zip file containing such Underwriting Guidelines to the requesting party.


 


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, the Credit Files and the Underwriting Guidelines
                                                                 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, the Credit Files and the
                                                                 Underwriting Guidelines 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.



 




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		(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, the Credit Files and
                                                                 the Underwriting Guidelines 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, the Credit Files and the Underwriting Guidelines 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, the Credit Files and the
                                                                 Underwriting Guidelines and no successor Custodian shall have
                                                                 been so appointed and have accepted appointment within 30 days
                                                                 after the giving of such notice of removal, the removed Custodian
                                                                 may petition any court of competent jurisdiction for the appointment
                                                                 of a successor Custodian. Any and all fees and expenses incurred
                                                                 by the Custodian relating to any such petition shall be paid
                                                                 by the Custodian.



 


		(c)	In
                                                                 the event of resignation by the Custodian or removal of the Custodian
                                                                 by the Trustee due to a breach of this Agreement by the Custodian,
                                                                 then the cost and expenses of transfer of the Mortgage Files,
                                                                 the Credit Files and the Underwriting Guidelines 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;



 




    	13



    	 



    

 


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



 


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



 


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



 


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



 


		(h)	shall
                                                                 have no responsibility or duty with respect to any Mortgage Files,
                                                                 Credit Files or Underwriting Guidelines 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, the Credit Files or the Underwriting
                                                                 Guidelines;



 


		(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



 




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



 


		(n)	In
                                                                 the event that (i) the Trustee or the Custodian shall be served
                                                                 by a third party with any type of levy, attachment, writ or court
                                                                 order with respect to any Mortgage File, Credit File or Underwriting
                                                                 Guidelines or any document included within a Mortgage File, Credit
                                                                 File or Underwriting Guidelines or (ii) a third party shall institute
                                                                 any court proceeding by which any Mortgage File, Credit File
                                                                 or Underwriting Guidelines or a document included within a Mortgage
                                                                 File, Credit File or Underwriting Guidelines shall be required
                                                                 to be delivered otherwise than in accordance with the provisions
                                                                 of this Custodial Agreement, the Trustee or the Custodian (whichever
                                                                 is the party receiving such service) shall promptly deliver or
                                                                 cause to be delivered to the Servicer copies of all court papers,
                                                                 orders, documents and other materials concerning such proceedings.
                                                                 The Custodian shall, to the extent permitted by law and any court
                                                                 order, continue to hold and maintain all Mortgage Files, Credit
                                                                 Files and Underwriting Guidelines 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, Credit File or Underwriting
                                                                 Guidelines or any document included within such Mortgage File,
                                                                 Credit File or Underwriting Guidelines as directed in writing
                                                                 by the 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.



 


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.



 




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



 


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



 


		(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.


 




    	16



    	 



    

 


Section
4.6. Accounting. On or before March 1st of each calendar year, beginning with March 1, 2014, 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 the Servicer a report to the effect that such firm that attests
to, and reports on, the assessment made by such asserting party pursuant to Section 4.7 below, which report shall be made in accordance
with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.


 


Section
4.7. Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 2014, 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 the Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached
hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year
of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing
any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities.
Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing
criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation
AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,631 (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 (which shall be without any “knowledge”
or other qualifier, in form and substance reasonably satisfactory to the recipients thereof, and which shall include (i) the extent
and scope of any material instance of noncompliance, including any material impacts or effects as a result of a material instance
of noncompliance, that have affected payments or expected payments on the certificates issued pursuant to the Pooling and Servicing
Agreement, (ii) whether a material instance of noncompliance involved any certificate issued pursuant to the Pooling and Servicing
Agreement, and (iii) its plans, if any, or actions already undertaken, for remediating a material instance of noncompliance or
the impacts caused by such material instance of noncompliance) 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.


 




    	17



    	 



    

 


ARTICLE 5.


REPRESENTATIONS
AND WARRANTIES


 


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


 


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



 


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



 


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



 


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



 


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



 


		(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.


 




    	18



    	 



    

 


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:


 




    	19



    	 



    

 


If
to the Custodian:


 


Wells
Fargo Bank, N.A.


751
Kasota Avenue


Minneapolis,
MN 55414


Attention:
Document Custody – Sequoia Mortgage Trust 2013-7


 


If
to the Master Servicer:


 


Wells
Fargo Bank, N.A.


P.O.
Box 98


Columbia,
MD 21046


Attention:
Client Manager – Sequoia Mortgage Trust 2013-7


 


(or,
for overnight deliveries,


9062
Old Annapolis Road


Columbia,
MD 21045


Attention:
Client Manager – Sequoia Mortgage Trust 2013-7)


 


If
to the Trustee:


 


Wilmington
Trust, National Association


1100
North Market Street


Rodney
Square North


Wilmington,
DE 19890


Attention:
Corporate Trust — Sequoia Mortgage Trust 2013-7


 


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 2013-7


 


If
to CEN:


 


Cenlar
FSB


425
Phillips Boulevard


Ewing,
NJ 08618


 


With
a copy address to Corporate Counsel at the same address


 


If
to FRB:


 


First
Republic Bank


111
Pine Street


San
Francisco, CA 94111


Attention:
Tony Sachs


 




    	20



    	 



    

 


If
to PHH:


 


PHH
Mortgage Corporation


One
Mortgage Way


Mt.
Laurel, NJ 08054


Attention:
Vice President, Servicing


 


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 the Servicer in its sole discretion.


 




    	21



    	 



    

 


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


 


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


 


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;



 




    	22



    	 



    

 


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



 


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



 


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



 


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


 


Section
7.15 Termination. Unless terminated earlier pursuant to Section 4.1, this Custodial Agreement shall terminate upon the
earlier of (a) the repurchase of all of the Mortgage Loans pursuant to a mortgage loan purchase agreement 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.]


 




    	23



    	 



    

 


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


 


	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, not in its individual capacity,
    but solely as Trustee
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	Wells
    Fargo Bank, N.A.,
    as Custodian
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Wells
    Fargo Bank, N.A., as Master Servicer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Sequoia
    Residential Funding, Inc.,
	 	as Depositor
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Redwood
    Residential Acquisition Corporation,
    as Seller
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page – Custodial Agreement
(SEMT 2013-7)


 




    	 



    	 



    

 


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



 




    	A-1



    	 



    

 


EXHIBIT
B


 


DATA FORMAT


 


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


 


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


 


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


 


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


 


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


 


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


 


Small int = A number between
0 and 32,000


 


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


 


Integer = Numeric without
decimals.


 


*Required


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


 




    	B-1



    	 



    

 


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

        (1 = Checked 0 = Unchecked)

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

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

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


 




    	B-2



    	 



    

 


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

        (1 = Checked 0 = Unchecked)

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

        (1 = Checked 0 = Unchecked)

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


 




    	B-3



    	 



    

 


EXHIBIT
C


 


AUTHORIZED
REPRESENTATIVES CERTIFICATION


 


TO: Wells Fargo Bank Document Custody


 


Reference
is hereby made to the Custodial Agreement, dated as of May 1, 2013, between Wilmington Trust, National Association, 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 [_________], as [Servicer/Originator][Wilmington
Trust, National Association, as Trustee][Sequoia Residential Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer],
hereby designates each of the persons whose names, titles, and signatures appear below as an Authorized Representative under the
Custodial Agreement. This authorization will remain in place until such time as it is revoked, amended or supplemented in writing,
by an officer of the Trustee or the Servicer.


 


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


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


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


  




    	C-1



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this certificate for and on behalf of [_________],
as [Servicer/Originator][Wilmington Trust, National Association,
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: 	 


 




    	C-2



    	 



    

 


EXHIBIT
D-1


 


INITIAL
AUTHORIZED REPRESENTATIVES OF THE TRUSTEE


 


See Attached


 




    	D-1-1



    	 



    

 


EXHIBIT
D-2


 


INITIAL
AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR


  


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	D-2-1



    	 



    

 


EXHIBIT
D-3


 


INITIAL AUTHORIZED
REPRESENTATIVES OF [_______], AS [ORIGINATOR][AND][SERVICER]


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  




    	D-3-1



    	 



    

 


EXHIBIT
D-4


 


INITIAL
AUTHORIZED REPRESENTATIVES OF THE MASTER SERVICER


  


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	D-4-1



    	 



    

 


EXHIBIT
E


 


Wells
Fargo Bank, N.A.


SCHEDULE
OF FEES FOR CUSTODY SERVICES


 


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


 


Transaction
Charges:1


 


Annual Safekeeping Fee:


Per Mortgage
File held at end of month


 


Final/trailing Documents –
Rejected Trailing/Final Documents


Includes filing
of documents in the Mortgage File,


Per occurrence


 


Release Requests/Rejected Release
Requests


Standard Release


-48 hour turnaround
time, excludes shipping expense


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


Requests for
Release


 


Rush Release Requests


24 hour turnaround
time, excludes shipping expense


 


Shipping


The 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 servicing agreement resulting in the repurchase of such Mortgage Loan by the 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



 




    	E-1



    	 



    

 


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 May 1, 2013, among Wilmington Trust, National Association,
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][Credit File][Underwriting Guidelines] 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:__________________


 


£      PDF
copy of the Credit File (Trustee Only)


 


£      PDF
copy of the Underwriting Guidelines (Trustee Only)


 


	By:	 	 
	 	 (Authorized Signature)	 


 


Printed Name ___________________________________


 


[Servicer][Master Servicer][Trustee]
Name:________ __________


 


Ship To Address: ___________________________





_______ _____________________


 


Phone:_______ _____________________


 


Custodian


 


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


 




    	F-1



    	 



    

 


	 	 	Date
	Signature	 	 


 


Documents returned to Custodian:


 


	 	 	Date
	Custodian	 	 


 




    	F-2



    	 



    

 


EXHIBIT
G


 


FORM OF CERTIFICATION


 


DATE


 


Wilmington
Trust, National Association


1100 North
Market Street


Rodney Square
North


Wilmington,
DE 19890


Attention:
Corporate Trust — Sequoia Mortgage Trust 2013-7


 


Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage
Trust 2013-7


 


Redwood Residential Acquisition
Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage
Trust 2013-7


 


		Re:	Custodial
                                                                                             Agreement, dated as of May 1, 2013,
                                                                                             among Wilmington
                                                                                             Trust, National Association,
                                                                                             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:	 


 




    	G-1



    	 



    

 


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
May 1, 2013, among Wilmington Trust, National Association, 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.


  




    	H-1



    	 



    

  


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:	 


 




    	H-2



    	 



    

 


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


 




    	I-1



    	 



    

 


	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


 




    	I-2



    	 



    

 


	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


 




    	I-3



    	 



    

 


EXHIBIT
J


 


FORM OF CREDIT
FILE CERTIFICATION


 


DATE


 


Wilmington
Trust, National Association


1100 North
Market Street


Rodney Square
North


Wilmington,
DE 19890


Attention:
Corporate Trust — Sequoia Mortgage Trust 2013-7


 


Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage
Trust 2013-7


 


Redwood Residential Acquisition
Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage
Trust 2013-7


 


		Re:	Custodial
                                                                                             Agreement, dated as of May 1, 2013,
                                                                                             among Wilmington
                                                                                             Trust, National Association,
                                                                                             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 3A.3 of the above referenced Custodial Agreement, the undersigned, as the Custodian,
hereby certifies that, except as noted on the attached Exception Report, it has confirmed the presence of each Required Credit
File Document listed in the Data Tape and has determined that (i) the Required Credit File Documents required to be delivered
to it pursuant to the Custodial Agreement are in its possession; and, (ii) such Required Credit File Documents have been received
by it and appear regular on their face. 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 Credit Files or (ii) the collectability,
insurability, effectiveness or suitability of any such Credit File.


 


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


 




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EXHIBIT
K



LIST OF ORIGINATORS AND MORTGAGE LOAN

PURCHASE AGREEMENTS


 


		1.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of December 1, 2012, between Redwood
                                                                Residential Acquisition Corporation (“RRAC”) and 1st
                                                                Security Bank of Washington, as modified by the related
                                                                Acknowledgement.



 


		2.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of July 1, 2012, between RRAC and Academy
                                                                Mortgage Corporation, as modified by the related Acknowledgement.



 


		3.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of June 1, 2012, between RRAC and Amegy
                                                                Mortgage Company, L.L.C., as modified by the related Acknowledgement.



 


		4.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of October 1, 2011, between RRAC and
                                                                American Pacific Mortgage Corporation, as modified by the related
                                                                Acknowledgement.



 


		5.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of August 1, 2012, between RRAC and Banner
                                                                Bank, as modified by the related Acknowledgement.



 


		6.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of August 1, 2012, between RRAC and Bay
                                                                Equity, LLC, as modified by the related Acknowledgement.



 


		7.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of September 1, 2011, between RRAC and
                                                                Benchmark Bank, as modified by the related Acknowledgement.



 


		8.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of April 1, 2012, between RRAC and Boston
                                                                Private Bank & Trust Company, as modified by the related Acknowledgement.



 


		9.	Flow Mortgage Loan Purchase and
                                                                Sale Agreement, dated as of November 1, 2011, between RRAC and
                                                                Castle & Cooke Mortgage, LLC, as modified by the related Acknowledgement.



 


		10.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2011, between RRAC and
                                                                 Cherry Creek Mortgage Co., Inc., as modified by the related Acknowledgement.



 


		11.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of June 1, 2012, between RRAC and Cobalt
                                                                 Mortgage, Inc., as modified by the related Acknowledgement.



 


		12.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of August 1, 2011, between RRAC and
                                                                 Cole Taylor Bank, as modified by the related Acknowledgement.



 


		13.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of February 1, 2012, between RRAC and
                                                                 Colonial Savings, F.A., as modified by the related Acknowledgement.



 


		14.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of September 1, 2011, between RRAC and
                                                                 Cornerstone Home Lending, Inc., f/k/a Cornerstone Mortgage Company,
                                                                 as modified by the related Acknowledgement.



 


		15.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of July 1, 2012, between RRAC and DHI
                                                                 Mortgage Company, Ltd., as modified by the related Acknowledgement.



 




    	K-1



    	 



    

 


		16.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of December 1, 2011, between RRAC and
                                                                 Embrace Home Loans, Inc., as modified by the related Acknowledgement



 


		17.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of April 1, 2012, between RRAC and Evergreen
                                                                 Moneysource Mortgage Company dba Evergreen Home Loans, as modified
                                                                 by the related Acknowledgement.



 


		18.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of February 1, 2012, between RRAC and
                                                                 Fairway Independent Mortgage Corporation, as modified by the
                                                                 related Acknowledgement.



 


		19.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of March 1, 2012, between RRAC and Fidelity
                                                                 Bank dba Fidelity Bank Mortgage, as modified by the related Acknowledgement.



 


		20.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of December 1, 2011 between RRAC and
                                                                 First Choice Loan Services, Inc., as modified by the related
                                                                 Acknowledgement.



 


		21.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of July 1, 2012, between RRAC and FirstBank,
                                                                 as modified by the related Acknowledgement.



 


		22.	Flow Mortgage Loan Sale and Servicing
                                                                 Agreement, dated as of July 1, 2010, between RRAC and First Republic
                                                                 Bank, as modified by the related Acknowledgement.



 


		23.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of May 23, 2011, between RRAC and Flagstar
                                                                 Capital Markets Corporation, as modified by the related Acknowledgement.



 


		24.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of August 1, 2011, between RRAC and
                                                                 Franklin American Mortgage Company, as modified by the related
                                                                 Acknowledgement.



 


		25.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of August 1, 2011, between RRAC and
                                                                 Fremont Bank, as modified by the related Acknowledgement.



 


		26.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of August 1, 2012, between RRAC and
                                                                 George Mason Mortgage, LLC, as modified by the related Acknowledgement.



 


		27.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of July 1, 2012, between RRAC and GFI
                                                                 Mortgage Bankers, Incorporated, as modified by the related Acknowledgement.



 


		28.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2011, between RRAC and
                                                                 GuardHill Financial Corporation, as modified by the related Acknowledgement.



 


		29.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of January 1, 2012, between RRAC and
                                                                 Guild Mortgage Company, as modified by the related Acknowledgement.



 


		30.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of May 1, 2012, between RRAC and Leader
                                                                 Bank, N.A., as modified by the related Acknowledgement.



 


		31.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of January 1, 2012, between RRAC and
                                                                 MegaStar Financial Corporation, as modified by the related Acknowledgement.



 


		32.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2012, between RRAC and
                                                                 Michigan Mutual, Incorporation, as modified by the related Acknowledgement.



 


		33.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of June 1, 2012, between RRAC and Mortgage
                                                                 Master, Inc., as modified by the related Acknowledgement.



 




    	K-2



    	 



    

 


		34.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of May 1, 2012, between RRAC and Paramount
                                                                 Equity Mortgage, as modified by the related Acknowledgement.



 


		35.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2012, between RRAC and
                                                                 Perl Mortgage, Incorporated, as modified by the related Acknowledgement.



 


		36.	Mortgage Loan Flow Purchase, Sale
                                                                 & Servicing Agreement dated as of July 21, 2010, between
                                                                 RRAC and PHH Mortgage Corporation, as modified by the related
                                                                 Acknowledgement.



 


		37.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of December 1, 2011, between RRAC and
                                                                 Plaza Home Mortgage, Incorporated, as modified by the related
                                                                 Acknowledgement.



 


		38.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of January 1, 2013, between RRAC and
                                                                 Potomac Mortgage Group, Inc., as modified by the related Acknowledgement.



 


		39.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of May 1, 2012, between RRAC and Primary
                                                                 Residential Mortgage, Inc., as modified by the related Acknowledgement.



 


		40.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of January 30, 2011, between RRAC and
                                                                 PrimeLending, a PlainsCapital Company, as modified by the related
                                                                 Acknowledgement.



 


		41.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of May 1, 2011, between RRAC and Prospect
                                                                 Mortgage, LLC, as modified by the related Acknowledgement.



 


		42.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2011, between RRAC and
                                                                 Provident Savings Bank, as modified by the related Acknowledgement.



 


		43.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of December 1, 2012, between RRAC and
                                                                 Renasant Bank, as modified by the related Acknowledgement.



 


		44.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of November 1, 2012, between RRAC and
                                                                 Residential Finance Corporation, as modified by the related Acknowledgement.



 


		45.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2012, between RRAC and
                                                                 RMR Financial, LLC, as modified by the related Acknowledgement.



 


		46.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of May 1, 2012, between RRAC and Sandy
                                                                 Spring Bank, as modified by the related Acknowledgement.



 


		47.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of May 1, 2012, between RRAC and SCBT,
                                                                 as modified by the related Acknowledgement.



 


		48.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of April 1, 2012, between RRAC and Shea
                                                                 Mortgage Inc., as modified by the related Acknowledgement.



 


		49.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of August 1, 2011, between RRAC and
                                                                 Simonich Corporation, dba BOC Mortgage, as modified by the related
                                                                 Acknowledgement.



 


		50.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of March 1, 2011, between RRAC and Sterling
                                                                 Savings Bank, as modified by the related Acknowledgement.



 


		51.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2011, between RRAC and
                                                                 Stifel Bank and Trust, as modified by the related Acknowledgement.



 




    	K-3



    	 



    

 


		52.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of October 1, 2012, between RRAC and
                                                                 Everett Financial, Inc. DBA Supreme Lending, as modified by the
                                                                 related Acknowledgement.



 


		53.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of February 1, 2013, between RRAC and
                                                                 Susquehanna Bank, as modified by the related Acknowledgement.



 


		54.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of July 1, 2012, between RRAC and The
                                                                 Lending Partners, LLC, as modified by the related Acknowledgement.



 


		55.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of August 1, 2012, between RRAC and
                                                                 Total Mortgage Services, LLC, as modified by the related Acknowledgement.



 


		56.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of January 1, 2012, between RRAC and
                                                                 Umpqua Bank, as modified by the related Acknowledgement.



 


		57.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of December 1, 2011, between RRAC and
                                                                 United Shore Financial Services, LLC, as successor in interest
                                                                 to Shore Financial Services, Inc., as modified by the related
                                                                 Acknowledgement.



 


		58.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of January 1, 2013, between RRAC and
                                                                 W.R. Starkey Mortgage, LLP, as modified by the related Acknowledgement.



 


		59.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of July 1, 2012, between RRAC and Mortgage
                                                                 Access Corp. DBA Weichert Financial Services, as modified by
                                                                 the related Acknowledgement.



 


		60.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of June 1, 2011, between RRAC and Wintrust
                                                                 Mortgage, a division of Barrington Bank and Trust Company, N.A.,
                                                                 as modified by the related Acknowledgement.



 


		61.	Flow Mortgage Loan Purchase and
                                                                 Sale Agreement, dated as of July 1, 2012, between RRAC and WJ
                                                                 Bradley Mortgage Capital LLC, as modified by the related Acknowledgement.



 




    	K-4



    	 



    

 


EXHIBIT
L



LIST OF SERVICER AND SERVICING AGREEMENT


 


		1.	Flow Mortgage Loan Servicing Agreement,
                                                                dated as of August 1, 2011, between Redwood Residential Acquisition
                                                                Corporation (“RRAC”) and Cenlar FSB, as amended by
                                                                Amendment No. 1 to the Flow Mortgage Loan Servicing Agreement,
                                                                dated November 3, 2011, and as modified by the related Acknowledgement.



 


		2.	Flow Mortgage Loan Sale and Servicing
                                                                Agreement, dated as of July 1, 2010, between RRAC and First Republic
                                                                Bank, as modified by the related Acknowledgement.



 


		3.	Mortgage Loan Flow Purchase, Sale
                                                                & Servicing Agreement dated as of July 21, 2010, between RRAC
                                                                and PHH Mortgage Corporation, as modified by the related Acknowledgement.



 




    	L-1



    	 



    

  


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


 




    	I-1



    	 



    

 


	Track Item Type	 	Doc Type
	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


 




    	I-2



    	 



    

 


	Track Item Type	 	Doc Type
	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


 




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	Track Item Type	 	Doc Type
	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


 




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	Track Item Type	 	Doc Type
	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


 




    	I-5



    	 



    

 


	Track Item Type	 	Doc Type
	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


 




    	I-6



    	 



    

 


	Track Item Type	 	Doc Type
	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


 




    	I-7



    	 



    

 


	Track Item Type	 	Doc Type
	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


 




    	I-8



    	 



    

 


	Code	 	Question Description
	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


 




    	I-9



    	 



    

 


	Code	 	Question Description
	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


 




    	I-10



    	 



    

 


	Code	 	Question Description
	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


 




    	I-11



    	 



    

 


	Code	 	Question Description
	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


 




    	I-12



    	 



    

 


	Code	 	Question Description
	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


 




    	I-13



    	 



    

 


	Code	 	Question 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


 




    	I-14



    	 



    

 


	Code	 	Question Description
	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


 




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