EXHIBIT 10.15


 


CUSTODIAL AGREEMENT


 


Dated as of February 1, 2013


 


CHRISTIANA
TRUST, a division of 


wilmington
savings fund society, fsb, 


as Trustee,


 


WELLS FARGO BANK, N.A.,


as Custodian,


 


WELLS FARGO BANK, N.A.,


as Master Servicer,


 


Sequoia
Residential Funding, Inc.,


as Depositor,


 


and


 


Redwood
Residential Acquisition Corporation,


as Seller


 




    	 



    	 



    

 


TABLE OF CONTENTS


	 	 	 	Page
	 	 	 	 
	Article 1	 	Definitions	1
	 	 	 	 
	Article 2	 	Custodial Terms	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	7
	 	 	 	 
	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


 




    	 



    	 



    

 


	Section 4.4	 	Standard of Care; Indemnification	15
	 	 	 	 
	Section 4.5	 	Force Majeure	16
	 	 	 	 
	Section 4.6	 	Accounting	16
	 	 	 	 
	Section 4.7	 	Compliance Certification	17
	 	 	 	 
	Section 4.8	 	Subcontracting	17
	 	 	 	 
	Article 5	 	Representations and Warranties	17
	 	 	 	 
	Section 5.1	 	Capital Requirements	17
	 	 	 	 
	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


 




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	Signature Page	 	 	24


 


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
    SERVICERS AND SERVICING AGREEMENTS
	 	 
	ANNEX 1	DOCUMENT
    EXCEPTION CODES


 




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CUSTODIAL AGREEMENT


 


THIS CUSTODIAL AGREEMENT
dated as of February 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
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as
“Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates,
Series 2013-3 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as
of February 1, 2013 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Christiana
Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.


 


RECITALS


 


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


 


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


 


ARTICLE 1.


DEFINITIONS


 


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


 


“Acknowledgements”  As
used on Exhibits K and L, the Assignment of Representations and Warranties Agreements and the Assignment, Assumption and Recognition
Agreements, each dated March 1, 2013, assigning rights under the related mortgage loan purchase agreements and the servicing agreements,
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”  March
1, 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.


 




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


 


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


 


“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



 




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		(22)	Servicer loan ID.



 


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


 


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


 


“Mortgagor”  The
obligor on a promissory note.


 


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


 


“Originator”  Each
of 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).


 


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


 


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


 


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


 


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


 


“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 March 1, 2013, by and between Redwood Residential Acquisition Corporation
and Sequoia Residential Funding, Inc.


 


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


 


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


 


“Underwriting Guidelines”  As
defined in Section 3A.7 of this Custodial Agreement.


 




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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.



 


		(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 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.



 


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



 


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



 




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		(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 ;



 


		(ii)	the original security agreement;



 


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



 


		(iv)	the original recognition agreement;



 


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



 


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



 


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



 


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


 


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


 


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


 


Section 3.2.  Review
of Mortgage Files.  The Custodian shall review items in
Section 3.1(a)(i) through (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.


 




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


 


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


 


Within
60 days after the Closing Date (as defined in the Pooling and Servicing Agreement), the Depositor shall complete or cause to be
completed the assignments of mortgage (“Assignments of Mortgage”) in the name of “Christiana Trust,
a division of Wilmington Savings Fund Society, FSB, as Trustee, for Sequoia
Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-3” (or shall prepare or cause to be prepared new forms of
Assignment of Mortgage so completed in the name of the Trustee) for each Mortgage Loan that is not a MERS Mortgage Loan. The Custodian
shall release such completed Assignments of Mortgage to the Depositor or its designee for recording and the Depositor shall cause
such recorded Assignments of Mortgage (or, in lieu of the original recorded Assignment of Mortgage, a duplicate or conformed copy
of the Assignment of Mortgage, together with a certificate of receipt from the recording office, certifying that such copy represents
a true and correct copy of the original and that such original has been or is currently submitted to be recorded in the appropriate
governmental recording office of the jurisdiction where the Mortgaged Property is located) to be returned to the Custodian within
270 days after the Closing Date, and added to the Mortgage Files.  On the 270th day after the Closing Date (or the first
Business Day thereafter) the Custodian shall deliver a final Certification in the form annexed hereby as Exhibit G to the Trustee,
against receipt of the prior Certification from the Trustee for cancellation.


 


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


 




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



 


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



 




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


 


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


 


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


 


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:


 


(1)Mortgage Loan application;


(2)Mortgage Loan property
appraisal; and


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


 




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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.


 


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.


 




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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.



 


		(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.



 




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		(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;



 


		(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;



 




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		(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



 


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



 




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		(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 applicable Servicer copies of all court papers, orders, documents and other materials concerning such proceedings.  The
Custodian shall, to the extent permitted by law and any court order, continue to hold and maintain all Mortgage Files, 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 applicable Servicer, which shall give a direction consistent
with such court determination.  Neither the Custodian nor the Trustee shall have any obligation to monitor or appear
in any such proceeding on behalf of or in the name of the Trustee.  Expenses and fees (including, without limitation,
attorney’s fees and expenses) of the Custodian or the Trustee, as applicable, incurred as a result of such proceedings shall
be reimbursed by the Trust Fund, subject to the limitations on reimbursements in clause (B) of the definition of Available Distribution
Amount in the Pooling and Servicing Agreement.



 


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.


 


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 each Servicer a report to the effect that such firm that attests to, and reports on, the assessment
made by such asserting party pursuant to Section 4.7 below, which report shall be made in accordance with standards for attestation
engagements issued or adopted by the Public Company Accounting Oversight Board.


 




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Section 4.7.  Compliance
Certification.  On or before March 1st of each calendar year, beginning with March 1, 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 each Servicer
a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and
for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of
the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the
servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each
such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria
applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as
have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed.
Reg. 1,506, 1,631 (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, and (d) a statement that a registered public
accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria,
which report shall be delivered by the Custodian as provided in this Section 4.7.


 


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


 


ARTICLE 5.


REPRESENTATIONS AND WARRANTIES


 


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


 


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



 


		(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;



 




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		(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.


 


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;



 




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		(b)	errors and omissions insurance;



 


		(c)	theft of documents insurance; and



 


		(d)	forgery insurance.



 


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


 


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


 


ARTICLE 7.


MISCELLANEOUS


 


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


 


If to the Custodian:


 


Wells Fargo
Bank, N.A.


751 Kasota
Avenue


Minneapolis,
MN 55414


Attention:  Document
Custody – Sequoia Mortgage Trust 2013-3


 


If to the Master Servicer:


 


Wells Fargo
Bank, N.A.


P.O. Box 98


Columbia, MD  21046


Attention:  Client
Manager – Sequoia Mortgage Trust 2013-3


 


(or, for overnight
deliveries,


9062 Old Annapolis
Road


Columbia, MD
21045


Attention:  Client
Manager – Sequoia Mortgage Trust 2013-3)


 




    	19



    	 



    

 


If to the
Trustee:


 


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


500 Delaware Avenue, 11th Floor


Wilmington, DE  19801


Attention: Corporate Trust -
Sequoia Mortgage Trust 2013-3


 


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 2013-3


 


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


 


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.


 




    	20



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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.


 




    	21



    	 



    

 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


		(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.


 




    	22



    	 



    

 


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.


 


	 	CHRISTIANA TRUST, a division of
	 	Wilmington Savings Fund Society, FSB, not in its individual capacity, but solely as Trustee
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Wells
    Fargo Bank, N.A., as Custodian
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Wells
    Fargo Bank, N.A., as Master Servicer
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Sequoia Residential Funding, Inc.,
	 	as Depositor
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Redwood
    Residential Acquisition Corporation, as Seller
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page – Custodial Agreement
(SEMT 2013-3)


 




    	 



    	 



    

 


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 February 1, 2013, between Christiana Trust, a division of Wilmington Savings
Fund Society, FSB, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor,
Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”).


 


Effective
________________ (date), the undersigned, a duly authorized representative of [_________], as [Servicer/Originator][Christiana
Trust, a division of Wilmington Savings Fund Society, FSB, as Trustee][Sequoia Residential Funding, Inc., as Depositor][Wells Fargo
Bank, N.A., as Master Servicer], hereby designates each of the persons whose names, titles, and signatures appear below as an Authorized
Representative under the Custodial Agreement.  This authorization will remain in place until such time as it is revoked,
amended or supplemented in writing, by an officer of the Trustee or the Servicer.


 


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


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


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


 


 




    	C-1



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this certificate for and on behalf of [_________], as [Servicer/Originator][Christiana
Trust, a division of Wilmington Savings Fund Society, FSB, as Trustee][Sequoia
Residential Funding, Inc., as Depositor][Wells Fargo Bank, N.A., as Master Servicer], this               day
of ______________, ___.


 


	By (signature):  	 	 



 


	Name:	 	 
	Title: 	 	 


 


	Phone #: 	 	 	Fax #:	 	 


 


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


ACKNOWLEDGEMENT:


(Individual)


 


	State of	 	}ss.
	 	 	 
	County of	 	}ss.


 


This instrument was acknowledged before
me on                                          
(date) by                                          


	 


 


	 	 
	(Seal)	(Signature of notarial officer)
	 	My Commission Expires:	 	 


 




    	C-2



    	 



    

 


EXHIBIT D-1


 


INITIAL AUTHORIZED REPRESENTATIVES
OF THE TRUSTEE


 


	Name	 	Title	 	Specimen Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




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


 


File Reinstatements/Rejected File Reinstate


Reinstatements that cannot be accepted because
the file is incomplete


 


Trust Receipts/ Certifications /Bailee Letters 


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


 


File Pull Fee


Per file includes research, etc.


 


Labeling of files


Includes the preparation and application
of labels to files


 


Endorsement and Assignment Stamping


Per endorsement or assignment


 


Copies of Documents


Pull fee per file


Per single sided copy


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


 


Interfiling fee


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


 


File Folders  Includes placing documents not
received in manila folder


 





 






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


 




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EXHIBIT F


 


REQUEST FOR RELEASE OF DOCUMENTS


 


	To:	Wells Fargo Bank, N.A.	Date: _______________
	 	751 Kasota Avenue	 
	 	Minneapolis, MN 55414	 
	 	Attn: WFDC Release Department	 


 


		Re:	Custodial Agreement, dated as of February 1, 2013, among Christiana Trust, a division of Wilmington Savings Fund Society, FSB,
as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc., as Depositor, Wells Fargo
Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)



 


In connection with
the administration of the Mortgage Loans held by you as Custodian for the Trustee pursuant to the above-captioned Custodial Agreement,
we request the release of the Custodian's [Mortgage File][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:	_______ _____________________	 


 




    	F-1



    	 



    

 


Custodian


 


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


 


	 	 	Date
	Signature	 	 
	 	 	 
	Documents returned to Custodian:	 	 
	 	 	 
	 	 	Date
	Custodian	 	 


 




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EXHIBIT G


 


FORM OF CERTIFICATION


 


DATE


 


Christiana
Trust, a division of


Wilmington
Savings Fund Society, FSB, as Trustee


500 Delaware
Avenue, 11th Floor


Wilmington,
DE  19801


Attention:
Corporate Trust - Sequoia Mortgage Trust 2013-3


 


Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage Trust 2013-3


 


Redwood Residential Acquisition Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage Trust 2013-3


 


		Re:	Custodial Agreement, dated as of February 1, 2013, among Christiana
Trust, a division of Wilmington
Savings Fund Society, FSB, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc.,
as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)






 


Ladies and Gentlemen:


 


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


 


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


 


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


 




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EXHIBIT H


 


FORM OF TRANSMITTAL LETTER


 


[Custodian
Letterhead]


 


[ Date]


 


[Purchaser]


[Insert street address]


________________


________________


 


		Re:	___________________________



 


Ladies and Gentlemen:


 


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


 


Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in that certain Custodial Agreement, dated as of February 1, 2013, among Christiana Trust,
a division of Wilmington Savings Fund Society, FSB, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia
Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian.


 


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


 


WIRE TRANSFER INSTRUCTIONS:  


[to be provided by Securities Administrator]


 


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


 




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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







 




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	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-4



    	 



    

 


EXHIBIT J


 


FORM OF CREDIT FILE CERTIFICATION


 


DATE


 


Christiana
Trust, a division of


Wilmington
Savings Fund Society, FSB, as Trustee


500 Delaware
Avenue, 11th Floor


Wilmington,
DE  19801


Attention:
Corporate Trust - Sequoia Mortgage Trust 2013-3


 


Sequoia Residential Funding, Inc.


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage Trust 2013-3


 


Redwood Residential Acquisition Corporation


One Belvedere Place, Suite 330


Mill Valley, CA 94941


Attention:  Sequoia Mortgage Trust 2013-3


 


		Re:	Custodial Agreement, dated as of February 1, 2013, among Christiana
Trust, a division of Wilmington
Savings Fund Society, FSB, as Trustee, Redwood Residential Acquisition Corporation, as Seller, Sequoia Residential Funding, Inc.,
as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and Wells Fargo Bank, N.A., as Custodian (the “Custodial Agreement”)






 


Ladies and Gentlemen:


 


In accordance with
the provisions of Section 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 July 1, 2012, between Redwood Residential Acquisition Corporation
(“RRAC”) and Academy Mortgage Corporation, as modified by the related Acknowledgement.



 


		2.	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.



 


		3.	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.



 


		4.	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.



 


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



 


		6.	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.



 


		7.	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.



 


		8.	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.



 


		9.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of June 1, 2012, between RRAC and Cobalt Mortgage, Inc.



 


		10.	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.



 


		11.	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.



 


		12.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2011, between RRAC and Cornerstone Mortgage Company,
as modified by the related Acknowledgement.



 


		13.	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



 


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



 


		15.	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.



 


		16.	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.



 




    	K-1



    	 



    

 


		17.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011 between RRAC and First Choice Loan Services, Inc.



 


		18.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2012, between RRAC and First National Bank of Omaha,
as modified by the related Acknowledgement.



 


		19.	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.



 


		20.	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.



 


		21.	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.



 


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



 


		23.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Fulton Bank, National Association,
as modified by the related Acknowledgement.



 


		24.	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.



 


		25.	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.



 


		26.	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.



 


		27.	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.



 


		28.	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.



 


		29.	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.



 


		30.	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.



 


		31.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of February 1, 2012, between RRAC and Monarch Bank, as modified by
the related Acknowledgement.



 


		32.	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.



 


		33.	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.



 


		34.	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.



 




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		35.	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.



 


		36.	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.



 


		37.	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.



 


		38.	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.



 


		39.	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.



 


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



 


		41.	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.



 


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



 


		43.	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.



 


		44.	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.



 


		45.	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.



 


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



 


		47.	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.



 


		48.	Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between RRAC and Universal American Mortgage
Company, LLC, as modified by the related Acknowledgement.



 


		49.	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.



 


		50.	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.



 




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EXHIBIT L



LIST OF SERVICERS AND SERVICING AGREEMENTS 


  


		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.



 




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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


 




    	I-3



    	 



    

 


	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


 




    	I-4



    	 



    

 


	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


 




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	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


 




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	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


 




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	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


 




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	Code	 	Question Description
	TOTH	 	OTHER TITLE POLICY EXCEPTION
	TPOL	 	Title Policy is missing or incorrect


 






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