EX-10.22 23 v317347_ex10-22.htm CUSTODIAL AGREEMENT

 

Exhibit 10.22

 

EXECUTION COPY

 

CUSTODIAL AGREEMENT

 

Dated as of

 

June 1, 2012

 

CHRISTIANA TRUST, a division of

wilmington savings fund society, fsb,

as Trustee,

 

WELLS FARGO BANK, N.A.,

as Custodian,

 

WELLS FARGO BANK, N.A.,

as Master Servicer,

 

Sequoia Residential Funding, Inc.,

as Depositor,

 

and

 

Redwood Residential Acquisition Corporation,

as Seller

 

 
 

 

TABLE OF CONTENTS

 

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

  

i
 

  

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

  

ii
 

 

EXHIBITS

 

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

  

iii
 

 

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

  

iv
 

 

CUSTODIAL AGREEMENT

 

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

 

RECITALS

 

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

 

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

 

ARTICLE 1.

DEFINITIONS

 

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

 

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

 

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

 

“Authorized Representative” As defined in Section 3.4 hereof.

 

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

 

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

 

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

 

1
 

 

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

 

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

 

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

 

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

 

“CEN” Cenlar FSB, a federal savings bank.

 

“CEN MLSA” The Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011, as amended by the Amendment No. 1 to Flow Mortgage Loan Servicing Agreement dated November 3, 2011, between Redwood Residential Acquisition Corporation, and CEN, as amended by the Assignment and Assumption Agreement, dated June 27, 2012, by and among the Seller, the Depositor, the Trustee, and CEN, and acknowledged by the Master Servicer.

 

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

 

“Closing Date” June 27, 2012.

 

“CMC” Cornerstone Mortgage Company, a Texas corporation.

 

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

 

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

 

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

 

“CTB” Cole Taylor Bank, an Illinois corporation.

 

2
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

3
 

 

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

 

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

 

“FRB” First Republic Bank, a California corporation.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

4
 

 

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

 

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

 

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

(1)the loan number;
(2)the street address (including unit number, city, state) of the related mortgaged property;
(3)mortgagor name;
(4)original principal balance of the Mortgage Loan;
(5)stated maturity date;
(6)mortgage interest rate;
(7)origination date;
(8)first payment date;
(9)principal and interest
(10)with respect to each ARM loan, the first adjustment date;
(11)with respect to each ARM loan, the maximum mortgage interest rate;
(12)with respect to each ARM loan, the periodic rate cap;
(13)with respect to each ARM loan, the gross margin;
(14)rounding method;
(15)ARM rounding percent;
(16)ARM look back;
(17)ARM index;
(18)Interest only flag;
(19)Interest only term;
(20)a code indicating if the Mortgage Loan is a MERS Mortgage Loan and, if so, the MIN;
(21)a code indicating if the Mortgage Loan is a Co-op Loan; and
(22)Servicer loan ID.

 

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

 

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

 

“Mortgagor” The obligor on a promissory note.

 

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

 

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

 

5
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

6
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

7
 

 

ARTICLE 2.

CUSTODIAL TERMS

 

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

 

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

 

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

 

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

 

ARTICLE 3.

CUSTODY OF MORTGAGE DOCUMENTS

 

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

 

8
 

 

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

  

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

 

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

 

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

 

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

 

9
 

 

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

 

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

 

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

 

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

 

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

 

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

 

(ii)the original security agreement;

 

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

 

(iv)the original recognition agreement;

 

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

 

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

 

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

 

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

 

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

 

10
 

 

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

 

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

 

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

 

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

 

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

 

11
 

 

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

 

Section 3.4. Release of Mortgage Files.

 

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

 

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

 

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

 

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

 

12
 

 

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

 

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

 

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

 

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

 

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

 

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

 

13
 

 

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

 

ARTICLE 4.

CONCERNING THE CUSTODIAN

 

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

 

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

 

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

 

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

 

14
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

15
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

16
 

 

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

 

Section 4.4. Standard of Care; Indemnification.

 

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

 

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

 

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

 

17
 

 

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

 

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

 

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

 

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

 

18
 

 

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

 

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

 

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

 

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

 

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

 

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

 

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

 

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

 

19
 

 

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

 

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

 

ARTICLE 6.

COVENANTS

 

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

 

(a)fidelity insurance;

 

(b)errors and omissions insurance;

 

(c)theft of documents insurance; and

 

(d)forgery insurance.

 

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

 

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

 

20
 

 

ARTICLE 7.

MISCELLANEOUS

 

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

 

If to the Custodian:

 

Wells Fargo Bank, N.A.

751 Kasota Avenue

Minneapolis, MN 55414

Attention: Document Custody – Sequoia Mortgage Trust 2012-3

 

If to the Master Servicer:

 

Wells Fargo Bank, N.A.

P.O. Box 98

Columbia, MD 21046

Attention: Client Manager – Sequoia Mortgage Trust 2012-3

 

(or, for overnight deliveries,

9062 Old Annapolis Road

Columbia, MD 21045

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

 

If to the Trustee:

 

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

500 Delaware Avenue, 11th Floor

Wilmington, DE 19801

Attention: Corporate Trust

 

If the Depositor:

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 330

Mill Valley, CA 94941

 

21
 

 

If to the Seller:

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention: Sequoia Mortgage Trust 2012-3

 

If to APM:

 

American Pacific Mortgage Corporation

3000 Lava Ridge Court, Suite 200

Roseville, California 95661

Attention: Chito Schnupp, EVP

 

If to BCM:

 

Bank of Commerce Mortgage

3130 Crow Canyon Place – Suite 300

San Ramon, California 94583

Attention: Scott M. Simonich

 

If to BEN:

 

Benchmark Bank

5700 Legacy Drive – Suite 10

Plano, Texas 75024

Attention: Kay Roubadeaux

 

If to CCM:

 

Cherry Creek Mortgage Co., Inc.

7600 E. Orchard Rd. Ste. 250N

Greenwood Village, CO 80111

Attention: Jerry Kaplan

 

If to CEN:

 

Cenlar FSB

425 Phillips Boulevard

Ewing, NJ 08618

 

With a copy address to Corporate Counsel at the same address

 

If to CMC:

 

Cornerstone Mortgage Company

1177 West Loop South Suite 200

Houston, TX 77027

Attention: Daniel Cooper 

 

22
 

 

If to CTB:

 

Cole Taylor Bank

7789 East M-36

Whitmore Lake, MI 48189

Attention: Phil Miller

 

With a copy to

Cole Taylor Bank

9550 W. Higgins Road

Rosemont, IL 960018

Chicago, IL 60606

Attention: General Counsel

 

If to EHL:

 

Embrace Home Loans, Inc.

25 Enterprise Center

Newport, RI 02842

Attention: Brian Gilpin

 

If to FAM:

 

Franklin American Mortgage Company

501 Corporate Centre Drive, Suite 400

Franklin, Tennessee 37067

Attention: Kelly C. Johnson

 

If to FCM:

 

Flagstar Capital Markets Corporation

5151 Corporate Drive

Troy, Michigan 48098

Attention: Product Development Department

 

If to FRB:

 

First Republic Bank

111 Pine Street

San Francisco, CA 94111

Attention: Tony Sachs

 

If to FRE:

 

Fremont Bank

25151 Clawiter Rd.

Hayward, CA 94545

Attention: Gary DeLuca, Residential Lending

 

23
 

 

If to GFC:

 

GuardHill Financial Corp

140 East 45th Street, 31st Floor

New York, NY, 10017

 

If to PHH:

 

PHH Mortgage Corporation

One Mortgage Way

Mt. Laurel, NJ 08054

Attention: Vice President, Servicing

 

If to PL:

 

PrimeLending, a PlainsCapital Company

18111 Preston Road, Suite 900

Dallas, Texas 75252

Attention: Mr. Scott Eggen, SVP

 

If to PSB:

 

Provident Savings Bank

3756 Central Avenue

Riverside, CA 92506

Attention: Mac Drew

 

If to SFS:

 

United Shore Financial Services, LLC

555 S. Adams Road

Birmingham, MI 48009

Attention: Michael Castleforte

 

If to SSB:

 

Sterling Savings Bank Home Loan Division

6505 218th St SW, Suite 9

Mountlake Terrace, WA, 98043

Attention: Kathrine Shairrick, Loan Servicing

 

If to WMC:

 

Wintrust Mortgage,

a division of Barrington Bank and Trust

1S660 Midwest Road, Suite 100

Oakbrook Terrace, Illinois 60181

Attention: Loss Mitigation

 

24
 

 

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

 

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

 

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

 

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

 

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

 

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

 

25
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

26
 

 

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

 

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

 

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

 

[Signatures appear on the following page.]

 

27
 

 

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

 

  CHRISTIANA TRUST, a division of
 

Wilmington Savings Fund Society, FSB, not in its

individual capacity, but solely as Trustee

   
  By: /s/ Jeffrey R. Everhart
  Name: Jeffrey R. Everhart 
  Title: AVP 
   
  Wells Fargo Bank, N.A., as Custodian
   
  By: /s/ Graham M. Oglesby
  Name: Graham M. Oglesby 
  Title: Vice President 
   
  Wells Fargo Bank, N.A., as Master Servicer
   
  By: /s/ Graham M. Oglesby
  Name: Graham M. Oglesby 
  Title: Vice President 
   
  Sequoia Residential Funding, Inc.,
  as Depositor
   
  By: /s/ John Isbrandtsen
  Name: John Isbrandtsen
  Title: Authorized Officer 
   
 

Redwood Residential Acquisition

Corporation, as Seller

   
  By: /s/ John Isbrandtsen 
  Name: John Isbrandtsen 
  Title: Authorized Officer 

  

28
 

 

EXHIBIT A

 

DELIVERY INSTRUCTIONS

 

Wells Fargo DOCUMENT CUSTODY

 

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

 

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

 

Shipping instructions:

·Documents placed in a pocket file folder (legal size)
·Labels, affixed to the upper right hand corner of the legal-size pocket file folder, including Issuer Name, Previous Loan # (if any), Borrower Name, Loan #
·Loan files placed in sequential, numerical loan number order inside archive boxes
·A packing list, consisting of a list of the loans and the box number, must be included in each box
·Each box must be marked on the outside to identify its contents as follows: Investor/Seller/Funding Date/Box 1 of __ , Ln # 100000–100200

 

 
 

 

EXHIBIT B

 

DATA FORMAT

 

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

 

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

 

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

 

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

 

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

 

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

 

Small int = A number between 0 and 32,000

 

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

 

Integer = Numeric without decimals.

 

*Required

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

 

 
 

 

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

Interest Only Flag

(1 = Checked 0 = Unchecked)

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

Arm Loan Rounding Method

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

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

 

 
 

 

Field Header Name   Type   Formatting   Max Length   Description 
NEGAMFLAG   TinyInt       1  

Negative Amortization Flag

(1 = Checked 0 = Unchecked)

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

Prepayment Penalty Flag

(1 = Checked 0 = Unchecked)

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

 

 
 

 

EXHIBIT C

 

AUTHORIZED REPRESENTATIVES CERTIFICATION

 

TO: Wells Fargo Bank Document Custody

 

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

 

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

 

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

  

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

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

 

 
 

 

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

 

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

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

 

ACKNOWLEDGEMENT:

(Individual)

 

State of    }ss.
     
County of    }ss.

 

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

 

 
 

 

EXHIBIT D-1

 

INITIAL AUTHORIZED REPRESENTATIVES OF THE TRUSTEE

  

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-2

 

INITIAL AUTHORIZED REPRESENTATIVES OF THE DEPOSITOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3A

 

INITIAL AUTHORIZED REPRESENTATIVES OF AMERICAN PACIFIC MORTGAGE CORPORATION, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3B

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3C

 

INITIAL AUTHORIZED REPRESENTATIVES OF BENCHMARK BANK, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3D

 

INITIAL AUTHORIZED REPRESENTATIVES OF CENLAR FSB, AS SERVICER

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3E

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3F

 

INITIAL AUTHORIZED REPRESENTATIVES OF COLE TAYLOR BANK, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3G

 

INITIAL AUTHORIZED REPRESENTATIVES OF CORNERSTONE MORTGAGE COMPANY, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3H

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3I

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3J

 

INITIAL AUTHORIZED REPRESENTATIVES OF FLAGSTAR CAPITAL MARKETS CORPORATION, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3K

 

INITIAL AUTHORIZED REPRESENTATIVES OF FRANKLIN AMERICAN MORTGAGE COMPANY, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3L

 

INITIAL AUTHORIZED REPRESENTATIVES OF FREMONT BANK, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3M

 

INITIAL AUTHORIZED REPRESENTATIVES OF GUARDHILL FINANCIAL CORPORATION, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3N

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3O

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3P

 

INITIAL AUTHORIZED REPRESENTATIVES OF PROVIDENT SAVINGS BANK, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3Q

 

INITIAL AUTHORIZED REPRESENTATIVES OF STERLING SAVINGS BANK, AS ORIGINATOR

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3R

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-3S

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT D-4

 

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

 

Name   Title   Specimen Signature
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         

 

 
 

 

EXHIBIT E

 

Wells Fargo Bank, N.A.

SCHEDULE OF FEES FOR CUSTODY SERVICES

 

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

 

Transaction Charges:1

 

Annual Safekeeping Fee:

Per Mortgage File held at end of month

 

Final/trailing Documents – Rejected Trailing/Final Documents

Includes filing of documents in the Mortgage File,

Per occurrence

 

Release Requests/Rejected Release Requests

Standard Release

-48 hour turnaround time, excludes shipping expense

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

Requests for Release

 

Rush Release Requests

24 hour turnaround time, excludes shipping expense

 

Shipping

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

 

File Reinstatements/Rejected File Reinstate

Reinstatements that cannot be accepted because the file is incomplete

 

Trust Receipts/ Certifications /Bailee Letters

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

 

File Pull Fee

Per file includes research, etc.

 

Labeling of files

Includes the preparation and application of labels to files

 

Endorsement and Assignment Stamping

Per endorsement or assignment

 

Copies of Documents

Pull fee per file

Per single sided copy

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

 

Interfiling fee

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

 

File Folders Includes placing documents not received in manila folder

 

 

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

 

 
 

 

EXHIBIT F

 

REQUEST FOR RELEASE OF DOCUMENTS

 

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

 

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

 

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

 

Mortgage Loan Number:   Investor Number:
     
Mortgagor Name, Address & Zip Code:   Pool Number:

 

Reason for Requesting Documents (check one):

 

_______ 1. Mortgage Paid in Full

 

_______ 2. Foreclosure

 

_______ 3. Substitution

 

_______ 4. Other Liquidation

 

_______ 5. Non-liquidation Reason:__________________

 

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

 

Ship To Address:    
     
     
     
Phone:    

 

Custodian

 

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

 

 
 

 

EXHIBIT G

 

FORM OF CERTIFICATION

 

DATE

 

Christiana Trust, a division of

Wilmington Savings Fund Society, FSB, as Trustee

500 Delaware Avenue, 11th Floor

Wilmington, DE 19801

Attention: Corporate Trust

 

Sequoia Residential Funding, Inc.

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention:  Sequoia Mortgage Trust 2012-3

 

Redwood Residential Acquisition Corporation

One Belvedere Place, Suite 330

Mill Valley, CA 94941

Attention:  Sequoia Mortgage Trust 2012-3

 

American Pacific Mortgage Corporation

3000 Lava Ridge Court, Suite 200

Roseville, California 95661

Attention: Chito Schnupp, EVP

 

Simonich Corporation, dba Bank of Commerce Mortgage

3130 Crow Canyon Place, Suite 300

San Ramon, California 94583

Attention: Scott M. Simonich

 

Benchmark Bank

5700 Legacy Drive – Suite 10

Plano, Texas 75024

Attention: Kay Roubadeaux

 

Cherry Creek Mortgage Co., Inc.

7600 E. Orchard Rd. Ste. 250N

Greenwood Village, CO 80111

Attention: Jerry Kaplan

 

Cenlar FSB

425 Phillips Boulevard

Ewing, NJ 08618

 

Cornerstone Mortgage Company

1177 West Loop South Suite 200

Houston, TX 77027

Attention: Daniel Cooper

 

Cole Taylor Bank

7789 East M-36

Whitmore Lake, MI 48189

Attention: Phil Miller

 

 
 

 

Embrace Home Loans, Inc.

25 Enterprise Center

Newport, RI 02842

Attention: Brian Gilpin

 

Franklin American Mortgage Company

501 Corporate Centre Drive, Suite 400

Franklin, Tennessee 37067

Attention: Kelly C. Johnson

 

Flagstar Capital Markets Corporation

5151 Corporate Drive

Troy, Michigan 48098

Attention: Product Development Department

 

First Republic Bank

111 Pine Street

San Francisco, CA 94111

Attention: Tony Sachs

 

Fremont Bank

25151 Clawiter Rd.

Hayward, CA 94545

Attention: Gary DeLuca, Residential Lending

 

GuardHill Financial Corp.

140 East 45th Street, 31st Floor

New York, NY, 10017

 

PHH Mortgage Corporation

One Mortgage Way

Mt. Laurel, NJ 08054

Attention: Vice President, Servicing

 

PrimeLending, a PlainsCapital Company

18111 Preston Road, Suite 900

Dallas, Texas 75252

Attention: Mr. Scott Eggen, SVP

 

Provident Savings Bank

3756 Central Avenue

Riverside, CA 92506

Attention: Mac Drew

 

United Shore Financial Services, LLC

555 S. Adams Road

Birmingham, MI 48009

Attention: Michael Castleforte

 

Sterling Savings Bank Home Loan Division

6505 218th St SW, Suite 9

Mountlake Terrace, WA, 98043

Attention: Kathrine Shairrick, Loan Servicing

 

 
 

 

Wintrust Mortgage,

a division of Barrington Bank and Trust

1S660 Midwest Road, Suite 100

Oakbrook Terrace, Illinois 60181

Attention: Loss Mitigation

 

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

 

Ladies and Gentlemen:

 

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

 

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

 

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

 

 
 

 

EXHIBIT H

 

FORM OF TRANSMITTAL LETTER

 

[Custodian Letterhead]

 

[ Date]

 

[Purchaser]

[Insert street address]

________________

________________

 

Re: ___________________________

 

Ladies and Gentlemen:

 

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

 

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

 

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

 

WIRE TRANSFER INSTRUCTIONS:

[to be provided by Securities Administrator]

 

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

 

 
 

 

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

 

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

 

 
 

 

EXHIBIT I

 

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

 

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

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

Annex 1

DOCUMENT TYPES AND EXCEPTION CODES

 

DOCUMENT TYPES

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

EXCEPTION CODES

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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