Custodial Agreement Sample Contracts

Ares Commercial Real Estate Cor – Assignment and Amendment No. 1 to Custodial Agreement (March 1st, 2018)

Assignor, the Sellers, the Mezzanine Subsidiary and the Custodian are parties to that certain Custodial Agreement, dated as of April 9, 2014 (the "Existing Custodial Agreement"; as amended by this Amendment, the "Custodial Agreement"). Capitalized terms, words and/or phrases used but not otherwise defined herein shall have the meanings given to them in the Existing Custodial Agreement.

KKR Real Estate Finance Trust Inc. – Amendment No. 2 to Master Repurchase and Securities Contract, Guarantee Agreement, Servicing Agreement and Custodial Agreement (April 3rd, 2017)

AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT, SERVICING AGREEMENT AND CUSTODIAL AGREEMENT, dated as of September 9, 2016 (this Amendment), between and among KREF LENDING I LLC, a Delaware limited liability company (Seller), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer), KKR REAL ESTATE FINANCE HOLDINGS, L.P., a Delaware limited partnership (Guarantor), SITUS ASSET MANAGEMENT LLC, a Delaware limited liability company (Servicer) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Custodian (Custodian). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

Bitcoin Investment Trust – BITCOIN CUSTODIAL AGREEMENT March 3, 2017 Among Bitcoin Investment Trust, Grayscale Investments LLC, and Xapo, Inc. (March 24th, 2017)

This AGREEMENT (the Agreement) is entered into as of this 7th day of August, 2015 among Bitcoin Investment Trust, a Delaware statutory trust (the Trust), Grayscale Investments LLC, a Delaware Limited Liability Company, as sponsor to the Trust (the Sponsor), and Xapo, Inc., a Delaware corporation (Xapo). This Agreement sets forth the terms and conditions pursuant to which Xapo is to act as a custodian for bitcoins for Account Holder.

KKR Real Estate Finance Trust Inc. – Amendment No. 2 to Master Repurchase and Securities Contract, Guarantee Agreement, Servicing Agreement and Custodial Agreement (March 10th, 2017)

AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT, SERVICING AGREEMENT AND CUSTODIAL AGREEMENT, dated as of September 9, 2016 (this Amendment), between and among KREF LENDING I LLC, a Delaware limited liability company (Seller), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Buyer), KKR REAL ESTATE FINANCE HOLDINGS, L.P., a Delaware limited partnership (Guarantor), SITUS ASSET MANAGEMENT LLC, a Delaware limited liability company (Servicer) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Custodian (Custodian). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

Audax Credit BDC Inc. – Custodial Agreement (July 14th, 2015)

THIS CUSTODIAL AGREEMENT (this "Agreement") dated as of July 8, 2015, is entered into between AUDAX CREDIT BDC INC. (the "Company") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (the "Custodian").

Custodial Agreement (March 2nd, 2015)

THIS CUSTODIAL AGREEMENT (the "Agreement"), dated as of October 30, 2014, by and among ACAS FUNDING II, LLC, a Delaware limited liability company (the "Borrower"), AMERICAN CAPITAL LEVERAGED FINANCE MANAGEMENT, LLC, a Delaware limited liability company (the "Manager"), DEUTSCHE BANK AG, NEW YORK BRANCH (the "Administrative Agent") and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as custodian and securities intermediary (the "Custodian").

FS Investment Corp II – Custodial Agreement (May 19th, 2014)

THIS CUSTODIAL AGREEMENT (the Agreement), dated as of May 14, 2014, by and among DUNNING CREEK LLC, a Delaware limited liability company (the Borrower), FS INVESTMENT CORPORATION II, a Maryland corporation (the Manager), DEUTSCHE BANK AG, NEW YORK BRANCH (the Administrative Agent) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as custodian and securities intermediary (the Custodian).

Ameriprise Certificate Co – Amendment to Depository and Custodial Agreement (May 5th, 2014)

This Amendment to Depository and Custodial Agreement, dated as of December 15, 2008 (the "Amendment"), is between Ameriprise Trust Company ("Custodian") and Ameriprise Certificate Company ("ACC") and amends the Depository and Custodial Agreement, dated as of December 31, 2006 (the "Agreement"), between Custodian and ACC.

JGWPT Holdings Inc. – Custodial Agreement (October 28th, 2013)

This Custodial Agreement (this Agreement) is effective as of July 12, 2011 (the Effective Date), by and between J.G. Wentworth, LLC, a Delaware limited liability company (JGW), and Peach Group Holdings Inc., a Delaware corporation (Peach Group). JGW and Peach Group may each be individually referred to as a Party in this Agreement and collectively as the Parties.

Royal Bank Of Canada – CUSTODIAL AGREEMENT by and Among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Issuer and COMPUTERSHARE TRUST COMPANY OF CANADA as Custodian and Bond Trustee June 24, 2013 (July 10th, 2013)

The Custodian is authorized to and agrees to receive and hold the Custodial Documents. It is the Issuer's or the Guarantor LP's responsibility to deliver or cause to be delivered to the Custodian, promptly, and in any event no later than 15 Business Days, in a timely manner all documents, data and any replacement thereof or updates thereto to be delivered to the Custodian, in accordance with terms of the Transaction Documents and the requirements set out in the Guide. The Custodian shall segregate and maintain continuous custody and control of all documents and data deposited with it and shall hold any such physical documents in secure and fireproof facilities, in accordance with customary standards for such storage.

Kingsway Financial Services, Inc. – Rights Agency and Custodial Agreement (June 17th, 2013)
Sequoia Mortgage Trust 2013-8 – Custodial Agreement (June 14th, 2013)

THIS CUSTODIAL AGREEMENT dated as of June 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Wilmington Trust, National Association, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-8 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wilmington Trust, National Association, CitiMortgage, Inc., as master servicer, Citibank, N.A., as securities administrator and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-8 – Custodial Agreement (June 12th, 2013)

THIS CUSTODIAL AGREEMENT dated as of June 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Wilmington Trust, National Association, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-8 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wilmington Trust, National Association, CitiMortgage, Inc., as master servicer, Citibank, N.A., as securities administrator and Sequoia Residential Funding, Inc.

Kingsway Financial Services, Inc. – Rights Agency and Custodial Agreement (May 30th, 2013)
Sequoia Mortgage Trust 2013-7 – Custodial Agreement (May 24th, 2013)

THIS CUSTODIAL AGREEMENT dated as of May 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Wilmington Trust, National Association, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-7 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Wilmington Trust, National Association, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-7 – Custodial Agreement (May 23rd, 2013)

THIS CUSTODIAL AGREEMENT dated as of May 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Wilmington Trust, National Association, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-7 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Wilmington Trust, National Association, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-6 – Custodial Agreement (May 1st, 2013)

THIS CUSTODIAL AGREEMENT dated as of April 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-6 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-6 – Custodial Agreement (April 29th, 2013)

THIS CUSTODIAL AGREEMENT dated as of April 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-6 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-4 – Custodial Agreement (March 27th, 2013)

THIS CUSTODIAL AGREEMENT dated as of March 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-4 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-4 – Custodial Agreement (March 20th, 2013)

THIS CUSTODIAL AGREEMENT dated as of March 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-4 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-3 – Custodial Agreement (March 5th, 2013)

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

Sequoia Mortgage Trust 2013-3 – Custodial Agreement (February 28th, 2013)

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

Sequoia Mortgage Trust 2013-2 – Custodial Agreement (January 31st, 2013)

THIS CUSTODIAL AGREEMENT dated as of January 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-2 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-2 – Custodial Agreement (January 29th, 2013)

THIS CUSTODIAL AGREEMENT dated as of January 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-2 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2013-1 – Custodial Agreement (January 16th, 2013)

THIS CUSTODIAL AGREEMENT dated as of January 1, 2013 (this "Custodial Agreement"), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2013-1 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2013 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2012-6 – Custodial Agreement (December 4th, 2012)

THIS CUSTODIAL AGREEMENT dated as of November 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 2012-6 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of November 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.

Sequoia Mortgage Trust 2012-6 – Custodial Agreement (November 29th, 2012)

THIS CUSTODIAL AGREEMENT dated as of November 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 2012-6 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of November 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.

Sequoia Mortgage Trust 2012-5 – Custodial Agreement (November 2nd, 2012)

THIS CUSTODIAL AGREEMENT dated as of October 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 2012-5 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of October 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.

Sequoia Mortgage Trust 2012-5 – Custodial Agreement (October 30th, 2012)

THIS CUSTODIAL AGREEMENT dated as of October 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 2012-5 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of October 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.

Sequoia Mortgage Trust 2012-4 – Custodial Agreement (September 26th, 2012)

THIS CUSTODIAL AGREEMENT dated as of September 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 2012-4 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of September 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.

Sequoia Mortgage Trust 2012-4 – Custodial Agreement (September 24th, 2012)

THIS CUSTODIAL AGREEMENT dated as of September 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 2012-4 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of September 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.

Sequoia Mortgage Trust 2012-3 – Custodial Agreement (July 2nd, 2012)

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.

Sequoia Mortgage Trust 2012-3 – Custodial Agreement (June 29th, 2012)

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.

Sequoia Mortgage Trust 2012-2 – Custodial Agreement (April 2nd, 2012)

THIS CUSTODIAL AGREEMENT dated as of March 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 U.S. Bank National Association, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2012-2 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2012 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., U.S. Bank National Association, and Sequoia Residential Funding, Inc.

Sequoia Mortgage Trust 2012-2 – Custodial Agreement (March 30th, 2012)

THIS CUSTODIAL AGREEMENT dated as of March 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 U.S. Bank National Association, not in its individual capacity but solely as trustee (as "Trustee") for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2012-2 (the "Mortgage Certificates"), issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2012 (the "Pooling and Servicing Agreement"), by and among Wells Fargo Bank, N.A., U.S. Bank National Association, and Sequoia Residential Funding, Inc.