Common use of Security Interest Matters Clause in Contracts

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of, collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence the Receivables have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is foregoing representations and warranties may not aware of any material judgment be waived and will survive until this Indenture has been discharged. (b) All financing statements filed or tax lien filings to be filed against the Seller. The Seller has not communicated, and Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Indenture Trustee. (viii) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee. (ix) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (x) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC or, if such terms are not separately defined in the Relevant UCC, “chattel paper”). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of, collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Indenture Trustee. (viii) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee. (ix) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (x) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. (a) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerIssuer. With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. (b) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder. Other than the security interest granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder, the Seller Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Issuer that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail installment sale sales contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Issuer is not aware of any material judgment or tax lien Lien filings against the Seller. The Seller has not communicated, and Issuer. (c) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase the Sale and Servicing Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Equipment. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as or, if such terms are not separately defined in the Relevant applicable UCC , “chattel paper”) or, in the case of Receivables relating to Dealer Loans, “accounts”, instruments” or “payment intangibles” within the meaning of the applicable UCC). . (iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement or installment sales contract that constitute or evidence those Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of January 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. (a) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerIssuer. With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. (b) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder. Other than the security interest granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder, the Seller Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Issuer that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Issuer is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and Issuer. (c) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of May 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RWT hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling Agreement, dated as of April 1, 2010 (as in effect on the date of execution hereof, the “Pooling Agreement”) by and between Sequoia, as depositor, and Wxxxx Fargo Bank, N.A., as trustee) (as assignee of Sequoia): (i) this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RWT; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RWT, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RWT has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RWT has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RWT has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RWT has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment sale contracts will be automatically released upon the sales to Sequoia; (viii) RWT is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of [date] (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, [Master Servicer Name], as master servicer, [Securities Administrator Name], as securities administrator, and [Trustee Name], as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of October 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of September 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of February 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this the Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of June 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of March 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and U.S. Bank National Association, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of June 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, CitiMortgage, Inc., as master servicer, Citibank, N.A., as securities administrator, and Wilmington Trust, National Association, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement Indenture creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Equipment. (iii) The Receivables constitute “tangible chattel paper” or, in the case of Receivables relating to Dealer Loans, “accounts”, instruments” or “electronic chattel paperpayment intangibles” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement or installment sales contract that constitute or evidence those Receivables that constitute tangible chattel paper have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, Indenture Trustee. (b) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of September 1, 2011 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and U.S. Bank National Association, as trustee) (as assignee of Sequoia): (i) this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of February 1, 2011 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Citibank, N.A., as trustee) (as assignee of Sequoia): (i) this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of March 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase Agreement creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. With respect to each Receivable, the Seller has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this the Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of January 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Xxxxx Fargo Bank, N.A., as master servicer and securities administrator, and U.S. Bank National Association, as trustee) (as assignee of Sequoia): (i) this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of November 1, 2012 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. This Receivables Purchase RRAC hereby represents and warrants for the benefit of Sequoia and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of April 1, 2013 (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Sequoia, as depositor, Wxxxx Fargo Bank, N.A., as master servicer and securities administrator, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee) (as assignee of Sequoia): (i) Section 5 of this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the DepositorSequoia, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from RRAC; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” or “electronic chattel paper” within the meaning of the applicable UCC; (each as defined in the Relevant UCC). The Seller has caused or will cause iii) RRAC, immediately prior to the Closing Date the filing its transfer of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions Mortgage Loans under applicable law necessary to perfect the security interest in the Receivables granted this Agreement, will own and have good, valid and marketable title to the Depositor under this Receivables Purchase Agreement. Other Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RRAC has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the Custodian (as assignee of Sequoia); (vi) RRAC has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia or its assignee; (vii) other than the ownership or security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller RRAC has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller Mortgage Loans; RRAC has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the ownership or security interest granted to the Depositor under this Receivables Purchase Agreement Sequoia hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Sequoia; (viii) RRAC is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture TrusteeSequoia.

Security Interest Matters. (a) This Receivables Purchase Agreement Indenture creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the SellerIssuer. With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. (b) The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder. Other than the security interest granted to the Depositor under this Receivables Purchase AgreementIndenture Trustee hereunder, the Seller Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Issuer that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail installment sale contracts and installment loans that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller Issuer is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and Issuer. (c) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: "A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee".

Security Interest Matters. This Receivables Purchase Agreement creates (i) The provisions of the Transaction Documents are effective to (x) either (1) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposes and financial accounting purposes) or (2) in the event that a court or other forum re-characterizes the Transactions hereunder as other than sales, create in favor of Purchaser a legal, valid and continuing enforceable “security interest” (as defined in Section 1-201(b)(35) of the Relevant UCC) in all rights, title and interest of Seller in, to and under the Receivables Purchased Items in which a security interest may be created under the UCC and (y) create in favor of the DepositorPurchaser a legal, which valid and enforceable “security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of, collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copyinterest” (as defined in Section 1-201(b)(35) of the Relevant UCC) in all rights, title and interest of any Receivable Seller in, to any Person and under the Collateral in which a security interest may be created under the UCC. (ii) With respect to the portion of the Collateral constituting an “instrument” (as defined in Section 9-102(a)(47) of the UCC), upon possession of such Collateral constituting an “instrument” by the Custodian or by an escrow agent pursuant to the Escrow Agreement, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid and enforceable perfected first priority security interest in all right, title and interest of Seller in such Collateral constituting an “instrument”. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and perfected security interest in that portion of the Collateral, the Equity Pledged Collateral or the Originator Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements. In the event that court or other forum recharacterizes the Transactions hereunder as other than sales, upon the Servicerfiling of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and perfected security interest in that portion of the Trust or Purchased Items in which a security interest can be perfected under the Indenture TrusteeUCC by the filing of financing statements. (iv) Upon execution and delivery of the Account Control Agreement, Purchaser shall have a legal, valid and enforceable perfected security interest in the Collection Account and the Servicer Collection Account and all funds at any time credited to either such account, with the consequences of perfection by control accorded by Article 9 of the UCC.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee. (viii) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (ix) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is foregoing representations and warranties may not aware of any material judgment be waived and will survive until this Indenture has been discharged. (b) All financing statements filed or tax lien filings to be filed against the Seller. The Seller has not communicated, and Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.

Security Interest Matters. This The Receivables Purchase Agreement ------------------------- creates a valid and continuing “"security interest” " (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller. The Receivables constitute “"tangible chattel paper” or “electronic chattel paper” " (each as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this the Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this the Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase the Sale and Servicing Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer Trust or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. This Receivables Purchase Seller hereby represents and warrants for the benefit of Depositor and the Trustee (as defined in the Pooling and Servicing Agreement, dated as of _________ __, 201_ (as in effect on the date of execution hereof, the “Pooling and Servicing Agreement”) among Depositor, as depositor, [_____________], as master servicer and securities administrator, and [_____________], as trustee) (as assignee of Depositor): (i) this Agreement creates a valid and continuing “security interest” interest (as defined in the Relevant applicable UCC) in the Receivables Mortgage Loans in favor of the Depositor, which security interest is prior to all other Liens Liens, and is enforceable as such as against creditors of and purchasers from Seller; (ii) the Seller. The Receivables Mortgage Notes constitute “tangible chattel paperinstruments” within the meaning of the applicable UCC; (iii) Seller, immediately prior to its transfer of Mortgage Loans under this Agreement, will own and have good, valid and marketable title to the Mortgage Loans free and clear of any Lien, claim or “electronic chattel paper” encumbrance of any Person; (each as defined in the Relevant UCC). The iv) Seller has caused or will cause prior received all consents and approvals required by the terms of the Mortgage Loans to the Closing Date sale of the filing Mortgage Loans hereunder to Depositor; (v) all original executed copies of all appropriate financing statements in each Mortgage Note that constitute or evidence the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted Mortgage Loans have been delivered to the Custodian (as assignee of Depositor); (vi) Seller has received a written acknowledgment from the Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Depositor under this Receivables Purchase Agreement. Other or its assignee; (vii) other than the security interest granted to Depositor pursuant to this Agreement and security interests granted to lenders which will be automatically released on the Depositor under this Receivables Purchase AgreementClosing Date, the Seller has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Mortgage Loans; Seller has not authorized the filing of, of and is not aware of any financing statements against the Seller it that include a description of, of collateral covering the Receivables Mortgage Loans other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement hereunder or that has been terminated. The motor vehicle retail installment will be automatically released upon the sale contracts to Depositor; (viii) Seller is not aware of any judgment or tax lien filing against itself; and (ix) none of the Mortgage Notes that constitute or evidence the Receivables do not Mortgage Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller. The Seller has not communicated, and will not communicate, an “authoritative copy” (as defined in the Relevant UCC) of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee.

Security Interest Matters. (a) The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (i) This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant applicable UCC) in the Receivables in favor of the DepositorIndenture Trustee, which security interest is prior to all other Liens Liens, and is enforceable as such against creditors of and purchasers from the Seller. Issuer. (ii) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (iii) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. (each as defined in the Relevant UCC). iv) The Seller Issuer has caused or will cause on or prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law Applicable Law necessary to perfect the security interest in the Receivables granted to the Depositor under this Indenture Trustee hereunder. (v) The Issuer owns and has good and marketable title to the Receivables Purchase Agreement. free and clear of any Lien, claim or encumbrance of any Person. (vi) All original executed copies of each loan agreement and installment sales contract that constitute or evidence those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Indenture Trustee. (vii) The Issuer has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer, as custodian for the Indenture Trustee. (viii) The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture Trustee. (ix) Other than the security interest granted to the Depositor under Indenture Trustee pursuant to this Receivables Purchase AgreementIndenture, the Seller Issuer has not pledged, assigned, sold, granted a security interest in in, or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser)Receivables. The Seller Issuer has not authorized the filing of, of and is not aware of any financing statements against the Seller Indenture Trustee that include a description of, of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement Indenture Trustee hereunder or that has been terminated. The motor vehicle retail Issuer is not aware of any judgment or tax lien filings against the Issuer. (x) None of the loan agreements or installment sale sales contracts that constitute or evidence the Receivables do not have has any marks or notations indicating that they have it has been pledged, assigned assigned, or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is foregoing representations and warranties may not aware of any material judgment be waived and will survive until this Indenture has been discharged. (b) All financing statements filed or tax lien filings to be filed against the Seller. The Seller has not communicated, and Issuer in favor of the Indenture Trustee contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will not communicate, an “authoritative copy” (as defined in violate the Relevant UCC) rights of any Receivable to any Person other than the Servicer, the Trust or the Indenture Trustee”.