MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENTMortgage Loan Flow Purchase, Sale & Servicing Agreement • February 28th, 2011 • Sequoia Mortgage Trust 2011-1 • Asset-backed securities • New York
This Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, is entered into between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as the Purchaser (“Purchaser”), PHH MORTGAGE CORPORATION, as Seller (the “Seller”) and as Servicer (the “Servicer”).
SEQUOIA MORTGAGE TRUST 2011-1 Mortgage Pass-Through Certificates, Series 2011-1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2011 • Sequoia Mortgage Trust 2011-1 • Asset-backed securities • New York
The Issuing Entity will be formed, and the Certificates will be issued, pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”) dated as of February 1, 2011, between the Depositor, Wells Fargo Bank, N.A., in the capacities of master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Citibank, N.A., as trustee (in such capacity, the “Trustee”), and acknowledged as to specified sections by Redwood Residential Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Redwood Trust, as seller (the “Seller”). On or about March 1, 2011 (the “Closing Date”), the Seller will assign all of its right, title and interest in the Mortgage Loans to the Depositor pursuant to a mortgage loan purchase and sale agreement, dated as of February 1, 2011 (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, and the Depositor, as purchaser. Pursuant to the Poo
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • February 28th, 2011 • Sequoia Mortgage Trust 2011-1 • Asset-backed securities • New York
This is an Assignment, Assumption and Recognition Agreement (the “Agreement”) made as of the 1st day of March, 2011, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Citibank, N.A., a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” and as referred to herein, the “Assignee”) under a Pooling and Servicing Agreement dated as of February 1, 2011 (the “Pooling and Servicing Agreement”), and PHH Mortgage Corporation, a New Jersey corporation (“PHH”).
SEQUOIA RESIDENTIAL FUNDING, INC. Depositor WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator and CITIBANK, N.A. Trustee POOLING AND SERVICING AGREEMENT dated as of February 1, 2011 SEQUOIA MORTGAGE TRUST 2011-1Pooling and Servicing Agreement • February 28th, 2011 • Sequoia Mortgage Trust 2011-1 • Asset-backed securities • New York
Reference is hereby made to the Pooling and Servicing Agreement, dated as of February 1, 2011 (the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator and Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
CUSTODIAL AGREEMENT Dated as of February 1, 2011 CITIBANK, N.A., as Trustee, WELLS FARGO BANK, N.A., as Custodian, WELLS FARGO BANK, N.A., as Master Servicer, SEQUOIA RESIDENTIAL FUNDING, INC., as Depositor, and REDWOOD RESIDENTIAL ACQUISITION...Custodial Agreement • February 28th, 2011 • Sequoia Mortgage Trust 2011-1 • Asset-backed securities • New York
THIS CUSTODIAL AGREEMENT dated as of February 1, 2011 (this “Custodial Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Citibank, N.A., not in its individual capacity but solely as trustee (as “Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2011-1 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2011 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Citibank, N.A., and Sequoia Residential Funding, Inc.
SEQUOIA MORTGAGE TRUST 2011-1 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of March 1, 2011Mortgage Loan Purchase and Sale Agreement • February 28th, 2011 • Sequoia Mortgage Trust 2011-1 • Asset-backed securities • New York
