SEQUOIA RESIDENTIAL FUNDING, INC. Depositor WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator and U.S. BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT dated as of March 1, 2012 SEQUOIA MORTGAGE TRUST 2012-2Pooling and Servicing Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
Reference is hereby made to the Pooling and Servicing Agreement, dated as of March 1, 2012 (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 U.S. Bank National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.
FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT between BENCHMARK BANK, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser September 1, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only)Mortgage Loan Purchase and Sale Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
Applicable Requirements: With respect to the Mortgage Loans, as applicable and as of the time of reference, (i) the terms of the applicable Mortgage and Mortgage Note; (ii) Customary Servicing Procedures; (iii) all federal, state and local laws, statutes, rules, regulations and ordinances applicable to the servicing of the Mortgage Loans including, without limitation, the applicable requirements and guidelines of any insurer or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (iv) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the servicing of the Mortgage Loans; and (v) all contractual obligations relating to the servicing of the Mortgage Loans including, without limitation, those contractual obligations contained in any applicable servicing agreement or in any agreement relating to the Mortgage Loans with any insurer or in the Mortgage File.
FLOW MORTGAGE LOAN SALE AND SERVICING AGREEMENT between FIRST REPUBLIC BANK as Seller and as Servicer, and BARCLAYS BANK PLC, as Purchaser March 16, 2012 Performing Residential Mortgage Loans (Servicing Retained)Mortgage Loan Sale and Servicing Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the “Agreement”), dated as of March 16, 2012, is hereby executed by and between BARCLAYS BANK PLC, a public limited company registered in England and Wales under company number 1026167, having an office at 745 Seventh Avenue, New York, New York, 10019, as purchaser (the “Purchaser”), and FIRST REPUBLIC BANK, a California corporation having an office at 111 Pine Street, San Francisco, California 94111, as seller (the “Seller”) and as servicer (the “Servicer”).
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENTMortgage Loan Flow Purchase, Sale & Servicing Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • 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”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), and Flagstar Capital Markets Corporation, a Delaware corporation (“Flagstar”).
SEQUOIA MORTGAGE TRUST 2012-2 Mortgage Pass-Through Certificates, Series 2012-2 UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • 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 March 1, 2012, 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”), U.S. Bank National Association, 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 29, 2012 (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 March 29, 2012 (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, and the Depositor, as purchaser. Pursuan
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of March 1, 2012, among the Depositor, Wells Fargo Bank, N.A., as master servicer and securities administrator, and the Trustee (the “Pooling and Servicing Agreement”), and Shore Financial Services, Inc., a Michigan corporation (“Shore”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), and Cole Taylor Bank, an Illinois corporation (“Cole Taylor”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), and GuardHill Financial Corporation, a national banking association (“GuardHill”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
AMENDMENT NO. 1 TOFlow Mortgage Loan Servicing Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN SERVICING AGREEMENT (the “Agreement”), dated August 1, 2011 is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as owner of the mortgage loans described herein, including the related servicing rights (the “Owner”), and CENLAR FSB, a federal savings bank, as servicer of such mortgage loans (the “Servicer”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), and PrimeLending, a PlainsCapital Company, a Texas corporation (“PrimeLending”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), and Franklin American Mortgage Company, a Tennessee corporation (“Franklin American”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), and American Pacific Mortgage Corporation, a California corporation (“American Pacific”).
CUSTODIAL AGREEMENTCustodial Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
THIS CUSTODIAL AGREEMENT dated as of March 1, 2012 (this “Custodial Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and U.S. Bank National Association, not in its individual capacity but solely as trustee (as “Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2012-2 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2012 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., U.S. Bank National Association, and Sequoia Residential Funding, Inc.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This is an Assignment, Assumption and Recognition Agreement (the “Agreement”) made as of the 29th day of March, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, 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 March 1, 2012 (the “Pooling and Servicing Agreement”), and PHH Mortgage Corporation, a New Jersey corporation (“PHH”).
SEQUOIA MORTGAGE TRUST 2012-2 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of March 29, 2012 MORTGAGE LOAN PURCHASE AND...Mortgage Loan Purchase and Sale Agreement • March 30th, 2012 • Sequoia Mortgage Trust 2012-2 • Asset-backed securities • New York
This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of March 29, 2012, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).
