0001144204-12-037516 Sample Contracts

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Flagstar Capital Markets Corporation, a Delaware corporation (“Flagstar”).

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ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Provident Savings Bank, a national banking association (“Provident”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Simonich Corporation, dba Bank of Commerce Mortgage, a California corporation (“BOCM”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Embrace Home Loans, Inc., a Rhode Island corporation (“Embrace”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and PrimeLending, a PlainsCapital Company, a Texas corporation (“PrimeLending”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Fremont Bank, a California state chartered financial institution (“Fremont”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Cherry Creek Mortgage Co., Inc., a Colorado corporation (“Cherry Creek”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Cornerstone Mortgage Company, a Texas corporation (“Cornerstone”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment, Assumption and Recognition Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and PHH Mortgage Corporation, a New Jersey corporation (“PHH”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of June, 2012, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, a federal savings bank, 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 June 1, 2012 (the “Pooling and Servicing Agreement”), and Sterling Savings Bank, a Washington corporation (“Sterling”).

SEQUOIA MORTGAGE TRUST 2012-3 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of June 27, 2012 MORTGAGE LOAN PURCHASE AND...
Mortgage Loan Purchase and Sale Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of June 27, 2012, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).

CUSTODIAL AGREEMENT
Custodial Agreement • July 2nd, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York

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

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