FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT betweenMortgage Loan Purchase and Sale Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated September 1, 2011, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and CORNERSTONE MORTGAGE COMPANY, as seller (the “Seller”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 30th day of October, 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 October 1, 2012 (the “Pooling and Servicing Agreement”), and Flagstar Capital Markets Corporation, a Delaware corporation (“Flagstar”).
SEQUOIA MORTGAGE TRUST 2012-5 Mortgage Pass-Through Certificates, Series 2012-5 UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • 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 October 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”), Christiana Trust, a division of Wilmington Savings Fund Society, FSB, 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 October 30, 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 October 30, 2012 (the “Mortgage Loan Purchase Agreement”), between the Seller, as sell
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 21st day of September, 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 September 1, 2012 (the “Pooling and Servicing Agreement”), and PrimeLending, a PlainsCapital Company, a Texas corporation (“PrimeLending”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
This is an Assignment, Assumption and Recognition Agreement (the “Agreement”) made as of the 30th day of October, 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 October 1, 2012 (the “Pooling and Servicing Agreement”), and PHH Mortgage Corporation, a New Jersey corporation (“PHH”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 30th day of October, 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 October 1, 2012 (the “Pooling and Servicing Agreement”), and Cornerstone Mortgage Company, a Texas corporation (“Cornerstone”).
SEQUOIA MORTGAGE TRUST 2012-5 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of October 30, 2012 MORTGAGE LOAN PURCHASE...Mortgage Loan Purchase and Sale Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of October 30, 2012, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).
CUSTODIAL AGREEMENTCustodial Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
THIS CUSTODIAL AGREEMENT dated as of October 1, 2012 (this “Custodial Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as trustee (as “Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2012-5 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2012 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Christiana Trust, a division of Wilmington Savings Fund Society, FSB, and Sequoia Residential Funding, Inc.
September 21, 2012Underwriting Agreement • October 30th, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York
By this letter agreement (this “Letter Agreement”), we are pleased to confirm the terms and conditions under which RBS Securities, Inc. (together with our subsidiaries and affiliates, “RBS”) will act as sole lead underwriter for RWT Holdings, Inc. (the “Company”), a wholly-owned subsidiary of Redwood Trust, Inc. (“Redwood Trust,” and together with the Company and their subsidiaries and affiliates, “Redwood”) in connection with the proposed offering and sale (together, the “Offering”) of certain classes of mortgage-backed securities (the “2012-5 Securities”) issued by Sequoia Mortgage Trust 2012-5 (the “Issuing Entity” and such issuance, the “Transaction”). The Issuing Entity is expected to issue (i) one or more classes of senior certificates entitled to payments of both interest and principal that will be rated AAA or its equivalent by two of Moody’s Investors Service, Inc., Fitch Ratings, Inc. or Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (
