SEQUOIA RESIDENTIAL FUNDING, INC. Depositor WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator and CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB Trustee POOLING AND SERVICING AGREEMENT dated as of February 1,...Pooling and Servicing Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • Asset-backed securities • New York
Reference is hereby made to the Pooling and Servicing Agreement, dated as of February 1, 2013 (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 Christiana Trust, a division of Wilmington Savings Fund Society, FSB, 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 FLAGSTAR CAPITAL MARKETS CORPORATION as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser May 23, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim...Flow Mortgage Loan Purchase and Sale Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated May 23, 2011, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and FLAGSTAR CAPITAL MARKETS CORPORATION, a Delaware corporation, as seller (the “Seller”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 1st day of March, 2013, 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 February 1, 2013 (the “Pooling and Servicing Agreement”), and Flagstar Capital Markets Corporation, a Delaware corporation (“Flagstar”).
SEQUOIA MORTGAGE TRUST 2013-3 Mortgage Pass-Through Certificates, Series 2013-3 UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • 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, 2013, 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 March 1, 2013 (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 1, 2013 (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, a
CUSTODIAL AGREEMENTCustodial Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • Asset-backed securities • New York
THIS CUSTODIAL AGREEMENT dated as of February 1, 2013 (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 2013-3 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2013 (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.
AMENDMENT NO. 1 TOFlow Mortgage Loan Servicing Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • 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”).
FLOW MORTGAGE LOAN SALE AND SERVICING AGREEMENT between FIRST REPUBLIC BANK as Seller and as Servicer, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser July 1, 2010 Residential Mortgage LoansFlow Mortgage Loan Sale and Servicing Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the “Agreement”), dated July 1, 2010, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and FIRST REPUBLIC BANK, a California corporation, as seller (the “Seller”) and as servicer (the “Servicer”).
SEQUOIA MORTGAGE TRUST 2013-3 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, 2013 MORTGAGE LOAN PURCHASE AND...Mortgage Loan Purchase and Sale Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • Asset-backed securities • New York
This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of March 1, 2013, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).
January 25, 2013Letter Agreement • February 28th, 2013 • Sequoia Mortgage Trust 2013-3 • Asset-backed securities • New York
By this letter agreement (this “Letter Agreement”), we are pleased to confirm the terms and conditions under which (i) Credit Suisse Securities (USA) LLC (together with our subsidiaries and affiliates, “CS”) 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 “2013-3 Securities”) issued by Sequoia Mortgage Trust 2013-3 (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 at least two of Moody’s Investors Service, Inc., Fitch Ratings, Inc. or Standard & Poor’s Ratings Services, a Standard & Poor’s Financi
