FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT between GEORGE MASON MORTGAGE, LLC, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser August 1, 2012 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing...Flow Mortgage Loan Purchase and Sale Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated August 1, 2012, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and GEORGE MASON MORTGAGE, LLC, as seller (the “Seller”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 23rd day of May, 2013, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), Wilmington Trust, 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 May 1, 2013 (the “Pooling and Servicing Agreement”), and George Mason Mortgage, LLC, a Virginia limited liability company (“George Mason”).
SEQUOIA MORTGAGE TRUST 2013-7 Mortgage Pass-Through Certificates, Series 2013-7 UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • 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 May 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”), Wilmington Trust, 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 May 23, 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 May 23, 2013 (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, and the Depositor, as purchaser. Pursu
CUSTODIAL AGREEMENTCustodial Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • Asset-backed securities • New York
THIS CUSTODIAL AGREEMENT dated as of May 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 Wilmington Trust, 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 2013-7 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2013 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Bank, N.A., Wilmington Trust, National Association, and Sequoia Residential Funding, Inc.
AMENDMENT NO. 1 TOFlow Mortgage Loan Servicing Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • 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”).
SEQUOIA MORTGAGE TRUST 2013-7 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of May 23, 2013 MORTGAGE LOAN PURCHASE AND...Mortgage Loan Purchase and Sale Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • Asset-backed securities • New York
This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of May 23, 2013, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of the 23rd day of May, 2013 (the “Assignment”), is entered into by and among Redwood Residential Acquisition Corporation (the “Assignor” and, solely in its capacity as servicing administrator described herein, the “Servicing Administrator”), Sequoia Residential Funding, Inc. (the “Depositor”), Cenlar FSB, as the servicer (the “Servicer”), and Wilmington Trust, National 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 May 1, 2013 (the “Pooling and Servicing Agreement”) among the Depositor, the Assignee and Wells Fargo Bank, N.A., as master servicer and securities administrator.
May 6, 2013Letter Agreement • May 23rd, 2013 • Sequoia Mortgage Trust 2013-7 • 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 offer and sale (together, the “Offering”) of certain classes of mortgage-backed securities (the “2013-7 Securities”) issued by Sequoia Mortgage Trust 2013-7 (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 (each
