SEQUOIA RESIDENTIAL FUNDING, INC. Depositor CITIMORTGAGE, INC. Master Servicer CITIBANK, N.A. Securities Administrator and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT dated as of June 1, 2013 SEQUOIA MORTGAGE TRUST...Pooling and Servicing Agreement • June 12th, 2013 • Sequoia Mortgage Trust 2013-8 • Asset-backed securities • New York
Reference is hereby made to the Pooling and Servicing Agreement, dated as of June 1, 2013 (the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, CitiMortgage, Inc., as Master Servicer, Citibank, N.A., as Securities Administrator, and Wilmington Trust, 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 GEORGE MASON MORTGAGE, LLC, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser August 1, 2012 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing...Mortgage Loan Purchase and Sale Agreement • June 12th, 2013 • Sequoia Mortgage Trust 2013-8 • 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 • June 12th, 2013 • Sequoia Mortgage Trust 2013-8 • Asset-backed securities • New York
This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 13th day of June, 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 June 1, 2013 (the “Pooling and Servicing Agreement”), and PrimeLending, a PlainsCapital Company, a Texas corporation (“PrimeLending”).
SEQUOIA MORTGAGE TRUST 2013-8 Mortgage Pass-Through Certificates, Series 2013-8 UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2013 • Sequoia Mortgage Trust 2013-8 • 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 June 1, 2013, between the Depositor, CitiMortgage, Inc., as master servicer (the “Master Servicer”), Citibank, N.A., as securities administrator (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 June 13, 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 June 13, 2013 (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, and the Depositor, as purchaser. Pursuant to the Pooling and Servicing Agreem
CUSTODIAL AGREEMENTCustodial Agreement • June 12th, 2013 • Sequoia Mortgage Trust 2013-8 • Asset-backed securities • New York
THIS CUSTODIAL AGREEMENT dated as of June 1, 2013 (this “Custodial Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian, 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 2013-8 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2013 (the “Pooling and Servicing Agreement”), by and among Wilmington Trust, National Association, CitiMortgage, Inc., as master servicer, Citibank, N.A., as securities administrator and Sequoia Residential Funding, Inc.
SEQUOIA MORTGAGE TRUST 2013-8 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of June 13, 2013 MORTGAGE LOAN PURCHASE AND...Mortgage Loan Purchase and Sale Agreement • June 12th, 2013 • Sequoia Mortgage Trust 2013-8 • Asset-backed securities • New York
This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of June 13, 2013, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).
May 23, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park NY1-100-11-01 New York, NY 10036Underwriting Agreement • June 12th, 2013 • Sequoia Mortgage Trust 2013-8 • Asset-backed securities • New York
By this letter agreement (this “Letter Agreement”), we are pleased to confirm the terms and conditions under which Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with our subsidiaries and affiliates, “MLPF&S”) 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 “2013-8 Securities”) issued by Sequoia Mortgage Trust 2013-8 (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 Fin
