between WINTRUST MORTGAGE CORPORATION, A DIVISION OF BARRINGTON BANK AND TRUST, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser June 1, 2011 Residential Mortgage LoansFlow Mortgage Loan Purchase and Sale Agreement • June 29th, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated June 1, 2011, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the “Purchaser”), and WINTRUST MORTGAGE CORPORATION, A DIVISION OF BARRINGTON BANK AND TRUST, as seller (the “Seller”).
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENTServicing Agreement • June 29th, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
This Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of July 21, 2010, is entered into between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as the Purchaser (“Purchaser”), PHH MORTGAGE CORPORATION, as Seller (the “Seller”) and as Servicer (the “Servicer”).
SEQUOIA RESIDENTIAL FUNDING, INC. Depositor WELLS FARGO BANK, N.A. Master Servicer and CITIBANK, N.A. Securities Administrator and CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB Trustee AMENDED AND RESTATED POOLING AND SERVICING...Pooling and Servicing Agreement • January 6th, 2014 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
Reference is hereby made to the Amended and Restated Pooling and Servicing Agreement, dated as of JuneJanuary 1, 20122014 (the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A., as Master Servicer and, Citibank, N.A. as 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.
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment 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”).
June 6, 2012Underwriting Agreement • June 29th, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
By this letter agreement (this “Letter Agreement”), we are pleased to confirm the terms and conditions as agreed to on May 24, 2012, under which Barclays Capital Inc. (together with our subsidiaries and affiliates, “Barclays”) 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 “2012-3 Securities”) issued by Sequoia Mortgage Trust 2012-3 (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 two of Moody’s Investors Service, Inc., Fitch Ratings, Inc. or Standard & Poor’s Ratings Services, a Standard & Poor
INSTRUMENT OF APPOINTMENT AND ACCEPTANCE OF SUCCESSOR SECURITIES ADMINISTRATORSuccessor Securities Administrator • January 6th, 2014 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
This Instrument of Appointment and Acceptance of Successor Securities Administrator (the “Agreement”), dated as of January 1, 2014, is by and among SEQUOIA RESIDENTIAL FUNDING, INC., as depositor (the “Depositor”), CITIBANK, N.A. (“Citibank”), as successor securities administrator (the “Successor Securities Administrator”), as successor Rule 17g-5 information provider (the “Successor Rule 17g-5 Information Provider”), as successor certificate registrar (the “Successor Certificate Registrar”), as successor paying agent (the “Successor Paying Agent”) and as successor authenticating agent (the “Successor Authenticating Agent”), WELLS FARGO BANK, N.A. (“Wells Fargo”), as predecessor securities administrator (the “Predecessor Securities Administrator”), as predecessor Rule 17g-5 information provider (the “Predecessor Rule 17g-5 Information Provider”), as predecessor certificate registrar (the “Predecessor Certificate Registrar”), as predecessor paying agent (the “Predecessor Paying Agent”)
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment 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”).
EX-10.1 FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT This FIRST AMENDMENT, dated as of October 25, 2013 (this "Amendment"), to that certain Pooling and Servicing Agreement, dated as of June 1, 2012 (the "Agreement") is entered into by SEQUOIA...Pooling and Servicing Agreement • October 31st, 2013 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment 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 AGREEMENTAssignment 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”).
FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT between PrimeLending, a PlainsCapital Company as Seller, and Redwood Residential Acquisition Corporation, as Purchaser January 30, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim...Purchase and Sale Agreement • June 29th, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), dated January 30, 2011 is hereby executed by and between REDWOOD Redwood Residential Acquisition Corporation, a Delaware corporation, as purchaser (the “Purchaser”), and PrimeLending, a PlainsCapital Company, a Texas corporation, as seller (the “Seller”).
FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT between STERLING SAVINGS BANK as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser MARCH 1, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only)Mortgage Loan Purchase and Sale Agreement • June 29th, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities • New York
Subsection 11.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder 42 Subsection 11.09 Transfer of Accounts 43 Subsection 11.10 Maintenance of Hazard Insurance 43 Subsection 11.11 Maintenance of Primary Mortgage Insurance Policy; Claims 44 Subsection 11.12 Fidelity Bond; Errors and Omissions Insurance 44 Subsection 11.13 Title, Management and Disposition of REO Property 44 Subsection 11.14 Servicing Compensation 45 Subsection 11.15 Distributions 45 Subsection 11.16 Statements to the Purchaser 46 Subsection 11.17 [Reserved] 47 Subsection 11.18 Assumption Agreements 47 Subsection 11.19 Satisfaction of Mortgages and Release of Mortgage Files 47 Subsection 11.20 Seller Shall Provide Access and Information as Reasonably Required 48 Subsection 11.21 Inspections 48 Subsection 11.22 Restoration of Mortgaged Property 48 Subsection 11.23 Fair Credit Reporting Act 49 Subsection 11.24 Transfer of Servicing to Purchaser 49 Subsection 11.25 Payments Received 49 SECTION 12. The Se
AMENDMENT NO. 1 TOFlow Mortgage Loan Servicing Agreement • June 29th, 2012 • Sequoia Mortgage Trust 2012-3 • 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”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment 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 AGREEMENTAssignment 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 AGREEMENTAssignment 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 AGREEMENTAssignment 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”).
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment 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 AGREEMENTAssignment, 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”).
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 AGREEMENTCustodial 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.
ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENTAssignment of Representations and Warranties Agreement • June 29th, 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”).
EX-35.3 PHH Mortgage (logo) PHH 2001 Bishops Gate Blvd Mount Laurel, NJ 08054 February 28, 2013 Re: Annual Compliance Statement Attention: Servicer Compliance Team, Stephanie White Address: 9062 Old Annapolis Road MAC X2302-033N2702-011 Columbia, MD...Sequoia Mortgage Trust 2012-3 • November 18th, 2013 • Asset-backed securities
Sequoia Mortgage Trust 2012-3 Mortgage Pass-Through Certificates, Series 2012-3 Supplement to Underwriting AgreementUnderwriting Agreement • July 31st, 2012 • Sequoia Mortgage Trust 2012-3 • Asset-backed securities
This Supplement to Underwriting Agreement, dated as of July 26, 2012 (this “Supplement”), among Barclays Capital Inc. (“Barclays”), Sequoia Residential Funding, Inc. (the “Depositor”), Redwood Residential Acquisition Corporation (the “Seller”) and Redwood Trust, Inc. (“Redwood Trust”), to the Underwriting Agreement, dated as of June 25, 2012 (the “Underwriting Agreement”), among Barclays, the Depositor, the Seller and Redwood Trust relates to the underwriting of the Class A-IO1 Certificates. Capitalized terms not defined herein have the meanings assigned to them in the Underwriting Agreement.
