0001144204-10-022992 Sample Contracts

CUSTODIAL AGREEMENT Dated as of April 1, 2010 WELLS FARGO BANK, N.A., as Trustee, WELLS FARGO BANK, N.A., as Custodian, SEQUOIA RESIDENTIAL FUNDING, INC., as Depositor, and RWT HOLDINGS, INC., as Seller
Custodial Agreement • April 29th, 2010 • Sequoia Mortgage Trust 2010-H1 • Asset-backed securities • New York

THIS CUSTODIAL AGREEMENT dated as of April 1, 2010 (this “Custodial Agreement”), is made by and among Wells Fargo Bank, N.A., as custodian, RWT Holdings, Inc., as seller, Sequoia Residential Funding, Inc., as depositor, and Wells Fargo Bank, N.A., as trustee (as “Trustee”) for the benefit of the holders of the Sequoia Mortgage Trust Mortgage Pass-Through Certificates, Series 2010-H1 (the “Mortgage Certificates”), issued pursuant to the Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”), by and between Wells Fargo Bank, N.A., and Sequoia Residential Funding, Inc.

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SEQUOIA MORTGAGE TRUST 2010-H1 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between RWT HOLDINGS, INC. and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of April 28, 2010
Mortgage Loan Purchase and Sale Agreement • April 29th, 2010 • Sequoia Mortgage Trust 2010-H1 • Asset-backed securities • New York

This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of April 28, 2010, by and between RWT Holdings, Inc., a Delaware corporation (“RWT”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).

SEQUOIA RESIDENTIAL FUNDING, INC. Depositor and WELLS FARGO BANK, N.A. Trustee
Pooling Agreement • April 29th, 2010 • Sequoia Mortgage Trust 2010-H1 • Asset-backed securities • New York

This letter relates to $__________ initial Certificate Principal Amount of Class _____ Certificates which are held in the form of Definitive Certificates registered in the name of ______________ (the “Transferor”). The Transferor has requested a transfer of such Definitive Certificates for Definitive Certificates of such Class registered in the name of [insert name of transferee].

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