0001144204-12-059159 Sample Contracts

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • November 2nd, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 30th day of October, 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 October 1, 2012 (the “Pooling and Servicing Agreement”), and Flagstar Capital Markets Corporation, a Delaware corporation (“Flagstar”).

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ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • November 2nd, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 21st day of September, 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 September 1, 2012 (the “Pooling and Servicing Agreement”), and PrimeLending, a PlainsCapital Company, a Texas corporation (“PrimeLending”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • November 2nd, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York

This is an Assignment, Assumption and Recognition Agreement (the “Agreement”) made as of the 30th day of October, 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 October 1, 2012 (the “Pooling and Servicing Agreement”), and PHH Mortgage Corporation, a New Jersey corporation (“PHH”).

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT
Assignment of Representations and Warranties Agreement • November 2nd, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 30th day of October, 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 October 1, 2012 (the “Pooling and Servicing Agreement”), and Cornerstone Mortgage Company, a Texas corporation (“Cornerstone”).

SEQUOIA MORTGAGE TRUST 2012-5 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of October 30, 2012 MORTGAGE LOAN PURCHASE...
Mortgage Loan Purchase and Sale Agreement • November 2nd, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York

This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of October 30, 2012, by and between Redwood Residential Acquisition Corporation, a Delaware corporation (“RRAC”), and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).

CUSTODIAL AGREEMENT
Custodial Agreement • November 2nd, 2012 • Sequoia Mortgage Trust 2012-5 • Asset-backed securities • New York

THIS CUSTODIAL AGREEMENT dated as of October 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 2012-5 (the “Mortgage Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of October 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.

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