Loan Purchase And Sale Agreement Sample Contracts

Shepherd's Finance, LLC – 6th AMENDMENT TO LOAN PURCHASE AND SALE AGREEMENT (July 27th, 2017)

This 6th AMENDMENT TO LOAN PURCHASE AND SALE AGREEMENT (this "Amendment") dated as of the 24th day of July , 2017, ("Effective Date") by and between SHEPHERD'S FINANCE, LLC, a Delaware limited liability company ("Seller") having an address at 12627 San Jose Boulevard, Suite 203, Jacksonville, Florida 32223, and S.K. FUNDING, LLC, a Florida limited liability company ("Buyer") having an address at 630 Maplewood Drive, Suite 100, Jupiter FL, 33458.

Shepherd's Finance, LLC – Loan Purchase and Sale Agreement (February 10th, 2017)

This LOAN PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of the 6th day of February, 2017 between SHEPHERD'S FINANCE, LLC, a Delaware limited liability company ("Seller") having an address at 12627 San Jose Boulevard, Suite 203, Jacksonville, Florida 32223, and BUILDER FINANCE, INC., a South Dakota corporation ("Buyer") having its principal place of business at 55 East 59th Street, New York, NY 10022.

Shepherd's Finance, LLC – Third Amendment to the Loan Purchase and Sale Agreement (January 19th, 2016)

THIS THIRD AMENDMENT TO THE LOAN PURCHASE AND SALE AGREEMENT entered into on December 24, 2014 ("Agreement") by and between 1st Financial Bank USA, a bank chartered under the laws of South Dakota and having its principal place of business at 331 Dakota Dunes Boulevard, Dakota Dunes, SD ("1FB" or "Buyer") and Shepherd's Finance, LLC, a Delaware limited liability company and having its principal place of business at 12627 San Jose Boulevard, Suite 203, Jacksonville, Florida 32223 ("Shepherd's" or "Seller") is made this 12th day of January, 2016 ("Third Amendment").

Shepherd's Finance, LLC – Second Amendment to the Loan Purchase and Sale Agreement (August 12th, 2015)

THIS SECOND AMENDMENT TO THE LOAN PURCHASE AND SALE AGREEMENT (this "Amendment") entered into on December 24, 2014 ("Agreement") by and between 1st Financial Bank USA, a bank chartered under the laws of South Dakota and having its principal place of business at 331 Dakota Dunes Boulevard, Dakota Dunes, SD ("1FB") and Shepherd's Finance, LLC, a Delaware limited liability company and having its principal place of business at 12627 San Jose Boulevard, Suite 203, Jacksonville, Florida 32223 ("Shepherd's") is made this 6th day of August, 2015 .

Shepherd's Finance, LLC – Loan Purchase and Sale Agreement (May 5th, 2015)

This LOAN PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of the 28th day of April, 2015, between SHEPHERD'S FINANCE, LLC, a Delaware limited liability company ("Seller") having an address at 12627 San Jose Boulevard, Suite 203, Jacksonville, Florida 32223, and Seven Kings Holdings, Inc., a Florida corporation ("Buyer") having an address at 630 Maplewood Drive, Suite 100, Jupiter FL, 33458.

Shepherd's Finance, LLC – Loan Purchase and Sale Agreement (December 29th, 2014)

This LOAN PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of the 24th day of December, 2014 between SHEPHERD'S FINANCE, LLC, a Delaware limited liability company ("Seller") having an address at 12627 San Jose Boulevard, Suite 203, Jacksonville, Florida 32223, and 1st FINANCIAL BANK USA, a South Dakota chartered banking corporation ("Buyer") having an address at 331 Dakota Dunes Blvd, Dakota Dunes, South Dakota 57049.

Loan Purchase and Sale Agreement (November 28th, 2014)

This LOAN PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as of the date of the last signature below, among Vermillion State Bank ("Seller"), Pro-Dex Sunfish Lake, LLC ("Buyer"), Heron Enterprises, LLC ("Heron"), and Scott Robertson ("Robertson"). Seller, Buyer, Heron, and Robertson are referred to herein collectively as the "Parties."

Black Elk Energy Offshore Operations, LLC – Loan Purchase and Sale Agreement (September 6th, 2013)

THIS LOAN PURCHASE AND SALE AGREEMENT (this Agreement) is made as of August 30, 2013 by and between Capital One Bank, N.A., (Capital One), as Administrative Agent (in such capacity, the Administrative Agent) and Lender, Iberiabank (Iberia) and Cadence Bank, N.A. (Cadence and with Capital One and Iberia, each a Seller, and collectively, the Sellers), and White Elk LLC, a Delaware limited liability company (White Elk), having an address of 1212 Avenue of the Americas, 19th Floor, New York, New York 10036, Resource Value Group LLC, on behalf of one or more beneficial holders of the Loan under the Credit Agreement (Resource and with White Elk, each a Buyer and collectively, the Buyers).

Sequoia Mortgage Trust 2013-8 – EXECUTION COPY 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 Servicing Period Only) (June 12th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-8 – FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between COLE TAYLOR BANK, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser August 1, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only) (June 12th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and COLE TAYLOR BANK, as seller (the "Seller").

Sequoia Mortgage Trust 2013-8 – 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 Period Only) (June 12th, 2013)

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").

Sequoia Mortgage Trust 2013-7 – FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between COLE TAYLOR BANK, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser August 1, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only) (May 23rd, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and COLE TAYLOR BANK, as seller (the "Seller").

Sequoia Mortgage Trust 2013-7 – EXECUTION COPY 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 Servicing Period Only) (May 23rd, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-7 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (May 23rd, 2013)

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").

Signature Group Hold – Mortgage Loan Purchase and Sale Agreement (May 10th, 2013)

This MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the Agreement) is entered into as of the Effective Date by and between the party identified on the Seller Signature Page as the Seller and the party identified on the Buyer Signature Page as the Buyer.

Sequoia Mortgage Trust 2013-6 – EXECUTION COPY 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 Servicing Period Only) (April 29th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-6 – FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between COLE TAYLOR BANK, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser August 1, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only) (April 29th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and COLE TAYLOR BANK, as seller (the "Seller").

Sequoia Mortgage Trust 2013-6 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (April 29th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated December 1, 2011, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and SHORE FINANCIAL SERVICES, INC., as seller (the "Seller").

Sequoia Mortgage Trust 2013-4 – FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between COLE TAYLOR BANK, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser August 1, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only) (March 20th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and COLE TAYLOR BANK, as seller (the "Seller").

Sequoia Mortgage Trust 2013-4 – EXECUTION COPY 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 Servicing Period Only) (March 20th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-4 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (March 20th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, 2011 is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and Fremont bank, as seller (the "Seller").

Sequoia Mortgage Trust 2013-4 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (March 20th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated December 1, 2011, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and SHORE FINANCIAL SERVICES, INC., as seller (the "Seller").

Sequoia Mortgage Trust 2013-3 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (February 28th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated December 1, 2011, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and SHORE FINANCIAL SERVICES, INC., as seller (the "Seller").

Sequoia Mortgage Trust 2013-3 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (February 28th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, 2011 is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and Fremont bank, as seller (the "Seller").

Sequoia Mortgage Trust 2013-3 – FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between COLE TAYLOR BANK, as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser August 1, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only) (February 28th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and COLE TAYLOR BANK, as seller (the "Seller").

Sequoia Mortgage Trust 2013-3 – FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between FLAGSTAR CAPITAL MARKETS CORPORATION as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser May 23, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only) (February 28th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), provides for the sale by Flagstar Capital Markets Corporation (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), on a servicing released basis, pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of May 23, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-3 – EXECUTION COPY 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 Servicing Period Only) (February 28th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Independent Bank Group Inc – Loan Purchase and Sale Agreement (February 27th, 2013)

WHEREAS, Seller desires to sell and convey, and Purchaser desires to purchase and pay for, the Loans (hereinafter defined) upon, subject to and conditioned upon the terms and conditions set forth herein.

Sequoia Mortgage Trust 2013-2 – EXECUTION COPY 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 Servicing Period Only) (January 29th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-2 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (January 29th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated December 1, 2011, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and SHORE FINANCIAL SERVICES, INC., as seller (the "Seller").

Sequoia Mortgage Trust 2013-1 – EXECUTION COPY 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 Servicing Period Only) (January 16th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-1 – FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between FLAGSTAR CAPITAL MARKETS CORPORATION as Seller, and REDWOOD RESIDENTIAL ACQUISITION CORPORATION, as Purchaser May 23, 2011 Residential Mortgage Loans (Servicing Released, Temporary Interim Servicing Period Only) (January 16th, 2013)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), provides for the sale by Flagstar Capital Markets Corporation (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), on a servicing released basis, pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of May 23, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.

Sequoia Mortgage Trust 2013-1 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (January 16th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated November 10, 2012, is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and ROCKLAND TRUST COMPANY, as seller (the "Seller").

Sequoia Mortgage Trust 2013-1 – Exhibits Flow Mortgage Loan Purchase and Sale Agreement (January 16th, 2013)

THIS FLOW MORTGAGE LOAN PURCHASE AND SALE AGREEMENT (the "Agreement"), dated August 1, 2011 is hereby executed by and between REDWOOD RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as purchaser (the "Purchaser"), and Fremont bank, as seller (the "Seller").

Sequoia Mortgage Trust 2012-6 – EXECUTION COPY 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 Servicing Period Only) (November 29th, 2012)

This Purchase Price and Terms Letter (this "PPTL"), dated as of _______ (the "Closing Date"), confirms the sale by PrimeLending, a PlainsCapital Company (the "Seller") to Redwood Residential Acquisition Corporation (the "Purchaser"), and the purchase by the Purchaser from the Seller, of the first lien residential mortgage loans on a servicing released basis described on the Mortgage Loan Schedule attached as Schedule I hereto (the "Mortgage Loans"), pursuant to the terms of the Flow Mortgage Loan Purchase and Sale Agreement (the "Flow Purchase and Sale Agreement"), dated as of January 30, 2011, by and between the Purchaser and the Seller. Capitalized terms that are used herein but are not defined herein shall have the respective meanings set forth in the Flow Purchase and Sale Agreement.