Common use of Mortgage Loans Clause in Contracts

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after June 1, 2012 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after June 1, 2012 2013 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Xxxxx Fargo Bank, N.A., as custodian and master servicercustodian, RRAC, as seller, Sequoia, as depositor, and Christiana Wilmington Trust, a division of Wilmington Savings Fund Society, FSBNational Association, as trustee.

Mortgage Loans. In return for good and valuable consideration, The Seller acknowledges that the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with Buyer has the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys right to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or perform continuing due diligence reviews with respect to the Mortgage Loans after June 1and the manner in which they were originated, 2012 for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless a Default has occurred (the “Cut-off Date”) (other than Scheduled Payments due on or before such datein which case no notice is required), upon reasonable (but, prior to a Default or Event of Default, no less than three (3) Business Days’) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all such payments due after such date but received on documents, records, agreements, instruments or prior information relating to such date Mortgage Files in the possession or under the control of the Seller and/or the Custodian. The Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds . Without limiting the generality of the foregoing. Sequoia shall pay , the purchase price for Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans by delivering relating to RRAC such Transaction, including without limitation ordering new credit reports and new appraisals on the Closing Date cash in an amount related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon by RRAC third party underwriter to perform such underwriting. The Seller agrees to cooperate with the Buyer and Sequoia. On any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or prior information relating to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee such Mortgage File for each Mortgage Loan Loans in the manner set forth in Article 3 possession, or under the control, of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trusteeSeller.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after June January 1, 2012 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Xxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSBU.S. Bank National Association, as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRACRWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRACRWT’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all interest and principal and interest received or receivable by RRAC RWT on or with respect to the Mortgage Loans after June April 1, 2012 2010 (the “Cut-off Date”) (other than Scheduled Payments and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such dateCut-off Date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC RWT on the Closing Date (i) cash in an amount mutually agreed upon by RRAC RWT and Sequoia, (ii) 100 percent of the Class LT-R and Class R Certificates, and (iii) $11,200,000 in initial certificate principal amount of the Class A-1 Certificates. On or prior to the Closing Date, RRAC RWT shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian trustee and master servicer, RRAC, as sellercustodian, Sequoia, as depositor, depositor and Christiana Trust, a division of Wilmington Savings Fund Society, FSBRWT, as trusteeseller.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after June February 1, 2012 2013 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after June 1, 2012 [date] (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A.[Custodian Name], as custodian and master servicercustodian, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB[Trustee Name], as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRACRWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRACRWT’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal and interest received or receivable by RRAC RWT on or with respect to the Mortgage Loans after June 1the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, 2012 (but not including payments of interest and principal due and payable on the “Mortgage Loans on or before the Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds received in respect of such payments due after such date but received on or prior to such date Mortgage Loans, (ii) RWT’s rights and intended by obligations under the related Mortgagors to be applied after such date, all insurance policies Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the foregoing. Sequoia shall pay conversion, voluntary or involuntary, of any of the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date foregoing into cash in an amount mutually agreed upon by RRAC or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and Sequoiacondemnation awards. On or prior to the Closing Date, RRAC RWT shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Article 3 Section 2 of the Custodial Agreement as in effect Custody Agreement. Release of the Trustee’s Mortgage Files on the date Closing Date shall be made against payment by Sequoia of execution hereofthe purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, Sequoia shall be set forth in writing in a division of Wilmington Savings Fund Society, FSB, as trusteeseparate letter.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after June September 1, 2012 2011 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSBU.S. Bank National Association, as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC on or with respect to the Mortgage Loans after June March 1, 2012 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSBU.S. Bank National Association, as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRACSeller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to SequoiaDepositor, without recourse, all of RRACSeller’s right, title and interest in and to the Mortgage Loans, including the related Mortgage Documents and all principal and interest received by RRAC Seller on or with respect to the Mortgage Loans after June 1_________ __, 2012 201_ (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia Depositor shall pay the purchase price for the Mortgage Loans by delivering to RRAC Seller on the Closing Date cash in an amount mutually agreed upon by RRAC Seller and SequoiaDepositor. On or prior to the Closing Date, RRAC Seller shall deliver or cause to be delivered to Sequoia Depositor or, at SequoiaDepositor’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A.[____________], as custodian and master servicer, RRACSeller, as seller, SequoiaDepositor, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB[___________], as trustee.

Mortgage Loans. In return for good The Seller hereby agrees to sell, and valuable considerationthe Purchaser agrees to purchase, on or before November 10, 2005 (the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse“Closing Date”), all of RRACthe Seller’s right, title and interest in in, to and to under the Mortgage Loans; provided, including however, that the Purchaser does not assume the obligation under any Mortgage Loan to fund any future advances required to be made to the related Mortgagor(s) thereunder, and the Purchaser shall not be obligated or permitted to fund any such advances, it being understood that Interbay, as lender, shall retain the obligation to fund future advances. The conveyance of the Mortgage Documents and Loans hereunder includes (i) the Mortgage Loans (other than the related servicing rights) listed on the Closing Schedule attached hereto including all principal and payments of interest (other than any Retained Interest), all prepayment premiums or penalties or yield maintenance payments received or receivable by RRAC the Seller on or with respect to the Mortgage Loans listed on Schedule I-B attached hereto, and all principal and other amounts received or receivable on or with respect to the Mortgage Loans listed on Schedule I after June the Cut-off Date (other than payments due on or prior to such date) and all payments due after such date but received prior to such date; provided, however, that the Purchaser shall not assume the obligation under any Partially Disbursed Mortgage Loan to fund any future advances thereunder, it being understood that Interbay, as lender, shall retain the obligation to fund such future advances, (ii) the related Mortgage Files and all rights of the Seller in the Loan Collateral, (iii) any Insurance Policies, (iv) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (i) above), (v) all Holdback Amounts on deposit in custodial accounts established by Interbay for the benefit of the Trust Fund, and (vi) all income, revenues, issues, choses in action, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing, having an aggregate principal balance as of the close of business on October 1, 2012 2005 (the “Cut-off Date”) (other than Scheduled Payments ), after giving effect to payments of principal due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Cut-off Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trusteeapproximately $83,913,650.81.

Mortgage Loans. In return for good As of the Closing Date, in consideration of the Issuing Entity’s delivery of the Notes to the Depositor or its designee, and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Sequoiathe Issuing Entity, without recourse, subject to Section 3.01, in trust, all of RRAC’s the right, title and interest of the Depositor in and to the Mortgage Loans. Such conveyance includes, including without limitation, the related Mortgage Documents and right to all payments of principal and interest received by RRAC on or with respect to the Mortgage Loans on and after June 1, 2012 (the “Cut-off Date”) Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such datedate together with all of the Depositor’s right, all insurance policies with respect title and interest in any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and all any proceeds of the foregoing. Sequoia , to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall pay hold the purchase price Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Swap Counterparty and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Mortgage Loans by delivering to RRAC on and the Closing Date cash in an amount mutually agreed upon by RRAC other property of the Trust Estate. Concurrently with the execution and Sequoia. On or prior delivery of this Agreement, the Depositor does hereby assign to the Closing DateIssuing Entity all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuing Entity hereby accepts such assignment, RRAC and shall deliver be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuing Entity, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders and the Swap Counterparty. The Issuing Entity hereby accepts such assignment and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or cause assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Depositor, the Issuing Entity and the Indenture Trustee that it is not intended that any Mortgage Loan to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan included in the manner set forth Trust Fund be (i) a “High-Cost Home Loan” as defined in Article 3 of the Custodial Agreement New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in effect on the date of execution hereofNew Mexico Home Loan Protection Act effective January 1, by 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 and among Wxxxx Fargo Bank(iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee2005.

Mortgage Loans. In return for good The Seller hereby agrees to sell, and valuable considerationthe Purchaser agrees to purchase, on or before [ ] (the receipt and sufficiency of which are hereby acknowledged“Closing Date”), RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s right, title and interest in and to the Mortgage Loans; provided, including however, that the Purchaser does not assume the obligation under any Mortgage Loan to fund any future advances required to be made to the related Mortgage Documents Mortgagor(s) thereunder, and the Purchaser shall not be obligated or permitted to fund any such advances, it being understood that [ ], as lender, shall retain the obligation to fund future advances. Such conveyance includes, without limitation, (i) all principal and interest interest, other than the related servicing rights (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by RRAC the Purchaser on or with respect to the Mortgage Loans listed on Schedule [ ] attached to the [Transfer] [Pooling] and Servicing Agreement), and principal received or receivable on or with respect to the Mortgage Loans listed on Schedule I hereto after June 1the Cut-off Date, 2012 but not including interest and principal due and payable on such Mortgage Loans on or before the Cut-off Date, (ii) the related Mortgage Files, (iii) any Insurance Policies, (iv) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (i) above), (v) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer, and (vi) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing, having an aggregate principal balance as of the close of business on [ ] (the “Cut-off Date”) (other than Scheduled Payments ), after giving effect to payments of principal due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, and all proceeds of the foregoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash in an amount mutually agreed upon by RRAC and Sequoia. On or prior to the Closing Cut-off Date, RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trusteeapproximately $[ ].

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRACMLCC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to SequoiaMLMI, without recourse, all of RRAC’s MLCC's right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal and interest received or receivable by RRAC MLCC on or with respect to the Mortgage Loans after June 1the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, 2012 (but not including payments of interest and principal due and payable on the “Mortgage Loans on or before the Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds received in respect of such payments due after such date but received on or prior to such date Mortgage Loans, (ii) MLCC's rights and intended by obligations under the related Mortgagors to be applied after such date, all insurance policies Pooling and Servicing Agreement with respect to the Mortgage Loans, (iii) the Insurance Policies with respect to the Mortgage Loans, (iv) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Distribution Account and (v) all proceeds of the foregoing. Sequoia shall pay conversion, voluntary or involuntary, of any of the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date foregoing into cash in an amount mutually agreed upon by RRAC or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and Sequoiacondemnation awards. On or prior to the Closing Date, RRAC MLCC shall deliver or cause to be delivered to Sequoia MLMI or, at Sequoia’s MLMI's direction, to the CustodianTrustee, the Trustee Trustee's Mortgage File for each Mortgage Loan in the manner set forth in Article 3 Section 2.01 of the Custodial Agreement as in effect Pooling and Servicing Agreement. Release of the Trustee's Mortgage Files on the date Closing Date shall be made against payment by MLMI of execution hereof, the purchase price for the Mortgage Loans. The amount of the purchase price payable by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, MLMI shall be set forth in writing in a division of Wilmington Savings Fund Society, FSB, as trusteeseparate letter.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRACRWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRAC’s RWT's right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect of the Mortgage LoansLoans conveyed to the Trust and received (or, including in the related Mortgage Documents and all principal and interest received by RRAC on or case of Interest Collections, due) (A) in the case of Interest Collections, with respect to the Mortgage Loans after June 1, 2012 (Principal Balance thereof as of the “Cut-off Date”, after the close of business on the Cut-Off Date and (B) (other than Scheduled Payments due on or before such date)in the case of all Principal Collections, and all such payments due Interest Collections on Additional Balances created after such date but received the Cut-Off Date, after the close of business on the Issue Date; (ii) RWT's rights under the Purchase and Servicing Agreements; (iii) property that secured a Mortgage Loan that is acquired by foreclosure or prior to such date deed in lieu of foreclosure; (iv) RWT's rights under the hazard insurance policies; (v) the Policy; (vi) the Collection Account and intended by the related Mortgagors to be applied after such date, all insurance policies with respect to the Mortgage Loans, Distribution Account; and all (vii) any proceeds of the foregoing. Sequoia shall pay foregoing and any other Trust Property and all other assets included or to be included in the purchase price Trust for the Mortgage Loans by delivering to RRAC on benefit of Noteholders, the Closing Date cash in an amount mutually agreed upon by RRAC Residual Certificateholders and Sequoiathe Insurer. On or prior to the Closing Date, RRAC RWT shall deliver or cause to be delivered to Sequoia or, at Sequoia’s 's direction, to the applicable Custodian, the Trustee Trustee's Mortgage File for each Mortgage Loan in the manner set forth in Article 3 Section 2 of the Custodial Agreement as in effect Custody Agreement. Release of the Trustee's Mortgage Files on the date Closing Date shall be made against payment by Sequoia of execution hereofthe purchase price for the Mortgage Loans and related assets, which shall be a cash payment wired to RWT's account. The amount of the purchase price payable by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, Sequoia shall be set forth in writing in a division of Wilmington Savings Fund Society, FSB, as trusteeseparate letter.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRACFive Oaks, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to SequoiaCSFBMSC, without recourse, all of RRACFive Oaks’s right, title and interest in and to the Mortgage Loans (excluding the servicing rights with respect to the Mortgage Loans), including (i) the related Mortgage Documents and all principal and interest received by RRAC Five Oaks on or with respect to the Mortgage Loans after June December 1, 2012 2014 (the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date, (ii) all insurance policies with respect to the Mortgage Loans, Loans and (iii) all proceeds of the foregoing. Sequoia CSFBMSC shall pay the purchase price for the Mortgage Loans by delivering to RRAC Five Oaks on the Closing Date cash immediately available funds in an amount mutually agreed upon by RRAC Five Oaks and SequoiaCSFBMSC. On or prior to the Closing Date, RRAC Five Oaks shall deliver or cause to be delivered to Sequoia CSFBMSC or, at SequoiaCSFBMSC’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan in the manner set forth in Article 3 2 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A.N.A. as custodian, as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, the Depositor and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, FSB as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRACRWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RRACRWT’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal and interest received or receivable by RRAC RWT on or with respect to the Mortgage Loans after June 1the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, 2012 (but not including payments of interest and principal due and payable on the “Mortgage Loans on or before the Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds received in respect of such payments due after such date but received on or prior to such date Mortgage Loans, (ii) RWT’s rights and intended by obligations under the related Mortgagors to be applied after such date, all insurance policies Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the Insurance Policies with respect to the Mortgage Loans, (iv) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (v) all proceeds of the foregoing. Sequoia shall pay conversion, voluntary or involuntary, of any of the purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date foregoing into cash in an amount mutually agreed upon by RRAC or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and Sequoiacondemnation awards. On or prior to the Closing Date, RRAC RWT shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Article 3 Section 2 of the Custodial Agreement as in effect Custody Agreement. Release of the Trustee’s Mortgage Files on the date Closing Date shall be made against payment by Sequoia of execution hereofthe purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, Sequoia shall be set forth in writing in a division of Wilmington Savings Fund Society, FSB, as trusteeseparate letter.

Mortgage Loans. In return for good As of the Closing Date, in consideration of the Issuer's delivery of the Notes to the Depositor or its designee, and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Sequoiathe Issuer, without recourse, subject to Section 3.01, in trust, all of RRAC’s the right, title and interest of the Depositor in and to the Initial Mortgage Loans. Such conveyance includes, including without limitation, the related Mortgage Documents and right to all payments of principal and interest received by RRAC on or with respect to the Initial Mortgage Loans on and after June 1, 2012 (the “Initial Cut-off Date”) Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such datedate together with all of the Depositor's right, all insurance policies with respect title and interest in any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and all any proceeds of the foregoing. Sequoia , to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall pay hold the purchase price Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Swap Counterparty and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Mortgage Loans by delivering to RRAC on and the Closing Date cash in an amount mutually agreed upon by RRAC other property of the Trust Estate. Concurrently with the execution and Sequoia. On or prior delivery of this Agreement, the Depositor does hereby assign to the Closing DateIssuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, RRAC and shall deliver or cause be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be delivered to Sequoia orvested in the Issuer, at Sequoia’s direction, subject to the Custodianlien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders and the Swap Counterparty. The Issuer hereby accepts such assignment and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Trustee Seller, or any other Person in connection with the Mortgage File for each Mortgage Loan in the manner Loans or any other agreement or instrument relating thereto except as specifically set forth in Article 3 of the Custodial Agreement as in effect on the date of execution hereof, by and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trusteeherein.

Mortgage Loans. In return for good As of the Closing Date, in consideration of the Issuer’s delivery of the Notes to the Depositor or its designee, and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Sequoiathe Issuer, without recourse, subject to Section 3.01, in trust, all of RRAC’s the right, title and interest of the Depositor in and to the Initial Mortgage Loans. Such conveyance includes, including without limitation, the related Mortgage Documents and right to all payments of principal and interest received by RRAC on or with respect to the Initial Mortgage Loans on and after June 1, 2012 (the “Initial Cut-off Date”) Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such datedate together with all of the Depositor’s right, all insurance policies with respect title and interest in any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and all any proceeds of the foregoing. Sequoia , to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall pay hold the purchase price Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Mortgage Loans by delivering to RRAC on and the Closing Date cash in an amount mutually agreed upon by RRAC other property of the Trust Estate. Concurrently with the execution and Sequoia. On or prior delivery of this Agreement, the Depositor does hereby assign to the Closing DateIssuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, RRAC and shall deliver be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The Issuer hereby accepts such assignment and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or cause assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Depositor, the Issuer and the Indenture Trustee that it is not intended that any Mortgage Loan to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan included in the manner set forth Trust Fund be (i) a “High-Cost Home Loan” as defined in Article 3 of the Custodial Agreement New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in effect on the date of execution hereofNew Mexico Home Loan Protection Act effective January 1, by 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 and among Wxxxx Fargo Bank(iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee2005.

Mortgage Loans. In return for good As of the Closing Date, in consideration of the Issuing Entity’s delivery of the Notes to the Depositor or its designee, and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Sequoiathe Issuing Entity, without recourse, subject to Section 3.01, in trust, all of RRAC’s the right, title and interest of the Depositor in and to the Initial Mortgage Loans. Such conveyance includes, including without limitation, the related Mortgage Documents and right to all payments of principal and interest received by RRAC on or with respect to the Initial Mortgage Loans on and after June 1, 2012 (the “Initial Cut-off Date”) Date (other than Scheduled Payments payments of principal and interest due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such datedate together with all of the Depositor’s right, all insurance policies with respect title and interest in any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and all any proceeds of the foregoing. Sequoia , to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall pay hold the purchase price Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and the Swap Counterparty and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Depositor, in exchange for the Mortgage Loans by delivering to RRAC on and the Closing Date cash in an amount mutually agreed upon by RRAC other property of the Trust Estate. Concurrently with the execution and Sequoia. On or prior delivery of this Agreement, the Depositor does hereby assign to the Closing DateIssuing Entity all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuing Entity hereby accepts such assignment, RRAC and shall deliver be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuing Entity, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders and the Swap Counterparty. The Issuing Entity hereby accepts such assignment and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or cause assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Depositor, the Issuing Entity and the Indenture Trustee that it is not intended that any Mortgage Loan to be delivered to Sequoia or, at Sequoia’s direction, to the Custodian, the Trustee Mortgage File for each Mortgage Loan included in the manner set forth Trust Fund be (i) a “High-Cost Home Loan” as defined in Article 3 of the Custodial Agreement New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in effect on the date of execution hereofNew Mexico Home Loan Protection Act effective January 1, by 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 and among Wxxxx Fargo Bank(iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee[200_].