Common use of Pool Asset Administration Clause in Contracts

Pool Asset Administration. þ Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. þ Pool assets and related documents are safeguarded as required by the transaction agreements. þ Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. þ Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset documents. þ PHH Mortgage’s records regarding the pool assets agree with PHH Mortgage’s records with respect to an obligor’s unpaid principal balance. þ Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. þ Loss mitigation or recovery actions (e.g. forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. þ Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe PHH Mortgage’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). þ Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. þ Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. þ Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by PHH Mortgage at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. þ Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from PHH Mortgage’s funds and not charged to the obligor, unless the late payment was due to obligor’s error or omission. þ Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by PHH Mortgage, or such other number of days specified in the transaction agreements. þ Delinquencies, charge-offs and uncollectible amounts are recognized and recorded in accordance with the transaction agreements. þ Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Re: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of January 1, 2006 between RWT Holdings, Inc., as Purchaser; PHH Mortgage Corporation and Xxxxxx’x Gate Residential Mortgage Trust, as Sellers; and Redwood Trust, Inc. as Guarantor I, ___________________________, the __________________ of PHH Mortgage Corporation (the “Servicer”), certify to the Purchaser, any Depositor, and the Master Servicer, and their officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Assessment of Compliance”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all other data, servicing reports, officer’s certificates and information relating to the performance of the Servicer under the terms of the Agreement during 200[ ] that were delivered to the Master Servicer pursuant to the Agreement (collectively, the “Servicing Information”); (ii) Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading as of the period covered by or the date of such reports or information or the date of this certification; (iii) Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Master Servicer and the Purchaser; (iv) I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Assessment of Compliance or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and (v) The Compliance Statement, the Assessment of Compliance and Attestation Report required to be provided by the Servicer pursuant to the Agreement, have been provided to the Master Servicer and the Purchaser. The Assessment of Compliance and the Attestation Report cover all items of the servicing criteria identified on Exhibit 11 to the Agreement as applicable to the Servicer. Any material instances of noncompliance described in such reports have been disclosed to the Master Servicer and to the Purchaser. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. PHH MORTGAGE CORPORATION (Servicer) By: Name: Title: Date: THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of May 25, 2007 (the “Assignment”), is entered into among Sequoia Residential Funding, Inc. (the “Assignor”), PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) ("PHH") and Xxxxxx’x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as the sellers (the “Sellers”), and PHH, as the servicer (the “Servicer”), and HSBC Bank USA, National Association (“HSBC Bank”) as Trustee under a Pooling and Servicing Agreement dated as of May 1, 2007 (the “Pooling and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank (in such Trustee capacity, the “Assignee”), and Xxxxx Fargo Bank, N. A., as Master Servicer and Securities Administrator.

Pool Asset Administration. þ Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. þ Pool assets and related documents are safeguarded as required by the transaction agreements. þ Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. þ Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset documents. þ PHH Mortgage’s records regarding the pool assets agree with PHH Mortgage’s records with respect to an obligor’s unpaid principal balance. þ Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. þ Loss mitigation or recovery actions (e.g. forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. þ Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe PHH Mortgage’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). þ Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. þ Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. þ Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by PHH Mortgage at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. þ Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from PHH Mortgage’s funds and not charged to the obligor, unless the late payment was due to obligor’s error or omission. þ Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by PHH Mortgage, or such other number of days specified in the transaction agreements. þ Delinquencies, charge-offs and uncollectible amounts are recognized and recorded in accordance with the transaction agreements. þ Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Re: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of January 1, 2006 between RWT Holdings, Inc., as Purchaser; PHH Mortgage Corporation and Xxxxxx’x Gate Residential Mortgage Trust, as Sellers; and Redwood Trust, Inc. as Guarantor I, ___________________________, the __________________ _of PHH Mortgage Corporation (the “Servicer”), certify to the Purchaser, any Depositor, and the Master Servicer, and their officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Assessment of Compliance”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all other data, servicing reports, officer’s certificates and information relating to the performance of the Servicer under the terms of the Agreement during 200[ ] that were delivered to the Master Servicer pursuant to the Agreement (collectively, the “Servicing Information”); (ii) Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading as of the period covered by or the date of such reports or information or the date of this certification; (iii) Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Master Servicer and the Purchaser; (iv) I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Assessment of Compliance or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and (v) The Compliance Statement, the Assessment of Compliance and Attestation Report required to be provided by the Servicer pursuant to the Agreement, have been provided to the Master Servicer and the Purchaser. The Assessment of Compliance and the Attestation Report cover all items of the servicing criteria identified on Exhibit 11 to the Agreement as applicable to the Servicer. Any material instances of noncompliance described in such reports have been disclosed to the Master Servicer and to the Purchaser. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. PHH MORTGAGE CORPORATION (Servicer) By: Name: Title: Date: THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of May 25August 30, 2007 (the “Assignment”), is entered into among Sequoia Residential Funding, Inc. (the “Assignor”), PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) ("PHH") and Xxxxxx’x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as the sellers (the “Sellers”), and PHH, as the servicer (the “Servicer”), and HSBC Bank USA, National Association (“HSBC Bank”) as Trustee under a Pooling and Servicing Agreement dated as of May August 1, 2007 (the “Pooling and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank (in such Trustee capacity, the “Assignee”), and Xxxxx Fargo Bank, N. A., as Master Servicer and Securities Administrator.

Pool Asset Administration. þ Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. þ Pool assets and related documents are safeguarded as required by the transaction agreements. þ Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. þ Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset documents. þ PHH Mortgage’s records regarding the pool assets agree with PHH Mortgage’s records with respect to an obligor’s unpaid principal balance. þ Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. þ Loss mitigation or recovery actions (e.g. forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. þ Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe PHH Mortgage’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). þ Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. þ Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. þ Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by PHH Mortgage at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. þ Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from PHH Mortgage’s funds and not charged to the obligor, unless the late payment was due to obligor’s error or omission. þ Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by PHH Mortgage, or such other number of days specified in the transaction agreements. þ Delinquencies, charge-offs and uncollectible amounts are recognized and recorded in accordance with the transaction agreements. þ Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Re: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of January 1, 2006 between RWT Holdings, Inc., as Purchaser; PHH Mortgage Corporation and Xxxxxx’x Bxxxxx’x Gate Residential Mortgage Trust, as Sellers; and Redwood Trust, Inc. as Guarantor I, ___________________________, the __________________ of PHH Mortgage Corporation (the “Servicer”), certify to the Purchaser, any Depositor, and the Master Servicer, and their officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Assessment of Compliance”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all other data, servicing reports, officer’s certificates and information relating to the performance of the Servicer under the terms of the Agreement during 200[ ] that were delivered to the Master Servicer pursuant to the Agreement (collectively, the “Servicing Information”); (ii) Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading as of the period covered by or the date of such reports or information or the date of this certification; (iii) Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Master Servicer and the Purchaser; (iv) I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Assessment of Compliance or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and (v) The Compliance Statement, the Assessment of Compliance and Attestation Report required to be provided by the Servicer pursuant to the Agreement, have been provided to the Master Servicer and the Purchaser. The Assessment of Compliance and the Attestation Report cover all items of the servicing criteria identified on Exhibit 11 to the Agreement as applicable to the Servicer. Any material instances of noncompliance described in such reports have been disclosed to the Master Servicer and to the Purchaser. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. PHH MORTGAGE CORPORATION (Servicer) By: Name: Title: Date: THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of May 25, 2007 (the “Assignment”), is entered into among Sequoia Residential Funding, Inc. (the “Assignor”), PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) ("“PHH"”) and Xxxxxx’x Bxxxxx’x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as the sellers (the “Sellers”), and PHH, as the servicer (the “Servicer”), and HSBC Bank USA, National Association (“HSBC Bank”) as Trustee under a Pooling and Servicing Agreement dated as of May 1, 2007 (the “Pooling and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank (in such Trustee capacity, the “Assignee”), and Xxxxx Wxxxx Fargo Bank, N. A., as Master Servicer and Securities Administrator.

Pool Asset Administration. þ Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. þ Pool assets and related documents are safeguarded as required by the transaction agreements. þ Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. þ Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset documents. þ PHH MortgageGreenpoint Mortgage Funding, Inc.’s records regarding the pool assets agree with PHH Mortgagethe servicer’s records with respect to an obligor’s unpaid principal balance. þ Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. þ Loss mitigation or recovery actions (e.g. forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. þ Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe PHH MortgageGreenpoint Mortgage Funding, Inc.’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). þ Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. þ Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. þ Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by PHH Greenpoint Mortgage Funding, Inc. at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. þ Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from PHH MortgageGreenpoint Mortgage Funding, Inc.’s funds and not charged to the obligor, unless the late payment was due to obligor’s error or omission. þ Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by PHH MortgageGreenpoint Mortgage Funding, Inc., or such other number of days specified in the transaction agreements. þ Delinquencies, charge-offs and uncollectible amounts accounts are recognized and recorded in accordance with the transaction agreements. þ Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Re: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of January 1, 2006 between RWT Holdings, Inc., as Purchaser; PHH Mortgage Corporation and Xxxxxx’x Gate Residential Mortgage Trust, as Sellers; and Redwood Trust, Inc. as Guarantor I, ___________________________, [identify the __________________ of PHH Mortgage Corporation (the “Servicer”)certifying individual], certify to the Purchaser, any Depositor, Purchaser and to the Master Servicer, Servicer and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Assessment of Compliance”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all other data, servicing reports, officer’s certificates and information relating to the performance of the Servicer under the terms of the Agreement during 200[ ] that were delivered to the Master Servicer pursuant to the Agreement (collectively, the “Servicing Information”); (ii) 1. Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading as of the period covered by or the date of such reports or servicing information or the date of this certification; (iii) Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Master Servicer and the Purchaser; (iv) I am responsible for reviewing the activities performed Trustee by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Assessment of Compliance or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and (v) The Compliance Statement, the Assessment of Compliance and Attestation Report required to be provided by the Servicer pursuant to the Agreement, have been provided to the Master Servicer and the Purchaser. The Assessment of Compliance and the Attestation Report cover all items of the servicing criteria identified on Exhibit 11 to the Agreement as applicable to the Servicer. Any material instances of noncompliance described in such reports have been disclosed to the Master Servicer and to the Purchaser. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. PHH MORTGAGE CORPORATION (Servicer) By: Name: Title: Date: THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of May 25, 2007 (the “Assignment”), is entered into among Sequoia Residential Funding, Inc. (the “Assignor”), PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) ("PHH") and Xxxxxx’x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as the sellers (the “Sellers”), and PHH, as the servicer (the “Servicer”), and HSBC Bank USA, National Association (“HSBC Bank”) as Trustee under a Pooling and Servicing Agreement dated as of May 1, 2007 (the “Pooling and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank (in such Trustee capacity, the “Assignee”), and Xxxxx Fargo Bank, N. A., as Master Servicer and Securities Administrator.has been so provided;

Pool Asset Administration. þ Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. þ Pool assets and related documents are safeguarded as required by the transaction agreements. þ Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. þ Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset documents. þ PHH MortgageGreenpoint Mortgage Funding, Inc.’s records regarding the pool assets agree with PHH Mortgagethe servicer’s records with respect to an obligor’s unpaid principal balance. þ Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. þ Loss mitigation or recovery actions (e.g. forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. þ Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe PHH MortgageGreenpoint Mortgage Funding, Inc.’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). þ Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. þ Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. þ Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by PHH Greenpoint Mortgage Funding, Inc. at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. þ Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from PHH MortgageGreenpoint Mortgage Funding, Inc.’s funds and not charged to the obligor, unless the late payment was due to obligor’s error or omission. þ Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by PHH MortgageGreenpoint Mortgage Funding, Inc., or such other number of days specified in the transaction agreements. þ Delinquencies, charge-offs and uncollectible amounts accounts are recognized and recorded in accordance with the transaction agreements. þ Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. Re: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of January 1, 2006 between RWT Holdings, Inc., as Purchaser; PHH Mortgage Corporation and Xxxxxx’x Gate Residential Mortgage Trust, as Sellers; and Redwood Trust, Inc. as Guarantor I, ___________________________, [identify the __________________ of PHH Mortgage Corporation (the “Servicer”)certifying individual], certify to the Purchaser, any Depositor, Purchaser and to the Master Servicer, Servicer and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed 1. Based on my knowledge, the servicer compliance statement of servicing information required to be provided to the Master Servicer and the Trustee by the Servicer provided under the Pooling and Servicing Agreement has been so provided; 2. I am responsible for reviewing the activities performed by the Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance review required under the Pooling and Servicing Agreement, and except as disclosed in the Annual Compliance Statement, Annual Assessment of Compliance and the Annual Attestation Report delivered to the Master Servicer in accordance with Item 1123 the terms of Regulation AB (the “Pooling and Servicing Agreement, the Servicer has, as of the date of this certification, fulfilled its obligations under the Pooling and Servicing Agreement: 3. Based on my knowledge, the information in the Annual Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Annual Assessment of Compliance”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Annual Attestation Report”), and all other data, servicing reports, officer’s certificates and other information relating to the performance servicing of the Servicer under the terms of the Agreement during 200[ ] that were delivered Mortgage Loans submitted to the Master Servicer pursuant , to the Agreement extent included in or relied upon in connection with any information included in any Form 8-Ks, Form 10-Ds, Form 10-Ks or similar forms required by the Securities and Exchange Commission (collectively, the “Servicing InformationSEC”); (ii) Based on my knowledgefrom time to time, or incorporated by reference in any prospectus filed with the Servicing InformationSEC, for the period covered by the Annual Assessment of Compliance, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading as of the period covered by or the date of such reports or information or the date of this certification; (iii) Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Master Servicer and the Purchaser; (iv) 4. I am responsible for reviewing the activities performed by the Servicer Seller as servicer under the Agreement, Agreement and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Assessment of Compliance or the Attestation Report, the Servicer Seller has fulfilled its obligations under the Agreement in all material respects; and (v) The Compliance Statement, the Assessment of Compliance and Attestation Report required to be provided by the Servicer pursuant to the Agreement, have been provided to the Master Servicer and the Purchaser. The Assessment of Compliance and the Attestation Report cover all items of the servicing criteria identified on Exhibit 11 to the Agreement as applicable to the Servicer. Any material instances of noncompliance described in such reports have been disclosed to the Master Servicer and to the Purchaser. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. PHH MORTGAGE CORPORATION (Servicer) By: Name: Title: Date: THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of May 25, 2007 (the “Assignment”), is entered into among Sequoia Residential Funding, Inc. (the “Assignor”), PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) ("PHH") and Xxxxxx’x Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as the sellers (the “Sellers”), and PHH, as the servicer (the “Servicer”), and HSBC Bank USA, National Association (“HSBC Bank”) as Trustee under a Pooling and Servicing Agreement dated as of May 1, 2007 (the “Pooling and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank (in such Trustee capacity, the “Assignee”), and Xxxxx Fargo Bank, N. A., as Master Servicer and Securities Administrator.