ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
FOR
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of
December 22, 2003 (the "Assignment"), is entered into among Xxxxxxx Xxxxx
Mortgage Investors, Inc. (the "Assignor"), Xxxxxxx Xxxxx Credit Corporation, as
the seller (the "Seller"), and Xxxxx Fargo Bank Minnesota, National Association
(the "Assignee") as Trustee under a Trust Agreement dated as of December 1, 2003
(the "Trust Agreement"), among the Assignor, as Depositor, and the Assignee, as
Trustee.
RECITALS
WHEREAS, RWT Holdings, Inc. ("RWT Holdings") and the Seller have
entered into a certain Master Mortgage Loan Purchase Agreement, dated as of
April 1, 1998 (as amended or modified to the date hereof, the "Master Purchase
Agreement"), and pursuant to the Purchase Price and Terms Letter(s) and Warranty
Xxxx(s) of Sale issued under the Master Purchase Agreement and listed in
Appendix A hereto (the "Purchase Price and Terms Letter(s)" and "Xxxx(s) of
Sale," respectively) RWT Holdings has acquired from the Seller certain Mortgage
Loans (the "Mortgage Loans"); and
WHEREAS, RWT Holdings has previously sold, assigned and transferred all
of its right, title and interest in certain of the Mortgage Loans (the
"Specified Mortgage Loans") which are listed on the mortgage loan schedule
attached as Exhibit I hereto (the "Specified Mortgage Loan Schedule") and
certain rights under the Master Purchase Agreement with respect to the Specified
Mortgage Loans to Sequoia Residential Funding, Inc. ("Sequoia"); and
WHEREAS, Sequoia has previously sold, assigned and transferred all of
its right, title and interest in the Specified Mortgage Loans and certain rights
under the Master Purchase Agreement with respect to the Specified Mortgage Loans
to Assignor; and
WHEREAS, the parties hereto have agreed that the Specified Mortgage
Loans shall be subject to the terms of this Assignment.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties agree as follows:
1. Assignment and Assumption.
(a) Effective on and as of the date hereof, the Assignor
hereby pledges, assigns and transfers to the Assignee all of its right, title
and interest in the Specified Mortgage Loans and all of its rights (but none of
the Purchaser's representations, warranties or obligations) provided under the
Master Purchase Agreement to the extent relating to the Specified Mortgage
Loans, the Assignee hereby accepts such assignment from the Assignor, and the
Seller hereby acknowledges such assignment and assumption.
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(b) Effective on and as of the date hereof, the Assignor
represents and warrants to the Assignee that the Assignor has not taken any
action that would serve to impair or encumber the Assignee's interest in the
Specified Mortgage Loans since the date of the Assignor's acquisition of the
Specified Mortgage Loans.
2. Recognition of the Assignee.
From and after the date hereof, the Seller shall recognize the Assignee
as the holder of the rights and benefits of the Purchaser with respect to the
Specified Mortgage Loans under the Master Purchase Agreement. It is the
intention of the parties hereto that this Assignment will be a separate and
distinct agreement, and the entire agreement, between the Seller and the other
parties hereto to the extent of the Specified Mortgage Loans and shall be
binding upon and for the benefit of the respective successors and assigns of the
parties hereto.
3. Continuing Effect.
Except as contemplated hereby, the Master Purchase Agreement shall
remain in full force and effect in accordance with its terms.
4. Governing Law.
This Assignment and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws of the State of
New York.
5. Notices.
Any notices or other communications permitted or required under the
Master Purchase Agreement to be made to the Assignor and Assignee shall be made
in accordance with the terms of the Master Purchase Agreement and shall be sent
to the Assignor and Assignee as follows:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
000 Xxxxx Xxxxxx
4 World Financial Center, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank Minnesota, National Association
X.X. Xxx 00
Xxxxxxxx, XX 00000
(or, if by overnight delivery)
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Facsimile Number: 000-000-0000
or to such other address as may hereafter be furnished by the Assignor or
Assignee to the other parties in accordance with the provisions of the Master
Purchase Agreement.
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6. Counterparts.
This Assignment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.
7. Definitions.
Any capitalized term used but not defined in this Assignment has the
same meaning as in the Master Purchase Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
the day and year first above written.
ASSIGNOR:
XXXXXXX XXXXX MORTGAGE
INVESTORS, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
ASSIGNEE:
XXXXX FARGO BANK MINNESOTA, N. A., not in
its individual capacity, but solely as
trustee for the Xxxxxxx Xxxxx Mortgage
Investors Trust, Series MLCC 2003-H
By:___________________________________
Name:_________________________________
Title:________________________________
SELLER:
XXXXXXX XXXXX CREDIT CORPORATION
By:___________________________________
Name:_________________________________
Title:________________________________
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EXHIBIT I
SPECIFIED MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
APPENDIX A
PURCHASE PRICE AND TERMS LETTER(S) WARRANTY XXXX(S) OF SALE
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December 22, 2003
