XXXXXXX XXXXX -RWT TO SEQUOIA
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 RWT Holdings, Inc.,
(the "Assignor"), Sequoia Residential Funding, Inc. (the "Assignee"), and
Xxxxxxx Xxxxx Credit Corporation, as the seller (the "Seller").
RECITALS
WHEREAS, Assignor 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) Assignor has
acquired from the Seller certain Mortgage Loans (the "Mortgage Loans"); and
WHEREAS, the Assignor has agreed to sell, assign and transfer to
Assignee 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 its
rights under the Master Purchase Agreement with respect to the Specified
Mortgage Loans; 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
sells, assigns and transfers to the Assignee all of its right, title and
interest in the Specified Mortgage Loans and all of its rights and 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.
(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.
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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 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:
RWT Holdings, Inc.
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Sequoia Residential Funding, Inc.
Xxx Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
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.
7. 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.
8. 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:
RWT HOLDINGS, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
ASSIGNEE:
SEQUOIA RESIDENTIAL FUNDING, INC.
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
