EXHIBIT 99.11
CENDANT - RWT TO SEQUOIA
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
FOR
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT
AND
ADDITIONAL COLLATERAL SERVICING AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of June
26, 2003 (the "Assignment"), is entered into among RWT Holdings, Inc. (the
"Assignor"), Sequoia Residential Funding, Inc. (the "Assignee"), and Cendant
Mortgage Corporation ("Cendant") as the servicer (the "Servicer").
RECITALS
WHEREAS, the Assignor, the Sellers (as defined below) and the Servicer
have entered into a certain Mortgage Loan Flow Purchase, Sale & Servicing
Agreement, dated as of August 1, 2002, with RWT Holdings as purchaser, Cendant
Mortgage Corporation as servicer and seller, Xxxxxx'x Gate Residential Mortgage
Trust (formerly known as Cendant Residential Mortgage Trust) as seller, (Cendant
and Xxxxxx'x Gate Residential Mortgage Trust, together, the "Sellers"), and
Redwood Trust, Inc., as guarantor, (as amended or modified to the date hereof,
the "Flow Purchase and Servicing Agreement"), and Servicer has agreed to service
mortgage loans (the "Mortgage Loans") under the Flow Purchase and Servicing
Agreement. In addition, certain of the Mortgage Loans are subject to the
Additional Collateral Servicing Agreement, dated as of August 1, 2002 (the
"Additional Collateral Agreement" and, together with the Flow Purchase and
Servicing Agreement, the "Agreements"), between the Assignor and the Servicer
and, notwithstanding anything to the contrary, Servicer will service the
Mortgage Loans that are subject to the Additional Collateral Agreement under the
Additional Collateral Agreement; and
WHEREAS, the Assignor has acquired certain Mortgage Loans separately
from Xxxxxxx Xxxxx Credit Corporation, and not from Cendant, (the "Specified
Mortgage Loans") which are listed on the mortgage loan schedule attached as
Exhibit I hereto (the "Specified Mortgage Loan Schedule") and Cendant has agreed
to service the Specified Mortgage Loans pursuant to the Agreements; and
WHEREAS, the Assignor has agreed to sell, assign and transfer to
Assignee all of its right, title and interest in the Specified Mortgage Loans
listed on the Specified Mortgage Loan Schedule and its rights under the
Agreements 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:
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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 Agreements to the extent relating to the Specified Mortgage
Loans, the Assignee hereby accepts such assignment from the Assignor, and the
Servicer 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.
2. Recognition of the Assignee.
From and after the date hereof, the Servicer shall recognize the
Assignee as the holder of the rights and benefits of the Purchaser with respect
to the Specified Mortgage Loans and the Servicer will service the Specified
Mortgage Loans for the Assignee as if the Assignee and the Servicer had entered
into separate servicing agreements for the servicing of the Specified Mortgage
Loans in the form of the Flow Purchase and Servicing Agreement and the
Additional Collateral Agreement with the Assignee as the Purchaser thereunder,
the terms of which Agreements are incorporated herein by reference. 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. Representations and Warranties.
(a) The Assignee represents and warrants that it is a
sophisticated investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection therewith upon any
statements or representations of the Servicer or the Assignor other than those
contained in the Agreements or this Assignment.
(b) Each of the parties hereto represents and warrants
that it is duly and legally authorized to enter into this Assignment.
(c) Each of the parties hereto represents and warrants
that this Assignment has been duly authorized, executed and delivered by it and
(assuming due authorization, execution and delivery thereof by each of the other
parties hereto) constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
4. Continuing Effect.
Except as contemplated hereby, the Agreements shall remain in full
force and effect in accordance with their terms.
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5. 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.
6. Notices.
Any notices or other communications permitted or required under the
Agreements to be made to the Assignor and Assignee shall be made in accordance
with the terms of the Agreements and shall be sent to the Assignor and Assignee
as follows:
RWT Holdings, Inc.
000 Xxxxxxx Xxxxxxx, Xxxxx 0000
Xxxx Xxxxxx, XX 00000
Sequoia Residential Funding, Inc.
000 Xxxxxxx Xxxxxxx, Xxxxx 0000
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
Agreements.
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 Agreements.
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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: _________________________________
SERVICER:
CENDANT MORTGAGE CORPORATION
By: ____________________________________
Name: __________________________________
Title: _________________________________
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EXHIBIT I
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