SEQUOIA MORTGAGE TRUST 2007-2 MORTGAGE PASS-THROUGH CERTIFICATES MORTGAGE LOAN PURCHASE AND SALE AGREEMENT Between RWT HOLDINGS, INC. and SEQUOIA RESIDENTIAL FUNDING, INC. dated as of May 1, 2007Mortgage Loan Purchase and Sale Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • New York
This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of May 1, 2007, by and between RWT Holdings, Inc., a Delaware corporation (“RWT”) and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).
SEQUOIA RESIDENTIAL FUNDING, INC. Depositor WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2007 SEQUOIA MORTGAGE TRUST 2007-2Pooling and Servicing Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • New York
This POOLING AND SERVICING AGREEMENT, dated as of May 1, 2007 (the “Agreement”), by and among SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation, as depositor (the “Depositor”), HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and WELLS FARGO BANK, N.A., in its dual capacities as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”) and acknowledged by RWT HOLDINGS, INC., a Delaware corporation, as seller (the “Seller”), for purposes of Section 2.04.
REDWOOD TRUST, INC. Purchaser and WELLS FARGO BANK, N.A. Company SELLER’S WARRANTIES AND SERVICING AGREEMENT Dated as of May 1, 2007 Adjustable Rate Mortgage Loans WFHM 2007-W17 and WFHM 2007-W18Seller’s Warranties and Servicing Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • New York
This is a Seller’s Warranties and Servicing Agreement for adjustable rate residential first lien mortgage loans, dated and effective as of May 1, 2007, and is executed between Redwood Trust Inc., as purchaser (the “Purchaser”), and Wells Fargo Bank, N.A., as seller and servicer (the “Company”).
SEQUOIA MORTGAGE TRUST 2007-2 Mortgage Pass-Through Certificates UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • New York
Sequoia Residential Funding, Inc., a Delaware corporation (the “Depositor”) and an indirect wholly-owned limited purpose subsidiary of Redwood Trust, Inc., a Maryland corporation (“Redwood Trust”), proposes to cause Sequoia Mortgage Trust 2007-2 (the “Issuing Entity”), a common law trust governed by New York law, to issue and sell to you (each, an “Underwriter”) its Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-A3, Class 1-AR, Class 1-XA, Class 1-XB, Class 2A-A1, Class 2B-A1, Class 2-AR, Class 1B-1, Class 1B-2, Class 1B-3, Class 2B-1, Class 2B-2 and Class 2B-3 Certificates (collectively, the “Publicly-Offered Certificates”) having the characteristics set forth in the Final Prospectus, evidencing beneficial ownership interests in the Issuing Entity, the assets of which will consist primarily of three pools: (1) one pool of adjustable rate, fully amortizing mortgage loans secured by first liens on one-to- four family residential properties, (2) one pool of hybrid, f
CUSTODY AGREEMENTCustody Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • New York
This CUSTODY AGREEMENT (the “Agreement”) dated as of May 1, 2007, by and among WELLS FARGO BANK, N. A., having an address at 24 Executive Park, Irvine, Suite 100, CA 92614, Attention: Mortgage Document Custody, as Custodian (the “Custodian”), HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee (the “Trustee”), SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware corporation, having an address at One Belvedere Place, Suite 330, Mill Valley, CA 94941, Attention: John Isbrandtsen, as Depositor (the “Depositor”) and RWT HOLDINGS, INC., a Delaware corporation, having an address at One Belvedere Place, Suite 310, Mill Valley, CA 94941, Attention: John Isbrandtsen, as Seller (the “Seller”).
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT dated as of January 1, 2006 between RWT HOLDINGS, INC., Purchaser PHH MORTGAGE CORPORATION (formerly known as Cendant Mortgage Corporation) and BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (formerly...Mortgage Loan Flow Purchase, Sale & Servicing Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • New York
This Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of January 1, 2006, is entered into between RWT Holdings, Inc., as the Purchaser (“Purchaser”), PHH Mortgage Corporation (formerly known as“Cendant Mortgage” and referred to herein as “PHH Mortgage) and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) (the “Trust,” together with PHH Mortgage, the “Sellers” and individually, each a “Seller”), as the Sellers, and Redwood Trust, Inc., as the Guarantor (“Guarantor”).
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT FIRST REPUBLIC BANKMaster Mortgage Loan Purchase and Servicing Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • California
This is a MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT (the “Agreement”), dated as of July 1, 2006, by and between Redwood Trust, Inc., having an office at One Belvedere Place, Suite 300, Mill Valley, CA 94904 (the “Initial Purchaser”, and the Initial Purchaser or the Person, if any, to which the Initial Purchaser has assigned its rights and obligations hereunder as Purchaser with respect to a Mortgage Loan, and each of their respective successors and assigns, the “Purchaser”) and FIRST REPUBLIC BANK, having an office at 111 Pine Street, San Francisco, California 94111 (the “Seller”).
LOAN SERVICING AGREEMENT Dated and effective as of February 1, 2004 RWT HOLDINGS, INC. (Owner) and GMAC MORTGAGE CORPORATION (Servicer)Loan Servicing Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • Pennsylvania
THIS LOAN SERVICING AGREEMENT dated as of February 1st, 2004 (the “Agreement”) by and between RWT Holdings, Inc. and/or its assigns (“Owner”), a Delaware corporation with its principal office located at One Belvedere Place, #310 Mill Valley, California, 94941, and GMAC Mortgage Corporation, a Pennsylvania corporation with its principal office located at 100 Witmer Road, Horsham, PA 19044-0963 (“Servicer”).
RWT HOLDINGS, INC. Owner MORGAN STANLEY CREDIT CORPORATION Servicer and REDWOOD TRUST, INC. Guarantor MASTER SERVICING AGREEMENT Dated as of November 1, 2006 Fixed, Adjustable Rate and Additional Collateral Mortgage Loans Flow Delivery ProgramMaster Servicing Agreement • June 7th, 2007 • Sequoia Mortgage Trust 2007-2 • Asset-backed securities • Illinois
This is a MASTER SERVICING AGREEMENT (this “AGREEMENT”), dated and effective as of November 1, 2006 and is by and between RWT Holdings, Inc., a Delaware Corporation, as owner (“Owner”), Morgan Stanley Credit Corporation, a Delaware corporation, as servicer (the “Servicer”), and Redwood Trust, Inc., a Maryland corporation, as guarantor (“Guarantor”).
