Common use of Mortgage Loans Clause in Contracts

Mortgage Loans. RWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWT’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letter.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after March 1, 2013 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after October 1, 2012 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after February 1, 2011 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong Wxxxx Fargo Bank, which shall be a combination of credit for an additional capital contribution N.A., as custodian and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate lettermaster servicer, RRAC, as seller, Sequoia, as depositor, and Citibank, N.A., as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after June 1, 2013 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong Xxxxx Fargo Bank, which shall be a combination of credit for an additional capital contribution N.A., as custodian, RRAC, as seller, Sequoia, as depositor, and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterWilmington Trust, National Association, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after September 1, 2011 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong Wxxxx Fargo Bank, which shall be a combination of credit for an additional capital contribution N.A., as custodian and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate lettermaster servicer, RRAC, as seller, Sequoia, as depositor, and U.S. Bank National Association, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after January 1, 2012 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong Xxxxx Fargo Bank, which shall be a combination of credit for an additional capital contribution N.A., as custodian and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate lettermaster servicer, RRAC, as seller, Sequoia, as depositor, and U.S. Bank National Association, as trustee.

Mortgage Loans. RWT, concurrently with The Seller acknowledges that the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys Buyer has the right to Sequoia, without recourse, all of RWT’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or perform continuing due diligence reviews with respect to the Mortgage Loans after and the Cut-off Date manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless a Default has occurred (in which case no notice is required), upon reasonable (but, prior to a Default or Event of Default, no less than three (3) Business Days’) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all interest documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian. The Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and principal payments the Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans received prior relating to such Transaction, including without limitation ordering new credit reports and new appraisals on the Cutrelated Mortgaged Properties and otherwise re-off Date generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with the Buyer and any third party underwriter in respect of installments of interest and principal due thereafterconnection with such underwriting, including, but not including payments of interest limited to, providing the Buyer and principal due and payable on the Mortgage Loans on or before the Cut-off Date, any third party underwriter with access to any and all other proceeds received in respect of such Mortgage Loansdocuments, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loansrecords, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cashagreements, instruments or other property held or required information relating to be deposited such Mortgage Loans in the Collection Accounts and possession, or under the Distribution Accountcontrol, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterSeller.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after March 1, 2012 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong Wxxxx Fargo Bank, which shall be a combination of credit for an additional capital contribution N.A., as custodian and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate lettermaster servicer, RRAC, as seller, Sequoia, as depositor, and U.S. Bank National Association, as trustee.

Mortgage Loans. In return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWT’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after April 1, 2010 (the “Cut-off Date Date”) and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversionforegoing. Sequoia shall pay the purchase price for the Mortgage Loans by delivering to RWT on the Closing Date (i) cash in an amount mutually agreed upon by RWT and Sequoia, voluntary or involuntary, of any (ii) 100 percent of the foregoing into cash or other liquid assetsClass LT-R and Class R Certificates, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards(iii) $11,200,000 in initial certificate principal amount of the Class A-1 Certificates. On or prior to the Closing Date, RWT shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong Wxxxx Fargo Bank, which shall be a combination of credit for an additional capital contribution N.A., as trustee and cash wired to as custodian, Sequoia, as depositor and RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letter, as seller.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after November 1, 2012 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after September 1, 2012 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after June 1, 2012 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after April 1, 2013 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB, as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after [date] (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong [Custodian Name], which shall be a combination of credit for an additional capital contribution as custodian, RRAC, as seller, Sequoia, as depositor, and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letter[Trustee Name], as trustee.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RRAC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWTRRAC’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT RRAC on or with respect to the Mortgage Loans after May 1, 2013 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Sequoia shall pay the foregoing into purchase price for the Mortgage Loans by delivering to RRAC on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by RRAC and condemnation awardsSequoia. On or prior to the Closing Date, RWT RRAC shall deliver or cause to be delivered to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A., as custodian and master servicer, RRAC, as seller, Sequoia, as depositor, and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB, as trustee.

Mortgage Loans. RWTThe Seller hereby agrees to sell, concurrently with and the execution Purchaser agrees to purchase, on or before [ ] (the “Closing Date”), the Mortgage Loans; provided, however, that the Purchaser does not assume the obligation under any Mortgage Loan to fund any future advances required to be made to the related Mortgagor(s) thereunder, and delivery hereofthe Purchaser shall not be obligated or permitted to fund any such advances, hereby sellsit being understood that [ ], transfersas lender, assigns, sets over and otherwise conveys shall retain the obligation to Sequoiafund future advances. Such conveyance includes, without recourselimitation, all of RWT’s right, title and interest in and to (i) the Mortgage Loansall interest, including other than the related Mortgage Documents and all interest and principal servicing rights (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by RWT the Purchaser on or with respect to the Mortgage Loans listed on Schedule [ ] attached to the [Transfer] [Pooling] and Servicing Agreement), and principal received or receivable on or with respect to the Mortgage Loans listed on Schedule I hereto after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafterDate, but not including payments of interest and principal due and payable on the such Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related AcknowledgementsMortgage Files, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loansany Insurance Policies, (iv) the any Insurance Policies with respect Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to the Mortgage Loansclause (i) above), (v) all cash, instruments or other property held or required to be deposited Holdback Amounts on deposit in custodial accounts established by [ ] for the Collection Accounts and benefit of the Distribution AccountIssuer, and (vi) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the conversionforegoing, voluntary having an aggregate principal balance as of the close of business on [ ] (the “Cut-off Date”), after giving effect to payments of principal due on or involuntarybefore the Cut-off Date, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterapproximately $[ ].

Mortgage Loans. RWTMLCC, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to SequoiaMLMI, without recourse, all of RWT’s MLCC's right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT MLCC on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s MLCC's rights and obligations under the Purchase Agreements Pooling and the Servicing Agreements Agreement with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (viv) all cash, instruments or other property held or required to be deposited in the Collection Custodial Accounts and the Distribution Account, Account and (viv) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT MLCC shall deliver to Sequoia MLMI or, at Sequoia’s MLMI's direction, to the applicable CustodianTrustee, the Trustee’s 's Mortgage File for each Mortgage Loan in the manner set forth in Section 2 2.01 of the Custody Pooling and Servicing Agreement. Release of the Trustee’s 's Mortgage Files on the Closing Date shall be made against payment by Sequoia MLMI of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s accountLoans. The amount of the purchase price payable by Sequoia MLMI shall be set forth in writing in a separate letter.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to SequoiaDepositor, without recourse, all of RWTSeller’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT Seller on or with respect to the Mortgage Loans after _________ __, 201_ (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. Depositor shall pay the foregoing into purchase price for the Mortgage Loans by delivering to Seller on the Closing Date cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds in an amount mutually agreed upon by Seller and condemnation awardsDepositor. On or prior to the Closing Date, RWT Seller shall deliver or cause to Sequoia be delivered to Depositor or, at SequoiaDepositor’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section 2 Article 3 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia of the purchase price for the Mortgage Loans and related assetsamong [____________], which shall be a combination of credit for an additional capital contribution as custodian and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate lettermaster servicer, Seller, as seller, Depositor, as depositor, and [___________], as trustee.

Mortgage Loans. RWTThe Seller hereby agrees to sell, concurrently with and the execution Purchaser agrees to purchase, on or before [ ] (the “Closing Date”), the Mortgage Loans; provided, however, that the Purchaser does not assume the obligation under any Mortgage Loan to fund any future advances required to be made to the related Mortgagor(s) thereunder, and delivery hereofthe Purchaser shall not be obligated or permitted to fund any such advances, hereby sellsit being understood that [ ], transfersas lender, assigns, sets over and otherwise conveys shall retain the obligation to Sequoiafund future advances. Such conveyance includes, without recourselimitation, all of RWT’s right, title and interest in and to (i) the Mortgage Loansall interest, including other than the related Mortgage Documents and all interest and principal servicing rights (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by RWT the Purchaser on or with respect to the Mortgage Loans listed on Schedule I-E attached to the [Transfer] [Pooling] and Servicing Agreement), and principal received or receivable on or with respect to the Mortgage Loans listed on Schedule I hereto after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafterDate, but not including payments of interest and principal due and payable on the such Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related AcknowledgementsMortgage Files, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loansany Insurance Policies, (iv) the any Insurance Policies with respect Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to the Mortgage Loansclause (i) above), (v) all cash, instruments or other property held or required to be deposited Holdback Amounts on deposit in custodial accounts established by [ ] for the Collection Accounts and benefit of the Distribution AccountIssuer, and (vi) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the conversionforegoing, voluntary having an aggregate principal balance as of the close of business on [ ] (the “Cut-off Date”), after giving effect to payments of principal due on or involuntarybefore the Cut-off Date, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterapproximately $[ ].

Mortgage Loans. RWTAs of the Closing Date, in consideration of the Issuer’s delivery of the Notes to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Sequoiathe Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans on and after the Initial Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of RWTthe Depositor’s right, title and interest in any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to (i) the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the related Mortgage Documents Mortgaged Properties and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all any proceeds of the conversionforegoing, voluntary or involuntaryto have and to hold, of any in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds Noteholders and condemnation awards. On or prior for the purposes and subject to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner terms and conditions set forth in Section 2 this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes to or upon the order of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price Depositor, in exchange for the Mortgage Loans and related assetsthe other property of the Trust Estate. Concurrently with the execution and delivery of this Agreement, which the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, and shall be a combination entitled to exercise all the rights of credit the Depositor under the Mortgage Loan Purchase Agreement as if, for an additional capital contribution and cash wired such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to RWT’s accountthe lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The amount Issuer hereby accepts such assignment and shall be entitled to exercise all rights of the purchase price payable Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by Sequoia shall be the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Depositor, the Issuer and the Indenture Trustee that it is not intended that any Mortgage Loan to be included in writing the Trust Fund be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a separate letter“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 and (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005.

Mortgage Loans. RWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWT’s 's right, title and interest in and to (i) each Mortgage Loan, including its Principal Balance (including any Additional Balances related thereto) and all collections in respect of the Mortgage LoansLoans conveyed to the Trust and received (or, including in the related Mortgage Documents and all interest and principal received or receivable by RWT on or case of Interest Collections, due) (A) in the case of Interest Collections, with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect Principal Balance thereof as of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, after the close of business on the Cut-Off Date and (B) in the case of all other proceeds received in respect Principal Collections, and Interest Collections on Additional Balances created after the Cut-Off Date, after the close of such Mortgage Loans, business on the Issue Date; (ii) RWT’s 's rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, Agreements; (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral property that secured a Mortgage Loans, Loan that is acquired by foreclosure or deed in lieu of foreclosure; (iv) RWT's rights under the Insurance Policies with respect to the Mortgage Loans, hazard insurance policies; (v) all cash, instruments or other property held or required to be deposited in the Policy; (vi) the Collection Accounts Account and the Distribution Account, ; and (vivii) all any proceeds of the conversionforegoing and any other Trust Property and all other assets included or to be included in the Trust for the benefit of Noteholders, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds Residual Certificateholders and condemnation awardsthe Insurer. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s 's direction, to the applicable Custodian, the Trustee’s 's Mortgage File for each Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s 's Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash payment wired to RWT’s 's account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letter.

Mortgage Loans. RWT, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse, all of RWT’s right, title and interest in and to (i) the Mortgage Loans, including the related Mortgage Documents and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (viv) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (viv) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letter.

Mortgage Loans. RWTIn return for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Five Oaks, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to SequoiaCSFBMSC, without recourse, all of RWTFive Oaks’s right, title and interest in and to the Mortgage Loans (excluding the servicing rights with respect to the Mortgage Loans), including (i) the Mortgage Loans, including the related Mortgage Documents and all principal and interest and principal received or receivable by RWT Five Oaks on or with respect to the Mortgage Loans after December 1, 2014 (the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the “Cut-off Date”) (other than Scheduled Payments due on or before such date), and all other proceeds such payments due after such date but received in respect of on or prior to such Mortgage Loansdate and intended by the related Mortgagors to be applied after such date, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements all insurance policies with respect to the Mortgage Loans, as modified by the related Acknowledgements, Loans and (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of foregoing. CSFBMSC shall pay the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds purchase price for the Mortgage Loans by delivering to Five Oaks on the Closing Date immediately available funds in an amount mutually agreed upon by Five Oaks and condemnation awardsCSFBMSC. On or prior to the Closing Date, RWT Five Oaks shall deliver or cause to Sequoia be delivered to CSFBMSC or, at SequoiaCSFBMSC’s direction, to the applicable Custodian, the Trustee’s Trustee Mortgage File for each Mortgage Loan in the manner set forth in Section Article 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files Custodial Agreement as in effect on the Closing Date shall be made against payment date of execution hereof, by Sequoia and among Wxxxx Fargo Bank, N.A. as custodian, the Depositor and Christiana Trust, a division of the purchase price for the Mortgage Loans and related assetsWilmington Savings Fund Society, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterFSB as trustee.

Mortgage Loans. RWTAs of the Closing Date, in consideration of the Issuing Entity’s delivery of the Notes to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby sellstransfer, transfersassign, assignsset over, sets over deposit with and otherwise conveys convey to Sequoiathe Issuing Entity, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans on and after the Initial Cut-off Date (other than payments of principal and interest due on or before such date), and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date together with all of RWTthe Depositor’s right, title and interest in any REO Property and the proceeds thereof, the Depositor’s rights under any Insurance Policies related to (i) the Mortgage Loans, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the related Mortgage Documents Mortgaged Properties and all interest and principal received or receivable by RWT on or with respect to the Mortgage Loans after the Cut-off Date and all interest and principal payments on the Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all any proceeds of the conversionforegoing, voluntary or involuntaryto have and to hold, of any in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds Noteholders and condemnation awards. On or prior the Swap Counterparty and for the purposes and subject to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner terms and conditions set forth in Section 2 this Agreement, and, concurrently with such receipt, the Issuing Entity has issued and delivered the Notes to or upon the order of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price Depositor, in exchange for the Mortgage Loans and related assetsthe other property of the Trust Estate. Concurrently with the execution and delivery of this Agreement, which the Depositor does hereby assign to the Issuing Entity all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuing Entity hereby accepts such assignment, and shall be a combination entitled to exercise all the rights of credit the Depositor under the Mortgage Loan Purchase Agreement as if, for an additional capital contribution such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuing Entity, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders and cash wired to RWT’s accountthe Swap Counterparty. The amount Issuing Entity hereby accepts such assignment and shall be entitled to exercise all rights of the purchase price payable Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by Sequoia shall be the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Depositor, the Issuing Entity and the Indenture Trustee that it is not intended that any Mortgage Loan to be included in writing the Trust Fund be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a separate letter“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 and (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, [200_].

Mortgage Loans. RWTThe Seller hereby agrees to sell, concurrently with and the execution and delivery hereofPurchaser agrees to purchase, hereby sellson or before August 31, transfers, assigns, sets over and otherwise conveys to Sequoia, without recourse2005 (the “Closing Date”), all of RWTthe Seller’s right, title and interest in in, to and under the Mortgage Loans; provided, however, that the Purchaser does not assume the obligation under any Mortgage Loan to fund any future advances required to be made to the related Mortgagor(s) thereunder, and the Purchaser shall not be obligated or permitted to fund any such advances, it being understood that Interbay, as lender, shall retain the obligation to fund future advances. The conveyance of the Mortgage Loans hereunder includes (i) the Mortgage Loans, including Loans (other than the related Mortgage Documents and servicing rights) listed on the Closing Schedule attached hereto including all payments of interest and principal (other than any Retained Interest), all prepayment premiums or penalties or yield maintenance payments received or receivable by RWT the Seller on or with respect to the Mortgage Loans listed on Schedule I-B attached hereto, and all principal and other amounts received or receivable on or with respect to the Mortgage Loans listed on Schedule I after the Cut-off Date (other than payments due on or prior to such date) and all interest and principal payments on the Mortgage Loans due after such date but received prior to such date; provided, however, that the Purchaser shall not assume the obligation under any Partially Disbursed Mortgage Loan to fund any future advances thereunder, it being understood that Interbay, as lender, shall retain the obligation to fund such future advances, (ii) the related Mortgage Files and all rights of the Seller in the Loan Collateral, (iii) any Insurance Policies, (iv) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (i) above), (v) all Holdback Amounts on deposit in custodial accounts established by Interbay for the benefit of the Trust Fund, and (vi) all income, revenues, issues, choses in action, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing, having an aggregate principal balance as of the close of business on August 1, 2005 (the “Cut-off Date in respect Date”), after giving effect to payments of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (ii) RWT’s rights and obligations under the Purchase Agreements and the Servicing Agreements with respect to the Mortgage Loans, as modified by the related Acknowledgements, (iii) the pledge, control and guaranty agreements and the Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans, (iv) the Insurance Policies with respect to the Mortgage Loans, (v) all cash, instruments or other property held or required to be deposited in the Collection Accounts and the Distribution Account, and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the Closing Date, RWT shall deliver to Sequoia or, at Sequoia’s direction, to the applicable Custodian, the Trustee’s Mortgage File for each Mortgage Loan in the manner set forth in Section 2 of the Custody Agreement. Release of the Trustee’s Mortgage Files on the Closing Date shall be made against payment by Sequoia of the purchase price for the Mortgage Loans and related assets, which shall be a combination of credit for an additional capital contribution and cash wired to RWT’s account. The amount of the purchase price payable by Sequoia shall be set forth in writing in a separate letterapproximately $103,036,890.36.