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MERRILL LYNCH -RWT TO SEQUOIA
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
FOR
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as
of
December 22, 2003 (the "Assignment"), is entered into among RWT
Holdings, Inc.,
(the "Assignor"), Sequoia Residential Funding, Inc. (the
"Assignee"), and
Merrill Lynch Credit Corporation, as the seller (the
"Seller").
RECITALS
WHEREAS, Assignor and the Seller have entered into a certain
Master
Mortgage Loan Purchase Agreement, dated as of April 1, 1998 (as
amended or
modified to the date hereof, the "Master Purchase Agreement"),
and pursuant to
the Purchase Price and Terms Letter(s) and Warranty Bill(s) of
Sale issued under
the Master Purchase Agreement and listed in Appendix A hereto
(the "Purchase
Price and Terms Letter(s)" and "Bill(s) of Sale," respectively)
Assignor has
acquired from the Seller certain Mortgage Loans (the "Mortgage
Loans"); and
WHEREAS, the Assignor has agreed to sell, assign and transfer
to
Assignee all of its right, title and interest in certain of the
Mortgage Loans
(the "Specified Mortgage Loans") which are listed on the
mortgage loan schedule
attached as Exhibit I hereto (the "Specified Mortgage Loan
Schedule") and its
rights under the Master Purchase Agreement with respect to the
Specified
Mortgage Loans; and
WHEREAS, the parties hereto have agreed that the Specified
Mortgage
Loans shall be subject to the terms of this Assignment.
NOW, THEREFORE, in consideration of the mutual promises
contained
herein and other good and valuable consideration (the receipt
and sufficiency of
which are hereby acknowledged), the parties agree as
follows:
1. Assignment and Assumption.
(a) Effective on and as of the date hereof, the Assignor
hereby
sells, assigns and transfers to the Assignee all of its right,
title and
interest in the Specified Mortgage Loans and all of its rights
and obligations
provided under the Master Purchase Agreement to the extent
relating to the
Specified Mortgage Loans, the Assignee hereby accepts such
assignment from the
Assignor, and the
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