MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

This Mortgage Loan Purchase and Sale Agreement (the “Agreement”) is made as of _________ __, 20__, by and between RWT Holdings, Inc., a Delaware corporation (“RWT”) and Sequoia Residential Funding, Inc., a Delaware corporation (“Sequoia”).

WHEREAS, the parties hereto desire to provide for the purchase and sale of the Mortgage Loans (the "Mortgage Loans") on the Closing Date  (as defined in the Pooling and Servicing Agreement, dated as of _________ __, 20__ (the “Pooling and Servicing Agreement”) by and among Sequoia, as depositor, [____________________], as trustee (the “Trustee”), and [_______________], as master servicer and securities administrator, and acknowledged by RWT, as seller, in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby agree as follows:

Section 1.       Representations and Warranties of RWT and Sequoia .  RWT and Sequoia, each as to itself and not the other, hereby represents, warrants and agrees for the benefit of the other party that:

(a)            Authorization .  The execution, delivery and performance of this Agreement by it are within its respective powers and have been duly authorized by all necessary action on its part.

(b)            No Conflict .  The execution, delivery and performance of this Agreement will not violate or conflict with (i) its charter or bylaws, (ii) any resolution or other corporate action by it, or (iii) any decisions, statutes, ordinances, rulings, directions, rules, regulations, orders, writs, decrees, injunctions, permits, certificates or other requirements of any court or other governmental or public authority in any way applicable to or binding upon it, and will not result in or require the creation, except as provided in or contemplated by this Agreement, of any lien, mortgage, pledge, security interest, charge or encumbrance of any kind upon the Mortgage Loans.

(c)            Binding Obligation .  This Agreement has been duly executed by it and is its legally valid and binding obligation, enforceable against it in accordance with this Agreement’s terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity.

Section 2.       Additional Representations, Warranties and Agreements of RWT .

(a)           RWT represents and warrants to, and agrees with, Sequoia that (i) on the Closing Date, RWT will have good, valid and marketable title to the Mortgage Loans that are identified in Schedule A to the Pooling and Servicing Agreement and the contractual rights with respect to the Mortgage Loans under each of the Purchase Agreements and the Servicing Agreements, (as modified by the related Acknowledgements, collectively referred to herein as the "Purchase and Servicing Agreements"), in each case free and clear of all liens, mortgages, deeds of trust, pledges, security interests, charges, encumbrances or other claims; and (ii) upon transfer to Sequoia, Sequoia will receive good, valid and marketable title to all of the Mortgage Loans and will receive all of RWT’s contractual rights and obligations under each such Purchase and Servicing Agreements, in each case free and clear of any liens, mortgages, deeds of trust, pledges, security interests, charges, encumbrances or other claims.

(b)           RWT hereby makes the representations and warranties as to the Mortgage Loans set forth in Schedule A-1 to this Agreement, and hereby assigns the representations and warranties as to the Mortgage Loans set forth in Schedule A-2 from the originators therein designated, and for the benefit of Sequoia and the Trustee.

(c)           RWT hereby agrees that it will comply with the provisions of Section 2.04 of the Pooling and Servicing Agreement in respect of a breach of any of the representations and warranties made by it in this Section 2.  In addition, RWT will comply with the provisions of Sections 7.01(b) and 9.01(d) of the Pooling and Servicing Agreement.

(d)           RWT hereby represents and warrants for the benefit of Sequoia and the Trustee:  (i) this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Loans in favor of Sequoia, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from RWT; (ii) the Mortgage Loans constitute “instruments” within the meaning of the applicable UCC; (iii) RWT, immediately prior to its transfer of Mortgage Loans under this Agreement, will own and have good, valid and marketable title to the Mortgage Loans free and clear of any Lien, claim or encumbrance of any Person; (iv) RWT has received all consents and approvals required by the terms of the Mortgage Loans to the sale of the Mortgage Loans hereunder to Sequoia; (v) all original executed copies of each Mortgage Note that constitute or evidence the Mortgage Loans have been delivered to the applicable Custodian; (vi) RWT has received a written acknowledgment from the applicable Custodian that such Custodian is holding the Mortgage Notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of Sequoia; (vii) other than the security interest granted to Sequoia pursuant to this Agreement and security interests granted to lenders which will be automatically released at the Closing, RWT has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans; RWT has not authorized the filing of and is not aware of any financing statements against it that include a description of collateral covering the M