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EXHIBIT 4.4
Execution Version
SEQUOIA HELOC TRUST 2004-1
HELOC ASSET-BACKED NOTES, SERIES 2004-1
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
Between
RWT HOLDINGS, INC.
and
SEQUOIA MORTGAGE
FUNDING CORPORATION
dated as of June 1, 2004
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TABLE OF CONTENTS
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PAGE
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Section 1. Representations and
Warranties of RWT and Sequoia......................... 1
Section 2. Additional
Representations, Warranties and
Agreements of RWT
................................................... 1
Section 3. Conveyance of Mortgage
Loans.............................................. 2
Section 4. Intention of
Parties......................................................
3
Section 5.
Termination...............................................................
3
Section 6.
Miscellaneous.............................................................
4
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MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This
Mortgage Loan Purchase and Sale Agreement (the "Agreement") is
made
as of June 1, 2004, by and between RWT
Holdings, Inc., a Delaware corporation
("RWT") and Sequoia Mortgage Funding
Corporation, a Delaware corporation
("Sequoia").
WHEREAS,
the parties hereto desire to provide for the purchase and sale
of
the Mortgage Loans on the Closing Date (the
"Mortgage Loans") (as defined in the
Indenture, dated as of June 1, 2004 (the
"Indenture") by and among Sequoia HELOC
Trust 2004-1, as Issuer, and Wells Fargo
Bank, N. A., as indenture trustee (the
"Trustee"), and acknowledged by RWT and
Sequoia, 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 Sale and Servicing Agreement and
the contractual rights with respect to the
Mortgage Loans under each of the
Master Mortgage Loan Purchase Agreement and
the Master Servicing Agreement, (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
1
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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 to
this Agreement, for the benefit of
Sequoia and the Trustee.
(c)
RWT hereby
agrees that it will comply with the provisions of Section
2.05 of the Sale and Servicing Agreement in
respect of a breach of any of the
representations and warranties set forth in
this Section 2.
(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 sta
