EXHIBIT
4.6

     

     

    


    SEQUOIA
MORTGAGE TRUST 20__-_

    MORTGAGE
PASS-THROUGH CERTIFICATES

    


    


    


    MORTGAGE
LOAN PURCHASE AND SALE AGREEMENT

     

    Between

     

    RWT
HOLDINGS, INC.

     

    and

     

    SEQUOIA
RESIDENTIAL FUNDING, INC.

     

    dated as
of __________ __, 20__


    
      
         

      

      
         


        
          

        

      

      
         

      

    


    TABLE OF
CONTENTS

     

    PAGE

    
      	 	 	 
	
              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
_________ __, 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 Mortgage Loans other than any financing statement relating to the
security interest granted to Sequoia hereunder or that will be automatically
released upon the sales to Sequoia; (viii) RWT is not aware of any judgment or
tax lien filing against itself; and (ix) none of the Mortgage Notes that
constitute or evidence the Mortgage Loans have any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any Person other
than Sequoia.

     

    Section
3.    Conveyance of Mortgage
Loans.

     

    (a)           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.

     

    
      
         

      

      
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    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.

     

    (b)           Defective Mortgage
Loans.  If any Mortgage Loan is required to be repurchased due
to defective or missing documentation pursuant to Section 2.04 of the Pooling
and Servicing Agreement, RWT shall, at its option, either (a) repurchase or
cause the applicable seller of such Mortgage Loan to RWT to repurchase such
Mortgage Loan at the Purchase Price, or (b) provide or cause the applicable
seller of such Mortgage Loan to RWT to provide a Replacement Mortgage Loan,
subject to the terms and conditions of the Pooling and Servicing
Agreement.

     

    Section
4.    Intention of
Parties.  It is the express intent of the parties hereto that
(without addressing characterization for GAAP purposes) the conveyance of the
Mortgage Loans by RWT to Sequoia be construed as, an absolute sale
thereof.  It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof.  However, in the event that,
notwithstanding the intent of the parties, such assets are held to be the
property of the assigning party, or if for any other reason this Agreement is
held or deemed to create a security interest in the Mortgage Loans, then (i)
this Agreement shall be deemed to be a security agreement within the meaning of
the Uniform Commercial Code of the State of New York and (ii) the conveyance
provided for in this Agreement shall be deemed to be an assignment and a grant
by RWT to Sequoia of a security interest in all of the assets described in such
conveyances, whether now owned or hereafter acquired.

     

    RWT and
Sequoia shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement.  RWT
shall arrange for filing any Uniform Commercial Code continuation statements in
connection with any security interest granted or assigned
hereunder.

     

    Section
5.    Termination.

     

    (a)           Sequoia
may terminate this Agreement, by notice to RWT, at any time at or prior to the
Closing Date:

     

    (i)           if
the Underwriting Agreement is terminated by the Underwriters pursuant to the
terms of the Underwriting Agreement or if the Underwriters do not complete the
transactions contemplated
by the Underwriting Agreement as the result of the failure of any condition set
forth therein or if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
Prospectus or Prospectus Supplement, any material adverse change in the
financial condition, earnings, business affairs or business prospects of RWT,
whether or not arising in the ordinary course of business, or

     

    
      
         

      

      
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    (ii)           if
there has occurred any material adverse change in the financial markets in the
United States, any outbreak of hostilities or escalation thereof or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic
conditions, in each case the effect of which is such as to make it, in the
judgment of the Underwriters, impracticable to market the Certificates or to
enforce contracts for the sale of the Certificates, or

     

    (iii)           if
a banking moratorium has been declared by either Federal or New York
authorities.

     

    (b)           This
Agreement shall terminate automatically without any required notice or other
action by any party hereto if the Closing Date for the issuance of the
Certificates has not occurred by [___________ __, 20__].

     

    (c)           Notwithstanding
any termination of this Agreement or the completion of all sales contemplated
hereby, the representations, warranties and agreements in Sections 1 and 2
hereof shall survive and remain in full force and effect.

     

    Section
6.    Miscellaneous.

     

    (a)           Amendments,
Etc.  No rescission, modification, amendment, supplement or
change of this Agreement shall be valid or effective unless in writing and
signed by all of the parties to this Agreement.  No amendment of this
Agreement may modify or waive the representations, warranties and agreements set
forth in Sections 1 and 2 hereof.

     

    (b)           Binding Upon Successors,
Etc.  This Agreement shall bind and inure to the benefit of and
be enforceable by RWT and Sequoia, and the respective successors and assigns
thereof.  The parties hereto acknowledge that Sequoia is acquiring the
Mortgage Loans for the purpose of pledging, transferring, assigning, setting
over and otherwise conveying them to the Trustee, pursuant to the Pooling and
Servicing Agreement for inclusion in the Trust Fund.  As an inducement
to Sequoia to purchase the Mortgage Loans, RWT acknowledges and consents to the
assignment to the Trustee by Sequoia of all of Sequoia's rights against RWT
hereunder in respect of the Mortgage Loans sold to Sequoia and that the
enforcement or exercise of any right or remedy against RWT hereunder by the
Trustee or to the extent permitted under the Pooling and Servicing Agreement
shall have the same force and effect as if enforced and exercised by Sequoia
directly.

     

    (c)           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

     

    (d)           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

     

     

    
      
         

      

      
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    (e)           Headings.  The
headings of the several parts of this Agreement are inserted for convenience of
reference and are not intended to be a part of or affect the meaning or
interpretation of this Agreement.

     

    (f)           Definitions.  Capitalized
terms not otherwise defined herein have the meanings ascribed to such terms in
the Pooling and Servicing Agreement.

     

    (g)           Nonpetition
Covenant.  Until one year plus one day shall have elapsed since
the termination of the Pooling and Servicing Agreement in accordance with its
terms, neither RWT nor any assignee of RWT shall petition or otherwise invoke
the process of any court or government authority for the purpose of commencing
or sustaining a case against Sequoia under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of Sequoia or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of Sequoia.

     

     

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of page intentionally left blank]

     

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, each party has caused this Mortgage Loan Purchase and Sale
Agreement to be executed by its duly authorized officer or officers as of the
day and year first above written.

     

    
      	 
      	RWT
      HOLDINGS, INC.
	 
      	 	 
      
	 
      	 	 
      
	 
      	By:	
               
      

            
	 
      	Name:	  
	 
      	Title:	  
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	SEQUOIA
      RESIDENTIAL FUNDING, INC.
	 
      	 	 
      
	 
      	 	 
      
	 
      	

              By:

            	  
	 
      	Name:	  
	 
      	Title:	
               

            


    

     

     

     

    
      
         

      

      
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    SCHEDULE
A-1

    


    REPRESENTATIONS
AND WARRANTIES

    OF
RWT HOLDINGS, INC.


    
      
         

      

      
         


        
          

        

      

      
         

      

    


    SCHEDULE
A-2

    


    REPRESENTATIONS
AND WARRANTIES

    ASSIGNED
BY RWT FROM DESIGNATED ORIGINATORS