Unassociated Document


    Exhibit
      10.3

    Execution
      Version


     

     

    
 

    SEQUOIA
      MORTGAGE TRUST 2007-3

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

     

    MORTGAGE
      LOAN PURCHASE AND SALE AGREEMENT

     

    Between

     

    RWT
      HOLDINGS, INC.

     

    and

     

    SEQUOIA
      RESIDENTIAL FUNDING, INC.

     

    dated
      as
      of July 1, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 July
      1, 2007, 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 July 1, 2007 (the “Pooling and Servicing
      Agreement”) by and among Sequoia, as depositor, HSBC Bank USA, National
      Association, as trustee (the “Trustee”), and Wells Fargo Bank, N. A., 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.

     

    
      
        
        

      

      
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    (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 2.04 of the
      Pooling and Servicing Agreement in respect of a breach of any of the
      representations and warranties set forth 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 August 15, 2007.

     

    (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.

    


    [remainder
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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:  	/s/ John
              H.
              Isbrandtsen
	 	
              
                

              

              Name: John H. Isbrandtsen

              Title: Vice
                President

            


    

     

    
      	 	 	 
	 	
              SEQUOIA
                RESIDENTIAL FUNDING, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ John
              H.
              Isbrandtsen
	 	
              
                

              

              Name: John H. Isbrandtsen

              Title: Vice
                President

            


    

     

    
      
        
        

      

      
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    SCHEDULE
      A

    


    
      	
              I.

            	
              With
                respect to Mortgage Loans purchased under the Mortgage Loan Flow
                Purchase,
                Sale and Servicing Agreement, dated as of February 1, 2002, between
                Redwood Trust and GreenPoint Mortgage Funding, Inc. (the "Seller")
                (the
                "GreenPoint Agreement")

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to Pledged Mortgages (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the GreenPoint
      Agreement.

    


    (i) The
      information set forth in the Mortgage Loan Schedule is true, complete and
      correct in all material respects as of the Cut-Off Date and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

    


    (ii) The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage Note, free
      and clear of all adverse claims, liens and encumbrances having priority over
      the
      first lien of the Mortgage subject only to (1) the lien of non-delinquent
      current real property taxes and assessments not yet due and payable, (2)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of public record as of the date of recording which are acceptable to
      mortgage lending institutions generally and, with respect to any Mortgage Loan
      for which an appraisal was made prior to the Cut-Off Date, either (A) which
      are
      referred to or otherwise considered in the appraisal made for the originator
      of
      the Mortgage Loan, or (B) which do not adversely affect the appraised value
      of
      the Mortgaged Property as set forth in such appraisal, and (C) other matters
      to
      which like properties are commonly subject which do not materially interfere
      with the benefits of the security intended to be provided by the Mortgage or
      the
      use, enjoyment, value or marketability of the related Mortgaged Property. Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with the Mortgage Loan establishes and creates a valid,
      subsisting and enforceable first lien and first priority security interest
      on
      the property described therein;

    


    (iii) The
      Mortgage Loan has not been delinquent thirty (30) days or more at any time
      during the twelve (12) month period prior to the Cut-off Date for such Mortgage
      Loan. To RWT Holdings' knowledge, there are no defaults under the terms of
      the
      Mortgage Loan; and the Seller has not advanced funds, or induced, solicited
      or
      knowingly received any advance of funds from a party other than the owner of
      the
      Mortgaged Property subject to the Mortgage, directly or indirectly, for the
      payment of any amount required by the Mortgage Loan; 

    


    (iv) To
      RWT
      Holdings' knowledge, there are no delinquent taxes which are due and payable,
      ground rents, assessments or other outstanding charges affecting the related
      Mortgaged Property;

    


    (v) The
      terms
      of the Mortgage Note of the related Mortgagor and the Mortgage have not been
      impaired, waived, altered or modified in any respect, except by written
      instruments which have been recorded to the extent any such recordation is
      required by applicable law or is necessary to protect the interests of the
      Purchaser, and which have been approved by the title insurer and the primary
      mortgage insurer, as applicable, and copies of which written instruments are
      included in the Mortgage File. No other instrument of waiver, alteration or
      modification has been executed, and no Mortgagor has been released, in whole
      or
      in part, from the terms thereof except in connection with an assumption
      agreement, which assumption agreement is part of the Mortgage File and the
      terms
      of which are reflected on the Mortgage Loan Schedule;

    


    (vi) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage Note or Mortgage
      unenforceable, in whole or in part, or subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, and, to RWT
      Holdings' knowledge, no such right of rescission, set-off, counterclaim or
      defense has been asserted with respect thereto;

     

    
      
        
        

      

      
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    (vii) All
      buildings upon the Mortgaged Property are insured by a generally acceptable
      insurer pursuant to standard hazard policies conforming to the requirements
      of
      Fannie Mae and Freddie Mac. All such standard hazard policies are in effect
      and
      on the date of origination contained a standard mortgagee clause naming the
      Seller and its successors in interest as loss payee and such clause is still
      in
      effect and, to RWT Holdings' knowledge, all premiums due thereon have been
      paid.
      If the Mortgaged Property is located in an area identified by the Federal
      Emergency Management Agency as having special flood hazards under the Flood
      Disaster Protection Act of 1973, as amended, such Mortgaged Property is covered
      by flood insurance by a generally acceptable insurer in an amount not less
      than
      the requirements of Fannie Mae and Freddie Mac. The Mortgage obligates the
      Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost
      and
      expense, and on the Mortgagor's failure to do so, authorizes the holder of
      the
      Mortgage to maintain such insurance at the Mortgagor's cost and expense and
      to
      seek reimbursement therefor from the Mortgagor;

    


    (viii) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity or disclosure laws applicable to
      the
      Mortgage Loan have been complied with in all material respects;

    


    (ix) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such satisfaction, release, cancellation, subordination or
      rescission;

    


    (x) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency and
      other laws of general application affecting the rights of creditors, and the
      Seller has taken all action necessary to transfer such rights of enforceability
      to the Purchaser. All parties to the Mortgage Note and the Mortgage had the
      legal capacity to enter into the Mortgage Loan and to execute and deliver the
      Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been
      duly and properly executed by such parties. The proceeds of the Mortgage Note
      have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with;

    


    (xi) Immediately
      prior to the transfer and assignment to the Purchaser, the Mortgage Note and
      the
      Mortgage were not subject to an assignment or pledge, and the Seller had good
      and marketable title to and was the sole owner thereof and had full right to
      transfer and sell the Mortgage Loan to the Purchaser free and clear of any
      encumbrance, equity, lien, pledge, charge, claim or security
      interest;

    


    (xii) The
      Mortgage Loan is covered by an ALTA lender's title insurance policy or other
      generally acceptable form of policy of insurance, with all necessary
      endorsements, issued by a title insurer qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring (subject to
      the
      exceptions contained in clause (b) (1), (2) and (3) above) the Seller, its
      successors and assigns, as to the first priority lien of the Mortgage in the
      original principal amount of the Mortgage Loan. Such title insurance policy
      affirmatively insures ingress and egress and against encroachments by or upon
      the Mortgaged Property or any interest therein. The Seller is the sole insured
      of such lender's title insurance policy, such title insurance policy has been
      duly and validly endorsed to the Purchaser or the assignment to the Purchaser
      of
      the Seller's interest therein does not require the consent of or notification
      to
      the insurer and such lender's title insurance policy is in full force and effect
      and will be in full force and effect upon the consummation of the transactions
      contemplated by the GreenPoint Agreement. To RWT Holdings' knowledge, no claims
      have been made under such lender's title insurance policy, and no prior holder
      of the related Mortgage has done, by act or omission, anything which would
      impair the coverage of such lender's title insurance policy;

     

    
      
        
        

      

      
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    (xiii) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and, to RWT Holdings' knowledge, no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event
      permitting acceleration; and neither the Seller nor any prior mortgagee has
      waived any default, breach, violation or event permitting
      acceleration;

    


    (xiv) To
      the
      best of RWT Holdings' knowledge, there are no mechanics, or similar liens or
      claims which have been filed for work, labor or material affecting the related
      Mortgaged Property which are or may be liens prior to or equal to the lien
      of
      the related Mortgage;

    


    (xv) To
      RWT
      Holdings' knowledge, all improvements subject to the Mortgage lie wholly within
      the boundaries and building restriction lines of the Mortgaged Property (and
      wholly within the project with respect to a condominium unit) and no
      improvements on adjoining properties encroach upon the Mortgaged Property except
      those which are insured against by the title insurance policy referred to in
      clause (xii) above and all improvements on the property comply with all
      applicable zoning and subdivision laws and ordinances;

    


    (xvi) The
      Mortgage Loan was originated by the Seller or by an eligible correspondent
      of
      the Seller. The Mortgage Loan complies in all material respects with all the
      terms, conditions and requirements of the Seller's underwriting standards
      attached to the GreenPoint Agreement as Exhibit G. The Mortgage Notes and
      Mortgages are on forms acceptable to Fannie Mae or Freddie Mac;

    


    (xvii) The
      Mortgage Loan contains the usual and enforceable provisions of the originator
      at
      the time of origination for the acceleration of the payment of the unpaid
      principal amount if the related Mortgaged Property is sold without the prior
      consent of the mortgagee thereunder. The Mortgage Loan has an original term
      to
      maturity of not more than 30 years, with interest payable in arrears on the
      first day of each month. Except as otherwise set forth on the Mortgage Loan
      Schedule, the Mortgage Loan does not contain terms or provisions which would
      result in negative amortization nor contain “graduated payment”
features;

    


    (xviii) The
      Mortgaged Property at origination of the Mortgage Loan was and, to RWT Holdings'
      knowledge, currently is free of damage and waste and at origination of the
      Mortgage Loan there was, and, to RWT Holdings' knowledge, there currently is,
      no
      proceeding pending for the total or partial condemnation thereof;

    


    (xix) The
      related Mortgage contains enforceable provisions such as to render the rights
      and remedies of the holder thereof adequate for the realization against the
      Mortgaged Property of the benefits of the security provided thereby, including,
      (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale,
      and (2) otherwise by judicial foreclosure; 

    


    (xx) If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified if required
      under applicable law to act as such, has been properly designated and currently
      so serves and is named in the Mortgage, and no fees or expenses are or will
      become payable by the Purchaser to the trustee under the deed of trust, except
      in connection with a trustees sale or attempted sale after default by the
      Mortgagor;

    


    (xxi) If
      required by the applicable processing style, the Mortgage File contains an
      appraisal of the related Mortgaged Property made and signed prior to the final
      approval of the mortgage loan application by a qualified appraiser satisfying
      the requirements of Title XI of The Financial Institutions Reform, and
      Enforcement Act of 1989, as amended, and the regulations promulgated thereunder,
      that is acceptable to Fannie Mae or Freddie Mac and approved by the Seller.
      The
      appraisal, if applicable, is in a form generally acceptable to Fannie Mae or
      Freddie Mac;

    


    (xxii) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in substantial compliance with any
      and
      all applicable licensing requirements of the laws of the state wherein the
      Mortgaged Property is located, and (B) (1) organized under the laws of such
      state, or (2) qualified to do business in such state, or (3) federal savings
      and
      loan associations, national banks, a Federal Home Loan Bank or the Federal
      Reserve Bank, or (4) not doing business in such state;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (xxiii) To
      the
      best of RWT Holdings' knowledge, there does not exist any circumstances or
      conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor
      or the Mortgagor's credit standing that could reasonably be expected to cause
      private institutional investors to regard the Mortgage Loan as an unacceptable
      investment, to cause the Mortgage Loan to become delinquent, or to materially
      adversely affect the value or marketability of the Mortgage Loan;

    


    (xxiv) Each
      of
      the Mortgaged Properties consists of a single parcel of real property with
      a
      detached single-family residence erected thereon, or a two- to four-family
      dwelling, or a townhouse, or an individual condominium unit in a condominium
      project or an individual unit in a planned unit development. Any condominium
      unit or planned unit development either conforms with applicable Fannie Mae
      or
      Freddie Mac requirements regarding such dwellings or is covered by a waiver
      confirming that such condominium unit or planned unit development is acceptable
      to Fannie Mae or Freddie Mac or is otherwise “warrantable” with respect thereto.
      No such residence is a mobile home or manufactured dwelling;

    


    (xxv) The
      ratio
      of the original outstanding principal amount of the Mortgage Loan to the lesser
      of the appraised value (or stated value if an appraisal was not a requirement
      of
      the applicable processing style) of the Mortgaged Property at origination or
      the
      purchase price of the Mortgaged Property securing each Mortgage Loan (the
“Loan-to-Value Ratio”) is not in excess of 95.00%. The original Loan-to-Value
      Ratio of each Mortgage Loan either was not more than 95.00% or the excess over
      80.00% is insured as to payment defaults by a Primary Mortgage Insurance Policy
      issued by a primary mortgage insurer acceptable to Fannie Mae or Freddie
      Mac;

    


    (xxvi) The
      Seller is either, and each Mortgage Loan was originated by, a savings and loan
      association, savings bank, commercial bank, credit union, insurance company
      or
      similar institution which is supervised and examined by a federal or State
      authority, or by a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to Section 203 and 211 of the National Housing
      Act;

    


    (xxvii) The
      origination, collection and servicing practices with respect to each Mortgage
      Note and Mortgage have been legal in all material respects. With respect to
      escrow deposits and payments that the Seller collects, all such payments are
      in
      the possession of, or under the control of, the Seller, and there exist no
      deficiencies in connection therewith for which customary arrangements for
      repayment thereof have not been made. No escrow deposits or other charges or
      payments due under the Mortgage Note have been capitalized under any Mortgage
      or
      the related Mortgage Note; 

    


    (xxviii)
      No fraud or misrepresentation of a material fact with respect to the origination
      of a Mortgage Loan has taken place on the part of the Seller;

    


    (xxix)
      No
      Mortgage Loan contains a provision whereby the related Mortgagor can convert
      the
      related Mortgage Loan to a fixed rate instrument;

    


    (xxx)
      No
      Mortgage Loan is subject to the provisions of the Homeownership and Equity
      Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is “high cost” as defined
      by any applicable federal, state or local predatory or abusive lending law,
      and
      no mortgage loan is a “high cost” or “covered” mortgage loan, as applicable (as
      such terms are defined in the then current Standard and Poor’s LEVELS Glossary
      which is now Version 6.0, Appendix E);

     

    (xxxi)None
      of the proceeds of any Mortgage Loan were used to finance the purchase of single
      premium credit insurance policies;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (xxxii) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (xxxiii)
      Each Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC;

    


    (xxxiv) There
      were no adverse selection procedures used in selecting the Mortgage Loan from
      among the residential mortgage loans which were available for inclusion in
      the
      Mortgage Loans; and

     

    (xxxv) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state and federal laws, including, but not limited to, all
      applicable predatory or abusive lending laws.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              II.

            	
              With
                respect to Mortgage Loans purchased under the Mortgage Loan Flow
                Purchase,
                Sale and Servicing Agreement, dated as of August 1, 2002, between
                RWT
                Holdings and GreenPoint Mortgage Funding, Inc. (the "Seller") (the
                "GreenPoint-RWT
                Agreement")

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the GreenPoint-RWT
      Agreement.

    


    (i) The
      information set forth in the Mortgage Loan Schedule is true, complete and
      correct in all material respects as of the Cut-Off Date;

     

    (ii) The
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

    


    (iii) The
      Mortgage creates a first lien on or a first priority ownership interest in
      real
      property securing the related Mortgage Note, free and clear of all adverse
      claims, liens and encumbrances having priority over the first lien of the
      Mortgage subject only to (1) the lien of non-delinquent current real property
      taxes and assessments not yet due and payable, (2) covenants, conditions and
      restrictions, rights of way, easements and other matters of public record as
      of
      the date of recording which are acceptable to mortgage lending institutions
      generally and, with respect to any Mortgage Loan for which an appraisal was
      made
      prior to the Cut-Off Date, either (A) which are referred to or otherwise
      considered in the appraisal made for the originator of the Mortgage Loan, or
      (B)
      which do not adversely affect the appraised value of the Mortgaged Property
      as
      set forth in such appraisal, and (C) other matters to which like properties
      are
      commonly subject which do not materially interfere with the benefits of the
      security intended to be provided by the Mortgage or the use, enjoyment, value
      or
      marketability of the related Mortgaged Property. If the Mortgaged Property
      includes a leasehold estate, the lease is valid, in full force and affect,
      and
      conforms to the Fannie Mae requirements for leasehold estates. Any security
      agreement, chattel mortgage or equivalent document related to and delivered
      in
      connection with the Mortgage Loan establishes and creates a valid, subsisting
      and enforceable first lien and first priority security interest on the property
      described therein;

    


    (iv) The
      Mortgage Loan has not been delinquent thirty (30) days or more at any time
      during the twelve (12) month period prior to the Cut-off Date for such Mortgage
      Loan. To RWT Holdings' knowledge, there are no defaults under the terms of
      the
      Mortgage Loan; and the Seller has not advanced funds, or induced, solicited
      or
      knowingly received any advance of funds from a party other than the owner of
      the
      Mortgaged Property subject to the Mortgage, directly or indirectly, for the
      payment of any amount required by the Mortgage Loan; 

    


    (v) To
      RWT
      Holdings' knowledge, there are no delinquent taxes which are due and payable,
      ground rents, assessments or other outstanding charges affecting the related
      Mortgaged Property;

    


    (vi) The
      terms
      of the Mortgage Note of the related Mortgagor and the Mortgage have not been
      impaired, waived, altered or modified in any respect, except by written
      instruments which have been recorded to the extent any such recordation is
      required by applicable law or is necessary to protect the interests of the
      Purchaser, and which have been approved by the title insurer and the primary
      mortgage insurer, as applicable, and copies of which written instruments are
      included in the Mortgage File. No other instrument of waiver, alteration or
      modification has been executed, and no Mortgagor has been released, in whole
      or
      in part, from the terms thereof except in connection with an assumption
      agreement, which assumption agreement is part of the Mortgage File and the
      terms
      of which are reflected on the Mortgage Loan Schedule;

    


    (vii) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage Note or Mortgage
      unenforceable, in whole or in part, or subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, and, to RWT
      Holdings' knowledge, no such right of rescission, set-off, counterclaim or
      defense has been asserted with respect thereto;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (viii) All
      buildings upon the Mortgaged Property are insured by a generally acceptable
      insurer pursuant to standard hazard policies conforming to the requirements
      of
      Fannie Mae and Freddie Mac. All such standard hazard policies are in effect
      and
      on the date of origination contained a standard mortgagee clause naming the
      Seller and its successors in interest as loss payee and such clause is still
      in
      effect and, to RWT Holdings' knowledge, all premiums due thereon have been
      paid.
      If the Mortgaged Property is located in an area identified by the Federal
      Emergency Management Agency as having special flood hazards under the Flood
      Disaster Protection Act of 1973, as amended, such Mortgaged Property is covered
      by flood insurance by a generally acceptable insurer in an amount not less
      than
      the requirements of Fannie Mae and Freddie Mac. The Mortgage obligates the
      Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost
      and
      expense, and on the Mortgagor's failure to do so, authorizes the holder of
      the
      Mortgage to maintain such insurance at the Mortgagor's cost and expense and
      to
      seek reimbursement therefor from the Mortgagor;

    


    (ix) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity or disclosure laws applicable to
      the
      Mortgage Loan have been complied with in all material respects;

    


    (x) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such satisfaction, release, cancellation, subordination or
      rescission;

    


    (xi) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency and
      other laws of general application affecting the rights of creditors, and the
      Seller has taken all action necessary to transfer such rights of enforceability
      to the Purchaser. All parties to the Mortgage Note and the Mortgage had the
      legal capacity to enter into the Mortgage Loan and to execute and deliver the
      Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been
      duly and properly executed by such parties. The proceeds of the Mortgage Note
      have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with;

    


    (xii) Immediately
      prior to the transfer and assignment to the Purchaser, the Mortgage Note and
      the
      Mortgage were not subject to an assignment or pledge, and the Seller had good
      and marketable title to and was the sole owner thereof and had full right to
      transfer and sell the Mortgage Loan to the Purchaser free and clear of any
      encumbrance, equity, lien, pledge, charge, claim or security
      interest;

    


    (xiii) The
      Mortgage Loan is covered by an ALTA lender's title insurance policy or other
      generally acceptable form of policy of insurance, with all necessary
      endorsements, issued by a title insurer qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring (subject to
      the
      exceptions contained in clause (b) (1), (2) and (3) above) the Seller, its
      successors and assigns, as to the first priority lien of the Mortgage in the
      original principal amount of the Mortgage Loan. Such title insurance policy
      affirmatively insures ingress and egress and against encroachments by or upon
      the Mortgaged Property or any interest therein. The Seller is the sole insured
      of such lender's title insurance policy, such title insurance policy has been
      duly and validly endorsed to the Purchaser or the assignment to the Purchaser
      of
      the Seller's interest therein does not require the consent of or notification
      to
      the insurer and such lender's title insurance policy is in full force and effect
      and will be in full force and effect upon the consummation of the transactions
      contemplated by the GreenPoint-RWT Agreement. To RWT Holdings' knowledge, no
      claims have been made under such lender's title insurance policy, and no prior
      holder of the related Mortgage has done, by act or omission, anything which
      would impair the coverage of such lender's title insurance policy;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (xiv) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and, to RWT Holdings' knowledge, no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event
      permitting acceleration; and neither the Seller nor any prior mortgagee has
      waived any default, breach, violation or event permitting
      acceleration;

    


    (xv) To
      the
      best of RWT Holdings' knowledge, there are no mechanics, or similar liens or
      claims which have been filed for work, labor or material affecting the related
      Mortgaged Property which are or may be liens prior to or equal to the lien
      of
      the related Mortgage;

    


    (xvi) To
      RWT
      Holdings' knowledge, all improvements subject to the Mortgage lie wholly within
      the boundaries and building restriction lines of the Mortgaged Property (and
      wholly within the project with respect to a condominium unit) and no
      improvements on adjoining properties encroach upon the Mortgaged Property except
      those which are insured against by the title insurance policy referred to in
      clause (xiii) above and all improvements on the property comply with all
      applicable zoning and subdivision laws and ordinances;

    


    (xvii) The
      Mortgage Loan was originated by the Seller or by an eligible correspondent
      of
      the Seller. The Mortgage Loan complies in all material respects with all the
      terms, conditions and requirements of the Seller's underwriting standards
      attached to the GreenPoint-RWT Agreement as Exhibit G. The Mortgage Notes and
      Mortgages are on forms acceptable to Fannie Mae or Freddie Mac;

    


    (xviii) The
      Mortgage Loan contains the usual and enforceable provisions of the originator
      at
      the time of origination for the acceleration of the payment of the unpaid
      principal amount if the related Mortgaged Property is sold without the prior
      consent of the mortgagee thereunder. The Mortgage Loan has an original term
      to
      maturity of not more than 30 years, with interest payable in arrears on the
      first day of each month. Except as otherwise set forth on the Mortgage Loan
      Schedule, the Mortgage Loan does not contain terms or provisions which would
      result in negative amortization nor contain “graduated payment”
features;

    


    (xix) The
      Mortgaged Property at origination of the Mortgage Loan was and, to RWT Holdings'
      knowledge, currently is free of damage and waste and at origination of the
      Mortgage Loan there was, and, to RWT Holdings' knowledge, there currently is,
      no
      proceeding pending for the total or partial condemnation thereof;

    


    (xx) The
      related Mortgage contains enforceable provisions such as to render the rights
      and remedies of the holder thereof adequate for the realization against the
      Mortgaged Property of the benefits of the security provided thereby, including,
      (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale,
      and (2) otherwise by judicial foreclosure; 

    


    (xxi) If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified if required
      under applicable law to act as such, has been properly designated and currently
      so serves and is named in the Mortgage, and no fees or expenses are or will
      become payable by the Purchaser to the trustee under the deed of trust, except
      in connection with a trustees sale or attempted sale after default by the
      Mortgagor;

    


    (xxii) If
      required by the applicable processing style, the Mortgage File contains an
      appraisal of the related Mortgaged Property made and signed prior to the final
      approval of the mortgage loan application by a qualified appraiser satisfying
      the requirements of Title XI of The Financial Institutions Reform, and
      Enforcement Act of 1989, as amended, and the regulations promulgated thereunder,
      that is acceptable to Fannie Mae or Freddie Mac and approved by the Seller.
      The
      appraisal, if applicable, is in a form generally acceptable to Fannie Mae or
      Freddie Mac;

    


    (xxiii) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in substantial compliance with any
      and
      all applicable licensing requirements of the laws of the state wherein the
      Mortgaged Property is located, and (B) (1) organized under the laws of such
      state, or (2) qualified to do business in such state, or (3) federal savings
      and
      loan associations, national banks, a Federal Home Loan Bank or the Federal
      Reserve Bank, or (4) not doing business in such state;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    (xxiv) To
      the
      best of RWT Holdings' knowledge, there does not exist any circumstances or
      conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor
      or the Mortgagor's credit standing that could reasonably be expected to cause
      private institutional investors to regard the Mortgage Loan as an unacceptable
      investment, to cause the Mortgage Loan to become delinquent, or to materially
      adversely affect the value or marketability of the Mortgage Loan;

    


    (xxv) Each
      of
      the Mortgaged Properties consists of a single parcel of real property with
      a
      detached single-family residence erected thereon, or a two- to four-family
      dwelling, or a townhouse, or an individual condominium unit in a condominium
      project or an individual unit in a planned unit development. Any condominium
      unit or planned unit development either conforms with applicable Fannie Mae
      or
      Freddie Mac requirements regarding such dwellings or is covered by a waiver
      confirming that such condominium unit or planned unit development is acceptable
      to Fannie Mae or Freddie Mac or is otherwise “warrantable” with respect thereto.
      No such residence is a mobile home or manufactured dwelling;

    


    (xxvi) The
      ratio
      of the original outstanding principal amount of the Mortgage Loan to the lesser
      of the appraised value (or stated value if an appraisal was not a requirement
      of
      the applicable processing style) of the Mortgaged Property at origination or
      the
      purchase price of the Mortgaged Property securing each Mortgage Loan (the
“Loan-to-Value Ratio”) is not in excess of 95.00%. The original Loan-to-Value
      Ratio of each Mortgage Loan either was not more than 95.00% or the excess over
      80.00% is insured as to payment defaults by a Primary Mortgage Insurance Policy
      issued by a primary mortgage insurer acceptable to Fannie Mae or Freddie
      Mac;

    


    (xxvii) The
      Seller is either, and each Mortgage Loan was originated by, a savings and loan
      association, savings bank, commercial bank, credit union, insurance company
      or
      similar institution which is supervised and examined by a federal or State
      authority, or by a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to Section 203 and 211 of the National Housing
      Act;

    


    (xxviii) The
      origination, collection and servicing practices with respect to each Mortgage
      Note and Mortgage have been legal in all material respects. With respect to
      escrow deposits and payments that the Seller collects, all such payments are
      in
      the possession of, or under the control of, the Seller, and there exist no
      deficiencies in connection therewith for which customary arrangements for
      repayment thereof have not been made. No escrow deposits or other charges or
      payments due under the Mortgage Note have been capitalized under any Mortgage
      or
      the related Mortgage Note; 

    


    (xxvi) No
      fraud
      or misrepresentation of a material fact with respect to the origination of
      a
      Mortgage Loan has taken place on the part of the Seller; 

     

    (xxvii) No
      Mortgage Loan contains a provision whereby the related Mortgagor can convert
      the
      related Mortgage Loan to a fixed rate instrument; 

    


    (xxxi) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act; 

    


    (xxxii) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    (xxxiii) No
      Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
      1994
      and none of the mortgage loans are High Cost as defined by the applicable
      predatory and abusive lending laws and no mortgage loan is a “high cost” or
“covered” mortgage loan, as applicable (as such terms are defined in the then
      current Standard and Poor’s LEVELS Glossary which is now Version 6.0, Appendix
      E);

    


    (xxxiv)
      No Mortgage Loan which is secured by property located in the State of New Jersey
      is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act,
      which became effective November 27, 2003;

    


    (xxxv)
      No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

    


    (xxxvi)
      No Mortgage Loan which is secured by property located in the State of Kentucky
      is a “High-Cost Home Loan” as defined in the Kentucky House Bill 287, which
      became effective June 24, 2003;

    


    (xxxvii)
      None of the proceeds of any Mortgage Loan were used to finance the purchase
      of
      single premium credit insurance policies;

    


    (xxxviii)
      No Mortgage Loan contains prepayment penalties that extend beyond five years
      after the date of origination;

    


    (xxxix) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (xl) There
      were no adverse selection procedures used in selecting the Mortgage Loan from
      among the residential mortgage loans which were available for inclusion in
      the
      Mortgage Loans.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              III.

            	
              Mortgage
                Loans Purchased under the Mortgage Loan Flow Purchase , Sale and
                Servicing
                Agreement
                dated as of January 1, 2006 between
                RWT Holdings, Inc. (“RWT Holdings”) and GreenPoint Mortgage Funding, Inc.
                (the “Seller/Servicer”) (the “GreenPoint-RWT
                Agreement”).

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the GreenPoint-RWT
      Agreement.

    


    (i)
      The
      information set forth in the Mortgage Loan Schedule is true, complete
      and

    correct
      in all material respects as of the Cut-Off Date and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

    


    (ii)
      The
      Mortgage creates a first lien on or a first priority ownership interest in
      real
      property securing the related Mortgage Note, free and clear of all adverse
      claims, liens and encumbrances having priority over the first lien of the
      Mortgage subject only to (1) the lien of nondelinquent current real property
      taxes and assessments not yet due and payable, (2) covenants, conditions and
      restrictions, rights of way, easements and other matters of public record as
      of
      the date of recording which are acceptable to mortgage lending institutions
      generally and, with respect to any Mortgage Loan for which an appraisal was
      made
      prior to the Cut-Off Date, either (A) which are referred to or otherwise
      considered in the appraisal made for the originator of the Mortgage Loan, or
      (B)
      which do not adversely affect the appraised value of the Mortgaged Property
      as
      set forth in such appraisal, and (C) other matters to which like properties
      are
      commonly subject which do not materially interfere with the benefits of the
      security intended to be provided by the Mortgage or the use, enjoyment, value
      or
      marketability of the related Mortgaged Property. If the Mortgaged Property
      includes a leasehold estate, the lease is valid, in full force and affect,
      and
      conforms to the Fannie Mae requirements for leasehold estates. Any security
      agreement, chattel mortgage or equivalent document related to and delivered
      in
      connection with the Mortgage Loan establishes and creates a valid, subsisting
      and enforceable first lien and first priority security interest on the property
      described therein;

    


    (iii)
      The
      Mortgage Loan has not been delinquent thirty (30) days or more at any time
      during the twelve (12) month period prior to the Cut-off Date for such Mortgage
      Loan. There are no defaults under the terms of the Mortgage Loan; and the Seller
      has not advanced funds, or induced, solicited or knowingly received any advance
      of funds from a party other than the owner of the Mortgaged Property subject
      to
      the Mortgage, directly or indirectly, for the payment of any amount required
      by
      the Mortgage Loan;

    


    (iv)
      There are no delinquent taxes which are due and payable, ground rents,
      assessments or other outstanding charges affecting the related Mortgaged
      Property;

     

    (v)
      The
      terms of the Mortgage Note of the related Mortgagor and the Mortgage have
not
      been
      impaired, waived, altered or modified in any respect, except by written
      instruments which have been recorded to the extent any such recordation is
      required by applicable law or is necessary to protect the interests of the
      Purchaser, and which have been approved by the title insurer and the primary
      mortgage insurer, as applicable, and copies of which written instruments are
      included in the Mortgage File. No other instrument of waiver, alteration or
      modification has been executed, and no Mortgagor has been released, in whole
      or
      in part, from the terms thereof except in connection with an assumption
      agreement, which assumption agreement is part of the Mortgage File and the
      terms
      of which are reflected on the Mortgage Loan Schedule;

    


    (vi)
      The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      setoff, counterclaim or defense, including the defense of usury, nor will the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage Note or Mortgage
      unenforceable, in whole or in part, or subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, and no such
      right of rescission, set-off, counterclaim or defense has been asserted with
      respect thereto;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    (vii)
      All
      buildings upon the Mortgaged Property are insured by a generally acceptable
      insurer pursuant to standard hazard policies conforming to the requirements
      of
      Fannie Mae and Freddie Mac. All such standard hazard policies are in effect
      and
      on the date of origination contained a standard mortgagee clause naming the
      Seller and its successors in interest as loss payee and such clause is still
      in
      effect and all premiums due thereon have been paid. If the Mortgaged Property
      is
      located in an area identified by the Federal Emergency Management Agency as
      having special flood hazards under the Flood Disaster Protection Act of 1973,
      as
      amended, such Mortgaged Property is covered by flood insurance by a generally
      acceptable insurer in an amount not less than the requirements of Fannie Mae
      and
      Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain all
      such insurance at the Mortgagor's cost and expense, and on

    the
      Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
      such insurance at the Mortgagor's cost and expense and to seek reimbursement
      therefor from the Mortgagor;

    


    (viii)
      Any and all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity or disclosure laws applicable to
      the
      Mortgage Loan have been complied with in all material respects;

    


    (ix)
      The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such satisfaction, release, cancellation, subordination or
      rescission;

    


    (x)
      The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency and
      other laws of general application affecting the rights of creditors, and the
      Seller has taken all action necessary to transfer such rights of enforceability
      to the Purchaser. All parties to the Mortgage Note and the Mortgage had the
      legal capacity to enter into the Mortgage Loan and to execute and deliver the
      Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been
      duly and properly executed by such parties. The proceeds of the Mortgage Note
      have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      offsite improvements and as to disbursements of any escrow funds therefor have
      been complied with;

    


    (xi)
      Immediately prior to the transfer and assignment to the Purchaser, the Mortgage
      Note and the Mortgage were not subject to an assignment or pledge, and the
      Seller had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest;

    


    (xii)
      The
      Mortgage Loan is covered by an ALTA lender's title insurance policy or other
      generally acceptable form of policy of insurance, with all necessary
      endorsements, issued by a title insurer qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring (subject to
      the
      exceptions contained in clause (b) (1), (2) and (3) above) the Seller, its
      successors and assigns, as to the first priority lien of the Mortgage in the
      original principal amount of the Mortgage Loan. Such title insurance policy
      affirmatively insures ingress and egress and against encroachments by or upon
      the Mortgaged Property or any interest therein. The Seller is the sole insured
      of such lender's title insurance policy, such title insurance policy has been
      duly and validly endorsed to the Purchaser or the assignment to the Purchaser
      of
      the Seller's interest therein does not require the consent of or notification
      to
      the insurer and such lender's title insurance policy is in full force and effect
      and will be in full force and effect upon the consummation of the transactions
      contemplated by the
      GreenPoint-RWT
      Agreement. No claims have been made under such lender's title insurance policy,
      and no prior holder of the related Mortgage has done, by act or omission,
      anything which would impair the coverage of such lender's title insurance
      policy;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    (xiii)
      There is no default, breach, violation or event of acceleration existing under
      the Mortgage or the related Mortgage Note and, to the Seller’s knowledge, no
      event which, with the passage of time or with notice and the expiration of
      any
      grace or cure period, would constitute a default, breach, violation or event
      permitting acceleration; and neither the Seller nor any prior mortgagee has
      waived any default, breach, violation or event permitting
      acceleration;

    


    (xiv)
      To
      the best of the Seller’s knowledge, there are no mechanics, or similar liens or
      claims which have been filed for work, labor or material affecting the related
      Mortgaged Property which are or may be liens prior to or equal to the lien
      of
      the related Mortgage;

    


    (xv)
      All
      improvements subject to the Mortgage lie wholly within the boundaries and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (xii) above and
      all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

    


    (xvi)
      The
      Mortgage Loan was originated by the Seller or by an eligible correspondent
      of
      the Seller. The Mortgage Loan complies in all material respects with all the
      terms, conditions and requirements of the Seller's underwriting standards
      attached here as Exhibit G. The Mortgage Notes and Mortgages are on forms
      acceptable to Fannie Mae or Freddie Mac;

    


    (xvii)
      The Mortgage Loan contains the usual and enforceable provisions of the
      originator at the time of origination for the acceleration of the payment of
      the
      unpaid principal amount if the related Mortgaged Property is sold without the
      prior consent of the mortgagee thereunder. The Mortgage Loan has an original
      term to maturity of not more than 40 years, with interest payable in arrears
      on
      the first day of each month. Except as otherwise set forth on the Mortgage
      Loan
      Schedule, the Mortgage Loan does not contain terms or provisions which would
      result in negative amortization nor contain “graduated payment”
features;

    


    (xviii)
      The Mortgaged Property at origination of the Mortgage Loan was and, to the
      Seller’s knowledge, currently is free of damage and waste and at origination of
      the Mortgage Loan there was, and, to the Seller’s knowledge, there currently is,
      no proceeding pending for the total or partial condemnation
      thereof;

    


    (xix)
      The
      related Mortgage contains enforceable provisions such as to render the rights
      and remedies of the holder thereof adequate for the realization against the
      Mortgaged Property of the benefits of the security provided thereby, including,
      (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale,
      and (2) otherwise by judicial foreclosure;

    


    (xx)
      If
      the Mortgage constitutes a deed of trust, a trustee, duly qualified if required
      under applicable law to act as such, has been properly designated and currently
      so serves and is named in the Mortgage, and no fees or expenses are or will
      become payable by the Purchaser to the trustee under the deed of trust, except
      in connection with a trustees sale or attempted sale after default by the
      Mortgagor;

    


    (xxi)
      If
      required by the applicable processing style, the Mortgage File contains an
      appraisal
      of the related Mortgaged Property made and signed prior to the final approval
      of
      the mortgage loan application by a qualified appraiser satisfying the
      requirements of Title XI of The Financial Institutions Reform, and Enforcement
      Act of 1989, as amended, and the regulations promulgated thereunder, that is
      acceptable to Fannie Mae or Freddie Mac and approved by the Seller. The
      appraisal, if applicable, is in a form generally acceptable to Fannie Mae or
      Freddie Mac;

    


    (xxii)
      All parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in substantial compliance with any
      and
      all applicable licensing requirements of the laws of the state wherein the
      Mortgaged Property is located, and (B) (1) organized under the laws of such
      state, or (2) qualified to do business in such state, or (3) federal savings
      and
      loan associations, national banks, a Federal Home Loan Bank or the Federal
      Reserve Bank, or (4) not doing business in such state;

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    (xxiii)
      To the best of the Seller’s knowledge, there does not exist any circumstances or
      conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor
      or the Mortgagor's credit standing that could reasonably be expected to cause
      private institutional investors to regard the Mortgage Loan as an unacceptable
      investment, to cause the Mortgage Loan to become delinquent, or to materially
      adversely affect the value or marketability of the Mortgage Loan;

    


    (xxiv)
      Each of the Mortgaged Properties consists of a single parcel of real property
      with a detached single-family residence erected thereon, or a two- to
      four-family dwelling, or a townhouse, or an individual condominium unit in
      a
      condominium project or an individual unit in a planned unit development. Any
      condominium unit or planned unit development either conforms with applicable
      Fannie Mae or Freddie Mac requirements regarding such dwellings or is covered
      by
      a waiver confirming that such condominium unit or planned unit development
      is
      acceptable to Fannie Mae or Freddie Mac or is otherwise “warrantable” with
      respect thereto. No such residence is a mobile home or manufactured
      dwelling;

    


    (xxv)
      The
      ratio of the original outstanding principal amount of the Mortgage Loan to
      the
      lesser of the appraised value (or stated value if an appraisal was not a
      requirement of the applicable processing style) of the Mortgaged Property at
      origination or the purchase price of the Mortgaged Property securing each
      Mortgage Loan (the “Loan-to-Value Ratio”) is not in excess of 95.00%. The
      original Loan-to-Value Ratio of each Mortgage Loan either was not more than
      95.00% or the excess over 80.00% is insured as to payment defaults by a Primary
      Mortgage Insurance Policy issued by a primary mortgage insurer acceptable to
      Fannie Mae or Freddie Mac;

    


    (xxvi)
      The Seller is either, and each Mortgage Loan was originated by, a savings and
      loan association, savings bank, commercial bank, credit union, insurance company
      or similar institution which is supervised and examined by a federal or State
      authority, or by a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to Section 203 and 211 of the National Housing
      Act;

    


    (xxvii)
      The origination, collection and servicing practices with respect to each
      Mortgage Note and Mortgage have been legal in all material respects. With
      respect to escrow deposits and payments that the Seller collects, all such
      payments are in the possession of, or under the control of, the Seller, and
      there exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been made. No escrow deposits or
      other charges or payments due under the Mortgage Note have been capitalized
      under any Mortgage or the related Mortgage Note;

    


    (xxviii)
      No fraud or misrepresentation of a material fact with respect to the origination
      of a Mortgage Loan has taken place on the part of the Seller;

    


    (xxix)
      No
      Mortgage Loan contains a provision whereby the related Mortgagor can convert
      the
      related Mortgage Loan to a fixed rate instrument;

    


    (xxx)
      No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act, which became effective October
      1,
      2002; 

    


    (xxxi) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    (xxxii) None
      of
      the mortgage loans are High Cost as defined by the applicable local, state
      and
      federal predatory and abusive lending laws and no mortgage loan is a “high cost”
or “covered” mortgage loan, as applicable (as such terms are defined in the then
      current Standard and Poor’s LEVELS Glossary which is now Version 6.0, Appendix
      E);

    


    (xxxiii)
      No Mortgage Loan which is secured by property located in the State of New Jersey
      is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act,
      which became effective November 27, 2003;

    


    (xxxiv)
      No Mortgage Loan which is secured by property located in the State of New Mexico
      is a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection
      Act, which became effective January 1, 2004;

    


    (xxxv)
      No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003; 

    


    (xxxvi) No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (xxxvii) No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.); 

    


    (xxxviii) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005;

    


    (xxxix) None
      of
      the proceeds of any Mortgage Loan were used to finance the purchase of single
      premium credit insurance policies;

    


    (xl) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (xli) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (xlii) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	IV.	
              With
                respect to Mortgage Loans purchased under the Seller’s Purchase,
                Warranties
                and Interim Servicing Agreement, dated as of January 1, 2004, between
                GreenPoint Mortgage Funding, Inc. (“GreenPoint") and GMAC Mortgage
                Corporation (“GMAC”) and assigned to RWT by GMAC under the Assignment,
                Assumption and Recognition Agreement(s), dated as of the dates of
                the
                Purchase Price and Terms Letter(s), among GMAC, GreenPoint and RWT
                (together, the "GMAC-RWT
                Agreement")

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the GMAC-RWT
      Agreement.

    


    (a) The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete, true
      and correct in all material respects and the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;


     

    (b) The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note;


     

    (c) All
      payments due on or prior to the related Closing Date for such Mortgage Loan
      have
      been made as of the related Closing Date, the Mortgage Loan is not delinquent
      in
      payment more than 30 days and has not been dishonored; there are no material
      defaults under the terms of the Mortgage Loan; RWT Holdings has not advanced
      funds, or induced, solicited or knowingly received any advance of funds from
      a
      party other than the owner of the Mortgaged Property subject to the Mortgage,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Loan; no payment with respect to each Mortgage Loan has been delinquent during
      the preceding twelve-month period;


     

    (d) All
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;


     

    (e) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments which have been recorded
      to the extent any such recordation is required by law. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, from the terms thereof except in connection
      with
      an assumption agreement and which assumption agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule;
      the substance of any such waiver, alteration or modification has been approved
      by the issuer of any related Primary Mortgage Insurance Policy and title
      insurance policy, to the extent required by the related
      policies;


     

    (f) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and the Mortgagor was not a debtor in any state
      or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
      was
      originated;

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (g) All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer acceptable under the Fannie Mae Guides, against loss
      by fire, hazards of extended coverage and such other hazards as are provided
      for
      in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing
      coverage not less than the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loans, and (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan, and (b) an amount such
      that
      the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
      mortgagee from becoming a co-insurer. All such standard hazard policies are
      in
      full force and effect and on the date of origination contained a standard
      mortgagee clause naming RWT Holdings and its successors in interest and assigns
      as loss payee and such clause is still in effect and all premiums due thereon
      have been paid. If required by the Flood Disaster Protection Act of 1973, as
      amended, the Mortgage Loan is covered by a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      which policy conforms to Fannie Mae and Freddie Mac requirements, in an amount
      not less than the amount required by the Flood Disaster Protection Act of 1973,
      as amended. Such policy was issued by an insurer acceptable under Fannie Mae
      or
      Freddie Mac guidelines. The Mortgage obligates the Mortgagor thereunder to
      maintain all such insurance at the Mortgagor’s cost and expense, and upon the
      Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
      such insurance at the Mortgagor’s cost and expense and to seek reimbursement
      therefor from the Mortgagor;


     

    (h) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, or disclosure laws
      applicable to the Mortgage Loan have been complied with in all material
      respects;


     

    (i) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. RWT
      Holdings has not waived the performance by the Mortgagor of any action, if
      the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has RWT Holdings waived any default resulting from any action
      or
      inaction by the Mortgagor;


     

    (j) The
      related Mortgage is a valid, subsisting, enforceable and perfected first lien
      on
      the Mortgaged Property including all buildings on the Mortgaged Property and
      all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note’s original principal balance. The Mortgage and the Mortgage Note
      do not contain any evidence of any security interest or other interest or right
      thereto. Such lien is free and clear of all adverse claims, liens and
      encumbrances having priority over the first lien of the Mortgage subject only
      to
      (1) the lien of non-delinquent current real property taxes and assessments
      not
      yet due and payable, (2) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of the public record as of the date of recording
      which are acceptable to mortgage lending institutions generally and either
      (A)
      which are referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan, or (B) which do not adversely affect the
      appraised value of the Mortgaged Property as set forth in such appraisal, and
      (3) other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates (1) a valid, subsisting, enforceable and perfected
      first
      lien and first priority security interest and on the property described therein,
      and RWT Holdings has the full right to sell and assign the same to the
      Purchaser;

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (k) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application affecting
      the
      rights of creditors and by general equitable principles and RWT Holdings has
      taken all action necessary to transfer such rights of enforceability to the
      Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
      capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
      Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and
      properly executed by such parties. No fraud, error, omission, misrepresentation,
      negligence or similar occurrence with respect to a Mortgage Loan has taken
      place
      on the part of GreenPoint or the Mortgagor, or, on the part of any other party
      involved in the origination of the Mortgage Loan. The proceeds of the Mortgage
      Loan have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage were paid or are in the
      process of being paid, and the Mortgagor is not entitled to any refund of any
      amounts paid or due under the Mortgage Note or Mortgage;


     

    (l) RWT
      Holdings is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
      or its designee will be the owner of record of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
      Purchaser, GreenPoint will retain the Servicing File in trust for the Purchaser
      only for the purpose of interim servicing and supervising the interim servicing
      of the Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage
      Note and the Mortgage, were not subject to an assignment or pledge, and RWT
      Holdings had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to the GMAC-RWT Agreement and following the sale of
      the
      Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of
      any
      encumbrance, equity, participation interest, lien, pledge, charge, claim or
      security interest. RWT Holdings intends to relinquish all rights to possess,
      control and monitor the Mortgage Loan, except for the purposes of servicing
      the
      Mortgage Loan as set forth in the GMAC-RWT Agreement.
      Either
      the Mortgagor is a natural person or the Mortgagor is an inter-vivos trust
      acceptable to Fannie Mae;

     

    (m) Each
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
      and qualified to do business in the jurisdiction where the Mortgaged Property
      is
      located, insuring (subject to the exceptions contained in (j)(1), (2) and (3)
      above) RWT Holdings, its successors and assigns, as to the first priority lien
      of the Mortgage in the original principal amount of the Mortgage Loan.
      Additionally, such policy affirmatively insures ingress and egress to and from
      the Mortgaged Property. Where required by applicable state law or regulation,
      the Mortgagor has been given the opportunity to choose the carrier of the
      required mortgage title insurance. RWT Holdings, its successors and assigns,
      are
      the sole insureds of such lender’s title insurance policy, such title insurance
      policy has been duly and validly endorsed to the Purchaser or the assignment
      to
      the Purchaser of RWT Holdings’ interest therein does not require the consent of
      or notification to the insurer and such lender’s title insurance policy is in
      full force and effect and will be in full force and effect upon the consummation
      of the transactions contemplated by the GMAC-RWT Agreement and the related
      Purchase Price and Terms Letter. No claims have been made under such lender’s
      title insurance policy, and neither RWT Holdings nor any prior holder of the
      related Mortgage, has done, by act or omission, anything which would impair
      the
      coverage of such lender’s title insurance policy;

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (n) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration; and
      neither RWT Holdings nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;


     

    (o) As
      of the
      related Closing Date, there are no mechanics’ or similar liens or claims which
      have been filed for work, labor or material (and no rights are outstanding
      that
      under law could give rise to such liens) affecting the related Mortgaged
      Property which are or may be liens prior to or equal to the lien of the related
      Mortgage;


     

    (p) All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;


     

    (q) The
      Mortgage Loan was originated by or for GreenPoint. The Mortgage Loan complies
      with all the terms, conditions and requirements of the GreenPoint’s Underwriting
      Standards in effect at the time of origination of such Mortgage Loan. The
      Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally
      acceptable to Fannie Mae or Freddie Mac. GreenPoint is currently selling loans
      to Fannie Mae and/or Freddie Mac which are the same document forms as the
      Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage Loan bears
      interest at the Mortgage Interest Rate set forth in the related Mortgage Loan
      Schedule, and Monthly Payments under the Mortgage Note are due and payable
      on
      the first day of each month. The Mortgage contains the usual and enforceable
      provisions of the originator at the time of origination for the acceleration
      of
      the payment of the unpaid principal amount of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the mortgagee
      thereunder;


     

    (r) As
      of the
      related Closing Date, the Mortgaged Property is not subject to any material
      damage by waste, fire, earthquake, windstorm, flood or other casualty. At
      origination of the Mortgage Loan there was, and there currently is, no
      proceeding pending for the total or partial condemnation of the Mortgaged
      Property. There have not been any condemnation proceedings with respect to
      the
      Mortgaged Property and there are no such proceedings scheduled to commence
      at a
      future date;

     

    (s) The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided thereby.
      There is no homestead or other exemption available to the Mortgagor which would
      interfere with the right to sell the Mortgaged Property at a trustee’s sale or
      the right to foreclose the Mortgage;

     

    (t) If
      the
      Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
      if required under applicable law to act as such, has been properly designated
      and currently so serves and is named in the Mortgage, and no fees or expenses
      are or will become payable by the Purchaser to the trustee under the deed of
      trust, except in connection with a trustee’s sale or attempted sale after
      default by the Mortgagor;

     

    
      
        
        

      

      
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    (u) The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title
      XI of FIRREA and the regulations promulgated thereunder, all as in effect on
      the
      date the Mortgage Loan was originated. The appraisal is in a form acceptable
      to
      Fannie Mae or Freddie Mac;


     

    (v) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;

     

    (w) As
      of the
      related Closing Date, the related Mortgage Note is not and has not been secured
      by any collateral except the lien of the corresponding Mortgage and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (j) above and such collateral does not serve as security for any other
      obligation;

     

    (x) The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of such mortgage loans;

     

    (y) The
      Mortgage Loan does not contain “graduated payment” features and does not have a
      shared appreciation or other contingent interest feature; no Mortgage Loan
      contains any buydown provisions;

     

    (z) As
      of the
      related Closing Date, the Mortgagor is not in bankruptcy and the Mortgagor
      is
      not insolvent and RWT Holdings has no knowledge of any circumstances or
      condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor
      or
      the Mortgagor’s credit standing that could reasonably be expected to cause
      investors to regard the Mortgage Loan as an unacceptable investment, cause
      the
      Mortgage Loan to become delinquent, or materially adversely affect the value
      or
      marketability of the Mortgage Loan;

     

    (aa) The
      Mortgage Loans have an original term to maturity of not more than 30 years,
      with
      interest payable in arrears on the first day of each month. Each Mortgage Note
      requires a monthly payment which is sufficient to fully amortize the original
      principal balance over the original term thereof and to pay interest at the
      related Mortgage Interest Rate. No Mortgage Loan contains terms or provisions
      which would result in negative amortization; 

     

    (bb) If
      a
      Mortgage Loan has an LTV greater than 80%, the Mortgage Loan will have mortgage
      insurance in accordance with the terms of the Fannie Mae Guides and will be
      insured as to payment defaults by a Primary Mortgage Insurance Policy issued
      by
      a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy
      have been and are being complied with, such policy is in full force and effect,
      and all premiums due thereunder have been paid. No action, inaction, or event
      has occurred and no state of facts exists that has, or will result in the
      exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject
      to
      a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
      maintain the Primary Mortgage Insurance Policy and to pay all premiums and
      charges in connection therewith. The mortgage interest rate for the Mortgage
      Loan as set forth on the related Mortgage Loan Schedule is net of any such
      insurance premium. No Mortgage Loan is subject to a lender-paid mortgage
      insurance policy; 

     

    
      
        
        

      

      
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    (cc) As
      to any
      Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
      is
      in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

     

    (dd) The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a single parcel of real property with a detached
      single family residence erected thereon, or a townhouse, or a two-to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development or a de minimis planned unit
      development, provided, however, that no residence or dwelling is a single parcel
      of real property with a cooperative housing corporation erected thereon, or
      a
      mobile home. As of the date of origination, no portion of the Mortgaged Property
      was used for commercial purposes, and since the date or origination no portion
      of the Mortgaged Property has been used for commercial purposes;

     

    (ee) Principal
      payments on the Mortgage Loan commenced no more than sixty (60) days after
      the
      funds were disbursed in connection with the Mortgage Loan. The Mortgage Note
      is
      payable on the first day of each month in equal monthly installments of
      principal and interest, with interest calculated and payable in arrears,
      sufficient to amortize the Mortgage Loan fully by the stated maturity date,
      over
      an original term of not more than thirty years from commencement of
      amortization;

     

    (ff) The
      Mortgage Loans may be subject to a Prepayment Penalty as identified on the
      Mortgage Loan Schedule; however, no Mortgage Loan contains prepayment penalties
      that extend beyond five years after the date of origination;

     

    (gg) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities;

     

    (hh) If
      the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de minimis planned unit development), or stock in a cooperative housing
      corporation, such condominium, cooperative or planned unit development project
      meets the eligibility requirements of Fannie Mae and Freddie Mac;

     

    (ii) There
      is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgaged Property; and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property;

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (jj) The
      Mortgagor has not notified RWT Holdings requesting relief under the
      Servicemembers’ Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, and RWT Holdings has no knowledge of any relief
      requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief
      Act;

     

    (kk) As
      of the
      related Closing Date, no Mortgage Loan was in construction or rehabilitation
      status or has facilitated the trade-in or exchange of a Mortgaged
      Property;

     

    (ll) No
      action
      has been taken or failed to be taken by RWT Holdings on or prior to the Closing
      Date which has resulted or will result in an exclusion from, denial of, or
      defense to coverage under any insurance policy related to a Mortgage Loan
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of RWT Holdings, or
      for
      any other reason under such coverage;


     

    (mm) The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;


     

    (nn) No
      Mortgaged Property is subject to a ground lease;


     

    (oo) With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly assessed to the Mortgagor and no claims will
      arise as to broker fees that are double charged and for which the Mortgagor
      would be entitled to reimbursement;


     

    (pp) With
      respect to any Mortgage Loan as to which an affidavit has been delivered to
      the
      Purchaser certifying that the original Mortgage Note has been lost or destroyed
      and not been replaced, if such Mortgage Loan is subsequently in default, the
      enforcement of such Mortgage Loan will not be materially adversely affected
      by
      the absence of the original Mortgage Note;


     

    (qq) Each
      Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
      of
      the Code and Treasury Regulations Section 1.860G-2(a)(1);
 

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (rr) Except
      as
      provided in Section 2.07, the Mortgage Note, the Mortgage, the Assignment of
      Mortgage and the other Mortgage Loan Documents set forth in Exhibit A-1 and
      required to be delivered on the related Closing Date have been delivered to
      the
      Purchaser or its designee all in compliance with the specific requirements
      of
      the GMAC-RWT Agreement. With respect to each Mortgage Loan, RWT Holdings is
      in
      possession of a complete Mortgage File and Servicing File except for such
      documents as have been delivered to the Purchaser or its
      designee;


     

    (ss) All
      information supplied by, on behalf of, or concerning the Mortgagor is true,
      accurate and complete and does not contain any statement that is or will be
      inaccurate or misleading in any material respect;

     

    (tt) There
      does not exist on the related Mortgage Property any hazardous substances,
      hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
      Environmental Response Compensation and Liability Act, the Resource Conservation
      and Recovery Act of 1976, or other federal, state or local environmental
      legislation; 


     

    (uu) All
      disclosure materials required by applicable law with respect to the making
      of
      fixed rate and adjustable rate mortgage loans have been received by the
      borrower;


     

    (vv) No
      Mortgage Loan had a Loan-to-Value Ratio at the time of origination of more
      than
      95%;


     

    (ww) None
      of
      the Mortgage Loans are subject to the Home Ownership and Equity Protection
      Act
      of 1994 or any comparable state law and no mortgage loans is a “high cost” or
“covered” mortgage loan, as applicable (as such terms are defined in the then
      current Standard and Poor’s LEVELS Glossary which is now Version 6.0, Appendix
      E);

     

    (xx) None
      of
      the proceeds of the Mortgage Loan were used to finance single-premium credit
      insurance policies;


     

    (yy) Any
      principal advances made to the Mortgagor prior to the Closing Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to Fannie Mae and
      Freddie Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan;


     

    (zz) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting of
      twelve 30-day months;


     

    (aaa) No
      Mortgage Loan is a balloon loan;

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (bbb) With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded;

     

    (ccc) With
      respect to each MERS Mortgage Loan, RWT Holdings has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;


     

    (ddd) None
      of
      the Mortgaged
      Properties are manufactured housing; 


     

    (eee) With
      respect to each Mortgage Loan, GreenPoint has fully and accurately furnished
      complete information on the related borrower credit files to Equifax, Experian
      and Trans Union Credit Information Company, in accordance with the Fair Credit
      Reporting Act and its implementing regulations; 


     

    (fff) GreenPoint
      has complied with all applicable anti-money laundering laws and regulations,
      including without limitation the USA Patriot Act of 2001 (collectively, the
      “Anti-Money Laundering Laws”); GreenPoint has established an anti-money
      laundering compliance program as required by the Anti-Money Laundering Laws,
      has
      conducted the requisite due diligence in connection with the origination of
      each
      Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with
      respect to the legitimacy of the applicable Mortgagor and the origin of the
      assets used by the said Mortgagor to purchase the property in question, and
      maintains, and will maintain, sufficient information to identify the applicable
      Mortgagor for purposes of the Anti-Money Laundering Laws;


     

    (ggg) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (hhh) No
      Mortgage Loan is “high cost” as defined by any applicable federal, state, or
      local predatory or abusive lending law. Any breach of this representation shall
      be deemed to materially and adversely affect the value of the Mortgage Loan
      and
      shall require a repurchase of the affected Mortgage Loan;

     

    (iii) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act. Any breach of this representation
      shall be deemed to materially and adversely affect the value of the Mortgage
      Loan and shall require a repurchase of the affected Mortgage Loan;

     

    (jjj) No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003; 

     

    (kkk) No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

     

    (lll) No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (mmm)
      No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (nnn)
      No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.); and

    


    (ooo) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    
      	
              V.

            	
              Mortgage
                Loans Purchased under the Master Mortgage Loan Purchase Agreement
                dated as
                of August 1, 2001 between Redwood Trust, Inc. (“Redwood Trust”) and Morgan
                Stanley Credit Corporation (formerly Morgan Stanley Dean Witter Credit
                Corporation) (the “Seller/Servicer”) (the “Morgan
                Agreement”).

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to Pledged Mortgages (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Morgan
      Agreement.

     

    (i) The
      information set forth in the Mortgage Loan Schedule is true and correct in
      all
      material respects;

     

    (ii) As
      of the
      Closing Date, the Mortgage Loan is not delinquent more than 29 days, the
      Mortgage Loan has never been delinquent for more than 59 days and the Mortgage
      Loan has not been dishonored. To RWT Holdings' knowledge, there are no material
      defaults under the terms of the Mortgage Loan. The Seller/Servicer has not
      advanced funds, or induced or, solicited any advance of funds from a party
      other
      than the owner of the Mortgaged Property subject to the Mortgage, directly
      or
      indirectly, for the payment of any amount required by the Mortgage
      Loan;

     

    (iii) With
      respect to those Mortgage Loans which are required to deposit funds into an
      escrow account for payment of taxes, assessments, insurance premiums and similar
      items as they become due, all escrow deposits have been collected, are under
      the
      control of the Seller/Servicer, and have been applied by the Seller/Servicer
      to
      the payment of such items in a timely fashion, in accordance with such Mortgage.
      There exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been met. With respect to those
      Mortgage Loans for which escrow deposits are not required, to RWT Holdings'
      knowledge, there are no delinquent taxes or other outstanding charges affecting
      the related Mortgaged Property which constitute a lien on the related Mortgaged
      Property;

     

    (iv) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments contained in the Trustee
      Mortgage File, approved, if necessary, by the insurer under any Primary Mortgage
      Insurance Policy and recorded in all places necessary to maintain the first
      priority of the lien, the substance of which waiver, alteration or modification
      is reflected on the Mortgage Loan Schedule. No Mortgagor has been released,
      in
      whole or in part, except by operation of law or in connection with an assumption
      agreement which assumption agreement is part of the Trustee Mortgage File and
      the terms of which are reflected in the Mortgage Loan Schedule;

     

    (v) Neither
      the Mortgage Note nor the Mortgage is subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and, to RWT Holdings' knowledge, no
      such
      right of recission, set-off, counterclaim or defense has been asserted by any
      Person with respect thereto;

     

    (vi) All
      buildings upon the Mortgaged Property are required to be insured by a generally
      acceptable insurer against loss by fire, hazards of extended coverage and such
      other hazards as are customarily included in extended coverage in the area
      where
      the Mortgaged Property is located, pursuant to standard property insurance
      policies in compliance with the Seller/Servicer’s policies as from time to time
      in effect. On the date of origination, all such property policies were in
      effect, and contained a standard mortgage clause naming the Seller/Servicer
      or
      the originator of the Mortgage Loan and their respective successors in interest
      as mortgagee; to the knowledge of RWT Holdings, such policy and clause or a
      replacement is in effect and, to RWT Holdings' knowledge, all premiums due
      thereon have been paid. If the Mortgaged Property is located in an area
      identified by the Federal Emergency Management Agency as having special flood
      hazards under the National Flood Insurance Act of 1994, as amended, such
      Mortgaged Property is covered by flood insurance in the amount required under
      the National Flood Insurance Act of 1994. The Mortgage obligates the Mortgagor
      to maintain such insurance and authorizes the holder of the Mortgage to maintain
      such insurance at Mortgagor’s cost and expense should the Mortgagor fail to do
      so and to seek reimbursement therefor from the Mortgagor;

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (vii) At
      the
      time of origination of such Mortgage Loan and thereafter, all requirements
      of
      any federal or state law, including usury, truth-in-lending, real estate
      settlement procedures, consumer credit protection, equal credit opportunity
      or
      disclosure laws required to be complied with by the Seller/Servicer as the
      originator of the Mortgage Loan and applicable to the Mortgage Loan have been
      complied with in all material respects;

     

    (viii) The
      Mortgage has not been satisfied as of the Closing Date, canceled or
      subordinated, in whole, or rescinded, and the Mortgaged Property has not been
      released from the lien of the Mortgage, in whole or in part (except for a
      release that does not materially impair the security of the Mortgage Loan or
      a
      release the effect of which is reflected in the Loan-to-Value Ratio for the
      Mortgage Loan as set forth in the Mortgage Loan Schedule);

     

    (ix) Ownership
      of the Mortgaged Property is held in fee simple or leasehold estate. With
      respect to Mortgage Loans that are secured by a leasehold estate: (i) the lease
      is valid, in full force and effect, and conforms to all of Fannie Mae’s
      requirements for leasehold estates; (ii) all rents and other payments due under
      the lease have been paid; (iii) the lessee is not in default under any provision
      of the lease; (iv) the term of the lease exceeds the maturity date of the
      related Mortgage Loan by at least five (5) years; and (v) the terms of the
      lease
      provide a Mortgagee with an opportunity to cure any defaults. Except as
      permitted by the fourth sentence of this paragraph (ix), the Mortgage is a
      valid, subsisting and enforceable first lien on the Mortgaged Property securing
      the Mortgage Note’s original principal balance. Such lien is free and clear of
      all adverse claims, liens and encumbrances having priority over the first lien
      of the Mortgage, subject only to (1) the lien of non-delinquent current real
      property taxes and assessments not yet due and payable, (2) liens, covenants,
      conditions and restrictions, rights of way, easements and other matters
      reflected in the public record as of the date of recording which are acceptable
      to mortgage lending institutions generally, or which are referred to
      (specifically or generally) in the lender’s title insurance policy delivered to
      the originator of the Mortgage Loan and either (A) which are referred to or
      otherwise considered in such title insurance policy or the appraisal made for
      the originator of the Mortgage Loan, or (B) which do not in the aggregate
      adversely affect the appraised value of the Mortgaged Property as set forth
      in
      such appraisal, and (3) other matters to which like properties are commonly
      subject which do not in the aggregate materially interfere with the benefits
      of
      the security intended to be provided by the Mortgage or the use, enjoyment,
      value or marketability of the related Mortgaged Property. With respect to each
      Cooperative Loan, the security instruments create a valid, enforceable and
      subsisting first priority security interest in the Cooperative Apartment
      securing the related Mortgage Note subject only to (a) the lien of the related
      cooperative for unpaid assessments representing the Mortgagor’s pro rata share
      of payments for a blanket mortgage, if any, current and future real property
      taxes, insurance premiums, maintenance fees and other assessments, and (b)
      other
      matters to which the collateral is commonly subject which do not materially
      interfere with the benefits of the security intended to be provided; provided,
      however, that the related proprietary lease for the Cooperative Apartment may
      be
      subordinated or otherwise subject to the lien of a Mortgage on the cooperative
      building;

     

    (x) The
      Mortgage Note and the related Mortgage are genuine and are in proper form to
      constitute a legal, valid and binding obligation of the maker thereof in all
      material respects, enforceable in accordance with its terms, subject to
      bankruptcy, insolvency and other laws of general application affecting the
      rights of creditors, and general principles of equity (regardless of whether
      such enforceability is considered in a proceeding in equity or at law), and
      assuming that the maker thereof had the legal capacity to enter into the
      Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage.
      The
      Mortgage Note and the Mortgage have been duly and properly executed by such
      parties. An obligor of the debt evidenced by the Mortgage Note is a natural
      person. The proceeds of the Mortgage Loan have been fully disbursed and there
      is
      no requirement for future advances thereunder, and any and all requirements
      in
      the Mortgage as to completion of any on-site or off-site improvements and as
      to
      disbursements of any escrow funds therefor have been complied with;

     

    (xi) RWT
      Holdings has good title to, and the full right to transfer and sell, the
      Mortgage Loan and the Mortgage Note free and clear of any encumbrance, equity,
      lien, pledge, charge, claim or security interest including, to the knowledge
      of
      RWT Holdings, any lien, claim or other interest arising by operation of
      law;

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (xii) The
      Mortgage Loan is covered by either an ALTA lender’s title insurance policy or
      other generally acceptable form of policy or insurance acceptable to Fannie
      Mae
      or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac and qualified to do business in the jurisdiction where the Mortgaged
      Property is located, insuring (subject to the exceptions contained in paragraph
      (ix) (1), (2) and (3) above) to the Seller/Servicer, its successors and assigns,
      the first priority lien of the Mortgage in the original principal amount of
      the
      Mortgage Loan. The Seller/Servicer is the sole insured of such lender’s title
      insurance policy, such title insurance policy has been duly and validly endorsed
      to the Trustee (as defined in the Pooling and Servicing Agreement) or the
      assignment to such Trustee of the Seller/Servicer’s interest does not require
      the consent of or notification to the insurer and such lender’s title insurance
      policy is in full force and effect and will be in full force and effect upon
      the
      consummation of the transactions contemplated by the Morgan Agreement. To RWT
      Holdings' knowledge, no claims have been made under such lender’s title
      insurance policy, and no prior holder of the related Mortgage has done, by
      act
      or omission, anything which would impair the coverage of such lender’s title
      insurance policy;

     

    (xiii) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and, to RWT Holdings' knowledge, no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event
      permitting acceleration, except for any Mortgage Loan Payment which is not
      late
      by more than 30 days, and the Seller/Servicer has not waived any default,
      breach, violation or event permitting acceleration;

     

    (xiv) To
      RWT
      Holdings' knowledge, all material improvements subject to the Mortgage, lie
      wholly within the boundaries and building restrictions lines of the Mortgaged
      Property (and wholly within the project with respect to a condominium unit)
      and
      no improvements on adjoining properties materially encroach upon the Mortgaged
      Property, except those which are insured against by the title insurance policy
      referred to in paragraph (xii) above and all improvements on the property comply
      with all applicable zoning and subdivision laws and ordinances;

     

    (xv) The
      Mortgage Loan (unless designated as originated by others on any Mortgage Loan
      Schedule) was originated by the Seller/Servicer (or the corporate predecessor
      of
      the Seller/Servicer), and at the time of each such origination of such Mortgage
      Loan the Seller/Servicer was (unless designated as “originated prior to HUD
      approval” on any Mortgage Loan Schedule) a mortgagee approved by the Secretary
      of Housing and Urban Development (the “Secretary”) pursuant to Sections 203 and
      211 of the National Housing Act. Each such Mortgage Loan was underwritten in
      accordance with the Underwriting Guide as in effect at the time of origination,
      except to the extent the Seller/Servicer believed as such time that a variance
      from such Underwriting Guide was warranted by compensating factors. The Mortgage
      contains the usual and customary provision of the Seller/Servicer, if any,
      in
      the applicable jurisdiction at the time of origination for the acceleration
      of
      the payment of the unpaid principal balance of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the Mortgagee
      thereunder;

     

    (xvi) The
      Mortgaged Property at origination or acquisition was and, to RWT Holdings'
      knowledge, is free of material damage and waste and at origination there was,
      and to RWT Holdings' knowledge there is, no proceeding pending for the total
      or
      partial condemnation thereof;

     

    (xvii) The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided
      thereby;

     

    (xviii) If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified if required
      under applicable law to act as such, has been properly designated and currently
      so serves as named in the Mortgage, and no fees or expenses are or will become
      payable to the trustee under the deed of trust, except in connection with a
      trustee’s sale or attempted sale after default by the Mortgagor;

     

    (xix) With
      respect to the Mortgage Loan, there is an appraisal on a Fannie Mae-approved
      form (or a narrative residential appraisal) of the related Mortgaged Property
      that conforms to the applicable requirements of the Financial Institutions
      Reform Recovery and Enforcement Act of 1989 and that was signed prior to the
      approval of such Mortgage Loan application by a qualified appraiser, appointed
      by the Seller/Servicer or the originator of such Mortgage Loan, as appropriate,
      who has no interest, direct or indirect, in the Mortgaged Property or in any
      loan made on the security thereof, and whose compensation is not affected by
      the
      approval or disapproval of such Mortgage Loan;

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (xx) The
      Mortgage Loan contains no “subsidized buydown” or graduated payment
      features;

     

    (xxi) The
      Mortgaged Property has a single-family (one to four-unit) dwelling residence
      erected thereon, or is an individual condominium unit in a condominium, or
      a
      Cooperative Apartment or an individual unit in a planned unit development or
      in
      a de
      minimis planned
      unit development as defined by Fannie Mae. No such residence is a mobile home
      or
      a manufactured dwelling which is not permanently attached to the
      land;

     

    (xxii) Except
      as
      set forth on the Mortgage Loan Schedule the Mortgage Loan is not a Converted
      Mortgage Loan. The Mortgage Loan does not provide for negative
      amortization;

     

    (xxiii) The
      Mortgage Loan does not have an original term in excess of thirty (30) years
      and
      one month;

     

    (xxiv) If
      the
      Mortgage Loan is a Cooperative Loan, (a) there is no provision in any
      proprietary lease which requires the Mortgagor to offer for sale the cooperative
      shares owned by such Mortgagor first to the cooperative, (b) there is no
      prohibition in the proprietary lease against pledging the cooperative shares
      or
      assigning the proprietary lease, (c) to RWT Holdings' knowledge, the Cooperative
      Apartment is lawfully occupied under applicable law, and (d) to RWT Holdings'
      knowledge, all inspections, licenses and certificates required to be made or
      issued with respect to all occupied portions of the Cooperative Apartment and
      the related project have been made or obtained from the appropriate
      authorities;

     

    (xxv) There
      has
      been no fraud, material misrepresentation or deceit on the part of any Mortgagor
      or any third party in connection with the Mortgage Loan (including the
      application, processing, appraisal and origination) which would cause a material
      economic loss to the owner of the Mortgage Loan, including, but not limited
      to,
      material misrepresentation of such Mortgagor’s income, funds on deposit or
      employment;

     

    (xxvi) The
      origination, collection and other servicing practices used by the
      Seller/Servicer with respect to the Mortgage Loans are in compliance with all
      material requirements of applicable laws and regulations;

     

    (xxvii) The
      Seller/Servicer shall cause to be maintained for each Mortgage Loan primary
      hazard insurance with extended coverage on the related mortgage property in
      an
      amount equal to the lessor of (i) full replacement value of improvements and
      (ii) the outstanding principal balance;

     

    (xxviii) RWT
      Holdings has no knowledge of any homestead or other exemption available to
      the
      mortgagor which would interfere with the right to sell the mortgage property
      at
      trustee’s sale or the right to foreclose the mortgage;

     

    (xxix) At
      the
      time of origination of such Mortgage Loan, and thereafter, all material
      requirements of any federal, state or local law including usury,
      truth-in-lending, real estate settlement procedures, consumer credit protection,
      equal credit opportunity or disclosure laws required to be complied with by
      the
      Seller/Servicer as the originator of the Mortgage Loan have been complied with
      in all material respects;

     

    (xxx) The
      Additional Collateral Mortgage Loans are insured under the terms and provisions
      of the Surety Bond subject to the limitations set forth therein. The
      Seller/Servicer will deliver to the Surety Bond issuer an “Assignment and Notice
      of Transfer” in the form of Attachment to the Surety Bond, or any other similar
      instrument required to be delivered under the Surety Bond, executed by the
      Seller/Servicer and RWT Holdings, and that all other requirements for
      transferring coverage under the Surety Bond in respect of such Additional
      Collateral Mortgage Loans to the Trustee (as defined in the Pooling and
      Servicing Agreement) shall be complied with;

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    (xxxi)
      No
      Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
      1994
      and no Mortgage Loan is “high cost” as defined by any applicable federal, state
      or local predatory or abusive lending law, and no mortgage loan is a “high cost”
or “covered” mortgage loan, as applicable (as such terms are defined in the then
      current Standard and Poor’s LEVELS Glossary which is now Version 6.0, Appendix
      E);

     

    (xxxii) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state and federal laws, including, but not limited to, all
      applicable predatory or abusive lending laws;

     

    (xxxiii)
      None of the proceeds of any Mortgage Loan were used to finance the purchase
      of
      single premium credit insurance policies;

     

    (xxxiv) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (xxxv) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (xxxvi) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    
      	
              VI.

            	
              Mortgage
                Loans Purchased under the Master Mortgage Loan Purchase Agreement
                dated as
                of August 1, 2002 between RWT Holdings, Inc. (“RWT Holdings”) and Morgan
                Stanley Credit Corporation (formerly
                Morgan Stanley Dean Witter Credit Corporation)
                (the “Seller/Servicer”) (the “Morgan-RWT
                Agreement”).

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Morgan-RWT
      Agreement.

     

    (i) The
      information set forth in the Mortgage Loan Schedule is true and correct in
      all
      material respects;

     

    (ii) The
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (iii) As
      of the
      Closing Date, the Mortgage Loan is not delinquent more than 29 days, the
      Mortgage Loan has never been delinquent for more than 59 days and the Mortgage
      Loan has not been dishonored. There are no material defaults under the terms
      of
      the Mortgage Loan. The Seller/Servicer has not advanced funds, or induced or,
      solicited any advance of funds from a party other than the owner of the
      Mortgaged Property subject to the Mortgage, directly or indirectly, for the
      payment of any amount required by the Mortgage Loan;

     

    (iv) With
      respect to those Mortgage Loans which are required to deposit funds into an
      escrow account for payment of taxes, assessments, insurance premiums and similar
      items as they become due, all escrow deposits have been collected, are under
      the
      control of the Seller/Servicer, and have been applied by the Seller/Servicer
      to
      the payment of such items in a timely fashion, in accordance with such Mortgage.
      There exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been met. With respect to those
      Mortgage Loans for which escrow deposits are not required, there are no
      delinquent taxes or other outstanding charges affecting the related Mortgaged
      Property which constitute a lien on the related Mortgaged Property;

     

    (v) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments contained in the Trustee
      Mortgage File, approved, if necessary, by the insurer under any Primary Mortgage
      Insurance Policy and recorded in all places necessary to maintain the first
      priority of the lien, the substance of which waiver, alteration or modification
      is reflected on the Mortgage Loan Schedule. No Mortgagor has been released,
      in
      whole or in part, except by operation of law or in connection with an assumption
      agreement which assumption agreement is part of the Trustee Mortgage File and
      the terms of which are reflected in the Mortgage Loan Schedule;

     

    (vi) Neither
      the Mortgage Note nor the Mortgage is subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and no such right of rescission,
      set-off, counterclaim or defense has been asserted by any Person with respect
      thereto;

     

    (vii) All
      buildings upon the Mortgaged Property are required to be insured by a generally
      acceptable insurer against loss by fire, hazards of extended coverage and such
      other hazards as are customarily included in extended coverage in the area
      where
      the Mortgaged Property is located, pursuant to standard property insurance
      policies in compliance with the Seller/Servicer’s policies as from time to time
      in effect. On the date of origination, all such property policies were in
      effect, and contained a standard mortgage clause naming the Seller/Servicer
      or
      the originator of the Mortgage Loan and their respective successors in interest
      as mortgagee; such policy and clause or a replacement is in effect and all
      premiums due thereon have been paid. If the Mortgaged Property is located in
      an
      area identified by the Federal Emergency Management Agency as having special
      flood hazards under the National Flood Insurance Act of 1994, as amended, such
      Mortgaged Property is covered by flood insurance in the amount required under
      the National Flood Insurance Act of 1994. The Mortgage obligates the Mortgagor
      to maintain such insurance and authorizes the holder of the Mortgage to maintain
      such insurance at Mortgagor’s cost and expense should the Mortgagor fail to do
      so and to seek reimbursement therefor from the Mortgagor;

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (viii) At
      the
      time of origination of such Mortgage Loan and thereafter, all requirements
      of
      any federal or state law, including usury, truth-in-lending, real estate
      settlement procedures, consumer credit protection, equal credit opportunity
      or
      disclosure laws required to be complied with by the Seller/Servicer as the
      originator of the Mortgage Loan and applicable to the Mortgage Loan have been
      complied with in all material respects;

     

    (ix) The
      Mortgage has not been satisfied as of the Closing Date, canceled or
      subordinated, in whole, or rescinded, and the Mortgaged Property has not been
      released from the lien of the Mortgage, in whole or in part (except for a
      release that does not materially impair the security of the Mortgage Loan or
      a
      release the effect of which is reflected in the Loan-to-Value Ratio for the
      Mortgage Loan as set forth in the Mortgage Loan Schedule);

     

    (x) Ownership
      of the Mortgaged Property is held in fee simple or leasehold estate. With
      respect to Mortgage Loans that are secured by a leasehold estate: (i) the lease
      is valid, in full force and effect, and conforms to all of Fannie Mae’s
      requirements for leasehold estates; (ii) all rents and other payments due under
      the lease have been paid; (iii) the lessee is not in default under any provision
      of the lease; (iv) the term of the lease exceeds the maturity date of the
      related Mortgage Loan by at least five (5) years; and (v) the terms of the
      lease
      provide a Mortgagee with an opportunity to cure any defaults. Except as
      permitted by the fourth sentence of this paragraph (x), the Mortgage is a valid,
      subsisting and enforceable first lien on the Mortgaged Property securing the
      Mortgage Note’s original principal balance. Such lien is free and clear of all
      adverse claims, liens and encumbrances having priority over the first lien
      of
      the Mortgage, subject only to (1) the lien of non-delinquent current real
      property taxes and assessments not yet due and payable, (2) liens, covenants,
      conditions and restrictions, rights of way, easements and other matters
      reflected in the public record as of the date of recording which are acceptable
      to mortgage lending institutions generally, or which are referred to
      (specifically or generally) in the lender’s title insurance policy delivered to
      the originator of the Mortgage Loan and either (A) which are referred to or
      otherwise considered in such title insurance policy or the appraisal made for
      the originator of the Mortgage Loan, or (B) which do not in the aggregate
      adversely affect the appraised value of the Mortgaged Property as set forth
      in
      such appraisal, and (3) other matters to which like properties are commonly
      subject which do not in the aggregate materially interfere with the benefits
      of
      the security intended to be provided by the Mortgage or the use, enjoyment,
      value or marketability of the related Mortgaged Property. With respect to each
      Cooperative Loan, the security instruments create a valid, enforceable and
      subsisting first priority security interest in the Cooperative Apartment
      securing the related Mortgage Note subject only to (a) the lien of the related
      cooperative for unpaid assessments representing the Mortgagor’s pro rata share
      of payments for a blanket mortgage, if any, current and future real property
      taxes, insurance premiums, maintenance fees and other assessments, and (b)
      other
      matters to which the collateral is commonly subject which do not materially
      interfere with the benefits of the security intended to be provided; provided,
      however, that the related proprietary lease for the Cooperative Apartment may
      be
      subordinated or otherwise subject to the lien of a Mortgage on the cooperative
      building;

     

    (xi) The
      Mortgage Note and the related Mortgage are genuine and are in proper form to
      constitute a legal, valid and binding obligation of the maker thereof in all
      material respects, enforceable in accordance with its terms, subject to
      bankruptcy, insolvency and other laws of general application affecting the
      rights of creditors, and general principles of equity (regardless of whether
      such enforceability is considered in a proceeding in equity or at law), and
      assuming that the maker thereof had the legal capacity to enter into the
      Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage.
      The
      Mortgage Note and the Mortgage have been duly and properly executed by such
      parties. An obligor of the debt evidenced by the Mortgage Note is a natural
      person. The proceeds of the Mortgage Loan have been fully disbursed and there
      is
      no requirement for future advances thereunder, and any and all requirements
      in
      the Mortgage as to completion of any on-site or off-site improvements and as
      to
      disbursements of any escrow funds therefor have been complied with;

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (xii) RWT
      Holdings has good title to, and the full right to transfer and sell, the
      Mortgage Loan and the Mortgage Note free and clear of any encumbrance, equity,
      lien, pledge, charge, claim or security interest including, any lien, claim
      or
      other interest arising by operation of law;

    


    (xiii) The
      Mortgage Loan is covered by either an ALTA lender’s title insurance policy or
      other generally acceptable form of policy or insurance acceptable to Fannie
      Mae
      or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac and qualified to do business in the jurisdiction where the Mortgaged
      Property is located, insuring (subject to the exceptions contained in paragraph
      (x) (1), (2) and (3) above) to the Seller/Servicer, its successors and assigns,
      the first priority lien of the Mortgage in the original principal amount of
      the
      Mortgage Loan. The Seller/Servicer is the sole insured of such lender’s title
      insurance policy, such title insurance policy has been duly and validly endorsed
      to the Trustee (as defined in the Pooling and Servicing Agreement) or the
      assignment to such Trustee of the Seller/Servicer’s interest does not require
      the consent of or notification to the insurer and such lender’s title insurance
      policy is in full force and effect and will be in full force and effect upon
      the
      consummation of the transactions contemplated by the Morgan-RWT Agreement.
      No
      claims have been made under such lender’s title insurance policy, and no prior
      holder of the related Mortgage has done, by act or omission, anything which
      would impair the coverage of such lender’s title insurance policy;

     

    (xiv) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration, except
      for any Mortgage Loan Payment which is not late by more than 30 days, and the
      Seller/Servicer has not waived any default, breach, violation or event
      permitting acceleration;

     

    (xv) All
      material improvements subject to the Mortgage, lie wholly within the boundaries
      and building restrictions lines of the Mortgaged Property (and wholly within
      the
      project with respect to a condominium unit) and no improvements on adjoining
      properties materially encroach upon the Mortgaged Property, except those which
      are insured against by the title insurance policy referred to in paragraph
      (xiii) above and all improvements on the property comply with all applicable
      zoning and subdivision laws and ordinances;

     

    (xvi) The
      Mortgage Loan (unless designated as originated by others on any Mortgage Loan
      Schedule) was originated by the Seller/Servicer (or the corporate predecessor
      of
      the Seller/Servicer), and at the time of each such origination of such Mortgage
      Loan the Seller/Servicer was (unless designated as “originated prior to HUD
      approval” on any Mortgage Loan Schedule) a mortgagee approved by the Secretary
      of Housing and Urban Development (the “Secretary”) pursuant to Sections 203 and
      211 of the National Housing Act. Each such Mortgage Loan was underwritten in
      accordance with the Underwriting Guide as in effect at the time of origination,
      except to the extent the Seller/Servicer believed as such time that a variance
      from such Underwriting Guide was warranted by compensating factors. The Mortgage
      contains the usual and customary provision of the Seller/Servicer, if any,
      in
      the applicable jurisdiction at the time of origination for the acceleration
      of
      the payment of the unpaid principal balance of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the Mortgagee
      thereunder;

     

    (xvii) The
      Mortgaged Property at origination or acquisition was and is free of material
      damage and waste and at origination there was, and there is, no proceeding
      pending for the total or partial condemnation thereof;

     

    (xviii) The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided
      thereby;

     

    (xix) If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified if required
      under applicable law to act as such, has been properly designated and currently
      so serves as named in the Mortgage, and no fees or expenses are or will become
      payable to the trustee under the deed of trust, except in connection with a
      trustee’s sale or attempted sale after default by the Mortgagor;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (xx) With
      respect to the Mortgage Loan, there is an appraisal on a Fannie Mae-approved
      form (or a narrative residential appraisal) of the related Mortgaged Property
      that conforms to the applicable requirements of the Financial Institutions
      Reform Recovery and Enforcement Act of 1989 and that was signed prior to the
      approval of such Mortgage Loan application by a qualified appraiser, appointed
      by the Seller/Servicer or the originator of such Mortgage Loan, as appropriate,
      who has no interest, direct or indirect, in the Mortgaged Property or in any
      loan made on the security thereof, and whose compensation is not affected by
      the
      approval or disapproval of such Mortgage Loan;

     

    (xxi) The
      Mortgage Loan contains no “subsidized buydown” or graduated payment
      features;

     

    (xxii) The
      Mortgaged Property has a single-family (one to four-unit) dwelling residence
      erected thereon, or is an individual condominium unit in a condominium, or
      a
      Cooperative Apartment or an individual unit in a planned unit development or
      in
      a de
      minimis planned
      unit development as defined by Fannie Mae. No such residence is a mobile home
      or
      a manufactured dwelling which is not permanently attached to the
      land;

     

    (xxiii) Except
      as
      set forth on the Mortgage Loan Schedule the Mortgage Loan is not a Converted
      Mortgage Loan. The Mortgage Loan does not provide for negative
      amortization;

     

    (xxiv) The
      Mortgage Loan does not have an original term in excess of thirty (30) years
      and
      one month;

     

    (xxv) If
      the
      Mortgage Loan is a Cooperative Loan, (a) there is no provision in any
      proprietary lease which requires the Mortgagor to offer for sale the cooperative
      shares owned by such Mortgagor first to the cooperative, (b) there is no
      prohibition in the proprietary lease against pledging the cooperative shares
      or
      assigning the proprietary lease, (c) the Cooperative Apartment is lawfully
      occupied under applicable law, and (d) all inspections, licenses and
      certificates required to be made or issued with respect to all occupied portions
      of the Cooperative Apartment and the related project have been made or obtained
      from the appropriate authorities;

     

    (xxviii) There
      has
      been no fraud, material misrepresentation or deceit on the part of any Mortgagor
      or any third party in connection with the Mortgage Loan (including the
      application, processing, appraisal and origination) which would cause a material
      economic loss to the owner of the Mortgage Loan, including, but not limited
      to,
      material misrepresentation of such Mortgagor’s income, funds on deposit or
      employment;

     

    (xxix) The
      origination, collection and other servicing practices used by the
      Seller/Servicer with respect to the Mortgage Loans are in compliance with all
      material requirements of applicable laws and regulations;

     

    (xxx) The
      Seller/Servicer shall cause to be maintained for each Mortgage Loan primary
      hazard insurance with extended coverage on the related mortgage property in
      an
      amount equal to the lessor of (i) full replacement value of improvements and
      (ii) the outstanding principal balance;

     

    (xxix) RWT
      Holdings has no knowledge of any homestead or other exemption available to
      the
      mortgagor which would interfere with the right to sell the mortgage property
      at
      trustee’s sale or the right to foreclose the mortgage;

     

    (xxx) At
      the
      time of origination of such Mortgage Loan, and thereafter, all material
      requirements of any federal, state or local law including usury,
      truth-in-lending, real estate settlement procedures, consumer credit protection,
      equal credit opportunity or disclosure laws required to be complied with by
      the
      Seller/Servicer as the originator of the Mortgage Loan have been complied with
      in all material respects;

     

    (xxxi) The
      Additional Collateral Mortgage Loans are insured under the terms and provisions
      of the Surety Bond subject to the limitations set forth therein. The
      Seller/Servicer will deliver to the Surety Bond issuer an “Assignment and Notice
      of Transfer” in the form of Attachment to the Surety Bond, or any other similar
      instrument required to be delivered under the Surety Bond, executed by the
      Seller/Servicer and RWT Holdings,
      and that all other requirements for transferring coverage under the Surety
      Bond
      in respect of such Additional Collateral Mortgage Loans to the Trustee (as
      defined in the Pooling and Servicing Agreement) shall be complied
      with;

     

    
      
        
        

      

      
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    (xxxii) RWT
      hereby represents and warrants to Purchaser that prior to its assignment to
      Purchaser, RWT had a first priority perfected security interest in each Trading
      Account, or, if necessary to perfect a first priority security interest in
      each
      asset contained in such Trading Account, a first priority perfected security
      interest in each such asset contained in such Trading Account and following
      RWT's assignment of the Pledge Agreements and related security interest,
      Purchaser has a first priority perfected security interest in each Trading
      Account, or, if necessary to perfect a first priority security interest in
      each
      asset contained in such Trading Account, a
      perfected first priority security interest in each such asset contained in
      such
      Trading Account;

     

    (xxxiii) The
      assignment of rights to Purchaser under the Surety Bond, as described herein,
      will not result in Purchaser assuming any obligations or liabilities of RWT
      with
      respect thereto (other than to assist RWT in connection with claims filed
      thereunder with respect to the Additional Collateral Mortgage Loans owned by
      the
      Purchaser);

     

    (xxxiv) With
      respect to each Additional Collateral Mortgage Loan sold under the Master
      Mortgage Loan Purchase Agreement and Master Servicing Agreement, the following
      representations and warranties made under each agreement thereof are hereby
      modified as follows:


     

    1) The
      terms
      of the Additional Collateral Pledge Collateral Agreement related to such
      Mortgage Loan have not been impaired, waived, altered or modified in any
      material respect, except as specifically set forth in the related Mortgage
      Loan
      Schedule;

    


    2) Except
      as
      specifically outlined in the Additional Collateral Pledge Agreement, the
      Additional Collateral Pledge Agreement related to such Mortgage Loan are not
      subject to any right of rescission, set-off or defense, including the defense
      of
      usury, nor will the operation of any of the terms of such Additional Collateral
      Agreement, or the exercise of any right thereunder, render such Additional
      Collateral Agreement unenforceable, in whole or in part, or subject to any
      right
      of rescission, set-off or defense, including the defense of usury and no such
      right of rescission, set-off or defense has been asserted with respect thereto;
      and 

    


    3) There
      is
      no default, breach, violation or event of acceleration existing under the
      Additional Collateral Pledge Agreement or any other agreements, documents,
      or
      instruments related to such Mortgage Loan. There is no event that, with the
      lapse of time, the giving of notice, or both, would constitute such a default,
      breach, violation or event of acceleration.

    


    (xxxv) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act, which became effective October
      1,
      2002;

    


    (xxxvi)
      Each Mortgage Loan at the time it was made complied in all material respects
      with applicable local, state, and federal predatory and abusive lending
      laws;

    


    (xxxvii)
      None of the mortgage loans are High Cost as defined by the applicable local,
      state, and federal predatory and abusive lending laws and no mortgage loan
      is a
“high cost” or “covered” mortgage loan, as applicable (as such terms are defined
      in the then current Standard and Poor’s LEVELS Glossary which is now Version
      6.0, Appendix E);

    


    (xxxviii)
      No Mortgage Loan which is secured by property located in the State of New Jersey
      is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act,
      which became effective November 27, 2003;

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    


    (xxxix) 
      No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

    


    (xl) No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

    


    (xli) No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (xlii) No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.);

     

    (xliii) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005;

    


    (xliv)
      None of the proceeds of any Mortgage Loan were used to finance the purchase
      of
      single premium credit insurance policies;

    


    (xlv) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (xlvi) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (xlvii) There
      were no adverse selection procedures used in selecting the Mortgage Loan from
      among the residential mortgage loans which were available for inclusion in
      the
      Mortgage Loans.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      	
              VII.

            	
              Master
                Mortgage Loan Purchase Agreement between RWT Holdings, Inc. ("RWT")
                and
                Morgan Stanley Credit Corporation with Redwood Trust as Guarantor,
                dated
                November 1, 2006, as modified by the related Acknowledgements (the
“Morgan
                Stanley-RWT Agreement”).

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Morgan Stanley-RWT
      Agreement.

    


    (i) The
      information set forth in the Mortgage Loan Schedule is true and correct in
      all
      material respects;

     

    (ii) The
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (iii) As
      of the
      Closing Date, the Mortgage Loan is not delinquent more than 29 days, the
      Mortgage Loan has never been delinquent for more than 59 days and the Mortgage
      Loan has not been dishonored. There are no material defaults under the terms
      of
      the Mortgage Loan. The Seller/Servicer has not advanced funds, or induced or,
      solicited any advance of funds from a party other than the owner of the
      Mortgaged Property subject to the Mortgage, directly or indirectly, for the
      payment of any amount required by the Mortgage Loan;

     

    (iv) With
      respect to those Mortgage Loans which are required to deposit funds into an
      escrow account for payment of taxes, assessments, insurance premiums and similar
      items as they become due, all escrow deposits have been collected, are under
      the
      control of the Seller/Servicer, and have been applied by the Seller/Servicer
      to
      the payment of such items in a timely fashion, in accordance with such Mortgage.
      There exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been met. With respect to those
      Mortgage Loans for which escrow deposits are not required, there are no
      delinquent taxes or other outstanding charges affecting the related Mortgaged
      Property which constitute a lien on the related Mortgaged Property;

     

    (v) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments contained in the Trustee
      Mortgage File, approved, if necessary, by the insurer under any Primary Mortgage
      Insurance Policy and recorded in all places necessary to maintain the first
      priority of the lien, the substance of which waiver, alteration or modification
      is reflected on the Mortgage Loan Schedule. No Mortgagor has been released,
      in
      whole or in part, except by operation of law or in connection with an assumption
      agreement which assumption agreement is part of the Trustee Mortgage File and
      the terms of which are reflected in the Mortgage Loan Schedule;

     

    (vi) Neither
      the Mortgage Note nor the Mortgage is subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and no such right of rescission,
      set-off, counterclaim or defense has been asserted by any Person with respect
      thereto;

     

    (vii) All
      buildings upon the Mortgaged Property are required to be insured by a generally
      acceptable insurer against loss by fire, hazards of extended coverage and such
      other hazards as are customarily included in extended coverage in the area
      where
      the Mortgaged Property is located, pursuant to standard property insurance
      policies in compliance with the Seller/Servicer’s policies as from time to time
      in effect. On the date of origination, all such property policies were in
      effect, and contained a standard mortgage clause naming the Seller/Servicer
      or
      the originator of the Mortgage Loan and their respective successors in interest
      as mortgagee; such policy and clause or a replacement is in effect and all
      premiums due thereon have been paid. If the Mortgaged Property is located in
      an
      area identified by the Federal Emergency Management Agency as having special
      flood hazards under the National Flood Insurance Act of 1994, as amended, such
      Mortgaged Property is covered by flood insurance in the amount required under
      the National Flood Insurance Act of 1994. The Mortgage obligates the Mortgagor
      to maintain such insurance and authorizes the holder of the Mortgage to maintain
      such insurance at Mortgagor’s cost and expense should the Mortgagor fail to do
      so and to seek reimbursement therefor from the Mortgagor;

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (viii) At
      the
      time of origination of such Mortgage Loan and thereafter, all requirements
      of
      any federal or state law, including usury, truth-in-lending, real estate
      settlement procedures, consumer credit protection, equal credit opportunity
      or
      disclosure laws required to be complied with by Seller as the originator of
      the
      Mortgage Loan and applicable to the Mortgage Loan have been complied with in
      all
      material respects;

     

    (ix) The
      Mortgage has not been satisfied as of the Closing Date, canceled or
      subordinated, in whole, or rescinded, and the Mortgaged Property has not been
      released from the lien of the Mortgage, in whole or in part (except for a
      release that does not materially impair the security of the Mortgage Loan or
      a
      release the effect of which is reflected in the Loan-to-Value Ratio for the
      Mortgage Loan as set forth in the Mortgage Loan Schedule);

     

    (x) Ownership
      of the Mortgaged Property is held in fee simple or leasehold estate. With
      respect to Mortgage Loans that are secured by a leasehold estate: (i) the lease
      is valid, in full force and effect, and conforms to all of Fannie Mae’s
      requirements for leasehold estates; (ii) all rents and other payments due under
      the lease have been paid; (iii) the lessee is not in default under any provision
      of the lease; (iv) the term of the lease exceeds the maturity date of the
      related Mortgage Loan by at least five (5) years; and (v) the terms of the
      lease
      provide a Mortgagee with an opportunity to cure any defaults. Except as
      permitted by the fourth sentence of this paragraph (x), the Mortgage is a valid,
      subsisting and enforceable first lien on the Mortgaged Property securing the
      Mortgage Note’s original principal balance. Such lien is free and clear of all
      adverse claims, liens and encumbrances having priority over the first lien
      of
      the Mortgage, subject only to (1) the lien of non-delinquent current real
      property taxes and assessments not yet due and payable, (2) liens, covenants,
      conditions and restrictions, rights of way, easements and other matters
      reflected in the public record as of the date of recording which are acceptable
      to mortgage lending institutions generally, or which are referred to
      (specifically or generally) in the lender’s title insurance policy delivered to
      the originator of the Mortgage Loan and either (A) which are referred to or
      otherwise considered in such title insurance policy or the appraisal made for
      the originator of the Mortgage Loan, or (B) which do not in the aggregate
      adversely affect the appraised value of the Mortgaged Property as set forth
      in
      such appraisal, and (3) other matters to which like properties are commonly
      subject which do not in the aggregate materially interfere with the benefits
      of
      the security intended to be provided by the Mortgage or the use, enjoyment,
      value or marketability of the related Mortgaged Property. With respect to each
      Cooperative Loan, the security instruments create a valid, enforceable and
      subsisting first priority security interest in the Cooperative Apartment
      securing the related Mortgage Note subject only to (a) the lien of the related
      cooperative for unpaid assessments representing the Mortgagor’s pro rata share
      of payments for a blanket mortgage, if any, current and future real property
      taxes, insurance premiums, maintenance fees and other assessments, and (b)
      other
      matters to which the collateral is commonly subject which do not materially
      interfere with the benefits of the security intended to be provided; provided,
      however, that the related proprietary lease for the Cooperative Apartment may
      be
      subordinated or otherwise subject to the lien of a Mortgage on the cooperative
      building;

     

    (xi) The
      Mortgage Note and the related Mortgage are genuine and are in proper form to
      constitute a legal, valid and binding obligation of the maker thereof in all
      material respects, enforceable in accordance with its terms, subject to
      bankruptcy, insolvency and other laws of general application affecting the
      rights of creditors, and general principles of equity (regardless of whether
      such enforceability is considered in a proceeding in equity or at law), and
      assuming that the maker thereof had the legal capacity to enter into the
      Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage.
      The
      Mortgage Note and the Mortgage have been duly and properly executed by such
      parties. An obligor of the debt evidenced by the Mortgage Note is a natural
      person. The proceeds of the Mortgage Loan have been fully disbursed and there
      is
      no requirement for future advances thereunder, and any and all requirements
      in
      the Mortgage as to completion of any on-site or off-site improvements and as
      to
      disbursements of any escrow funds therefor have been complied with;

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (xii) RWT
      Holdings has good title to, and the full right to transfer and sell, the
      Mortgage Loan and the Mortgage Note free and clear of any encumbrance, equity,
      lien, pledge, charge, claim or security interest including, any lien, claim
      or
      other interest arising by operation of law;

    


    (xiii) The
      Mortgage Loan is covered by either an ALTA lender’s title insurance policy or
      other generally acceptable form of policy or insurance acceptable to Fannie
      Mae
      or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac and qualified to do business in the jurisdiction where the Mortgaged
      Property is located, insuring (subject to the exceptions contained in paragraph
      (x) (1), (2) and (3) above) to the Seller/Servicer, its successors and assigns,
      the first priority lien of the Mortgage in the original principal amount of
      the
      Mortgage Loan. The Seller/Servicer is the sole insured of such lender’s title
      insurance policy, such title insurance policy has been duly and validly endorsed
      to the Trustee (as defined in the Pooling and Servicing Agreement) or the
      assignment to such Trustee of the Seller/Servicer’s interest does not require
      the consent of or notification to the insurer and such lender’s title insurance
      policy is in full force and effect and will be in full force and effect upon
      the
      consummation of the transactions contemplated by the Morgan-RWT Agreement.
      No
      claims have been made under such lender’s title insurance policy, and no prior
      holder of the related Mortgage has done, by act or omission, anything which
      would impair the coverage of such lender’s title insurance policy;

     

    (xiv) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration, except
      for any Mortgage Loan Payment which is not late by more than 30 days, and the
      Seller/Servicer has not waived any default, breach, violation or event
      permitting acceleration;

     

    (xv) All
      material improvements subject to the Mortgage, lie wholly within the boundaries
      and building restrictions lines of the Mortgaged Property (and wholly within
      the
      project with respect to a condominium unit) and no improvements on adjoining
      properties materially encroach upon the Mortgaged Property, except those which
      are insured against by the title insurance policy referred to in paragraph
      (xiii) above and all improvements on the property comply with all applicable
      zoning and subdivision laws and ordinances;

     

    (xvi) The
      Mortgage Loan (unless designated as originated by others on any Mortgage Loan
      Schedule) was originated by the Seller/Servicer (or the corporate predecessor
      of
      the Seller/Servicer), and at the time of each such origination of such Mortgage
      Loan the Seller/Servicer was (unless designated as “originated prior to HUD
      approval” on any Mortgage Loan Schedule) a mortgagee approved by the Secretary
      of Housing and Urban Development (the “Secretary”) pursuant to Sections 203 and
      211 of the National Housing Act. Each such Mortgage Loan was underwritten in
      accordance with the Underwriting Guide as in effect at the time of origination,
      except to the extent the Seller/Servicer believed as such time that a variance
      from such Underwriting Guide was warranted by compensating factors. The Mortgage
      contains the usual and customary provision of the Seller/Servicer, if any,
      in
      the applicable jurisdiction at the time of origination for the acceleration
      of
      the payment of the unpaid principal balance of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the Mortgagee
      thereunder;

     

    (xvii) The
      Mortgaged Property at origination or acquisition was and is free of material
      damage and waste and at origination there was, and there is, no proceeding
      pending for the total or partial condemnation thereof;

     

    (xviii) The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided
      thereby;

     

    (xix) If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified if required
      under applicable law to act as such, has been properly designated and currently
      so serves as named in the Mortgage, and no fees or expenses are or will become
      payable to the trustee under the deed of trust, except in connection with a
      trustee’s sale or attempted sale after default by the Mortgagor;

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (xx) With
      respect to the Mortgage Loan, there is an appraisal on a Fannie Mae-approved
      form (or a narrative residential appraisal) of the related Mortgaged Property
      that conforms to the applicable requirements of the Financial Institutions
      Reform Recovery and Enforcement Act of 1989 and that was signed prior to the
      approval of such Mortgage Loan application by a qualified appraiser, appointed
      by the Seller/Servicer or the originator of such Mortgage Loan, as appropriate,
      who has no interest, direct or indirect, in the Mortgaged Property or in any
      loan made on the security thereof, and whose compensation is not affected by
      the
      approval or disapproval of such Mortgage Loan;

     

    (xxi) The
      Mortgage Loan contains no “subsidized buydown” or graduated payment
      features;

     

    (xxii) The
      Mortgaged Property has a single-family (one to four-unit) dwelling residence
      erected thereon, or is an individual condominium unit in a condominium, or
      a
      Cooperative Apartment or an individual unit in a planned unit development or
      in
      a de
      minimis planned
      unit development as defined by Fannie Mae. No such residence is a mobile home
      or
      a manufactured dwelling which is not permanently attached to the
      land;

     

    (xxiii) Except
      as
      set forth on the Mortgage Loan Schedule the Mortgage Loan is not a Converted
      Mortgage Loan. The Mortgage Loan does not provide for negative
      amortization;

     

    (xxiv) The
      Mortgage Loan does not have an original term in excess of thirty (30) years
      and
      one month;

     

    (xxv) If
      the
      Mortgage Loan is a Cooperative Loan, (a) there is no provision in any
      proprietary lease which requires the Mortgagor to offer for sale the cooperative
      shares owned by such Mortgagor first to the cooperative, (b) there is no
      prohibition in the proprietary lease against pledging the cooperative shares
      or
      assigning the proprietary lease, (c) the Cooperative Apartment is lawfully
      occupied under applicable law, and (d) all inspections, licenses and
      certificates required to be made or issued with respect to all occupied portions
      of the Cooperative Apartment and the related project have been made or obtained
      from the appropriate authorities;

     

    (xxxi) There
      has
      been no fraud, material misrepresentation or deceit on the part of any Mortgagor
      or any third party in connection with the Mortgage Loan (including the
      application, processing, appraisal and origination) which would cause a material
      economic loss to the owner of the Mortgage Loan, including, but not limited
      to,
      material misrepresentation of such Mortgagor’s income, funds on deposit or
      employment;

     

    (xxxii) The
      origination, collection and other servicing practices used by the
      Seller/Servicer with respect to the Mortgage Loans are in compliance with all
      material requirements of applicable laws and regulations;

     

    (xxxiii) The
      Seller/Servicer shall cause to be maintained for each Mortgage Loan primary
      hazard insurance with extended coverage on the related mortgage property in
      an
      amount equal to the lessor of (i) full replacement value of improvements and
      (ii) the outstanding principal balance;

     

    (xxix) RWT
      Holdings has no knowledge of any homestead or other exemption available to
      the
      mortgagor which would interfere with the right to sell the mortgage property
      at
      trustee’s sale or the right to foreclose the mortgage;

     

    (xxx) The
      Mortgagor has not notified Seller of, and Seller has no knowledge of, any relief
      requested or allowed to the Mortgagor under the Servicemembers Civil Relief
      Act.

     

    (xxxi) No
      Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
      Protections Act of 1994 as amended (“HOEPA”), (b) a “high risk home” mortgage
      loan, or predatory” mortgage loan or any other comparable terms, no matter how
      defined under any applicable federal, state or local law, (c) subject to any
      comparable federal, state or local statutes or regulations, or any other statute
      or regulation providing for heightened regulatory scrutiny or assignee liability
      to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
      as
      applicable (as such terms are defined in the current Standard & Poor’s
      LEVELS ® Glossary Revised, Appendix E).

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    


    (xxxii) 
      No predatory, abusive or deceptive lending practices, including, but not limited
      to, the extension of credit to a mortgagor without regard for the mortgagor’s
      ability to repay the Mortgage Loan and other extension of credit to a mortgagor
      which has no tangible net benefit to the mortgagor, were employed by the Seller
      in the origination of the Mortgage Loan.

    


    (xxxiii)
      RWT hereby represents and warrants to Purchaser that prior to its assignment
      to
      Purchaser, RWT had a first priority perfected security interest in each Trading
      Account, or, if necessary to perfect a first priority security interest in
      each
      asset contained in such Trading Account, a first priority perfected security
      interest in each such asset contained in such Trading Account and following
      RWT's assignment of the Pledge Agreements and related security interest,
      Purchaser has a first priority perfected security interest in each Trading
      Account, or, if necessary to perfect a first priority security interest in
      each
      asset contained in such Trading Account, a perfected first priority security
      interest in each such asset contained in such Trading Account;

     

    (xxxiv)
      The Additional Collateral Mortgage Loans are insured under the terms and
      provisions of the Surety Bond subject to the limitations set forth therein.
      The
      Seller/Servicer will deliver to the Surety Bond issuer an “Assignment and Notice
      of Transfer” in the form of Attachment to the Surety Bond, or any other similar
      instrument required to be delivered under the Surety Bond, executed by the
      Seller/Servicer and RWT Holdings,
      and that all other requirements for transferring coverage under the Surety
      Bond
      in respect of such Additional Collateral Mortgage Loans to the Trustee (as
      defined in the Pooling and Servicing Agreement) shall be complied
      with;

     

    (xxxv) The
      assignment of rights to Purchaser under the Surety Bond, as described herein,
      will not result in Purchaser assuming any obligations or liabilities of RWT
      with
      respect thereto (other than to assist RWT in connection with claims filed
      thereunder with respect to the Additional Collateral Mortgage Loans owned by
      the
      Purchaser);

     

    (xxxvi) With
      respect to each Additional Collateral Mortgage Loan sold under the Master
      Mortgage Loan Purchase Agreement and Master Servicing Agreement, the following
      representations and warranties made under each agreement thereof are hereby
      modified as follows:

    


    1) The
      terms
      of the Additional Collateral Pledge Collateral Agreement related to such
      Mortgage Loan have not been impaired, waived, altered or modified in any
      material respect, except as specifically set forth in the related Mortgage
      Loan
      Schedule;

    


    2) Except
      as
      specifically outlined in the Additional Collateral Pledge Agreement, the
      Additional Collateral Pledge Agreement related to such Mortgage Loan are not
      subject to any right of rescission, set-off or defense, including the defense
      of
      usury, nor will the operation of any of the terms of such Additional Collateral
      Agreement, or the exercise of any right thereunder, render such Additional
      Collateral Agreement unenforceable, in whole or in part, or subject to any
      right
      of rescission, set-off or defense, including the defense of usury and no such
      right of rescission, set-off or defense has been asserted with respect thereto;
      and 

    


    3) There
      is
      no default, breach, violation or event of acceleration existing under the
      Additional Collateral Pledge Agreement or any other agreements, documents,
      or
      instruments related to such Mortgage Loan. There is no event that, with the
      lapse of time, the giving of notice, or both, would constitute such a default,
      breach, violation or event of acceleration.

    


    (xxxiv) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act, which became effective October
      1,
      2002;

     

    
      
        
        

      

      
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    (xxxv)
      No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003;

    


    (xxxvi)
      No Mortgage Loan which is secured by property located in the State of New Mexico
      is a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection
      Act, which became effective January 1, 2004;

    


    (xxxvii) 
      No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

    


    (xxxviii) No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (xxxix) No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.);

    


    (xl) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005;

    


    (xli)
      None of the proceeds of any Mortgage Loan were used to finance the purchase
      of
      single premium credit insurance policies;

    


    (xlii)
      No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (xliii) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC;

    


    (xliv) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans; and

    


    (xlv) Each
      conventional first lien Mortgage Loan that had a LTV at origination in excess
      of
      80% will be subject to a Primary Mortgage Insurance Policy, issued by a
      qualified insurer, in at least such amount as is required by the Agency. All
      provisions of such Primary Mortgage Insurance Policy have been and are being
      complied with, such policy is in full force and effect, and all premiums due
      thereunder have been paid. Any first lien Mortgage Loan subject to any such
      Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain
      such insurance and to pay all premiums and charges in connection therewith
      unless terminable in accordance with the Fannie Mae and Freddie Mac guidelines
      or applicable law. 

     

    
      
        
        

      

      
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              VIII.

            	
              With
                Respect to Mortgage Loans purchased under the Mortgage Loan Flow
                Purchase,
                Sale & Servicing Agreement, dated as of June 27, 2001 (the “PHH
                Agreement”), among Redwood Trust, Inc. (“Redwood Trust”), and PHH Mortgage
                Corporation (formerly PHH Mortgage Corporation) (“PHH”) and Bishop’s Gate
                Residential Mortgage Trust (formerly known as Cendant Residential
                Mortgage
                Trust) (“Bishop’s Gate”, and together with PHH, the “Seller/Servicer”),
                and the Additional Collateral Servicing Agreement dated as of July
                27,
                2001, between Cendant and Redwood Trust, as Purchaser (the “Additional
                Collateral Agreement”).

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings, Inc. hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to Pledged Mortgages (as such capitalized terms
      are defined in the Indenture), unless otherwise indicated. Capitalized terms
      are
      as defined in this Schedule A or in the PHH Agreement.

     

    (1) Mortgage
      Loan as Described.
      Such
      Mortgage Loan complies with the terms and conditions set forth in the PHH
      Agreement, and all of the information set forth with respect thereto on the
      Mortgage Loan Schedule is true and correct in all material
      respects;

     

    (2) Complete
      Mortgage Files.
      The
      instruments and documents specified in Section
      2.02 of
      the
      PHH Agreement with respect to such Mortgage Loan have been delivered in
      compliance with the requirements of Article
      II of
      the PHH Agreement. Cendant is in possession of a Mortgage File respecting such
      Mortgage Loan, except for such documents as have been previously delivered
      to
      the Custodian;

     

    (3) Mortgagee
      of Record.
      The
      Mortgage relating to such Mortgage Loan has been duly recorded in the
      appropriate recording office, and the applicable Seller/Servicer is the
      mortgagee of record of such Mortgage Loan and the indebtedness evidenced by
      the
      related Mortgage Note;

     

    (4) Payments
      Current.
      All
      payments required to be made up to and including the Funding Date for such
      Mortgage Loan under the terms of the Mortgage Note have been made, such that
      such Mortgage Loan is not delinquent 30 days or more on the Funding Date.
      Unless otherwise disclosed in the Offering Materials or the Mortgage Loan
      Schedule, there has been no delinquency, exclusive of any period of grace,
      in
      any payment by the Mortgagor thereunder during the twelve months preceding
      the
      Funding Date; and, if the Mortgage Loan is a Cooperative Loan, no foreclosure
      action or private or public sale under the Uniform Commercial Code has ever
      been
      threatened or commenced with respect to the Cooperative Loan;

     

    (5) No
      Outstanding Charges.
      There
      are no delinquent taxes, insurance premiums, assessments, including assessments
      payable in future installments, or other outstanding charges affecting the
      Mortgaged Property related to such Mortgage Loan;

     

    (6) Original
      Terms Unmodified.
      The
      terms of the Mortgage Note, the Mortgage and the Additional Collateral Agreement
      related to such Mortgage Loan (and the Proprietary Lease and the Pledge
      Instruments with respect to each Cooperative Loan,) have not been impaired,
      waived, altered or modified in any material respect, except as specifically
      set
      forth in the related Mortgage Loan Schedule;

     

    (7) No
      Defenses.
      The
      Mortgage Note, the Mortgage and the Additional Collateral Agreement related
      to
      such Mortgage Loan (and the Acceptance of Assignment and Assumption of Lease
      Agreement related to each Cooperative Loan) are not subject to any right of
      rescission, set-off or defense, including the defense of usury, nor will the
      operation of any of the terms of such Mortgage Note and such Mortgage (or the
      Additional Collateral Agreement), or the exercise of any right thereunder,
      render such Mortgage (or the Additional Collateral Agreement) unenforceable,
      in
      whole or in part, or subject to any right of rescission, set-off or defense,
      including the defense of usury and no such right of rescission, set-off or
      defense has been asserted with respect thereto; 

     

    (8) Hazard
      Insurance.
      (a) All
      buildings upon the Mortgaged Property related to such Mortgage Loan are insured
      by an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of
      extended coverage and such other hazards as are customary in the area where
      such
      Mortgaged Property is located, pursuant to insurance policies conforming to
      the
      requirements of either Section
      5.10 or
Section
      5.11 of
      the PHH Agreement. All such insurance policies (collectively, the “hazard
      insurance policy”) contain a standard mortgagee clause naming the originator of
      such Mortgage Loan, its successors and assigns, as mortgagee. Such policies
      are
      the valid and binding obligations of the insurer, and, to
      the
      knowledge of RWT Holdings,
      all
      premiums thereon due to date have been paid. The related Mortgage obligates
      the
      Mortgagor thereunder to maintain all such insurance at such Mortgagor’s cost and
      expense, and on such Mortgagor’s failure to do so, authorizes the holder of such
      Mortgage to maintain such insurance at such Mortgagor’s cost and expense and to
      seek reimbursement therefor from such Mortgagor; or (b) in the case of a
      condominium or unit in a planned unit development (“PUD”) project that is not
      covered by an individual policy, the condominium or PUD project is covered
      by a
“master” or “blanket” policy and there exists and is in the Seller/Servicer’s
      Mortgage File a certificate of insurance showing that the individual unit that
      secures the first mortgage is covered under such policy. The insurance policy
      contains a standard mortgagee clause naming the originator of such Mortgage
      Loan
      (and its successors and assigns), as insured mortgagee. Such policies are the
      valid and binding obligations of the insurer, and, to
      the
      knowledge of RWT Holdings,
      all
      premiums thereon have been paid. The insurance policy provides for advance
      notice to the Seller/Servicer if the policy is canceled or not renewed, or
      if
      any other change that adversely affects the Seller/Servicer’s interests is made;
      the certificate includes the types and amounts of coverage provided, describes
      any endorsements that are part of the “master” policy and would be acceptable
      pursuant to the FNMA Guide;

     

    
      
        
        

      

      
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    (9) Compliance
      With Applicable Laws.
      All
      requirements of any federal, state or local law (including usury, truth in
      lending, real estate settlement procedures, consumer credit protection, equal
      credit opportunity or disclosure laws) applicable to the origination and
      servicing of such Mortgage Loan have been complied with in all material
      respects;

     

    (10) No
      Satisfaction of Mortgage.
      The
      Mortgage related to such Mortgage Loan has not been satisfied, canceled or
      subordinated, in whole or in part, or rescinded, and the related Mortgaged
      Property has not been released from the lien of such Mortgage, in whole or
      in
      part, nor has any instrument been executed that would effect any such release,
      cancellation, subordination or rescission;

     

    (11) Valid
      First Lien.
      The
      Mortgage including any Negative Amortization, related to such Mortgage Loan
      is a
      valid, subsisting and enforceable perfected first lien on the related Mortgaged
      Property, including all improvements on the related Mortgaged Property, which
      Mortgaged Property is free and clear of any encumbrances and liens having
      priority over the first lien of the Mortgage subject only to (a) the lien of
      current real estate taxes and special assessments not yet due and payable,
      (b)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of the public record as of the date of recording of such Mortgage which
      are acceptable to mortgage lending institutions generally, are referred to
      in
      the lender’s title insurance policy and do not adversely affect the market value
      or intended use of the related Mortgaged Property, and (c) other matters to
      which like properties are commonly subject which do not individually or in
      the
      aggregate materially interfere with the benefits of the security intended to
      be
      provided by such Mortgage or the use, enjoyment, or market value of the related
      Mortgaged Property; with respect to each Cooperative Loan, each Acceptance
      of
      Assignment and Assumption of Lease Agreement creates a valid, enforceable and
      subsisting first security interest in the collateral securing the related
      Mortgage Note subject only to (a) the lien of the related Cooperative
      Corporation for unpaid assessments representing the obligor’s pro rata share of
      the Cooperative Corporation’s payments for its blanket mortgage, current and
      future real property taxes, insurance premiums, maintenance fees and other
      assessments to which like collateral is commonly subject and (b) other matters
      to which like collateral is commonly subject which do not materially interfere
      with the benefits of the security intended to be provided by the Acceptance
      of
      Assignment and Assumption of Lease Agreement; provided, however, that the
      appurtenant Proprietary Lease may be subordinated or otherwise subject to the
      lien of any mortgage on the Cooperative Project;

     

    (12) Validity
      of Documents.
      The
      Mortgage Note and the Mortgage related to such Mortgage Loan (and the Acceptance
      of Assignment and Assumption of Lease Agreement with respect to each Cooperative
      Loan) are genuine and each is the legal, valid and binding obligation of the
      maker thereof, enforceable in accordance with its terms, except as such
      enforcement may be limited by bankruptcy, insolvency, reorganization or other
      similar laws affecting the enforcement of creditors’ rights generally and
      general equitable principles (regardless whether such enforcement is considered
      in a proceeding in equity or at law);

     

    
      
        
        

      

      
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    (13) Valid
      Execution of Documents.
      All
      parties to the Mortgage Note and the Mortgage related to such Mortgage Loan
      had
      legal capacity to enter into such Mortgage Loan and to execute and deliver
      the
      related Mortgage Note and the related Mortgage and the related Mortgage Note
      and
      the related Mortgage have been duly and properly executed by such parties;
      with
      respect to each Cooperative Loan, all parties to the Mortgage Note and the
      Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
      the
      Acceptance of Assignment and Assumption of Lease Agreement, the Proprietary
      Lease, the Stock Power, the Recognition Agreement, the Financing Statement
      and
      the Assignment of Proprietary Lease and such documents have been duly and
      properly executed by such parties; each Stock Power (i) has all signatures
      guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative
      Shares will be transferred by the stock transfer agent of the Cooperative
      Corporation if the Seller/Servicer undertakes to convert the ownership of the
      collateral securing the related Cooperative Loan;

     

    (14) Full
      Disbursement of Proceeds.
      Such
      Mortgage Loan has closed and the proceeds of such Mortgage Loan have been fully
      disbursed prior to the Funding Date; provided
      that,
      with respect to any Mortgage Loan originated within the previous 120 days,
      alterations and repairs with respect to the related Mortgaged Property or any
      part thereof may have required an escrow of funds in an amount sufficient to
      pay
      for all outstanding work within 120 days of the origination of such Mortgage
      Loan, and, if so, such funds are held in escrow by the applicable
      Seller/Servicer, a title company or other escrow agent;

     

    (15) Ownership.
      The
      Mortgage Note and the Mortgage related to such Mortgage Loan have not been
      assigned, pledged or otherwise transferred by RWT Holdings, in whole or in
      part,
      and RWT Holdings has good and marketable title thereto, and the RWT Holdings
      is
      the sole owner thereof (and with respect to any Cooperative Loan, the sole
      owner
      of the related Acceptance of Assignment and Assumption of Lease Agreement)and
      has full right and authority to transfer and sell such Mortgage Loan, and is
      transferring such Mortgage Loan free and clear of any encumbrance, equity,
      lien,
      pledge, charge, claim or security interest;

     

    (16) Doing
      Business.
      All
      parties that have had any interest in such Mortgage Loan, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) in compliance with any and all applicable
      licensing requirements of the laws of the state wherein the related Mortgaged
      Property is located;

     

    (17) Title
      Insurance.
      (a)
      Such Mortgage Loan is covered by an ALTA lender’s title insurance policy or
      short form title policy acceptable to FNMA and FHLMC (or, in jurisdictions
      where
      ALTA policies are not generally approved for use, a lender’s title insurance
      policy acceptable to FNMA and FHLMC), issued by a title insurer acceptable
      to
      FNMA and FHLMC and qualified to do business in the jurisdiction where the
      related Mortgaged Property is located, insuring (subject to the exceptions
      contained in clauses (11)(a) and (b) above) the applicable Seller/Servicer,
      its
      successors and assigns as to the first priority lien of the related Mortgage
      in
      the original principal amount of such Mortgage Loan including any Negative
      Amortization and in the case of ARM Loans, against any loss by reason of the
      invalidity or unenforceability of the lien resulting from the provisions of
      such
      Mortgage providing for adjustment to the applicable Note Rate and Monthly
      Payment. Additionally, either such lender’s title insurance policy affirmatively
      insures that there is ingress and egress to and from the Mortgaged Property
      or
      the Seller/Servicer warrants that there is ingress and egress to and from the
      Mortgaged Property and the lender’ s title insurance policy affirmatively
      insures against encroachments by or upon the related Mortgaged Property or
      any
      interest therein or any other adverse circumstance that either is disclosed
      or
      would have been disclosed by an accurate survey. The applicable Seller/Servicer
      is the sole insured of such lender’s title insurance policy, and such lender’s
      title insurance policy is in full force and effect and will be in full force
      and
      effect upon the consummation of the transactions contemplated by the PHH
      Agreement and will inure to the benefit of RWT Holdings without any further
      act.
      No claims have been made under such lender’s title insurance policy, neither the
      applicable Seller/Servicer, nor to the best of RWT Holdings’ knowledge, any
      prior holder of the related Mortgage has done, by act or omission, anything
      that
      would impair the coverage of such lender’s insurance policy, and there is no
      act, omission, condition, or information that would impair the coverage of
      such
      lender’s insurance policy; (b) The mortgage title insurance policy covering each
      unit mortgage in a condominium or PUD project related to such Mortgage Loan
      meets all requirements of FNMA and FHLMC;

     

    
      
        
        

      

      
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    (18) No
      Defaults.
      (a)
      There is no default, breach, violation or event of acceleration existing under
      the Mortgage, the Mortgage Note, and Additional Collateral Agreement or any
      other agreements, documents, or instruments related to such Mortgage Loan;
      (b)
      to the best of the RWT Holdings’ knowledge, there is no event that, with the
      lapse of time, the giving of notice, or both, would constitute such a default,
      breach, violation or event of acceleration; (c) the Mortgagor(s) with respect
      to
      such Mortgage Loan is (1) not in default under any other Mortgage Loan or (2)
      the subject of an Insolvency Proceeding; (d) no event of acceleration has
      previously occurred, and no notice of default has been sent, with respect to
      such Mortgage Loan; (e) in no event has the applicable Seller/Servicer waived
      any of its rights or remedies in respect of any default, breach, violation
      or
      event of acceleration under the Mortgage, the Mortgage Note, and Additional
      Collateral Agreement or any other agreements, documents, or instruments related
      to such Mortgage Loan; and (f) with respect to each Cooperative Loan, there
      is
      no default in complying with the terms of the Mortgage Note, the Acceptance
      of
      Assignment and Assumption of Lease Agreement and the Proprietary Lease and
      all
      maintenance charges and assessments (including assessments payable in the future
      installments, which previously became due and owing) have been paid, and the
      Seller/Servicer has the right under the terms of the Mortgage Note, Acceptance
      of Assignment and Assumption of Lease Agreement and Recognition Agreement to
      pay
      any maintenance charges or assessments owed by the Mortgagor;

     

    (19) No
      Mechanics’ Liens.
      As of
      the date of origination of such Mortgage Loan, there were no mechanics’ or
      similar liens, except such liens as are expressly insured against by a title
      insurance policy, or claims that have been filed for work, labor or material
      (and no rights are outstanding that under law could give rise to such lien)
      affecting the related Mortgaged Property that are or may be liens prior to,
      or
      equal or coordinate with, the lien of the related Mortgage;

     

    (20) Location
      of Improvements; No Encroachments.
      As of
      the date of origination of such Mortgage Loan, to the best of RWT Holdings’
knowledge, all improvements that were considered in determining the Appraised
      Value of the related Mortgaged Property lay wholly within the boundaries and
      building restriction lines of such Mortgaged Property, and no improvements
      on
      adjoining properties encroach upon such Mortgaged Property except as permitted
      under the terms of the FNMA Guide and the FHLMC Selling Guide; to the best
      of
      RWT Holdings’ knowledge, no improvement located on or part of any Mortgaged
      Property is in violation of any applicable zoning law or regulation, and all
      inspections, licenses and certificates required to be made or issued with
      respect to all occupied portions of such Mortgaged Property, and with respect
      to
      the use and occupancy of the same, including certificates of occupancy, have
      been made or obtained from the appropriate authorities;

     

    (21) Origination;
      Payment Terms.
      Principal payments on such Mortgage Loan commenced or will commence no more
      than
      60 days after funds were disbursed in connection with such Mortgage Loan.
      If the interest rate on the related Mortgage Note is adjustable, the adjustment
      is based on the Index set forth on the related Mortgage Loan Schedule. The
      related Mortgage Note is payable on the first day of each month in arrears,
      in
      accordance with the payment terms described on the related Mortgage Loan
      Schedule. With respect to any Mortgage Loan subject to Negative Amortization
      the
      Monthly Payments are sufficient during the period following each Payment
      Adjustment Date to fully amortize the outstanding principal balance as of the
      first day of such period (including any Negative Amortization) over the original
      term thereof in accordance with the terms and conditions set forth in the
      Mortgage Note ;

     

    (22) Due
      On
      Sale.
      Except
      as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains
      the usual and customary “due-on-sale” clause or other similar provision for the
      acceleration of the payment of the Unpaid Principal Balance of such Mortgage
      Loan if the related Mortgaged Property or any interest therein is sold or
      transferred without the prior consent of the mortgagee thereunder;

     

    (23) Prepayment
      Penalty.
      Except
      as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not
      subject to any Prepayment Penalty; and no Mortgage Loan contains prepayment
      penalties that extend beyond five years after the date of
      origination;

     

    
      
        
        

      

      
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    (24) Mortgaged
      Property Undamaged; No Condemnation.
      To the
      best of RWT Holdings’ knowledge, as of the Funding Date, the related Mortgaged
      Property (and with respect to a Cooperative Loan, the related Cooperative
      Project and Cooperative Unit) is free of material damage and waste and there
      is
      no proceeding pending for the total or partial condemnation
      thereof;

     

    (25) Customary
      Provisions.
      The
      related Mortgage contains customary and enforceable provisions that render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the related Mortgaged Property of the benefits of the security provided thereby,
      including, (a) in the case of a Mortgage designated as a deed of trust, by
      trustee’s sale, and (b) in the case of a Mortgage, otherwise by judicial
      foreclosure;

     

    (26) Conformance
      With Underwriting Standards.
      Such
      Mortgage Loan was underwritten in accordance with the Cendant Guide;


     

    (27) Appraisal.
      The
      Mortgage File contains an appraisal of the related Mortgaged Property on forms
      and with riders approved by FNMA and FHLMC, signed prior to the approval of
      such
      Mortgage Loan application by an appraiser, duly appointed by the originator
      of
      such Mortgage Loan, whose compensation is not affected by the approval or
      disapproval of such Mortgage Loan and who met the minimum qualifications of
      FNMA
      and FHLMC for appraisers. Each appraisal of the Mortgage Loan was made in
      accordance with the relevant provisions of the Financial Institutions Reform,
      Recovery, and Enforcement Act of 1989;

     

    (28) Deeds
      of Trust.
      If the
      related Mortgage constitutes a deed of trust, then a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable to the trustee under such deed of trust, except in
      connection with a trustee’s sale after default by the related
      Mortgagor;

     

    (29) LTV;
      Primary Mortgage Insurance Policy.
      Except
      with respect to Additional Collateral Mortgage Loans (as defined in Exhibit
      11
      to the PHH Agreement), if such Mortgage Loan had a Loan-to-Value Ratio of more
      than 80% at origination, such Mortgage Loan is and will be subject to a Primary
      Insurance Policy issued by a Qualified Mortgage Insurer, which insures the
      applicable Seller/Servicer, its successors and assigns and insureds in the
      amount set forth on the Mortgage Loan Schedule; provided that, a Primary
      Mortgage Insurance Policy will not be required for any Cooperative Loan if
      (i)
      the proceeds of such Cooperative Loan were used to purchase a Cooperative Unit
      at the “insider’s price” when the building was converted to a Cooperative
      Corporation, (ii) the value of the Cooperative Unit for purposes of establishing
      the LTV at origination was such “insider’s price”, (iii) the principal amount of
      the Cooperative Loan at origination was not more than 100% of such “insider’s
      price” and (iv) the LTV at origination, as calculated using the Appraised Value
      at origination, was less than or equal to 80%. To
      the
      knowledge of RWT Holdings, all
      provisions of such Primary Insurance Policy have been and are being complied
      with, such policy is in full force and effect, and, to
      the
      knowledge of RWT Holdings,
      all
      premiums due thereunder have been paid. Any related Mortgage subject to any
      such
      Primary Insurance Policy (other than a “lender-paid” Primary Insurance Policy)
      obligates the Mortgagor thereunder to maintain such insurance for the time
      period required by law and to pay all premiums and charges in connection
      therewith. As of the date of origination, the Loan-to-Value Ratio of such
      Mortgage Loan is as specified in the applicable Mortgage Loan
      Schedule;

     

    (30) Occupancy.
      As of
      the date of origination of such Mortgage Loan, to the best of RWT Holdings’
knowledge, the related Mortgaged Property (or with respect to a Cooperative
      Loan, the related Cooperative Unit) is lawfully occupied under applicable law
      and all inspections, licenses and certificates required to be made or issued
      with respect to all occupied portions of the Mortgaged Property (or with respect
      to a Cooperative Loan, the related Cooperative Unit) and, with respect to the
      use and occupancy of the same, including but not limited to certificates of
      occupancy, have been made or obtained from the appropriate
      authorities;

     

    (31) Supervision
      and Examination by a Federal or State Authority.
      Each
      Mortgage Loan either was (a) closed in the name of the PHH Mortgage, or (b)
      closed in the name of another entity that is either a savings and loan
      association, a savings bank, a commercial bank, credit union, insurance company
      or an institution which is supervised and examined by a federal or state
      authority, or a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to Sections 203 and 211 of the National Housing Act (a
“HUD
      Approved Mortgagee”), and was so at the time such Mortgage Loan was originated
      (PHH Mortgage or such other entity, the “Originator”) or (c) closed in the name
      of a loan broker under the circumstances described in the following sentence.
      If
      such Mortgage Loan was originated through a loan broker, such Mortgage Loan
      met
      the Originator’s underwriting criteria at the time of origination and was
      originated in accordance with the Originator’s policies and procedures and the
      Originator acquired such Mortgage Loan from the loan broker contemporaneously
      with the origination thereof. The Mortgage Loans that Bishops’ Gate Residential
      Mortgage Trust sold to RWT Holdings were originated by or on behalf of PHH
      Mortgage and subsequently assigned to the Bishops’ Gate Residential Mortgage
      Trust;

     

    
      
        
        

      

      
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    (32) Adjustments.
      All of
      the terms of the related Mortgage Note pertaining to interest rate adjustments,
      payment adjustments and adjustments of the outstanding principal balance, if
      any, are enforceable and such adjustments will not affect the priority of the
      lien of the related Mortgage; all such adjustments on such Mortgage Loan have
      been made properly and in accordance with the provisions of such Mortgage
      Loan;

     

    (33) Insolvency
      Proceedings; Soldiers’ and Sailors’ Relief Act.
      To the
      best of RWT Holdings’ knowledge, the related Mortgagor (1) is not the subject of
      any Insolvency Proceeding; and (2) has not requested any relief allowed to
      such
      Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act of
      1940;

     

    (34) FNMA/FHLMC
      Documents.
      Such
      Mortgage Loan was closed on standard FNMA or FHLMC documents or on such
      documents otherwise acceptable to them;

     

    (35) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Seller/Servicer, the Mortgagor, or anyone on behalf of the Mortgagor,
      (b)
      paid by any source other than the Mortgagor or (c) contains any other similar
      provisions which may constitute a “buydown” provision. The Mortgage Loan is not
      a graduated payment mortgage loan and the Mortgage Loan does not have a shared
      appreciation or other contingent interest feature;

     

    (36) The
      Assignment is in recordable form and is acceptable for recording under the
      laws
      of the jurisdiction in which the Mortgaged Property is located;

     

    (37) Any
      principal advances made to the Mortgagor prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The consolidated principal amount does not exceed the
      original principal amount of the Mortgage Loan plus any Negative
      Amortization;

     

    (38) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan has a balloon payment feature. With respect to any Mortgage Loan
      with a balloon payment feature, the Mortgage Note is payable in Monthly Payments
      based on a thirty year amortization schedule and has a final Monthly Payment
      substantially greater than the proceeding Monthly Payment which is sufficient
      to
      amortize the remaining principal balance of the Mortgage Loan;

     

    (39) If
      the
      residential dwelling on the Mortgaged Property is a condominium unit or a unit
      in a planned unit development (other than a de minimis planned unit development)
      such condominium or planned unit development project meets the eligibility
      requirements of the Cendant Guide;

     

    (40) No
      Mortgage Loan is subject to the provisions of the Homeownership and Equity
      Protection Act of 1994;

     

    (41) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan was made in connection with (a) the construction or rehabilitation
      of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
      Mortgaged Property;

     

    (42) RWT
      Holdings has no knowledge of any circumstances or condition with respect to
      the
      Mortgage, the Mortgage Property (or with respect to a Cooperative Loan, the
      Acceptance of Assignment and Assumption of Lease Agreement, the Cooperative
      Unit
      or the Cooperative Project), the Mortgagor or the Mortgagor’s credit standing
      that can reasonably be expected to cause the Mortgage Loan to be an unacceptable
      investment, cause the Mortgage Loan to become delinquent, or adversely affect
      the value of the Mortgage Loan;

     

    
      
        
        

      

      
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    (43) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    (44) To
      the
      best of RWT Holdings’ knowledge, the Mortgaged Property is in material
      compliance with all applicable environmental laws pertaining to environmental
      hazards including, without limitation, asbestos, and neither the Seller/Servicer
      nor, to RWT Holdings’ knowledge, the related Mortgagor, has received any notice
      of any violation or potential violation of such law; 

     

    (45) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan is subject to negative amortization;

     

    (46) With
      respect to each Cooperative Loan, a Cooperative Lien Search has been made by
      a
      company competent to make the same which company is acceptable to FNMA and
      qualified to do business in the jurisdiction where the Cooperative Unit is
      located; 

     

    (47) With
      respect to each Cooperative Loan, (i) the terms of the related Proprietary
      Lease
      is longer than the terms of the Cooperative Loan, (ii) there is no provision
      in
      any Proprietary Lease which requires the Mortgagor to offer for sale the
      Cooperative Shares owned by such Mortgagor first to the Cooperative Corporation,
      (iii) there is no prohibition in any Proprietary Lease against pledging the
      Cooperative Shares or assigning the Proprietary Lease and (iv) the Recognition
      Agreement is on a form of agreement published by the Aztech Document Systems,
      Inc. or includes provisions which are no less favorable to the lender than
      those
      contained in such agreement;

     

    (48) With
      respect to each Cooperative Loan, each original UCC financing statement,
      continuation statement or other governmental filing or recordation necessary
      to
      create or preserve the perfection and priority of the first priority lien and
      security interest in the Cooperative Shares and Proprietary Lease has been
      timely and properly made. Any security agreement, chattel mortgage or equivalent
      document related to the Cooperative Loan and delivered to the Mortgagor or
      its
      designee establishes in the Mortgagor a valid and subsisting perfected first
      lien on and security interest in the Mortgaged Property described therein,
      and
      the Mortgagor has full right to sell and assign the same;

     

    (49) With
      respect to each Cooperative Loan, each Acceptance of Assignment and Assumption
      of Lease Agreement contains enforceable provisions such as to render the rights
      and remedies of the holder thereof adequate for the realization of the benefits
      of the security provided thereby. The Acceptance of Assignment and Assumption
      of
      Lease Agreement contains an enforceable provision for the acceleration of the
      payment of the unpaid principal balance of the Mortgage Note in the event the
      Cooperative Unit is transferred or sold without the consent of the holder
      thereof;

     

    (50) No
      fraud,
      error, omission, misrepresentation, or negligence with respect to a Mortgage
      Loan has taken place on the part of any person, including without limitation,
      the Mortgagor, any appraiser, any builder or developer or any other party
      involved in the origination of the Mortgage Loan;

     

    (51) The
      Additional Collateral Mortgage Loans are insured under the terms and provisions
      of the Surety Bond subject to the limitations set forth therein. All
      requirements for transferring coverage under the Surety Bond in respect of
      such
      Additional Collateral Mortgage Loans to the Trustee (as defined in the
      Indenture) shall be complied with;

     

    (52) None
      of
      the proceeds of any Mortgage Loan were used to finance the purchase of single
      premium credit insurance policies;

    


    (53)
       No
      Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
      1994
      and no Mortgage Loan is “high cost” as defined by any applicable federal, state
      or local predatory or abusive lending law, and no mortgage loan is a “high cost”
or “covered” mortgage loan, as applicable (as such terms are defined in the then
      current Standard and Poor’s LEVELS Glossary which is now Version 6.0, Appendix
      E);

     

    
      
        
        

      

      
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    (54)
       Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state and federal laws, including, but not limited to, all
      applicable predatory or abusive lending laws;

    


    (55) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (56) There
      were no adverse selection procedures used in selecting the Mortgage Loan from
      among the residential mortgage loans which were available for inclusion in
      the
      Mortgage Loans.


    
      
        
        

      

      
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              IX.

            	
              With
                Respect to Mortgage Loans purchased under the Mortgage Loan Flow
                Purchase,
                Sale & Servicing Agreement, dated as of August 1, 2002 (the “PHH
                Agreement”), among RWT Holdings, Inc. ("RWT Holdings"), and PHH Mortgage
                Corporation (formerly known as Cendant Mortgage Corporation) (“PHH”) and
                Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant
                Residential Mortgage Trust) (“Bishop’s Gate”, and together with PHH, the
                “Seller/Servicer”), and the Additional Collateral Servicing Agreement
                dated as of August 1, 2002, between PHH and RWT Holdings, as Purchaser
                (the “Additional Collateral
                Agreement”).

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the (as such capitalized terms are defined
      in
      the Pooling and Servicing Agreement), unless otherwise indicated. Capitalized
      terms are as defined in this Schedule A or in the PHH Agreement. 

     

    (1) Mortgage
      Loan as Described.
      Such
      Mortgage Loan complies with the terms and conditions set forth in the PHH
      Agreement, and all of the information set forth with respect thereto on the
      Mortgage Loan Schedule is true and correct in all material respects, and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (2)
      Complete
      Mortgage Files.
      The
      instruments and documents specified in Section
      2.02 of
      the
      PHH Agreement with respect to such Mortgage Loan have been delivered in
      compliance with the requirements of Article
      II of
      the PHH Agreement. PHH is in possession of a Mortgage File respecting such
      Mortgage Loan, except for such documents as have been previously delivered
      to
      the Custodian;

     

    (3)
      Mortgagee
      of Record.
      The
      Mortgage relating to such Mortgage Loan has been duly recorded in the
      appropriate recording office, and the applicable Seller/Servicer is the
      mortgagee of record of such Mortgage Loan and the indebtedness evidenced by
      the
      related Mortgage Note;

     

    (4)
      Payments
      Current.
      All
      payments required to be made up to and including the Funding Date for such
      Mortgage Loan under the terms of the Mortgage Note have been made, such that
      such Mortgage Loan is not delinquent 30 days or more on the Funding Date.
      Unless otherwise disclosed in the Offering Materials or the Mortgage Loan
      Schedule, there has been no delinquency, exclusive of any period of grace,
      in
      any payment by the Mortgagor thereunder during the twelve months preceding
      the
      Funding Date; and, if the Mortgage Loan is a Cooperative Loan, no foreclosure
      action or private or public sale under the Uniform Commercial Code has ever
      been
      threatened or commenced with respect to the Cooperative Loan;

     

    (5)
      No
      Outstanding Charges.
      There
      are no delinquent taxes, insurance premiums, assessments, including assessments
      payable in future installments, or other outstanding charges affecting the
      Mortgaged Property related to such Mortgage Loan;

     

    (6)
      Original
      Terms Unmodified.
      The
      terms of the Mortgage Note, the Mortgage and the Additional Collateral Agreement
      related to such Mortgage Loan (and the Proprietary Lease and the Pledge
      Instruments with respect to each Cooperative Loan,) have not been impaired,
      waived, altered or modified in any material respect, except as specifically
      set
      forth in the related Mortgage Loan Schedule;

     

    (7)
      No
      Defenses.
      The
      Mortgage Note, the Mortgage and the Additional Collateral Agreement related
      to
      such Mortgage Loan (and the Acceptance of Assignment and Assumption of Lease
      Agreement related to each Cooperative Loan) are not subject to any right of
      rescission, set-off or defense, including the defense of usury, nor will the
      operation of any of the terms of such Mortgage Note and such Mortgage (or the
      Additional Collateral Agreement), or the exercise of any right thereunder,
      render such Mortgage (or the Additional Collateral Agreement) unenforceable,
      in
      whole or in part, or subject to any right of rescission, set-off or defense,
      including the defense of usury and no such right of rescission, set-off or
      defense has been asserted with respect thereto; 

     

    (8)
      Hazard
      Insurance.
      (a) All
      buildings upon the Mortgaged Property related to such Mortgage Loan are insured
      by an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of
      extended coverage and such other hazards as are customary in the area where
      such
      Mortgaged Property is located, pursuant to insurance policies conforming to
      the
      requirements of either Section
      5.10 or
Section
      5.11 of
      the PHH Agreement. All such insurance policies (collectively, the “hazard
      insurance policy”) contain a standard mortgagee clause naming the originator of
      such Mortgage Loan, its successors and assigns, as mortgagee. Such policies
      are
      the valid and binding obligations of the insurer, and all premiums thereon
      due
      to date have been paid. The related Mortgage obligates the Mortgagor thereunder
      to maintain all such insurance at such Mortgagor’s cost and expense, and on such
      Mortgagor’s failure to do so, authorizes the holder of such Mortgage to maintain
      such insurance at such Mortgagor’s cost and expense and to seek reimbursement
      therefor from such Mortgagor; or (b) in the case of a condominium or unit in
      a
      planned unit development (“PUD”) project that is not covered by an individual
      policy, the condominium or PUD project is covered by a “master” or “blanket”
policy and there exists and is in the Seller/Servicer’s Mortgage File a
      certificate of insurance showing that the individual unit that secures the
      first
      mortgage is covered under such policy. The insurance policy contains a standard
      mortgagee clause naming the originator of such Mortgage Loan (and its successors
      and assigns), as insured mortgagee. Such policies are the valid and binding
      obligations of the insurer, and all premiums thereon have been paid. The
      insurance policy provides for advance notice to the Seller/Servicer if the
      policy is canceled or not renewed, or if any other change that adversely affects
      the Seller/Servicer’s interests is made; the certificate includes the types and
      amounts of coverage provided, describes any endorsements that are part of the
      “master” policy and would be acceptable pursuant to the FNMA Guide;

     

    
      
        
        

      

      
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    (9)
      Compliance
      With Applicable Laws.
      All
      requirements of any federal, state or local law (including usury, truth in
      lending, real estate settlement procedures, consumer credit protection, equal
      credit opportunity or disclosure laws) applicable to the origination and
      servicing of such Mortgage Loan have been complied with in all material
      respects;

     

    (10)
      No
      Satisfaction of Mortgage.
      The
      Mortgage related to such Mortgage Loan has not been satisfied, canceled or
      subordinated, in whole or in part, or rescinded, and the related Mortgaged
      Property has not been released from the lien of such Mortgage, in whole or
      in
      part, nor has any instrument been executed that would effect any such release,
      cancellation, subordination or rescission;

     

    (11)
      Valid
      First Lien.
      The
      Mortgage including any Negative Amortization, related to such Mortgage Loan
      is a
      valid, subsisting and enforceable perfected first lien on the related Mortgaged
      Property, including all improvements on the related Mortgaged Property, which
      Mortgaged Property is free and clear of any encumbrances and liens having
      priority over the first lien of the Mortgage subject only to (a) the lien of
      current real estate taxes and special assessments not yet due and payable,
      (b)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of the public record as of the date of recording of such Mortgage which
      are acceptable to mortgage lending institutions generally, are referred to
      in
      the lender’s title insurance policy and do not adversely affect the market value
      or intended use of the related Mortgaged Property, and (c) other matters to
      which like properties are commonly subject which do not individually or in
      the
      aggregate materially interfere with the benefits of the security intended to
      be
      provided by such Mortgage or the use, enjoyment, or market value of the related
      Mortgaged Property; with respect to each Cooperative Loan, each Acceptance
      of
      Assignment and Assumption of Lease Agreement creates a valid, enforceable and
      subsisting first security interest in the collateral securing the related
      Mortgage Note subject only to (a) the lien of the related Cooperative
      Corporation for unpaid assessments representing the obligor’s pro rata share of
      the Cooperative Corporation’s payments for its blanket mortgage, current and
      future real property taxes, insurance premiums, maintenance fees and other
      assessments to which like collateral is commonly subject and (b) other matters
      to which like collateral is commonly subject which do not materially interfere
      with the benefits of the security intended to be provided by the Acceptance
      of
      Assignment and Assumption of Lease Agreement; provided, however, that the
      appurtenant Proprietary Lease may be subordinated or otherwise subject to the
      lien of any mortgage on the Cooperative Project;

     

    (12)
      Validity
      of Documents.
      The
      Mortgage Note and the Mortgage related to such Mortgage Loan (and the Acceptance
      of Assignment and Assumption of Lease Agreement with respect to each Cooperative
      Loan) are genuine and each is the legal, valid and binding obligation of the
      maker thereof, enforceable in accordance with its terms, except as such
      enforcement may be limited by bankruptcy, insolvency, reorganization or other
      similar laws affecting the enforcement of creditors’ rights generally and
      general equitable principles (regardless whether such enforcement is considered
      in a proceeding in equity or at law);

     

    
      
        
        

      

      
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    (13)
      Valid
      Execution of Documents.
      All
      parties to the Mortgage Note and the Mortgage related to such Mortgage Loan
      had
      legal capacity to enter into such Mortgage Loan and to execute and deliver
      the
      related Mortgage Note and the related Mortgage and the related Mortgage Note
      and
      the related Mortgage have been duly and properly executed by such parties;
      with
      respect to each Cooperative Loan, all parties to the Mortgage Note and the
      Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
      the
      Acceptance of Assignment and Assumption of Lease Agreement, the Proprietary
      Lease, the Stock Power, the Recognition Agreement, the Financing Statement
      and
      the Assignment of Proprietary Lease and such documents have been duly and
      properly executed by such parties; each Stock Power (i) has all signatures
      guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative
      Shares will be transferred by the stock transfer agent of the Cooperative
      Corporation if the Seller/Servicer undertakes to convert the ownership of the
      collateral securing the related Cooperative Loan;

     

    (14)
      Full
      Disbursement of Proceeds.
      Such
      Mortgage Loan has closed and the proceeds of such Mortgage Loan have been fully
      disbursed prior to the Funding Date; provided
      that,
      with respect to any Mortgage Loan originated within the previous 120 days,
      alterations and repairs with respect to the related Mortgaged Property or any
      part thereof may have required an escrow of funds in an amount sufficient to
      pay
      for all outstanding work within 120 days of the origination of such Mortgage
      Loan, and, if so, such funds are held in escrow by the applicable
      Seller/Servicer, a title company or other escrow agent;

     

    (15)
      Ownership.
      The
      Mortgage Note and the Mortgage related to such Mortgage Loan have not been
      assigned, pledged or otherwise transferred by RWT Holdings, in whole or in
      part,
      and RWT Holdings has good and marketable title thereto, and the RWT Holdings
      is
      the sole owner thereof (and with respect to any Cooperative Loan, the sole
      owner
      of the related Acceptance of Assignment and Assumption of Lease Agreement)and
      has full right and authority to transfer and sell such Mortgage Loan, and is
      transferring such Mortgage Loan free and clear of any encumbrance, equity,
      lien,
      pledge, charge, claim or security interest;

     

    (16)
      Doing
      Business.
      All
      parties that have had any interest in such Mortgage Loan, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) in compliance with any and all applicable
      licensing requirements of the laws of the state wherein the related Mortgaged
      Property is located;

     

    (17)
      Title
      Insurance.
      (a)
      Such Mortgage Loan is covered by an ALTA lender’s title insurance policy or
      short form title policy acceptable to FNMA and FHLMC (or, in jurisdictions
      where
      ALTA policies are not generally approved for use, a lender’s title insurance
      policy acceptable to FNMA and FHLMC), issued by a title insurer acceptable
      to
      FNMA and FHLMC and qualified to do business in the jurisdiction where the
      related Mortgaged Property is located, insuring (subject to the exceptions
      contained in clauses (11)(a) and (b) above) the applicable Seller/Servicer,
      its
      successors and assigns as to the first priority lien of the related Mortgage
      in
      the original principal amount of such Mortgage Loan including any Negative
      Amortization and in the case of ARM Loans, against any loss by reason of the
      invalidity or unenforceability of the lien resulting from the provisions of
      such
      Mortgage providing for adjustment to the applicable Note Rate and Monthly
      Payment. Additionally, either such lender’s title insurance policy affirmatively
      insures that there is ingress and egress to and from the Mortgaged Property
      or
      the Seller/Servicer warrants that there is ingress and egress to and from the
      Mortgaged Property and the lender’ s title insurance policy affirmatively
      insures against encroachments by or upon the related Mortgaged Property or
      any
      interest therein or any other adverse circumstance that either is disclosed
      or
      would have been disclosed by an accurate survey. The applicable Seller/Servicer
      is the sole insured of such lender’s title insurance policy, and such lender’s
      title insurance policy is in full force and effect and will be in full force
      and
      effect upon the consummation of the transactions contemplated by the PHH
      Agreement and will inure to the benefit of RWT Holdings without any further
      act.
      No claims have been made under such lender’s title insurance policy, neither the
      applicable Seller/Servicer, nor any prior holder of the related Mortgage has
      done, by act or omission, anything that would impair the coverage of such
      lender’s insurance policy, and there is no act, omission, condition, or
      information that would impair the coverage of such lender’s insurance policy;
      (b) The mortgage title insurance policy covering each unit mortgage in a
      condominium or PUD project related to such Mortgage Loan meets all requirements
      of FNMA and FHLMC;

     

    
      
        
        

      

      
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    (18)
      No
      Defaults.
      (a)
      There is no default, breach, violation or event of acceleration existing under
      the Mortgage, the Mortgage Note, and Additional Collateral Agreement or any
      other agreements, documents, or instruments related to such Mortgage Loan;
      (b)
      there is no event that, with the lapse of time, the giving of notice, or both,
      would constitute such a default, breach, violation or event of acceleration;
      (c)
      the Mortgagor(s) with respect to such Mortgage Loan is (1) not in default under
      any other Mortgage Loan or (2) the subject of an Insolvency Proceeding; (d)
      no
      event of acceleration has previously occurred, and no notice of default has
      been
      sent, with respect to such Mortgage Loan; (e) in no event has the applicable
      Seller/Servicer waived any of its rights or remedies in respect of any default,
      breach, violation or event of acceleration under the Mortgage, the Mortgage
      Note, and Additional Collateral Agreement or any other agreements, documents,
      or
      instruments related to such Mortgage Loan; and (f) with respect to each
      Cooperative Loan, there is no default in complying with the terms of the
      Mortgage Note, the Acceptance of Assignment and Assumption of Lease Agreement
      and the Proprietary Lease and all maintenance charges and assessments (including
      assessments payable in the future installments, which previously became due
      and
      owing) have been paid, and the Seller/Servicer has the right under the terms
      of
      the Mortgage Note, Acceptance of Assignment and Assumption of Lease Agreement
      and Recognition Agreement to pay any maintenance charges or assessments owed
      by
      the Mortgagor;

     

    (19)
      No
      Mechanics’ Liens.
      As of
      the date of origination of such Mortgage Loan, there were no mechanics’ or
      similar liens, except such liens as are expressly insured against by a title
      insurance policy, or claims that have been filed for work, labor or material
      (and no rights are outstanding that under law could give rise to such lien)
      affecting the related Mortgaged Property that are or may be liens prior to,
      or
      equal or coordinate with, the lien of the related Mortgage;

     

    (20)
      Location
      of Improvements; No Encroachments.
      As of
      the date of origination of such Mortgage Loan, all improvements that were
      considered in determining the Appraised Value of the related Mortgaged Property
      lay wholly within the boundaries and building restriction lines of such
      Mortgaged Property, and no improvements on adjoining properties encroach upon
      such Mortgaged Property except as permitted under the terms of the FNMA Guide
      and the FHLMC Selling Guide; no improvement located on or part of any Mortgaged
      Property is in violation of any applicable zoning law or regulation, and all
      inspections, licenses and certificates required to be made or issued with
      respect to all occupied portions of such Mortgaged Property, and with respect
      to
      the use and occupancy of the same, including certificates of occupancy, have
      been made or obtained from the appropriate authorities;

     

    (21)
      Origination;
      Payment Terms.
      Principal payments on such Mortgage Loan commenced or will commence no more
      than
      60 days after funds were disbursed in connection with such Mortgage Loan.
      If the interest rate on the related Mortgage Note is adjustable, the adjustment
      is based on the Index set forth on the related Mortgage Loan Schedule. The
      related Mortgage Note is payable on the first day of each month in arrears,
      in
      accordance with the payment terms described on the related Mortgage Loan
      Schedule. With respect to any Mortgage Loan subject to Negative Amortization
      the
      Monthly Payments are sufficient during the period following each Payment
      Adjustment Date to fully amortize the outstanding principal balance as of the
      first day of such period (including any Negative Amortization) over the original
      term thereof in accordance with the terms and conditions set forth in the
      Mortgage Note;

     

    (22)
      Due
      On
      Sale.
      Except
      as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains
      the usual and customary “due-on-sale” clause or other similar provision for the
      acceleration of the payment of the Unpaid Principal Balance of such Mortgage
      Loan if the related Mortgaged Property or any interest therein is sold or
      transferred without the prior consent of the mortgagee thereunder;

     

    (23)
      Prepayment
      Penalty.
      Except
      as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not
      subject to any Prepayment Penalty; and no Mortgage Loan contains prepayment
      penalties that extend beyond five years after the date of
      origination;

     

    (24)
      Mortgaged
      Property Undamaged; No Condemnation.
      As of
      the Funding Date, the related Mortgaged Property (and with respect to a
      Cooperative Loan, the related Cooperative Project and Cooperative Unit) is
      free
      of material damage and waste and there is no proceeding pending for the total
      or
      partial condemnation thereof;

     

    
      
        
        

      

      
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    (25)
      Customary
      Provisions.
      The
      related Mortgage contains customary and enforceable provisions that render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the related Mortgaged Property of the benefits of the security provided thereby,
      including, (a) in the case of a Mortgage designated as a deed of trust, by
      trustee’s sale, and (b) in the case of a Mortgage, otherwise by judicial
      foreclosure;

     

    (26)
      Conformance
      With Underwriting Standards.
      Such
      Mortgage Loan was underwritten in accordance with the PHH Guide; 

     

    (27)
      Appraisal.
      The
      Mortgage File contains an appraisal of the related Mortgaged Property on forms
      and with riders approved by FNMA and FHLMC, signed prior to the approval of
      such
      Mortgage Loan application by an appraiser, duly appointed by the originator
      of
      such Mortgage Loan, whose compensation is not affected by the approval or
      disapproval of such Mortgage Loan and who met the minimum qualifications of
      FNMA
      and FHLMC for appraisers. Each appraisal of the Mortgage Loan was made in
      accordance with the relevant provisions of the Financial Institutions Reform,
      Recovery, and Enforcement Act of 1989;

     

    (28)
      Deeds
      of Trust.
      If the
      related Mortgage constitutes a deed of trust, then a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable to the trustee under such deed of trust, except in
      connection with a trustee’s sale after default by the related
      Mortgagor;

     

    (29)
      LTV;
      Primary Mortgage Insurance Policy.
      Except
      with respect to Additional Collateral Mortgage Loans (as defined in Exhibit
      11
      to the PHH Agreement), if such Mortgage Loan had a Loan-to-Value Ratio of more
      than 80% at origination, such Mortgage Loan is and will be subject to a Primary
      Insurance Policy issued by a Qualified Mortgage Insurer, which insures the
      applicable Seller/Servicer, its successors and assigns and insureds in the
      amount set forth on the Mortgage Loan Schedule; provided that, a Primary
      Mortgage Insurance Policy will not be required for any Cooperative Loan if
      (i)
      the proceeds of such Cooperative Loan were used to purchase a Cooperative Unit
      at the “insider’s price” when the building was converted to a Cooperative
      Corporation, (ii) the value of the Cooperative Unit for purposes of establishing
      the LTV at origination was such “insider’s price”, (iii) the principal amount of
      the Cooperative Loan at origination was not more than 100% of such “insider’s
      price” and (iv) the LTV at origination, as calculated using the Appraised Value
      at origination, was less than or equal to 80%. All provisions of such Primary
      Insurance Policy have been and are being complied with, such policy is in full
      force and effect, and all premiums due thereunder have been paid. Any related
      Mortgage subject to any such Primary Insurance Policy (other than a
“lender-paid” Primary Insurance Policy) obligates the Mortgagor thereunder to
      maintain such insurance for the time period required by law and to pay all
      premiums and charges in connection therewith. As of the date of origination,
      the
      Loan-to-Value Ratio of such Mortgage Loan is as specified in the applicable
      Mortgage Loan Schedule;

     

    (30)
      Occupancy.
      As of
      the date of origination of such Mortgage Loan, the related Mortgaged Property
      (or with respect to a Cooperative Loan, the related Cooperative Unit) is
      lawfully occupied under applicable law and all inspections, licenses and
      certificates required to be made or issued with respect to all occupied portions
      of the Mortgaged Property (or with respect to a Cooperative Loan, the related
      Cooperative Unit) and, with respect to the use and occupancy of the same,
      including but not limited to certificates of occupancy, have been made or
      obtained from the appropriate authorities;

     

    (31)
      Supervision
      and Examination by a Federal or State Authority.
      Each
      Mortgage Loan either was (a) closed in the name of the PHH Mortgage, or (b)
      closed in the name of another entity that is either a savings and loan
      association, a savings bank, a commercial bank, credit union, insurance company
      or an institution which is supervised and examined by a federal or state
      authority, or a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to Sections 203 and 211 of the National Housing Act (a
“HUD
      Approved Mortgagee”), and was so at the time such Mortgage Loan was originated
      (PHH Mortgage or such other entity, the “Originator”) or (c) closed in the name
      of a loan broker under the circumstances described in the following sentence.
      If
      such Mortgage Loan was originated through a loan broker, such Mortgage Loan
      met
      the Originator’s underwriting criteria at the time of origination and was
      originated in accordance with the Originator’s policies and procedures and the
      Originator acquired such Mortgage Loan from the loan broker contemporaneously
      with the origination thereof. The Mortgage Loans that Bishops’ Gate Residential
      Mortgage Trust sold to RWT Holdings were originated by or on behalf of PHH
      Mortgage and subsequently assigned to the Bishops’ Gate Residential Mortgage
      Trust;

     

    
      
        
        

      

      
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    (32)
      Adjustments.
      All of
      the terms of the related Mortgage Note pertaining to interest rate adjustments,
      payment adjustments and adjustments of the outstanding principal balance, if
      any, are enforceable and such adjustments will not affect the priority of the
      lien of the related Mortgage; all such adjustments on such Mortgage Loan have
      been made properly and in accordance with the provisions of such Mortgage
      Loan;

     

    (33)
      Insolvency
      Proceedings; Soldiers’ and Sailors’ Relief Act.
      The
      related Mortgagor (1) is not the subject of any Insolvency Proceeding; and
      (2)
      has not requested any relief allowed to such Mortgagor under the Soldiers’ and
      Sailors’ Civil Relief Act of 1940;

     

    (34) FNMA/FHLMC
      Documents.
      Such
      Mortgage Loan was closed on standard FNMA or FHLMC documents or on such
      documents otherwise acceptable to them;

     

    (35)
      Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Seller/Servicer, the Mortgagor, or anyone on behalf of the Mortgagor,
      (b)
      paid by any source other than the Mortgagor or (c) contains any other similar
      provisions which may constitute a “buydown” provision. The Mortgage Loan is not
      a graduated payment mortgage loan and the Mortgage Loan does not have a shared
      appreciation or other contingent interest feature;

     

    (36)
      The
      Assignment is in recordable form and is acceptable for recording under the
      laws
      of the jurisdiction in which the Mortgaged Property is located;

     

    (37)
      Any
      principal advances made to the Mortgagor prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The consolidated principal amount does not exceed the
      original principal amount of the Mortgage Loan plus any Negative
      Amortization;

     

    (38)
      Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan has a balloon payment feature. With respect to any Mortgage Loan
      with a balloon payment feature, the Mortgage Note is payable in Monthly Payments
      based on a thirty year amortization schedule and has a final Monthly Payment
      substantially greater than the proceeding Monthly Payment which is sufficient
      to
      amortize the remaining principal balance of the Mortgage Loan;

     

    (39)
      If
      the
      residential dwelling on the Mortgaged Property is a condominium unit or a unit
      in a planned unit development (other than a de minimis planned unit development)
      such condominium or planned unit development project meets the eligibility
      requirements of the PHH Guide;

     

    (40)
      No
      Mortgage Loan is subject to the provisions of the Homeownership and Equity
      Protection Act of 1994;

     

    (41)
      Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan was made in connection with (a) the construction or rehabilitation
      of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
      Mortgaged Property;

     

    (42)
      RWT
      Holdings has no knowledge of any circumstances or condition with respect to
      the
      Mortgage, the Mortgage Property (or with respect to a Cooperative Loan, the
      Acceptance of Assignment and Assumption of Lease Agreement, the Cooperative
      Unit
      or the Cooperative Project), the Mortgagor or the Mortgagor’s credit standing
      that can reasonably be expected to cause the Mortgage Loan to be an unacceptable
      investment, cause the Mortgage Loan to become delinquent, or adversely affect
      the value of the Mortgage Loan;

     

    
      
        
        

      

      
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    (43)
      Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    (44)
      The
      Mortgaged Property is in material compliance with all applicable environmental
      laws pertaining to environmental hazards including, without limitation,
      asbestos, and neither the Seller/Servicer nor the related Mortgagor, has
      received any notice of any violation or potential violation of such
      law;

     

    (45)
      Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan is subject to negative amortization;

     

    (46)
      With
      respect to each Cooperative Loan, a Cooperative Lien Search has been made by
      a
      company competent to make the same which company is acceptable to FNMA and
      qualified to do business in the jurisdiction where the Cooperative Unit is
      located; 

     

    (47)
      With
      respect to each Cooperative Loan, (i) the terms of the related Proprietary
      Lease
      is longer than the terms of the Cooperative Loan, (ii) there is no provision
      in
      any Proprietary Lease which requires the Mortgagor to offer for sale the
      Cooperative Shares owned by such Mortgagor first to the Cooperative Corporation,
      (iii) there is no prohibition in any Proprietary Lease against pledging the
      Cooperative Shares or assigning the Proprietary Lease and (iv) the Recognition
      Agreement is on a form of agreement published by the Aztech Document Systems,
      Inc. or includes provisions which are no less favorable to the lender than
      those
      contained in such agreement;

     

    (48)
      With
      respect to each Cooperative Loan, each original UCC financing statement,
      continuation statement or other governmental filing or recordation necessary
      to
      create or preserve the perfection and priority of the first priority lien and
      security interest in the Cooperative Shares and Proprietary Lease has been
      timely and properly made. Any security agreement, chattel mortgage or equivalent
      document related to the Cooperative Loan and delivered to the Mortgagor or
      its
      designee establishes in the Mortgagor a valid and subsisting perfected first
      lien on and security interest in the Mortgaged Property described therein,
      and
      the Mortgagor has full right to sell and assign the same;

     

    (49)
      With
      respect to each Cooperative Loan, each Acceptance of Assignment and Assumption
      of Lease Agreement contains enforceable provisions such as to render the rights
      and remedies of the holder thereof adequate for the realization of the benefits
      of the security provided thereby. The Acceptance of Assignment and Assumption
      of
      Lease Agreement contains an enforceable provision for the acceleration of the
      payment of the unpaid principal balance of the Mortgage Note in the event the
      Cooperative Unit is transferred or sold without the consent of the holder
      thereof;

     

    (50)
      No
      fraud,
      error, omission, misrepresentation, or negligence with respect to a Mortgage
      Loan has taken place on the part of any person, including without limitation,
      the Mortgagor, any appraiser, any builder or developer or any other party
      involved in the origination of the Mortgage Loan;

     

    (51) The
      Additional Collateral Mortgage Loans are insured under the terms and provisions
      of the Surety Bond subject to the limitations set forth therein. All
      requirements for transferring coverage under the Surety Bond in respect of
      such
      Additional Collateral Mortgage Loans to the Trustee (as defined in the Pooling
      and Servicing Agreement) shall be complied with;

     

    (52) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act; 

     

    (53) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (54) None
      of
      the mortgage loans are High Cost as defined by the applicable predatory and
      abusive lending laws and no mortgage loan is a “high cost” or “covered” mortgage
      loan, as applicable (as such terms are defined in the then current Standard
      and
      Poor’s LEVELS Glossary which is now Version 6.0, Appendix E);

     

    
      
        
        

      

      
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    (55) No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003;

    


    (56) No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

    


    (57) No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

    


    (58) No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (59) No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.);

     

    (60) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005;

    


    (61) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (62) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (63) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
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              X.

            	
              With
                Respect to Mortgage Loans purchased under the Mortgage Loan Flow
                Purchase,
                Sale & Servicing Agreement, dated as of January 1, 2006 (the “PHH
                Agreement”), among RWT Holdings, Inc. ("RWT Holdings"), and PHH Mortgage
                Corporation (formerly known as Cendant Mortgage Corporation) (“PHH”) and
                Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant
                Residential Mortgage Trust) (“Bishop’s Gate”, and together with PHH, the
                “Seller/Servicer”), and the Additional Collateral Servicing Agreement
                dated as of January 1, 2006, between PHH and RWT Holdings, as Purchaser
                (the “Additional Collateral
                Agreement”).

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the (as such capitalized terms are defined
      in
      the Pooling and Servicing Agreement), unless otherwise indicated. Capitalized
      terms are as defined in this Schedule A or in the PHH Agreement. 

     

    (1) Mortgage
      Loan as Described.
      Such
      Mortgage Loan complies with the terms and conditions set forth in the PHH
      Agreement, and all of the information set forth with respect thereto on the
      Mortgage Loan Schedule is true and correct in all material respects, and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (2) Complete
      Mortgage Files.
      The
      instruments and documents specified in Section
      2.02 of
      the
      PHH Agreement with respect to such Mortgage Loan have been delivered in
      compliance with the requirements of Article
      II of
      the PHH Agreement. PHH is in possession of a Mortgage File respecting such
      Mortgage Loan, except for such documents as have been previously delivered
      to
      the Custodian;

     

    (3) Mortgagee
      of Record.
      The
      Mortgage relating to such Mortgage Loan has been duly recorded in the
      appropriate recording office, and the applicable Seller/Servicer is the
      mortgagee of record of such Mortgage Loan and the indebtedness evidenced by
      the
      related Mortgage Note;

     

    (4) Payments
      Current.
      All
      payments required to be made up to and including the Funding Date for such
      Mortgage Loan under the terms of the Mortgage Note have been made, such that
      such Mortgage Loan is not delinquent 30 days or more on the Funding Date.
      Unless otherwise disclosed in the Offering Materials or the Mortgage Loan
      Schedule, there has been no delinquency, exclusive of any period of grace,
      in
      any payment by the Mortgagor thereunder during the twelve months preceding
      the
      Funding Date; and, if the Mortgage Loan is a Cooperative Loan, no foreclosure
      action or private or public sale under the Uniform Commercial Code has ever
      been
      threatened or commenced with respect to the Cooperative Loan;

     

    (5) No
      Outstanding Charges.
      There
      are no delinquent taxes, insurance premiums, assessments, including assessments
      payable in future installments, or other outstanding charges affecting the
      Mortgaged Property related to such Mortgage Loan;

     

    (6) Original
      Terms Unmodified.
      The
      terms of the Mortgage Note, the Mortgage and the Additional Collateral Agreement
      related to such Mortgage Loan (and the Proprietary Lease and the Pledge
      Instruments with respect to each Cooperative Loan,) have not been impaired,
      waived, altered or modified in any material respect, except as specifically
      set
      forth in the related Mortgage Loan Schedule;

     

    (7) No
      Defenses.
      The
      Mortgage Note, the Mortgage and the Additional Collateral Agreement related
      to
      such Mortgage Loan (and the Acceptance of Assignment and Assumption of Lease
      Agreement related to each Cooperative Loan) are not subject to any right of
      rescission, set-off or defense, including the defense of usury, nor will the
      operation of any of the terms of such Mortgage Note and such Mortgage (or the
      Additional Collateral Agreement), or the exercise of any right thereunder,
      render such Mortgage (or the Additional Collateral Agreement) unenforceable,
      in
      whole or in part, or subject to any right of rescission, set-off or defense,
      including the defense of usury and no such right of rescission, set-off or
      defense has been asserted with respect thereto; 

     

    (8) Hazard
      Insurance.
      (a) All
      buildings upon the Mortgaged Property related to such Mortgage Loan are insured
      by an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of
      extended coverage and such other hazards as are customary in the area where
      such
      Mortgaged Property is located, pursuant to insurance policies conforming to
      the
      requirements of either Section
      5.10 or
Section
      5.11 of
      the PHH Agreement. All such insurance policies (collectively, the “hazard
      insurance policy”) contain a standard mortgagee clause naming the originator of
      such Mortgage Loan, its successors and assigns, as mortgagee. Such policies
      are
      the valid and binding obligations of the insurer, and all premiums thereon
      due
      to date have been paid. The related Mortgage obligates the Mortgagor thereunder
      to maintain all such insurance at such Mortgagor’s cost and expense, and on such
      Mortgagor’s failure to do so, authorizes the holder of such Mortgage to maintain
      such insurance at such Mortgagor’s cost and expense and to seek reimbursement
      therefor from such Mortgagor; or (b) in the case of a condominium or unit in
      a
      planned unit development (“PUD”) project that is not covered by an individual
      policy, the condominium or PUD project is covered by a “master” or “blanket”
policy and there exists and is in the Seller/Servicer’s Mortgage File a
      certificate of insurance showing that the individual unit that secures the
      first
      mortgage is covered under such policy. The insurance policy contains a standard
      mortgagee clause naming the originator of such Mortgage Loan (and its successors
      and assigns), as insured mortgagee. Such policies are the valid and binding
      obligations of the insurer, and all premiums thereon have been paid. The
      insurance policy provides for advance notice to the Seller/Servicer if the
      policy is canceled or not renewed, or if any other change that adversely affects
      the Seller/Servicer’s interests is made; the certificate includes the types and
      amounts of coverage provided, describes any endorsements that are part of the
      “master” policy and would be acceptable pursuant to the FNMA Guide;

     

    
      
        
        

      

      
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    (9) Compliance
      With Applicable Laws.
      All
      requirements of any federal, state or local law (including usury, truth in
      lending, real estate settlement procedures, consumer credit protection, equal
      credit opportunity or disclosure laws) applicable to the origination and
      servicing of such Mortgage Loan have been complied with in all material
      respects;

     

    (10) No
      Satisfaction of Mortgage.
      The
      Mortgage related to such Mortgage Loan has not been satisfied, canceled or
      subordinated, in whole or in part, or rescinded, and the related Mortgaged
      Property has not been released from the lien of such Mortgage, in whole or
      in
      part, nor has any instrument been executed that would effect any such release,
      cancellation, subordination or rescission;

     

    (11) Valid
      First Lien.
      The
      Mortgage including any Negative Amortization, related to such Mortgage Loan
      is a
      valid, subsisting and enforceable perfected first lien on the related Mortgaged
      Property, including all improvements on the related Mortgaged Property, which
      Mortgaged Property is free and clear of any encumbrances and liens having
      priority over the first lien of the Mortgage subject only to (a) the lien of
      current real estate taxes and special assessments not yet due and payable,
      (b)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of the public record as of the date of recording of such Mortgage which
      are acceptable to mortgage lending institutions generally, are referred to
      in
      the lender’s title insurance policy and do not adversely affect the market value
      or intended use of the related Mortgaged Property, and (c) other matters to
      which like properties are commonly subject which do not individually or in
      the
      aggregate materially interfere with the benefits of the security intended to
      be
      provided by such Mortgage or the use, enjoyment, or market value of the related
      Mortgaged Property; with respect to each Cooperative Loan, each Acceptance
      of
      Assignment and Assumption of Lease Agreement creates a valid, enforceable and
      subsisting first security interest in the collateral securing the related
      Mortgage Note subject only to (a) the lien of the related Cooperative
      Corporation for unpaid assessments representing the obligor’s pro rata share of
      the Cooperative Corporation’s payments for its blanket mortgage, current and
      future real property taxes, insurance premiums, maintenance fees and other
      assessments to which like collateral is commonly subject and (b) other matters
      to which like collateral is commonly subject which do not materially interfere
      with the benefits of the security intended to be provided by the Acceptance
      of
      Assignment and Assumption of Lease Agreement; provided, however, that the
      appurtenant Proprietary Lease may be subordinated or otherwise subject to the
      lien of any mortgage on the Cooperative Project;

     

    (12) Validity
      of Documents.
      The
      Mortgage Note and the Mortgage related to such Mortgage Loan (and the Acceptance
      of Assignment and Assumption of Lease Agreement with respect to each Cooperative
      Loan) are genuine and each is the legal, valid and binding obligation of the
      maker thereof, enforceable in accordance with its terms, except as such
      enforcement may be limited by bankruptcy, insolvency, reorganization or other
      similar laws affecting the enforcement of creditors’ rights generally and
      general equitable principles (regardless whether such enforcement is considered
      in a proceeding in equity or at law);

     

    
      
        
        

      

      
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    (13) Valid
      Execution of Documents.
      All
      parties to the Mortgage Note and the Mortgage related to such Mortgage Loan
      had
      legal capacity to enter into such Mortgage Loan and to execute and deliver
      the
      related Mortgage Note and the related Mortgage and the related Mortgage Note
      and
      the related Mortgage have been duly and properly executed by such parties;
      with
      respect to each Cooperative Loan, all parties to the Mortgage Note and the
      Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
      the
      Acceptance of Assignment and Assumption of Lease Agreement, the Proprietary
      Lease, the Stock Power, the Recognition Agreement, the Financing Statement
      and
      the Assignment of Proprietary Lease and such documents have been duly and
      properly executed by such parties; each Stock Power (i) has all signatures
      guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative
      Shares will be transferred by the stock transfer agent of the Cooperative
      Corporation if the Seller/Servicer undertakes to convert the ownership of the
      collateral securing the related Cooperative Loan;

     

    (14) Full
      Disbursement of Proceeds.
      Such
      Mortgage Loan has closed and the proceeds of such Mortgage Loan have been fully
      disbursed prior to the Funding Date; provided
      that,
      with respect to any Mortgage Loan originated within the previous 120 days,
      alterations and repairs with respect to the related Mortgaged Property or any
      part thereof may have required an escrow of funds in an amount sufficient to
      pay
      for all outstanding work within 120 days of the origination of such Mortgage
      Loan, and, if so, such funds are held in escrow by the applicable
      Seller/Servicer, a title company or other escrow agent;

     

    (15) Ownership.
      The
      Mortgage Note and the Mortgage related to such Mortgage Loan have not been
      assigned, pledged or otherwise transferred by RWT Holdings, in whole or in
      part,
      and RWT Holdings has good and marketable title thereto, and the RWT Holdings
      is
      the sole owner thereof (and with respect to any Cooperative Loan, the sole
      owner
      of the related Acceptance of Assignment and Assumption of Lease Agreement)and
      has full right and authority to transfer and sell such Mortgage Loan, and is
      transferring such Mortgage Loan free and clear of any encumbrance, equity,
      lien,
      pledge, charge, claim or security interest;

     

    (16) Doing
      Business.
      All
      parties that have had any interest in such Mortgage Loan, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) in compliance with any and all applicable
      licensing requirements of the laws of the state wherein the related Mortgaged
      Property is located;

     

    (17) Title
      Insurance.
      (a)
      Such Mortgage Loan is covered by an ALTA lender’s title insurance policy or
      short form title policy acceptable to FNMA and FHLMC (or, in jurisdictions
      where
      ALTA policies are not generally approved for use, a lender’s title insurance
      policy acceptable to FNMA and FHLMC), issued by a title insurer acceptable
      to
      FNMA and FHLMC and qualified to do business in the jurisdiction where the
      related Mortgaged Property is located, insuring (subject to the exceptions
      contained in clauses (11)(a) and (b) above) the applicable Seller/Servicer,
      its
      successors and assigns as to the first priority lien of the related Mortgage
      in
      the original principal amount of such Mortgage Loan including any Negative
      Amortization and in the case of ARM Loans, against any loss by reason of the
      invalidity or unenforceability of the lien resulting from the provisions of
      such
      Mortgage providing for adjustment to the applicable Note Rate and Monthly
      Payment. Additionally, either such lender’s title insurance policy affirmatively
      insures that there is ingress and egress to and from the Mortgaged Property
      or
      the Seller/Servicer warrants that there is ingress and egress to and from the
      Mortgaged Property and the lender’ s title insurance policy affirmatively
      insures against encroachments by or upon the related Mortgaged Property or
      any
      interest therein or any other adverse circumstance that either is disclosed
      or
      would have been disclosed by an accurate survey. The applicable Seller/Servicer
      is the sole insured of such lender’s title insurance policy, and such lender’s
      title insurance policy is in full force and effect and will be in full force
      and
      effect upon the consummation of the transactions contemplated by the PHH
      Agreement and will inure to the benefit of RWT Holdings without any further
      act.
      No claims have been made under such lender’s title insurance policy, neither the
      applicable Seller/Servicer, nor any prior holder of the related Mortgage has
      done, by act or omission, anything that would impair the coverage of such
      lender’s insurance policy, and there is no act, omission, condition, or
      information that would impair the coverage of such lender’s insurance policy;
      (b) The mortgage title insurance policy covering each unit mortgage in a
      condominium or PUD project related to such Mortgage Loan meets all requirements
      of FNMA and FHLMC;

     

    
      
        
        

      

      
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    (18) No
      Defaults.
      (a)
      There is no default, breach, violation or event of acceleration existing under
      the Mortgage, the Mortgage Note, and Additional Collateral Agreement or any
      other agreements, documents, or instruments related to such Mortgage Loan;
      (b)
      there is no event that, with the lapse of time, the giving of notice, or both,
      would constitute such a default, breach, violation or event of acceleration;
      (c)
      the Mortgagor(s) with respect to such Mortgage Loan is (1) not in default under
      any other Mortgage Loan or (2) the subject of an Insolvency Proceeding; (d)
      no
      event of acceleration has previously occurred, and no notice of default has
      been
      sent, with respect to such Mortgage Loan; (e) in no event has the applicable
      Seller/Servicer waived any of its rights or remedies in respect of any default,
      breach, violation or event of acceleration under the Mortgage, the Mortgage
      Note, and Additional Collateral Agreement or any other agreements, documents,
      or
      instruments related to such Mortgage Loan; and (f) with respect to each
      Cooperative Loan, there is no default in complying with the terms of the
      Mortgage Note, the Acceptance of Assignment and Assumption of Lease Agreement
      and the Proprietary Lease and all maintenance charges and assessments (including
      assessments payable in the future installments, which previously became due
      and
      owing) have been paid, and the Seller/Servicer has the right under the terms
      of
      the Mortgage Note, Acceptance of Assignment and Assumption of Lease Agreement
      and Recognition Agreement to pay any maintenance charges or assessments owed
      by
      the Mortgagor;

     

    (19) No
      Mechanics’ Liens.
      As of
      the date of origination of such Mortgage Loan, there were no mechanics’ or
      similar liens, except such liens as are expressly insured against by a title
      insurance policy, or claims that have been filed for work, labor or material
      (and no rights are outstanding that under law could give rise to such lien)
      affecting the related Mortgaged Property that are or may be liens prior to,
      or
      equal or coordinate with, the lien of the related Mortgage;

     

    (20) Location
      of Improvements; No Encroachments.
      As of
      the date of origination of such Mortgage Loan, all improvements that were
      considered in determining the Appraised Value of the related Mortgaged Property
      lay wholly within the boundaries and building restriction lines of such
      Mortgaged Property, and no improvements on adjoining properties encroach upon
      such Mortgaged Property except as permitted under the terms of the FNMA Guide
      and the FHLMC Selling Guide; no improvement located on or part of any Mortgaged
      Property is in violation of any applicable zoning law or regulation, and all
      inspections, licenses and certificates required to be made or issued with
      respect to all occupied portions of such Mortgaged Property, and with respect
      to
      the use and occupancy of the same, including certificates of occupancy, have
      been made or obtained from the appropriate authorities;

     

    (21) Origination;
      Payment Terms.
      Principal payments on such Mortgage Loan commenced or will commence no more
      than
      60 days after funds were disbursed in connection with such Mortgage Loan.
      If the interest rate on the related Mortgage Note is adjustable, the adjustment
      is based on the Index set forth on the related Mortgage Loan Schedule. The
      related Mortgage Note is payable on the first day of each month in arrears,
      in
      accordance with the payment terms described on the related Mortgage Loan
      Schedule. With respect to any Mortgage Loan subject to Negative Amortization
      the
      Monthly Payments are sufficient during the period following each Payment
      Adjustment Date to fully amortize the outstanding principal balance as of the
      first day of such period (including any Negative Amortization) over the original
      term thereof in accordance with the terms and conditions set forth in the
      Mortgage Note;

     

    (22) Due
      On
      Sale.
      Except
      as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains
      the usual and customary “due-on-sale” clause or other similar provision for the
      acceleration of the payment of the Unpaid Principal Balance of such Mortgage
      Loan if the related Mortgaged Property or any interest therein is sold or
      transferred without the prior consent of the mortgagee thereunder;

     

    (23) Prepayment
      Penalty.
      Except
      as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not
      subject to any Prepayment Penalty;

     

    (24) Mortgaged
      Property Undamaged; No Condemnation.
      As of
      the Funding Date, the related Mortgaged Property (and with respect to a
      Cooperative Loan, the related Cooperative Project and Cooperative Unit) is
      free
      of material damage and waste and there is no proceeding pending for the total
      or
      partial condemnation thereof;

     

    
      
        
        

      

      
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    (25) Customary
      Provisions.
      The
      related Mortgage contains customary and enforceable provisions that render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the related Mortgaged Property of the benefits of the security provided thereby,
      including, (a) in the case of a Mortgage designated as a deed of trust, by
      trustee’s sale, and (b) in the case of a Mortgage, otherwise by judicial
      foreclosure;

     

    (26) Conformance
      With Underwriting Standards.
      Such
      Mortgage Loan was underwritten in accordance with the PHH Guide; 

     

    (27) Appraisal.
      The
      Mortgage File contains an appraisal of the related Mortgaged Property on forms
      and with riders approved by FNMA and FHLMC, signed prior to the approval of
      such
      Mortgage Loan application by an appraiser, duly appointed by the originator
      of
      such Mortgage Loan, whose compensation is not affected by the approval or
      disapproval of such Mortgage Loan and who met the minimum qualifications of
      FNMA
      and FHLMC for appraisers. Each appraisal of the Mortgage Loan was made in
      accordance with the relevant provisions of the Financial Institutions Reform,
      Recovery, and Enforcement Act of 1989;

     

    (28) Deeds
      of Trust.
      If the
      related Mortgage constitutes a deed of trust, then a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable to the trustee under such deed of trust, except in
      connection with a trustee’s sale after default by the related
      Mortgagor;

     

    (29) LTV;
      Primary Mortgage Insurance Policy.
      Except
      with respect to Additional Collateral Mortgage Loans (as defined in Exhibit
      11
      to the PHH Agreement), if such Mortgage Loan had a Loan-to-Value Ratio of more
      than 80% at origination, such Mortgage Loan is and will be subject to a Primary
      Insurance Policy issued by a Qualified Mortgage Insurer, which insures the
      applicable Seller/Servicer, its successors and assigns and insureds in the
      amount set forth on the Mortgage Loan Schedule; provided that, a Primary
      Mortgage Insurance Policy will not be required for any Cooperative Loan if
      (i)
      the proceeds of such Cooperative Loan were used to purchase a Cooperative Unit
      at the “insider’s price” when the building was converted to a Cooperative
      Corporation, (ii) the value of the Cooperative Unit for purposes of establishing
      the LTV at origination was such “insider’s price”, (iii) the principal amount of
      the Cooperative Loan at origination was not more than 100% of such “insider’s
      price” and (iv) the LTV at origination, as calculated using the Appraised Value
      at origination, was less than or equal to 80%. All provisions of such Primary
      Insurance Policy have been and are being complied with, such policy is in full
      force and effect, and all premiums due thereunder have been paid. Any related
      Mortgage subject to any such Primary Insurance Policy (other than a
“lender-paid” Primary Insurance Policy) obligates the Mortgagor thereunder to
      maintain such insurance for the time period required by law and to pay all
      premiums and charges in connection therewith. As of the date of origination,
      the
      Loan-to-Value Ratio of such Mortgage Loan is as specified in the applicable
      Mortgage Loan Schedule;

     

    (30) Occupancy.
      As of
      the date of origination of such Mortgage Loan, the related Mortgaged Property
      (or with respect to a Cooperative Loan, the related Cooperative Unit) is
      lawfully occupied under applicable law and all inspections, licenses and
      certificates required to be made or issued with respect to all occupied portions
      of the Mortgaged Property (or with respect to a Cooperative Loan, the related
      Cooperative Unit) and, with respect to the use and occupancy of the same,
      including but not limited to certificates of occupancy, have been made or
      obtained from the appropriate authorities;

     

    (31) Supervision
      and Examination by a Federal or State Authority.
      Each
      Mortgage Loan either was (a) closed in the name of the PHH Mortgage, or (b)
      closed in the name of another entity that is either a savings and loan
      association, a savings bank, a commercial bank, credit union, insurance company
      or an institution which is supervised and examined by a federal or state
      authority, or a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to Sections 203 and 211 of the National Housing Act (a
“HUD
      Approved Mortgagee”), and was so at the time such Mortgage Loan was originated
      (PHH Mortgage or such other entity, the “Originator”) or (c) closed in the name
      of a loan broker under the circumstances described in the following sentence.
      If
      such Mortgage Loan was originated through a loan broker, such Mortgage Loan
      met
      the Originator’s underwriting criteria at the time of origination and was
      originated in accordance with the Originator’s policies and procedures and the
      Originator acquired such Mortgage Loan from the loan broker contemporaneously
      with the origination thereof. The Mortgage Loans that Bishops’ Gate Residential
      Mortgage Trust sold to RWT Holdings were originated by or on behalf of PHH
      Mortgage and subsequently assigned to the Bishops’ Gate Residential Mortgage
      Trust;

     

    
      
        
        

      

      
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    (32) Adjustments.
      All of
      the terms of the related Mortgage Note pertaining to interest rate adjustments,
      payment adjustments and adjustments of the outstanding principal balance, if
      any, are enforceable and such adjustments will not affect the priority of the
      lien of the related Mortgage; all such adjustments on such Mortgage Loan have
      been made properly and in accordance with the provisions of such Mortgage
      Loan;

     

    (33) Insolvency
      Proceedings; Soldiers’ and Sailors’ Relief Act.
      The
      related Mortgagor (1) is not the subject of any Insolvency Proceeding; and
      (2)
      has not requested any relief allowed to such Mortgagor under the Soldiers’ and
      Sailors’ Civil Relief Act of 1940;

     

    (34) FNMA/FHLMC
      Documents.
      Such
      Mortgage Loan was closed on standard FNMA or FHLMC documents or on such
      documents otherwise acceptable to them;

     

    (35) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Seller/Servicer, the Mortgagor, or anyone on behalf of the Mortgagor,
      (b)
      paid by any source other than the Mortgagor or (c) contains any other similar
      provisions which may constitute a “buydown” provision. The Mortgage Loan is not
      a graduated payment mortgage loan and the Mortgage Loan does not have a shared
      appreciation or other contingent interest feature;

     

    (36) The
      Assignment is in recordable form and is acceptable for recording under the
      laws
      of the jurisdiction in which the Mortgaged Property is located;

     

    (37) Any
      principal advances made to the Mortgagor prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The consolidated principal amount does not exceed the
      original principal amount of the Mortgage Loan plus any Negative
      Amortization;

     

    (38) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan has a balloon payment feature. With respect to any Mortgage Loan
      with a balloon payment feature, the Mortgage Note is payable in Monthly Payments
      based on a thirty year amortization schedule and has a final Monthly Payment
      substantially greater than the proceeding Monthly Payment which is sufficient
      to
      amortize the remaining principal balance of the Mortgage Loan;

     

    (39) If
      the
      residential dwelling on the Mortgaged Property is a condominium unit or a unit
      in a planned unit development (other than a de minimis planned unit development)
      such condominium or planned unit development project meets the eligibility
      requirements of the PHH Guide;

     

    (40) No
      Mortgage Loan is subject to the provisions of the Homeownership and Equity
      Protection Act of 1994;

     

    (41) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan was made in connection with (a) the construction or rehabilitation
      of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
      Mortgaged Property;

     

    (42) RWT
      Holdings has no knowledge of any circumstances or condition with respect to
      the
      Mortgage, the Mortgage Property (or with respect to a Cooperative Loan, the
      Acceptance of Assignment and Assumption of Lease Agreement, the Cooperative
      Unit
      or the Cooperative Project), the Mortgagor or the Mortgagor’s credit standing
      that can reasonably be expected to cause the Mortgage Loan to be an unacceptable
      investment, cause the Mortgage Loan to become delinquent, or adversely affect
      the value of the Mortgage Loan;

     

    
      
        
        

      

      
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    (43) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    (44) The
      Mortgaged Property is in material compliance with all applicable environmental
      laws pertaining to environmental hazards including, without limitation,
      asbestos, and neither the Seller/Servicer nor the related Mortgagor, has
      received any notice of any violation or potential violation of such law;


     

    (45) Unless
      otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
      no
      Mortgage Loan is subject to negative amortization;

     

    (46) With
      respect to each Cooperative Loan, a Cooperative Lien Search has been made by
      a
      company competent to make the same which company is acceptable to FNMA and
      qualified to do business in the jurisdiction where the Cooperative Unit is
      located; 

     

    (47) With
      respect to each Cooperative Loan, (i) the terms of the related Proprietary
      Lease
      is longer than the terms of the Cooperative Loan, (ii) there is no provision
      in
      any Proprietary Lease which requires the Mortgagor to offer for sale the
      Cooperative Shares owned by such Mortgagor first to the Cooperative Corporation,
      (iii) there is no prohibition in any Proprietary Lease against pledging the
      Cooperative Shares or assigning the Proprietary Lease and (iv) the Recognition
      Agreement is on a form of agreement published by the Aztech Document Systems,
      Inc. or includes provisions which are no less favorable to the lender than
      those
      contained in such agreement;

     

    (48) With
      respect to each Cooperative Loan, each original UCC financing statement,
      continuation statement or other governmental filing or recordation necessary
      to
      create or preserve the perfection and priority of the first priority lien and
      security interest in the Cooperative Shares and Proprietary Lease has been
      timely and properly made. Any security agreement, chattel mortgage or equivalent
      document related to the Cooperative Loan and delivered to the Mortgagor or
      its
      designee establishes in the Mortgagor a valid and subsisting perfected first
      lien on and security interest in the Mortgaged Property described therein,
      and
      the Mortgagor has full right to sell and assign the same;

     

    (49) With
      respect to each Cooperative Loan, each Acceptance of Assignment and Assumption
      of Lease Agreement contains enforceable provisions such as to render the rights
      and remedies of the holder thereof adequate for the realization of the benefits
      of the security provided thereby. The Acceptance of Assignment and Assumption
      of
      Lease Agreement contains an enforceable provision for the acceleration of the
      payment of the unpaid principal balance of the Mortgage Note in the event the
      Cooperative Unit is transferred or sold without the consent of the holder
      thereof;

     

    (50) No
      fraud,
      error, omission, misrepresentation, or negligence with respect to a Mortgage
      Loan has taken place on the part of any person, including without limitation,
      the Mortgagor, any appraiser, any builder or developer or any other party
      involved in the origination of the Mortgage Loan;

     

    (51) The
      Additional Collateral Mortgage Loans are insured under the terms and provisions
      of the Surety Bond subject to the limitations set forth therein. All
      requirements for transferring coverage under the Surety Bond in respect of
      such
      Additional Collateral Mortgage Loans to the Trustee (as defined in the Pooling
      and Servicing Agreement) shall be complied with;

     

    (52) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act; 

     

    (53) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (54) None
      of
      the mortgage loans are High Cost as defined by the applicable predatory and
      abusive lending laws and no mortgage loan is a “high cost” or “covered” mortgage
      loan, as applicable (as such terms are defined in the then current Standard
      and
      Poor’s LEVELS Glossary which is now Version 6.0, Appendix E);

     

    
      
        
        

      

      
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    (55) No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003;

    


    (56) No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

    


    (57) No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

    


    (58) No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (59) No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.);

    


    (60) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005;

    


    (61) None
      of
      the proceeds of any Mortgage Loan were used to finance the purchase of single
      premium credit insurance policies;

    


    (62) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination; 

    


    (63) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (64)
      There were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
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      	XI.	
              With
                respect to Mortgage Loans purchased under the Flow Mortgage
                Loan 
                Sale and Servicing Agreement, dated as of April 1, 2003, between
                RWT
                Holdings and Bank of America, N.A. (the "Seller") (the "Bank of
                America-RWT Agreement")

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Bank of
      America-RWT Agreement.

    


    (a) The
      information set forth in the Mortgage Loan Schedule and the information
      contained in the related electronic data file delivered by RWT Holdings is
      true,
      correct and complete in all material respects.

    


    (b) There
      are
      no defaults by the Seller, the Servicer or any prior originator in complying
      with the terms of the Mortgage, and all taxes, ground rents, governmental
      assessments, insurance premiums, leasehold payments, water, sewer and municipal
      charges which previously became due and owing have been paid, or escrow funds
      have been established in an amount sufficient to pay for every such escrowed
      item which remains unpaid and which has been assessed but is not yet due and
      payable.

    


    (c) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments which have been recorded
      in the applicable public recording office required by law or if necessary to
      maintain the lien priority of the Mortgage, and which have been delivered to
      the
      Purchaser; the substance of any such waiver, alteration or modification has
      been
      approved by the insurer under the Primary Mortgage Insurance Policy, if any,
      and
      by the title insurer, to the extent required by the related policy, and is
      reflected on the related Mortgage Loan Schedule. No other instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, except in connection with an assumption agreement
      approved by the insurer under the Primary Mortgage Insurance Policy, if any,
      and
      by the title insurer, to the extent required by the policy, and which assumption
      agreement is a part of the Mortgage File and is reflected on the related
      Mortgage Loan Schedule.

    


    (d) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note and
      the
      Mortgage, or the exercise of any right thereunder, render either the Mortgage
      Note or the Mortgage unenforceable, in whole or in part, or subject to any
      right
      of rescission, set-off, counterclaim or defense, including, without limitation,
      the defense of usury, and no such right of rescission, set-off, counterclaim
      or
      defense has been asserted with respect thereto; and the Mortgagor was not a
      debtor in any state or federal bankruptcy or insolvency proceeding at the time
      the Mortgage Loan was originated.

    


    (e) All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer generally acceptable to Fannie Mae and to prudent
      mortgage lending institutions against loss by fire, hazards of extended coverage
      and such other hazards as are provided for in the Fannie Mae Guides as well
      as
      all additional requirements set forth in the Bank of America-RWT Agreement,
      pursuant to an insurance policy conforming to the requirements of Customary
      Servicing Procedures and providing coverage in an amount equal to the lesser
      of
      (i) the full insurable value of the Mortgaged Property or (ii) the outstanding
      principal balance owing on the Mortgage Loan. All such insurance policies are
      in
      full force and effect and they contain a standard mortgagee clause naming the
      originator of the Mortgage Loan, its successors and assigns as mortgagee and
      all
      premiums thereon have been paid. If the Mortgaged Property is in an area
      identified on a flood hazard map or flood insurance rate map issued by the
      Federal Emergency Management Agency as having special flood hazards (and such
      flood insurance has been made available), a flood insurance policy meeting
      the
      requirements of the current guidelines of the Federal Insurance Administration
      is in effect which policy conforms to the requirements of Fannie Mae or Freddie
      Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such
      insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to
      do so, authorizes the holder of the Mortgage to maintain such insurance at
      the
      Mortgagor’s cost and expense and to seek reimbursement therefor from the
      Mortgagor.

     

    
      
        
        

      

      
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    (f) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing or disclosure laws
      applicable to the origination and servicing of the Mortgage Loans have been
      complied with; no Mortgage Loan is subject to the provisions of the Home
      Ownership and Equity Protection Act of 1994, as amended, or in violation of
      any
      similar state or local law; the Servicer maintains, and shall maintain, evidence
      of such compliance as required by applicable law or regulation and shall make
      such evidence available for inspection at the Servicer’s office during normal
      business hours upon reasonable advance notice.

    


    (g) The
      Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole
      or in part (other than as to Principal Prepayments in full which may have been
      received on or after the related Cut-off Date and prior to the related Closing
      Date), and the Mortgaged Property has not been released from the lien of the
      Mortgage, in whole or in part, nor has any instrument been executed that would
      effect any such satisfaction, cancellation, subordination, rescission or
      release. Neither the Seller nor the Servicer has waived the performance by
      the
      Mortgagor of any action, if the Mortgagor’s failure to perform such action would
      cause the Mortgage Loan to be in default, and neither the Seller nor the
      Servicer has waived any default.

    


    (h) The
      Mortgage is a valid, existing, perfected and enforceable first lien on the
      Mortgaged Property, including all improvements on the Mortgaged Property, free
      and clear of all adverse claims, liens and encumbrances having priority over
      the
      lien of the Mortgage, subject only to (i) the lien of current real property
      taxes and assessments not yet due and payable, (ii) covenants, conditions and
      restrictions, rights of way, easements and other matters of the public record
      as
      of the date of recording being acceptable to mortgage lending institutions
      generally and either (A) specifically referred to in the lender’s title
      insurance policy delivered to the originator of the Mortgage Loan or (B) which
      do not adversely affect the Appraised Value of the Mortgaged Property and (iii)
      other matters to which like properties are commonly subject which do not
      individually or in the aggregate materially interfere with the benefits of
      the
      security intended to be provided by the Mortgage or the use, enjoyment, value
      or
      marketability of the related Mortgaged Property. Any security agreement, chattel
      mortgage or equivalent document related to and delivered in connection with
      the
      Mortgage Loan establishes and creates a valid, existing and enforceable first
      lien and first priority security interest on the property described therein
      and
      RWT Holdings has the full right to sell and assign the same to the
      Purchaser.

    


    (i) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms except as enforceability may be limited
      by
      (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
      reorganization or other similar laws affecting the enforcement of the rights
      of
      creditors and (ii) general principles of equity, whether enforcement is sought
      in a proceeding in equity or at law and RWT Holdings has taken all action
      necessary to transfer such rights of enforceability to the
      Purchaser.

    


    (j) All
      parties to the Mortgage Note and the Mortgage had the legal capacity to enter
      into the Mortgage Loan and to execute and deliver the Mortgage Note and the
      Mortgage, and the Mortgage Note and the Mortgage have been duly and properly
      executed by such parties. Either the Mortgagor is a natural person or the
      related coborrower or guarantor is a natural person.

    


    (k) The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor and there is no obligation for the Mortgagee to advance additional
      funds thereunder and any and all requirements as to completion of any on-site
      or
      off-site improvement and as to disbursements of any escrow funds therefor have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage have been paid, and the
      Mortgagor is not entitled to any refund of any amounts paid or due to the
      Mortgagee pursuant to the Mortgage Note or Mortgage.

     

    
      
        
        

      

      
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    (l) The
      Seller and all other parties which have had any interest in the Mortgage Loan,
      whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
      in which they held and disposed of such interest, were) in compliance with
      any
      and all applicable “doing business” and licensing requirements of the laws of
      the state wherein the Mortgaged Property is located.

    


    (m) The
      Mortgage Loan is covered by an ALTA or CLTA lender’s title insurance policy,
      acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable
      to
      Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction
      where
      the Mortgaged Property is located, insuring (subject to the exceptions contained
      in (h)(i), (ii) and (iii) above) the Seller, its successors and assigns as
      to
      the first priority lien of the Mortgage in the original principal amount of
      the
      Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against
      any loss by reason of the invalidity or unenforceability of the lien resulting
      from the provisions of the Mortgage providing for adjustment in the Mortgage
      Interest Rate or Monthly Payment. The Seller and its successors and assigns
      are
      the sole insureds of such lender’s title insurance policy, and such lender’s
      title insurance policy is in full force and effect and will be in full force
      and
      effect upon the consummation of the transactions contemplated by the Bank of
      America-RWT Agreement and will inure to the benefit of the Purchaser and its
      assigns without any further act. No claims have been made under such lender’s
      title insurance policy, and RWT Holdings has not done, by act or omission,
      anything which would impair the coverage of such lender’s title insurance
      policy.

    


    (n) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the Mortgage Note and no event which, with the passage of time
      or
      with notice and the expiration of any grace or cure period, would constitute
      a
      default, breach, violation or event permitting acceleration, and the Seller
      and
      Servicer have waived any default, breach, violation or event permitting
      acceleration.

    


    (o) There
      are
      no mechanics’ or similar liens or claims filed for work, labor or material (and
      no rights are outstanding that under law could give rise to such lien) affecting
      the related Mortgaged Property which are or may be liens prior to, or equal
      or
      coordinate with, the lien of the related Mortgage.

    


    (p) All
      improvements which were considered in determining the Appraised Value of the
      related Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property.

    


    (q) The
      Mortgage Loan was originated by a commercial bank or similar banking institution
      which is supervised and examined by a federal or state authority, or by a
      mortgagee approved by the Secretary of HUD.

    


    (r) Principal
      payments on the Mortgage Loan commenced no more than sixty (60) days after
      (i)
      the IO Conversion Date, with respect to the IO Adjustable Rate Mortgage Loans
      and (ii) the proceeds of the Mortgage Loan were disbursed, with respect to
      all
      Mortgage Loans other than IO Adjustable Rate Mortgage Loans. The Mortgage Loans
      identified on the related Mortgage Loan Schedule have an original term to
      maturity of not more than (i) twenty-five (25) years with respect to the IO
      Adjustable Rate Mortgage Loans and (ii) thirty (30) years with respect to all
      other Mortgage Loans, with interest payable in arrears on the first day of
      the
      month. As to each Adjustable Rate Mortgage Loan, on each applicable Adjustment
      Date, the Mortgage Interest Rate will be adjusted to equal the sum of the Index
      plus the applicable Gross Margin, rounded up or down as provided in the Mortgage
      Note; provided,
      however, that
      the
      Mortgage Interest Rate will not increase or decrease by more than the Initial
      Rate Cap on the first Adjustment Date or the Periodic Rate Cap on any subsequent
      Adjustment Date, if applicable, and will in no event exceed the Lifetime Rate
      Cap. Each Mortgage Note evidencing a Mortgage Loan other than an Adjustable
      Rate
      Mortgage Loan requires a Monthly Payment which is sufficient to amortize the
      original principal balance fully over the original term thereof and to pay
      interest at the related Mortgage Interest Rate. Each Mortgage Note evidencing
      an
      Adjustable Rate Mortgage Loan requires a Monthly Payment which is sufficient
      (after the IO Conversion Date, with respect to the IO Adjustable Rate Mortgage
      Loans) (i) during the period prior to the first adjustment to the Mortgage
      Interest Rate, to amortize the original principal balance fully over the
      remaining term thereof and to pay interest at the related Mortgage Interest
      Rate, and (ii) during the period following each Adjustment Date, to amortize
      the
      outstanding principal balance fully as of the first day of such period over
      the
      then remaining term of such Mortgage Note and to pay interest at the related
      Mortgage Interest Rate. No Mortgage Note evidencing an Adjustable Rate Mortgage
      Loan permits negative amortization. Interest on the Mortgage Note is calculated
      on the basis of a 360-day year consisting of twelve 30-day months.

     

    
      
        
        

      

      
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    (s) There
      is
      no proceeding pending or threatened for the total or partial condemnation of
      the
      Mortgaged Property and such property is in good repair and is undamaged by
      waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
      casualty, so as to affect adversely the value of the Mortgaged Property as
      security for the Mortgage Loan or the use for which the premises were
      intended.

    


    (t) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including (i) in the case of a Mortgage designated as a deed
      of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure.
      Following the date of origination of the Mortgage Loan, the Mortgaged Property
      has not been subject to any bankruptcy proceeding or foreclosure proceeding
      and
      the Mortgagor has not filed for protection under applicable bankruptcy laws.
      There is no homestead or other exemption or right available to the Mortgagor
      or
      any other person which would interfere with the right to sell the Mortgaged
      Property at a trustee’s sale or the right to foreclose the
      Mortgage.

    


    (u) The
      Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
      Mac.

    


    (v) The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (h) above.

    


    (w) The
      Mortgage File contains an appraisal of the related Mortgaged Property, in a
      form
      acceptable to Fannie Mae or Freddie Mac and such appraisal complies with the
      requirements of FIRREA, and was made and signed, prior to the approval of the
      Mortgage Loan application, by a Qualified Appraiser.

    


    (x) In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
      applicable law to serve as such, has been properly designated and currently
      so
      serves and is named in the Mortgage, and no fees or expenses are or will become
      payable by the Purchaser to the trustee under the deed of trust, except in
      connection with a trustee’s sale after default by the Mortgagor.

    


    (y) The
      Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
      does not have a shared appreciation, balloon payment or other contingent
      interest feature, nor does it contain any “buydown” provision which is currently
      in effect. 

    


    (z) The
      Mortgage contains an enforceable provision for the acceleration of the payment
      of the unpaid principal balance of the Mortgage Loan in the event that the
      Mortgaged Property is sold or transferred without the prior written consent
      of
      the mortgagee thereunder.

    


    (aa) The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of mortgage loans of the same type as the Mortgage Loan
      and rescission materials required by applicable law if the Mortgage Loan is
      a
      Refinanced Mortgage Loan and has acknowledged receipt of such materials to
      the
      extent required by applicable law and such documents will remain in the Mortgage
      File.

     

    
      
        
        

      

      
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    (bb) No
      Mortgage Loan has an LTV at origination in excess of 95%. Each Mortgage Loan
      with an LTV at origination in excess of 80% will be subject to a Primary
      Mortgage Insurance Policy, issued by an insurer acceptable to Fannie Mae or
      Freddie Mac at the time of origination, which insures that portion of the
      Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged
      Property as required by Fannie Mae. All provisions of such Primary Mortgage
      Insurance Policy have been and are being complied with, such policy is in full
      force and effect, and all premiums due thereunder have been paid. Any Mortgage
      subject to any such Primary Mortgage Insurance Policy obligates the Mortgagor
      thereunder to maintain such insurance and to pay all premiums and charges in
      connection therewith at least until the LTV of such Mortgage Loan is reduced
      to
      less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not include
      any such insurance premium. No Mortgage Loan requires payment of such premiums,
      in whole or in part, by the Purchaser.

    


    (cc) The
      Mortgaged Property is lawfully occupied under applicable law, all inspections,
      licenses and certificates required to be made or issued with respect to all
      occupied portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including but not limited to certificates of occupancy,
      have been made or obtained from the appropriate authorities and no improvement
      located on or part of the Mortgaged Property is in violation of any zoning
      law
      or regulation.

    


    (dd) The
      Assignment of Mortgage is in recordable form and is acceptable for recording
      under the laws of the jurisdiction in which the Mortgaged Property is
      located.

    


    (ee) All
      payments required to be made prior to the related Cut-off Date for such Mortgage
      Loan under the terms of the Mortgage Note have been made, the Mortgage Loan
      has
      not been dishonored, there are no material defaults under the terms of the
      Mortgage Loan and no Mortgage Loan has been more than thirty (30) days
      delinquent more than once in the twelve month period immediately prior to the
      related Cut-off Date.

    


    (ff) None
      of
      the Seller, the Servicer or any prior originator or servicer has advanced funds,
      or induced, solicited or knowingly received any advance from any party other
      than the Mortgagor, directly or indirectly, for the payment of any amount due
      under the Mortgage Loan.

    


    (gg) With
      respect to each Mortgage Loan, RWT Holdings is in possession of a complete
      Mortgage File except for the documents which have been delivered to the
      Purchaser or which have been submitted for recording and not yet returned.
      

    


    (hh) Immediately
      prior to the payment of the related Purchase Price, the Seller was the sole
      owner and holder of the Mortgage Loans and the indebtedness evidenced by the
      Mortgage Note. The Mortgage Loans, including the Mortgage Note and the Mortgage,
      were not assigned or pledged by the Seller and the Seller had good and
      marketable title thereto, and the Seller had full right to transfer and sell
      the
      Mortgage Loans to the Purchaser free and clear of any encumbrance, participation
      interest, lien, equity, pledge, claim or security interest and had full right
      and authority subject to no interest or participation in, or agreement with
      any
      other party to sell or otherwise transfer the Mortgage Loans. Following the
      sale
      of the Mortgage Loans, the Purchaser will own such Mortgage Loan free and clear
      of any encumbrance, equity, participation interest, lien, pledge, charge, claim
      or security interest. Seller intends to relinquish all rights to monitor,
      possess and control the Mortgage Loan except in connection with the servicing
      of
      the Mortgage Loan by the Servicer as set forth in the Bank of America-RWT
      Agreement. After the related Closing Date, neither the Seller nor the Servicer
      will have any right to modify or alter the terms of the sale of the Mortgage
      Loans and neither the Seller nor the Servicer will have any obligation or right
      to repurchase the Mortgage Loans, except as provided in the Bank of America-RWT
      Agreement or as otherwise agreed to by the Seller, the Servicer and the
      Purchaser.

    


    (ii) Any
      future advances made prior to the related Cut-off Date have been consolidated
      with the outstanding principal amount secured by the Mortgage, and the secured
      principal amount, as consolidated, bears a single interest rate and single
      repayment term. The lien of the Mortgage securing the consolidated principal
      amount is expressly insured as having first lien priority by a title insurance
      policy, an endorsement to the policy insuring the mortgagee’s consolidated
      interest or by other title evidence acceptable to Fannie Mae and Freddie Mac.
      The consolidated principal amount does not exceed the original principal amount
      of the Mortgage Loan.

     

    
      
        
        

      

      
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    (jj) The
      Mortgage Loan was underwritten in accordance with the Seller's Underwriting
      Guidelines in effect at the time of origination with exceptions thereto
      exercised in a reasonable manner.

    


    (kk) The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a parcel of real property with a detached single
      family residence erected thereon, or a two- to four-family dwelling, or an
      individual condominium unit, or an individual unit in a planned unit
      development; provided,
      however, that
      any
      condominium project or planned unit development generally conforms with the
      Underwriting Guidelines regarding such dwellings, and no residence or dwelling
      is a mobile home, manufactured dwelling or cooperative. 

    


    (ll) If
      the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de
      minimis planned
      unit development) such condominium or planned unit development project meets
      Fannie Mae or Freddie Mac eligibility requirements for sale to Fannie Mae or
      Freddie Mac, as the case may be, or is located in a condominium or planned
      unit
      development project which has received Fannie Mae or Freddie Mac project
      approval or as to which Fannie Mae’s and Freddie Mac’s eligibility requirements
      have been waived.

    


    (mm) There
      were no adverse selection procedures used in selecting the Mortgage Loan from
      among the outstanding first-lien, residential mortgage loans owned by it which
      were available for inclusion in the Mortgage Loans. 

    


    (nn) Each
      Mortgage Loan is a “qualified mortgage” within Section 860G(a)(3) of the
      Code.

    


    (oo) With
      respect to each Mortgage where a lost note affidavit has been delivered in
      place
      of the related Mortgage Note, the related Mortgage Note is no longer in
      existence. Each such lost note affidavit is substantially in the form attached
      hereto as Exhibit 4.

    


    (pp) No
      fraud,
      error, omission, misrepresentation, negligence or similar occurrence with
      respect to the Mortgage Loan has taken place on the part of the Seller, the
      Servicer or any originator or servicer or the Mortgagor or on the part of any
      other party involved in the origination of the Mortgage Loan.

    


    (qq) The
      origination practices used by the Seller and the collection and servicing
      practices used by the Servicer with respect to each Mortgage Loan have been
      in
      all respects legal, proper, prudent and customary in the mortgage origination
      and servicing industry and the collection and servicing practices used by the
      Servicer have been acceptable to Fannie Mae and Freddie Mac.

    


    (rr) The
      Mortgagor is not in bankruptcy and is not insolvent and RWT Holdings has no
      knowledge of any circumstances or condition with respect to the Mortgage, the
      Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that could
      reasonably be expected to cause investors to regard the Mortgage Loan as an
      unacceptable investment, cause the Mortgage Loan to become delinquent or
      materially adversely affect the value or the marketability of the Mortgage
      Loan.

    


    (ss) The
      Mortgagor has not notified RWT Holdings, and RWT Holdings has no knowledge
      of
      any relief requested by the Mortgagor under the Soldiers’ and Sailors’ Civil
      Relief Act of 1940.

    


    (tt) No
      Mortgage Loan was made in connection with (i) the construction or rehabilitation
      of a Mortgaged Property or (ii) facilitating the trade-in or exchange of a
      Mortgaged Property.

     

    
      
        
        

      

      
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    (uu) There
      is
      no pending action or proceeding directly involving any Mortgaged Property of
      which RWT Holdings is aware in which compliance with any environmental law,
      rule
      or regulation is an issue and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property.

    


    (vv) No
      action, inaction, or event has occurred and no state of affairs exists or has
      existed that has resulted or will result in the exclusion from, denial of,
      or
      defense to coverage under any applicable special hazard insurance policy,
      Primary Mortgage Insurance Policy or bankruptcy bond, irrespective of the cause
      of such failure of coverage. In connection with the placement of any such
      insurance, no commission, fee, or other compensation has been or will be
      received by the Seller or the Servicer or any designee of the Seller or the
      Servicer or any corporation in which the Seller, the Servicer or any officer,
      director, or employee of the Seller or the Servicer had a financial interest
      at
      the time of placement of such insurance.

    


    (ww) With
      respect to any ground lease to which a Mortgaged Property may be subject: (A)
      the Mortgagor is the owner of a valid and subsisting leasehold interest under
      such ground lease; (B) such ground lease is in full force and effect, unmodified
      and not supplemented by any writing or otherwise; (C) all rent, additional
      rent
      and other charges reserved therein have been fully paid to the extent payable
      as
      of the related Closing Date; (D) the Mortgagor enjoys the quiet and peaceful
      possession of the leasehold estate; (E) the Mortgagor is not in default under
      any of the terms of such ground lease, and there are no circumstances which,
      with the passage of time or the giving of notice, or both, would result in
      a
      default under such ground lease; (F) the lessor under such ground lease is
      not
      in default under any of the terms or provisions of such ground lease on the
      part
      of the lessor to be observed or performed; (G) the lessor under such ground
      lease has satisfied any repair or construction obligations due as of the related
      Closing Date pursuant to the terms of such ground lease; (H) the execution,
      delivery and performance of the Mortgage do not require the consent (other
      than
      those consents which have been obtained and are in full force and effect) under,
      and will not contravene any provision of or cause a default under, such ground
      lease; and (I) the term of such lease does not terminate earlier than the
      maturity date of the Mortgage Note.

    


    (xx) With
      respect to escrow deposits and payments that the Servicer is entitled to
      collect, all such payments are in the possession of, or under the control of
      the
      Servicer, and there exist no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made. All escrow
      payments have been collected in full compliance with state and federal law
      and
      the provisions of the related Mortgage Note and Mortgage. As to any Mortgage
      Loan that is the subject of an escrow, escrow of funds is not prohibited by
      applicable law and has been established in an amount sufficient to pay for
      every
      escrowed item that remains unpaid and has been assessed but is not yet due
      and
      payable. No escrow deposits or other charges or payments due under the Mortgage
      Note have been capitalized under any Mortgage or the related Mortgage
      Note.

    


    (yy)
       No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act. 

    


    (zz) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws.

    


    (aaa) None
      of
      the Mortgage Loans are High Cost as defined by the applicable predatory and
      abusive lending laws and no mortgage loan is a “high cost” or “covered” mortgage
      loan, as applicable (as such terms are defined in the then current Standard
      and
      Poor’s LEVELS Glossary which is now Version 6.0, Appendix E).

     

    
      
        
        

      

      
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    (bbb) No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003.

    


    (ccc) No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004.

    


    (ddd)
      No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003.

    


    (eee)
      No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004.

    


    (fff)
      No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.).

    


    (ggg) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005.

    


    (hhh) None
      of
      the proceeds of any Mortgage Loan were used to finance the purchase of single
      premium credit insurance policies.

    


    (iii) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination.

    
 

    
      
        
        

      

      
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              XII.

            	
              With
                respect to Mortgage Loans purchased under the Master Mortgage Loan
                Purchase and Servicing Agreement, dated as of July 1, 2006 by and
                between
                Redwood Trust, Inc. and First Republic Bank (the "Redwood-First Republic
                Agreement")

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Redwood-First
      Republic Agreement.

     

    (i) The
      information set forth in the related Mortgage Loan Schedule is complete, true
      and correct and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (ii) The
      Mortgage Loan is in compliance with all requirements set forth in the related
      Confirmation, and the characteristics of the related Mortgage Loan Package
      as
      set forth in the related Confirmation are true and correct; provided, however,
      that in the event of any conflict between the terms of any Confirmation and
      the
      Redwood-First Republic Agreement, the terms of the Redwood-First Republic
      Agreement shall control;

     

    
      
        
        

      

      
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    (iii) All
      payments required to be made up to the close of business on the Closing Date
      for
      such Mortgage Loan under the terms of the Mortgage Note have been made; RWT
      has
      not advanced funds, or induced, solicited or knowingly received any advance
      of
      funds from a party other than the owner of the related Mortgaged Property,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Note or Mortgage; no Mortgage Loan is thirty (30) or more days delinquent as
      of
      the Closing Date and there has been no delinquency, exclusive of any period
      of
      grace, in any payment by the Mortgagor thereunder during the last twelve months;
      and, if the Mortgage Loan is a Cooperative Loan, no foreclosure action or
      private or public sale under the Uniform Commercial Code has ever been
      threatened or commenced with respect to the Cooperative Loan;

     

    (iv) There
      are
      no delinquent taxes, ground rents, water charges, sewer rents, assessments,
      insurance premiums, leasehold payments, or other outstanding charges affecting
      the related Mortgaged Property;

     

    (v) The
      terms
      of the Mortgage Note and (x) with respect to each Mortgage Loan that is not
      a
      Cooperative Loan, the Mortgage and (y) with respect to each Cooperative Loan,
      the Pledge Agreement, the Proprietary Lease, and the Pledge Instruments, have
      not been impaired, waived, altered or modified in any respect, except by written
      instruments, recorded in the applicable public recording office if necessary
      to
      maintain the lien priority of the Mortgage, and which have been delivered to
      the
      Custodian; the substance of any such waiver, alteration or modification has
      been
      approved by the insurer under the Primary Insurance Policy, if any, and has
      been
      approved by the title insurer, to the extent required by the related policy,
      and
      is reflected on the related Mortgage Loan Schedule. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, except in connection with an assumption agreement
      approved by the insurer under the Primary Insurance Policy, if any, and by
      the
      title insurer, to the extent required by the policy, and which assumption
      agreement has been delivered to the Custodian and the terms of which are
      reflected in the related Mortgage Loan Schedule; the Financing Statements with
      respect to each Cooperative Loan are in full force and effect;

     

    (vi) The
      Mortgage Note and with respect to each Mortgage Loan which is not a Cooperative
      Loan, the Mortgage and, with respect to each Cooperative Loan, the Pledge
      Agreement are not subject to any right of rescission, set-off, counterclaim
      or
      defense, including the defense of usury, nor will the operation of any of the
      terms of the Mortgage Note and the Mortgage, or the exercise of any right
      thereunder, render the Mortgage unenforceable, in whole or in part, or subject
      to any right of rescission, set-off, counterclaim or defense, including the
      defense of usury and no such right of rescission, set-off, counterclaim or
      defense has been asserted with respect thereto. Each Prepayment Charge or
      penalty with respect to any Mortgage Loan is permissible, enforceable and
      collectible under applicable federal, state and local law;

     

    (vii) All
      buildings upon the Mortgaged Property and with respect to any Cooperative Loan,
      the related Project are insured by a Qualified Insurer acceptable to Fannie
      Mae
      and Freddie
      Mac
      against
      loss by fire, hazards of extended coverage and such other hazards as are
      customary in the area where the Mortgaged Property is located, pursuant to
      insurance policies conforming to the requirements of the Servicing Addendum.
      All
      such insurance policies contain a standard mortgagee clause naming the Seller,
      its successors and assigns as mortgagee and all premiums thereon have been
      paid.
      If the Mortgaged Property is in an area identified on a Flood Hazard Map or
      Flood Insurance Rate Map issued by the Federal Emergency Management Agency
      as
      having special flood hazards (and such flood insurance has been made available)
      a flood insurance policy meeting the requirements of the current guidelines
      of
      the Federal Insurance Administration is in effect which policy conforms to
      the
      requirements of Fannie Mae and Freddie
      Mac.
      The
      Mortgage obligates the Mortgagor thereunder to maintain all such insurance
      at
      the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
      authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
      cost and expense and to seek reimbursement therefor from the
      Mortgagor;

     

    (viii) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures,
      predatory and abusive lending, consumer credit protection, equal credit
      opportunity, fair housing or disclosure laws applicable to the origination
      and
      servicing of mortgage loans of a type similar to the Mortgage Loans at
      origination have been complied with;

     

    
      
        
        

      

      
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    (ix) The
      Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, cancellation, subordination, rescission
      or
      release;

     

    (x) The
      Mortgage is a valid, existing and enforceable (A) first lien and first priority
      security interest with respect to each Mortgage Loan which is indicated by
      RWT
      to be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
      lien and second priority security interest with respect to each Mortgage Loan
      which is indicated by RWT to be a second lien (as reflected on the Mortgage
      Loan
      Schedule), in either case, on the Mortgaged Property, including all improvements
      on the Mortgaged Property, and with respect to Cooperative Loans, including
      the
      Proprietary Lease and the Cooperative Shares, subject only to (a) the lien
      of
      current real property taxes and assessments not yet due and payable, (b)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of the public record as of the date of recording being acceptable to
      mortgage lending institutions generally and specifically referred to in the
      lender's title insurance policy delivered to the originator of the Mortgage
      Loan
      and which do not adversely affect the Appraised Value of the Mortgaged Property,
      (c) with respect to each Mortgage Loan which is indicated by RWT to be a second
      lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien
      on
      the Mortgaged Property; and (d) other matters to which like properties are
      commonly subject which do not materially interfere with the benefits of the
      security intended to be provided by the Mortgage or the use, enjoyment, value
      or
      marketability of the related Mortgaged Property. Any security agreement, chattel
      mortgage or equivalent document related to and delivered in connection with
      the
      Mortgage Loan establishes and creates a valid, existing and enforceable first
      or
      second lien and first or second priority security interest (in each case, as
      indicated on the Mortgage Loan Schedule) on the property described therein
      and
      RWT has full right to sell and assign the same to the Purchaser. The Mortgaged
      Property was not, as of the date of origination of the Mortgage Loan, subject
      to
      a mortgage, deed of trust, deed to secure debt or other security instrument
      creating a lien subordinate to the lien of the Mortgage;

     

    (xi) The
      Mortgage Note and (x) with respect to each Mortgage Loan, the related Mortgage
      and (y) with respect to each Cooperative Loan, the Pledge Agreement are genuine
      and each is the legal, valid and binding obligation of the maker thereof,
      enforceable in accordance with its terms;

     

    (xii) All
      parties to the Mortgage Note and (x) with respect to each Mortgage Loan, the
      related Mortgage and (y) with respect to each Cooperative Loan, the Pledge
      Agreement had legal capacity to enter into the Mortgage Loan and to execute
      and
      deliver the Mortgage Note and the Mortgage or Pledge Agreement, and the Mortgage
      Note and the Mortgage or Pledge Agreement have been duly and properly executed
      by such parties;

     

    (xiii) The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor and there is no obligation for the Mortgagee to advance additional
      funds thereunder and any and all requirements as to completion of any on-site
      or
      off-site improvement and as to disbursements of any escrow funds therefor have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage have been paid, and the
      Mortgagor is not entitled to any refund of any amounts paid or due to the
      Mortgagee pursuant to the Mortgage Note or Mortgage;

     

    (xiv) RWT
      is
      the sole legal, beneficial and equitable owner of the Mortgage Note and with
      respect to any Mortgage Loan which is not a Cooperative Loan, the Mortgage
      and
      with respect to any Mortgage Loan which is a Cooperative, the Pledge Agreement,
      and has full right to transfer and sell the Mortgage Loan to the Purchaser
      free
      and clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest;

     

    (xv) All
      parties which have had any interest in the Mortgage Loan, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) in compliance with any and all applicable
      “doing business” and licensing requirements of the laws of the state wherein the
      Mortgaged Property is located;

     

    (xvi) The
      Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
      title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan
      has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
      acceptable to Fannie Mae and Freddie
      Mac,
      issued
      by a title insurer acceptable to Fannie Mae and Freddie
      Mac
      and
      qualified to do business in the jurisdiction where the Mortgaged Property is
      located, insuring (subject to the exceptions contained in (x)(a) and (b), and
      with respect to any second lien Mortgage Loan (c), above) the Seller, its
      successors and assigns as to the first or second priority lien (as indicated
      on
      the Mortgage Loan Schedule) of the Mortgage in the original principal amount
      of
      the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan,
      against any loss by reason of the invalidity or unenforceability of the lien
      resulting from the provisions of the Mortgage providing for adjustment in the
      Mortgage Interest Rate and Monthly Payment provisions of the Mortgage Note.
      Additionally, such lender's title insurance policy affirmatively insures ingress
      and egress to and from the Mortgaged Property, and against encroachments by
      or
      upon the Mortgaged Property or any interest therein. The Seller is the sole
      insured of such lender's title insurance policy, and such lender’s title
      insurance policy is in full force and effect and will be in full force and
      effect upon the consummation of the transactions contemplated by the
      Redwood-First Republic Agreement. No claims have been made under such lender's
      title insurance policy, and no prior holder of the related Mortgage, including
      RWT, has done, by act or omission, anything which would impair the coverage
      of
      such lender's title insurance policy;

     

    
      
        
        

      

      
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    (xvii) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the Mortgage Note and no event which, with the passage of time
      or
      with notice and the expiration of any grace or cure period, would constitute
      a
      default, breach, violation or event of acceleration, and RWT has not waived
      any
      default, breach, violation or event of acceleration. With respect to each second
      lien Mortgage Loan (i) the first lien mortgage loan is in full force and effect,
      (ii) there is no default, breach, violation or event of acceleration existing
      under such first lien mortgage or the related mortgage note, (iii) no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event of
      acceleration thereunder, (iv) either (A) the first lien mortgage contains a
      provision which allows or (B) applicable law requires, the mortgagee under
      the
      second lien Mortgage Loan to receive notice of, and affords such mortgagee
      an
      opportunity to cure any default by payment in full or otherwise under the first
      lien mortgage, (v) the related first lien does not provide for or permit
      negative amortization under such first lien Mortgage Loan, and (vi) either
      no
      consent for the Mortgage Loan is required by the holder of the first lien or
      such consent has been obtained and is contained in the Mortgage
      File;

     

    (xviii) There
      are
      no mechanics' or similar liens or claims which have been filed for work, labor
      or material (and no rights are outstanding that under law could give rise to
      such lien) affecting the related Mortgaged Property which are or may be liens
      prior to, or equal or coordinate with, the lien of the related
      Mortgage;

     

    (xix) All
      improvements which were considered in determining the Appraised Value of the
      related Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property, except for non-conforming
      improvements that do not materially adversely affect the Appraised
      Value;

     

    (xx) The
      Mortgage Loan was originated by a savings and loan association, a savings bank,
      a commercial bank or similar banking institution which is supervised and
      examined by a federal or state authority, or by a mortgagee approved as such
      by
      the Secretary of HUD;

     

    (xxi) Principal
      payments on the Mortgage Loan commenced no more than sixty (60) days after
      the
      proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
      at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage
      Note is payable on the first day of each month in Monthly Payments, which,
      in
      the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize the
      original principal balance over the original term thereof (other than with
      respect to a Mortgage Loan identified on the related Mortgage Loan Schedule
      as
      an interest-only Mortgage Loan during the interest-only period) and to pay
      interest at the related Mortgage Interest Rate, and, in the case of an
      Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
      any
      case, are sufficient to fully amortize the original principal balance over
      the
      original term thereof (other than with respect to a Mortgage Loan identified
      on
      the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
      the
      interest-only period) and to pay interest at the related Mortgage Interest
      Rate.
      With respect to each Mortgage Loan identified on the Mortgage Loan Schedule
      as
      an interest-only Mortgage Loan, the interest-only period shall not exceed ten
      (10) years (or such other period specified on the Mortgage Loan Schedule) and
      following the expiration of such interest-only period, the remaining Monthly
      Payments shall be sufficient to fully amortize the original principal balance
      over the remaining term of the Mortgage Loan and to pay interest at the related
      Mortgage Interest Rate. No Mortgage Loan has a term greater than thirty (30)
      years. The Index for each Adjustable Rate Mortgage Loan is as set forth on
      the
      Mortgage Loan Schedule. No Mortgage Loan is a Convertible Mortgage Loan or
      a
      Balloon Mortgage Loan. No Mortgage Loan provides for negative
      amortization;

     

    
      
        
        

      

      
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    (xxii) The
      origination, servicing and collection practices used with respect to each
      Mortgage Note and Mortgage including, without limitation, the establishment,
      maintenance and servicing of the Escrow Accounts and Escrow Payments, if any,
      since origination, have been in all respects legal, proper, prudent and
      customary in the mortgage origination and servicing industry. The Mortgage
      Loan
      has been serviced by the Seller and any predecessor servicer in accordance
      with
      the terms of the Mortgage Note and Accepted Servicing Practices. With respect
      to
      escrow deposits and Escrow Payments, if any, all such payments are in the
      possession of, or under the control of, the Seller and there exist no
      deficiencies in connection therewith for which customary arrangements for
      repayment thereof have not been made. No escrow deposits or Escrow Payments
      or
      other charges or payments due the Seller have been capitalized under any
      Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
      Payments are being held by the Seller for any work on a Mortgaged Property
      which
      has not been completed;

     

    (xxiii) The
      Mortgaged Property (and with respect to any Cooperative Loan, the Cooperative
      Unit and related Project) is free of damage and waste and there is no proceeding
      pending for the total or partial condemnation thereof;

     

    (xxiv) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (a) in the case of a Mortgage designated as a
      deed
      of trust, by trustee's sale, and (b) otherwise by judicial foreclosure. The
      Mortgaged Property has not been subject to any bankruptcy proceeding or
      foreclosure proceeding and the Mortgagor has not filed for protection under
      applicable bankruptcy laws. There is no homestead or other exemption available
      to the Mortgagor which would interfere with the right to sell the Mortgaged
      Property at a trustee's sale or the right to foreclose the Mortgage. The
      Mortgagor has not notified RWT and RWT has no knowledge of any relief requested
      or allowed to the Mortgagor under the Servicemembers’ Civil Relief
      Act;

     

    (xxv) The
      Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
      in
      effect at the time the Mortgage Loan was originated and the Mortgage Note and
      Mortgage are on forms acceptable to Fannie Mae and Freddie
      Mac or to secondary investors generally;

     

    (xxvi) The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (x) above;

     

    (xxvii) The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      satisfied the standards of Fannie Mae and Freddie
      Mac,
      was on
      appraisal form 1004 or form 2055 with an interior inspection and was made and
      signed, prior to the approval of the Mortgage Loan application, by a qualified
      appraiser, duly appointed by the Seller, who had no interest, direct or indirect
      in the Mortgaged Property or in any loan made on the security thereof, whose
      compensation is not affected by the approval or disapproval of the Mortgage
      Loan
      and who met the minimum qualifications of Fannie Mae and Freddie
      Mac.
      Each
      appraisal of the Mortgage Loan was made in accordance with the relevant
      provisions of the Financial Institutions Reform, Recovery, and Enforcement
      Act
      of 1989;

     

    (xxviii) In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
      applicable law to serve as such, has been properly designated and currently
      so
      serves and is named in the Mortgage, and no fees or expenses are or will become
      payable by the Purchaser to the trustee under the deed of trust, except in
      connection with a trustee's sale after default by the Mortgagor;

     

    
      
        
        

      

      
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    (xxix) No
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
      by
      any source other than the Mortgagor or (c) contains any other similar provisions
      which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
      payment mortgage loan and the Mortgage Loan does not have a shared appreciation
      or other contingent interest feature;

     

    (xxx) The
      Mortgagor has executed a statement to the effect that the Mortgagor has received
      all disclosure materials required by applicable law with respect to the making
      of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
      adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
      and
      rescission materials with respect to Refinanced Mortgage Loans, and such
      statement is and will remain in the Mortgage File;

     

    (xxxi) RWT
      has
      no knowledge of any circumstances or condition with respect to the Mortgage,
      the
      Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can
      reasonably be expected to cause the Mortgage Loan to be an unacceptable
      investment, or adversely affect the value of the Mortgage Loan;

     

    (xxxii) No
      Mortgage Loan had an LTV or a CLTV at origination in excess of 95%. Each
      Mortgage Loan with an LTV at origination in excess of 80% is and will be subject
      to a Primary Insurance Policy, issued by a Qualified Insurer, which insures
      that
      portion of the Mortgage Loan in excess of the portion of the Appraised Value
      of
      the Mortgaged Property as required by Fannie Mae. All provisions of such Primary
      Insurance Policy have been and are being complied with, such policy is in full
      force and effect, and all premiums due thereunder have been paid. Any Mortgage
      subject to any such Primary Insurance Policy obligates the Mortgagor thereunder
      to maintain such insurance and to pay all premiums and charges in connection
      therewith. The Mortgage Interest Rate for the Mortgage Loan does not include
      any
      such insurance premium. No Mortgage Loan is subject to a lender paid primary
      mortgage insurance policy;

     

    (xxxiii) The
      Mortgaged Property is lawfully occupied under applicable law; all inspections,
      licenses and certificates required to be made or issued with respect to all
      occupied portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including but not limited to certificates of occupancy,
      have been made or obtained from the appropriate authorities;

     

    (xxxiv) No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to a Mortgage Loan has taken place on the part of any person, including
      without limitation the Mortgagor, any appraiser, any builder or developer,
      or
      any other party involved in the origination of the Mortgage Loan or in the
      application of any insurance in relation to such Mortgage Loan;

     

    (xxxv) The
      Assignment of Mortgage is in recordable form, except for the name of the
      assignee which is blank, and is acceptable for recording under the laws of
      the
      jurisdiction in which the Mortgaged Property is located;

     

    (xxxvi) Any
      principal advances made to the Mortgagor prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first or second (as indicated
      on
      the Mortgage Loan Schedule) lien priority by a title insurance policy, an
      endorsement to the policy insuring the mortgagee's consolidated interest or
      by
      other title evidence acceptable to Fannie Mae and Freddie
      Mac.
      The
      consolidated principal amount does not exceed the original principal amount
      of
      the Mortgage Loan;

     

    (xxxvii) If
      the
      Residential Dwelling on the Mortgaged Property is a condominium unit or a unit
      in a planned unit development (other than a de minimis planned unit development)
      such condominium or planned unit development project meets the eligibility
      requirements of Fannie Mae and Freddie
      Mac;

     

    (xxxviii) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    
      
        
        

      

      
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    (xxxix) The
      Mortgaged Property is in material compliance with all applicable environmental
      laws pertaining to environmental hazards including, without limitation,
      asbestos, and neither RWT nor, to RWT’s knowledge, the related Mortgagor, has
      received any notice of any violation or potential violation of such
      law;

     

    (xl) The
      Seller shall, at its own expense, cause each Mortgage Loan to be covered by
      a
      Tax Service Contract which is assignable to the Purchaser or its
      designee;

     

    (xli) Each
      Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
      to
      the Purchaser or its designee or, for each Mortgage Loan not covered by such
      Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
      Service Contract;

     

    (xlii) No
      Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
      Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
      points and fees that are equal to or exceeds the HOEPA thresholds (as defined
      in
      12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or
      any other comparable term, no matter how defined under any federal, state or
      local law, (c) subject to any comparable federal, state or local statutes or
      regulations, or any other statute or regulation providing for heightened
      regulatory scrutiny or assignee liability to holders of such mortgage loans,
      or
      (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
      E);

     

    (xliii) No
      predatory, abusive, or deceptive lending practices, including but not limited
      to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
      ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
      which has no apparent benefit to the Mortgagor, were employed in connection with
      the origination of the Mortgage Loan. Each Mortgage Loan is in compliance with
      the anti-predatory lending eligibility for purchase requirements of the Fannie
      Mae Guides;

     

    (xliv) No
      Mortgagor was required to purchase any credit insurance product (e.g., life,
      mortgage, disability, accident, unemployment or health insurance product) or
      debt cancellation agreement as a condition of obtaining the extension of credit.
      No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
      life, mortgage, disability, accident, unemployment or health insurance product)
      or debt cancellation agreement in connection with the origination of the
      Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single
      premium credit insurance policies or debt cancellation agreements as part of
      the
      origination of, or as a condition to closing, such Mortgage Loan;

     

    (xlv) The
      Mortgage Loans were not selected from the outstanding one- to four-family
      mortgage loans in the Seller’s portfolio as to which the representations and
      warranties set forth in the Redwood-First Republic Agreement could be made
      at
      the related Closing Date in a manner so as to affect adversely the interests
      of
      the Purchaser;

     

    (xlvi) The
      Mortgage contains an enforceable provision for the acceleration of the payment
      of the unpaid principal balance of the Mortgage Loan in the event that the
      Mortgaged Property is sold or transferred without the prior written consent
      of
      the mortgagee thereunder;

     

    (xlvii) Reserved.

     

    (xlviii) The
      Mortgage Loan was not prepaid in full prior to the Closing Date and RWT has
      not
      received notification from a Mortgagor that a prepayment in full shall be made
      after the Closing Date;

     

    (xlix) No
      Mortgage Loan is secured by commercial property or mixed use
      property;

     

    (l) Each
      Mortgage Loan is eligible for sale in the secondary market or for inclusion
      in a
      Securitization Transaction without unreasonable credit enhancement;

     

    (li) Except
      as
      set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
      are
      subject to a Prepayment Charge. For any Mortgage Loan originated prior to
      October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
      does not extend beyond five (5) years after the date of origination. Except
      as
      otherwise set forth on the related Mortgage Loan Schedule, for any Mortgage
      Loan
      originated on or following October 1, 2002 that is subject to a Prepayment
      Charge, such Prepayment Charge does not extend beyond three (3) years after
      the
      date of origination. With respect to any Mortgage Loan that contains a provision
      permitting imposition of a premium upon a prepayment prior to maturity: (i)
      prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium
      in exchange for a monetary benefit, including but not limited to a rate or
      fee
      reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was
      offered the option of obtaining a Mortgage Loan that did not require payment
      of
      such a premium, (iii) the prepayment premium is disclosed to the Mortgagor
      in
      the loan documents pursuant to applicable state and federal law, and (iv)
      notwithstanding any state or federal law to the contrary, the Seller shall
      not
      impose such Prepayment Charge in any instance when the mortgage loan is
      accelerated or paid off in connection with the workout of a delinquent Mortgage
      Loan or as the result of the Mortgagor's default in making the loan
      payments;

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    (lii) RWT
      has
      complied with all applicable anti-money laundering laws and regulations,
      including without limitation the USA Patriot Act of 2001 (collectively, the
      “Anti-Money Laundering Laws”); RWT has established an anti-money laundering
      compliance program as required by the Anti-Money Laundering Laws, has conducted
      the requisite due diligence in connection with the origination of each Mortgage
      Loan for purposes of the Anti-Money Laundering Laws, including with respect
      to
      the legitimacy of the applicable Mortgagor and the origin of the assets used
      by
      the said Mortgagor to purchase the Mortgaged Property, and maintains, and will
      maintain, sufficient information to identify the applicable Mortgagor for
      purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject to
      nullification pursuant to Executive Order 13224 (the “Executive Order”) or the
      regulations promulgated by the Office of Foreign Assets Control of the United
      States Department of the Treasury (the “OFAC Regulations”) or in violation of
      the Executive Order or the OFAC Regulations, and no Mortgagor is subject to
      the
      provisions of such Executive Order or the OFAC Regulations nor listed as a
      “blocked person” for purposes of the OFAC Regulations;

     

    (liii) No
      Mortgagor was encouraged or required to select a Mortgage Loan product offered
      by the Mortgage Loan's originator which is a higher cost product designed for
      less creditworthy borrowers, unless at the time of the Mortgage Loan's
      origination, such Mortgagor did not qualify taking into account credit history
      and debt to income ratios for a lower cost credit product then offered by the
      Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator.
      If, at the time of loan application, the Mortgagor may have qualified for a
      for
      a lower cost credit product then offered by any mortgage lending affiliate
      of
      the Mortgage Loan's originator, the Mortgage Loan's originator referred the
      Mortgagor's application to such affiliate for underwriting consideration. With
      respect to any Mortgage Loan, the Mortgagor was assigned the highest credit
      grade available with respect to a mortgage loan product offered by such Mortgage
      Loan’s originator, based on a comprehensive assessment of risk factors,
      including the Mortgagor’s credit history;

     

    (liv) Reserved;

     

    (lv) All
      points and fees related to each Mortgage Loan were disclosed in writing to
      the
      related Borrower in accordance with applicable state and federal laws and
      regulations. No related Borrower was charged “points and fees” (whether or not
      financed) in an amount greater than (a) $1,000 or (b) 5% of the principal amount
      of such loan, whichever is greater, such 5% limitation is calculated in
      accordance with Fannie Mae’s anti-predatory lending requirements as set forth in
      the Fannie Mae Guides. For purposes of this representation, “points and fees”
(a) include origination, underwriting, broker and finder’s fees and other
      charges that the lender imposed as a condition of making the loan, whether
      they
      are paid to the lender or a third party, and (b) exclude bona fide discount
      points, fees paid for actual services rendered in connection with the
      origination of the mortgage (such as attorneys’ fees, notaries fees and fees
      paid for property appraisals, credit reports, surveys, title examinations and
      extracts, flood and tax certifications, and home inspections); the cost of
      mortgage insurance or credit-risk price adjustments; the costs of title, hazard,
      and flood insurance policies; state and local transfer taxes or fees; escrow
      deposits for the future payment of taxes and insurance premiums; and other
      miscellaneous fees and charges that, in total, do not exceed 0.25 percent of
      the
      loan amount. All points, fees and charges (including finance charges) and
      whether or not financed, assessed, collected or to be collected in connection
      with the origination and servicing of each Mortgage Loan were disclosed in
      writing to the related Mortgagor in accordance with applicable state and federal
      laws and regulations;

     

    
      
        
        

      

      
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    (lvi) With
      respect to any Mortgage Loan which is secured by manufactured housing, if such
      Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
      requirements for inclusion in residential mortgage backed securities
      transactions rated by Standard & Poor's Ratings Services and such
      manufactured housing will be the principal residence of the Mortgagor upon
      the
      origination of the Mortgage Loan. With respect to any second lien Mortgage
      Loan,
      such lien is on a one- to four-family residence that is (or will be) the
      principal residence of the Mortgagor upon the origination of the second lien
      Mortgage Loan;

     

    (lvii) Each
      Mortgage Loan constitutes a “qualified mortgage” under
      Section 860G(a)(3)(A) of the Code and Treasury Regulation
      Section 1.860G-2(a)(1);

     

    (lviii) No
      Mortgage Loan is secured by real property or secured by a manufactured home
      located in the state of Georgia unless (x) such Mortgage Loan was originated
      prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
      the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
      Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
      defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
      Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
      applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
      occupied real property or an owner occupied manufactured home located in the
      State of Georgia was originated (or modified) on or after October 1, 2002
      through and including March 6, 2003;

     

    (lix) No
      Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
      Section 6-1, effective as of April 1, 2003;

     

    (lx) No
      Mortgage Loan (a) is secured by property located in the State of New York;
      (b)
      had an unpaid principal balance at origination of $300,000 or less, and (c)
      has
      an application date on or after April 1, 2003, the terms of which Mortgage
      Loan
      equal or exceed either the APR or the points and fees threshold for “high-cost
      home loans”, as defined in Section 6-1 of the New York State Banking
      Law;

     

    (lxi) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
      Protection Act effective July 16, 2003 (Act 1340 or 2003);

     

    (lxii) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
      loan statute effective June 24, 2003 (Ky. Rev. Stat.
      Section 360.100);

     

    (lxiii) No
      Mortgage Loan secured by property located in the State of Nevada is a “home
      loan” as defined in the Nevada Assembly Bill No. 284;

     

    (lxiv) No
      Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
      Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
      New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
      et
      seq.);

     

    (lxv) No
      Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
      and
      Equity protection Act;

     

    (lxvi) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.);

     

    (lxvii) No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.);

     

    (lxviii) No
      Loan
      that is secured by property located within the State of Maine meets the
      definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
      Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
      defined under the Maine House Bill 383 L.D. 494, effective as of September
      13,
      2003;

     

    (lxix) With
      respect to any Loan for which a mortgage loan application was submitted by
      the
      Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property in
      the
      State of Illinois which has a Loan Interest Rate in excess of 8.0% per annum
      has
      lender-imposed fees (or other charges) in excess of 3.0% of the original
      principal balance of the Loan;

     

    
      
        
        

      

      
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    (lxx) No
      Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of
      Massachusetts and for which application was taken on or after January 14th,
      2005, was made to pay off or refinance all or part of an existing home loan
      that
      was consummated within 60 months prior to the lender's receipt of an application
      for the Mortgage Loan unless there is a "borrower's interest" worksheet or
      other
      document documenting that either (1) (a) the related annual percentage rate
      at
      consummation of the Mortgage Loan did not exceed by more than 2.5 percentage
      points (for First Lien Mortgage Loans) or 3.5 percentage points (for Second
      Lien
      Mortgage Loans) the yield on United States Treasury securities having comparable
      periods of maturity to the maturity of the related Mortgage Loan as of the
      fifteenth day of the month immediately preceding the month in which the
      application for the Mortgage Loan was received by the related lender, or (b)
      the
      Mortgage Loan otherwise meets the provisions of 209 CMR 53.04(1); or (2) such
      that the Mortgage Loan is determined to be in the "borrower's interest," which
      determination incorporates the factors set forth in 209 CMR 53.04(3) for
      determining "borrower's interest," and otherwise complies in all material
      respects with the laws of the Commonwealth of Massachusetts;

     

    (lxxi) No
      Loan
      is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
      effective January 1, 2005 (Ind. Code Ann. §§ 24-9-1 et seq.);

     

    (lxxii) The
      Mortgagee has not made or caused to be made any payment in the nature of an
      “average” or “yield spread premium” to a mortgage broker or a like Person which
      has not been fully disclosed to the Mortgagor;

     

    (lxxiii) The
      sale
      or transfer of the Mortgage Loan by RWT complies with all applicable federal,
      state, and local laws, rules, and regulations governing such sale or transfer,
      including, without limitation, the Fair and Accurate Credit Transactions Act
      (“FACT Act”) and the Fair Credit Reporting Act, each as may be amended from time
      to time, and RWT has not received any actual or constructive notice of any
      identity theft, fraud, or other misrepresentation in connection with such
      Mortgage Loan or any party thereto;

     

    (lxxiv) With
      respect to each second lien Mortgage Loan, either no consent for the Mortgage
      Loan is required by the holder of the first lien or such consent has been
      obtained and is contained in the Mortgage File;

     

    (lxxv) No
      Mortgagor agreed to submit to arbitration to resolve any dispute arising out
      of
      or relating in any way to the Mortgage Loan transaction. No Mortgage Loan is
      subject to any mandatory arbitration;

     

    (lxxvi) With
      respect to each Cooperative Loan, each Pledge Agreement creates a valid,
      enforceable and subsisting first security interest in the collateral securing
      the related Mortgage Note subject only to (a) the lien of the related
      Cooperative for unpaid assessments representing the Mortgagor's pro rata share
      of the Cooperative's payments for its blanket mortgage, current and future
      real
      property taxes, insurance premiums, maintenance fees and other assessments
      to
      which like collateral is commonly subject and (b) other matters to which like
      collateral is commonly subject which do not materially interfere with the
      benefits of the security intended to be provided by the Pledge Agreement;
      provided, however, that the appurtenant Proprietary Lease may be subordinated
      or
      otherwise subject to the lien of any mortgage on the Project. There are no
      liens
      against or security interests in the collateral which have priority over the
      lender's security interest in the collateral, and such priority interest cannot
      be created in the future;

     

    (lxxvii) With
      respect to each Cooperative Loan, all parties to the Mortgage Note and the
      Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
      the
      Pledge Agreement, the Proprietary Lease, the Stock Power, the Recognition
      Agreement, the Financing Statement and the Assignment of the Proprietary Lease
      and such documents have been duly and properly executed by such parties. Each
      Stock Power (i) has all signatures guaranteed or (ii) if all signatures are
      not
      guaranteed, then such Cooperative Shares will be transferred by the stock
      transfer agent of the Cooperative if the Seller undertakes to convert the
      ownership of the collateral securing the related Cooperative Loan;

     

    (lxxviii) With
      respect to each Cooperative Loan, there is no default in complying with the
      terms of the Mortgage Note, the Pledge Agreement and the Proprietary Lease
      and
      all maintenance charges and assessments (including assessments payable in the
      future installments, which previously became due and owing) have been paid.
      The
      Seller has the right under the terms of the Mortgage Note, Pledge Agreement
      and
      Recognition Agreement to pay any maintenance charges or assessments owed by
      the
      Mortgagor;

     

    
      
        
        

      

      
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    (lxxix) With
      respect to each Cooperative Loan, a Cooperative Lien Search has been made by
      a
      company competent to make the same which company is acceptable to FNMA and
      qualified to do business in the jurisdiction where the Cooperative Apartment
      is
      located;

     

    (lxxx) With
      respect to each Cooperative Loan, each Pledge Agreement contains enforceable
      provisions such as to render the rights and remedies of the holder thereof
      adequate for the realization of the benefits of the security provided thereby.
      The Pledge Agreement contains an enforceable provision for the acceleration
      of
      the payment of the unpaid principal balance of the Mortgage Note in the event
      the Cooperative Apartment is transferred or sold without the consent of the
      holder thereof. 

     

    (lxxxi) In
      the
      case of a Cooperative Loan, the related Cooperative Apartment, is lawfully
      occupied under applicable law; all inspections, licenses and certificates
      required to be made or issued with respect to all occupied portions of the
      Cooperative Apartment and the related Project and, with respect to the use
      and
      occupancy of the same, including but not limited to certificates of occupancy,
      have been made or obtained from the appropriate authorities;

     

    (lxxxii) With
      respect to each Cooperative Loan, (i) the terms of the related Proprietary
      Lease
      is longer than the terms of the Cooperative Loan, (ii) there is no provision
      in
      any Proprietary Lease which requires the Mortgagor to offer for sale the
      Cooperative Shares owned by such Mortgagor first to the Cooperative, (iii)
      there
      is no prohibition in any Proprietary Lease against pledging the Cooperative
      Shares or assigning the Proprietary Lease and (iv) the Recognition Agreement
      is
      on a form of agreement published by the Aztech Document Systems, Inc. or
      includes provisions which are no less favorable to the lender than those
      contained in such agreement; and

     

    (lxxxiii) With
      respect to each Cooperative Loan, each original UCC financing statement,
      continuation statement or other governmental filing or recordation necessary
      to
      create or preserve the perfection and priority of the first priority lien and
      security interest in the Cooperative Shares and Proprietary Lease has been
      timely and properly made. Any security agreement, chattel mortgage or equivalent
      document related to the Cooperative Loan establishes in RWT a valid and
      subsisting perfected first lien on and security interest in the Mortgaged
      Property described therein, and RWT has full right to sell and assign the
      same.

     

    
      
        
        

      

      
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              XIII.

            	
              Mortgage
                Loans purchased under the Master Mortgage Loan Purchase Agreement,
                dated
                as of June 1, 2006, among RWT Holdings, Inc., as Purchaser, Merrill
                Lynch
                Credit Corporation, as the Loan Seller, and Merrill Lynch Funding
                Corporation, as the Participation Seller (the “RWT-Merrill
                Agreement”)

            


    

     

    With
      respect to each Mortgage Loan, RWT hereby makes the following representations
      and warranties. Such representations and warranties speak as of the Closing
      Date
      with respect to the Mortgage Loans (as such capitalized terms are defined in
      the
      Pooling and Servicing Agreement), unless otherwise indicated. Capitalized terms
      are as defined in this Schedule A or in the RWT-Merrill
      Agreement.

     

    (i)
      The
      information set forth in the Mortgage Loan Schedule is true and correct in
      all
      material respects and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (ii)
      As
      of the
      related Closing Date, the Mortgage Loan is not delinquent in payment more than
      29 days and no payment for a Mortgage Loan has been dishonored; the Mortgage
      Loan has never been delinquent in payment for more than 59 days and has not
      more
      than once during the twelve months preceding the Cut-Off Date been delinquent
      in
      payment for more than 30 days; there are no material defaults under the terms
      of
      the Mortgage Loan; RWT has not advanced funds, or induced, solicited or
      knowingly received any advance of funds from a party other than the owner of
      the
      Mortgaged Property subject to the Mortgage, directly or indirectly, for the
      payment of any amount required by the Mortgage Loan;

     

    (iii)
      To
      the
      best of RWT's knowledge, there are no delinquent taxes or other outstanding
      charges affecting the related Mortgaged Property which would permit a taxing
      authority to initiate foreclosure proceedings against the Mortgaged
      Property;

     

    (iv)
      The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments contained in the Mortgage
      File, the substance of which waiver, alteration or modification is reflected
      on
      the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in
      part,
      except in connection with an assumption agreement which assumption agreement
      is
      part of the Mortgage File and the terms of which are reflected in the Mortgage
      Loan Schedule;

     

    (v)
      The
      Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject
      to any right of rescission, set-off, counterclaim or defense, including the
      defense of usury, nor will the operation of any of the terms of the Mortgage
      Note and the Mortgage, or the exercise of any right thereunder, render the
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury
      and
      to the best of RWT's knowledge, no such right of rescission, set-off,
      counterclaim or defense has been asserted by any Person other than the obligor
      with respect thereto;

     

    (vi)
      Pursuant
      to the terms of the Mortgage, all buildings or other improvements upon the
      Mortgaged Property are insured by a generally acceptable insurer against loss
      by
      fire, hazards of extended coverage and such other hazards as are customary
      in
      the area where the Mortgaged Property is located. If required by the Flood
      Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by
      a
      flood insurance policy meeting the requirements of the current guidelines of
      the
      Federal Insurance Administration. All individual insurance policies contain
      a
      standard mortgagee clause naming the Loan Seller and its successors and assigns
      as mortgagee, and all premiums thereon have been paid. The Mortgage obligates
      the Mortgagor thereunder to maintain the hazard insurance policy at the
      Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
      authorizes the holder of the Mortgage to obtain and maintain such insurance
      at
      such Mortgagor’s cost and expense, and to seek reimbursement therefor from the
      Mortgagor. Where required by state law or regulation, the Mortgagor has been
      given an opportunity to choose the carrier of the required hazard insurance,
      provided the policy is not a “master” or “blanket” hazard insurance policy
      covering a condominium or any hazard insurance policy covering the common
      facilities of a planned unit development. To the best of RWT’s knowledge the
      hazard insurance policy is the valid and binding obligation of the insurer,
      is
      in full force and effect, and will be in full force and effect and insure to
      the
      benefit of the Purchaser upon the consummation of the transactions contemplated
      by the RWT-Merrill Agreement. RWT has not engaged in, and has no knowledge
      of
      the Mortgagor’s having engaged in, any act or omission which would impair the
      coverage of any such policy, the benefits of the endorsement provided for
      herein, or the validity and binding effect of either including, without
      limitation, no unlawful fee, commission, kickback or other unlawful compensation
      or value of any kind has been or will be received, retained or realized by
      any
      attorney, firm or other person or entity, and no such unlawful items have been
      received, retained or realized by RWT;

     

    
      
        
        

      

      
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    (vii)
      At
      the
      time of origination of such Mortgage Loan and thereafter, all requirements
      of
      any federal, state or local law including, without limitation, usury,
      truth-in-lending, real estate settlement procedures, consumer credit protection,
      equal credit opportunity or disclosure laws required to be complied with by
      the
      Loan Seller as the originator of the Mortgage Loan and applicable to the
      Mortgage Loan have been complied with in all material respects;

     

    (viii)
      The
      Mortgage has not been satisfied as of the Closing Date, canceled or
      subordinated, in whole, or rescinded, and the Mortgaged Property has not been
      released from the lien of the Mortgage, in whole or in part (except for a
      release that does not materially impair the security of the Mortgage Loan or
      a
      release the effect of which is reflected in the Loan-to-Value Ratio for the
      Mortgage Loan as set forth in the Mortgage Loan Schedule), nor to the best
      of
      RWT's knowledge has any instrument been executed that would effect any such
      release, cancellation, subordination or rescission;

     

    (ix)
      Ownership
      of the Mortgaged Property is held in fee simple or a leasehold estate. With
      respect to Mortgage Loans that are secured by a leasehold estate, (i) the lease
      is valid, in full force and effect, and conforms to all FNMA’s requirements for
      leasehold estates; (ii) all rents and other payments due under the lease have
      been paid; (iii) the lessee is not in default under any provision of the lease;
      (iv) the term of the lease exceeds the maturity date of the related Mortgage
      Loan by at least five (5) years; and (v) the terms of the lease provide a
      Mortgagee with an opportunity to cure any defaults. Except as permitted by
      the
      fourth sentence of this paragraph (ix), the Mortgage is a valid, subsisting
      and
      enforceable first lien on the Mortgaged Property, including all buildings on
      the
      Mortgaged Property and all installations and mechanical, electrical, plumbing,
      heating and air conditioning systems affixed to such buildings, and all
      additions, alterations and replacements made at any time with respect to the
      foregoing securing the Mortgage Note's original principal balance. The Mortgage
      and the Mortgage Note do not contain any evidence on their face of any security
      interest or other interest or right thereto. Such lien is free and clear of
      all
      adverse claims, liens and encumbrances having priority over the first lien
      of
      the Mortgage subject only to (1) the lien of non-delinquent current real
      property taxes and assessments not yet due and payable, (2) covenants,
      conditions and restrictions, rights of way, easements and other matters of
      the
      public record as of the date of recording which are acceptable to mortgage
      lending institutions generally, or which are specifically referred to in the
      lender's title insurance policy delivered to the originator of the Mortgage
      Loan
      and either (A) which are referred to or otherwise considered in the appraisal
      made for the originator of the Mortgage Loan, or (B) which do not in the
      aggregate adversely affect the appraised value of the Mortgaged Property as
      set
      forth in such appraisal, and (3) other matters to which like properties are
      commonly subject which do not in the aggregate materially interfere with the
      benefits of the security intended to be provided by the Mortgage or the use,
      enjoyment, value or marketability of the related Mortgaged Property. Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with the Mortgage Loan establishes and creates a valid,
      subsisting and enforceable first lien and first priority security interest
      on
      the property described therein. With respect to each Cooperative Loan, the
      security instruments create a valid, enforceable and subsisting first priority
      security interest in the Cooperative Apartment securing the related Mortgage
      Note subject only to (a) the lien of the related cooperative for current, but
      not yet due and payable, assignments representing the Mortgagor’s pro rata share
      of payments for a blanket mortgage, if any, current, but not yet due and
      payable, and future real property taxes, insurance premiums, maintenance fees
      and other assessments to which like collateral is commonly subject, and (b)
      other matters to which the collateral is commonly subject which do not
      materially interfere with the benefits of the security intended to be provided;
      provided, however, that the related proprietary lease for the Cooperative
      Apartment may be subordinated or otherwise subject to the lien of a Mortgage
      on
      the cooperative building;

     

    
      
        
        

      

      
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    (x)
      The
      Mortgage Note is not subject to a third party's security interest or other
      rights or interest therein;

     

    (xi)
      The
      Mortgage Note and the Mortgage and any other agreement executed and delivered
      by
      a Mortgagor in connection with a Mortgage Loan are genuine, and each is the
      legal, valid and binding obligation of the maker thereof enforceable in
      accordance with its terms. All parties to the Mortgage Note, the Mortgage and
      any other such related agreement had legal capacity to enter into the Mortgage
      Loan and to execute and deliver the Mortgage Note, the Mortgage and any such
      agreement, and the Mortgage Note, the Mortgage and any other such related
      agreement have been duly and properly executed by other such related parties.
      No
      fraud, error, omission, misrepresentation, or negligence with respect to a
      Mortgage Loan has taken place on the part of any Person, including without
      limitation, the Mortgagor, any appraiser, any builder or developer, or any
      other
      party involved in the origination of the Mortgage Loan. The Mortgage Loan has
      been closed and the proceeds of the Mortgage Loan have been fully disbursed
      and
      there is no requirement for future advances thereunder, and any and all
      requirements as to completion of any on-site or off-site improvement and as
      to
      disbursements of any escrow funds therefor have been complied with. All costs,
      fees and expenses incurred in making or closing the Mortgage Loan and the
      recording of the Mortgage were paid, and the Mortgagor is not entitled to any
      refund of any amounts paid or due under the Mortgage Note or
      Mortgage;

     

    (xii)
      Immediately
      prior to the transfer and assignment to the Purchaser, the Mortgage Note and
      the
      Mortgage were not subject to an assignment or pledge, and RWT had good title
      to
      and was the sole owner thereof and had full right to transfer and sell the
      Mortgage Loan free and clear of any encumbrance, equity, lien, pledge, charge,
      claim or security interest, including, to the best knowledge of RWT, any lien,
      claim or other interest arising by operation of law;

     

    (xiii)
      The
      Mortgage Loan is covered by either (i) an attorney’s opinion of title and
      abstract of title, the form and substance of which is acceptable to prudent
      mortgage lending institutions making mortgage loans in the area wherein the
      Mortgaged Property is located or (ii) an ALTA lender’s title insurance policy or
      other generally acceptable form of policy or insurance acceptable to FNMA or
      FHLMC and each such title insurance policy is issued by a title insurer
      acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction
      where the Mortgaged Property is located, insuring the Loan Seller, its
      successors and assigns, as to the first priority lien of the Mortgage in the
      original principal amount of the Mortgage Loan, subject only to the exception
      contained in clauses (1), (2) and (3) of paragraph (ix) of this Section 5,
      and
      in the case of adjustable rate Mortgage Loans, against any loss by reason of
      the
      invalidity or unenforceability of the lien resulting from the provisions of
      the
      Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly
      Payment. Where required by state law or regulation, the Mortgagor has been
      given
      the opportunity to choose the carrier of the required mortgage title insurance.
      Additionally, such lender’s title insurance policy insures against encroachments
      by or upon the Mortgaged Property. The Loan Seller, its successor and assigns,
      are the sole insureds of such lender’s title insurance policy, and such lender’s
      title insurance policy is valid and remains in full force and effect and will
      be
      in force and effect upon the consummation of the transactions contemplated
      by
      the RWT-Merrill Agreement. No claims have been made under such lender’s title
      insurance policy, and to the best of Loan Seller’s knowledge no prior holder of
      the related Mortgage, including RWT, has done, by act or omission, anything
      which would impair the coverage of such lender’s title insurance policy,
      including without limitation, no unlawful fee, commission, kickback or other
      unlawful compensation or value of any kind has been or will be received,
      retained or realized by any attorney, firm or other person or entity, and no
      such unlawful items have been received, retained or realized by
      RWT;

     

    
      
        
        

      

      
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    (xiv)
      There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration, except
      for any Mortgage Loan payment which is not late by more than 30 days, and RWT
      has not waived any default, breach, violation or event permitting
      acceleration;

     

    (xv)
      As
      of the
      date of origination or purchase or the Mortgage Loans by RWT there were no
      mechanics' or similar liens or claims which had been filed for work, labor
      or
      material (and, to the best of RWT's knowledge, no rights are outstanding that
      under law could give rise to such lien) affecting the related Mortgaged Property
      which are or may be liens prior to, or equal or coordinate with, the lien of
      the
      related Mortgage;

     

    (xvi)
      All
      improvements subject to the Mortgage lay wholly within the boundaries and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in paragraph (xiii) above
      and
      all improvements on the property comply with all applicable zoning and
      subdivision laws and ordinances;

     

    (xvii)
      Each
      Mortgage Loan (except for the Mortgage Loans referred to in the next sentence)
      was originated by the Loan Seller, and at the time of each such origination
      the
Loan
      Seller
      was a mortgagee approved by the Secretary of Housing and Urban Development
      (the
“Secretary”) pursuant to Sections 203 and 211 of the National Housing Act. Each
      Mortgage Loan was underwritten in accordance with the Underwriting Guide as
      in
      effect at the time of origination, except to the extent the Loan Seller believed
      at such time that a variance from such Underwriting Guide was warranted by
      compensating factors with respect to such Mortgage Loan. The Mortgage contains
      the usual and customary provision of the Loan Seller at the time of origination
      for the acceleration of the payment of the unpaid principal balance of the
      Mortgage Loan if the related Mortgaged Property is sold without the prior
      consent of the mortgagee thereunder;

     

    (xviii)
      The
      Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
      windstorm, flood, tornado, or other casualty which damage is not fully insured
      against by a current and active insurance policy (or at least insured up to
      the
      outstanding principal balance of the Mortgage Loan) and, to the best of RWT’s
      knowledge is in good repair. There have not been any condemnation proceedings
      with respect to the Mortgaged Property and there are no pending
      proceedings;

     

    (xix)
      The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided thereby,
      including, (1) in the case of a Mortgage designated as a deed of trust, by
      trustee's sale or judicial foreclosure, and (2) otherwise by judicial
      foreclosure. RWT has no knowledge of any homestead or other exemption available
      to the Mortgagor which would interfere with the right to sell the Mortgaged
      Property at a trustee's sale or the right to foreclose the
      Mortgage;

     

    
      
        
        

      

      
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    (xx)
      If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified if required
      under applicable law to act as such, has been properly designated and currently
      so serves and is named in the Mortgage, and no fees or expenses are or will
      become payable to the trustee under the deed of trust, except in connection
      with
      a trustee's sale or attempted sale after default by the Mortgagor;

     

    (xxi)
      The
      Mortgage File contains an appraisal of the related Mortgage Property signed
      prior to the approval of the Mortgage Loan application by a qualified appraiser,
      duly appointed by the Loan Seller, who had no interest, direct or indirect
      in
      the Mortgaged Property or in any loan made on the security thereof, and whose
      compensation is not affected by the approval or disapproval of the Mortgage
      Loan, and the appraisal and appraiser both satisfy the requirements of FNMA
      or
      FHLMC and any applicable requirement of Title XI of the Federal Institutions
      Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
      thereunder, all as in effect on the date the Mortgage Loan was
      originated;

     

    (xxii)
      No
      Mortgage Loan contains “subsidized buydown” or “graduated payment”
features;

     

    (xxiii)
      The
      Mortgaged Property is a single-family (one- to four-unit) dwelling residence
      erected thereon, or an individual condominium unit in a condominium, a
      cooperative, or an individual unit in a planned unit development or in a de
      minimis planned unit development. No such residence is a mobile home or a
      manufactured dwelling which is not permanently attached to the
      land;

     

    (xxiv)
      Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity and disclosure laws applicable
      to
      the Mortgage Loan have been complied with, the consummation of the transactions
      contemplated hereby will not involve the violation of any such laws or
      regulations, and the Loan Seller shall maintain in its possession, available
      for
      the Purchaser's inspection, and shall deliver to the Purchaser upon demand,
      evidence of compliance with all such requirements; The Mortgagor has received
      all disclosure materials required by Section 226 19(b) of the Federal Reserve
      Board's Regulation Z and otherwise required by applicable law with respect
      to
      the making of adjustable rate mortgage loans;

     

    (xxv)
      There
      are
      no circumstances or conditions with respect to the Mortgage, the Mortgaged
      Property, the Mortgage File, or, to the best of Loan Seller’s knowledge, the
      Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to
      cause private institutional investors to regard the Mortgage Loan as an
      unacceptable investment, cause the Mortgage to become delinquent, or adversely
      affect the value or marketability of the Mortgage Loan;

     

    (xxvi)
      No
      Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
      1994
      and no Mortgage Loan is “high cost” as defined by any applicable federal, state
      or local predatory or abusive lending law, and no mortgage loan is a “high cost”
or “covered” mortgage loan, as applicable (as such terms are defined in the then
      current Standard and Poor’s LEVELS Glossary which is now Version 6.0, Appendix
      E);

     

    (xxvii)
      Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state and federal laws, including, but not limited to, all
      applicable predatory or abusive lending laws;

     

    (xxviii)
      The
      Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
      required to be delivered for each Mortgage Loan pursuant to Section 3(b) have
      been or shall be delivered to the Custodian pursuant to Section 3(b). The Loan
      Seller is in possession of a Mortgage File as described in Exhibit
      1
      hereto,
      which contains the applicable documents described in Exhibit 1 for the
      applicable loan program, except for such documents the originals of which have
      been delivered to the Custodian. Except for the absence of recording
      information, the Assignment of Mortgage is in recordable form and is acceptable
      for recording under the laws of the jurisdiction in which the Mortgaged Property
      is located;

     

    
      
        
        

      

      
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    (xxix)
      To
      the
      best of the Seller's knowledge, as of the date of origination of the Mortgage
      Loan, there does not exist on the related Mortgaged Property any hazardous
      substances, hazardous wastes, or solid wastes, as such terms are defined in
      the
      Comprehensive Environmental
      Response, Compensation, and Liability Act, the Resource Conservation and
      Recovery Act of 1976, or other federal, state or local environmental
      legislation;

     

    (xxx)
      With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule;

     

    (xxxi)
      With
      respect to each MERS Mortgage Loan, RWT has not received any notice of liens
      or
      legal actions with respect to such Mortgage Loan and no such notices have been
      electronically posted on the MERS System;

     

    (xxxii)
      None
      of
      the proceeds of any Mortgage Loan were used to finance the purchase of single
      premium credit insurance policies;

     

    (xxxiii)
      No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (xxxiv) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC;

    


    (xxxv) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans; and


     

    (xxxvi) 
      No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act, which became effective October
      1,
      2002.

     

    
      
        
        

      

      
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              XIV.

            	
              With
                respect to Mortgage Loans purchased under the Mortgage Loan Purchase
                and
                Sale Agreement, dated as of April 1, 2004, between GMAC and American
                Mortgage Network, Inc. (the “GMAC-AmNet
                Agreement”)

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the GMAC-AmNet
      Agreement.

    


    (a) Mortgage
      Loans as Described.
      The
      information set forth in the related Mortgage Loan Schedule is complete, true
      and correct and the information
      provided to the rating agencies, including the loan level detail, is true and
      correct according to the rating agency requirements;

     

    (b) Payments
      Current.
      All
      payments required to be made up to the related Closing Date for the Mortgage
      Loan under the terms of the Mortgage Note have been made and credited. No
      payment required under the Mortgage Loan is 30 days or more delinquent nor
      has
      any payment under the Mortgage Loan been 30 days or more delinquent at any
      time
      since the origination of the Mortgage Loan;

     

    (c) No
      Outstanding Charges.
      There
      are no defaults in complying with the terms of the Mortgage, and all taxes,
      governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or an escrow of funds has been established in an amount
      sufficient to pay for every such item which remains unpaid and which has been
      assessed but is not yet due and payable. The Seller has not advanced funds, or
      induced, solicited or knowingly received any advance of funds by a party other
      than the Mortgagor, directly or indirectly, for the payment of any amount
      required under the Mortgage Loan, except for interest accruing from the date
      of
      the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
      whichever is earlier, to the day which precedes by one month the related Due
      Date of the first installment of principal and interest;

     

    (d) Original
      Terms Unmodified.
      The
      terms of the Mortgage Note and Mortgage have not been impaired, waived, altered
      or modified in any respect, from the date of origination except by a written
      instrument which has been recorded, if necessary to protect the interests of
      the
      Purchaser, and which has been delivered to the Custodian or to such other Person
      as the Purchaser shall designate in writing, and the terms of which are
      reflected in the related Mortgage Loan Schedule. The substance of any such
      waiver, alteration or modification has been approved by the issuer of any
      related PMI Policy and the title insurer, if any, to the extent required by
      the
      policy, and its terms are reflected on the related Mortgage Loan Schedule,
      if
      applicable. No Mortgagor has been released, in whole or in part, except in
      connection with an assumption agreement, approved by the issuer of any related
      PMI Policy and the title insurer, to the extent required by the policy, and
      which assumption agreement is part of the Mortgage Loan File delivered to the
      Custodian or to such other Person as the Purchaser shall designate in writing
      and the terms of which are reflected in the related Mortgage Loan
      Schedule;

     

    (e) No
      Defenses.
      The
      Mortgage Loan is not subject to any right of rescission, setoff, counterclaim
      or
      defense, including without limitation the defense of usury, nor will the
      operation of any of the terms of the Mortgage Note or the Mortgage, or the
      exercise of any right thereunder, render either the Mortgage Note or the
      Mortgage unenforceable, in whole or in part and no such right of rescission,
      set-off, counterclaim or defense has been asserted with respect
      thereto;

     

    (f) Hazard
      Insurance.
      Pursuant to the terms of the Mortgage, all buildings or other improvements
      upon
      the Mortgaged Property are insured by a generally acceptable insurer against
      loss by fire, hazards of extended coverage and such other hazards as are
      provided for in the Underwriting Guidelines. If required by the National Flood
      Insurance Act of 1968, as amended, each Mortgage Loan is covered by a flood
      insurance policy meeting the requirements of the current guidelines of the
      Federal Insurance Administration as in effect which policy conforms with the
      Underwriting Guidelines. All individual insurance policies contain a standard
      mortgagee clause naming the Seller and its successors and assigns as mortgagee,
      and all premiums thereon have been paid. The Mortgage obligates the Mortgagor
      thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and
      expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
      Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and
      expense, and to seek reimbursement therefor from the Mortgagor. Where required
      by state law or regulation, the Mortgagor has been given an opportunity to
      choose the carrier of the required hazard insurance, provided the policy is
      not
      a “master” or “blanket” hazard insurance policy covering a condominium, or any
      hazard insurance policy covering the common facilities of a planned unit
      development. The hazard insurance policy is the valid and binding obligation
      of
      the insurer, is in full force and effect, and will be in full force and effect
      and inure to the benefit of the Purchaser upon the consummation of the
      transactions contemplated by the GMAC-AmNet Agreement. The Seller has not
      engaged in, and has no knowledge of the Mortgagor’s having engaged in, any act
      or omission which would impair the coverage of any such policy, the benefits
      of
      the endorsement provided for herein, or the validity and binding effect of
      either including, without limitation, no unlawful fee, commission, kickback
      or
      other unlawful compensation or value of any kind has been or will be received,
      retained or realized by any attorney, firm or other person or entity, and no
      such unlawful items have been received, retained or realized by the
      Seller;

     

    
      
        
        

      

      
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    (g) Compliance
      with Applicable Laws.
      Any and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth- in- lending, real estate settlement procedures,
      consumer credit protection, equal credit opportunity, predatory lending, and
      disclosure laws applicable to the Mortgage Loan have been complied with, the
      consummation of the transactions contemplated hereby will not involve the
      violation of any such laws or regulations, and the Seller shall maintain in
      its
      possession, available for the Purchaser’s inspection, and shall deliver to the
      Purchaser upon demand, evidence of compliance with all such
      requirements;

     

    (h) No
      Satisfaction of Mortgage.
      The
      Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. The
      Seller has not waived the performance by the Mortgagor of any action, if the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has the Seller waived any default resulting from any action
      or
      inaction by the Mortgagor;

     

    (i) Type
      of Mortgaged Property.
      With
      respect to a Mortgage Loan that is not a Co-op Loan and is not secured by an
      interest in a leasehold estate, the Mortgaged Property is a fee simple estate
      that consists of a single parcel of real property with a detached single family
      residence erected thereon, or a two- to four-family dwelling, or an individual
      residential condominium unit in a condominium project, or an individual unit
      in
      a planned unit development, or an individual unit in a residential cooperative
      housing corporation; provided, however, that any condominium unit, planned
      unit
      development or residential cooperative housing corporation shall conform with
      the Underwriting Guidelines. No portion of the Mortgaged Property (or Underlying
      Mortgaged Property, in the case of a Co-op Loan) is used for commercial
      purposes, and since the date of origination, no portion of the Mortgaged
      Property has been used for commercial purposes; provided, that Mortgaged
      Properties which contain a home office shall not be considered as being used
      for
      commercial purposes as long as the Mortgaged Property has not been altered
      for
      commercial purposes and is not storing any chemicals or raw materials other
      than
      those commonly used for homeowner repair, maintenance and/or household purposes.
      None of the Mortgaged Properties are Manufactured Homes, log homes, mobile
      homes, geodesic domes or other unique property types;

     

    (j) Valid
      First Lien.
      The
      Mortgage is a valid, subsisting, enforceable and perfected, first lien on the
      Mortgaged Property, including all buildings and improvements on the Mortgaged
      Property and all installations and mechanical, electrical, plumbing, heating
      and
      air conditioning systems located in or annexed to such buildings, and all
      additions, alterations and replacements made at any time with respect to the
      foregoing. The lien of the Mortgage is subject only to:

     

    
      
        
        

      

      
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              (i)

            	
              the
                lien of current real property taxes and assessments not yet due and
                payable;

            


    

    

      
        	 	
                (ii)

              	
                covenants,
                  conditions and restrictions, rights of way, easements and other
                  matters of
                  the public record as of the date of recording acceptable to prudent
                  mortgage lending institutions generally and specifically referred
                  to in
                  the lender’s title insurance policy delivered to the originator of the
                  Mortgage Loan and (a) specifically referred to or otherwise considered
                  in
                  the appraisal made for the originator of the Mortgage Loan or (b)
                  which do
                  not adversely affect the Appraised Value of the Mortgaged Property
                  set
                  forth in such appraisal; and

              


      

       

      
        	 	
                (iii)

              	
                other
                  matters to which like properties are commonly subject which do
                  not
                  materially interfere with the benefits of the security intended
                  to be
                  provided by the Mortgage or the use, enjoyment, value or marketability
                  of
                  the related Mortgaged Property. 

              


      

       

      Any
        security agreement, chattel mortgage or equivalent document related to and
        delivered in connection with the Mortgage Loan establishes and creates a
        valid,
        subsisting, enforceable and perfected first lien and first priority security
        interest on the property described therein and the Seller has full right
        to sell
        and assign the same to the Purchaser.

       

      With
        respect to any Co-op Loan, the related Mortgage is a valid, subsisting and
        enforceable first priority security interest on the related cooperative shares
        securing the Mortgage Note, subject only to (a) liens of the related residential
        cooperative housing corporation for unpaid assessments representing the
        Mortgagor’s pro rata share of the related residential cooperative housing
        corporation’s payments for its blanket mortgage, current and future real
        property taxes, insurance premiums, maintenance fees and other assessments
        to
        which like collateral is commonly subject and (b) other matters to which
        like
        collateral is commonly subject which do not materially interfere with the
        benefits of the security interest intended to be provided by the related
        Security Agreement;

       

      (k) Validity
        of Mortgage Documents.
        The
        Mortgage Note and the Mortgage and any other agreement executed and delivered
        by
        a Mortgagor in connection with a Mortgage Loan are genuine, and each is the
        legal, valid and binding obligation of the maker thereof enforceable in
        accordance with its terms. All parties to the Mortgage Note, the Mortgage
        and
        any other such related agreement had legal capacity to enter into the Mortgage
        Loan and to execute and deliver the Mortgage Note, the Mortgage and any such
        agreement, and the Mortgage Note, the Mortgage and any other such related
        agreement have been duly and properly executed by other such related parties.
        No
        fraud, error, omission, misrepresentation, negligence or similar occurrence
        with
        respect to a Mortgage Loan has taken place on the part of the Seller in
        connection with the origination of the Mortgage Loan or in the application
        of
        any insurance in relation to such Mortgage Loan. No fraud, error, omission,
        misrepresentation, negligence or similar occurrence with respect to a Mortgage
        Loan has taken place on the part of any Person, including without limitation,
        the Mortgagor, any appraiser, any builder or developer, or any other party
        involved in the origination of the Mortgage Loan or in the application for
        any
        insurance in relation to such Mortgage Loan. The Seller has reviewed all
        of the
        documents constituting the Servicing File and has made such inquiries as
        it
        deems necessary to make and confirm the accuracy of the representations set
        forth herein;

       

      (l) Full
        Disbursement of Proceeds.
        The
        Mortgage Loan has been closed and the proceeds of the Mortgage Loan have
        been
        fully disbursed and there is no requirement for future advances thereunder,
        and
        any and all requirements as to completion of any on-site or off-site improvement
        and as to disbursements of any escrow funds therefor have been complied with.
        All costs, fees and expenses incurred in making or closing the Mortgage Loan
        and
        the recording of the Mortgage were paid, and the Mortgagor is not entitled
        to
        any refund of any amounts paid or due under the Mortgage Note or
        Mortgage;

       

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      

       

    

    (m) Ownership.
      The
      Seller is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage
      Loans to the Purchaser, the Seller will retain the Mortgage Files or any part
      thereof with respect thereto not delivered to the Custodian, the Purchaser
      or
      the Purchaser’s designee, in trust only for the purpose of servicing and
      supervising the servicing of each Mortgage Loan. The Mortgage Loan is not
      assigned or pledged, and the Seller has good, indefeasible and marketable title
      thereto, and has full right to transfer and sell the Mortgage Loan to the
      Purchaser free and clear of any encumbrance, equity, participation interest,
      lien, pledge, charge, claim or security interest, and has full right and
      authority subject to no interest or participation of, or agreement with, any
      other party, to sell and assign each Mortgage Loan pursuant to the GMAC-AmNet
      Agreement and following the sale of each Mortgage Loan, the Purchaser will
      own
      such Mortgage Loan free and clear of any encumbrance, equity, participation
      interest, lien, pledge, charge, claim or security interest. The Seller intends
      to relinquish all rights to possess, control and monitor the Mortgage Loan.
      After the related Closing Date, the Seller will have no right to modify or
      alter
      the terms of the sale of the Mortgage Loan and the Seller will have no
      obligation or right to repurchase the Mortgage Loan, except as provided in
      the
      GMAC-AmNet Agreement;

     

    (n) Doing
      Business.
      All
      parties which have had any interest in the Mortgage Loan, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (1) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (2) either (i) organized under the laws of such state,
      or (ii) qualified to do business in such state, or (iii) a federal savings
      and
      loan association, a savings bank or a national bank having a principal office
      in
      such state, or (3) not doing business in such state; 

     

    (o) LTV,
      PMI Policy.
      No
      Mortgage Loan has an LTV greater than 100%. Any Mortgage Loan that had at the
      time of origination an LTV in excess of 80% is insured as to payment defaults
      by
      a PMI Policy. Any PMI Policy in effect covers the related Mortgage Loan for
      the
      life of such Mortgage Loan, subject to applicable law. All provisions of such
      PMI Policy have been and are being complied with, such policy is in full force
      and effect, and all premiums due thereunder have been paid and shall be paid
      in
      accordance with policy requirements. No action, inaction, or event has occurred
      and no state of facts exists that has, or will result in the exclusion from,
      denial of, or defense to coverage. Any Mortgage Loan subject to a PMI Policy
      obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all
      premiums and charges in connection therewith. The Mortgage Interest Rate for
      the
      Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of
      any
      such insurance premium; 

     

    (p) Title
      Insurance.
      With
      respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage Loan is
      covered by an ALTA lender’s title insurance policy or other generally acceptable
      form of policy or insurance acceptable under the Underwriting Guidelines and
      each such title insurance policy is issued by a title insurer acceptable under
      the Underwriting Guidelines and qualified to do business in the jurisdiction
      where the Mortgaged Property is located, insuring the Seller, its successors
      and
      assigns, as to the first priority lien of the Mortgage in the original principal
      amount of the Mortgage Loan (or to the extent a Mortgage Note provides for
      negative amortization, the maximum amount of negative amortization in accordance
      with the Mortgage), subject only to the exceptions contained in clauses (i)
      and
      (ii) of paragraph (j) of Subsection 9.02 of the GMAC-AmNet Agreement, and in
      the
      case of Adjustable Rate Mortgage Loans, against any loss by reason of the
      invalidity or unenforceability of the lien resulting from the provisions of
      the
      Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly
      Payment. Where required by state law or regulation, the Mortgagor has been
      given
      the opportunity to choose the carrier of the required mortgage title insurance.
      Additionally, such lender’s title insurance policy affirmatively insures ingress
      and egress, and against encroachments by or upon the Mortgaged Property or
      any
      interest therein. The Seller, its successor and assigns, are the sole insureds
      of such lender’s title insurance policy, and such lender’s title insurance
      policy is valid and remains in full force and effect and will be in force and
      effect upon the consummation of the transactions contemplated by the GMAC-AmNet
      Agreement. No claims have been made under such lender’s title insurance policy,
      and no prior holder of the related Mortgage, including the Seller, has done,
      by
      act or omission, anything which would impair the coverage of such lender’s title
      insurance policy, including without limitation, no unlawful fee, commission,
      kickback or other unlawful compensation or value of any kind has been or will
      be
      received, retained or realized by any attorney, firm or other person or entity,
      and no such unlawful items have been received, retained or realized by the
      Seller;

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    (q) No
      Defaults.
      Other
      than payments due but not yet 30 days or more delinquent, there is no default,
      breach, violation or event which would permit acceleration existing under the
      Mortgage or the Mortgage Note and no event which, with the passage of time
      or
      with notice and the expiration of any grace or cure period, would constitute
      a
      default, breach, violation or event which would permit acceleration, and neither
      the Seller nor any of its affiliates nor any of their respective predecessors,
      have waived any default, breach, violation or event which would permit
      acceleration;

     

    (r) No
      Mechanics’ Liens.
      There
      are no mechanics’ or similar liens or claims which have been filed for work,
      labor or material (and no rights are outstanding that under law could give
      rise
      to such liens) affecting the related Mortgaged Property which are or may be
      liens prior to, or equal or coordinate with, the lien of the related Mortgage;
      

     

    (s) Location
      of Improvements; No Encroachments.
      All
      improvements which were considered in determining the Appraised Value of the
      Mortgaged Property lay wholly within the boundaries and building restriction
      lines of the Mortgaged Property, and no improvements on adjoining properties
      encroach upon the Mortgaged Property. No improvement located on or being part
      of
      the Mortgaged Property is in violation of any applicable zoning law or
      regulation;

     

    (t) Origination;
      Payment Terms.
      The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to Sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or other similar institution which is supervised and
      examined by a federal or state authority. Principal payments on the Mortgage
      Loan commenced no more than seventy days after funds were disbursed in
      connection with the Mortgage Loan. The Mortgage Interest Rate as well as, in
      the
      case of an Adjustable Rate Mortgage Loan, the Lifetime Rate Cap and the Periodic
      Cap are as set forth on the related Mortgage Loan Schedule. The Mortgage Note
      is
      payable in equal monthly installments of principal and interest, which
      installments of interest, with respect to Adjustable Rate Mortgage Loans, are
      subject to change due to the adjustments to the Mortgage Interest Rate on each
      Interest Rate Adjustment Date, with interest calculated and payable in arrears,
      sufficient to amortize the Mortgage Loan fully by the stated maturity date,
      over
      an original term of not more than fifteen years from commencement of
      amortization. Unless otherwise specified on the related Mortgage Loan Schedule,
      the Mortgage Loan is payable on the first day of each month. The Mortgage Loan
      does not require a balloon payment on its stated maturity date;

     

    (u) Customary
      Provisions.
      The
      Mortgage contains customary and enforceable provisions such as to render the
      rights and remedies of the holder thereof adequate for the realization against
      the Mortgaged Property of the benefits of the security provided thereby,
      including, (i) in the case of a Mortgage designated as a deed of trust, by
      trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a
      Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the
      Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage
      Loan will be able to deliver good and merchantable title to the Mortgaged
      Property. There is no homestead or other exemption available to a Mortgagor
      which would interfere with the right to sell the Mortgaged Property at a
      trustee’s sale or the right to foreclose the Mortgage, subject to applicable
      federal and state laws and judicial precedent with respect to bankruptcy and
      right of redemption or similar law; 

     

    (v) Conformance
      with Agency and Underwriting Guidelines.
      The
      Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
      (a
      copy of which is attached to each related Assignment and Conveyance Agreement).
      The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie
      Mae and no representations have been made to a Mortgagor that are inconsistent
      with the mortgage instruments used; 

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    (w) Occupancy
      of the Mortgaged Property.
      As of
      the related Closing Date the Mortgaged Property is lawfully occupied under
      applicable law. All inspections, licenses and certificates required to be made
      or issued with respect to all occupied portions of the Mortgaged Property and,
      with respect to the use and occupancy of the same, including but not limited
      to
      certificates of occupancy and fire underwriting certificates, have been made
      or
      obtained from the appropriate authorities. Unless otherwise specified on the
      related Mortgage Loan Schedule, the Mortgagor represented at the time of
      origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged
      Property as the Mortgagor’s primary residence;

     

    (x) No
      Additional Collateral.
      The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage and the security interest of any applicable
      security agreement or chattel mortgage referred to in clause (j) above;


     

    (y) Deeds
      of Trust.
      In the
      event the Mortgage constitutes a deed of trust, a trustee, authorized and duly
      qualified under applicable law to serve as such, has been properly designated
      and currently so serves and is named in the Mortgage, and no fees or expenses
      are or will become payable by the Purchaser to the trustee under the deed of
      trust, except in connection with a trustee’s sale after default by the
      Mortgagor;

     

    (z) Acceptable
      Investment.
      There
      are no circumstances or conditions with respect to the Mortgage, the Mortgaged
      Property, the Mortgagor, the Mortgage File or the Mortgagor’s credit standing
      that can reasonably be expected to cause private institutional investors who
      invest in prime mortgage loans similar to the Mortgage Loan to regard the
      Mortgage Loan as an unacceptable investment; 

     

    (aa) Delivery
      of Mortgage Documents.
      The
      Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
      required to be delivered under the Custodial Agreement for each Mortgage Loan
      have been delivered to the Custodian. The Seller is in possession of a complete,
      true and accurate Mortgage File in compliance with Exhibit 2 attached hereto,
      except for such documents the originals of which have been delivered to the
      Custodian;

     

    (bb) Georgia
      Fair Lending Act.
      There
      is no Mortgage Loan that was originated on or after October 1, 2002 and on
      or
      prior to March 7, 2003, which is secured by property located in the State of
      Georgia; 

     

    (cc) Transfer
      of Mortgage Loans.
      The
      Assignment of Mortgage (except with respect to any Mortgage that has been
      recorded in the name of MERS or its designee) with respect to each Mortgage
      Loan
      is in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located; 

     

    (dd) Due-On-Sale.
      With
      respect to each Mortgage Loan, the Mortgage contains an enforceable provision
      for the acceleration of the payment of the unpaid principal balance of the
      Mortgage Loan in the event that the Mortgaged Property is sold or transferred
      without the prior written consent of the mortgagee thereunder, and such
      provision is enforceable; 

     

    (ee) No
      Buydown Provisions; No Graduated Payments or Contingent
      Interests.
      The
      Mortgage Loan does not contain provisions pursuant to which Monthly Payments
      are
      paid or partially paid with funds deposited in any separate account established
      by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, or paid
      by
      any source other than the Mortgagor nor does it contain any other similar
      provisions which may constitute a “buydown” provision. The Mortgage Loan is not
      a graduated payment mortgage loan and the Mortgage Loan does not have a shared
      appreciation or other contingent interest feature;

     

    (ff) Consolidation
      of Future Advances.
      Any
      future advances made to the Mortgagor prior to the applicable Cut-off Date
      have
      been consolidated with the outstanding principal amount secured by the Mortgage,
      and the secured principal amount, as consolidated, bears a single interest
      rate
      and single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to Fannie Mae and
      Freddie Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan;

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    (gg) Mortgaged
      Property Undamaged; No Condemnation Proceedings.
      There
      is no proceeding pending or threatened for the total or partial condemnation
      of
      the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire,
      earthquake or earth movement, windstorm, flood, tornado or other casualty so
      as
      to affect adversely the value of the Mortgaged Property as security for the
      Mortgage Loan or the use for which the premises were intended and each Mortgaged
      Property is in good repair. There have not been any condemnation proceedings
      with respect to the Mortgaged Property;

     

    (hh) Collection
      Practices; Escrow Deposits; Interest Rate Adjustments.
      The
      origination, servicing and collection practices used by the Seller and the
      Interim Servicer, if applicable, with respect to the Mortgage Loan have been
      in
      all respects in compliance with Accepted Servicing Practices, applicable laws
      and regulations, and have been in all respects legal and proper. With respect
      to
      escrow deposits and Escrow Payments, all such payments are in the possession
      of,
      or under the control of, the Seller or the Interim Servicer and there exist
      no
      deficiencies in connection therewith for which customary arrangements for
      repayment thereof have not been made. All Escrow Payments have been collected
      in
      full compliance with state and federal law and the provisions of the related
      Mortgage Note and Mortgage. An escrow of funds is not prohibited by applicable
      law and has been established in an amount sufficient to pay for every item
      that
      remains unpaid and has been assessed but is not yet due and payable. No escrow
      deposits or Escrow Payments or other charges or payments due the Seller have
      been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest
      Rate adjustments have been made in strict compliance with state and federal
      law
      and the terms of the related Mortgage and Mortgage Note on the related Interest
      Rate Adjustment Date. If, pursuant to the terms of the Mortgage Note, another
      index was selected for determining the Mortgage Interest Rate, the same index
      was used with respect to each Mortgage Note which required a new index to be
      selected, and such selection did not conflict with the terms of the related
      Mortgage Note. The Seller or the Interim Servicer executed and delivered any
      and
      all notices required under applicable law and the terms of the related Mortgage
      Note and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment
      adjustments. Any interest required to be paid pursuant to state, federal and
      local law has been properly paid and credited;

     

    (ii) Conversion
      to Fixed Interest Rate.
      The
      Mortgage Loan does not contain a provision whereby the Mortgagor is permitted
      to
      convert the Mortgage Interest Rate from an adjustable rate to a fixed rate;
      

     

    (jj) Other
      Insurance Policies; No Defense to Coverage.
      No
      action, inaction or event has occurred and no state of facts exists or has
      existed on or prior to the Closing Date that has resulted or will result in
      the
      exclusion from, denial of, or defense to coverage under any applicable hazard
      insurance policy, PMI Policy or bankruptcy bond (including, without limitation,
      any exclusions, denials or defenses which would limit or reduce the availability
      of the timely payment of the full amount of the loss otherwise due thereunder
      to
      the insured), irrespective of the cause of such failure of coverage. In
      connection with the placement of any such insurance, no commission, fee, or
      other compensation has been or will be received by the Seller or by any officer,
      director, or employee of the Seller or any designee of the Seller or any
      corporation in which the Seller or any officer, director, or employee had a
      financial interest at the time of placement of such insurance;

     

    (kk) No
      Violation of Environmental Laws.
      There
      is no pending action or proceeding directly involving the Mortgaged Property
      in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgage Property; and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property; 

     

    (ll) Servicemembers’
      Civil Relief Act.
      The
      Mortgagor has not notified the Seller, and the Seller has no knowledge of any
      relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
      Relief Act of 1940 as amended, or other similar state statute;

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    (mm) Appraisal.
      The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the approval of the Mortgage Loan application by a Qualified Appraiser,
      duly appointed by the Seller, who had no interest, direct or indirect in the
      Mortgaged Property or in any loan made on the security thereof, and whose
      compensation is not affected by the approval or disapproval of the Mortgage
      Loan, and the appraisal and appraiser both satisfy the requirements of Fannie
      Mae or Freddie Mac and Title XI of the Financial Institutions Reform, Recovery,
      and Enforcement Act of 1989 and the regulations promulgated thereunder, all
      as
      in effect on the date the Mortgage Loan was originated; 

     

    (nn) Disclosure
      Materials.
      The
      Mortgagor has executed a statement to the effect that the Mortgagor has received
      all disclosure materials required by, and the Seller has complied with, all
      applicable law with respect to the making of the Mortgage Loans. The Seller
      shall maintain such statement in the Mortgage File; 

     

    (oo) Construction
      or Rehabilitation of Mortgaged Property.
      No
      Mortgage Loan was made in connection with the construction (other than a
“construct-to-perm” loan) or rehabilitation of a Mortgaged Property or
      facilitating the trade-in or exchange of a Mortgaged Property;

     

    (pp) Escrow
      Analysis.
      If
      applicable, with respect to each Mortgage, the Seller has within the last twelve
      months (unless such Mortgage was originated within such twelve month period)
      analyzed the required Escrow Payments for each Mortgage and adjusted the amount
      of such payments so that, assuming all required payments are timely made, any
      deficiency will be eliminated on or before the first anniversary of such
      analysis, or any overage will be refunded to the Mortgagor, in accordance with
      RESPA and any other applicable law; 

     

    (qq) Credit
      Information.
      As to
      each consumer report (as defined in the Fair Credit Reporting Act, Public Law
      91-508) or other credit information furnished by the Seller to the Purchaser,
      that Seller has full right and authority and is not precluded by law or contract
      from furnishing such information to the Purchaser and the Purchaser is not
      precluded from furnishing the same to any subsequent or prospective purchaser
      of
      such Mortgage; 

     

    (rr) Leaseholds.
      If the
      Mortgage Loan is secured by a leasehold estate, (1) the ground lease is
      assignable or transferable; (2) the ground lease will not terminate earlier
      than
      five years after the maturity date of the Mortgage Loan; (3) the ground lease
      does not provide for termination of the lease in the event of lessee’s default
      without the mortgagee being entitled to receive written notice of, and a
      reasonable opportunity to cure the default; (4) the ground lease permits the
      mortgaging of the related Mortgaged Property; (5) the ground lease protects
      the
      mortgagee’s interests in the event of a property condemnation; (6) all ground
      lease rents, other payments, or assessments that have become due have been
      paid;
      and (7) the use of leasehold estates for residential properties is a widely
      accepted practice in the jurisdiction in which the Mortgaged Property is
      located;

     

    (ss) Prepayment
      Penalty.
      Each
      Mortgage Loan that is subject to a prepayment penalty as provided in the related
      Mortgage Note is identified on the related Mortgage Loan Schedule. With respect
      to Mortgage Loans originated prior to October 1, 2002, no such Prepayment
      Penalty may be imposed for a term in excess of five (5) years following
      origination. With respect to Mortgage Loans originated on or after October
      1,
      2002, no such Prepayment Penalty may be imposed for a term in excess of three
      (3) years following origination; 

     

    (tt) Predatory
      Lending Regulations.
      No
      Mortgage Loan is (a) a “high cost” loan under the Home Ownership and Equity
      Protection Act of 1994, (b) a “high cost,” “threshold,” “covered” or “predatory”
or similar loan under any other applicable state, federal or local law (or
      a
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for residential
      mortgage loans having high interest rates, points and/or fees), or (c) a “high
      cost” or “covered” mortgage loan, as applicable (as such terms are defined in
      the then current Standard and Poor’s LEVELS Glossary which is now Version 6.0,
      Appendix E); 

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    (uu) Single-premium
      Credit Life Insurance Policy.
      In
      connection with the origination of any Mortgage Loan, no proceeds from such
      Mortgage Loan were used to finance a single-premium credit life insurance
      policy; 

     

    (vv) Qualified
      Mortgage.
      The
      Mortgage Loan is a qualified mortgage under Section 860G(a)(3) of the
      Code;

     

    (ww) Origination.
      No
      predatory or deceptive lending practices, including, without limitation, the
      extension of credit without regard to the ability of the Mortgagor to repay
      and
      the extension of credit which has no apparent benefit to the Mortgagor, were
      employed in the origination of the Mortgage Loan; 

     

    (xx) Recordation.
      Each
      original Mortgage was recorded and all subsequent assignments of the original
      Mortgage (other than the assignment to the Purchaser) have been recorded in
      the
      appropriate jurisdictions wherein such recordation is necessary to perfect
      the
      lien thereof as against creditors of the Seller, or is in the process of being
      recorded; 

     

    (yy) Co-op
      Loans.
      With
      respect to a Mortgage Loan that is a Co-op Loan, the stock that is pledged
      as
      security for the Mortgage Loan is held by a person as a tenant stockholder
      (as
      defined in Section 216 of the Code) in a cooperative housing corporation (as
      defined in Section 216 of the Code); 

     

    (zz) Mortgagor
      Bankruptcy.
      On or
      prior to the date 60 days after the related Closing Date, the Mortgagor has
      not
      filed and will not file a bankruptcy petition or has not become the subject
      and
      will not become the subject of involuntary bankruptcy proceedings or has not
      consented to or will not consent to the filing of a bankruptcy proceeding
      against it or to a receiver being appointed in respect of the related Mortgaged
      Property; 

     

    (aaa) New
      York Anti-Predatory Lending Laws.
      No
      Mortgage Loan (a) is secured by property located in the State of New York;
      (b)
      had an original principal balance of $300,000 or less, and (c) has an
      application date on or after April 1, 2003, the terms of which Mortgage Loan
      equal or exceed either the APR or points and fees threshold for “high-cost home
      loans,” as defined in Section 6-L of the New York State Banking Law. Any breach
      of this representation shall be deemed to materially and adversely affect the
      value of the Mortgage Loan and shall require a repurchase of the affected
      Mortgage Loan. With respect to any Mortgage Loan the related Mortgaged Property
      of which is located in the City of New York, such Mortgage Loan was originated
      prior to February 18, 2003;

     

    (bbb) Points
      and Fees.
      All
      points and fees related to each Mortgage Loan were disclosed in writing to
      the
      Mortgagor in accordance with applicable state and federal law and regulation.
      Except in the case of a Mortgage Loan in an original principal amount of less
      than $60,000 which would have resulted in an unprofitable origination, no
      Mortgagor was charged “points and fees” (whether or not financed) in an amount
      greater than 5% of the principal amount of such loan, such 5% limitation is
      calculated in accordance with Fannie Mae’s anti-predatory lending requirements
      as set forth in the Fannie Mae Selling Guide. All points and fees related to
      each Mortgage Loan are accurately described on the Mortgage Loan
      Schedule;

    


    (ccc) No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003; 

     

    (ddd) No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    (eee) No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

    


    (fff)
      No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (ggg)
      No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.);

    


    (hhh) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005; and

    


    (iii) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
        107

        
          

        

      

       

    


    
      	
              XV.

            	
              With
                respect to Mortgage Loans purchased under the Seller’s Purchase,
                Warranties and Interim Servicing Agreement, dated as of June 1, 2004,
                between GMAC and First Magnus Financial Corporation (the “GMAC-First
                Magnus Agreement”).

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the GMAC-First Magnus
      Agreement.

    


    (a) The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete, true
      and correct in all material respects, and the information
      provided to the rating agencies, including the loan level detail, is true and
      correct according to the rating agency requirements;

     

    (b) The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note;

     

    (c) All
      payments due on or prior to the related Closing Date for such Mortgage Loan
      have
      been made as of the related Closing Date, the Mortgage Loan is not delinquent
      in
      payment more than 30 days and has not been dishonored; there are no material
      defaults under the terms of the Mortgage Loan; the Company has not advanced
      funds, or induced, solicited or knowingly received any advance of funds from
      a
      party other than the owner of the Mortgaged Property subject to the Mortgage,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Loan; no payment with respect to each Mortgage Loan has been delinquent during
      the preceding twelve-month period;

     

    (d) All
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;

     

    (e) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments which have been recorded
      to the extent any such recordation is required by law. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, from the terms thereof except in connection
      with
      an assumption agreement and which assumption agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule;
      the substance of any such waiver, alteration or modification has been approved
      by the issuer of any related Primary Mortgage Insurance Policy and title
      insurance policy, to the extent required by the related policies;

     

    (f) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and the Mortgagor was not a debtor in any state
      or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
      was
      originated;

     

    (g) All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer acceptable under the Fannie Mae Guides, against loss
      by fire, hazards of extended coverage and such other hazards as are provided
      for
      in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing
      coverage not less than the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loans, and (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan, and (b) an amount such
      that
      the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
      mortgagee from becoming a co-insurer. All such standard hazard policies are
      in
      full force and effect and on the date of origination contained a standard
      mortgagee clause naming the Company and its successors in interest and assigns
      as loss payee and such clause is still in effect and all premiums due thereon
      have been paid. If required by the Flood Disaster Protection Act of 1973, as
      amended, the Mortgage Loan is covered by a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      which policy conforms to Fannie Mae and Freddie Mac requirements, in an amount
      not less than the amount required by the Flood Disaster Protection Act of 1973,
      as amended. Such policy was issued by an insurer acceptable under Fannie Mae
      or
      Freddie Mac guidelines. The Mortgage obligates the Mortgagor thereunder to
      maintain all such insurance at the Mortgagor’s cost and expense, and upon the
      Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
      such insurance at the Mortgagor’s cost and expense and to seek reimbursement
      therefor from the Mortgagor;

     

    
      
        
        

      

      
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    (h) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, or disclosure laws
      applicable to the Mortgage Loan have been complied with in all material
      respects;

     

    (i) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. The
      Company has not waived the performance by the Mortgagor of any action, if the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has the Company waived any default resulting from any action
      or
      inaction by the Mortgagor;

     

    (j) The
      related Mortgage is a valid, subsisting, enforceable and perfected first lien
      on
      the Mortgaged Property including all buildings on the Mortgaged Property and
      all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note’s original principal balance. The Mortgage and the Mortgage Note
      do not contain any evidence of any security interest or other interest or right
      thereto. Such lien is free and clear of all adverse claims, liens and
      encumbrances having priority over the first lien of the Mortgage subject only
      to
      (1) the lien of non-delinquent current real property taxes and assessments
      not
      yet due and payable, (2) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of the public record as of the date of recording
      which are acceptable to mortgage lending institutions generally and either
      (A)
      which are referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan, or (B) which do not adversely affect the
      appraised value of the Mortgaged Property as set forth in such appraisal, and
      (3) other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates (1) a valid, subsisting, enforceable and perfected
      first
      lien and first priority security interest and on the property described therein,
      and the Company has the full right to sell and assign the same to the
      Purchaser;

     

    (k) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application affecting
      the
      rights of creditors and by general equitable principles and the Company has
      taken all action necessary to transfer such rights of enforceability to the
      Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
      capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
      Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and
      properly executed by such parties. No fraud, error, omission, misrepresentation,
      negligence or similar occurrence with respect to a Mortgage Loan has taken
      place
      on the part of the Company or the Mortgagor, or, on the part of any other party
      involved in the origination of the Mortgage Loan. The proceeds of the Mortgage
      Loan have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage were paid or are in the
      process of being paid, and the Mortgagor is not entitled to any refund of any
      amounts paid or due under the Mortgage Note or Mortgage;

     

    
      
        
        

      

      
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    (l) The
      Company is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
      or its designee will be the owner of record of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Servicing File in trust for the Purchaser
      only for the purpose of interim servicing and supervising the interim servicing
      of the Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage
      Note and the Mortgage, were not subject to an assignment or pledge, and the
      Company had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to the GMAC-First Magnus Agreement and following the
      sale
      of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear
      of any encumbrance, equity, participation interest, lien, pledge, charge, claim
      or security interest. The Company intends to relinquish all rights to possess,
      control and monitor the Mortgage Loan, except for the purposes of servicing
      the
      Mortgage Loan as set forth in the GMAC-First Magnus Agreement. Either the
      Mortgagor is a natural person or the Mortgagor is an inter-vivos trust
      acceptable to Fannie Mae;

     

    (m) Each
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
      and qualified to do business in the jurisdiction where the Mortgaged Property
      is
      located, insuring (subject to the exceptions contained in (j)(1), (2) and (3)
      above) the Company, its successors and assigns, as to the first priority lien
      of
      the Mortgage in the original principal amount of the Mortgage Loan.
      Additionally, such policy affirmatively insures ingress and egress to and from
      the Mortgaged Property. Where required by applicable state law or regulation,
      the Mortgagor has been given the opportunity to choose the carrier of the
      required mortgage title insurance. The Company, its successors and assigns,
      are
      the sole insureds of such lender’s title insurance policy, such title insurance
      policy has been duly and validly endorsed to the Purchaser or the assignment
      to
      the Purchaser of the Company’s interest therein does not require the consent of
      or notification to the insurer and such lender’s title insurance policy is in
      full force and effect and will be in full force and effect upon the consummation
      of the transactions contemplated by the GMAC-First Magnus Agreement and the
      related Commitment Letter. No claims have been made under such lender’s title
      insurance policy, and no prior holder of the related Mortgage, including the
      Company, has done, by act or omission, anything which would impair the coverage
      of such lender’s title insurance policy;

     

    (n) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration; and
      neither the Company nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;

     

    (o) As
      of the
      related Closing Date, there are no mechanics’ or similar liens or claims which
      have been filed for work, labor or material (and no rights are outstanding
      that
      under law could give rise to such liens) affecting the related Mortgaged
      Property which are or may be liens prior to or equal to the lien of the related
      Mortgage;

     

    (p) All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

     

    (q) The
      Mortgage Loan was originated by or for the Company. The Mortgage Loan complies
      with all the terms, conditions and requirements of the Company’s Underwriting
      Standards in effect at the time of origination of such Mortgage Loan. The
      Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally
      acceptable to Fannie Mae or Freddie Mac. The Company is currently selling loans
      to Fannie Mae and/or Freddie Mac which are the same document forms as the
      Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage Loan bears
      interest at the Mortgage Interest Rate set forth in the related Mortgage Loan
      Schedule, and Monthly Payments under the Mortgage Note are due and payable
      on
      the first day of each month. The Mortgage contains the usual and enforceable
      provisions of the originator at the time of origination for the acceleration
      of
      the payment of the unpaid principal amount of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the mortgagee
      thereunder;

     

    
      
        
        

      

      
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    (r) As
      of the
      related Closing Date, the Mortgaged Property is not subject to any material
      damage by waste, fire, earthquake, windstorm, flood or other casualty. At
      origination of the Mortgage Loan there was, and there currently is, no
      proceeding pending for the total or partial condemnation of the Mortgaged
      Property. There have not been any condemnation proceedings with respect to
      the
      Mortgaged Property and there are no such proceedings scheduled to commence
      at a
      future date;

     

    (s) The
      related Mortgage contains customary and enforceable provisions such as to render
      the rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided thereby.
      There is no homestead or other exemption available to the Mortgagor which would
      interfere with the right to sell the Mortgaged Property at a trustee’s sale or
      the right to foreclose the Mortgage;

     

    (t) If
      the
      Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
      if required under applicable law to act as such, has been properly designated
      and currently so serves and is named in the Mortgage, and no fees or expenses
      are or will become payable by the Purchaser to the trustee under the deed of
      trust, except in connection with a trustee’s sale or attempted sale after
      default by the Mortgagor;

     

    (u) The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title
      XI of FIRREA and the regulations promulgated thereunder, all as in effect on
      the
      date the Mortgage Loan was originated. The appraisal is in a form acceptable
      to
      Fannie Mae or Freddie Mac;

     

    (v) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;

     

    (w) As
      of the
      related Closing Date, the related Mortgage Note is not and has not been secured
      by any collateral except the lien of the corresponding Mortgage and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (j) above and such collateral does not serve as security for any other
      obligation;

     

    (x) The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of such mortgage loans;

     

    (y) The
      Mortgage Loan does not contain “graduated payment” features and does not have a
      shared appreciation or other contingent interest feature; no Mortgage Loan
      contains any buydown provisions;

     

    (z) As
      of the
      related Closing Date, the Mortgagor is not in bankruptcy and the Mortgagor
      is
      not insolvent and the Company has no knowledge of any circumstances or condition
      with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
      Mortgagor’s credit standing that could reasonably be expected to cause investors
      to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
      Loan to become delinquent, or materially adversely affect the value or
      marketability of the Mortgage Loan;

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

     

    (aa) The
      Mortgage Loans have an original term to maturity of not more than 30 years.,
      with interest payable in arrears on the first day of each month. Each Mortgage
      Note requires a monthly payment which is sufficient to fully amortize the unpaid
      principal balance over the remaining term and to pay interest at the related
      Mortgage Interest Rate. With respect to Mortgage Loans with an initial “interest
      only” payment period, the monthly payments due under the related Mortgage Note
      satisfy only the monthly interest on the unpaid principal balance of the
      applicable Mortgage Loan. After the initial “interest only” period, each
      Mortgage Note requires a monthly payment which is sufficient to fully amortize
      the unpaid principal balance over the remaining term and to pay interest at
      the
      related Mortgage Interest Rate. In any case, no Mortgage Loan contains terms
      or
      provisions which would result in negative amortization.

     

    (bb) If
      a
      Mortgage Loan has an LTV greater than 80%, the Mortgage Loan will have mortgage
      insurance in accordance with the terms of the Fannie Mae Guides and will be
      insured as to payment defaults by a Primary Mortgage Insurance Policy issued
      by
      a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy
      have been and are being complied with, such policy is in full force and effect,
      and all premiums due thereunder have been paid. No action, inaction, or event
      has occurred and no state of facts exists that has, or will result in the
      exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject
      to
      a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
      maintain the Primary Mortgage Insurance Policy and to pay all premiums and
      charges in connection therewith. The mortgage interest rate for the Mortgage
      Loan as set forth on the related Mortgage Loan Schedule is net of any such
      insurance premium. No Mortgage Loan is subject to a lender-paid mortgage
      insurance policy; 

     

    (cc) As
      to any
      Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
      is
      in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

     

    (dd) The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a single parcel of real property with a detached
      single family residence erected thereon, or a townhouse, or a two-to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development or a de minimis planned unit
      development, provided, however, that no residence or dwelling is a single parcel
      of real property with a cooperative housing corporation erected thereon, or
      a
      mobile home. As of the date of origination, no portion of the Mortgaged Property
      was used for commercial purposes, and since the date or origination no portion
      of the Mortgaged Property has been used for commercial purposes;

     

    (ee) Payments
      of principal and/or interest on the Mortgage Loan commenced no more than sixty
      (60) days after the funds were disbursed in connection with the Mortgage Loan.
      The Mortgage Note is payable on the first day of each month. After the initial
      “interest only” payment period, if any, the Mortgage Note in payable in equal
      monthly installments of principal and interest, with interest calculated and
      payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated
      maturity date, over an original term of not more than thirty years from
      commencement of amortization;

     

    (ff) The
      Mortgage Loans may be subject to a Prepayment Penalty as identified on the
      Mortgage Loan Schedule; however, no Mortgage Loan contains prepayment penalties
      that extend beyond five years after the date of origination;

     

    (gg) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities;

     

    (hh) If
      the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de minimis planned unit development), or stock in a cooperative housing
      corporation, such condominium, cooperative or planned unit development project
      meets the eligibility requirements of Fannie Mae and Freddie Mac;

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

    (ii) There
      is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgaged Property; and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property;

     

    (jj) The
      Mortgagor has not notified the Company requesting relief under the
      Servicemembers’ Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, and the Company has no knowledge of any relief
      requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief
      Act;

     

    (kk) As
      of the
      related Closing Date, no Mortgage Loan was in construction or rehabilitation
      status or has facilitated the trade-in or exchange of a Mortgaged
      Property;

     

    (ll) No
      action
      has been taken or failed to be taken by the Company on or prior to the Closing
      Date which has resulted or will result in an exclusion from, denial of, or
      defense to coverage under any insurance policy related to a Mortgage Loan
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of the Company, or
      for
      any other reason under such coverage;

     

    (mm) The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;

     

    (nn) No
      Mortgaged Property is subject to a ground lease;

     

    (oo) With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly assessed to the Mortgagor and no claims will
      arise as to broker fees that are double charged and for which the Mortgagor
      would be entitled to reimbursement;

     

    (pp) With
      respect to any Mortgage Loan as to which an affidavit has been delivered to
      the
      Purchaser certifying that the original Mortgage Note has been lost or destroyed
      and not been replaced, if such Mortgage Loan is subsequently in default, the
      enforcement of such Mortgage Loan will not be materially adversely affected
      by
      the absence of the original Mortgage Note;

     

    (qq) Each
      Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
      of
      the Code and Treasury Regulations Section 1.860G-2(a)(1);

     

    (rr) Except
      as
      provided in Section 2.07, the Mortgage Note, the Mortgage, the Assignment of
      Mortgage and the other Mortgage Loan Documents set forth in Exhibit A-1 and
      required to be delivered on the related Closing Date have been delivered to
      the
      Purchaser or its designee all in compliance with the specific requirements
      of
      the GMAC-First Magnus Agreement. With respect to each Mortgage Loan, the Company
      is in possession of a complete Mortgage File and Servicing File except for
      such
      documents as have been delivered to the Purchaser or its designee;

     

    (ss) All
      information supplied by, on behalf of, or concerning the Mortgagor is true,
      accurate and complete and does not contain any statement that is or will be
      inaccurate or misleading in any material respect; 

     

    (tt) There
      does not exist on the related Mortgage Property any hazardous substances,
      hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
      Environmental Response Compensation and Liability Act, the Resource Conservation
      and Recovery Act of 1976, or other federal, state or local environmental
      legislation; 

     

    (uu) All
      disclosure materials required by applicable law with respect to the making
      of
      fixed rate and adjustable rate mortgage loans have been received by the
      borrower;

     

    (vv) No
      Mortgage Loan had a Loan-to-Value Ratio at the time of origination of more
      than
      95%;

     

    
      
        
        

      

      
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    (ww) None
      of
      the Mortgage Loans are subject to the Home Ownership and Equity Protection
      Act
      of 1994 or any comparable state law;

     

    (xx) None
      of
      the proceeds of the Mortgage Loan were used to finance single-premium credit
      insurance policies;

     

    (yy) Any
      principal advances made to the Mortgagor prior to the Closing Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to Fannie Mae and
      Freddie Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan;

     

    (zz) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    (aaa) No
      Mortgage Loan is a balloon loan;

     

    (bbb) With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded;

     

    (ccc) With
      respect to each MERS Mortgage Loan, the Company has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;

     

    (ddd) None
      of
      the Mortgaged
      Properties are manufactured housing; 

     

    (eee) With
      respect to each Mortgage Loan, the Company has fully and accurately furnished
      complete information on the related borrower credit files to Equifax, Experian
      and Trans Union Credit Information Company, in accordance with the Fair Credit
      Reporting Act and its implementing regulations; 

     

    (fff) The
      Company has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”); the Company has established an
      anti-money laundering compliance program as required by the Anti-Money
      Laundering Laws, has conducted the requisite due diligence in connection with
      the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
      Laws, including with respect to the legitimacy of the applicable Mortgagor
      and
      the origin of the assets used by the said Mortgagor to purchase the property
      in
      question, and maintains, and will maintain, sufficient information to identify
      the applicable Mortgagor for purposes of the Anti-Money Laundering
      Laws;

     

    (ggg) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (hhh) No
      Mortgage Loan is “high cost” as defined by any applicable federal, state, or
      local predatory or abusive lending law and no mortgage loan is a “high cost” or
“covered” mortgage loan, as applicable (as such terms are defined in the then
      current Standard and Poor’s LEVELS Glossary which is now Version 6.0, Appendix
      E). Any breach of this representation shall be deemed to materially and
      adversely affect the value of the Mortgage Loan and shall require a repurchase
      of the affected Mortgage Loan;

     

    (iii) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act. Any breach of this representation
      shall be deemed to materially and adversely affect the value of the Mortgage
      Loan and shall require a repurchase of the affected Mortgage Loan;

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

     

    (jjj) No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003; 

     

    (kkk) No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

     

    (lll) No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

     

    (mmm)
      No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

     

    (nnn)
      No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.);

     

    (ooo) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005; and

     

    (ppp) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
        115

        
          

        

      

       

    


    
      	
              XVI.

            	
              With
                respect to Mortgage Loans purchased under the Master Mortgage Loan
                Purchase and Interim Servicing Agreement between Greenwich Capital
                Financial Products, Inc. ("Greenwich") and HomeBanc Mortgage Corporation
                dated as of November 1, 2001 (the "HomeBanc Purchase Agreement")
                and the
                Servicing Agreement, dated as of March 1, 2002 between Greenwich
                and
                Alliance Mortgage Company and amended by Amendment No. One thereto,
                dated
                as of April 1, 2002 (collectively, the “Alliance Servicing Agreement” and
                together with the HomeBanc Purchase Agreement, the "HomeBanc/Alliance
                Agreements").

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings, Inc. (“RWT”) hereby makes the
      following representations and warranties. Such representations and warranties
      speak as of the Closing Date with respect to Pledged Mortgages (as such
      capitalized terms are defined in the Indenture), unless otherwise indicated.
      Capitalized terms are as defined in this Exhibit X (IV) or in the HomeBanc
      Purchase Agreement.

    


    (i)
      The
      information set forth in the related Mortgage Loan Schedule is complete, true
      and correct and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

    


    (ii)
      The
      Mortgage Loan is in compliance with all requirements set forth in the related
      Confirmation, and the characteristics of the related Mortgage Loan Package
      as
      set forth in the related Confirmation are true and correct, provided, however,
      that in the event of any conflict between the terms of any Confirmation and
      the
      HomeBanc Purchase Agreement, the terms of the HomeBanc Purchase Agreement shall
      control;

    


    (iii)
      All
      payments required to be made up to the close of business on the Closing Date
      for
      such Mortgage Loan under the terms of the Mortgage Note have been made; the
      Seller has not advanced funds, or induced, solicited or knowingly received
      any
      advance of funds from a party other than the owner of the related Mortgaged
      Property, directly or indirectly, for the payment of any amount required by
      the
      Mortgage Note or Mortgage; and there has been no delinquency, exclusive of
      any
      period of grace, in any payment by the Mortgagor thereunder since the
      origination of the Mortgage Loan;

    


    (iv)
      To
      RWT's knowledge, there are no delinquent taxes, ground rents, water charges,
      sewer rents, assessments, insurance premiums, leasehold payments, including
      assessments payable in future installments or other outstanding charges
      affecting the related Mortgaged Property;

    


    (v)
      The
      terms of the Mortgage Note and the Mortgage have not been impaired, waived,
      altered or modified in any respect, except by written instruments, recorded
      in
      the applicable public recording office if necessary to maintain the lien
      priority of the Mortgage, and which have been delivered to the Custodian; the
      substance of any such waiver, alteration or modification has been approved
      by
      the insurer under the Primary Insurance Policy, if any, and the title insurer,
      to the extent required by the related policy, and is reflected on the related
      Mortgage Loan Schedule. No instrument of waiver, alteration or modification
      has
      been executed, and no Mortgagor has been released, in whole or in part, except
      in connection with an assumption agreement approved by the insurer under the
      Primary Insurance Policy, if any, and the title insurer, to the extent required
      by the policy, and which assumption agreement has been delivered to the
      Custodian and the terms of which are reflected in the related Mortgage Loan
      Schedule;

    


    (vi)
      The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and, to RWT's knowledge, no such right
      of rescission, set-off, counterclaim or defense has been asserted with respect
      thereto;

    


    (vii)
      All
      buildings upon the Mortgaged Property are insured by an insurer acceptable
      to
      FNMA and FHLMC against loss by fire, hazards of extended coverage and such
      other
      hazards as are customary in the area where the Mortgaged Property is located,
      pursuant to insurance policies conforming to the requirements of the Servicing
      Addendum. All such insurance policies contain a standard mortgagee clause naming
      the Seller, its successors and assigns as mortgagee and, to RWT's knowledge,
      all
      premiums thereon have been paid. If the Mortgaged Property is in an area
      identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
      Federal Emergency Management Agency as having special flood hazards (and such
      flood insurance has been made available) a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      is in effect which policy conforms to the requirements of FNMA and FHLMC. The
      Mortgage obligates the Mortgagor thereunder to maintain all such insurance
      at
      the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
      authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s
      cost and expense and to seek reimbursement therefor from the
      Mortgagor;

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

     

    (viii)
      Any and all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing or disclosure laws
      applicable to the origination and servicing of mortgage loans of a type similar
      to the Mortgage Loans have been complied with;

    


    (ix)
      The
      Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, cancellation, subordination, rescission
      or
      release;

    


    (x)
      The
      Mortgage is a valid, existing and enforceable first lien on the Mortgaged
Property,
      including all improvements on the Mortgaged Property subject only to (a) the
      lien of current real property taxes and assessments not yet due and payable,
      (b)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of the public record as of the date of recording being acceptable to
      mortgage lending institutions generally and specifically referred to in the
      lender’s title insurance policy delivered to the originator of the Mortgage Loan
      and which do not adversely affect the Appraised Value of the Mortgaged Property,
      and (c) other matters to which like properties are commonly subject which do
      not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates a valid, existing and enforceable first lien and first
      priority security interest on the property described therein and the Seller
      has
      full right to sell and assign the same to the Purchaser. The Mortgaged Property
      was not, as of the date of origination of the Mortgage Loan, subject to a
      mortgage, deed of trust, deed to secure debt or other security instrument
      creating a lien subordinate to the lien of the Mortgage;

    


    (xi)
      The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms;

    


    (xii)
      All
      parties to the Mortgage Note and the Mortgage had legal capacity to enter into
      the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
      and the Mortgage Note and the Mortgage have been duly and properly executed
      by
      such parties. The Mortgagor is a natural person;

    


    (xiii)
      The proceeds of the Mortgage Loan have been fully disbursed to or for the
      account of the Mortgagor and there is no obligation for the Mortgagee to advance
      additional funds thereunder and any and all requirements as to completion of
      any
      on-site or off-site improvement and as to disbursements of any escrow funds
      therefor have been complied with. All costs, fees and expenses incurred in
      making or closing the Mortgage Loan and the recording of the Mortgage have
      been
      paid, and the Mortgagor is not entitled to any refund of any amounts paid or
      due
      to the Mortgagee pursuant to the Mortgage Note or Mortgage;

    


    (xiv)
      The
      Seller is the sole legal, beneficial and equitable owner of the Mortgage Note
      and the Mortgage and has full right to transfer and sell the Mortgage Loan
      to
      the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
      claim or security interest;

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

     

    (xv)
      All
      parties which have had any interest in the Mortgage Loan, whether as
mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) in compliance with any and all applicable
      “doing business” and licensing requirements of the laws of the state wherein the
      Mortgaged Property is located;

    


    (xvi)
      The
      Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
      title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan
      has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
      acceptable to FNMA and FHLMC, issued by a title insurer acceptable to FNMA
      and
      FHLMC and qualified to do business in the jurisdiction where the Mortgaged
      Property is located, insuring (subject to the exceptions contained in (x)(a)
      and
      (b) above) the Seller, its successors and assigns as to the first priority
      lien
      of the Mortgage in the original principal amount of the Mortgage Loan and,
      with
      respect to any Adjustable Rate Mortgage Loan, against any loss by reason of
      the
      invalidity or unenforceability of the lien resulting from the provisions of
      the
      Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
      Payment. Additionally, such lender’s title insurance policy affirmatively
      insures ingress and egress to and from the Mortgaged Property, and against
      encroachments by or upon the Mortgaged Property or any interest therein. The
      Seller is the sole insured of such lender’s title insurance policy, and such
      lender’s title insurance policy is in full force and effect and will be in full
      force and effect upon the consummation of the transactions contemplated by
      the
      HomeBanc Purchase Agreement. To RWT's knowledge, no claims have been made under
      such lender’s title insurance policy, and no prior holder of the related
      Mortgage, including the Seller, has done, by act or omission, anything which
      would impair the coverage of such lender’s title insurance policy;

    


    (xvii)
      There is no default, breach, violation or event of acceleration existing under
      the Mortgage or the Mortgage Note and, to RWT's knowledge, no event which,
      with
      the passage of time or with notice and the expiration of any grace or cure
      period, would constitute a default, breach, violation or event of acceleration,
      and the Seller has not waived any default, breach, violation or event of
      acceleration; 

    


    (xviii)
      There are no mechanics’ or similar liens or claims which have been filed for
      work, labor or material (and no rights are outstanding that under law could
      give
      rise to such lien) affecting the related Mortgaged Property which are or may
      be
      liens prior to, or equal or coordinate with, the lien of the related Mortgage;
      

    


    (xix)
      Except to the extent affirmatively insured under an ALTA lender’s title
      insurance policy issued in conformance with subsection (xv) above, to RWT's
      knowledge, all improvements which were considered in determining the Appraised
      Value of the related Mortgaged Property lay wholly within the boundaries and
      building restriction lines of the Mortgaged Property and no improvements on
      adjoining properties encroach upon the Mortgaged Property;

    


    (xx)
      The
      Mortgage Loan was originated by the Seller or by a savings and loan association,
      a savings bank, a commercial bank or similar banking institution which is
      supervised and examined by a federal or state authority, or by a mortgagee
      approved as such by the Secretary of HUD;

    


    (xxi)
      Principal payments on the Mortgage Loan commenced no more than sixty days after
      the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears
      interest at the Mortgage Interest Rate. With respect to each Mortgage Loan,
      the
      Mortgage Note is payable on the first day of each month in Monthly Payments,
      which, in the case of a Fixed Rate Mortgage Loans, are sufficient to fully
      amortize the original principal balance over the original term thereof and
      to
      pay interest at the related Mortgage Interest Rate, and, in the case of an
      Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
      any
      case, are sufficient to fully amortize the original principal balance over
      the
      original term thereof and to pay interest at the related Mortgage Interest
      Rate.
      The Index for each Adjustable Rate Mortgage Loan is as defined in the related
      Confirmation. The Mortgage Note does not permit negative amortization. No
      Mortgage Loan is a Convertible Mortgage Loan;

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

     

    (xxii)
      The origination and collection practices used by the Seller with respect to
      each
      Mortgage Note and Mortgage have been in all respects legal, proper, prudent
      and
      customary in the mortgage origination and servicing industry. The Mortgage
      Loan
      has been serviced by the Seller and any predecessor servicer in accordance
      with
      the terms of the Mortgage Note. With respect to escrow deposits and Escrow
      Payments, if any, all such payments are in the possession of, or under the
      control of, the Seller and there exist no deficiencies in connection therewith
      for which customary arrangements for repayment thereof have not been made.
      No
      escrow deposits or Escrow Payments or other charges or payments due the Seller
      have been capitalized under any Mortgage or the related Mortgage Note and no
      such escrow deposits or Escrow Payments are being held by the Seller for any
      work on a Mortgaged Property which has not been completed;

    


    (xxiii)
      To RWT's knowledge, the Mortgaged Property is free of damage and waste and,
      to
      RWT's knowledge, there is no proceeding pending for the total or partial
      condemnation thereof;

    


    (xxiv)
      The Mortgaged Property has not been subject to any bankruptcy proceeding or
      foreclosure proceeding and the Mortgagor has not filed for protection under
      applicable bankruptcy laws. There is no homestead or other exemption available
      to the Mortgagor which would interfere with the right to sell the Mortgaged
      Property at a trustee’s sale or the right to foreclose the Mortgage. The
      Mortgagor has not notified the Seller and the Seller has no knowledge of any
      relief requested or allowed to the Mortgagor under the Soldiers and Sailors
      Civil Relief Act of 1940;

    


    (xxv)
      The
      Mortgage Loan was underwritten in accordance with the underwriting standards
      of the Seller in effect at the time the Mortgage Loan was originated which
      underwriting standards satisfy the standards of FNMA and FHLMC; and the Mortgage
      Note and Mortgage are on forms acceptable to FNMA and FHLMC;

    


    (xxvi)
      The Mortgage Note is not and has not been secured by any collateral except
      the
      lien of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (x) above;

    


    (xxvii)
      The Mortgage File contains an appraisal of the related Mortgaged Property which
      satisfied the standards of FNMA and FHLMC and was made and signed, prior to
      the
      approval of the Mortgage Loan application, by a qualified appraiser, duly
      appointed by the Seller, who had no interest, direct or indirect in the
      Mortgaged Property or in any loan made on the security thereof, whose
      compensation is not affected by the approval or disapproval of the Mortgage
      Loan
      and who met the minimum qualifications of FNMA and FHLMC. Each appraisal of
      the
      Mortgage Loan was made in accordance with the relevant provisions of the
      Financial Institutions Reform, Recovery, and Enforcement Act of
      1989;

    


    (xxviii)
      In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in the Mortgage, and no fees or expenses are
      or
      will become payable by the Purchaser to the trustee under the deed of trust,
      except in connection with a trustee’s sale after default by the
      Mortgagor;

    


    (xxix)
      No
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
      by
      any source other than the Mortgagor or (c) contains any other similar provisions
      which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
      payment mortgage loan and the Mortgage Loan does not have a shared appreciation
      or other contingent interest feature; 

    


    (xxx)
      The
      Mortgagor has executed a statement to the effect that the Mortgagor has received
      all disclosure materials required by applicable law with respect to the making
      of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
      adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
      and
      rescission materials with respect to Refinanced Mortgage Loans, and such
      statement is and will remain in the Mortgage File;

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

     

    (xxxi)
      No
      Mortgage Loan was made in connection with (a) the construction or rehabilitation
      of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
      Mortgaged Property; 

    


    (xxxii)
      RWT has no knowledge of any circumstances or condition with respect to the
      Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
      standing that can reasonably be expected to cause the Mortgage Loan to be an
      unacceptable investment, cause the Mortgage Loan to become delinquent, or
      adversely affect the value of the Mortgage Loan;

    


    (xxxiii)
      No Mortgage Loan had an LTV at origination in excess of 95%. Each Mortgage
      Loan
      with an LTV at origination in excess of 80% is and will be subject to a Primary
      Insurance Policy, issued by a Qualified Insurer, which insures that portion
      of
      the Mortgage Loan in excess of the portion of the Appraised Value of the
      Mortgaged Property as required by FNMA. To
      the
      knowledge of RWT, all
      provisions of such Primary Insurance Policy have been and are being complied
      with, such policy is in full force and effect, and, to
      the
      knowledge of RWT,
      all
      premiums due thereunder have been paid. Any Mortgage subject to any such Primary
      Insurance Policy obligates the Mortgagor thereunder to maintain such insurance
      and to pay all premiums and charges in connection therewith. The Mortgage
      Interest Rate for the Mortgage Loan does not include any such insurance
      premium;

    


    (xxxiv)
      The Mortgaged Property is lawfully occupied under applicable law; all
      inspections, licenses and certificates required to be made or issued with
      respect to all occupied portions of the Mortgaged Property and, with respect
      to
      the use and occupancy of the same, including but not limited to certificates
      of
      occupancy, have been made or obtained from the appropriate
      authorities;

    


    (xxxv)
      No
      error, omission, misrepresentation, negligence, fraud or similar occurrence
      with
      respect to a Mortgage Loan has taken place on the part of any person, including
      without limitation the Mortgagor, any appraiser, any builder or developer,
      or
      any other party involved in the origination of the Mortgage Loan or in the
      application of any insurance in relation to such Mortgage Loan;

    


    (xxxvi)
      The Assignment of Mortgage is in recordable form and is acceptable for recording
      under the laws of the jurisdiction in which the Mortgaged Property is
      located;

    


    (xxxvii)
      Any principal advances made to the Mortgagor prior to the Cut-off Date have
      been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to FNMA and FHLMC.
      The consolidated principal amount does not exceed the original principal amount
      of the Mortgage Loan;

    


    (xxxviii)
      No Mortgage Loan has a balloon payment feature;

    


    (xxxix)
      If the Residential Dwelling on the Mortgaged Property is a condominium unit
      or a
      unit in a planned unit development (other than a de minimis planned unit
      development) such condominium or planned unit development project meets the
      eligibility requirements of FNMA and FHLMC; (xl) No Mortgage Loan which is
      a
      Cash-out Refinancing was originated in the State of Texas;

    


    (xli)
      The
      source of the down payment with respect to each Mortgage Loan has been fully
      verified by the Seller;

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

    (xlii)
      Interest on each Mortgage Loan is calculated on the basis of a 360-day year
      consisting
      of twelve 30-day months;

    


    (xliii)
      To the best of RWT's knowledge, the Mortgaged Property is in material compliance
      with all applicable environmental laws pertaining to environmental hazards
      including, without limitation, asbestos, and neither the Seller nor, to RWT's
      knowledge, the related Mortgagor, has received any notice of any violation
      or
      potential violation of such law;

    


    (xliv)
      The Seller shall, at its own expense, cause each Mortgage Loan to be covered
      by
      a Tax Service Contract which is assignable to the Purchaser or its designee;
      provided however, that if the Seller fails to purchase such Tax Service
      Contract, the Seller shall be required to reimburse the Purchaser for all costs
      and expenses incurred by the Purchaser in connection with the purchase of any
      such Tax Service Contract;

    


    (xlv)
      Each Mortgage Loan is covered by a Flood Zone Service Contract which is
assignable
      to the Purchaser or its designee or, for each Mortgage Loan not covered by
      such
      Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
      Service Contract;

    


    (xlvi)
      No
      Mortgage Loan is subject to the provisions of the Homeownership and Equity
      Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is “high cost” as defined
      by any applicable federal, state or local predatory or abusive lending law,
      and
      no mortgage loan is a “high cost” or “covered” mortgage loan, as applicable (as
      such terms are defined in the then current Standard and Poor’s LEVELS Glossary
      which is now Version 6.0, Appendix E);

     

    (xlvii)
      No predatory or deceptive lending practices, including but not limited to,
      the
      extension of credit to the mortgagor without regard for the mortgagor’s ability
      to repay the Mortgage Loan and the extension of credit to the mortgagor which
      has no apparent benefit to the mortgagor, were employed by the originator of
      the
      Mortgage Loan in connection with the origination of the Mortgage
      Loan;

    


    (xlviii)
      None of the proceeds of any Mortgage Loan were used to finance the purchase
      of
      single premium credit insurance policies;

     

    (xlix) No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (l) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC;

    


    (li) There
      were no adverse selection procedures used in selecting the Mortgage Loan from
      among the residential mortgage loans which were available for inclusion in
      the
      Mortgage Loans; and

     

    (lii) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state and federal laws, including, but not limited to, all
      applicable predatory or abusive lending laws.

     

    
      
        
        

      

      
        121

        
          

        

      

       

    


    
      	
              XVII.

            	
              With
                respect to Mortgage Loans purchased under the Seller’s Warranties and
                Servicing Agreement, dated as of June 1, 2007 (WFHM 2007-W24) by
                and
                between Redwood Trust, Inc. and Wells Fargo Bank, N.A. (the "Redwood-Wells
                Fargo Agreement")

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Redwood-Wells
      Fargo Agreement.

    


    
      	(a)	
              Mortgage
                Loans as Described.

            


    

    


    The
      information set forth in the Mortgage Loan Schedule attached hereto as
Exhibit
      A
      and the information contained on the Data File Fields contained on the Data
      File
      delivered to the Purchaser are true and correct; provided that the Company
      makes
      no representation or warranty as to the accuracy of Unverified Information;
      and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

    


    
      	(b)	
              Payments
                Current.

            


    

    


    All
      payments required to be made up to the Cut-off Date for the Mortgage Loan
under
      the
      terms of the Mortgage Note have been made and credited. No payment under
      any
      Mortgage Loan has been thirty (30) days delinquent more than one (1)
time
      within twelve (12) months prior to the Closing Date;

    


    
      	(c)	
              No
                Outstanding Charges.

            


    

    


    There
      are
      no defaults in complying with the terms of the Mortgages, and all taxes,
governmental
      assessments, insurance premiums, leasehold payments, water, sewer
      and
      municipal charges, which previously became due and owing have
      been paid,
      or
      an escrow of funds has been established in an amount sufficient to pay for
      every
      such item which remains unpaid and which has been assessed but is not
      yet due
      and
      payable. The Company has not advanced funds, or induced, or solicited
directly
      or indirectly, the payment of any amount required under the Mortgage
Loan,
      except for interest accruing from the date of the Mortgage Note or date of
      disbursement
      of the Mortgage Loan proceeds, whichever is later, to the day which precedes
      by one month the Due Date of the first installment of principal and interest;

    


    
      	(d)	
              Original
                Terms Unmodified.

            


    

    


    The
      terms
      of the Mortgage Note and Mortgage have not been impaired, waived, altered
      or modified in any respect, except by a written instrument which has
      been recorded
      or registered with the MERS System, if necessary, to protect the interests
      of the Purchaser and is retained by the Company in the Retained Mortgage
      File; and the related Mortgage Note which has been delivered to the Custodian.
      The substance of any such waiver, alteration or modification has been
approved
      by the issuer of any related PMI Policy and the title insurer, to
      the extent
      required by the policy, and its terms are reflected on the related Mortgage
      Loan
      Schedule. No Mortgagor has been released, in whole or in part, except in
connection
      with an assumption agreement approved by the issuer of any related PMI
      Policy and the title insurer, to the extent required by the policy, and which
      assumption
      agreement is part of the Custodial Mortgage File delivered to the Custodian
      and the terms of which are reflected in the related Mortgage Loan Schedule;

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

     

    
      	(e)	
              No
                Defenses.

            


    

    


    The
      Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
      or
      defense, including without limitation the defense of usury, nor will the
operation
      of any of the terms of the Mortgage Note or the Mortgage, or the exercise
      of any right thereunder, render either the Mortgage Note or the Mortgage
unenforceable,
      in whole or in part, or subject to any right of rescission, set-off,
counterclaim
      or defense, including without limitation the defense of usury, and no
such
      right of rescission, set-off, counterclaim or defense has been asserted with
      respect
      thereto;

    


    
      	(f)	
              No
                Satisfaction of Mortgage.

            


    

    


    The
      Mortgage has not been satisfied, canceled, subordinated or rescinded, in
whole
      or
      in part, and the Mortgaged Property has not been released from the lien
of
      the
      Mortgage, in whole or in part, nor has any instrument been executed that
would
      effect any such satisfaction, release, cancellation, subordination or
rescission;

    


    
      	(g)	
              Validity
                of Mortgage Documents.

            


    

    


    The
      Mortgage Note and the Mortgage and related documents are genuine, and
each
      is
      the legal, valid and binding obligation of the maker thereof enforceable in
      accordance
      with its terms. All parties to the Mortgage Note and the Mortgage had
      legal
      capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage
      Note and the Mortgage, and the Mortgage Note and the Mortgage have been
      duly
      and properly executed by such parties. The Company has reviewed all documents
      constituting the Retained Mortgage File and Custodial Mortgage File and
      has
      made such inquiries as it deems necessary to make and confirm the accuracy
      of the representations set forth herein;

    


    With
      respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the
Pledge
      Agreement, and related documents are genuine, and each is the legal, valid
      and
      binding obligation of the maker thereof enforceable in accordance with its
      terms.
      All parties to the Mortgage Note, the Mortgage, the Pledge
      Agreement, the
      Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
      of Proprietary Lease had legal capacity to enter into the Mortgage Loan
      and
      to execute and deliver such documents, and such documents have been duly
      and
      properly executed by such parties;

    


    
      	(h)	
              No
                Fraud.

            


    

    


    No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence
with
      respect to a Mortgage Loan has taken place on the part of the Company, or
the
      Mortgagor (except with respect to the accuracy of Unverified Information),
      or
to
      the
      best of the Company’s knowledge, any appraiser, any builder, or any developer,
      or any other party involved in the origination of the Mortgage Loan or
in
      the
      application of any insurance in relation to such Mortgage Loan;

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

    
      	(i)	
              Compliance
                with Applicable Laws.

            


    

    


    Any
      and
      all requirements of any federal, state or local law including, without
limitation,
      usury, truth-in-lending, real estate settlement procedures, consumer
credit
      protection and privacy, equal credit opportunity, disclosure or predatory
and
      abusive lending laws applicable to the Mortgage Loan have been complied
with.
      All
      inspections, licenses and certificates required to be made or issued with
respect
      to all occupied portions of the Mortgaged Property and, with respect to the
      use
      and
      occupancy of the same, including, but not limited to, certificates of
occupancy
      and fire underwriting certificates, have been made or obtained from the
      appropriate authorities;

    


    
      	(j)	
              Location
                and Type of Mortgaged Property.

            


    

    


    The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan
      Schedule and consists of a contiguous parcel of real property with a
detached
      single family residence erected thereon, or a two- to four-family dwelling,
      or an individual condominium unit in a condominium project, or a Cooperative
      Apartment, or an individual unit in a planned unit development or a townhouse,
      provided, however, that any condominium project or planned unit development
      shall conform to the applicable Fannie Mae or Freddie Mac requirements,
      the Company Underwriting Guidelines (other than the exception identified
      for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines,
      as applicable, regarding such dwellings, and no residence or dwelling
is
      a
      mobile home or manufactured dwelling. As of the respective appraisal date
for
      each
      Mortgaged Property, any Mortgaged Property being used for commercial
purposes
      conforms to the Company Underwriting Guidelines (other than the exception
      identified for Exception Mortgage Loans) or the Third-Party Underwriting
      Guidelines, as applicable and, to the best of the Company’s knowledge,
      since the date of such appraisal, no portion of the Mortgaged Property
was
      being
      used for commercial purposes outside of the Company Underwriting Guidelines
      (other than the exception identified for Exception Mortgage Loans) or
the
      Third-Party Underwriting Guidelines, as applicable;

    


    
      	(k)	
              Valid
                First Lien.

            


    

    


    The
      Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
      Property,
      including all buildings on the Mortgaged Property and all installations
and
      mechanical, electrical, plumbing, heating and air conditioning systems
located
      in or annexed to such buildings, and all additions, alterations and replacements
      made at any time with respect to the foregoing. The lien of the Mortgage
      is subject only to: 

     

    
      	
            	(1)	
              the
                lien of current real property taxes and assessments not yet due and
                payable;

            


    

    


    
      	
            	(2)	
              covenants,
                conditions and restrictions, rights of way, easements and other
                matters
                of the public record as of the date of recording acceptable to
                mortgage
                lending institutions generally and specifically referred to in the
                lender's
                title insurance policy delivered to the originator of the Mortgage
                Loan
                and (i) referred to or otherwise  considered in the appraisal made
                for the
                originator of the Mortgage Loan and (ii) which do not adversely affect
                the
                Appraised Value of the Mortgaged Property set forth in such appraisal;
                and

            


    

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

     

    
      	
            	(3)	
              other
                matters to which like properties are commonly subject which do not
                materially
                interfere with the benefits of the security intended to be provided
                by the mortgage or the use, enjoyment, value or marketability of
                the
                related Mortgaged Property.

            


    

    


    Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered
      in connection with the Mortgage Loan establishes and creates a valid,
subsisting
      and enforceable first lien and first priority security interest on the
property
      described therein and the Company has full right to sell and assign the
same
      to
      the Purchaser;

    


    With
      respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable
      and subsisting first security interest in the Cooperative Shares and
Proprietary
      Lease, subject only to (i) the lien of the related Cooperative for unpaid
assessments
      representing the Mortgagor’s pro rata share of the Cooperative’s payments
      for its blanket mortgage, current and future real property taxes, insurance
      premiums, maintenance fees and other assessments to which like collateral
      is commonly subject and (ii) other matters to which like collateral is
commonly
      subject which do not materially interfere with the benefits of the security
      intended to be provided by the Pledge Agreement; provided, however, that
      the
      appurtenant Proprietary Lease may be subordinated or otherwise subject
to
      the
      lien of any mortgage on the Project;

    


    
      	(l)	
              Full
                Disbursement of Proceeds.

            


    

    


    The
      proceeds of the Mortgage Loan have been fully disbursed, except for escrows
      established
      or created due to seasonal weather conditions, and there is no requirement
      for future advances thereunder. All costs, fees and expenses incurred
in
      making
      or closing the Mortgage Loan and the recording of the Mortgage were paid,
      and
      the Mortgagor is not entitled to any refund of any amounts paid or due
under
      the
      Mortgage Note or Mortgage;

    


    
      	(m)	
              Consolidation
                of Future Advances.

            


    

    


    Any
      future advances made prior to the Cut-off Date, have been consolidated
      with the
      outstanding principal amount secured by the Mortgage, and the secured
principal
      amount, as consolidated, bears a single interest rate and single repayment
      term reflected on the related Mortgage Loan Schedule. The lien of the
Mortgage
      securing the consolidated principal amount is expressly insured as having
      first lien priority by a title insurance policy, an endorsement to the policy
      insuring
      the mortgagee’s consolidated interest or by other title evidence acceptable
      to Fannie Mae or Freddie Mac; the consolidated principal amount does
not
      exceed the original principal amount of the Mortgage Loan; the Company
shall
      not
      make future advances after the Cut-off Date;

    


    
      	(n)	
              Ownership.

            


    

    


    The
      Company is the sole owner of record and holder of the Mortgage Loan and
the
      related Mortgage Note and the Mortgage are not assigned or pledged, and the
      Company
      has good and marketable title thereto and has full right and authority to
transfer
      and sell the Mortgage Loan to the Purchaser. The Company is transferring
      the Mortgage Loan free and clear of any and all encumbrances, liens,
pledges,
      equities, participation interests, claims, charges or security interests of
      any
      nature encumbering such Mortgage Loan;

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

    
      	(o)	
              Origination/Doing
                Business.

            


    

    


    The
      Mortgage Loan was originated by a savings and loan association, a savings
bank,
      a
      commercial bank, a credit union, an insurance company, or similar institution
      that is supervised and examined by a federal or state authority or by a
mortgagee
      approved by the Secretary of Housing and Urban Development pursuant
      to Sections 203 and 211 of the National Housing Act. All parties which
have
      had
      any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee
      or otherwise, are (or, during the period in which they held and disposed
of
      such
      interest, were) (1) in compliance with any and all applicable licensing
requirements
      of the laws of the state wherein the Mortgaged Property is located, and
      (2)
      organized under the laws of such state, or (3) qualified to do business in
      such
      state, or (4) federal savings and loan associations or national banks having
      principal
      offices in such state, or (5) not doing business in such state;

    


    
      	(p)	
              LTV,
                PMI Policy.

            


    

    


    No
      Mortgage Loan has an LTV greater than 95%. Except as set forth on the
related
      Data File, each Mortgage Loan with an LTV greater than 80% at the time
of
      origination, a portion of the unpaid principal balance of the Mortgage Loan
      is
and
      will
      be insured as to payment defaults by a PMI Policy. If the Mortgage Loan
is
      insured by a PMI Policy which is not an LPMI Policy, the coverage will remain
      in
      place
      until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise
terminated
      pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et
      seq.
      All provisions of such PMI Policy or LPMI Policy have been and are being
      complied with, such policy is in full force and effect, and all premiums due
      thereunder
      have been paid. The Qualified Insurer has a claims paying ability acceptable
      to Fannie Mae or Freddie Mac. Any Mortgage Loan subject to a PMI Policy
      or
      LPMI Policy obligates the Mortgagor or the Company to maintain the PMI
      Policy or LPMI Policy, as applicable, and to pay all premiums and charges
in
      connection therewith. The Mortgage Interest Rate for the Mortgage Loan as
set
      forth
      on the related Mortgage Loan Schedule is net of any such insurance premium;

    


    
      	(q)	
              Title
                Insurance.

            


    

    


    The
      Mortgage Loan is covered by an ALTA lender's title insurance policy (or in
      the
      case
      of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction
      where such policies are generally not available, an opinion of counsel
of
      the
      type customarily rendered in such jurisdiction in lieu of title insurance)
      or
other
      generally acceptable form of policy of insurance acceptable to Fannie Mae
or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
and
      qualified to do business in the jurisdiction where the Mortgaged Property is
      located,
      insuring the Company, its successors and assigns, as to the first priority
      lien
      of
      the Mortgage in the original principal amount of the Mortgage Loan, subject
      only to the exceptions contained in clauses (1), (2) and (3) of subclause
(k)
      of
      this Section 3.02, and against any loss by reason of the invalidity or
unenforceability
      of the lien resulting from the provisions of the Mortgage providing
      for adjustment to the Mortgage Interest Rate and Monthly Payment. The
      Company is the sole insured of such lender's title insurance policy, and such
      lender's
      title insurance policy is in full force and effect and will be in force and
      effect
      upon the consummation of the transactions contemplated by the Redwood-Wells
      Fargo Agreement. No claims have been made under such lender's title insurance
      policy,  and
      no
      prior holder of the Mortgage, including the Company, has done, by act or
omission,
      anything which would impair the coverage of such lender's title insurance
      policy;

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

    
      	(r)	
              No
                Defaults.

            


    

    


    There
      is
      no default, breach, violation or event of acceleration existing under the
Mortgage
      or the Mortgage Note and no event which, with the passage of time or
with
      notice and the expiration of any grace or cure period, would constitute a
default,
      breach, violation or event of acceleration, and neither the Company nor
its
      predecessors have waived any default, breach, violation or event of acceleration;
      

    


    
      	(s)	
              No
                Mechanics' Liens.

            


    

    


    There
      are
      no mechanics' or similar liens or claims which have been filed for work,
labor
      or
      material (and no rights are outstanding that under the law could give rise
      to
      such
      liens) affecting the related Mortgaged Property which are or may be liens
prior
      to,
      or equal or coordinate with, the lien of the related Mortgage which are
not
      insured against by the title insurance policy referenced in subclause (q) of
      Section 3.02 of the Redwood-Wells Fargo Agreement; 

    


    
      	(t)	
              Location
                of Improvements; No Encroachments.

            


    

    


    Except
      as
      insured against by the title insurance policy referenced in subclause (q)
of
      Section 3.02 of the Redwood-Wells Fargo Agreement, all improvements which were
      considered in determining the Appraised Value of the Mortgaged Property lay
      wholly within the boundaries and building restriction lines of the Mortgaged
      Property and no improvements on adjoining properties encroach upon the Mortgaged
      Property. No improvement located on or being part of the Mortgaged Property
      is
      in violation of any applicable zoning law or regulation;

    


    
      	(u)	
              Payment
                Terms.

            


    

    


    Except
      with respect to the Interest Only Mortgage Loans, principal payments
commenced
      no more than sixty (60) days after the funds were disbursed to the Mortgagor
      in connection with the Mortgage Loan. Except with respect to the Interest
      Only Mortgage Loans, each Mortgage Loan is payable in equal monthly installments
      of principal and interest, with interest calculated and payable in arrears,
      sufficient to amortize the Mortgage Loan fully by the stated maturity date
      set
      forth
      in the Mortgage Note over an original term to maturity of not more than
thirty
      (30) years. As to each Adjustable Rate Mortgage Loan on each applicable
Adjustment
      Date, the Mortgage Interest Rate will be adjusted to equal the sum of
the
      Index
      plus the applicable Gross Margin, rounded up or down to the nearest multiple
      of 0.125% indicated by the Mortgage Note; provided that the Mortgage
Interest
      Rate will not increase or decrease by more than the Periodic Interest Rate
      Cap
      on
      any Adjustment Date, and will in no event exceed the Maximum Mortgage
      Interest Rate or be lower than the Minimum Mortgage Interest Rate listed
      on
      the Mortgage Note for such Mortgage Loan. As to each Adjustable Rate
Mortgage
      Loan that is not an Interest Only Mortgage Loan, each Mortgage Note requires
      a monthly payment which is sufficient, during the period prior to the first
      adjustment
      to the Mortgage Interest Rate, to fully amortize the outstanding principal
      balance as of the first day of such period over the then remaining term of
      such
      Mortgage Note and to pay interest at the related Mortgage Interest Rate.
With
      respect to each Interest Only Mortgage Loan, the interest-only period shall
      not
      exceed fifteen (15) years (or such other period specified on the related Data
      File)
      and
      following the expiration of such interest-only period, the remaining
Monthly
      Payments shall be sufficient to fully amortize the original principal
balance
      over the remaining term of the Mortgage Loan and to pay interest at the
related
      Mortgage Interest Rate. As to each Adjustable Rate Mortgage Loan, if the
related
      Mortgage Interest Rate changes on an Adjustment Date or, with respect to
an
      Interest Only Mortgage Loan, on an Adjustment Date following the related
interest-only
      period, the then outstanding principal balance will be reamortized over
      the
      remaining life of such Mortgage Loan. No Adjustable Rate Mortgage Loan
      contains terms or provisions which would result in negative
      amortization;

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    
      	(v)	
              Customary
                Provisions.

            


    

    


    The
      Mortgage and related Mortgage Note contain customary and enforceable
provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (i) in the case of a Mortgage designated as a
      deed
      of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There
      is no homestead or other exemption available to a Mortgagor which would
      interfere with the right to sell the Mortgaged Property at a trustee's sale
      or
      the right to foreclose the Mortgage;

    


    
      	(w)	
              Occupancy
                of the Mortgaged Property.

            


    

    


    As
      of the
      date of origination, the Mortgaged Property was lawfully occupied under
      applicable law;

    


    
      	(x)	
              No
                Additional Collateral.

            


    

    


    Except
      in
      the case of a Pledged Asset Mortgage Loan and as indicated on the related
      Data File, the Mortgage Note is not and has not been secured by any collateral,
      pledged account or other security except the lien of the corresponding
Mortgage
      and the security interest of any applicable security agreement or chattel
mortgage
      referred to in subclause (k) of Section 3.02 of the Redwood-Wells Fargo
      Agreement;

    


    
      	(y)	
              Deeds
                of Trust.

            


    

    


    In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
      applicable law to serve as such, has been properly designated and currently
      so
      serves
      and is named in the Mortgage, and no fees or expenses are or will become
      payable by the mortgagee to the trustee under the deed of trust, except in
      connection
      with a trustee's sale after default by the Mortgagor;

    


    
      	(z)	
              Acceptable
                Investment.

            


    

    


    The
      Company has no knowledge of any circumstances or conditions with respect
to
      the
      Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's
credit
      standing that can reasonably be expected to cause private institutional
investors
      to regard the Mortgage Loan as an unacceptable investment, cause the
Mortgage
      Loan to become delinquent, or adversely affect the value or marketability
      of the Mortgage Loan;

     

    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

       

    

    
      	(aa)	
              Transfer
                of Mortgage Loans.

            


    

    


    If
      the
      Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage,
      upon the insertion of the name of the assignee and recording information,
      is in recordable form and is acceptable for recording under the laws
of
      the
      jurisdiction in which the Mortgaged Property is located;

    


    
      	(bb)	
              Mortgaged
                Property Undamaged.

            


    

    


    The
      Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
      windstorm, flood, tornado or other casualty so as to affect adversely the value
      of the Mortgaged Property as security for the Mortgage Loan or the use for
      which
      the premises were intended;

    


    
      	(cc)	
              Collection
                Practices; Escrow Deposits.

            


    

    


    The
      origination, servicing and collection practices used with respect to the
      Mortgage Loan have been in accordance with Accepted Servicing Practices, and
      have been in all material respects legal and proper. With respect to escrow
      deposits and Escrow Payments, all such payments are in the possession of the
      Company and there exist no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made. All Escrow
      Payments have been collected in full compliance with state and federal law.
      No
      escrow deposits or Escrow Payments or other charges or payments due the Company
      have been capitalized under the Mortgage Note;

    


    
      	(dd)	
              No
                Condemnation.

            


    

    


    There
      is
      no proceeding pending or to the best of the Company’s knowledge threatened
      for the total or partial condemnation of the related Mortgaged Property;

    


    
      	(ee)	
              The
                Appraisal.

            


    

    


    The
      Servicing File for each Mortgage Loan includes an appraisal of the
      related Mortgaged
      Property. As to each Time$aver® Mortgage Loan, the appraisal may be
      from
      the original of the existing Company-serviced loan, which was refinanced
via
      such
      Time$aver® Mortgage Loan. The appraisal was conducted by an appraiser
      who had no interest, direct or indirect, in the Mortgaged Property or in
any
      loan
      made on the security thereof; and whose compensation is not affected by
the
      approval or disapproval of the Mortgage Loan, and the appraisal and the
appraiser
      both satisfy the applicable requirements of Title XI of the Financial
Institution
      Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
      thereunder, all as in effect on the date the Mortgage Loan was originated;

    


    
      	(ff)	
              Insurance.

            


    

    


    The
      Mortgaged Property securing each Mortgage Loan is insured by an insurer
acceptable
      to Fannie Mae or Freddie Mac against loss by fire and such hazards as
are
      covered under a standard extended coverage endorsement and such other hazards
      as
      are customary in the area where the Mortgaged Property is located pursuant
      to
      insurance policies conforming to the requirements of Section 4.10, in an amount
      which is at least equal to the lesser of (i) 100% of the insurable value, on
      a
      replacement cost basis, of the improvements on the related Mortgaged
      Property and (ii) the greater of (a) the outstanding principal balance of the
      Mortgage Loan or (b) an amount such that the proceeds of such insurance shall
      be
      sufficient to prevent the application to the Mortgagor or the loss payee of
      any
      coinsurance clause under the policy. If the Mortgaged Property is a condominium
      unit, it is included under the coverage afforded by a blanket policy for the
      project. If the improvements on the Mortgaged Property are in an area identified
      in the Federal Register by the Federal Emergency Management Agency as having
      special flood hazards, a flood insurance policy meeting the requirements of
      the
current
      guidelines of the Federal Insurance Administration is in effect with a generally
      acceptable insurance carrier, in an amount representing coverage not less than
      the least of (A) the outstanding principal balance of the Mortgage Loan, (B)
      the
      full insurable value and (C) the maximum amount of insurance which was available
      under the Flood Disaster Protection Act of 1973, as amended. All individual
      insurance policies contain a standard mortgagee clause naming the Company and
      its successors and assigns as mortgagee, and all premiums thereon have been
      paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard
      insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's
      failure to do so, authorizes the holder of the Mortgage to obtain and maintain
      such insurance at such Mortgagor's cost and expense, and to seek reimbursement
      therefor from the Mortgagor. The hazard insurance policy is the valid and
      binding obligation of the insurer, is in full force and effect, and will be
      in
      full force and effect and inure to the benefit of the Purchaser upon the
      consummation of the transactions contemplated by the Redwood-Wells Fargo
      Agreement. The Company has not acted or failed to act so as to impair the
      coverage of any such insurance policy or the validity, binding effect and
      enforceability thereof;

     

    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

     

    
      	(gg)	
              Servicemembers
                Civil Relief Act.

            


    

    


    The
      Mortgagor has not notified the Company, and the Company has no knowledge
      of any relief requested or allowed to the Mortgagor under the Servicemembers
      Civil Relief Act, as amended;

    


    
      	(hh)	
              No
                Balloon Payments, Graduated Payments or Contingent
                Interests.

            


    

    


    The
      Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
Loan
      does
      not have a shared appreciation or other contingent interest feature. No
Mortgage
      Loan has a balloon payment feature;

    


    
      	(ii)	
              No
                Construction Loans.

            


    

    


    No
      Mortgage Loan was made in connection with (i) the construction or rehabilitation
      of a Mortgage Property or (ii) facilitating the trade-in or exchange of a
      Mortgaged Property other than a construction-to-permanent loan which has
      converted to a permanent Mortgage Loan;

    


    
      	(jj)	
              Underwriting.

            


    

    


    
      	
            	(i)	
              Each
                Company Mortgage Loan was underwritten in accordance with the Company
                Underwriting Guidelines;

            


    

    


    
      	
            	(ii)	
              Each
                Third-Party Mortgage Loan was underwritten in accordance with the
                Third-Party
                Underwriting Guidelines;

            


    

    


    
      	
            	(iii)	
              Each
                Exception Mortgage Loan was underwritten in accordance with the
                Company
                Underwriting Guidelines; and

            


    

     

    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    

     

    
      	
            	(iv)	
              Each
                Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
                or Fannie Mae;

            


    

    


    
      	(kk)	
              No
                Bankruptcy.

            


    

    


    No
      Mortgagor was a debtor in any state or federal bankruptcy or insolvency
proceeding
      at the time the Mortgage Loan was originated and as of the Closing Date,
      the
      Company has not received notice that any Mortgagor is a debtor under
any
      state
      or federal bankruptcy or insolvency proceeding;

    


    
      	(ll)	
              The
                Mortgagor.

            


    

    


    The
      Mortgagor is one or more natural Persons and/or an Illinois land trust or a
      “living
      trust” and such “living trust” is in compliance with the Company Underwriting
      Guidelines (other than the exception identified for Exception Mortgage Loans)
      or
      the Third-Party Underwriting Guidelines, as applicable;

    


    
      	(mm)	
              Interest
                Calculation.

            


    

    


    Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of twelve 30-day months;

    


    
      	(nn)	
              Environmental
                Status.

            


    

    


    There
      is
      no pending action or proceeding directly involving the Mortgaged Property
      of which the Company is aware in which compliance with any environmental law,
      rule or regulation is an issue; and to the best of the Company’s knowledge,
      nothing further remains to be done to satisfy in full all requirements of each
      such law, rule or regulation constituting a prerequisite to the use and
      enjoyment of the Mortgaged Property;

    


    
      	(oo)	
              No
                High Cost Loans.

            


    

    


    No
      Mortgage Loan is a High Cost Loan or Covered Loan;

    


    
      	(pp)	
              Anti-Money
                Laundering Laws.

            


    

    


    The
      Company has complied with all applicable anti-money laundering laws and
regulations,
      including without limitation the USA Patriot ACT of 2001 (collectively, the
      “Anti-Money Laundering Laws”); the Company has established an anti-money
      laundering compliance program as required by the Anti-Money Laundering Laws,
      has
      conducted the requisite due diligence in connection with the origination of
      each
      Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with
      respect to the identity of the applicable Mortgagor and the origin of assets
      used by the said Mortgagor to purchase the related Mortgaged Property, and
      maintains sufficient information to identify the applicable Mortgagor for
      purposes of the Anti-Money Laundering Laws;

    


    
      	(qq)	
              Single
                Premium Credit Life Insurance.

            


    

    


    No
      Mortgagor was required to purchase any single premium credit insurance policy
      (e.g. life, disability, accident, unemployment or health insurance product)
      or
      debt cancellation agreement as a condition of obtaining the extension of credit.
      No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.
      life, disability, accident, unemployment or health insurance product) as part
      of
      the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were
      used to purchase single premium credit insurance policies or debt cancellation
      agreements as part of the origination of, or as a condition to closing, such
      Mortgage Loan;

     

    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    

     

    
      	(rr)	
              Buydown
                Mortgage Loans.

            


    

    


    With
      respect to each Mortgage Loan that is a Buydown Mortgage Loan:

    


    
      	
            	(i)	
              On
                or before the date of origination of such Mortgage Loan, the Company
                and
                the Mortgagor, or the Company, the Mortgagor and the seller of the
                Mortgaged Property or a third party entered into a Buydown Agreement.
                The
                Buydown Agreement provides that the seller of the Mortgaged Property
                (or
                third party) shall deliver to the Company temporary Buydown Funds
                in an
                amount equal to the aggregate undiscounted amount of payments that,
                when
                added to the amount the Mortgagor on such Mortgage Loan is obligated
                to
                pay on each Due Date in accordance with the terms of the Buydown
                Agreement, is equal to the full scheduled Monthly Payment due on
                such
                Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to
                qualify
                for the Buydown Mortgage Loan. The effective interest rate of a Buydown
                Mortgage Loan if less than the interest rate set forth in the related
                Mortgage Note will increase within the Buydown
                Period as provided in the related Buydown Agreement so that the effective
                interest rate will be equal to the interest rate as set forth in
                the
                related Mortgage Note. The Buydown Mortgage Loan satisfies the
                requirements of the Company Underwriting Guidelines (other than the
                exception identified for Exception Mortgage Loans) or the Third-Party
                Underwriting Guidelines, as
                applicable;

            


    

    


    
      	
            	(ii)	
              The
                Mortgage and Mortgage Note reflect the permanent payment terms
                rather
                than the payment terms of the Buydown Agreement. The Buydown Agreement
                provides for the payment by the Mortgagor of the full amount of the
                Monthly Payment on any Due Date that the Buydown Funds are available.
                The
                Buydown Funds were not used to reduce the original principal balance
                of
                the Mortgage Loan or to increase the Appraised Value of the Mortgage
                Property when calculating the Loan-to-Value Ratios for purposes of
                the
                Agreement and, if the Buydown Funds were provided by the Company
                and if
                required under the Company Underwriting Guidelines (other than the
                exception identified for Exception Mortgage Loans) or the Third-Party
                Underwriting Guidelines, as applicable, the terms of the Buydown
                Agreement
                were disclosed to the appraiser of the Mortgaged
                Property;

            


    

    


    
      	
            	(iii)	
              The
                Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor
                makes a principal payment for the outstanding balance of the Mortgage
                Loan;

            


    

    


    
      	
            	(iv)	
              As
                of the date of origination of the Mortgage Loan, the provisions of
                the
                related
                Buydown Agreement complied with the requirements of the Company
                Underwriting Guidelines (other than the exception identified for
                Exception
                Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable,
                regarding buydown agreements;

            


    

    


    
      	(ss)	
              Cooperative
                Loans.

            


    

    


    With
      respect to each Cooperative Loan:

    


    
      	
            	(i)	
              The
                Cooperative Shares are held by a Person as a tenant-stockholder in
                a
                Cooperative.
                Each original UCC financing statement, continuation statement or
                other
                governmental filing or recordation necessary to create or preserve
                the
                perfection and priority of the first lien and security interest in
                the
                Cooperative Loan and Proprietary Lease has been timely and properly
                made.
                Any security agreement, chattel mortgage or equivalent document related
                to
                the Cooperative Loan and delivered to Purchaser or its designee
                establishes in Purchaser a valid and subsisting perfected first lien
                on
                and security interest in the Mortgaged Property described therein,
                and
                Purchaser has full right to sell and assign the same. The Proprietary
                Lease term expires no less than five years after the Mortgage Loan
                term or
                such other term acceptable to Fannie Mae, Freddie Mac, the Company
                Underwriting Guidelines (other than the exception identified for
                Exception
                Mortgage Loans) or the Third-Party Underwriting Guidelines, as
                applicable;

            


    

     

    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii)	
              A
                Cooperative Lien Search has been made by a company competent to
                make
                the same which company is acceptable to Fannie Mae or Freddie Mac
                and
                qualified to do business in the jurisdiction where the Cooperative
                is
                located;

            


    

    


    
      	 	
              (iii)

            	
              (a)
                The term of the related Proprietary Lease is not less than the terms
                of
                the Cooperative Loan; (b) there is no provision in any Proprietary
                Lease
                which requires the Mortgagor to offer for sale the Cooperative Shares
                owned by such Mortgagor first to the Cooperative; (c) there is no
                prohibition in any Proprietary Lease against pledging the Cooperative
                Shares or assigning the Proprietary Lease; (d) the Cooperative has
                been
                created and exists in full compliance with the requirements for
                residential cooperatives in the jurisdiction in which the Project
                is
                located and qualifies as a cooperative housing corporation under
                Section
                216 of the Code; (e) the Recognition Agreement is on a form published
                by
                Aztech Document Services, Inc. or includes similar provisions; and
                (f) the
                Cooperative has good and marketable title to the Project, and owns
                the
                Project either in fee simple or under a leasehold that complies with
                the
                requirements of the Fannie Mae guidelines, Freddie Mac guidelines,
                the
                Company Underwriting Guidelines (other than the exception identified
                for
                Exception Mortgage Loans) or the Third-Party Underwriting Guidelines,
                as
                applicable; such title is free and clear of any adverse liens or
                encumbrances, except the lien of any blanket
                mortgage;

            


    

    


    
      	
            	(iv)	
              The
                Company has the right under the terms of the Mortgage Note, Pledge
                Agreement
                and Recognition Agreement to pay any maintenance charges or assessments
                owed by the Mortgagor; and

            


    

    


    
      	
            	(v)	
              Each
                Stock Power (i) has all signatures guaranteed or (ii) if all signatures
                are
                not guaranteed, then such Cooperative Shares will be transferred
                by the
                stock transfer agent of the Cooperative if the Company undertakes
                to
                convert the ownership of the collateral securing the related Cooperative
                Loan;

            


    

    


    
      	(tt)	
              Delivery
                of Custodial Mortgage Files.

            


    

    


    The
      Mortgage Note, Assignment of Mortgage and any other documents required
to
      be
      delivered by the Company have been delivered to the Custodian in accordance
      with
      the Redwood-Wells Fargo Agreement. The Company is in possession of a complete,
      true and accurate Retained Mortgage File in compliance with Exhibit C, except
      for such documents the originals of which have been delivered to the Custodian
      or for such documents where the originals of which have been sent for
      recordation;

    


    
      	(uu)	
              Credit
                Reporting.

            


    

    


    With
      respect to each Mortgage Loan, the Company has furnished complete information
      on the related borrower credit files to Equifax, Experian and Trans Union
      Credit Information Company, in accordance with the Fair Credit Reporting
Act
      and
      its implementing regulations;

    


    
      	(vv)	
              Contents
                of Retained Mortgage File.

            


    

    


    The
      Retained Mortgage File contains the Mortgage Loan Documents listed as
items
      6
      through 12 of Exhibit C attached to the Redwood-Wells Fargo Agreement, except
      for such documents where the originals of which have been sent for
      recordation;

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

     

    
      	(ww)	
              Pledged
                Asset Mortgage Loan.

            


    

    


    With
      respect to a Pledged Asset Mortgage Loan:

    


    
      	
            	(i)	
              The
                Pledge Holder has a rating of at least “AA” (or the equivalent) or
                better
                from at least two Rating Agencies and the Pledge Holder is obligated
                to
                give the beneficiary of each Letter of Credit at least sixty (60)
                days
                notice of any non-renewal of any Letter of
                Credit;

            


    

    


    
      	
            	(ii)	
              With
                respect to each Pledged Asset Mortgage Loan, the Company is the
                named
                beneficiary and no Person has drawn any funds against such Letter
                of
                Credit;

            


    

    


    
      	
            	(iii)	
              Each
                Letter of Credit is for an amount at least equal to an LTV of 20%
                of
                the
                lower of the purchase price or the Appraised Value of the related
                Mortgaged
                Property;

            


    

    


    
      	
            	(iv)	
              As
                of the Closing Date, the Company has complied with all the requirements
                of any Letter of Credit, and each Letter of Credit is a valid and
                enforceable obligation of the Pledge
                Holder;

            


    

    


    
      	
            	(v)	
              The
                Company has the right to draw on each Letter of Credit if the related
                Pledged
                Asset Mortgage Loan becomes ninety (90) days or more delinquent and
                to
                apply such proceeds as a partial prepayment
                thereon;

            


    

    


    
      	
            	(vi)	
              The
                Company has not received notice of any non-renewal of any Letter
                of
                Credit;

            


    

    


    
      	
            	(vii)	
              Upon
                a default by the Pledge Holder, the Company will have a perfected
                first
                priority security interest in the assets pledged to secure the Letter
                of
                Credit and has the right to obtain possession thereof and the right
                to
                liquidate such assets and apply the proceeds thereof to prepay the
                related
                Pledged Asset Mortgage Loan; and

            


    

     

    
      	
            	(viii)	
              The
                Letter of Credit is required to be in effect (either for its original
                term
                or
                through renewal) until such time as all amounts owed under the related
                Pledged Asset Mortgage Loan by the related Mortgagor are less than
                80% of
                the lesser of the Purchase Price or the Appraised Value of the related
                Mortgaged Property;

            


    

    


    
      	(xx)	
              Indiana.

            


    

    


    There
      is
      no Mortgage Loan that was originated on or after January 1, 2005, which
is
      a
“high cost home loan” as defined under the Indiana Home Loan Practices Act
(I.C.
      24-9); and

    


    
      	(yy)	
              Leasehold
                Estate.

            


    

    


    With
      respect to each Mortgage Loan secured in whole or in part by the interest of
      the
      Mortgagor as a lessee under a ground lease of the related Mortgaged Property
      (a
      “Ground Lease”) and not by a fee interest in such Mortgaged
      Property:

     

    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    

     

    
      	
            	(i)	
              The
                Mortgagor is the owner of a valid and subsisting interest as tenant
                under
                the Ground Lease;

            


    

    


    
      	
            	(ii)	
              The
                Ground Lease is in full force and
                effect;

            


    

    


    
      	
            	(iii)	
              The
                Mortgagor is not in default under any provision of the
                lease;

            


    

    


    
      	 	
              (iv)

            	
              The
                lessor under the Ground Lease is not in default under any of the
                terms or
                provisions thereof on the part of the lessor to be observed or
                performed;

            


    

    


    
      	
            	(v)	
              The
                term of the Ground Lease exceeds the maturity date of the related
                Mortgage
                Loan by at least five (5) years;

            


    

    


    
      	
            	(vi)	
              The
                Mortgagee under the Mortgage Loan is given at least sixty (60) days’
                notice
                of any default and an opportunity to cure any defaults under the
                Ground
                Lease or to take over the Mortgagor’s rights under the Ground
                Lease;

            


    

    


    
      	
            	(vii)	
              The
                Ground Lease does not contain any default provisions that could
                result
                in forfeiture or termination of the Ground Lease except for non-payment
                of
                the Ground Lease or a court order;

            


    

    


    
      	 	
              (viii)

            	
              The
                Ground Lease provides that the leasehold can be transferred, mortgaged
                and
                sublet an unlimited number of times either without restriction or
                on
                payment of a reasonable fee and delivery of reasonable documentation
                to
                the lessor;

            


    

    


    
      	
            	(ix)	
              The
                Ground Lease or a memorandum thereof has been recorded and by its
                terms
                permits the leasehold estate to be mortgaged;
                and

            


    

    


    
      	
            	(x)	
              The
                execution, delivery and performance of the Mortgage do not require
                consent
                (other than those consents which have been obtained and are in full
                force
                and
                effect) under, and will not contravene any provision of or cause
                a default
                under, the Ground Lease.

            


    

    


    
      	(zz)	
              Prepayment
                Penalty.

            


    

    


    No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    
      	(aaa)	
              Qualified
                Mortgage Loan.

            


    

    


    Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    
      	(bbb)	
              No
                Adverse Selection.

            


    

    


    
      	 	
              There
                were no adverse selection procedures used in selecting the Mortgage
                Loan
                from among the residential mortgage loans which were available for
                inclusion in the Mortgage Loans.

            


    

     

    
      
        
        

      

      
        135

        
          

        

      

       

    

    


    
      	
              XVIII.

            	
              Mortgage
                Loans Purchased under the Master
                Mortgage Loan Sale & Servicing Agreement, dated as of July 1, 2006
                between
                RWT Holdings, Inc. (“RWT Holdings”) and ABN AMRO Mortgage Group, Inc. (the
                “Seller/Servicer”) (the “ABN AMRO-RWT
                Agreement”).

            


    

     

    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the ABN AMRO-RWT
      Agreement.

     

    (a) The
      information set forth in the Mortgage Loan Schedule, including any diskette
      or
      other related data tape sent to Purchaser is true and correct in all material
      respects and the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements.

    


    (b) There
      are
      no delinquent taxes, ground rents, governmental assessments, leasehold payments
      or other outstanding charges affecting the lien priority of the related
      Mortgage.

    


    (c) The
      terms
      of the Mortgage Note and the Mortgage have not been waived, altered or modified
      in any respect, except by written instruments, and the Mortgage has been
      recorded or sent for recording, if necessary to maintain the lien priority
      of
      the Mortgage. The substance of any such waiver, alteration or modification
      has
      been approved by the insurer under the Primary Mortgage Insurance Policy, if
      any, the title insurer, to the extent required by the related policy and is
      reflected on the Mortgage Loan Schedule.

    


    (d) No
      event
      has occurred which would give Mortgagor any right of rescission, set-off, or
      defense of usury, nor will the operation of any of the terms of the Mortgage
      Note and the Mortgage, or the exercise of any right thereunder, render either
      the Mortgage Note or the Mortgage unenforceable in whole or in part (except
      as
      enforceability may be limited by bankruptcy, insolvency, liquidation,
      receivership, moratorium, reorganization, or other similar laws affecting the
      enforcement of the rights of creditors and by general principles of equity,
      whether enforcement is sought in a proceeding in equity or at law) or subject
      to
      any right of rescission, set-off, counterclaim or defense, including the defense
      of usury, and no such right of rescission, set-off, counterclaim or defense
      has
      been asserted with respect thereto and the Mortgagor was not a debtor in any
      state or federal bankruptcy or insolvency proceedings and the time the Mortgage
      Loan was originated.

    


    (e) All
      buildings upon the Mortgaged Property are insured by a Qualified Insurer against
      loss by fire, hazards of extended coverage and such other hazards as are
      customary in the area where the Mortgaged Property is located, pursuant to
      insurance policies conforming to the requirements of Section 11.10 of the ABN
      AMRO-RWT Agreement. All such insurance policies contain a standard mortgagee
      clause naming Seller or the originator of the Mortgage Loan, and its successors
      and assigns, as mortgagee. If the Mortgaged Property is in an area identified
      on
      a flood hazard map or flood insurance rate map issued by the Federal Emergency
      Management Agency as a special flood hazard area (and such flood insurance
      has
      been made available), a flood insurance policy meeting the requirements of
      the
      current guidelines of the National Flood Insurance Program is in effect and
      such
      policy conforms to the Agency Guidelines. The Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance at the Mortgagor’s cost and expense
      and, on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
      to maintain such insurance at Mortgagor’s cost and expense and to seek
      reimbursement therefor from the Mortgagor.

    


    (f)  Seller
      has complied with all requirements of federal law, and, to the extent not
      preempted thereby, state or local law applicable to the origination or servicing
      of the Mortgage Loan, including, without limitation, fair housing, usury, truth
      in lending, real estate settlement procedures, consumer credit protection,
      equal
      credit opportunity, or disclosure laws. No Mortgage Loan is (a) subject to
      the
      provisions of the Homeownership and Equity Protection Act of 1994 as amended
      (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan, “high risk
      home” mortgage loan, or “predatory” mortgage loan or any comparable term, no
      matter how defined under any federal, state or local law, (c) subject to any
      comparable federal, state or local statutes or regulations, or any other statute
      or regulation providing for heightened regulatory scrutiny or assignee liability
      to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
      as
      applicable (as such terms are defined in the current Standard & Poor’s
      LEVELS Glossary Revised, Appendix E). With respect to each Mortgage Loan, Seller
      has complied with all applicable anti-money laundering laws and regulations,
      including without limitation the USA Patriot Act of 2001 (collectively, the
      “Anti-Money Laundering Laws”).The origination, servicing and collection
      practices with respect to each Mortgage Note and Mortgage have been legal and
      in
      accordance with applicable laws and regulations, and in all material respects
      in
      accordance with Customary Servicing Procedures.

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

    

     

    (g)The
      Mortgage has not been satisfied, canceled, or rescinded, or, in the case of
      a
      First Lien Mortgage, subordinated, and the Mortgaged Property has not been
      fully
      released from the lien of the Mortgage, nor has any instrument been executed
      that would effect any such satisfaction, cancellation, rescission, release,
      or,
      in the case of a First Lien Mortgage, subordination. 

     

    (h) If
      the
      Mortgage Loan is a First Lien Mortgage Loan, the Mortgage is a valid, existing
      and enforceable First Lien Mortgage on the Mortgaged Property, including all
      improvements on the Mortgaged Property, except as enforceability may be limited
      by bankruptcy, insolvency, liquidation, receivership, moratorium,
      reorganization, or other similar laws affecting the enforcement of the rights
      of
      creditors and by general principles of equity, whether enforcement is sought
      in
      a proceeding in equity or at law, and subject only to (i) the lien of current
      real property taxes and assessments not yet due and payable, (ii) covenants,
      conditions and restrictions, rights of way, easements and other matters of
      the
      public record as of the date of recording being acceptable to mortgage lending
      institutions which do not materially affect adversely the Appraised Value of
      the
      Mortgaged Property, and (iii) other matters to which like properties are
      commonly subject which do not materially interfere with the benefits of the
      security intended to be provided by the Mortgage or the use, enjoyment, value
      or
      marketability of the related Mortgaged Property

    


    (i) If
      the
      Mortgage Loan is a Second Lien Mortgage Loan, the Mortgage is a valid, existing
      and enforceable Second Lien Mortgage on the Mortgaged Property, including all
      improvements on the Mortgaged Property, except as enforceability may be limited
      by bankruptcy, insolvency, liquidation, receivership, moratorium,
      reorganization, or other similar laws affecting the enforcement of the rights
      of
      creditors and by general principles of equity, whether enforcement is sought
      in
      a proceeding in equity or at law, and subject only to (i) the First Lien
      Mortgage, (ii) the lien of current real property taxes and assessments not
      yet
      due and payable, (iii) covenants, conditions and restrictions, rights of way,
      easements and other matters of the public record as of the date of recording
      being acceptable to mortgage lending institutions which do not materially affect
      adversely the Appraised Value of the Mortgaged Property, and (iv) other matters
      to which like properties are commonly subject which do not materially interfere
      with the benefits of the security intended to be provided by the Mortgage or
      the
      use, enjoyment, value or marketability of the related Mortgaged
      Property.

    


    (j) The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms, except as enforceability may be limited by (i) bankruptcy, insolvency,
      liquidation, receivership, moratorium, reorganization or other similar laws
      affecting the enforcement of the rights of creditors and (ii) general principles
      of equity, whether enforcement is sought in a proceeding in equity or at
      law.

    


    (k) All
      parties to the Mortgage Note and the Mortgage had legal capacity to enter into
      the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
      and the Mortgage Note and the Mortgage have been duly and properly executed
      by
      such parties.

    


    (l) The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor, and there is no obligation for the Mortgagee to advance
      additional funds thereunder.

     

    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

    

     

    (m) If
      required by the Underwriting Guidelines, the Mortgage Loan is covered by an
      ALTA
      lender’s title insurance policy or other form of title insurance policy
      acceptable to the Agency, issued by a title insurer acceptable to the Agency
      and
      qualified to do business in the jurisdiction where the Mortgaged Property is
      located, insuring (subject to the exceptions contained in paragraph (h) (i)
      (ii)
      and (iii) above for First Lien Mortgage Loans and in paragraph (i)(i), (ii),
      (iii) and (iv) above for Second Lien Mortgage Loans) the originator and its
      successors and assigns as to the first or second mortgage lien priority, as
      applicable, in the original principal amount of the Mortgage Loan. Seller is
      the
      insured under such lender’s title insurance policy, and such lender’s title
      insurance policy is in full force and effect and will be in full force and
      effect upon the related Closing Date. No claims have been made under such
      lender’s title insurance policy, and Seller has not done, by act or omission,
      anything which would impair the coverage of such lender’s title insurance
      policy.

    


    (n) There
      is
      no default or event of acceleration existing under the Mortgage or the Mortgage
      Note, and Seller has not waived any default or event of acceleration.
With
      respect to each Second Lien Mortgage Loan, as of the related
      Closing
      Date, (i) the First Lien Mortgage Loan is in full force and effect, (ii) Seller
      has not received any notice of default under the First Lien Mortgage Loan or
      its
      related First Lien Mortgage which has not been cured,
      and
      (iii) Seller has not waived any default or event of acceleration with respect
      thereto.

    


    (o) The
      Mortgage Loan was either (A) originated by (i) a savings and loan association,
      savings bank, commercial bank, credit union, insurance company, or similar
      banking institution which is supervised and examined by a federal or state
      authority, or (ii) a Mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to sections 203 and 211 of the National Housing Act; or
      (B)
      originated and underwritten by an entity employing underwriting standards
      consistent with the underwriting standards of an institution described in (A)(i)
      or (A)(ii) above.

    


    (p)
      Unless
      otherwise disclosed on the Mortgage Loan Schedule, the Mortgage Loan has an
      original term to maturity of not more than 30 years, with interest payable
      in
      arrears on the first day of each month. The Mortgage Note evidencing a Fixed
      Rate Mortgage Loan requires a monthly payment which is sufficient to fully
      amortize the unpaid principal balance over the remaining term and to pay
      interest at the related Mortgage Interest Rate. The Mortgage Note evidencing
      an
      Adjustable Rate Mortgage Loan requires a Monthly Payment that is sufficient
      (after the IO Conversion Date with respect to an IO Mortgage Loan) (i) during
      the period prior to the first adjustment to the Mortgage Interest Rate, to
      amortize the original principal balance fully over the remaining term thereof
      and to pay interest at the related Mortgage Interest Rate, and (ii) during
      the
      period following each Adjustment Date, to amortize the outstanding principal
      balance fully as of the first day of such period over the then remaining term
      of
      such Mortgage Note and to pay interest at the related Mortgage Interest Rate.
      In
      any case, no Mortgage Loan contains terms or provisions which would result
      in
      negative amortization. Payments of principal and/or interest on the Mortgage
      Loan commenced no more than sixty (60) days after the funds were disbursed
      in
      connection with the Mortgage Loan.

     

    (q) There
      is
      no proceeding pending or, to Seller’s knowledge, threatened for the total or
      partial condemnation of the Mortgaged Property, and such property is in good
      repair and is undamaged by waste, fire, earthquake or earth movement, windstorm,
      flood, tornado or other casualty, so as to materially affect adversely the
      value
      of the Mortgaged Property as security for the Mortgage Loan or the use for
      which
      the premises were intended.

    


    (r) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including (i) in the case of a Mortgage designated as a deed
      of trust, by trustee’s sale, or (ii) otherwise by judicial foreclosure, except
      as enforceability may be limited by bankruptcy, insolvency, liquidation,
      receivership, moratorium, reorganization, or other similar laws affecting the
      enforcement of the rights of creditors and by general principles of equity,
      whether enforcement is sought in a proceeding in equity or at law. Following
      the
      date of origination of the Mortgage Loan, the Mortgaged Property has not been
      subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor
      has not filed for protection under applicable bankruptcy laws. Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    
      
        
        

      

      
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    (s) The
      Mortgage Note and Mortgage are on forms acceptable to the Agency.

    


    (t) The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property.

    


    (u) The
      Mortgage
      File contains an appraisal of the related Mortgaged Property signed prior to
      the
      final approval of the Mortgage Loan application by a Qualified Appraiser and
      the
      appraisal and appraiser both satisfy the requirements of the Agency and Title
      XI
      of FIRREA and the regulations promulgated thereunder, if applicable, all as
      in
      effect on the date the Mortgage Loan was originated. The appraisal is in a
      form
      acceptable to the Agency;

    


    (v) If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable
      law to serve as such, has been properly designated and currently so serves
      and
      is named in the Mortgage, and no fees or expenses are or will become payable
      by
      Purchaser to the trustee under the deed of trust, except in connection with
      a
      trustee’s sale after default by the Mortgagor.

    


    (w) The
      Mortgage Loan is not a graduated payment mortgage loan or buydown loan, and
      the
      Mortgage Loan does not have a shared appreciation or other contingent interest
      feature.

    


    (x) All
      material disclosures required by applicable law with respect to the making
      of
      mortgage loans of the same type as the Mortgage Loan have been made, including
      rescission materials required by applicable law if the Mortgage Loan is a
      Refinanced Mortgage Loan.

    


    (y) Each
      Conventional First Lien Mortgage Loan that had a LTV at origination in excess
      of
      80% will be subject to a Primary Mortgage Insurance Policy, issued by a
      Qualified Insurer, in at least such amount as is required by the Agency. All
      provisions of such Primary Mortgage Insurance Policy have been and are being
      complied with, such policy is in full force and effect, and all premiums due
      thereunder have been paid. Any First Lien Mortgage Loan subject to any such
      Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain
      such insurance and to pay all premiums and charges in connection therewith
      unless terminable in accordance with the Agency Guidelines or applicable law.
      

    


    (z) The
      Assignment of Mortgage is in recordable form and is acceptable for recording
      under the laws of the jurisdiction in which the Mortgaged Property is located.
      

    


    (aa) All
      payments required to be made prior to the related Cut-off Date for the Mortgage
      Loan under the terms of the Mortgage Note have been made.

    


    (bb)
      All
      escrow deposits and Escrow Payments, if any, are in the possession of, or under
      the control of, Seller and have been handled in accordance with the Real Estate
      Settlement Procedures Act ("RESPA"). If such Mortgage Loan provides that the
      interest rate on the principal balance of the Mortgage Note may be adjusted,
      all
      of the terms of the Mortgage Note pertaining to interest rate adjustments,
      payment adjustments and adjustments of the outstanding principal balance are
      enforceable (except as enforceability may be limited by bankruptcy, insolvency,
      liquidation, receivership, moratorium, reorganization, or other similar laws
      affecting the enforcement of the rights of creditors and by general principles
      of equity, whether enforcement is sought in a proceeding in equity or at law),
      and all such adjustments have been properly made, including any required
      notices, and such adjustments do not and will not affect the priority of the
      Mortgage lien. No
      payment
      with respect to the Mortgage Loan has been delinquent during the preceding
      twelve-month period;

     

    
      
        
        

      

      
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    (cc) Immediately
      prior to the payment of the Purchase Price, Seller was the sole owner and holder
      of the Mortgage Loan. The Mortgage Loan was not assigned or pledged by Seller
      and Seller had good and marketable title thereto, and Seller had full right
      to
      transfer and sell the Mortgage Loan to Purchaser free and clear of any
      encumbrance, participation interest, lien, equity, pledge, claim or security
      interest and had full right and authority, subject to no interest or
      participation in, or agreement with, any other party to sell or otherwise
      transfer the Mortgage Loan.

    


    (dd) The
      Mortgage Loan compiles with all the terms conditions and requirements of the
      Underwriting Guidelines in effect at the time of origination with exceptions
      thereto exercised in a reasonable manner.

    


    (ee) With
      respect to Mortgage Loans that are secured by a leasehold estate, the lease
      is
      valid, in full force and effect, and conforms to the Agency Guidelines for
      leasehold estates.

    (ff) No
      fraud,
      nor any material misrepresentation, error, omission, or negligence, has taken
      place on the part of Seller or the Mortgagor any other Person involved in the
      origination of the Mortgage Loan.

    


    (gg) The
      Mortgaged Property is located in the state identified in the Mortgage Loan
      Schedule and consists of a parcel of real property with a detached single family
      residence or a two-to-four-family dwelling erected thereon, or an individual
      condominium unit, or an individual unit in a planned unit development;
provided, however,
      that any
      condominium project or planned unit development conforms with the Underwriting
      Guidelines regarding such dwellings, and no residence or dwelling is a mobile
      home or a manufactured housing unit that is not permanently attached to its
      foundation. As
      of the
      date of origination, no portion of the Mortgaged Property was used for
      commercial purposes, and, since the date of origination no portion of the
      Mortgaged Property has been used for commercial purposes;

     

    (hh) Seller
      used no adverse selection procedures in selecting the Mortgage Loan from among
      the residential mortgage loans owned by it which were available for inclusion
      in
      the Mortgage Loans.

    


    (ii) Seller
      has delivered to Purchaser or Purchaser’s designee the Mortgage Loan Documents
      and the Mortgage File for each Mortgage Loan as required by the ABN AMRO-RWT
      Agreement and/or the Commitment Letter.

    


    (jj) All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances.

     

    (kk)
      All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state.

     

    
      
        
        

      

      
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    (ll) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities.

     

    (mm)
       
      If the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de minimis planned unit development), or stock in a cooperative housing
      corporation, such condominium, cooperative or planned unit development project
      meets the eligibility requirements of the Agency.

     

    (nn)
      There is no pending action or proceeding directly involving the Mortgaged
      Property in which compliance with any environmental law, rule or regulation
      is
      an issue; to Seller’s knowledge, there is no violation of any environmental law,
      rule or regulation with respect to the Mortgaged Property; and nothing further
      remains to be done to satisfy in full all requirements of each such law, rule
      or
      regulation constituting a prerequisite to use and enjoyment of said
      property.

     

    (oo)
      The
      Mortgagor has not notified Seller requesting relief under the Servicemembers’
Civil Relief Act, formerly known as the Soldiers’ and Sailors’ Civil Relief Act
      of 1940, and Seller has no knowledge of any relief requested or allowed to
      the
      Mortgagor under the Servicemembers’ Civil Relief Act.

     

    (pp).
      There are no mechanics’ or similar liens or claims filed for work, labor or
      material (and no rights are outstanding that under law could give rise to such
      a
      lien) affecting the related Mortgage Property which are or may be liens prior
      to, or equal or coordinate with, the lien of the related Mortgage.

     

    (qq)
      As
      of the related Closing Date, the Mortgage Loan was not in construction or
      rehabilitation status or has facilitated the trade-in or exchange of a Mortgaged
      Property.

     

    (rr)
      No
      action has been taken or failed to be taken by Seller on or prior to the Closing
      Date which has resulted or will result in an exclusion from, denial of, or
      defense to coverage under any insurance policy related to the Mortgage Loan
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of Seller, or for
      any
      other reason under such coverage.

     

    (ss)
      With
      respect to any broker fees collected and paid on the Mortgage Loan, all broker
      fees have been properly assessed to the Mortgagor and no claims will arise
      as to
      broker fees that are double charged and for which the Mortgagor would be
      entitled to reimbursement.

     

    
      
        
        

      

      
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    (tt)
      To
      Seller’s knowledge, there does not exist on the related Mortgage Property any
      hazardous substances, hazardous wastes or solid wastes, as such terms are
      defined in the Comprehensive Environmental Response Compensation and Liability
      Act, the Resource Conservation and Recovery Act of 1976, or other federal,
      state
      or local environmental legislation; provided
      however,
      that
      commonly used household items shall not constitute “hazardous substances” for
      purposes of this subsection.

     

    (uu)
      The
      Mortgage Loan did not have a Loan-to-Value Ratio at the time of origination
      of
      more than 95%.

     

    (vv)
      None
      of the proceeds of the Mortgage Loan were used to finance single-premium credit
      insurance policies.

     

    (xx)
      Unless set forth on the Mortgage Loan Schedule, the Mortgage Loan is not a
      balloon loan. 

     

    (yy)
      With
      respect to the Mortgage Loan, Seller has fully and accurately furnished complete
      information on the related borrower credit files to Equifax, Experian and Trans
      Union Credit Information Company, in accordance with the Fair Credit Reporting
      Act and its implementing regulations.

     

    (zz)
      No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act, which became effective October
      1,
      2002.

     

    (aaa)
      No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination.

    


    (bbb)
      Each Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC.

     

    
      
        
        

      

      
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              XIX.

            	
              With
                respect to Mortgage Loans purchased under the Seller’s Purchase,
                Warranties and Interim Servicing Agreement, dated as of June 1, 2006
                (the
                “Mortgage Loan Purchase and Sale Agreement”), between Redwood Mortgage
                Funding, Inc. and First Magnus Financial Corporation and an Assignment
                dated May __, 2007, between RMF and RWT Holdings, as modified by
                the
                related Acknowledgements (the “RWT-First Magnus
                Agreement”).

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the RWT-First Magnus
      Agreement.

     

    (a) The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete, true
      and correct in all material respects, and the information
      provided to the rating agencies, including the loan level detail, is true and
      correct according to the rating agency requirements;

    


    (b) The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note;

     

    (c) All
      payments due on or prior to the related Closing Date for such Mortgage Loan
      have
      been made as of the related Closing Date, the Mortgage Loan is not delinquent
      in
      payment more than 30 days and has not been dishonored; there are no material
      defaults under the terms of the Mortgage Loan; the Company has not advanced
      funds, or induced, solicited or knowingly received any advance of funds from
      a
      party other than the owner of the Mortgaged Property subject to the Mortgage,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Loan; no payment with respect to each Mortgage Loan has been delinquent during
      the preceding twelve-month period;

     

    (d) All
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;

     

    (e) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, which have been recorded
      to the extent any such recordation is required by law. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, from the terms thereof except in connection
      with
      an assumption agreement and which assumption agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule;
      the substance of any such waiver, alteration or modification has been approved
      by the issuer of any related Primary Mortgage Insurance Policy and title
      insurance policy, to the extent required by the related policies;

     

    (f) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and the Mortgagor was not a debtor in any state
      or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
      was
      originated;

     

    (g) All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer acceptable under the Fannie Mae Guides, against loss
      by fire, hazards of extended coverage and such other hazards as are provided
      for
      in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing
      coverage not less than the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loans, and (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan, and (b) an amount such
      that
      the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
      mortgagee from becoming a co-insurer. All such standard hazard policies are
      in
      full force and effect and on the date of origination contained a standard
      mortgagee clause naming the Company and its successors in interest and assigns
      as loss payee and such clause is still in effect and all premiums due thereon
      have been paid. If required by the Flood Disaster Protection Act of 1973, as
      amended, the Mortgage Loan is covered by a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      which policy conforms to Fannie Mae and Freddie Mac requirements, in an amount
      not less than the amount required by the Flood Disaster Protection Act of 1973,
      as amended. Such policy was issued by an insurer acceptable under Fannie Mae
      or
      Freddie Mac guidelines. The Mortgage obligates the Mortgagor thereunder to
      maintain all such insurance at the Mortgagor’s cost and expense, and upon the
      Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
      such insurance at the Mortgagor’s cost and expense and to seek reimbursement
      therefor from the Mortgagor;

     

    
      
        
        

      

      
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    (h) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, or disclosure laws
      applicable to the Mortgage Loan have been complied with in all material
      respects;

     

    (i) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. The
      Company has not waived the performance by the Mortgagor of any action, if the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has the Company waived any default resulting from any action
      or
      inaction by the Mortgagor;

     

    (j) The
      related Mortgage is a valid, subsisting, enforceable and perfected first lien
      on
      the Mortgaged Property including all buildings on the Mortgaged Property and
      all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note’s original principal balance. The Mortgage and the Mortgage Note
      do not contain any evidence of any security interest or other interest or right
      thereto. Such lien is free and clear of all adverse claims, liens and
      encumbrances having priority over the first lien of the Mortgage subject only
      to
      (1) the lien of non-delinquent current real property taxes and assessments
      not
      yet due and payable, (2) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of the public record as of the date of recording
      which are acceptable to mortgage lending institutions generally and either
      (A)
      which are referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan, or (B) which do not adversely affect the
      appraised value of the Mortgaged Property as set forth in such appraisal, and
      (3) other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates (1) a valid, subsisting, enforceable and perfected
      first
      lien and first priority security interest and on the property described therein,
      and the Company has the full right to sell and assign the same to the
      Purchaser;

     

    (k) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application affecting
      the
      rights of creditors and by general equitable principles and the Company has
      taken all action necessary to transfer such rights of enforceability to the
      Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
      capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
      Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and
      properly executed by such parties. No fraud, error, omission, misrepresentation,
      negligence or similar occurrence with respect to a Mortgage Loan has taken
      place
      on the part of the Company or the Mortgagor, or, on the part of any other party
      involved in the origination of the Mortgage Loan. The proceeds of the Mortgage
      Loan have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage were paid or are in the
      process of being paid, and the Mortgagor is not entitled to any refund of any
      amounts paid or due under the Mortgage Note or Mortgage;

     

    
      
        
        

      

      
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    (l) The
      Company is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
      or its designee will be the owner of record of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Servicing File in trust for the Purchaser
      only for the purpose of interim servicing and supervising the interim servicing
      of the Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage
      Note and the Mortgage, were not subject to an assignment or pledge, and the
      Company had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to the RWT-First Magnus Agreement and following the
      sale
      of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear
      of any encumbrance, equity, participation interest, lien, pledge, charge, claim
      or security interest. The Company intends to relinquish all rights to possess,
      control and monitor the Mortgage Loan, except for the purposes of servicing
      the
      Mortgage Loan as set forth in the RWT-First Magnus Agreement. Either the
      Mortgagor is a natural person or the Mortgagor is an inter-vivos trust
      acceptable to Fannie Mae;

     

    (m) Each
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
      and qualified to do business in the jurisdiction where the Mortgaged Property
      is
      located, insuring (subject to the exceptions contained in (j)(1), (2) and (3)
      above) the Company, its successors and assigns, as to the first priority lien
      of
      the Mortgage in the original principal amount of the Mortgage Loan.
      Additionally, such policy affirmatively insures ingress and egress to and from
      the Mortgaged Property. Where required by applicable state law or regulation,
      the Mortgagor has been given the opportunity to choose the carrier of the
      required mortgage title insurance. The Company, its successors and assigns,
      are
      the sole insured of such lender’s title insurance policy, such title insurance
      policy has been duly and validly endorsed to the Purchaser or the assignment
      to
      the Purchaser of the Company’s interest therein does not require the consent of
      or notification to the insurer and such lender’s title insurance policy is in
      full force and effect and will be in full force and effect upon the consummation
      of the transactions contemplated by the RWT-First Magnus Agreement and the
      related Purchase Price and Terms Letter. No claims have been made under such
      lender’s title insurance policy, and no prior holder of the related Mortgage,
      including the Company, has done, by act or omission, anything which would impair
      the coverage of such lender’s title insurance policy;

     

    (n) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration; and
      neither the Company nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;

     

    (o) As
      of the
      related Closing Date, there are no mechanics’ or similar liens or claims which
      have been filed for work, labor or material (and no rights outstanding that
      under law could give rise to such liens) affecting the related Mortgaged
      Property which are or may be liens prior to or equal to the lien of the related
      Mortgage;

     

    (p) All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

     

    
      
        
        

      

      
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    (q) The
      Mortgage Loan was originated by or for the Company. The Mortgage Loan complies
      with all the terms, conditions and requirements of the Company’s Underwriting
      Standards in effect at the time of origination of such Mortgage Loan. The
      Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally
      acceptable to Fannie Mae or Freddie Mac. The Company is currently selling loans
      to Fannie Mae and/or Freddie Mac which are the same document forms as the
      Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage Loan bears
      interest at the Mortgage Interest Rate set forth in the related Mortgage Loan
      Schedule, and Monthly Payments under the Mortgage Note are due and payable
      on
      the first day of each month. The Mortgage contains the usual and enforceable
      provisions of the originator at the time of origination for the acceleration
      of
      the payment of the unpaid principal amount of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the mortgagee
      thereunder;

     

    (r) As
      of the
      related Closing Date, the Mortgaged Property is not subject to any material
      damage by waste, fire, earthquake, windstorm, flood or other casualty. At
      origination of the Mortgage Loan there was, and there currently is, no
      proceeding pending for the total or partial condemnation of the Mortgaged
      Property. There have not been any condemnation proceedings with respect to
      the
      Mortgaged Property and there are no such proceedings scheduled to commence
      at a
      future date;

     

    (s) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including (i) in the case of a Mortgage designated as a deed
      of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure.
      Following the date of origination of the Mortgage Loan, the Mortgaged Property
      has not been subject to any bankruptcy proceeding or foreclosure proceeding
      and
      the Mortgagor has not filed for protection under applicable bankruptcy laws.
      There is no homestead or other exemption or right available to the Mortgagor
      or
      any other person which would interfere with the right to sell the Mortgaged
      Property at a trustee’s sale or the right to foreclose the
      Mortgage;

     

    (t) The
      Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
      Mac;

     

    (u) If
      the
      Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
      if required under applicable law to act as such, has been properly designated
      and currently so serves and is named in the Mortgage, and no fees or expenses
      are or will become payable by the Purchaser to the trustee under the deed of
      trust, except in connection with a trustee’s sale or attempted sale after
      default by the Mortgagor;

     

    (v) The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title
      XI of FIRREA and the regulations promulgated thereunder, all as in effect on
      the
      date the Mortgage Loan was originated. The appraisal is in a form acceptable
      to
      Fannie Mae or Freddie Mac;

     

    (w) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;

     

    (x) As
      of the
      related Closing Date, the related Mortgage Note is not and has not been secured
      by any collateral except the lien of the corresponding Mortgage and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (j) above and such collateral does not serve as security for any other
      obligation;

     

    
      
        
        

      

      
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    (y) The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of such mortgage loans;

     

    (z) The
      Mortgage Loan does not contain “graduated payment” features and does not have a
      shared appreciation or other contingent interest feature; no Mortgage Loan
      contains any buydown provisions;

     

    (aa) As
      of the
      related Closing Date, the Mortgagor is not in bankruptcy and the Mortgagor
      is
      not insolvent and the Company has no knowledge of any circumstances or condition
      with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
      Mortgagor’s credit standing that could reasonably be expected to cause investors
      to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
      Loan to become delinquent, or materially adversely affect the value or
      marketability of the Mortgage Loan;

     

    (bb) The
      Mortgage Loans have an original term to maturity of not more than 40 years
      with
      interest payable in arrears on the first day of each month. Each Mortgage Note
      requires a monthly payment which is sufficient to fully amortize the unpaid
      principal balance over the remaining term and to pay interest at the related
      Mortgage Interest Rate. Notwithstanding the immediately preceding sentence
      with
      respect to Mortgage Loans with an initial “interest only” payment period, the
      monthly payments due under the related Mortgage Note satisfy only the monthly
      interest on the unpaid principal balance of the applicable Mortgage Loan. After
      the initial “interest only” period, each Mortgage Note requires a monthly
      payment, which is sufficient to fully amortize the unpaid principal balance
      over
      the remaining term and to pay interest at the related Mortgage Interest Rate.
      In
      any case, no Mortgage Loan contains terms or provisions which would result
      in
      negative amortization.

     

    (cc) If
      a
      Mortgage Loan has an LTV greater than 80%, the Mortgage Loan will have mortgage
      insurance in accordance with the terms of the Fannie Mae Guides and will be
      insured as to payment defaults by a Primary Mortgage Insurance Policy issued
      by
      a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy
      have been and are being complied with, such policy is in full force and effect,
      and all premiums due thereunder have been paid. No action, inaction, or event
      has occurred and no state of facts exists that has, or will result in the
      exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject
      to
      a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
      maintain the Primary Mortgage Insurance Policy and to pay all premiums and
      charges in connection therewith. The mortgage interest rate for the Mortgage
      Loan as set forth on the related Mortgage Loan Schedule is net of any such
      insurance premium. No Mortgage Loan is subject to a lender-paid mortgage
      insurance policy; 

     

    (dd) As
      to any
      Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
      is
      in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

     

    (ee) The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a single parcel of real property with a detached
      single family residence erected thereon, or a townhouse, or a two-to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development or a de minimis planned unit
      development, provided, however, that no residence or dwelling is a single parcel
      of real property with a cooperative housing corporation erected thereon, or a
      mobile home. As of the date of origination, no portion of the Mortgaged Property
      was used for commercial purposes, and since the date or origination no portion
      of the Mortgaged Property has been used for commercial purposes;

     

    (ff) Payments
      of principal and/or interest on the Mortgage Loan commenced no more than sixty
      (60) days after the funds were disbursed in connection with the Mortgage Loan.
      The Mortgage Note is payable on the first day of each month. After the initial
      “interest only” payment period, if any, the Mortgage Note in payable in equal
      monthly installments of principal and interest, with interest calculated and
      payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated
      maturity date, over an original term of not more than thirty years from
      commencement of amortization;

     

    
      
        
        

      

      
        147

        
          

        

      

      
        
        

      

    

     

    (gg) The
      Mortgage Loans may be subject to a Prepayment Penalty as identified on the
      Mortgage Loan Schedule, except that no Mortgage Loan contains any
      Prepayment Penalty that extends beyond five years after the date of
      origination;

     

    (hh) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities;

     

    (ii) If
      the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de minimis planned unit development), or stock in a cooperative housing
      corporation, such condominium, cooperative or planned unit development project
      meets the eligibility requirements of Fannie Mae and Freddie Mac;

     

    (jj) There
      is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgaged Property; and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property;

     

    (kk) The
      Mortgagor has not notified the Company requesting relief under the
      Servicemembers’ Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, and the Company has no knowledge of any relief
      requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief
      Act;

     

    (ll) As
      of the
      related Closing Date, no Mortgage Loan was in construction or rehabilitation
      status or has facilitated the trade-in or exchange of a Mortgaged
      Property;

     

    (mm) No
      action
      has been taken or failed to be taken by the Company on or prior to the Closing
      Date which has resulted or will result in an exclusion from, denial of, or
      defense to coverage under any insurance policy related to a Mortgage Loan
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of the Company, or
      for
      any other reason under such coverage;

     

    (nn) The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;

     

    (oo) No
      Mortgaged Property is subject to a ground lease;

     

    (pp) With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly assessed to the Mortgagor and no claims will
      arise as to broker fees that are double charged and for which the Mortgagor
      would be entitled to reimbursement;

     

    (qq) With
      respect to any Mortgage Loan as to which an affidavit has been delivered to
      the
      Purchaser certifying that the original Mortgage Note has been lost or destroyed
      and not been replaced, if such Mortgage Loan is subsequently in default, the
      enforcement of such Mortgage Loan will not be materially adversely affected
      by
      the absence of the original Mortgage Note;

     

    
      
        
        

      

      
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    (rr) Each
      Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
      of
      the Code and Treasury Regulations Section 1.860G-2(a)(1);

     

    (ss) Except
      as
      provided in Section 2.07, the Mortgage Note, the Mortgage, the Assignment of
      Mortgage and the other Mortgage Loan Documents set forth in Exhibit A-1 and
      required to be delivered on the related Closing Date have been delivered to
      the
      Purchaser or its designee all in compliance with the specific requirements
      of
      the RWT-First Magnus Agreement. With respect to each Mortgage Loan, the Company
      is in possession of a complete Mortgage File and Servicing File except for
      such
      documents as have been delivered to the Purchaser or its designee;

     

    (tt) All
      information supplied by, on behalf of, or concerning the Mortgagor is true,
      accurate and complete and does not contain any statement that at the time
      provided and as of the Closing Date is or will be inaccurate or misleading
      in
      any material respect; 

     

    (uu) There
      does not exist on the related Mortgage Property any hazardous substances,
      hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
      Environmental Response Compensation and Liability Act, the Resource Conservation
      and Recovery Act of 1976, or other federal, state or local environmental
      legislation; 

     

    (vv) All
      disclosure materials required by applicable law with respect to the making
      of
      fixed rate and adjustable rate mortgage loans have been received by the
      borrower;

     

    (ww) No
      Mortgage Loan had a Loan-to-Value Ratio at the time of origination of more
      than
      95%;

     

    (xx) None
      of
      the Mortgage Loans are subject to the Home Ownership and Equity Protection
      Act
      of 1994 or any comparable state law;

     

    (yy) None
      of
      the proceeds of the Mortgage Loan were used to finance single-premium credit
      insurance policies;

     

    (zz) Any
      principal advances made to the Mortgagor prior to the Closing Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to Fannie Mae and
      Freddie Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan;

     

    (aaa) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    (bbb) No
      Mortgage Loan is a Balloon Mortgage Loan;

     

    (ccc) With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded;

     

    (ddd) With
      respect to each MERS Mortgage Loan, the Company has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;

     

    (eee) None
      of
      the Mortgaged
      Properties are manufactured housing;

     

    
      
        
        

      

      
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    (fff) With
      respect to each Mortgage Loan, the Company has fully and accurately furnished
      complete information on the related borrower credit files to Equifax, Experian
      and Trans Union Credit Information Company, in accordance with the Fair Credit
      Reporting Act and its implementing regulations; 

     

    (ggg) The
      Company has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”); and the Company has
      established an anti-money laundering compliance program as required by the
      Anti-Money Laundering Laws;

     

    (hhh) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (iii) No
      Mortgage Loan is a High Cost or Covered Loan, as applicable and no mortgage
      loan
      is a “high cost” or “covered” mortgage loan, as applicable (as such terms are
      defined in the then current Standard and Poor’s LEVELS Glossary which is now
      Version 6.0, Appendix E). No Mortgage Loan is in violation of any applicable
      federal, state, or local predatory or abusive lending law. Any breach of this
      representation shall be deemed to materially and adversely affect the value
      of
      the Mortgage Loan and shall require a repurchase of the affected Mortgage
      Loan.

     

    (jjj) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act. Any breach of this representation
      shall be deemed to materially and adversely affect the value of the Mortgage
      Loan and shall require a repurchase of the affected Mortgage Loan;

     

    (kkk) No
      Mortgage Loan which is secured by property located in the State of New Jersey
      is
      a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which
      became effective November 27, 2003; 

     

    (lll) No
      Mortgage Loan which is secured by property located in the State of New Mexico
      is
      a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act,
      which became effective January 1, 2004;

     

    (mmm) No
      Mortgage Loan which is secured by property located in the State of Kentucky
      is a
“High-Cost Home Loan” as defined in the Kentucky House Bill 287, which became
      effective June 24, 2003;

    


    (nnn)
      No
      Mortgage Loan which is secured by property located in the Commonwealth of
      Massachusetts is a "High Cost Home Mortgage Loan" as defined in the
      Massachusetts Predatory Home Loan Practices Act (Mass. Ann. Laws ch. 183C)
      which
      became effective November 7, 2004;

    


    (ooo)
      No
      Mortgage Loan that is secured by property located in the State of Illinois
      is a
      "High-Risk Home Loan" as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.); and none of
      the
      Mortgage Loans that are secured by property located in the State of Illinois
      are
      in violation of the provisions of the Illinois Interest Act (815 Ill. Comp.
      Stat. 205/1 et. seq.);

    


    (ppp) No
      Mortgage Loan that is secured by property located in the State of Indiana is
      a
      "High Cost Home Loan" as defined in Indiana’s Home Loan Practices Act (I.C.
      24-9), which became effective January 1, 2005; and

    


    (qqq)
      There were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
        150

        
          

        

      

      
        
        

      

    

     

    
      	
              XX.

            	
              Seller’s
                Purchase, Warranties and Interim Servicing Agreement, dated as of
                May 1,
                2006 by and between Redwood Mortgage Funding, Inc. (“RMF”) and New Century
                Mortgage Corporation (“New Century”), and an Assignment dated [May][June]
                __, 2007, between RMF and RWT Holdings (the “New Century-RWT
                Agreement”).

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the New Century-RWT
      Agreement.

     

    (a) The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete, true
      and correct in all material respects the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (b) The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note;

     

    (c) All
      payments due on or prior to the related Closing Date for such Mortgage Loan
      have
      been made as of the related Closing Date, the Mortgage Loan is not delinquent
      in
      payment more than 30 days and has not been dishonored; there are no material
      defaults under the terms of the Mortgage Loan; the Company has not advanced
      funds, or induced, solicited or knowingly received any advance of funds from
      a
      party other than the owner of the Mortgaged Property subject to the Mortgage,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Loan; no payment with respect to each Mortgage Loan has been delinquent during
      the preceding twelve-month period;

     

    (d) All
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;

     

    (e) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, which have been recorded
      to the extent any such recordation is required by law. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, from the terms thereof except in connection
      with
      an assumption agreement and which assumption agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule;
      the substance of any such waiver, alteration or modification has been approved
      by the issuer of any related Primary Mortgage Insurance Policy and title
      insurance policy, to the extent required by the related policies;

     

    (f) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and the Mortgagor was not a debtor in any state
      or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
      was
      originated;

     

    (g) All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by a Qualified Insurer against loss by fire, hazards of extended
      coverage and such other hazards in an amount representing coverage not less
      than
      the lesser of (i) the maximum insurable value of the improvements securing
      such
      Mortgage Loans, and (ii) the greater of (a) the outstanding principal balance
      of
      the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be
      sufficient to prevent the Mortgagor and/or the mortgagee from becoming a
      co-insurer. All such standard hazard policies are in full force and effect
      and
      on the date of origination contained a standard mortgagee clause naming the
      Company and its successors in interest and assigns as loss payee and such clause
      is still in effect and all premiums due thereon have been paid. If required
      by
      the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is
      covered by a flood insurance policy meeting the requirements of the current
      guidelines of the Federal Insurance Administration in an amount not less than
      the amount required by the Flood Disaster Protection Act of 1973, as amended.
      Such policy was issued by a Qualified Insurer. The Mortgage obligates the
      Mortgagor there under to maintain all such insurance at the Mortgagor’s cost and
      expense, and upon the Mortgagor’s failure to do so, authorizes the holder of the
      Mortgage to maintain such insurance at the Mortgagor’s cost and expense and to
      seek reimbursement therefore from the Mortgagor;

     

    
      
        
        

      

      
        151

        
          

        

      

      
        
        

      

    

     

    (h) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, or disclosure laws
      applicable to the Mortgage Loan have been complied with in all material
      respects;

     

    (i) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. The
      Company has not waived the performance by the Mortgagor of any action, if the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has the Company waived any default resulting from any action
      or
      inaction by the Mortgagor;

     

    (j) The
      related Mortgage is a valid, subsisting, enforceable and perfected first lien
      on
      the Mortgaged Property including all buildings on the Mortgaged Property and
      all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note’s original principal balance. The Mortgage and the Mortgage Note
      do not contain any evidence of any security interest or other interest or right
      thereto. Such lien is free and clear of all adverse claims, liens and
      encumbrances having priority over the first lien of the Mortgage subject only
      to
      (1) the lien of non-delinquent current real property taxes and assessments
      not
      yet due and payable, (2) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of the public record as of the date of recording
      which are acceptable to mortgage lending institutions generally and either
      (A)
      which are referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan, or (B) which do not adversely affect the
      appraised value of the Mortgaged Property as set forth in such appraisal, and
      (3) other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates (1) a valid, subsisting, enforceable and perfected
      first
      lien and first priority security interest and on the property described therein,
      and the Company has the full right to sell and assign the same to the
      Purchaser;

     

    (k) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application affecting
      the
      rights of creditors and by general equitable principles and the Company has
      taken all action necessary to transfer such rights of enforceability to the
      Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
      capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
      Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and
      properly executed by such parties. No fraud, error, omission, misrepresentation,
      negligence or similar occurrence with respect to a Mortgage Loan has taken
      place
      on the part of the Company or the Mortgagor, or, on the part of any other party
      involved in the origination of the Mortgage Loan. The proceeds of the Mortgage
      Loan have been fully disbursed and there is no requirement for future advances
      thereunder (excepting therefrom HELOCs), and any and all requirements as to
      completion of any on-site or off-site improvements and as to disbursements
      of
      any escrow funds therefore have been complied with. All costs, fees and expenses
      incurred in making or closing the Mortgage Loan and the recording of the
      Mortgage were paid or are in the process of being paid, and the Mortgagor is
      not
      entitled to any refund of any amounts paid or due under the Mortgage Note or
      Mortgage;

     

    
      
        
        

      

      
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    (l) The
      Company is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
      or its designee will be the owner of record of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Servicing File in trust for the Purchaser
      only for the purpose of interim servicing and supervising the interim servicing
      of the Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage
      Note and the Mortgage, were not subject to an assignment or pledge, and the
      Company had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to the New Century-RWT Agreement and following the sale
      of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear
      of any encumbrance, equity, participation interest, lien, pledge, charge, claim
      or security interest. The Company intends to relinquish all rights to possess,
      control and monitor the Mortgage Loan, except for the purposes of servicing
      the
      Mortgage Loan as set forth in the New Century-RWT Agreement. Either the
      Mortgagor is a natural person or the Mortgagor is an inter-vivos trust
      acceptable to Fannie Mae;

     

    (m) 
      Each
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      Freddie Mac, issued by a Qualified Insurer qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring (subject to
      the
      exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
      and assigns, as to the first priority lien of the Mortgage in the original
      principal amount of the Mortgage Loan. Additionally, such policy affirmatively
      insures ingress and egress to and from the Mortgaged Property. Where required
      by
      applicable state law or regulation, the Mortgagor has been given the opportunity
      to choose the carrier of the required mortgage title insurance. The Company,
      its
      successors and assigns, are the sole insured of such lender’s title insurance
      policy, such title insurance policy has been duly and validly endorsed to the
      Purchaser or the assignment to the Purchaser of the Company’s interest therein
      does not require the consent of or notification to the insurer and such lender’s
      title insurance policy is in full force and effect and will be in full force
      and
      effect upon the consummation of the transactions contemplated by the New
      Century-RWT Agreement and the related Purchase Price and Terms Letter. No claims
      have been made under such lender’s title insurance policy, and no prior holder
      of the related Mortgage, including the Company, has done, by act or omission,
      anything which would impair the coverage of such lender’s title insurance
      policy;

     

    (n) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration; and
      neither the Company nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;

     

    (o) As
      of the
      related Closing Date, there are no mechanics’ or similar liens or claims which
      have been filed for work, labor or material (and the Company has no notice
      of
      any rights outstanding that under law could give rise to such liens) affecting
      the related Mortgaged Property which are or may be liens prior to or equal
      to
      the lien of the related Mortgage;

     

    (p) All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

     

    (q) The
      Mortgage Loan was originated by or for the Originator. The Mortgage Loan
      complies with all the terms, conditions and requirements of the Underwriting
      Standards in effect at the time of origination of such Mortgage Loan. The
      Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally
      acceptable to Fannie Mae or Freddie Mac. The Company is currently selling loans
      to Fannie Mae and/or Freddie Mac which are the same document forms as the
      Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage Loan bears
      interest at the Mortgage Interest Rate set forth in the related Mortgage Loan
      Schedule, and Monthly Payments under the Mortgage Note are due and payable
      on
      the first day of each month. The Mortgage contains the usual and enforceable
      provisions of the originator at the time of origination for the acceleration
      of
      the payment of the unpaid principal amount of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the mortgagee
      thereunder;

     

    
      
        
        

      

      
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    (r) As
      of the
      related Closing Date, the Mortgaged Property is not subject to any material
      damage by waste, fire, earthquake, windstorm, flood or other casualty. At
      origination of the Mortgage Loan there was, and there currently is, no
      proceeding pending for the total or partial condemnation of the Mortgaged
      Property. The Company has no notice of any such condemnation proceedings
      scheduled to commence at a future date;

     

    (s) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including (i) in the case of a Mortgage designated as a deed
      of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. To the
      best of the Company’s knowledge, following the date of origination of the
      Mortgage Loan, the Mortgaged Property has not been subject to any bankruptcy
      proceeding or foreclosure proceeding and the Mortgagor has not filed for
      protection under applicable bankruptcy laws. There is no homestead or other
      exemption or right available to the Mortgagor or any other person which would
      interfere with the right to sell the Mortgaged Property at a trustee’s sale or
      the right to foreclose the Mortgage;

     

    (t) The
      Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
      Mac;

     

    (u) If
      the
      Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
      if required under applicable law to act as such, has been properly designated
      and currently so serves and is named in the Mortgage, and no fees or expenses
      are or will become payable by the Purchaser to the trustee under the deed of
      trust, except in connection with a trustee’s sale or attempted sale after
      default by the Mortgagor;

     

    (v) The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title
      XI of FIRREA and the regulations promulgated thereunder, all as in effect on
      the
      date the Mortgage Loan was originated. The appraisal is in a form acceptable
      to
      Fannie Mae or Freddie Mac;

     

    (w) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;

     

    (x) 
      As of
      the related Closing Date, the related Mortgage Note is not and has not been
      secured by any collateral except the lien of the corresponding Mortgage and
      the
      security interest of any applicable security agreement or chattel mortgage
      referred to in (j) above and such collateral does not serve as security for
      any
      other obligation;

     

    (y) The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of such mortgage loans;

     

    (z) The
      Mortgage Loan does not contain “graduated payment” features and does not have a
      shared appreciation or other contingent interest feature; no Mortgage Loan
      contains any buydown provisions;

     

    
      
        
        

      

      
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    (aa) As
      of the
      related Closing Date, the Mortgagor is not in bankruptcy and the Mortgagor
      is
      not insolvent and the Company has no knowledge of any circumstances or condition
      with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
      Mortgagor’s credit standing that could reasonably be expected to cause investors
      to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
      Loan to become delinquent, or materially adversely affect the value or
      marketability of the Mortgage Loan;

     

    (bb) Each
      Mortgage Loans has an original term to maturity of not more than 40 years with
      interest payable in arrears on the first day of each month. Each Mortgage Note
      requires a monthly payment, which is sufficient to fully amortize the unpaid
      principal balance over the remaining term and to pay interest at the related
      Mortgage Interest Rate. Notwithstanding the immediately preceding sentence
      with
      respect to Mortgage Loans with an initial “interest only” payment period, the
      monthly payments due under the related Mortgage Note satisfy only the monthly
      interest on the unpaid principal balance of the applicable Mortgage Loan. After
      the initial “interest only” period, each Mortgage Note requires a monthly
      payment, which is sufficient to fully amortize the unpaid principal balance
      over
      the remaining term and to pay interest at the related Mortgage Interest Rate.
      In
      any case, no Mortgage Loan contains terms or provisions which would result
      in
      negative amortization;

     

    (cc) If
      a
      Mortgage Loan has an LTV greater than 80%, the Mortgage Loan will be insured
      as
      to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified
      Insurer. All provisions of such Primary Mortgage Insurance Policy have been
      and
      are being complied with, such policy is in full force and effect, and all
      premiums due thereunder have been paid. No action, inaction, or event has
      occurred and no state of facts exists that has, or will result in the exclusion
      from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary
      Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the
      Primary Mortgage Insurance Policy and to pay all premiums and charges in
      connection therewith. The mortgage interest rate for the Mortgage Loan as set
      forth on the related Mortgage Loan Schedule is net of any such insurance
      premium; 

     

    (dd) As
      to any
      Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
      is
      in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

     

    (ee) The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a single parcel of real property with a detached
      single family residence erected thereon, or a townhouse, or a two-to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development or a de minimis planned unit
      development, provided, however, that no residence or dwelling is a single parcel
      of real property with a cooperative housing corporation erected thereon or
      a
      mobile home. As of the date of origination, no portion of the Mortgaged Property
      was used for commercial purposes, and since the date or origination no portion
      of the Mortgaged Property has been used for commercial purposes;

     

    (ff) Payments
      of principal and/or interest on the Mortgage Loan commenced no more than sixty
      (60) days after the funds were disbursed in connection with the Mortgage Loan.
      The Mortgage Note is payable on the first day of each month. After the initial
      “interest only” payment period, if any, the Mortgage Note in payable in equal
      monthly installments of principal and interest, with interest calculated and
      payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated
      maturity date, over an original term of not more than thirty years from
      commencement of amortization;

     

    (gg) A
      Mortgage Loan may be subject to a Prepayment Penalty as identified on the
      Mortgage Loan Schedule, except that no Mortgage Loan contains any
      Prepayment  Penalty that extends beyond five years after the date of
      origination;

     

    (hh) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities;

     

    
      
        
        

      

      
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    (ii) If
      the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de minimis planned unit development), or stock in a cooperative housing
      corporation, such condominium, cooperative or planned unit development project
      meets the eligibility requirements of Fannie Mae and Freddie Mac;

     

    (jj) 
      There is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgaged Property; and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property;

     

    (kk) The
      Mortgagor has not notified the Company requesting relief under the
      Servicemembers’ Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, and the Company has no knowledge of any relief
      requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief
      Act;

     

    (ll) As
      of the
      related Closing Date, no Mortgage Loan was in construction or rehabilitation
      status or has facilitated the trade-in or exchange of a Mortgaged
      Property;

     

    (mm) No
      action
      has been taken or failed to be taken by the Company on or prior to the Closing
      Date which has resulted or will result in an exclusion from, denial of, or
      defense to coverage under any insurance policy related to a Mortgage Loan
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of the Company, or
      for
      any other reason under such coverage;

     

    (nn) The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;

     

    (oo) Each
      Mortgage Loan that is secured by a leasheld interest conforms to the Fannie
      Mae
      requirements for mortgage loans secured by leasehold estates;

     

    (pp) With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly assessed to the Mortgagor and no claims will
      arise as to broker fees that are double charged and for which the Mortgagor
      would be entitled to reimbursement;

     

    (qq) With
      respect to any Mortgage Loan as to which an affidavit has been delivered to
      the
      Purchaser certifying that the original Mortgage Note has been lost or destroyed
      and not been replaced, if such Mortgage Loan is subsequently in default, the
      enforcement of such Mortgage Loan will not be materially adversely affected
      by
      the absence of the original Mortgage Note;

     

    (rr) Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3) of the Code if transferred to a REMIC on its startup date in exchange
      for the regular or residual interests of the REMIC;

     

    (ss) Except
      as
      provided in Section 2.07, the Mortgage Note, the Mortgage, the Assignment of
      Mortgage and the other Mortgage Loan Documents set forth in Exhibit A-1 and
      required to be delivered on the related Closing Date have been delivered to
      the
      Purchaser or its designee all in compliance with the specific requirements
      of
      the New Century-RWT Agreement. With respect to each Mortgage Loan, the Company
      is in possession of a complete Mortgage File and Servicing File except for
      such
      documents as have been delivered to the Purchaser or its designee;

     

    (tt) 
      All
      information supplied by, on behalf of, or concerning the Mortgagor is true,
      accurate and complete and does not contain any statement that at the time
      provided and as of the Closing Date is inaccurate or misleading in any material
      respect; 

     

    
      
        
        

      

      
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    (uu) 
      There
      does not exist on the related Mortgage Property any hazardous substances,
      hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
      Environmental Response Compensation and Liability Act, the Resource Conservation
      and Recovery Act of 1976, or other federal, state or local environmental
      legislation, that imposes an obligation upon the mortgagee to remediate such
      hazardous substances; provided, that commonly used household items shall not
      constitute “hazardous substances” for purposes of this subsection; 

     

    (vv) All
      disclosure materials required by applicable law with respect to the making
      of
      fixed rate and adjustable rate mortgage loans have been received by the
      borrower;

     

    (ww) No
      Mortgage Loan had a Loan-to-Value Ratio at the time of origination of more
      than
      95%;

     

    (xx) None
      of
      the Mortgage Loans are subject to the Home Ownership and Equity Protection
      Act
      of 1994 or any comparable state law;

     

    (yy) None
      of
      the proceeds of the Mortgage Loan were used to finance single-premium credit
      insurance policies;

     

    (zz) Any
      principal advances made to the Mortgagor prior to the Closing Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. With respect to a first lien Mortgage Loan, the lien
      of
      the Mortgage securing the consolidated principal amount is expressly insured
      as
      having first lien priority by a title insurance policy, an endorsement to the
      policy insuring the mortgagee’s consolidated interest or by other title evidence
      acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount
      does
      not exceed the original principal amount of the Mortgage Loan;

     

    (aaa) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    (bbb) No
      Mortgage Loan is a Balloon Mortgage Loan;

     

    (ccc) With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded;

     

    (ddd) With
      respect to each MERS Mortgage Loan, the Company has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;

     

    (eee) None
      of
      the Mortgaged
      Properties are manufactured housing; 

     

    (fff) With
      respect to each Mortgage Loan, the Company has fully and accurately furnished
      complete information on the related borrower credit files to Equifax, Experian
      and Trans Union Credit Information Company, in accordance with the Fair Credit
      Reporting Act and its implementing regulations; 

     

    (ggg) The
      Originator has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”); the Originator has established
      an anti-money laundering compliance program as required by the Anti-Money
      Laundering Laws, has conducted the requisite due diligence in connection with
      the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
      Laws, including with respect to the legitimacy of the applicable Mortgagor
      and
      the origin of the assets used by the said Mortgagor to purchase the property
      in
      question, and maintains, and will maintain, sufficient information to identify
      the applicable Mortgagor for purposes of the Anti-Money Laundering
      Laws;

     

    (hhh) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (iii) No
      Mortgage Loan is “high cost” as defined by any applicable federal, state, or
      local predatory or abusive lending law and no Mortgage Loan is a High Cost
      Loan
      or Covered Loan, as applicable as such terms are defined in the current Standard
      & Poor’s LEVELS ® Glossary Revised, Appendix E. Any breach of this
      representation shall be deemed to materially and adversely affect the value
      of
      the Mortgage Loan and shall require a repurchase of the affected Mortgage
      Loan;

     

    
      
        
        

      

      
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    (jjj) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 that is a “high cost home loan” as
      defined under the Georgia Fair Lending Act. Any breach of this representation
      shall be deemed to materially and adversely affect the value of the Mortgage
      Loan and shall require a repurchase of the affected Mortgage Loan;

     

    (kkk) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act, which became effective November 27, 2003; and

     

    (lll) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
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              XXI.

            	
              Seller’s
                Purchase, Warranties and Interim Servicing Agreement, dated as of
                July 1,
                2006, between Redwood Mortgage Funding, Inc. (“RMF”) and Guaranteed Rate,
                Inc. (“Guaranteed Rate”) and an Assignment dated [January 15, 2007],
                between RMF and RWT Holdings, as modified by the related Acknowledgements
                (the “RWT-Guaranteed Rate
                Agreement”).

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the RWT-Guaranteed
      Rate Agreement.

     

    (a)
      The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete, true
      and correct in all material respects and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

    


    (b)
      The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note;

    


    (c)
      All
      payments due on or prior to the related Closing Date for such Mortgage Loan
      have
      been made as of the related Closing Date, the Mortgage Loan is not delinquent
      in
      payment more than 30 days and has not been dishonored; there are no material
      defaults under the terms of the Mortgage Loan; RWT Holdings has not advanced
      funds, or induced, solicited or knowingly received any advance of funds from
      a
      party other than the owner of the Mortgaged Property subject to the Mortgage,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Loan; no payment with respect to each Mortgage Loan has been delinquent during
      the preceding twelve-month period;

    


    (d)
      All
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;

    


    (e)
      The
      terms of the Mortgage Note and the Mortgage have not been impaired, waived,
      altered or modified in any respect, except by written instruments, which have
      been recorded to the extent any such recordation is required by law. No
      instrument of waiver, alteration or modification has been executed, and no
      Mortgagor has been released, in whole or in part, from the terms thereof except
      in connection with an assumption agreement and which assumption agreement is
      part of the Mortgage File and the terms of which are reflected in the related
      Mortgage Loan Schedule; the substance of any such waiver, alteration or
      modification has been approved by the issuer of any related Primary Mortgage
      Insurance Policy and title insurance policy, to the extent required by the
      related policies;

    


    (f)
      The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and the Mortgagor was not a debtor in any state
      or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
      was
      originated;

    


    (g)
      All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer acceptable under the Fannie Mae Guides, against loss
      by fire, hazards of extended coverage and such other hazards as are provided
      for
      in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing
      coverage not less than the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loans, and (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan, and (b) an amount such
      that
      the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
      mortgagee from becoming a co-insurer. All such standard hazard policies are
      in
      full force and effect and on the date of origination contained a standard
      mortgagee clause naming the Company and its successors in interest and assigns
      as loss payee and such clause is still in effect and all premiums due thereon
      have been paid. If required by the Flood Disaster Protection Act of 1973, as
      amended, the Mortgage Loan is covered by a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      which policy conforms to Fannie Mae and Freddie Mac requirements, in an amount
      not less than the amount required by the Flood Disaster Protection Act of 1973,
      as amended. Such policy was issued by an insurer acceptable under Fannie Mae
      or
      Freddie Mac guidelines. The Mortgage obligates the Mortgagor thereunder to
      maintain all such insurance at the Mortgagor’s cost and expense, and upon the
      Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
      such insurance at the Mortgagor’s cost and expense and to seek reimbursement
      therefor from the Mortgagor;

     

    
      
        
        

      

      
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    (h)
      Any
      and all requirements of any federal, state or local law including, without
      limitation,
      usury, truth-in-lending, real estate settlement procedures, consumer credit
      protection, equal
      credit opportunity, fair housing, or disclosure laws applicable to the Mortgage
      Loan have been
      complied with in all material respects;

    


    (i)
      The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. RWT
      Holdings has not waived the performance by the Mortgagor of any action, if
      the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has RWT Holdings waived any default resulting from any action
      or
      inaction by the Mortgagor;

    


    (j)
      The
      related Mortgage is a valid, subsisting, enforceable and perfected first lien
      on
      the Mortgaged Property including all buildings on the Mortgaged Property and
      all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note’s original principal balance. The Mortgage and the Mortgage Note
      do not contain any evidence of any security interest or other interest or right
      thereto. Such lien is free and clear of all adverse claims, liens and
      encumbrances having priority over the first lien of the Mortgage subject only
      to
      (1) the lien of non-delinquent current real property taxes and assessments
      not
      yet due and payable, (2) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of the public record as of the date of recording
      which are acceptable to mortgage lending institutions generally and either
      (A)
      which are referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan, or (B) which do not adversely affect the
      appraised value of the Mortgaged Property as set forth in such appraisal, and
      (3) other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates (1) a valid, subsisting, enforceable and perfected
      first
      lien and first priority security interest and on the property described therein,
      and RWT Holdings has the full right to sell and assign the same to the
      Purchaser;

    


    (k)
      The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application affecting
      the
      rights of creditors and by general equitable principles and RWT Holdings has
      taken all action necessary to transfer such rights of enforceability to the
      Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
      capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
      Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and
      properly executed by such parties. No fraud, error, omission, misrepresentation,
      negligence or similar occurrence with respect to a Mortgage Loan has taken
      place
      on the part of RWT Holdings or the Mortgagor, or, on the part of any other
      party
      involved in the origination of the Mortgage Loan. The proceeds of the Mortgage
      Loan have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage were paid or are in the
      process of being paid, and the Mortgagor is not entitled to any refund of any
      amounts paid or due under the Mortgage Note or Mortgage;

     

    
      
        
        

      

      
        160

        
          

        

      

      
        
        

      

    

    


    (l)
      RWT
      Holdings is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
      or its designee will be the owner of record of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Servicing File in trust for the Purchaser
      only for the purpose of interim servicing and supervising the interim servicing
      of the Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage
      Note and the Mortgage, were not subject to an assignment or pledge, and RWT
      Holdings had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to the RWT-Guaranteed Rate Agreement and following the
      sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and
      clear of any encumbrance, equity, participation interest, lien, pledge, charge,
      claim or security interest. The Company intends to relinquish all rights to
      possess, control and monitor the Mortgage Loan, except for the purposes of
      servicing the Mortgage Loan as set forth in the RWT-Guaranteed Rate Agreement.
      Either the Mortgagor is a natural person or the Mortgagor is an inter-vivos
      trust acceptable to Fannie Mae;

    


    (m)
      Each
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
      and qualified to do business in the jurisdiction where the Mortgaged Property
      is
      located, insuring (subject to the exceptions contained in (j)(1), (2) and (3)
      above) the Company, its successors and assigns, as to the first priority lien
      of
      the Mortgage in the original principal amount of the Mortgage Loan.
      Additionally, such policy affirmatively insures ingress and egress to and from
      the Mortgaged Property.
      Where required by applicable state law or regulation, the Mortgagor has been
      given the
      opportunity to choose the carrier of the required mortgage title insurance.
      The
      Company, its successors
      and assigns, are the sole insured of such lender’s title insurance policy, such
      title insurance
      policy has been duly and validly endorsed to the Purchaser or the assignment
      to
      the Purchaser
      of the Company’s interest therein does not require the consent of or
      notification to the insurer
      and such lender’s title insurance policy is in full force and effect and will be
      in full force and
      effect upon the consummation of the transactions contemplated by the
      RWT-Guaranteed Rate Agreement and the related Purchase Price and Terms Letter.
      No claims have been made under such lender’s title insurance policy, and no
      prior holder of the related Mortgage, including the Company, has done, by act
      or
      omission, anything which would impair the coverage of such lender’s title
      insurance policy;

    


    (n)
      There
      is no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice
      and the expiration of any grace or cure period, would constitute a default,
      breach, violation or event permitting acceleration; and neither RWT Holdings
      nor
      any prior mortgagee has waived any default, breach, violation or event
      permitting acceleration;

    


    (o)
      As of
      the related Closing Date, there are no mechanics’ or similar liens or claims
      which have been filed for work, labor or material (and no rights outstanding
      that under law could give rise to such liens) affecting the related Mortgaged
      Property which are or may be liens prior to or equal to the lien of the related
      Mortgage;

     

    
      
        
        

      

      
        161

        
          

        

      

      
        
        

      

    

    


    (p)
      All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

    


    (q)
      The
      Mortgage Loan was originated by or for the Company. The Mortgage Loan complies
      with all the terms, conditions and requirements of the Company’s Underwriting
      Standards in effect at the time of origination of such Mortgage Loan. The
      Mortgage Notes and Mortgages
      (exclusive of any riders) are on forms generally acceptable to Fannie Mae or
      Freddie Mac.
      The
      Company is currently selling loans to Fannie Mae and/or Freddie Mac which are
      the same
      document forms as the Mortgage Notes and Mortgages (inclusive of any riders).
      The Mortgage Loan bears interest at the Mortgage Interest Rate set forth in
      the
      related Mortgage Loan
      Schedule, and Monthly Payments under the Mortgage Note are due and payable
      on
      the first day
      of
      each month. The Mortgage contains the usual and enforceable provisions of the
      originator at the time of origination for the acceleration of the payment of
      the
      unpaid principal amount of the Mortgage Loan if the related Mortgaged Property
      is sold without the prior consent of the mortgagee thereunder;

    


    (r)
      As of
      the related Closing Date, the Mortgaged Property is not subject to any material
      damage by waste, fire, earthquake, windstorm, flood or other casualty. At
      origination of the Mortgage Loan there was, and there currently is, no
      proceeding pending for the total or partial condemnation of the Mortgaged
      Property. There have not been any condemnation proceedings with respect to
      the
      Mortgaged Property and there are no such proceedings scheduled to commence
      at a
      future date;

    


    (s)
      The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including
      (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale,
      and (ii) otherwise
      by judicial foreclosure. Following the date of origination of the Mortgage
      Loan,
      the Mortgaged
      Property has not been subject to any bankruptcy proceeding or foreclosure
      proceeding and the Mortgagor has not filed for protection under applicable
      bankruptcy laws. There is no homestead or other exemption or right available
      to
      the Mortgagor or any other person which would interfere with the right to sell
      the Mortgaged Property at a trustee’s sale or the right to foreclose the
      Mortgage;

    


    (t)
      The
      Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
      Mac; 

     

    (u)
      If
      the Mortgage constitutes a deed of trust, a trustee, authorized and duly
      qualified if required under applicable law to act as such, has been properly
      designated and currently so serves and is named in the Mortgage, and no fees
      or
      expenses are or will become payable by the Purchaser to the trustee under the
      deed of trust, except in connection with a trustee’s sale or attempted sale
      after default by the Mortgagor;

    


    (v)
      The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title
      XI of FIRREA and the regulations promulgated thereunder, all as in effect on
      the
      date the Mortgage Loan was originated. The appraisal is in a form acceptable
      to
      Fannie Mae or Freddie Mac;

     

    
      
        
        

      

      
        162

        
          

        

      

      
        
        

      

    

    


    (w)
      All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;

    


    (x)
      As of
      the related Closing Date, the related Mortgage Note is not and has not been
      secured by any collateral except the lien of the corresponding Mortgage and
      the
      security interest of any applicable security agreement or chattel mortgage
      referred to in (j) above and such collateral does not serve as security for
      any
      other obligation;

    


    (y)
      The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of such mortgage loans; 

     

    (z)
      The
      Mortgage Loan does not contain “graduated payment” features and does
not
      have
      a shared appreciation or other contingent interest feature; no Mortgage Loan
      contains any
      buydown provisions;

    


    (aa)
      As
      of the related Closing Date, the Mortgagor is not in bankruptcy and the
      Mortgagor is not insolvent and RWT Holdings has no knowledge of any
      circumstances or condition with respect to the Mortgage, the Mortgaged Property,
      the Mortgagor or the Mortgagor’s credit standing that could reasonably be
      expected to cause investors to regard the Mortgage Loan as an unacceptable
      investment, cause the Mortgage Loan to become delinquent, or materially
      adversely affect the value or marketability of the Mortgage Loan;

    


    (bb)
      The
      Mortgage Loans have an original term to maturity of not more than 40 years
      with
      interest payable in arrears on the first day of each month. Each Mortgage Note
      requires a monthly payment, which is sufficient to fully amortize the unpaid
      principal balance over the remaining term and to pay interest at the related
      Mortgage Interest Rate. Notwithstanding the immediately preceding sentence
      with
      respect to Mortgage Loans with an initial “interest only” payment period, the
      monthly payments due under the related Mortgage Note satisfy only the monthly
      interest on the unpaid principal balance of the applicable Mortgage Loan. After
      the initial “interest only” period, each Mortgage Note requires a monthly
      payment, which is sufficient to fully amortize the unpaid principal balance
      over
      the remaining term and to pay interest at the related Mortgage Interest Rate.
      In
      any case, no Mortgage Loan contains terms or provisions which would result
      in
      negative amortization;

    


    (cc)
      If a
      Mortgage Loan has an LTV greater than 80%, the Mortgage Loan will have mortgage
      insurance in accordance with the terms of the Fannie Mae Guides and will be
      insured as to payment defaults by a Primary Mortgage Insurance Policy issued
      by
      a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy
      have been and are being complied with, such policy is in full force and effect,
      and all premiums due thereunder have been paid. No action, inaction, or event
      has occurred and no state of facts exists that has, or will result in the
      exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject
      to
      a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
      maintain the Primary Mortgage Insurance Policy and to pay all premiums and
      charges in connection therewith. The mortgage interest rate for the Mortgage
      Loan as set forth on the related Mortgage Loan Schedule is net of any such
      insurance premium. No Mortgage Loan is subject to a lender-paid mortgage
      insurance policy;

    


    (dd)
      As
      to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of
      Mortgage is in recordable form and is acceptable for recording under the laws
      of
      the jurisdiction in which the Mortgaged Property is located;

    


    (ee)
      The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a single parcel of real property with a detached
      single family residence erected thereon, or a townhouse, or a two-to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development or a de minimis planned unit
      development, provided, however, that no residence or dwelling is a single parcel
      of real property with a cooperative housing corporation erected thereon, or
      a
      mobile home. As of the date of origination, no portion of the Mortgaged Property
      was used for commercial purposes, and since the date or origination no portion
      of the Mortgaged Property has been used for commercial purposes;

     

    
      
        
        

      

      
        163

        
          

        

      

      
        
        

      

    

    


    (ff)
      Payments of principal and/or interest on the Mortgage Loan commenced no more
      than sixty (60) days after the funds were disbursed in connection with the
      Mortgage Loan. The Mortgage Note is payable on the first day of each month.
      After the initial “interest only” payment period, if any, the Mortgage Note in
      payable in equal monthly installments of principal and interest, with interest
      calculated and payable in arrears, sufficient to amortize the Mortgage
Loan
      fully by the stated maturity date, over an original term of not more than thirty
      years from commencement
      of amortization;

    


    (gg)
      The
      Mortgage Loans may be subject to a Prepayment Penalty as identified on the
      Mortgage Loan Schedule, except that no Mortgage Loan contains any 
Prepayment Penalty that extends beyond five years after the date of
      origination;

    


    (hh)
      As
      of the related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities;

    


    (ii)
      If
      the Mortgaged Property is a condominium unit or a planned unit development
      (other than a de minimis planned unit development), or stock in a cooperative
      housing corporation, such condominium, cooperative or planned unit development
      project meets the eligibility requirements of Fannie Mae and Freddie
      Mac;

    


    (jj)
      There is no pending action or proceeding directly involving the Mortgaged
      Property in which compliance with any environmental law, rule or regulation
      is
      an issue; there is no violation of any environmental law, rule or regulation
      with respect to the Mortgaged Property; and
      nothing further remains to be done to satisfy in full all requirements of each
      such law, rule or regulation
      constituting a prerequisite to use and enjoyment of said property;

    


    (kk)
      The
      Mortgagor has not notified RWT Holdings requesting relief under the
      Servicemembers’ Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of
      1940,
      and RWT Holdings has no knowledge of any relief requested or allowed to the
      Mortgagor under
      the
      Servicemembers’ Civil Relief Act;

    


    (ll)
      As
      of the related Closing Date, no Mortgage Loan was in construction or
      rehabilitation status or has facilitated the trade-in or exchange of a Mortgaged
      Property;

    


    (mm)
      No
      action has been taken or failed to be taken by RWT Holdings on or prior to
      the
      Closing Date which has resulted or will result in an exclusion from, denial
      of,
      or defense to coverage under any insurance policy related to a Mortgage Loan
      (including, without limitation, any
      exclusions, denials or defenses which would limit or reduce the availability
      of
      the timely payment
      of the full amount of the loss otherwise due thereunder to the insured) whether
      arising out
      of
      actions, representations, errors, omissions, negligence, or fraud of RWT
      Holdings, or for any other
      reason under such coverage;

     

    
      
        
        

      

      
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    (nn)
      The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;

    


    (oo)
      No
      Mortgaged Property is subject to a ground lease;

    


    (pp)
      With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly assessed to the Mortgagor and no claims will
      arise as to broker fees that are double charged and for which the Mortgagor
      would be entitled to reimbursement;

    


    (qq)
      With
      respect to any Mortgage Loan as to which an affidavit has been delivered to
      the
      Purchaser certifying that the original Mortgage Note has been lost or destroyed
      and not been replaced, if such Mortgage Loan is subsequently in default, the
      enforcement of such Mortgage Loan will not be materially adversely affected
      by
      the absence of the original Mortgage Note;

    


    (rr)
      Each
      Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
      of
      the Code and Treasury Regulations Section 1.860G-2(a)(1);

    


    (ss)
      Except as provided in Section 2.07, the Mortgage Note, the Mortgage, the
      Assignment of Mortgage and the other Mortgage Loan Documents set forth in
      Exhibit A-1 to the Agreement and required to be delivered on the related Closing
      Date have been delivered to the Purchaser or its designee all in compliance
      with
      the specific requirements of the RWT-Guaranteed Rate Agreement. With respect
      to
      each Mortgage Loan, the Company is in possession of a complete Mortgage File
      and
      Servicing File except for such documents as have been delivered to the Purchaser
      or its designee;

    


    (tt)
      All
      information supplied by, on behalf of, or concerning the Mortgagor is
      true,
      accurate and complete and does not contain any statement that at the time
      provided and as of
      the
      Closing Date is or will be inaccurate or misleading in any material
      respect;

    


    (uu)
      There does not exist on the related Mortgage Property any hazardous substances,
      hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
      Environmental Response Compensation and Liability Act, the Resource Conservation
      and Recovery Act of 1976, or other federal, state or local environmental
      legislation;

    


    (vv)
      All
      disclosure materials required by applicable law with respect to the making
      of
      fixed rate and adjustable rate mortgage loans have been received by the
      borrower;

    


    (ww)
      No
      Mortgage Loan had a Loan-to-Value Ratio at the time of origination of
more
      than
      95%;

    


    (xx)
      None
      of the Mortgage Loans are subject to the Home Ownership and Equity Protection
      Act of 1994 or any comparable state law;

    


    (yy)
      None
      of the proceeds of the Mortgage Loan were used to finance single premium
credit
      insurance policies;

     

    (zz)
      Any
      principal advances made to the Mortgagor prior to the Closing Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to Fannie Mae and
      Freddie Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan;

     

    
      
        
        

      

      
        165

        
          

        

      

      
        
        

      

    

    


    (aaa)
      Interest on each Mortgage Loan is calculated on the basis of a 360-day year
      consisting of twelve 30-day months;

    


    (bbb)
      No
      Mortgage Loan is a Balloon Mortgage Loan;

    


    (ccc)
      With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
      such MIN is accurately provided on the Mortgage Loan Schedule. The related
      assignment of Mortgage to MERS has been duly and properly recorded;

    


    (ddd)
      With respect to each MERS Mortgage Loan, RWT Holdings has not received any
      notice of liens or legal actions with respect to such Mortgage Loan and no
      such
      notices have been electronically posted by MERS;

    


    (eee)
      None of the Mortgaged Properties are manufactured housing;

    


    (fff)
      With respect to each Mortgage Loan, the Company has fully and accurately
      furnished complete information on the related borrower credit files to Equifax,
      Experian and Trans Union Credit Information Company, in accordance with the
      Fair
      Credit Reporting Act and its implementing regulations;

    


    (ggg)
      The
      Company has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”); and the Company has
      established an anti-money laundering compliance program as required by the
      Anti-Money Laundering Laws;

    


    (hhh)
      Each Mortgage Loan at the time it was made complied in all material respects
      with applicable local, state, and federal laws, including, but not limited
      to,
      all applicable predatory and abusive lending laws;

    


    (iii)
      No
      Mortgage Loan is a High Cost or Covered Loan, as applicable and no mortgage
      loan
      is a “high cost” or “covered” mortgage loan, as applicable (as such terms are
      defined in the then current Standard and Poor’s LEVELS Glossary which is now
      Version 6.0, Appendix E). No Mortgage Loan is in violation of any applicable
      federal, state, or local predatory or abusive lending law. Any breach of this
      representation shall be deemed to materially and adversely affect the value
      of
      the Mortgage Loan and shall require a repurchase of the affected Mortgage
      Loan;

    


    (jjj)
      No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act. Any breach of this representation
      shall be deemed to materially and adversely
      affect the value of the Mortgage Loan and shall require a repurchase of the
      affected Mortgage
      Loan;

    


    (kkk)
      No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act, which became effective November 27, 2003; and

    


    (lll)
      There were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

    


    
      
        
        

      

      
        166

        
          

        

      

      
        
        

      

    


    
      	
              XXII.

            	
              Seller’s
                Purchase, Warranties and Interim Servicing Agreement, dated as of
                September 28, 2006, between Redwood Mortgage Funding, Inc. (“RMF”) and
                Paul Financial, LLC (“Paul Financial”) and an Assignment dated [January
                15], 2007, between RMF and RWT Holdings, as modified by the related
                Acknowledgements (the “RWT-Paul Financial
                Agreement”).

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the RWT-Paul Financial
      Agreement.

     

    (a) The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete, true
      and correct in all material respects and the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (b) The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note;

     

    (c) All
      payments due on or prior to the related Closing Date for such Mortgage Loan
      have
      been made as of the related Closing Date, the Mortgage Loan is not delinquent
      in
      payment more than 30 days and has not been dishonored; there are no material
      defaults under the terms of the Mortgage Loan; RWT Holdings has not advanced
      funds, or induced, solicited or knowingly received any advance of funds from
      a
      party other than the owner of the Mortgaged Property subject to the Mortgage,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Loan; no payment with respect to each Mortgage Loan has been delinquent during
      the preceding twelve-month period;

     

    (d) All
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;

     

    (e) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, which have been recorded
      to the extent any such recordation is required by law. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, from the terms thereof except in connection
      with
      an assumption agreement and which assumption agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule;
      the substance of any such waiver, alteration or modification has been approved
      by the issuer of any related Primary Mortgage Insurance Policy and title
      insurance policy, to the extent required by the related policies;

     

    (f) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and the Mortgagor was not a debtor in any state
      or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
      was
      originated;

     

    
      
        
        

      

      
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    (g) All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer acceptable under the Fannie Mae Guides, against loss
      by fire, hazards of extended coverage and such other hazards as are provided
      for
      in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing
      coverage not less than the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loans, and (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan, and (b) an amount such
      that
      the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
      mortgagee from becoming a co-insurer. All such standard hazard policies are in
      full force and effect and on the date of origination contained a standard
      mortgagee clause naming the Company and its successors in interest and assigns
      as loss payee and such clause is still in effect and all premiums due thereon
      have been paid. If required by the Flood Disaster Protection Act of 1973, as
      amended, the Mortgage Loan is covered by a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      which policy conforms to Fannie Mae and Freddie Mac requirements, in an amount
      not less than the amount required by the Flood Disaster Protection Act of 1973,
      as amended. Such policy was issued by an insurer acceptable under Fannie Mae
      or
      Freddie Mac guidelines. The Mortgage obligates the Mortgagor thereunder to
      maintain all such insurance at the Mortgagor’s cost and expense, and upon the
      Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
      such insurance at the Mortgagor’s cost and expense and to seek reimbursement
      therefor from the Mortgagor;

     

    (h) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, or disclosure laws
      applicable to the Mortgage Loan have been complied with in all material
      respects;

     

    (i) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. RWT
      Holdings has not waived the performance by the Mortgagor of any action, if
      the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has RWT Holdings waived any default resulting from any action
      or
      inaction by the Mortgagor;

     

    (j) The
      related Mortgage is a valid, subsisting, enforceable and perfected first lien
      on
      the Mortgaged Property including all buildings on the Mortgaged Property and
      all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note’s original principal balance. The Mortgage and the Mortgage Note
      do not contain any evidence of any security interest or other interest or right
      thereto. Such lien is free and clear of all adverse claims, liens and
      encumbrances having priority over the first lien of the Mortgage subject only
      to
      (1) the lien of non-delinquent current real property taxes and assessments
      not
      yet due and payable, (2) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of the public record as of the date of recording
      which are acceptable to mortgage lending institutions generally and either
      (A)
      which are referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan, or (B) which do not adversely affect the
      appraised value of the Mortgaged Property as set forth in such appraisal, and
      (3) other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates (1) a valid, subsisting, enforceable and perfected
      first
      lien and first priority security interest and on the property described therein,
      and RWT Holdings has the full right to sell and assign the same to the
      Purchaser;

     

    
      
        
        

      

      
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    (k) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application affecting
      the
      rights of creditors and by general equitable principles and RWT Holdings has
      taken all action necessary to transfer such rights of enforceability to the
      Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
      capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
      Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and
      properly executed by such parties. No fraud, error, omission, misrepresentation,
      negligence or similar occurrence with respect to a Mortgage Loan has taken
      place
      on the part of RWT Holdings or the Mortgagor, or, on the part of any other
      party
      involved in the origination of the Mortgage Loan. The proceeds of the Mortgage
      Loan have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage were paid or are in the
      process of being paid, and the Mortgagor is not entitled to any refund of any
      amounts paid or due under the Mortgage Note or Mortgage;

     

    (l) RWT
      Holdings is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
      or its designee will be the owner of record of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Servicing File in trust for the Purchaser
      only for the purpose of interim servicing and supervising the interim servicing
      of the Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage
      Note and the Mortgage, were not subject to an assignment or pledge, and RWT
      Holdings had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest (except for the Company’s warehouse lenders in the ordinary course of
      business where any such encumbrance, equity, lien, pledge, charge, claim or
      security interest by the Company’s warehouse lenders shall be released on the
      related Closing Date), and has the full right and authority subject to no
      interest or participation of, or agreement with, any other party, to sell and
      assign the Mortgage Loan pursuant to the RWT-Paul Financial Agreement and
      following the sale of the Mortgage Loan, the Purchaser will own such Mortgage
      Loan free and clear of any encumbrance, equity, participation interest, lien,
      pledge, charge, claim or security interest. The Company intends to relinquish
      all rights to possess, control and monitor the Mortgage Loan, except for the
      purposes of servicing the Mortgage Loan as set forth in the RWT-Paul Financial
      Agreement. Either the Mortgagor is a natural person or the Mortgagor is an
      inter-vivos trust acceptable to Fannie Mae;

     

    
      
        
        

      

      
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    (m) Each
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
      and qualified to do business in the jurisdiction where the Mortgaged Property
      is
      located, insuring (subject to the exceptions contained in (j)(1), (2) and (3)
      above) RWT Holdings, its successors and assigns, as to the first priority lien
      of the Mortgage in the original principal amount of the Mortgage Loan.
      Additionally, such policy affirmatively insures ingress and egress to and from
      the Mortgaged Property. Where required by applicable state law or regulation,
      the Mortgagor has been given the opportunity to choose the carrier of the
      required mortgage title insurance. RWT Holdings, its successors and assigns,
      are
      the sole insured of such lender’s title insurance policy, such title insurance
      policy has been duly and validly endorsed to the Purchaser or the assignment
      to
      the Purchaser of RWT Holdings’ interest therein does not require the consent of
      or notification to the insurer and such lender’s title insurance policy is in
      full force and effect and will be in full force and effect upon the consummation
      of the transactions contemplated by the RWT-Paul Financial Agreement and the
      related Purchase Price and Terms Letter. No claims have been made under such
      lender’s title insurance policy, and no prior holder of the related Mortgage,
      including RWT Holdings, has done, by act or omission, anything which would
      impair the coverage of such lender’s title insurance policy;

     

    (n) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration; and
      neither RWT Holdings nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;

     

    (o) As
      of the
      related Closing Date, there are no mechanics’ or similar liens or claims which
      have been filed for work, labor or material (and no rights outstanding that
      under law could give rise to such liens) affecting the related Mortgaged
      Property which are or may be liens prior to or equal to the lien of the related
      Mortgage;

     

    (p) All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

     

    (q)The
      Mortgage Loan was originated by or for the Company. The Mortgage Loan complies
      with all the terms, conditions and requirements of the Company’s Underwriting
      Standards in effect at the time of origination of such Mortgage Loan. The
      Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally
      acceptable to Fannie Mae or Freddie Mac. The Company is approved to sell loans
      to Fannie Mae and/or Freddie Mac. The Mortgage Loan bears interest at the
      Mortgage Interest Rate set forth in the related Mortgage Loan Schedule, and
      Monthly Payments under the Mortgage Note are due and payable on the first day
      of
      each month. The Mortgage contains the usual and enforceable provisions of the
      originator at the time of origination for the acceleration of the payment of
      the
      unpaid principal amount of the Mortgage Loan if the related Mortgaged Property
      is sold without the prior consent of the mortgagee thereunder;

     

    
      
        
        

      

      
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    (r) As
      of the
      related Closing Date, the Mortgaged Property is not subject to any material
      damage by waste, fire, earthquake, windstorm, flood or other casualty. At
      origination of the Mortgage Loan there was, and there currently is, no
      proceeding pending for the total or partial condemnation of the Mortgaged
      Property. There have not been any condemnation proceedings with respect to
      the
      Mortgaged Property and there are no such proceedings scheduled to commence
      at a
      future date;

     

    (s) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including (i) in the case of a Mortgage designated as a deed
      of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure.
      Following the date of origination of the Mortgage Loan, the Mortgaged Property
      has not been subject to any bankruptcy proceeding or foreclosure proceeding
      and
      the Mortgagor has not filed for protection under applicable bankruptcy laws.
      There is no homestead or other exemption or right available to the Mortgagor
      or
      any other person which would interfere with the right to sell the Mortgaged
      Property at a trustee’s sale or the right to foreclose the
      Mortgage;

     

    (t) The
      Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
      Mac;

     

    (u)If
      the
      Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
      if required under applicable law to act as such, has been properly designated
      and currently so serves and is named in the Mortgage, and no fees or expenses
      are or will become payable by the Purchaser to the trustee under the deed of
      trust, except in connection with a trustee’s sale or attempted sale after
      default by the Mortgagor;

     

    (v) The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title
      XI of FIRREA and the regulations promulgated thereunder, all as in effect on
      the
      date the Mortgage Loan was originated. The appraisal is in a form acceptable
      to
      Fannie Mae or Freddie Mac;

     

    (w)All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;

     

    
      
        
        

      

      
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    (x) As
      of the
      related Closing Date, the related Mortgage Note is not and has not been secured
      by any collateral except the lien of the corresponding Mortgage and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (j) above and such collateral does not serve as security for any other
      obligation;

     

    (y) The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of such mortgage loans;

     

    (z) The
      Mortgage Loan does not contain “graduated payment” features and does not have a
      shared appreciation or other contingent interest feature; no Mortgage Loan
      contains any buydown provisions;

     

    (aa) As
      of the
      related Closing Date, the Mortgagor is not in bankruptcy and the Mortgagor
      is
      not insolvent and RWT Holdings has no knowledge of any circumstances or
      condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor
      or
      the Mortgagor’s credit standing that could reasonably be expected to cause
      investors to regard the Mortgage Loan as an unacceptable investment, cause
      the
      Mortgage Loan to become delinquent, or materially adversely affect the value
      or
      marketability of the Mortgage Loan;

     

    (bb) The
      Mortgage Loans have an original term to maturity of not more than 40 years
      with
      interest payable in arrears on the first day of each month. Each Mortgage Note
      requires a monthly payment, which is sufficient to fully amortize the unpaid
      principal balance over the remaining term and to pay interest at the related
      Mortgage Interest Rate. Notwithstanding the immediately preceding sentence
      with
      respect to Mortgage Loans with an initial “interest only” payment period, the
      monthly payments due under the related Mortgage Note satisfy only the monthly
      interest on the unpaid principal balance of the applicable Mortgage Loan. After
      the initial “interest only” period, each Mortgage Note requires a monthly
      payment, which is sufficient to fully amortize the unpaid principal balance
      over
      the remaining term and to pay interest at the related Mortgage Interest Rate.
      In
      any case, no Mortgage Loan contains terms or provisions which would result
      in
      negative amortization;

     

    (cc) If
      a
      Mortgage Loan has an LTV greater than 80%, the Mortgage Loan will have mortgage
      insurance in accordance with the terms of the Fannie Mae Guides and will be
      insured as to payment defaults by a Primary Mortgage Insurance Policy issued
      by
      a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy
      have been and are being complied with, such policy is in full force and effect,
      and all premiums due thereunder have been paid. No action, inaction, or event
      has occurred and no state of facts exists that has, or will result in the
      exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject
      to
      a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
      maintain the Primary Mortgage Insurance Policy and to pay all premiums and
      charges in connection therewith. The mortgage interest rate for the Mortgage
      Loan as set forth on the related Mortgage Loan Schedule is net of any such
      insurance premium. No Mortgage Loan is subject to a lender-paid mortgage
      insurance policy. The Purchaser will not terminate any primary mortgage
      insurance policy which has been reinsured by Company’s captive, except as
      legally required; and, if the servicing rights have been sold, the Purchaser
      will use its best efforts to have the servicer not so terminate such policy,
      except as legally required;

     

    
      
        
        

      

      
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    (dd) As
      to any
      Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
      is
      in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

     

    (ee) The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a single parcel of real property with a detached
      single family residence erected thereon, or a townhouse, or a two-to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development or a de minimis planned unit
      development, provided, however, that no residence or dwelling is a single parcel
      of real property with a cooperative housing corporation erected thereon, or
      a
      mobile home. As of the date of origination, no portion of the Mortgaged Property
      was used for commercial purposes, and since the date or origination no portion
      of the Mortgaged Property has been used for commercial purposes;

     

    (ff) Payments
      of principal and/or interest on the Mortgage Loan commenced no more than sixty
      (60) days after the funds were disbursed in connection with the Mortgage Loan.
      The Mortgage Note is payable on the first day of each month. After the initial
      “interest only” payment period, if any, the Mortgage Note in payable in equal
      monthly installments of principal and interest, with interest calculated and
      payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated
      maturity date, over an original term of not more than thirty years from
      commencement of amortization;

     

    (gg) The
      Mortgage Loans may be subject to a Prepayment Penalty as identified on the
      Mortgage Loan Schedule, except that no Mortgage Loan contains any
      Prepayment Penalty that extends beyond five years after the date of
      origination;

     

    (hh) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities;

     

    (ii) If
      the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de minimis planned unit development), or stock in a cooperative housing
      corporation, such condominium, cooperative or planned unit development project
      meets the eligibility requirements of Fannie Mae and Freddie Mac;

     

    (jj) There
      is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      and, to the best knowledge of RWT Holdings, there is no violation of any
      environmental law, rule or regulation with respect to the Mortgaged Property;
      and nothing further remains to be done to satisfy in full all requirements
      of
      each such law, rule or regulation constituting a prerequisite to use and
      enjoyment of said property;

     

    
      
        
        

      

      
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    (kk) The
      Mortgagor has not notified RWT Holdings requesting relief under the
      Servicemembers’ Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, and RWT Holdings has no knowledge of any relief
      requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief
      Act;

     

    (ll) As
      of the
      related Closing Date, no Mortgage Loan was in construction or rehabilitation
      status or has facilitated the trade-in or exchange of a Mortgaged
      Property;

     

    (mm) No
      action
      has been taken or failed to be taken by RWT Holdings on or prior to the Closing
      Date which has resulted or will result in an exclusion from, denial of, or
      defense to coverage under any insurance policy related to a Mortgage Loan
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of RWT Holdings, or
      for
      any other reason under such coverage;

     

    (nn) The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;

     

    (oo) Each
      Mortgage Loan that is secured by a leasehold interest conforms to the FNMA
      requirements for mortgage loans secured by leasehold estates;

     

    (pp) With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly assessed to the Mortgagor and no claims will
      arise as to broker fees that are double charged and for which the Mortgagor
      would be entitled to reimbursement;

     

    (qq) With
      respect to any Mortgage Loan as to which an affidavit has been delivered to
      the
      Purchaser certifying that the original Mortgage Note has been lost or destroyed
      and not been replaced, if such Mortgage Loan is subsequently in default, the
      enforcement of such Mortgage Loan will not be materially adversely affected
      by
      the absence of the original Mortgage Note;

     

    (rr) Each
      Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
      of
      the Code and Treasury Regulations Section 1.860G-2(a)(1);

     

    
      
        
        

      

      
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    (ss) Except
      as
      provided in Section 2.07, the Mortgage Note, the Mortgage, the Assignment of
      Mortgage and the other Mortgage Loan Documents set forth in Exhibit A-1 and
      required to be delivered on the related Closing Date have been delivered to
      the
      Purchaser or its designee all in compliance with the specific requirements
      of
      the RWT-Paul Financial Agreement. With respect to each Mortgage Loan, the
      Company is in possession of a complete Mortgage File and Servicing File except
      for such documents as have been delivered to the Purchaser or its
      designee;

     

    (tt) All
      information supplied by, on behalf of, or concerning the Mortgagor is true,
      accurate and complete and does not contain any statement that at the time
      provided and as of the Closing Date is or will be inaccurate or misleading
      in
      any material respect; 

     

    (uu) To
      the
      best of knowledge of RWT Holdings, there does not exist on the related Mortgage
      Property any hazardous substances, hazardous wastes or solid wastes, as such
      terms are defined in the Comprehensive Environmental Response Compensation
      and
      Liability Act, the Resource Conservation and Recovery Act of 1976, or other
      federal, state or local environmental legislation;

     

    (vv) All
      disclosure materials required by applicable law with respect to the making
      of
      fixed rate and adjustable rate mortgage loans have been received by the
      borrower;

     

    (ww) No
      Mortgage Loan had a Loan-to-Value Ratio at the time of origination of more
      than
      95%;

     

    (xx) None
      of
      the Mortgage Loans are subject to the Home Ownership and Equity Protection
      Act
      of 1994 or any comparable state law;

     

    (yy) None
      of
      the proceeds of the Mortgage Loan were used to finance single-premium credit
      insurance policies;

     

    (zz) Any
      principal advances made to the Mortgagor prior to the Closing Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to Fannie Mae and
      Freddie Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan;

     

    (aaa) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;

     

    
      
        
        

      

      
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    (bbb) No
      Mortgage Loan is a Balloon Mortgage Loan;


     

    (ccc) With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded;


     

    (ddd) With
      respect to each MERS Mortgage Loan, RWT Holdings has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;


     

    (eee) No
      Mortgaged
      Property is Manufactured Housing; 


     

    (fff) Reserved;
      

     

    (ggg) The
      Company has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”); and the Company has
      established an anti-money laundering compliance program as required by the
      Anti-Money Laundering Laws;

     

    (hhh) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (iii) No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable and no mortgage
      loan is a “high cost” or “covered” mortgage loan, as applicable (as such terms
      are defined in the then current Standard and Poor’s LEVELS Glossary which is now
      Version 6.0, Appendix E). No Mortgage Loan is in violation of any applicable
      federal, state, or local predatory or abusive lending law. Any breach of this
      representation shall be deemed to materially and adversely affect the value
      of
      the Mortgage Loan and shall require a repurchase of the affected Mortgage
      Loan;

     

    (jjj) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act. Any breach of this representation
      shall be deemed to materially and adversely affect the value of the Mortgage
      Loan and shall require a repurchase of the affected Mortgage Loan;

     

    (kkk) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act, which became effective November 27, 2003; and

     

    
      
        
        

      

      
        176

        
          

        

      

      
        
        

      

    

    


    (lll)
      There were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

    

     

    
      	
              XXIII.

            	
              Seller’s
                Purchase, Warranties and Interim Servicing Agreement, dated as of
                June 1,
                2006 by and between Redwood Mortgage Funding Inc. (“RMF”) and Provident
                Funding Associates, LLP (“Provident”), and an Assignment dated [January
                15], 2007, between RMF and RWT Holdings (together, the “Provident-RWT
                Agreement”).

            


    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Provident-RWT
      Agreement.

     

    (a) The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete, true
      and correct in all material respects and the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

     

    (b) The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note;

     

    (c) All
      payments due on or prior to the related Closing Date for such Mortgage Loan
      have
      been made as of the related Closing Date, the Mortgage Loan is not delinquent
      in
      payment more than 30 days and has not been dishonored; there are no material
      defaults under the terms of the Mortgage Loan; the Company has not advanced
      funds, or induced, solicited or knowingly received any advance of funds from
      a
      party other than the owner of the Mortgaged Property subject to the Mortgage,
      directly or indirectly, for the payment of any amount required by the Mortgage
      Loan; no payment with respect to each Mortgage Loan has been delinquent during
      the preceding twelve-month period;

     

    (d) All
      taxes, governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or escrow funds have been established in an amount
      sufficient to pay for every such escrowed item which remains unpaid and which
      has been assessed but is not yet due and payable;

    


    (e) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, which have been recorded
      to the extent any such recordation is required by law. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, from the terms thereof except in connection
      with
      an assumption agreement and which assumption agreement is part of the Mortgage
      File and the terms of which are reflected in the related Mortgage Loan Schedule;
      the substance of any such waiver, alteration or modification has been approved
      by the issuer of any related Primary Mortgage Insurance Policy and title
      insurance policy, to the extent required by the related policies;

    


    
      
        
        

      

      
        178

        
          

        

      

      
        
        

      

    

     

    (f) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including, without limitation, the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render the Mortgage Note
      or
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including the defense of usury,
      and no such right of rescission, set-off, counterclaim or defense has been
      asserted with respect thereto; and the Mortgagor was not a debtor in any state
      or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
      was
      originated;

     

    (g) All
      buildings or other customarily insured improvements upon the Mortgaged Property
      are insured by an insurer acceptable under the Fannie Mae Guides, against loss
      by fire, hazards of extended coverage and such other hazards as are provided
      for
      in the Fannie Mae Guides or by the Freddie Mac Guides, in an amount representing
      coverage not less than the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loans, and (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan, and (b) an amount such
      that
      the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
      mortgagee from becoming a co-insurer. All such standard hazard policies are
      in
      full force and effect and on the date of origination contained a standard
      mortgagee clause naming the Company and its successors in interest and assigns
      as loss payee and such clause is still in effect and all premiums due thereon
      have been paid. If required by the Flood Disaster Protection Act of 1973, as
      amended, the Mortgage Loan is covered by a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      which policy conforms to Fannie Mae and Freddie Mac requirements, in an amount
      not less than the amount required by the Flood Disaster Protection Act of 1973,
      as amended. Such policy was issued by an insurer acceptable under Fannie Mae
      or
      Freddie Mac guidelines. The Mortgage obligates the Mortgagor thereunder to
      maintain all such insurance at the Mortgagor’s cost and expense, and upon the
      Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
      such insurance at the Mortgagor’s cost and expense and to seek reimbursement
      therefor from the Mortgagor;

     

    (h) Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, or disclosure laws
      applicable to the Mortgage Loan have been complied with in all material
      respects;

     

    (i) The
      Mortgage has not been satisfied, canceled or subordinated, in whole or in part,
      or rescinded, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission. The
      Company has not waived the performance by the Mortgagor of any action, if the
      Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
      in default, nor has the Company waived any default resulting from any action
      or
      inaction by the Mortgagor;

     

    (j) The
      related Mortgage is a valid, subsisting, enforceable and perfected first lien
      on
      the Mortgaged Property including all buildings on the Mortgaged Property and
      all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems affixed to such buildings, and all additions, alterations and
      replacements made at any time with respect to the foregoing securing the
      Mortgage Note’s original principal balance. The Mortgage and the Mortgage Note
      do not contain any evidence of any security interest or other interest or right
      thereto. Such lien is free and clear of all adverse claims, liens and
      encumbrances having priority over the first lien of the Mortgage subject only
      to
      (1) the lien of non-delinquent current real property taxes and assessments
      not
      yet due and payable, (2) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of the public record as of the date of recording
      which are acceptable to mortgage lending institutions generally and either
      (A)
      which are referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan, or (B) which do not adversely affect the
      appraised value of the Mortgaged Property as set forth in such appraisal, and
      (3) other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the Mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property. Any security agreement, chattel mortgage or equivalent
      document related to and delivered in connection with the Mortgage Loan
      establishes and creates (1) a valid, subsisting, enforceable and perfected
      first
      lien and first priority security interest and on the property described therein,
      and the Company has the full right to sell and assign the same to the
      Purchaser;

    


    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    

     

    (k) The
      Mortgage Note and the related Mortgage are original and genuine and each is
      the
      legal, valid and binding obligation of the maker thereof, enforceable in all
      respects in accordance with its terms subject to bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application affecting
      the
      rights of creditors and by general equitable principles and the Company has
      taken all action necessary to transfer such rights of enforceability to the
      Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
      capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
      Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and
      properly executed by such parties. No fraud, error, omission, misrepresentation,
      negligence or similar occurrence with respect to a Mortgage Loan has taken
      place
      on the part of the Company or the Mortgagor, or, on the part of any other party
      involved in the origination of the Mortgage Loan. The proceeds of the Mortgage
      Loan have been fully disbursed and there is no requirement for future advances
      thereunder, and any and all requirements as to completion of any on-site or
      off-site improvements and as to disbursements of any escrow funds therefor
      have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage were paid or are in the
      process of being paid, and the Mortgagor is not entitled to any refund of any
      amounts paid or due under the Mortgage Note or Mortgage;

     

    (l) The
      Company is the sole owner of record and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
      or its designee will be the owner of record of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
      Purchaser, the Company will retain the Servicing File in trust for the Purchaser
      only for the purpose of interim servicing and supervising the interim servicing
      of the Mortgage Loan. Immediately prior to the transfer and assignment to the
      Purchaser on the related Closing Date, the Mortgage Loan, including the Mortgage
      Note and the Mortgage, were not subject to an assignment or pledge, and the
      Company had good and marketable title to and was the sole owner thereof and
      had
      full right to transfer and sell the Mortgage Loan to the Purchaser free and
      clear of any encumbrance, equity, lien, pledge, charge, claim or security
      interest and has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign the
      Mortgage Loan pursuant to the Provident-RWT Agreement and following the sale
      of
      the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear
      of
      any encumbrance, equity, participation interest, lien, pledge, charge, claim
      or
      security interest. The Company intends to relinquish all rights to possess,
      control and monitor the Mortgage Loan, except for the purposes of servicing
      the
      Mortgage Loan as set forth in the Provident-RWT Agreement. Either the Mortgagor
      is a natural person or the Mortgagor is an inter-vivos trust acceptable to
      Fannie Mae;

     

    (m) 
      Each
      Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
      generally acceptable form of policy or insurance acceptable to Fannie Mae or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
      and qualified to do business in the jurisdiction where the Mortgaged Property
      is
      located, insuring (subject to the exceptions contained in (j)(1), (2) and (3)
      above) the Company, its successors and assigns, as to the first priority lien
      of
      the Mortgage in the original principal amount of the Mortgage Loan.
      Additionally, such policy affirmatively insures ingress and egress to and from
      the Mortgaged Property. Where required by applicable state law or regulation,
      the Mortgagor has been given the opportunity to choose the carrier of the
      required mortgage title insurance. The Company, its successors and assigns,
      are
      the sole insured of such lender’s title insurance policy, such title insurance
      policy has been duly and validly endorsed to the Purchaser or the assignment
      to
      the Purchaser of the Company’s interest therein does not require the consent of
      or notification to the insurer and such lender’s title insurance policy is in
      full force and effect and will be in full force and effect upon the consummation
      of the transactions contemplated by the Provident-RWT Agreement and the related
      Purchase Price and Terms Letter. No claims have been made under such lender’s
      title insurance policy, and no prior holder of the related Mortgage, including
      the Company, has done, by act or omission, anything which would impair the
      coverage of such lender’s title insurance policy;

    


    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    

     

    (n) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the related Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event permitting acceleration; and
      neither the Company nor any prior mortgagee has waived any default, breach,
      violation or event permitting acceleration;


     

    (o) As
      of the
      related Closing Date, there are no mechanics’ or similar liens or claims which
      have been filed for work, labor or material (and no rights outstanding that
      under law could give rise to such liens) affecting the related Mortgaged
      Property which are or may be liens prior to or equal to the lien of the related
      Mortgage;

     

    (p) All
      improvements subject to the Mortgage which were considered in determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of the Mortgaged Property (and wholly within the
      project with respect to a condominium unit) and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those which are insured
      against by the title insurance policy referred to in clause (m) above and all
      improvements on the property comply with all applicable zoning and subdivision
      laws and ordinances;

     

    (q) The
      Mortgage Loan was originated by or for the Company. The Mortgage Loan complies
      with all the terms, conditions and requirements of the Company’s Underwriting
      Standards in effect at the time of origination of such Mortgage Loan. The
      Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally
      acceptable to Fannie Mae or Freddie Mac. The Company is currently selling loans
      to Fannie Mae and/or Freddie Mac which are the same document forms as the
      Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage Loan bears
      interest at the Mortgage Interest Rate set forth in the related Mortgage Loan
      Schedule, and Monthly Payments under the Mortgage Note are due and payable
      on
      the first day of each month. The Mortgage contains the usual and enforceable
      provisions of the originator at the time of origination for the acceleration
      of
      the payment of the unpaid principal amount of the Mortgage Loan if the related
      Mortgaged Property is sold without the prior consent of the mortgagee
      thereunder;

    


    (r) As
      of the
      related Closing Date, the Mortgaged Property is not subject to any material
      damage by waste, fire, earthquake, windstorm, flood or other casualty. At
      origination of the Mortgage Loan there was, and there currently is, no
      proceeding pending for the total or partial condemnation of the Mortgaged
      Property. There have not been any condemnation proceedings with respect to
      the
      Mortgaged Property and there are no such proceedings scheduled to commence
      at a
      future date;

    


    (s) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including (i) in the case of a Mortgage designated as a deed
      of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure.
      Following the date of origination of the Mortgage Loan, the Mortgaged Property
      has not been subject to any bankruptcy proceeding or foreclosure proceeding
      and
      the Mortgagor has not filed for protection under applicable bankruptcy laws.
      There is no homestead or other exemption or right available to the Mortgagor
      or
      any other person which would interfere with the right to sell the Mortgaged
      Property at a trustee’s sale or the right to foreclose the
      Mortgage;

     

    
      
        
        

      

      
        181

        
          

        

      

      
        
        

      

    

    


    (t) The
      Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie
      Mac;

    


    (u) If
      the
      Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
      if required under applicable law to act as such, has been properly designated
      and currently so serves and is named in the Mortgage, and no fees or expenses
      are or will become payable by the Purchaser to the trustee under the deed of
      trust, except in connection with a trustee’s sale or attempted sale after
      default by the Mortgagor;

    


    (v) The
      Mortgage File contains an appraisal of the related Mortgaged Property signed
      prior to the final approval of the mortgage loan application by a Qualified
      Appraiser, who had no interest, direct or indirect, in the Mortgaged Property
      or
      in any loan made on the security thereof, and whose compensation is not affected
      by the approval or disapproval of the Mortgage Loan, and the appraisal and
      appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title
      XI of FIRREA and the regulations promulgated thereunder, all as in effect on
      the
      date the Mortgage Loan was originated. The appraisal is in a form acceptable
      to
      Fannie Mae or Freddie Mac;

    


    (w) All
      parties which have had any interest in the Mortgage, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) (A) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located, and (B) (1) organized under the laws of such state, or
      (2)
      qualified to do business in such state, or (3) federal savings and loan
      associations or national banks or a Federal Home Loan Bank or savings bank
      having principal offices in such state, or (4) not doing business in such
      state;


     

    (x) 
      As of
      the related Closing Date, the related Mortgage Note is not and has not been
      secured by any collateral except the lien of the corresponding Mortgage and
      the
      security interest of any applicable security agreement or chattel mortgage
      referred to in (j) above and such collateral does not serve as security for
      any
      other obligation;


     

    (y) The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of such mortgage loans;


     

    (z) The
      Mortgage Loan does not contain “graduated payment” features and does not have a
      shared appreciation or other contingent interest feature; no Mortgage Loan
      contains any buydown provisions;


     

    (aa) As
      of the
      related Closing Date, the Mortgagor is not in bankruptcy and the Mortgagor
      is
      not insolvent and the Company has no knowledge of any circumstances or condition
      with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
      Mortgagor’s credit standing that could reasonably be expected to cause investors
      to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
      Loan to become delinquent, or materially adversely affect the value or
      marketability of the Mortgage Loan;

     

    (bb) The
      Mortgage Loans have an original term to maturity of not more than 40 years
      with
      interest payable in arrears on the first day of each month. Each Mortgage Note
      requires a monthly payment, which is sufficient to fully amortize the unpaid
      principal balance over the remaining term and to pay interest at the related
      Mortgage Interest Rate. Notwithstanding the immediately preceding sentence
      with
      respect to Mortgage Loans with an initial “interest only” payment period, the
      monthly payments due under the related Mortgage Note satisfy only the monthly
      interest on the unpaid principal balance of the applicable Mortgage Loan. After
      the initial “interest only” period, each Mortgage Note requires a monthly
      payment, which is sufficient to fully amortize the unpaid principal balance
      over
      the remaining term and to pay interest at the related Mortgage Interest Rate.
      In
      any case, no Mortgage Loan contains terms or provisions which would result
      in
      negative amortization;

     

    
      
        
        

      

      
        182

        
          

        

      

      
        
        

      

    

     

    (cc) If
      a
      Mortgage Loan has an LTV greater than 80%, the Mortgage Loan will have mortgage
      insurance in accordance with the terms of the Fannie Mae Guides and will be
      insured as to payment defaults by a Primary Mortgage Insurance Policy issued
      by
      a Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy
      have been and are being complied with, such policy is in full force and effect,
      and all premiums due thereunder have been paid. No action, inaction, or event
      has occurred and no state of facts exists that has, or will result in the
      exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject
      to
      a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
      maintain the Primary Mortgage Insurance Policy and to pay all premiums and
      charges in connection therewith. The mortgage interest rate for the Mortgage
      Loan as set forth on the related Mortgage Loan Schedule is net of any such
      insurance premium. No Mortgage Loan is subject to a lender-paid mortgage
      insurance policy; 


     

    (dd) As
      to any
      Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
      is
      in recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

     

    (ee) The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a single parcel of real property with a detached
      single family residence erected thereon, or a townhouse, or a two-to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development or a de minimis planned unit
      development, provided, however, that no residence or dwelling is a single parcel
      of real property with a cooperative housing corporation erected thereon, or
      a
      mobile home. As of the date of origination, no portion of the Mortgaged Property
      was used for commercial purposes, and since the date or origination no portion
      of the Mortgaged Property has been used for commercial purposes;

     

    (ff) Payments
      of principal and/or interest on the Mortgage Loan commenced no more than sixty
      (60) days after the funds were disbursed in connection with the Mortgage Loan.
      The Mortgage Note is payable on the first day of each month. After the initial
      “interest only” payment period, if any, the Mortgage Note in payable in equal
      monthly installments of principal and interest, with interest calculated and
      payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated
      maturity date, over an original term of not more than thirty years from
      commencement of amortization;


     

    (gg) The
      Mortgage Loans may be subject to a Prepayment Penalty as identified on the
      Mortgage Loan Schedule, except that no Mortgage Loan contains any
      Prepayment  Penalty that extends beyond five years after the date of
      origination;

     

    (hh) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law, and all inspections, licenses and certificates required to
      be
      made or issued with respect to all occupied portions of the Mortgaged Property
      and, with respect to the use and occupancy of the same, including but not
      limited to certificates of occupancy and fire underwriting certificates, have
      been made or obtained from the appropriate authorities;

     

    
      
        
        

      

      
        183

        
          

        

      

      
        
        

      

    

     

    (ii) If
      the
      Mortgaged Property is a condominium unit or a planned unit development (other
      than a de minimis planned unit development), or stock in a cooperative housing
      corporation, such condominium, cooperative or planned unit development project
      meets the eligibility requirements of Fannie Mae and Freddie Mac;

     

    (jj) 
      There is
      no pending action or proceeding directly involving the Mortgaged Property in
      which compliance with any environmental law, rule or regulation is an issue;
      there is no violation of any environmental law, rule or regulation with respect
      to the Mortgaged Property; and nothing further remains to be done to satisfy
      in
      full all requirements of each such law, rule or regulation constituting a
      prerequisite to use and enjoyment of said property;

     

    (kk) The
      Mortgagor has not notified the Company requesting relief under the
      Servicemembers’ Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, and the Company has no knowledge of any relief
      requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief
      Act;

     

    (ll) As
      of the
      related Closing Date, no Mortgage Loan was in construction or rehabilitation
      status or has facilitated the trade-in or exchange of a Mortgaged
      Property;

     

    (mm) No
      action
      has been taken or failed to be taken by the Company on or prior to the Closing
      Date which has resulted or will result in an exclusion from, denial of, or
      defense to coverage under any insurance policy related to a Mortgage Loan
      (including, without limitation, any exclusions, denials or defenses which would
      limit or reduce the availability of the timely payment of the full amount of
      the
      loss otherwise due thereunder to the insured) whether arising out of actions,
      representations, errors, omissions, negligence, or fraud of the Company, or
      for
      any other reason under such coverage;

     

    (nn) The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to sections 203 and 211 of the National Housing
      Act, a savings and loan association, a savings bank, a commercial bank, credit
      union, insurance company or similar institution which is supervised and examined
      by a federal or state authority;

     

    (oo) No
      Mortgaged Property is subject to a ground lease;


     

    (pp) With
      respect to any broker fees collected and paid on any of the Mortgage Loans,
      all
      broker fees have been properly assessed to the Mortgagor and no claims will
      arise as to broker fees that are double charged and for which the Mortgagor
      would be entitled to reimbursement;

     

    
      
        
        

      

      
        184

        
          

        

      

      
        
        

      

    

     

    (qq) With
      respect to any Mortgage Loan as to which an affidavit has been delivered to
      the
      Purchaser certifying that the original Mortgage Note has been lost or destroyed
      and not been replaced, if such Mortgage Loan is subsequently in default, the
      enforcement of such Mortgage Loan will not be materially adversely affected
      by
      the absence of the original Mortgage Note;


     

    (rr) Each
      Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
      of
      the Code and Treasury Regulations Section 1.860G-2(a)(1);


     

    (ss) 
      Except
      as provided in Section 2.07, the Mortgage Note, the Mortgage, the Assignment
      of
      Mortgage and the other Mortgage Loan Documents set forth in Exhibit A-1 and
      required to be delivered on the related Closing Date have been delivered to
      the
      Purchaser or its designee all in compliance with the specific requirements
      of
      the Provident-RWT Agreement. With respect to each Mortgage Loan, the Company
      is
      in possession of a complete Mortgage File and Servicing File except for such
      documents as have been delivered to the Purchaser or its
      designee;


     

    (tt) 
      All
      information supplied by, on behalf of, or concerning the Mortgagor is true,
      accurate and complete and does not contain any statement that at the time
      provided and as of the Closing Date is or will be inaccurate or misleading
      in
      any material respect; 

     

    (uu) 
      There
      does not exist on the related Mortgage Property any hazardous substances,
      hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
      Environmental Response Compensation and Liability Act, the Resource Conservation
      and Recovery Act of 1976, or other federal, state or local environmental
      legislation; 

     

    (vv) All
      disclosure materials required by applicable law with respect to the making
      of
      fixed rate and adjustable rate mortgage loans have been received by the
      borrower;

     

    (ww) No
      Mortgage Loan had a Loan-to-Value Ratio at the time of origination of more
      than
      95%;

     

    (xx) None
      of
      the Mortgage Loans are subject to the Home Ownership and Equity Protection
      Act
      of 1994 or any comparable state law;

     

    (yy) None
      of
      the proceeds of the Mortgage Loan were used to finance single-premium credit
      insurance policies;

     

    (zz) Any
      principal advances made to the Mortgagor prior to the Closing Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term. The lien of the Mortgage securing the consolidated
      principal amount is expressly insured as having first lien priority by a title
      insurance policy, an endorsement to the policy insuring the mortgagee’s
      consolidated interest or by other title evidence acceptable to Fannie Mae and
      Freddie Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan;

     

    
      
        
        

      

      
        185

        
          

        

      

      
        
        

      

    

     

    (aaa) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;


     

    (bbb) No
      Mortgage Loan is a Balloon Mortgage Loan;


     

    (ccc) With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
      MIN
      is accurately provided on the Mortgage Loan Schedule. The related assignment
      of
      Mortgage to MERS has been duly and properly recorded;


     

    (ddd) With
      respect to each MERS Mortgage Loan, the Company has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;


     

    (eee) None
      of
      the Mortgaged
      Properties are manufactured housing; 

     

    (fff) With
      respect to each Mortgage Loan, the Company has fully and accurately furnished
      complete information on the related borrower credit files to Equifax, Experian
      and Trans Union Credit Information Company, in accordance with the Fair Credit
      Reporting Act and its implementing regulations; 


     

    (ggg) The
      Company has complied with all applicable anti-money laundering laws and
      regulations, including without limitation the USA Patriot Act of 2001
      (collectively, the “Anti-Money Laundering Laws”); and the Company has
      established an anti-money laundering compliance program as required by the
      Anti-Money Laundering Laws;


     

    (hhh) Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws;

     

    (iii) No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and no
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable as such terms
      are defined in the current Standard & Poor’s LEVELS ® Glossary Revised,
      Appendix E. No Mortgage Loan is in violation of any applicable federal, state,
      or local predatory or abusive lending law. Any breach of this representation
      shall be deemed to materially and adversely affect the value of the Mortgage
      Loan and shall require a repurchase of the affected Mortgage
      Loan;


     

    (jjj) No
      Mortgage Loan was originated on or after October 1, 2002 and prior to March
      7,
      2003, which is secured by property located in the State of Georgia. No Mortgage
      Loan was originated on or after March 7, 2003 which is a “high cost home loan”
as defined under the Georgia Fair Lending Act. Any breach of this representation
      shall be deemed to materially and adversely affect the value of the Mortgage
      Loan and shall require a repurchase of the affected Mortgage Loan;

     

    
      
        
        

      

      
        186

        
          

        

      

      
        
        

      

    

     

    (kkk) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act, which became effective November 27, 2003; and


     

    (lll) There
      were no
      adverse selection procedures used in selecting the Mortgage Loan from among
      the
      residential mortgage loans which were available for inclusion in the Mortgage
      Loans.

     

    
      
        
        

      

      
        187

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	XXIV.	
                    With
                      respect to Mortgage Loans purchased under the Seller’s Warranties and
                      Servicing Agreement, dated as of May 1, 2007 by and between
                      Redwood Trust,
                      Inc. and Wells Fargo Bank, N.A. (the "Redwood-Wells Fargo
                      Agreement")

                  


          

        

      

    

    


    With
      respect to each Mortgage Loan, RWT Holdings hereby makes the following
      representations and warranties. Such representations and warranties speak as
      of
      the Closing Date with respect to the Mortgage Loans (as such capitalized terms
      are defined in the Pooling and Servicing Agreement), unless otherwise indicated.
      Capitalized terms are as defined in this Schedule A or in the Redwood-Wells
      Fargo Agreement.

    


    (a) Mortgage
      Loans as Described.

    


    The
      information set forth in the Mortgage Loan Schedules attached hereto as
Exhibit
      A
      and Exhibit A-1 and the information contained on the respective Data
Files
      delivered to the Purchaser are true and correct; provided that the Company
      makes
      no
      representation or warranty as to the accuracy of Unverified Information;
and
      the
      information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements;

    


    (b) Payments
      Current.

    


    All
      payments required to be made up to the Cut-off Date for the Mortgage Loan
under
      the
      terms of the Mortgage Note have been made and credited. No payment under
      any
      Mortgage Loan has been thirty (30) days delinquent more than one (1)
time
      within twelve (12) months prior to the Closing Date;

    


    (c) No
      Outstanding Charges.

    


    There
      are
      no defaults in complying with the terms of the Mortgages, and all taxes,
governmental
      assessments, insurance premiums, leasehold payments, water, sewer
      and
      municipal charges, which previously became due and owing have been paid,
      or
      an escrow of funds has been established in an amount sufficient to pay for
      every
      such item which remains unpaid and which has been assessed but is not yet
due
      and
      payable. The Company has not advanced funds, or induced, or solicited
directly
      or indirectly, the payment of any amount required under the Mortgage
Loan,
      except for interest accruing from the date of the Mortgage Note or date of
      disbursement
      of the Mortgage Loan proceeds, whichever is later, to the day which precedes
      by one month the Due Date of the first installment of principal and interest;

    


    (d) Original
      Terms Unmodified.

    


    The
      terms
      of the Mortgage Note and Mortgage have not been impaired, waived, altered
      or modified in any respect, except by a written instrument which has been
recorded
      or registered with the MERS System, if necessary, to protect the interests
      of the Purchaser and is retained by the Company in the Retained Mortgage
      File; and the related Mortgage Note which has been delivered to the Custodian.
      The substance of any such waiver, alteration or modification has been
approved
      by the issuer of any related PMI Policy and the title insurer, to the
extent
      required by the policy, and its terms are reflected on the related Mortgage
      Loan
      Schedule. No Mortgagor has been released, in whole or in part, except in
connection
      with an assumption agreement approved by the issuer of any related PMI
      Policy and the title insurer, to the extent required by the policy, and which
      assumption
      agreement is part of the Custodial Mortgage File delivered to the Custodian
      and the terms of which are reflected in the related Mortgage Loan Schedule;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e) No
      Defenses.

    


    The
      Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
      or
      defense, including without limitation the defense of usury, nor will the
operation
      of any of the terms of the Mortgage Note or the Mortgage, or the exercise
      of any right thereunder, render either the Mortgage Note or the Mortgage
unenforceable,
      in whole or in part, or subject to any right of rescission, set-off,
counterclaim
      or defense, including without limitation the defense of usury, and no
such
      right of rescission, set-off, counterclaim or defense has been asserted with
      respect
      thereto;

    


    (f) No
      Satisfaction of Mortgage.

    


    The
      Mortgage has not been satisfied, canceled, subordinated or rescinded, in
whole
      or
      in part, and the Mortgaged Property has not been released from the lien
of
      the
      Mortgage, in whole or in part, nor has any instrument been executed that
would
      effect any such satisfaction, release, cancellation, subordination or
rescission;

    


    (g) Validity
      of Mortgage Documents.

    


    The
      Mortgage Note and the Mortgage and related documents are genuine, and
each
      is
      the legal, valid and binding obligation of the maker thereof enforceable in
      accordance
      with its terms. All parties to the Mortgage Note and the Mortgage had
      legal
      capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage
      Note and the Mortgage, and the Mortgage Note and the Mortgage have been
      duly
      and properly executed by such parties. The Company has reviewed all documents
      constituting the Retained Mortgage File and Custodial Mortgage File and
      has
      made such inquiries as it deems necessary to make and confirm the accuracy
      of the representations set forth herein;

    


    With
      respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the
Pledge
      Agreement, and related documents are genuine, and each is the legal, valid
      and
      binding obligation of the maker thereof enforceable in accordance with its
      terms.
      All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
the
      Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
      of Proprietary Lease had legal capacity to enter into the Mortgage Loan
      and
      to execute and deliver such documents, and such documents have been duly
      and
      properly executed by such parties;

    


    (h) No
      Fraud.

    


    No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence
with
      respect to a Mortgage Loan has taken place on the part of the Company, or
the
      Mortgagor (except with respect to the accuracy of Unverified Information),
      or
to
      the
      best of the Company’s knowledge, any appraiser, any builder, or any developer,
      or any other party involved in the origination of the Mortgage Loan or
in
      the
      application of any insurance in relation to such Mortgage Loan; 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (i) Compliance
      with Applicable Laws.

    


    Any
      and
      all requirements of any federal, state or local law including, without
limitation,
      usury, truth-in-lending, real estate settlement procedures, consumer
credit
      protection and privacy, equal credit opportunity, disclosure or predatory
and
      abusive lending laws applicable to the Mortgage Loan have been complied
with.
      All
      inspections, licenses and certificates required to be made or issued with
respect
      to all occupied portions of the Mortgaged Property and, with respect to the
      use
      and
      occupancy of the same, including, but not limited to, certificates of
occupancy
      and fire underwriting certificates, have been made or obtained from the
      appropriate authorities;

    


    (j) Location
      and Type of Mortgaged Property.

    


    The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan
      Schedule and consists of a contiguous parcel of real property with a
detached
      single family residence erected thereon, or a two- to four-family dwelling,
      or an individual condominium unit in a condominium project, or a Cooperative
      Apartment, or an individual unit in a planned unit development or a townhouse,
      provided, however, that any condominium project or planned unit development
      shall conform to the applicable Fannie Mae or Freddie Mac requirements,
      the Company Underwriting Guidelines (other than the exception identified
      for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines,
      as applicable, regarding such dwellings, and no residence or dwelling
is
      a
      mobile home or manufactured dwelling. As of the respective appraisal date
for
      each
      Mortgaged Property, any Mortgaged Property being used for commercial
purposes
      conforms to the Company Underwriting Guidelines (other than the exception
      identified for Exception Mortgage Loans) or the Third-Party Underwriting
      Guidelines, as applicable and, to the best of the Company’s knowledge,
      since the date of such appraisal, no portion of the Mortgaged Property
was
      being
      used for commercial purposes outside of the Company Underwriting Guidelines
      (other than the exception identified for Exception Mortgage Loans) or
the
      Third-Party Underwriting Guidelines, as applicable;

    


    (k) Valid
      First Lien.

    


    The
      Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
      Property,
      including all buildings on the Mortgaged Property and all installations
and
      mechanical, electrical, plumbing, heating and air conditioning systems
located
      in or annexed to such buildings, and all additions, alterations and replacements
      made at any time with respect to the foregoing. The lien of the Mortgage
      is subject only to:

    


    
      	
            	(1)	
              the
                lien of current real property taxes and assessments not yet due and
                payable;

            


    

    


    
      	
            	(2)	
              covenants,
                conditions and restrictions, rights of way, easements and other
                matters
                of the public record as of the date of recording acceptable to
                mortgage
                lending institutions generally and specifically referred to in the
                lender's
                title insurance policy delivered to the originator of the Mortgage
                Loan
                and (i) referred to or otherwise considered in the appraisal made
                for
                the
                originator of the Mortgage Loan and (ii) which do not adversely affect
                the
                Appraised Value of the Mortgaged Property set forth in such appraisal;
                and

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
            	(3)	
              other
                matters to which like properties are commonly subject which do not
                materially
                interfere with the benefits of the security intended to be provided
                by the mortgage or the use, enjoyment, value or marketability of
                the
                related Mortgaged Property.

            


    

    


    Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered
      in connection with the Mortgage Loan establishes and creates a valid,
subsisting
      and enforceable first lien and first priority security interest on the
property
      described therein and the Company has full right to sell and assign
      the

    same
      to
      the Purchaser; 

     

    With
      respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable
      and subsisting first security interest in the Cooperative Shares and
Proprietary
      Lease, subject only to (i) the lien of the related Cooperative for unpaid
assessments
      representing the Mortgagor’s pro rata share of the Cooperative’s payments
      for its blanket mortgage, current and future real property taxes, insurance
      premiums, maintenance fees and other assessments to which like collateral
      is commonly subject and (ii) other matters to which like collateral is
commonly
      subject which do not materially interfere with the benefits of the security
      intended to be provided by the Pledge Agreement; provided, however, that
      the
      appurtenant Proprietary Lease may be subordinated or otherwise subject
to
      the
      lien of any mortgage on the Project;

    


    (l)
       Full
      Disbursement of Proceeds.

    


    The
      proceeds of the Mortgage Loan have been fully disbursed, except for escrows
      established
      or created due to seasonal weather conditions, and there is no requirement
      for future advances thereunder. All costs, fees and expenses incurred
in
      making
      or closing the Mortgage Loan and the recording of the Mortgage were paid,
      and
      the Mortgagor is not entitled to any refund of any amounts paid or due
under
      the
      Mortgage Note or Mortgage;

    


    (m) Consolidation
      of Future Advances.

    


    Any
      future advances made prior to the Cut-off Date, have been consolidated with
      the
      outstanding principal amount secured by the Mortgage, and the secured
principal
      amount, as consolidated, bears a single interest rate and single repayment
      term reflected on the related Mortgage Loan Schedule. The lien of the
Mortgage
      securing the consolidated principal amount is expressly insured as having
      first lien priority by a title insurance policy, an endorsement to the policy
      insuring
      the mortgagee’s consolidated interest or by other title evidence acceptable
      to Fannie Mae or Freddie Mac; the consolidated principal amount does
not
      exceed the original principal amount of the Mortgage Loan; the Company
shall
      not
      make future advances after the Cut-off Date;

     

    (n) Ownership.

    


    The
      Company is the sole owner of record and holder of the Mortgage Loan and
the
      related Mortgage Note and the Mortgage are not assigned or pledged, and the
      Company
      has good and marketable title thereto and has full right and authority to
transfer
      and sell the Mortgage Loan to the Purchaser. The Company is transferring
      the Mortgage Loan free and clear of any and all encumbrances, liens,
pledges,
      equities, participation interests, claims, charges or security interests of
      any
      nature encumbering such Mortgage Loan;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (o) Origination/Doing
      Business.

    


    The
      Mortgage Loan was originated by a savings and loan association, a savings
bank,
      a
      commercial bank, a credit union, an insurance company, or similar institution
      that is supervised and examined by a federal or state authority or by a
mortgagee
      approved by the Secretary of Housing and Urban Development pursuant
      to Sections 203 and 211 of the National Housing Act. All parties which
have
      had
      any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee
      or otherwise, are (or, during the period in which they held and disposed
of
      such
      interest, were) (1) in compliance with any and all applicable licensing
requirements
      of the laws of the state wherein the Mortgaged Property is located, and
      (2)
      organized under the laws of such state, or (3) qualified to do business in
      such
      state, or (4) federal savings and loan associations or national banks having
      principal
      offices in such state, or (5) not doing business in such state;

    


    (p) LTV,
      PMI Policy.

    


    No
      Mortgage Loan has an LTV greater than 95%. Except as set forth on the
related
      Data File, each Mortgage Loan with an LTV greater than 80% at the time
of
      origination, a portion of the unpaid principal balance of the Mortgage Loan
      is
and
      will
      be insured as to payment defaults by a PMI Policy. If the Mortgage Loan
is
      insured by a PMI Policy which is not an LPMI Policy, the coverage will remain
      in
      place
      until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise
terminated
      pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et
      seq.
      All provisions of such PMI Policy or LPMI Policy have been and are being
      complied with, such policy is in full force and effect, and all premiums due
      thereunder
      have been paid. The Qualified Insurer has a claims paying ability acceptable
      to Fannie Mae or Freddie Mac. Any Mortgage Loan subject to a PMI Policy
      or
      LPMI Policy obligates the Mortgagor or the Company to maintain the PMI
      Policy or LPMI Policy, as applicable, and to pay all premiums and charges
in
      connection therewith. The Mortgage Interest Rate for the Mortgage Loan as
set
      forth
      on the related Mortgage Loan Schedule is net of any such insurance premium;

    


    (q) Title
      Insurance.

    


    The
      Mortgage Loan is covered by an ALTA lender's title insurance policy (or in
      the
      case
      of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction
      where such policies are generally not available, an opinion of counsel
of
      the
      type customarily rendered in such jurisdiction in lieu of title insurance)
      or
other
      generally acceptable form of policy of insurance acceptable to Fannie Mae
or
      Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
      Mac
and
      qualified to do business in the jurisdiction where the Mortgaged Property is
      located,
      insuring the Company, its successors and assigns, as to the first priority
      lien
      of
      the Mortgage in the original principal amount of the Mortgage Loan, subject
      only to the exceptions contained in clauses (1), (2) and (3) of subclause
(k)
      of
      this Section 3.02, and against any loss by reason of the invalidity or
unenforceability
      of the lien resulting from the provisions of the Mortgage providing
      for adjustment to the Mortgage Interest Rate and Monthly Payment. The
      Company is the sole insured of such lender's title insurance policy, and such
      lender's
      title insurance policy is in full force and effect and will be in force and
      effect
      upon the consummation of the transactions contemplated by the Redwood-Wells
      Fargo Agreement. No claims have been made under such lender's title insurance
      policy, and
      no
      prior holder of the Mortgage, including the Company, has done, by act or
omission,
      anything which would impair the coverage of such lender's title insurance
      policy;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (r) No
      Defaults.

    


    There
      is
      no default, breach, violation or event of acceleration existing under the
Mortgage
      or the Mortgage Note and no event which, with the passage of time or
with
      notice and the expiration of any grace or cure period, would constitute a
default,
      breach, violation or event of acceleration, and neither the Company nor
its
      predecessors have waived any default, breach, violation or event of acceleration;

    


    (s) No
      Mechanics' Liens.

    


    There
      are
      no mechanics' or similar liens or claims which have been filed for work,
labor
      or
      material (and no rights are outstanding that under the law could give rise
      to
      such
      liens) affecting the related Mortgaged Property which are or may be liens
prior
      to,
      or equal or coordinate with, the lien of the related Mortgage which are
not
      insured against by the title insurance policy referenced in subclause (q) of
      Section 3.02 of the Redwood-Wells Fargo Agreement;

    


    (t) Location
      of Improvements; No Encroachments.

    


    Except
      as
      insured against by the title insurance policy referenced in subclause (q)
of
      Section 3.02 of the Redwood-Wells Fargo Agreement, all improvements which were
      considered in determining the Appraised Value of the Mortgaged Property lay
      wholly within the boundaries and building restriction lines of the Mortgaged
      Property and no improvements on adjoining properties encroach upon the Mortgaged
      Property. No improvement located on or being part of the Mortgaged Property
      is
      in violation of any applicable zoning law or regulation;

    


    (u) Payment
      Terms.

    


    Except
      with respect to the Interest Only Mortgage Loans, principal payments
commenced
      no more than sixty (60) days after the funds were disbursed to the Mortgagor
      in connection with the Mortgage Loan. Except with respect to the Interest
      Only Mortgage Loans, each Mortgage Loan is payable in equal monthly installments
      of principal and interest, with interest calculated and payable in arrears,
      sufficient to amortize the Mortgage Loan fully by the stated maturity date
      set
      forth
      in the Mortgage Note over an original term to maturity of not more than
thirty
      (30) years. As to each Adjustable Rate Mortgage Loan on each applicable
Adjustment
      Date, the Mortgage Interest Rate will be adjusted to equal the sum of
the
      Index
      plus the applicable Gross Margin, rounded up or down to the nearest multiple
      of 0.125% indicated by the Mortgage Note; provided that the Mortgage
Interest
      Rate will not increase or decrease by more than the Periodic Interest Rate
      Cap
      on
      any Adjustment Date, and will in no event exceed the Maximum Mortgage
      Interest Rate or be lower than the Minimum Mortgage Interest Rate listed
      on
      the Mortgage Note for such Mortgage Loan. As to each Adjustable Rate
Mortgage
      Loan that is not an Interest Only Mortgage Loan, each Mortgage Note requires
      a monthly payment which is sufficient, during the period prior to the first
      adjustment
      to the Mortgage Interest Rate, to fully amortize the outstanding principal
      balance as of the first day of such period over the then remaining term of
      such
      Mortgage Note and to pay interest at the related Mortgage Interest Rate.
With
      respect to each Interest Only Mortgage Loan, the interest-only period shall
      not
      exceed fifteen (15) years (or such other period specified on the related Data
      File)
      and
      following the expiration of such interest-only period, the remaining
Monthly
      Payments shall be sufficient to fully amortize the original principal
balance
      over the remaining term of the Mortgage Loan and to pay interest at the
related
      Mortgage Interest Rate. As to each Adjustable Rate Mortgage Loan, if the
related
      Mortgage Interest Rate changes on an Adjustment Date or, with respect to
an
      Interest Only Mortgage Loan, on an Adjustment Date following the related
interest-only
      period, the then outstanding principal balance will be reamortized over
      the
      remaining life of such Mortgage Loan. No Adjustable Rate Mortgage Loan
      contains terms or provisions which would result in negative
      amortization;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (v) Customary
      Provisions.

    


    The
      Mortgage and related Mortgage Note contain customary and enforceable
provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (i) in the case of a Mortgage designated as a
      deed
      of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There
      is no homestead or other exemption available to a Mortgagor which would
      interfere with the right to sell the Mortgaged Property at a trustee's sale
      or
      the right to foreclose the Mortgage;

    


    (w) Occupancy
      of the Mortgaged Property.

    


    As
      of the
      date of origination, the Mortgaged Property was lawfully occupied under
      applicable law;

    


    (x) No
      Additional Collateral.

    


    Except
      in
      the case of a Pledged Asset Mortgage Loan and as indicated on the related
      Data File, the Mortgage Note is not and has not been secured by any collateral,
      pledged account or other security except the lien of the corresponding
Mortgage
      and the security interest of any applicable security agreement or chattel
mortgage
      referred to in subclause (k) of Section 3.02 of the Redwood-Wells Fargo
      Agreement;

    


    (y) Deeds
      of Trust.

    


    In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
      applicable law to serve as such, has been properly designated and currently
      so
      serves
      and is named in the Mortgage, and no fees or expenses are or will become
      payable by the mortgagee to the trustee under the deed of trust, except in
      connection
      with a trustee's sale after default by the Mortgagor;

    


    (z) Acceptable
      Investment.

    


    The
      Company has no knowledge of any circumstances or conditions with respect
to
      the
      Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's
credit
      standing that can reasonably be expected to cause private institutional
investors
      to regard the Mortgage Loan as an unacceptable investment, cause the
Mortgage
      Loan to become delinquent, or adversely affect the value or marketability
      of the Mortgage Loan;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    (aa) Transfer
      of Mortgage Loans.

    


    If
      the
      Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage,
      upon the insertion of the name of the assignee and recording information,
      is in recordable form and is acceptable for recording under the laws
of
      the
      jurisdiction in which the Mortgaged Property is located;

    


    (bb) Mortgaged
      Property Undamaged.

    


    The
      Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
      windstorm, flood, tornado or other casualty so as to affect adversely the value
      of the Mortgaged Property as security for the Mortgage Loan or the use for
      which
      the premises were intended;

    


    (cc) Collection
      Practices; Escrow Deposits.

    


    The
      origination, servicing and collection practices used with respect to the
      Mortgage Loan have been in accordance with Accepted Servicing Practices, and
      have been in all material respects legal and proper. With respect to escrow
      deposits and Escrow Payments, all such payments are in the possession of the
      Company and there exist no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made. All Escrow
      Payments have been collected in full compliance with state and federal law.
      No
      escrow deposits or Escrow Payments or other charges or payments due the Company
      have been capitalized under the Mortgage Note;

    


    (dd) No
      Condemnation.

    


    There
      is
      no proceeding pending or to the best of the Company’s knowledge threatened
      for the total or partial condemnation of the related Mortgaged Property;

    


    (ee) The
      Appraisal.

    


    The
      Servicing File for each Mortgage Loan includes an appraisal of the related
      Mortgaged
      Property. As to each Time$aver® Mortgage Loan, the appraisal may be
      from
      the original of the existing Company-serviced loan, which was refinanced
via
      such
      Time$aver® Mortgage Loan. The appraisal was conducted by an appraiser
      who had no interest, direct or indirect, in the Mortgaged Property or in
any
      loan
      made on the security thereof; and whose compensation is not affected by
the
      approval or disapproval of the Mortgage Loan, and the appraisal and the
appraiser
      both satisfy the applicable requirements of Title XI of the Financial
Institution
      Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
      thereunder, all as in effect on the date the Mortgage Loan was originated;

    


    (ff) Insurance.

    


    The
      Mortgaged Property securing each Mortgage Loan is insured by an insurer
acceptable
      to Fannie Mae or Freddie Mac against loss by fire and such hazards as
are
      covered under a standard extended coverage endorsement and such other hazards
      as
      are customary in the area where the Mortgaged Property is located pursuant
      to
      insurance policies conforming to the requirements of Section 4.10, in an amount
      which is at least equal to the lesser of (i) 100% of the insurable value, on
      a
      replacement cost basis, of the improvements on the related Mortgaged Property
      and (ii) the greater of (a) the outstanding principal balance of the Mortgage
      Loan or (b) an amount such that the proceeds of such insurance shall be
      sufficient to prevent the application to the Mortgagor or the loss payee of
      any
      coinsurance clause under the policy. If the Mortgaged Property is a condominium
      unit, it is included under the coverage afforded by a blanket policy for the
      project. If the improvements on the Mortgaged Property are in an area identified
      in the Federal Register by the Federal Emergency Management Agency as having
      special flood hazards, a flood insurance policy meeting the requirements of
      the
current
      guidelines of the Federal Insurance Administration is in effect with a generally
      acceptable insurance carrier, in an amount representing coverage not less than
      the least of (A) the outstanding principal balance of the Mortgage Loan, (B)
      the
      full insurable value and (C) the maximum amount of insurance which was available
      under the Flood Disaster Protection Act of 1973, as amended. All individual
      insurance policies contain a standard mortgagee clause naming the Company and
      its successors and assigns as mortgagee, and all premiums thereon have been
      paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard
      insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's
      failure to do so, authorizes the holder of the Mortgage to obtain and maintain
      such insurance at such Mortgagor's cost and expense, and to seek reimbursement
      therefor from the Mortgagor. The hazard insurance policy is the valid and
      binding obligation of the insurer, is in full force and effect, and will be
      in
      full force and effect and inure to the benefit of the Purchaser upon the
      consummation of the transactions contemplated by the Redwood-Wells Fargo
      Agreement. The Company has not acted or failed to act so as to impair the
      coverage of any such insurance policy or the validity, binding effect and
      enforceability thereof;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (gg) Servicemembers
      Civil Relief Act.

    


    The
      Mortgagor has not notified the Company, and the Company has no knowledge
      of any relief requested or allowed to the Mortgagor under the Servicemembers
      Civil Relief Act, as amended;

    


    (hh) No
      Balloon Payments, Graduated Payments or Contingent Interests.

    


    The
      Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
Loan
      does
      not have a shared appreciation or other contingent interest feature. No
Mortgage
      Loan has a balloon payment feature;

    


    (ii) No
      Construction Loans.

    


    No
      Mortgage Loan was made in connection with (i) the construction or rehabilitation
      of a Mortgage Property or (ii) facilitating the trade-in or exchange of a
      Mortgaged Property other than a construction-to-permanent loan which has
      converted to a permanent Mortgage Loan;

    


    (jj) Underwriting.

    


    
      	
            	(i)	
              Each
                Company Mortgage Loan was underwritten in accordance with the Company
                Underwriting Guidelines;

            


    

    


    
      	
            	(ii)	
              Each
                Third-Party Mortgage Loan was underwritten in accordance with the
                Third-Party
                Underwriting Guidelines;

            


    

    


    
      	
            	(iii)	
              Each
                Exception Mortgage Loan was underwritten in accordance with the
                Company
                Underwriting Guidelines; and 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	
            	(iv)	
              Each
                Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
                or Fannie Mae;

            


    

    


    (kk) No
      Bankruptcy.

    


    No
      Mortgagor was a debtor in any state or federal bankruptcy or insolvency
proceeding
      at the time the Mortgage Loan was originated and as of the Closing Date,
      the
      Company has not received notice that any Mortgagor is a debtor under
any
      state
      or federal bankruptcy or insolvency proceeding;

    


    (ll) The
      Mortgagor.

    


    The
      Mortgagor is one or more natural Persons and/or an Illinois land trust or a
      “living
      trust” and such “living trust” is in compliance with the Company Underwriting
      Guidelines (other than the exception identified for Exception Mortgage Loans)
      or
      the Third-Party Underwriting Guidelines, as applicable;

    


    (mm) Interest
      Calculation.

    


    Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of twelve 30-day months;

    


    (nn) Environmental
      Status.

    


    There
      is
      no pending action or proceeding directly involving the Mortgaged Property
      of which the Company is aware in which compliance with any environmental law,
      rule or regulation is an issue; and to the best of the Company’s knowledge,
      nothing further remains to be done to satisfy in full all requirements of each
      such law, rule or regulation constituting a prerequisite to the use and
      enjoyment of the Mortgaged Property;

    


    (oo) No
      High Cost Loans.

    


    No
      Mortgage Loan is a High Cost Loan or Covered Loan;

    


    (pp) Anti-Money
      Laundering Laws.

    


    The
      Company has complied with all applicable anti-money laundering laws and
regulations,
      including without limitation the USA Patriot ACT of 2001 (collectively, the
      “Anti-Money Laundering Laws”); the Company has established an anti-money
      laundering compliance program as required by the Anti-Money Laundering Laws,
      has
      conducted the requisite due diligence in connection with the origination of
      each
      Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with
      respect to the identity of the applicable Mortgagor and the origin of assets
      used by the said Mortgagor to purchase the related Mortgaged Property, and
      maintains sufficient information to identify the applicable Mortgagor for
      purposes of the Anti-Money Laundering Laws;

    


    (qq) Single
      Premium Credit Life Insurance.

    


    No
      Mortgagor was required to purchase any single premium credit insurance policy
      (e.g. life, disability, accident, unemployment or health insurance product)
      or
      debt cancellation agreement as a condition of obtaining the extension of credit.
      No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.
      life, disability, accident, unemployment or health insurance product) as
      part of the origination of the Mortgage Loan. No proceeds from any Mortgage
      Loan
      were used to purchase single premium credit insurance policies or debt
      cancellation agreements as part of the origination of, or as a condition to
      closing, such Mortgage Loan;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    (rr) Buydown
      Mortgage Loans.

    


    With
      respect to each Mortgage Loan that is a Buydown Mortgage Loan:

    


    
      	
            	(i)	
              On
                or before the date of origination of such Mortgage Loan, the Company
                and
                the Mortgagor, or the Company, the Mortgagor and the seller of the
                Mortgaged Property or a third party entered into a Buydown Agreement.
                The
                Buydown Agreement provides that the seller of the Mortgaged Property
                (or
                third party) shall deliver to the Company temporary Buydown Funds
                in an
                amount equal to the aggregate undiscounted amount of payments that,
                when
                added to the amount the Mortgagor on such Mortgage Loan is obligated
                to
                pay on each Due Date in accordance with the terms of the Buydown
                Agreement, is equal to the full scheduled Monthly Payment due on
                such
                Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to
                qualify
                for the Buydown Mortgage Loan. The effective interest rate of a Buydown
                Mortgage Loan if less than the interest rate set forth in the related
                Mortgage Note will increase within the Buydown
                Period as provided in the related Buydown Agreement so that the effective
                interest rate will be equal to the interest rate as set forth in
                the
                related Mortgage Note. The Buydown Mortgage Loan satisfies the
                requirements of the Company Underwriting Guidelines (other than the
                exception identified for Exception Mortgage Loans) or the Third-Party
                Underwriting Guidelines, as
                applicable;

            


    

     

    
      	
            	(ii)	
              The
                Mortgage and Mortgage Note reflect the permanent payment terms
                rather
                than the payment terms of the Buydown Agreement. The Buydown Agreement
                provides for the payment by the Mortgagor of the full amount of the
                Monthly Payment on any Due Date that the Buydown Funds are available.
                The
                Buydown Funds were not used to reduce the original principal balance
                of
                the Mortgage Loan or to increase the Appraised Value of the Mortgage
                Property when calculating the Loan-to-Value Ratios for purposes of
                the
                Agreement and, if the Buydown Funds were provided by the Company
                and if
                required under the Company Underwriting Guidelines (other than the
                exception identified for Exception Mortgage Loans) or the Third-Party
                Underwriting Guidelines, as applicable, the terms of the Buydown
                Agreement
                were disclosed to the appraiser of the Mortgaged
                Property;

            


    

     

    
      	
            	(iii) 	The Buydown Funds may not be refunded
              to the
              Mortgagor unless the Mortgagor
              makes a principal payment for the outstanding balance of the Mortgage
              Loan;


    

     

    
      	
            	(iv) 	As of the date of origination of the
              Mortgage
              Loan, the provisions of the related
              Buydown Agreement complied with the requirements of the Company
              Underwriting Guidelines (other than the exception identified for Exception
              Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable,
              regarding buydown agreements;


    

    


    (ss) Cooperative
      Loans.

    


    With
      respect to each Cooperative Loan:

     

    
      	
            	(i) 	The Cooperative Shares are held by
              a Person as
              a tenant-stockholder in a Cooperative.
              Each original UCC financing statement, continuation statement or other
              governmental filing or recordation necessary to create or preserve
              the
              perfection and priority of the first lien and security interest in
              the
              Cooperative Loan and Proprietary Lease has been timely and properly
              made.
              Any security agreement, chattel mortgage or equivalent document related
              to
              the Cooperative Loan and delivered to Purchaser or its designee
              establishes in Purchaser a valid and subsisting perfected first lien
              on
              and security interest in the Mortgaged Property described therein,
              and
              Purchaser has full right to sell and assign the same. The Proprietary
              Lease term expires no less than five years after the Mortgage Loan
              term or
              such other term acceptable to Fannie Mae, Freddie Mac, the Company
              Underwriting Guidelines (other than the exception identified for Exception
              Mortgage Loans) or the Third-Party Underwriting Guidelines, as
              applicable;


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii) 	A Cooperative Lien Search has been
              made by a
              company competent to make
              the same which company is acceptable to Fannie Mae or Freddie Mac and
              qualified to do business in the jurisdiction where the Cooperative
              is
              located;


    

     

    
      	
            	
              (iii)

            	
              (a)
                The term of the related Proprietary Lease is not less than the terms
                of
                the Cooperative Loan; (b) there is no provision in any Proprietary
                Lease
                which requires the Mortgagor to offer for sale the Cooperative Shares
                owned by such Mortgagor first to the Cooperative; (c) there is no
                prohibition in any Proprietary Lease against pledging the Cooperative
                Shares or assigning the Proprietary Lease; (d) the Cooperative has
                been
                created and exists in full compliance with the requirements for
                residential cooperatives in the jurisdiction in which the Project
                is
                located and qualifies as a cooperative housing corporation under
                Section
                216 of the Code; (e) the Recognition Agreement is on a form published
                by
                Aztech Document Services, Inc. or includes similar provisions; and
                (f) the
                Cooperative has good and marketable title to the Project, and owns
                the
                Project either in fee simple or under a leasehold that complies with
                the
                requirements of the Fannie Mae guidelines, Freddie Mac guidelines,
                the
                Company Underwriting Guidelines (other than the exception identified
                for
                Exception Mortgage Loans) or the Third-Party Underwriting Guidelines,
                as
                applicable; such title is free and clear of any adverse liens or
                encumbrances, except the lien of any blanket
                mortgage;

            


    

     

    
      	
            	
              (iv)

            	The Company has the right under the
              terms of
              the Mortgage Note, Pledge Agreement
              and Recognition Agreement to pay any maintenance charges or assessments
              owed by the Mortgagor; and


    

     

    
      	
            	
              (v)

            	Each Stock Power (i) has all signatures
              guaranteed or (ii) if all signatures are
              not guaranteed, then such Cooperative Shares will be transferred by
              the
              stock transfer agent of the Cooperative if the Company undertakes to
              convert the ownership of the collateral securing the related Cooperative
              Loan;


    

     

    (tt) Delivery
      of Custodial Mortgage Files.

    


    The
      Mortgage Note, Assignment of Mortgage and any other documents required
to
      be
      delivered by the Company have been delivered to the Custodian in accordance
      with
      the Redwood-Wells Fargo Agreement. The Company is in possession of a complete,
      true and accurate Retained Mortgage File in compliance with Exhibit C, except
      for such documents the originals of which have been delivered to the Custodian
      or for such documents where the originals of which have been sent for
      recordation;

    


    (uu) Credit
      Reporting.

    


    With
      respect to each Mortgage Loan, the Company has furnished complete information
      on the related borrower credit files to Equifax, Experian and Trans Union
      Credit Information Company, in accordance with the Fair Credit Reporting
Act
      and
      its implementing regulations;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (vv) Contents
      of Retained Mortgage File.

    


    The
      Retained Mortgage File contains the Mortgage Loan Documents listed as
items
      6
      through 12 of Exhibit C attached to the Redwood-Wells Fargo Agreement, except
      for such documents where the originals of which have been sent for
      recordation;

    


    (ww) Pledged
      Asset Mortgage Loan.

    


    With
      respect to a Pledged Asset Mortgage Loan:

    


    
      	
            	(i)	
              The
                Pledge Holder has a rating of at least “AA” (or the equivalent) or
                better
                from at least two Rating Agencies and the Pledge Holder is obligated
                to
                give the beneficiary of each Letter of Credit at least sixty (60)
                days
                notice of any non-renewal of any Letter of
                Credit;

            


    

     

    
      	
            	(ii) 	With respect to each Pledged Asset
              Mortgage
              Loan, the Company is the named
              beneficiary and no Person has drawn any funds against such Letter
              of
              Credit;


    

     

    
      	
            	(iii) 	Each Letter of Credit is for an amount
              at
              least equal to an LTV of 20% of the
              lower of the purchase price or the Appraised Value of the related
              Mortgaged
              Property;


    

     

    
      	
            	(iv) 	As of the Closing Date, the Company
              has
              complied with all the requirements
              of any Letter of Credit, and each Letter of Credit is a valid and
              enforceable obligation of the Pledge
              Holder;


    

     

    
      	
            	(v) 	The Company has the right to draw on
              each
              Letter of Credit if the related Pledged
              Asset Mortgage Loan becomes ninety (90) days or more delinquent and
              to
              apply such proceeds as a partial prepayment
              thereon;


    

     

    
      	
            	(vi) 	The Company has not received notice
              of any
              non-renewal of any Letter of Credit;


    

     

    
      	
            	(vii) 	Upon a default by the Pledge Holder,
              the
              Company will have a perfected first
              priority security interest in the assets pledged to secure the Letter
              of
              Credit and has the right to obtain possession thereof and the right
              to
              liquidate such assets and apply the proceeds thereof to prepay the
              related
              Pledged Asset Mortgage Loan; and


    

     

    
      	
            	(viii)
              
	 The
              Letter of Credit is required to be in effect (either for its original
              term
              or
              through renewal) until such time as all amounts owed under the related
              Pledged Asset Mortgage Loan by the related Mortgagor are less than
              80% of
              the lesser of the Purchase Price or the Appraised Value of the related
              Mortgaged Property;


    

     

    (xx) Indiana.

    


    There
      is
      no Mortgage Loan that was originated on or after January 1, 2005, which
is
      a
“high cost home loan” as defined under the Indiana Home Loan Practices Act
(I.C.
      24-9); and

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (yy) Leasehold
      Estate.

    


    With
      respect to each Mortgage Loan secured in whole or in part by the interest of
      the
      Mortgagor as a lessee under a ground lease of the related Mortgaged Property
      (a
      “Ground Lease”) and not by a fee interest in such Mortgaged
      Property:

     

    
      	
            	(i) 	The Mortgagor is the owner of a valid
              and
              subsisting interest as tenant under
              the Ground Lease;


    

     

    
      	
            	(ii) 	The Ground Lease is in full force and
              effect;


    

     

    
      	
            	(iii) 	The Mortgagor is not in default under
              any
              provision of the lease;


    

     

    
      
        	
              	
                (iv)

              	
                The
                  lessor under the Ground Lease is not in default under any of the
                  terms or
                  provisions thereof on the part of the lessor to be observed or
                  performed;

              


      

       

      
        
          
            
              	
                    	(v)	The term of the Ground Lease
                      exceeds the
                      maturity date of the related Mortgage
                      Loan by at least five (5) years;


            

             

            
              
                	
                      	(vi)	The Mortgagee under the Mortgage
                        Loan is given
                        at least sixty (60) days’ notice
                        of any default and an opportunity to cure any defaults under
                        the Ground
                        Lease or to take over the Mortgagor’s rights under the Ground
                        Lease;


              

              
                 

                
                  
                    
                      
                        	
                              	(vii)	The Ground Lease
                                does not contain any default
                                provisions that could result
                                in forfeiture or termination of the Ground Lease
                                except for non-payment of
                                the Ground Lease or a court order;


                      

                       

                    

                  

                

              

            

          

        

      

    

    
      	 	
              (viii)

            	
              The
                Ground Lease provides that the leasehold can be transferred, mortgaged
                and
                sublet an unlimited number of times either without restriction or
                on
                payment of a reasonable fee and delivery of reasonable documentation
                to
                the lessor;

            


    

    


    
      	
            	(ix)	
              The
                Ground Lease or a memorandum thereof has been recorded and by its
                terms
                permits the leasehold estate to be mortgaged;
                and

            


    

    
       

      
        	 	
                (x) 


              	The execution, delivery and performance of the
                Mortgage
                do not require consent
                (other than those consents which have been obtained and are in full
                force
                and
                effect) under, and will not contravene any provision of or cause
                a default
                under, the Ground Lease.


      

       

    

    (zz) Prepayment
      Penalty.

    


    No
      Mortgage Loan contains prepayment penalties that extend beyond five years after
      the date of origination;

    


    (aaa) Qualified
      Mortgage Loan.

    


    Each
      Mortgage Loan would be a “qualified mortgage” within the meaning of Section
      860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1) if
      transferred to a REMIC on its startup date in exchange for the regular or
      residual interests of the REMIC; and

    


    (bbb) No
      Adverse Selection.

    


    
      	 	
              There
                were no adverse selection procedures used in selecting the Mortgage
                Loan
                from among the residential mortgage loans which were available for
                inclusion in the Mortgage Loans.

            


    

    


    
      
        
        

      

      
        14