exv10w3



 





Exhibit 10.3




Execution Version




SEQUOIA MORTGAGE TRUST 2007-2

MORTGAGE PASS-THROUGH CERTIFICATES




MORTGAGE LOAN PURCHASE AND SALE AGREEMENT




Between




RWT HOLDINGS, INC.




and




SEQUOIA RESIDENTIAL FUNDING, INC.




dated as of May 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 May 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 May 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.



     (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



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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.



     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



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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




     (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
June 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 of page intentionally left blank]




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



	 	 	 
	 

	 	RWT HOLDINGS, INC.
	 
	 	 
	 

	 	By: /s/ John Arens
	 

	 	Name: John Arens
	 

	 	Title: Vice President
	 
	 	 
	 

	 	SEQUOIA RESIDENTIAL FUNDING, INC.
	 
	 	 
	 

	 	By: /s/ John Arens
	 

	 	Name: John Arens
	 

	 	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



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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;



     (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



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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;



     (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;



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     (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



12









 







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;



     (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,



13









 





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, 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,



14









 







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;



     (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



17









 







defense, including the defense of usury, and 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 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



19









 







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;



     (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

22









 








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 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,




23









 




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 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




24









 




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;




          (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




25









 




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 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




26









 




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) 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




27









 




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 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



32









 





to seek reimbursement therefor from the Mortgagor;




     (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



33









 







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;



     (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



34









 







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;



     (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



37









 







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;



     (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;



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     (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;



40









 





     (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



41









 




“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, which became effective
November 27, 2003;




     (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.








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	VII.	 	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



43









 







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;



     (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



44









 







general equitable principles (regardless whether such enforcement is considered in a
proceeding in equity or at law);



     (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



45









 







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;



     (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;



46









 





     (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



47









 




(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;




     (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



48









 







unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the
value of the Mortgage Loan;



     (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);



49









 





     (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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	VIII.	 	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,



51









 







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;



     (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



52









 







general equitable principles (regardless whether such enforcement is considered in a
proceeding in equity or at law);



     (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



53









 







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;



     (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



54









 







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 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



55









 







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;



     (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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	IX.	 	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



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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.



     (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



60









 







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.



     (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



61









 







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.



     (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,



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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.



     (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).



     (bbb) No Mortgage Loan which is secured by property located in the State of New Jersey is a



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“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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	X.	 	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



69









 







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;



     (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



70









 







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;



     (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



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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;



     (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



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were disclosed in writing to the related Mortgagor in accordance with applicable state and
federal laws and regulations;



     (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



75









 







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;



     (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



76









 







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;



     (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.








77









 












	XI.	 	With respect to Mortgage Loans purchased under The Master Mortgage Loan
Purchase Agreement, between Greenwich Capital Financial Products, Inc. (“Greenwich”) and
Merrill Lynch Credit Corporation (“Merrill Lynch”), dated as of May 13, 1997, as amended or
modified to the date hereof (the “Master Mortgage Loan Purchase Agreement”), and the
Assignment, Assumption and Recognition Agreement, dated as of May 30, 2002, among Greenwich,
as assignor, Merrill Lynch, Redwood Trust, Inc. as assignee (“Redwood”), and Cendant
Mortgage Corporation (the “Assignment,” and together with the Master Mortgage Loan Purchase
Agreement, the “Master Purchase Agreement”).





     With respect to each Mortgage Loan, RWT Holdings, Inc., as Seller under the Pooling and
Servicing Agreement (“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 Master Purchase
Agreement.



     (i) The information set forth in the Master Mortgage Loan Purchase Agreement and the Mortgage
Loan Schedule is true and correct in all material respects, and does not omit any material fact
necessary to make the statements contained therein not misleading, 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 Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days
and the Mortgage Loan nor the Additional Collateral has not 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 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;



     (iii) To the best of RWT Holdings’ 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, the Mortgage, and the Additional Collateral 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, the Mortgage, or the Additional
Collateral 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 Holdings’ 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) All buildings upon the Mortgaged Property are 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 hazard insurance policies in an amount which is equal to the lesser of (A) the
replacement cost of the improvements securing such Mortgage Loan or (B) the principal balance owing
on such Mortgage Loan. To the best knowledge of RWT Holdings, all such hazard insurance policies
are in effect. On the date of origination, such standard hazard policies contained a standard
mortgagee clause naming RWT Holdings or the originator of the Mortgage



78









 







Loan and their respective successors in interest as mortgagee and, to the best knowledge of RWT
Holdings, such clause is till in effect and, to the best of 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. The
mortgage obligates the Mortgagor thereunder to maintain all such insurance at 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;



     (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 RWT Holdings as the originator of the Mortgage Loan and applicable
to the Mortgage Loan and the Additional Collateral 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 Holdings’
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 (except for Mortgage Loans as
to which the related land is held in a leasehold which extends at least five years beyond the
maturity date of the Mortgage Loan). 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;



     (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 related are genuine and is the legal, valid and binding
obligation of the maker thereof enforceable in accordance with its terms subject to bankruptcy,
insolvency and other laws of general application affecting the rights of creditors. 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. The Mortgage Note and the Mortgage have
been duly and properly executed by other such related parties. No fraud was committed in the
origination of the Mortgage Loan, and to the best of RWT Holdings’ knowledge of



79









 







the documents, instruments and agreements submitted for loan underwriting contain no untrue
statement of material fact or omit to state a material fact required to be stated or necessary to
make the information and statements therein not misleading. 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 improvements and as to disbursements of any escrow
funds therefor have been complied with;



     (xii) Immediately prior to the Closing Date, RWT Holdings 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 Holdings, any lien, claim or other interest arising by operation of law;



     (xiii) Each Mortgage Loan is covered by an ALTA lender’s title insurance policy or other
generally acceptable form of policy or insurance acceptable to FNMA or FHLMC, 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 RWT Holdings (subject to the exceptions contained in
paragraph (ix)(1), (2) and (3) above), its successors and assigns, as to the first priority lien of
the Mortgage in the original principal amount of the Mortgage Loan. RWT Holdings 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 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 Master Mortgage Loan Purchase Agreement. To
the best of 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;



     (xiv) There is no default, breach, violation or event of acceleration existing under the
Mortgage, the related Mortgage Note, or the Additional Collateral 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 Holdings has not waived any default, breach,
violation or event permitting acceleration;



     (xv) As of the date of origination or purchase by RWT Holdings there were no mechanics’ or
similar liens or claims which had been filed for work, labor or material (and, to the best of RWT
Holdings’ 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
unless acceptable to FNMA pursuant to the FNMA Seller’s Guide or those which are insured against by
the title insurance policy referred to in paragraph (xiii) above and to the best of RWT Holdings’
knowledge all improvements on the property comply with all applicable zoning and subdivision laws
and ordinances;



     (xvii) Each Mortgage Loan was originated by a savings and loan association, savings bank,
commercial bank, credit union, insurance company, or a similar institution which at the time of
origination was supervised by a federal or state authority or was a mortgage approved by the
Secretary of Housing and Urban Development 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 Assignor 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 Assignor 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



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mortgagee thereunder;




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



     (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 Holdings 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;



     (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)With respect to each Mortgage Loan, there is an appraisal on a FNMA-approved form (or a
narrative residential appraisal) of the related Mortgage Property signed prior to the approval of
such Mortgage Loan application by a qualified appraiser, appointed by RWT Holdings or the
originator of such Mortgage Loan, as appropriate, 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 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. With respect to any Mortgage Property which is a unit in a co-operative, RWT Holdings shall
have provided Purchaser with additional representations and warranties concerning co-operatives
which are mutually acceptable to the parties;



     (xxiv) The Mortgage Loans were selected from among the outstanding adjustable rate one-to
four-unit family mortgage loans in Merrill Lynch’s portfolio and such selection was not made in a
manner so as to affect adversely the interests of the Purchaser;



     (xxv) The Mortgage is not in default and all taxes, government assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or with respect to those Mortgage Loans with Escrow Accounts,
an escrow of funds has been established in an amount sufficient to pay for every such item which
has been assessed but is not yet due and payable. RWT Holdings has not advanced funds, or induced,
or solicited 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 of date or disbursement of the Mortgage Loan proceeds, whichever is
greater, to the day which precedes by one month the date the first installment of principal and
interest were due and payable under the Mortgage Note;



     (xvi) RWT Holdings has no knowledge of any circumstances or conditions with respect to the
Mortgage, 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,



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cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the
Mortgage Loan;



     (xvii) The Mortgagor has not notified RWT Holdings, and RWT Holdings has no knowledge of any
relief requested or allowed to the Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act;



     (xxviii) RWT Holdings has no knowledge of any toxic or hazardous substances affecting the
Mortgaged Property or any violation of any local, state, or federal environmental law, rule, or
regulation. RWT Holdings has no knowledge of any pending action or proceeding directly involving
any Mortgaged Property in which compliance with any environmental law, rule, or regulation is an
issue;



     (xxix) The origination, collection and other servicing practices used by Assignor with respect
to the Mortgage Loan have been in all material respects in compliance with Assignor’s procedures,
accepted servicing practices, applicable laws and regulations. All Mortgage Interest Rate
adjustments have been made in strict compliance with applicable state and federal law and the terms
of the related Mortgage Note;



     (xxx) With respect to those Mortgage Loans with Escrow Accounts, all Escrow Payments have been
collected in full compliance with applicable state and federal law. 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 RWT Holdings have been capitalized under the
Mortgage or the Mortgage Note. Any interest required to be paid pursuant to applicable state,
federal and local law has been properly paid and credited;



     (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; and



     (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.








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	XII.	 	Mortgage Loans Purchased under the Master Mortgage Loan Purchase Agreement dated as of
September 1, 2003 between RWT Holdings, Inc. (“RWT Holdings” or the “Seller”) and Merrill
Lynch Bank & Trust Co. (“Merrill Lynch B&T”) (as amended or modified to the date hereof).





     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 Master
Purchase Agreement.




     (i) The information set forth in the Mortgage Loan Schedule is true 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) As of the Closing Date, the Mortgage Loan is not delinquent in payment more than
30 days and the Mortgage Loan has not been dishonored; there are no material defaults under
the terms of the Mortgage Loan; 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;




     (iii) To the best of the Seller’s knowledge, with respect to those Mortgage Loans as to
which the Mortgagors are required to deposit funds into an escrow account for payment of
taxes, assessments, insurance premiums and similar items as they become due, there are no
delinquent taxes, ground rents, water charges, sewer rents, assessments or other outstanding
charges which constitute a lien on the related Mortgaged Property, and all escrow deposits
have been collected, are under the control of the Servicer, and have been applied to the
payment of such items in a timely fashion, in accordance with such Mortgage. No escrow
deposits or escrow payments or other charges or payments due the Servicer have been
capitalized under the related Mortgage or Mortgage Note. With respect to those Mortgage
Loans for which escrow deposits are not required, to the best of the Seller’s 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 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 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) 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 the
best of the Seller’s knowledge, no such right of rescission, 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 hazard insurance policies in an amount
which is equal to the lesser of (A) the



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replacement cost of the improvements securing such Mortgage Loan or (B) the principal
balance owing on such Mortgage Loan. To the best knowledge of the Seller, all such standard
hazard policies are in effect. On the date of origination, such standard hazard policies
contained a standard mortgagee clause naming the Seller or the originator of the Mortgage
Loan and their respective successors in interest as mortgagee and, to the best knowledge of
the Seller, such clause is still in effect and, to the best of the Seller’s 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 thereunder to maintain all such insurance at 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;




     (vii) To the best of the Seller’s knowledge, 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 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 the Seller’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 of 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 (i), 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



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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 Co-op Loan, the
security instruments create a valid, enforceable and subsisting first priority security
interest in the Co-op Lease and Co-op Stock securing the related Mortgage Note subject to
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 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 Co-op Loan may be subordinated
or otherwise subject to the lien of a Mortgage on the cooperative building;




     (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 related Mortgage are genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in accordance with its terms
subject to bankruptcy, insolvency and other laws of general application affecting the rights
of creditors. 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 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;




     (xii) Seller has good title to, and the 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 the Seller, any lien, claim or other interest
arising by operation of law;




     (xiii) To the best of the Seller’s knowledge, each Mortgage Loan is covered by an ALTA
lender’s title insurance policy or other generally acceptable form of policy or insurance
acceptable to FNMA or FHLMC, 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 (subject to the exceptions contained in paragraph (ix)(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. To the best of the Seller’s knowledge, 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
Master Purchase Agreement. To the best of the Seller’s 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;




     (xiv) To the best of the Seller’s knowledge, 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
has not waived any default, breach, violation or event permitting acceleration;




     (xv) 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 (and, to the best of the Seller’s
knowledge,



85









 







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) To the best of the Seller’s knowledge, 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) To the best of the Seller’s knowledge, each Mortgage Loan was originated by the
Seller or by a savings association, a savings bank, a commercial bank or similar banking
institution that is supervised and examined by a Federal or state banking authority, a
mortgagee approved by the Secretary of HUD pursuant to Section 203 and 211 of the National
Housing Act, or a FNMA- or FHLMC-approved seller. To the best of the Seller’s knowledge,
each Mortgage Loan was underwritten generally in accordance with the Underwriting Standards
as in effect at the time of origination. To the best of the Seller’s knowledge, the Mortgage
contains the usual and customary provision of the 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 at origination or acquisition was and, to the best of
the Seller’s knowledge, currently is free of material damage and waste and at origination
there was, and to the best of the Seller’s knowledge there currently is, no proceeding
pending for the total or partial condemnation thereof;




     (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. The Seller 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;




     (xx) To the best of the Seller’s knowledge, 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) With respect to each Mortgage Loan, there is either (i) an automated property
valuation report or (ii) an appraisal on a FNMA-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 and that was signed prior
to the approval of such Mortgage Loan application by a qualified appraiser, appointed by the
Seller 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;




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



86









 






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




     (xxiv) No Mortgage Loan provides for negative amortization;




     (xxv) No Mortgage Loan had an original term in excess of thirty (30) years;




     (xxvi) [RESERVED];




     (xxvii) Each Mortgage Loan is a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code (without regard to Treasury Regulations Section 1.860G-2(f) or any
similar rule that provides that a defective obligation is a qualified mortgage for a
temporary period);




     (xxviii) No Mortgage Loan provides for interest other than at either (x) a single fixed
rate in effect throughout the term of the Mortgage Loan or (y) a single “variable rate”
(within the meaning of Treasury Regulations Section 1.860G-1(a)(3)) in effect throughout the
term of the Mortgage Loan;




     (xxix) No Mortgage Loan is the subject of pending or final foreclosure proceedings;




     (xxx) Based on delinquencies in payment on the Mortgage Loans, the Seller would not
initiate foreclosure proceedings with respect to any of the Mortgage Loans prior to the next
scheduled payment date on such Mortgage Loan;




     (xxxi) Each Mortgage Note is comprised of one original promissory note and each such
promissory note constitutes an “instrument” for purposes of section 9-102(a)(65) of the UCC;




     (xxxii) No Mortgage Loan is covered by the Home Ownership 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. 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;




     (xxxiii) 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;




     (xxxiv) No Mortgage Loans are covered by the Georgia Fair Lending Act (GAFLA), which
became effective October 1, 2002;




     (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;




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




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



87









 






     (xxxviii) 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).








88









 












	XIII.	 	Mortgage Loans purchased under the Master Mortgage Loan Purchase
Agreement, dated as of June 1, 2005, between RWT Holdings, Inc., as
Purchaser and Merrill Lynch Credit Corporation, as the 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 the Mortgage Loan has not 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; 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;




     (iii) To the best of the Seller’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 the Seller’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 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



89









 







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 the Seller’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. 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.




     (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 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 the Seller’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 (except for Mortgage
Loans as to which the related land is held in a leasehold which extends at least five years
beyond the maturity date of the Mortgage Loan). 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;




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



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     (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 the Seller 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 the Seller, 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 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
Seller, its successor and assigns, are the sole insurereds 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 Seller’s knowledge 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.




     (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 has not waived any default, breach,
violation or event permitting acceleration;



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     (xv) As of the date of origination or purchase or the Mortgage Loans by the Seller
there were no mechanics’ or similar liens or claims which had been filed for work, labor or
material (and, to the best of the Seller’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 Seller, and at the time of each such origination the 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 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 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 Seller’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. The Seller 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;




     (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 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;



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




     (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 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 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, 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) 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.




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




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




     (xxx) 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.




     (xxxi) 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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	XIV.	 	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



94









 







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;




     (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



95









 







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;




     (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



96









 







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;




     (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;



97









 






     (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



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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;




     (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; and




     (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.



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	XV.	 	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



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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;



     (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



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foregoing. The lien of the Mortgage is 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 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;



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     (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



103









 







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;



     (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;



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     (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



105









 







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;



     (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



106









 







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;



     (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



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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);



     (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



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“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act, which became
effective January 1, 2004;




     (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.




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	XVI.	 	With respect to Mortgage Loans purchased under the Seller’s Purchase,
Warranties and Interim Servicing Agreement, dated as of December 1, 2004, between CTX
Mortgage Company LLC (“CTX”) 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, CTX 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 the
mortgaged 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 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 therefore 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 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 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 has the full right to sell and assign the same to
Assignee;




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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 has taken all action necessary to transfer such rights of
enforceability to the Assignee. 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
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;
	 
	 	l)	 	RWT is the sole owner of record and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note, and upon recordation the Assignee 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 Assignee, 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
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. 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-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 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-RWT 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 RWT, has done, by act or
omission, anything which would impair the coverage of such lender’s title insurance policy;




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	 	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 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;
	 
	 	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




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	 	 	 	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 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 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




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	 	 	 	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 of
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;
	 
	 	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;
	 
	 	jj)	 	The Mortgagor has not notified RWT requesting relief under the Servicemembers’ Civil
Relief Act, formerly known as the Soldiers’ and Sailors’ Civil Relief Act of 1940, and RWT
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. Any trade-in or exchange of a Mortgaged Property was complete as of the related
Closing Date;
	 
	 	ll)	 	No action has been taken or failed to be taken by RWT 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




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	 	 	 	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, 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)	 	Each Mortgage Loan that is secured by a leasehold interest conforms to the FNMA
requirements for mortgage loans secured by leasehold estates;
	 
	 	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-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;
	 
	 	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 Mortgagor;
	 
	 	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 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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	 	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, 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 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)	 	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 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




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	 	 	 	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;
	 
	 	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.





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	XVII.	 	With respect to Mortgage Loans purchased under the Mortgage Loan Flow
Purchase and Sale Agreement, dated as of May 1, 2004, between GMAC and E*Trade Mortgage
Corporation (the “GMAC-E*Trade 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-E*Trade 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
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;



     (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 real estate 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



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defense, including the defense of usury, and 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 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 and shall be paid in accordance with
policy requirements. 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
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 GMAC-E*Trade Agreement. No claims have been
made under such lender’s title insurance policy, and the Seller has not 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, 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) 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 H. The Mortgage Notes
and Mortgages are on forms acceptable to Fannie Mae or Freddie Mac, enforceable to the extent
permitted by law;



     (xvii) The Mortgage Loan contains the usual provisions enforceable to the extent permitted by
law, 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 currently is free
of damage and waste and at origination of the Mortgage Loan there was, and 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 Servicing 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



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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;



     (xxiii) There do 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;



     (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 used by the Seller and the Interim
Servicer, if applicable, 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) 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;



     (xxxi) No Mortgage Loan is covered by the Home Ownership and Equity Protection Act of 1994
(“HOEPA”), 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



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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;



     (xxxii) 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;



     (xxxiii) 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;



     (xxxiv) 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;



     (xxxvi) Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for
purchase requirements of Fannie Mae’s Selling Guide;



     (xxxvii) The 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 Seller 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;



     (xxxviii) 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 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 loan’s origination, the Mortgagor was offered the option of
obtaining a mortgage loan that did not require payment of such a premium, and (iii) the prepayment
premium is disclosed to the Mortgagor in the loan documents pursuant to applicable state and
federal law;



     (xxxix) 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



123









 





November 27, 2003;




     (xl) 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;



     (xli) 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;



     (xlii) 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;



     (xliii) 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.);



     (xliv) 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;



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



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



     (xlvii) 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



     (xlviii) 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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	XVIII.	 	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



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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;



     (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



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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 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



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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 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



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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 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;



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     (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;



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     (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.








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	XIX.	 	With respect to Mortgage Loans purchased under the Seller’s Purchase,
Warranties and Interim Servicing Agreement, dated as of December 1, 2004, between GMAC and
Quicken Loans Inc. (the “GMAC-Quicken 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-Quicken 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 the
Mortgaged 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 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 for
more than thirty (30) days 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 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 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 a valid, subsisting, enforceable
and perfected first lien and first priority security interest and on the property described
therein, and RWT 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 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, 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)	 	RWT 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 for the benefit of 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
other than in connection with a security interest granted to a warehouse lender, which
security interest, pursuant to the applicable agreement between such warehouse lender and
the Company, shall terminate automatically upon the sale of the Mortgage Loan to the
Purchaser; and RWT 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-Quicken 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 intends to relinquish, as of the applicable Closing Date, 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-Quicken 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-Quicken Agreement and
the related Commitment Letter. No claims have been made




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	 	 	 	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;
	 
	 	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 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 that are eligible for sale to Fannie Mae and/or
Freddie Mac, which loans utilize 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 (or is otherwise exempt under applicable law from licensing or qualification);
	 
	 	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 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 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




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	 	 	 	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 of
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;
	 
	 	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 date of each Mortgage Note and, to the best of RWT’s knowledge, 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;
	 
	 	jj)	 	The Mortgagor has not notified RWT requesting relief under the Servicemembers’ Civil
Relief Act, formerly known as the Soldiers’ and Sailors’ Civil Relief Act of 1940, and RWT
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;




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	 	ll)	 	No action has been taken or failed to be taken by RWT 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, 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)	 	Each Mortgage Loan that is secured by a leasehold interest conforms to the FNMA
requirements for mortgage loans secured by leasehold estates;
	 
	 	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-Quicken 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, or have been sent for recording in accordance with Section 2.07;
	 
	 	ss)	 	All information supplied by, on behalf of, or concerning the Mortgagor is true,
accurate and complete in all material respects 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 Mortgagor;
	 
	 	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;




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	 	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, 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 by MERS;
	 
	 	ddd)	 	None of the Mortgaged Properties are manufactured housing;
	 
	 	eee)	 	With respect to each Mortgage Loan, RWT 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)	 	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 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;




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	 	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;
	 
	 	mmm)	 	Each Imaged Document represents a true, complete, and correct copy of the Original
Document in all respects, including, but not limited to, all signatures conforming with
signatures contained in the Original Document, no information having been added or deleted,
and no Imaged Document having been manipulated or altered in any manner. Each Imaged
Document is clear and legible, including, but not limited to, accurate reproductions of
photographs. No Original Documents have been or will be altered in any manner;
	 
	 	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)	 	 All documents in the Servicing File signed electronically have been executed by the
Mortgagor and relevant parties in compliance with the federal Electronic Signatures in
Global and National Commerce Act and, if applicable, the Uniform Electronic Transactions
Act adopted by the state in which the electronic records relating to such document or
disclosure is initiated, and in compliance with any other similar and applicable federal,
state, or local law;
	 
	 	ppp)	 	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.);
	 
	 	qqq)	 	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
	 
	 	rrr)	 	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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	XX.	 	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



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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;



     (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



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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 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



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Loan is a Convertible Mortgage Loan;




     (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



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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) 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;



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     (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.








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	XXI.	 	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




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	 	 	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;




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	(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;




150









 






	 	 	 	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 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




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	 	 	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;
	 
	(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.




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	 	 	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;
	 
	(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




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	 	 	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;
	 
	(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




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	 	 	Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;
	 
	(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




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	 	 	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;
	 
	(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




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	 	(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




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	 	 	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;
	 
	(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




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	 	 	 	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;
	 
	 	(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.




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	 	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
	 
	(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




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	 	(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.






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	XXII.	 	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



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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.



          (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




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the Mortgagor, and there is no obligation for the Mortgagee to advance additional funds thereunder.




          (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,



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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;



          (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,



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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;




          (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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	XXIII.	 	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 25, 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



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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;



     (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



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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 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



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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;



     (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



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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.



     (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



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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 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



174









 





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 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.








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	XXIV.	 	Seller’s Purchase, Warranties and Interim Servicing Agreement, dated as of
June 1, 2006, between Redwood Mortgage Funding, Inc. (“RMF”) and Arlington Capital Mortgage
Corp. (“Arlington Capital”) and an Assignment dated May 25, 2007, between RMF and RWT
Holdings, as modified by the related Acknowledgements (the “RWT-Arlington 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-Arlington 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




177









 







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;




     (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



178









 







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-Arlington 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-Arlington 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 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-Arlington 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;



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     (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;




     (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




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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. 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;



     (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



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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;



     (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;



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     (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);



     (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-Arlington 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



               (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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	XXV.	 	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 25, 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;



     (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;



2









 





     (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)



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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. 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;



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     (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) 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



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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) 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;



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     (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;



     (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;



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     (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;



     (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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