Common use of Certification of Release Clause in Contracts

Certification of Release. The Seller named below hereby certifies to [Purchaser] that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Purchaser, the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE On this ____ day of _______________, 200_, [ - ] (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Certification of Release. The Seller named below hereby certifies to [Purchaser] DB Structured Products, Inc. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to PurchaserDB Structured Products, Inc., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) GREENPOINT MORTGAGE FUNDING, INC. Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this _______ day of _______________, 200_, [ - ] GREENPOINT MORTGAGE FUNDING, INC. (the “Seller”) ), as the Seller under that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of _________________, 200__ (the “Agreement”) ), does hereby sell, transfer, assign, set over and convey to ______________ DB Structured Products, Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached heretohereto as Schedule One, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered or shall deliver to the Custodian the documents Mortgage Loan Documents for each Mortgage Loan to be purchased and such other documents as set forth in the Agreement. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement and in the Commitment Letter, dated ________ __, 200_, are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates Certificate and all Attachments attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] GREENPOINT MORTGAGE FUNDING, INC. (Seller) By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Certification of Release. The Seller named below hereby certifies to [Purchaser] Greenwich Capital Financial Products, Inc. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to PurchaserGreenwich Capital Financial Products, Inc., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this _______ day of _______________, 200_, [ - ] XXXXXX SAVINGS AND LOAN ASSOCIATION, F.A. (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ December 31, 2005 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ Greenwich Capital Financial Products, Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related servicing rights thereto, the Mortgage Files and all rights and obligations arising under the documents contained therein, therein including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s 's possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations representation and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct with respect to the Seller and the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof, and that the Mortgage Loan characteristics identified on the attached Schedule are true and correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) XXXXXX SAVINGS AND LOAN ASSOCIATION, F.A. Seller By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Certification of Release. The Seller Company named below hereby certifies to [Purchaser] Purchaser that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Purchaser, the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) COUNTRYWIDE HOME LOANS, INC. Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this ____ day of _______________, 200_, [ - ] Countrywide Home Loans, Inc. (the “SellerCountrywide”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ March 1, 2004 (the “Agreement”), by and among Countrywide, Countrywide Home Loans Servicing LP (the “Servicer”) and DLJ Mortgage Capital, Inc. (the “Purchaser”) does hereby sell, transfer, assign, set over and convey to ______________ as the Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of Countrywide (excluding the Seller right to service the Mortgage Loans) in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller Countrywide has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreementtherein. The contents of each related Servicing File required to be retained by the Seller Servicer to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller servicer, for the benefit of the Purchaser as the owner thereof. The SellerServicer’s possession of any portion of each such the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Countrywide or the Seller Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller Servicer at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) COUNTRYWIDE HOME LOANS, INC. By: Name: Title: ACKNOWLEDGED AND AGREED: COUNTRYWIDE HOME LOANS SERVICING LP By: Countrywide GP, Inc., its general partner. By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following itemsitems as required by the applicable Mortgage Loan documentation style, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:Custodian pursuant to Subsection 6.03 of the Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among Countrywide Home Loans, Inc., Countrywide Home Loans Servicing LP and DLJ Mortgage Capital, Inc. Capitalized terms shall have the respective meanings ascribed thereto in the Agreement.

Certification of Release. The Seller named below hereby certifies to [Purchaser] Greenwich Capital Financial Products, Inc. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to PurchaserGreenwich Capital Financial Products, Inc., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) XXXXXX SAVINGS AND LOAN ASSOCIATION, F.A. By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this _______ day of _______________, 200_2004, [ - ] XXXXXX SAVINGS AND LOAN ASSOCIATION, F.A. (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ September 1, 2004 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ Greenwich Capital Financial Products, Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related servicing rights thereto, Mortgage Files and all rights and obligations arising under the documents contained therein, therein including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations representation and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct with respect to the Seller and the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof, and that the Mortgage Loan characteristics identified on the attached Schedule are true and correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) XXXXXX SAVINGS AND LOAN ASSOCIATION, F.A., Seller By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Certification of Release. The Seller named below hereby certifies to [Purchaser] DB Structured Products, Inc. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to PurchaserDB Structured Products, Inc., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) INDYMAC BANK, F.S.B. Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this _______ day of _______________, 200_, [ - ] INDYMAC BANK, F.S.B. (the “Seller”) ), as the Seller under that certain Second Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ June 1, 2005, as amended and restated to and including July 1, 2005 (the “Agreement”) ), does hereby sell, transfer, assign, set over and convey to ______________ DB Structured Products, Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller (other than the servicing rights) in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached heretohereto as Schedule One, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered or shall deliver to the Custodian the documents Mortgage Loan Documents for each Mortgage Loan to be purchased and such other documents as set forth in the Agreement. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement and in the Commitment Letter, dated ________ __, 200_, are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates Certificate and all Attachments attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] INDYMAC BANK, F.S.B. (Seller) By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Certification of Release. The Seller named below hereby certifies to [Purchaser] Greenwich Capital Financial Products, Inc. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to PurchaserGreenwich Capital Financial Products, Inc., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this _______ day of _______________, 200_, [ - ] XXXXXX SAVINGS AND LOAN ASSOCIATION, F.A. (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ December 1, 2005 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ Greenwich Capital Financial Products, Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, therein including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s 's possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations representation and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct with respect to the Seller and the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof, and that the Mortgage Loan characteristics identified on the attached Schedule are true and correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) XXXXXX SAVINGS AND LOAN ASSOCIATION, F.A. Seller By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Certification of Release. The Seller named below hereby certifies to [PurchaserDB Structured Products, Inc.] [Aspen Funding Corp.][Newport Funding Corp.] that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Purchaser[DB Structured Products, Inc.] [Aspen Funding Corp.][Newport Funding Corp.], the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE On this ____ day of NYMC LOAN CORPORATION, as Seller By:_________________________________Name:_______________, 200_, [ - ] (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of _______________ (the “Agreement”) does hereby sell, transfer, assign, set over and convey to Title:________________________________ as Purchaser EXHIBIT TO SECURITY RELEASE CERTIFICATION [List of Mortgage Loans] EXHIBIT F LITIGATION Xxxxx v. The New York Mortgage Company, LLC, No.: 05-C-4774 (United States District Court for the Northern District of Illinois). Plaintiff has filed this purported class action against NYMC alleging violations of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”). Plaintiff asserts that an NYMC mailing sent to him offering an FHA streamline refinance loan violated FCRA in two respects. First, plaintiff contends that the mailing failed to constitute a “firm offer of credit” under section 1681b of FCRA because it did not contain specific terms. Second, plaintiff asserts that the mailing did not contain the “clear and conspicuous” disclosures mandated by section 1681m of FCRA regarding a consumer’s ability to prohibit the use of credit information in a transaction not initiated by the consumer. NYMC has moved to dismiss plaintiff’s Complaint on the ground that there is no longer a private right of action under section 1681m of FCRA that requires “clear and conspicuous” disclosures. As to the section 1681b claim that NYMC’s offer was not a “firm offer of credit,” given the specialized type of loan product involved, New York Mortgage asserts that the offer letter was sufficiently detailed for purposes of FCRA. NYMC has retained the Washington, DC law firm of Weiner Xxxxxxx Xxxxxx Xxxxx PC, experts in the areas of regulatory compliance and consumer class action defense, to handle this litigation. The motion to dismiss has been fully briefed and is currently pending before the Court. Because this case is still in its early stages, we are unable to predict the outcome of the lawsuit or estimate the potential financial exposure to NYMC, if any. It is not possible for the Guarantor to determine with certainty whether the legal proceedings listed below are or will be material to NYMC, the Seller, the Guarantor or its Subsidiaries. By disclosing these legal proceedings on this Schedule, the Guarantor does not intend to imply, and is not admitting, that the legal proceedings are in fact material legal proceedings within the meaning of Item 103 of Regulation S-K under the Agreement, without recourse, but subject to the terms federal securities laws or SEC Staff Accounting Release 99. EXHIBIT G THIRD PARTY GUIDELINES INVESTOR GUIDELINE LINKS PRIME Agency (FNMA/FHLMC) xxxx://xxx.xxxxxxx.xxx/ Chase Correspondent (03): xxxx://xxx.xxxxxx0x.xxx/content/portal/body/Correspondent/OnLineGuidesFrame.html Ohio Savings (04) xxxxx://xxx0.xxxxxxxxxxxx.xxx/MtgMktg/products/matrix/group/ohio_matrix.pdf Xxxxxxxxx (05) xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/PDFs/SELLERS%20GUIDE%20October%202005.pdf Citimortgage (10) xxxxx://xxxxxxxxxxxxx.xxxxxxxxxxxx.xxx/Correspondent/XxxXxxxxx.xx Aurora (11) xxxxx://xxx.xxxxxxxxxx.xxx/Conduit/UI/SSL/SellersGuide/TOC.aspx Xxxxx Fargo (12) xxxxx://xxxxx.xxxxxxxxxx.xxx/ildocs/guidelines/lendersalliance/index.jsp Astoria Federal (15) xxxxx://xxx.xxxxxxxxxxxxxxx.xxx/policies_procedures/index.jsp Countrywide (33) xxxxx://xxx.xxxxxxxxxxx.xxx/cld/ Indymac (43) xxxxx://xxx-x-xxxx.xxxxxxxx0x.xxx/eMITS/Frames.asp CSFB (49) xxxxx://xxx.xxxxxxxxxxx.xxx/UWGuidelines.asp Bayview Financial (51) - mixed use/mult-family xxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/client_learning.jsp FHA xxxx://xxx.xxx.xxx Connecticut Bond - CHFA xxxx://xxx.xxxx.xxx Delaware Bond - DSHA xxxx://xxx0.xxxxx.xx.xx/dsha/research_frame.htm Xxx Xxxxxxxxx Xxxx - XXXXX xxxx://xxx.xxxxx.xxx/ Pennsylvania Bond - PHFA xxxx://xxx.xxxx.xxx/ Rhode Island Bond xxxx://xxx.xxxxxxxxx.xxx/ SUB-PRIME Countrywide Sub-prime (S-1) xxxxx://xxx.xxxxxxxxxxx.xxx/cld/ New Century (S-4) xxxxx://xxx.xxxxxxxxxx.xxx/sellersGuide/index.jsp WMC (S-5) xxxxx://xxx.xxxxxxxxx.xxx/xxxxxxx.xxx Deutsche Bank (S-6) xxxxx://xxx.xx.xxx/pages/corrlend/home.html Impac Sub-prime (S-9) xxxx://xxx.xxxxxxxxxxxxxxxx.xxx/SellerGuide2003/sellersguide.asp Novastar (S-11) xxxx://xxx.xxxxxxxxxx.xxx/manuals/netbranch_manuals.asp Option One (S-12) xxxx://xxxx.xxx/acquisitions/acquisitions_uwpolicies.asp Decision One (S-13) xxxxx://xxx.x0xxxxxx.xxx/content/d1_corr_guidelines.pdf ALT-A BULK INVESTORS Impac (9) Citigroup (10A) Nomura (16) Indymac (43) Bear Xxxxxxx (44) Wintergroup (45) UBS Warburg (46) Greenwich Capital (47) CSFB (49) Countrywide Securities (52) US Bank (54) Greenpoint Correspondent (55) Xxxxxx Brothers Sec (56) RFC (58) WAMU Securities (59) Xxxxxxx Xxxxx (60) Xxxxxxx Xxxxx (62) Xxxxxx Xxxxxxx (63) WMC (S-5) Deutsche Bank (S-6) Option One (S-12) Xxxxx Fargo Sub-prime (12SP) BB&T FNMA XX Xxxxxx Opteum Funding Xxxxx Xxxxxx Wachovia Bank of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:America Sovereign Securities CDC C-Bass

Certification of Release. The Seller Company named below hereby certifies to [PurchaserPURCHASER] that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Purchaser[PURCHASER], the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (SellerCompany) By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE L ASSIGNMENT AND CONVEYANCE On this _____________ day of _______________, 200_20[ ], [ - ] National City Mortgage Co. (the “SellerCompany”) as the Seller Company under that certain Fourth Amended and Restated Master Mortgage Loan Purchase Seller’s Warranties and Interim Servicing Agreement, dated as of ______________ July 1, 2006 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ Xxxxxx Xxxxxxx Mortgage Capital Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller Company in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached heretohereto as Exhibit A (the “Mortgage Loans”), together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreement was underwritten in accordance with, including without limitation and conforms to, the right to any Prepayment Charges payable with respect thereto. Underwriting Guidelines attached hereto as Exhibit B. Pursuant to Subsection 6.03 Section 2.04 of the Agreement, the Seller Company has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The contents of each related Servicing File required to be retained by the Seller Company to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller Company for the benefit of the Purchaser as the owner thereof. The SellerCompany’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller Company shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Company shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller Company at the will of the Purchaser in such custodial capacity only. The Seller Company confirms to the Purchaser that the representations representation and warranties set forth in Subsections 7.01 Sections 3.01 and 7.02 3.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the SellerCompany’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof. , and with respect to this Mortgage Loan Package, the Company makes the following additional representations and warranties to the Purchaser, which additional representations and warranties are hereby incorporated into Section 3.02 of the Agreement: LOAN TYPE: [FIXED RATE] [ADJUSTABLE RATE] Number of Mortgage Loans: _________________________ Original Principal Balance: $________________________ Stated Principal Balance: $________________________ Weighted Average Mortgage Interest Rate: _____% Weighted Average Servicing Fee Rate: _____% Weighted Average Mortgage Loan Remittance Rate: _____% Weighted Average LTV: _____% Weighted Average Remaining Months to Maturity: _______ months For Adjustable Rate Mortgage Loans: Type: _______ Index: _______ Weighted Average Gross Margin: _______% Weighted Average Months to Next Adjustment Date: _______ months Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:.

Certification of Release. The Seller Company named below hereby certifies to [Purchaser] Purchaser that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Purchaser, the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) COUNTRYWIDE HOME LOANS, INC. Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this ____ day of _______________, 200_200 , [ - ] Countrywide Home Loans, Inc. (the “SellerCountrywide”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ March 1, 2004 (the “Agreement”), by and among Countrywide, Countrywide Home Loans Servicing LP (the “Servicer”) and DLJ Mortgage Capital, Inc. (the “Purchaser”) does hereby sell, transfer, assign, set over and convey to ______________ as the Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of Countrywide (excluding the Seller right to service the Mortgage Loans) in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller Countrywide has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreementtherein. The contents of each related Servicing File required to be retained by the Seller Servicer to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller servicer, for the benefit of the Purchaser as the owner thereof. The SellerServicer’s possession of any portion of each such the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Countrywide or the Seller Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller Servicer at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) COUNTRYWIDE HOME LOANS, INC. By: Name: Title: ACKNOWLEDGED AND AGREED: COUNTRYWIDE HOME LOANS SERVICING LP By: Countrywide GP, Inc., its general partner. By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following itemsitems as required by the applicable Mortgage Loan documentation style, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:Custodian pursuant to Subsection 6.03 of the Mortgage Loan Purchase and Servicing Agreement, dated as of March 1, 2004 (the “Agreement”), by and among Countrywide Home Loans, Inc., Countrywide Home Loans Servicing LP and DLJ Mortgage Capital, Inc. Capitalized terms shall have the respective meanings ascribed thereto in the Agreement.

Certification of Release. The Seller Company named below hereby certifies to [Purchaser] Citigroup Global Markets Realty Corp. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to PurchaserCitigroup Global Markets Realty Corp., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) Company By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE L ASSIGNMENT AND CONVEYANCE On this _______________________ day of _______________, 200_, [ - ] (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ________, 200______ , National City Mortgage Co. (“Company”) as the Company under that certain Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ Citigroup Global Markets Realty Corp. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller Company in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 Section 2.04 of the Agreement, the Seller Company has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The contents of each related Servicing File required to be retained by the Seller Company to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller Company for the benefit of the Purchaser as the owner thereof. The SellerCompany’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller Company shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Company shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller Company at the will of the Purchaser in such custodial capacity only. The Seller Company confirms to the Purchaser that the representations representation and warranties set forth in Subsections 7.01 Sections 3.01 and 7.02 3.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the SellerCompany’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof. , and with respect to this Mortgage Loan Package, the Company makes the following additional representations and warranties to the Purchaser, which additional representations and warranties are hereby incorporated into Section 3.02 of the Agreement: LOAN TYPE: [FIXED RATE][ADJUSTABLE RATE] Number of Mortgage Loans: _________________________ Original Principal Balance: $________________________ Stated Principal Balance: $________________________ Weighted Average Mortgage Interest Rate: _____% Weighted Average Servicing Fee Rate: _____% Weighted Average Mortgage Loan Remittance Rate: _____% Weighted Average LTV: _____% Weighted Average Remaining Months to Maturity: _______ months For Adjustable Rate Mortgage Loans: Type: _______ Index: _______ Weighted Average Gross Margin: _______% Weighted Average Months to Next Adjustment Date: _______ months Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] NATIONAL CITY MORTGAGE CO. (SellerCompany) By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Certification of Release. The Seller named below hereby certifies to [UBS Real Estate Securities Inc. (the “Purchaser] ”) that, as of the Date date and Time time of Sale sale of the above mentioned Mortgage Loans identified on Exhibit A attached hereto to the Purchaser, the security interests in the Mortgage Loans released by the above named corporation ___________________ comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE On this ____ day of _______________, 200_, [ - ] (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ___________________ Seller By: _____________________________________ Name: Title: Exhibit A to Release of Security Interest Loans EXHIBIT 4 ASSIGNMENT AND CONVEYANCE On this ___ day of ______2005, American Home Mortgage Corp. (“Seller”)as the Seller under that certain Master Loan Purchase and Servicing Agreement, dated as of December 1, 2005 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ UBS Real Estate Securities Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Loan Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection Section 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The contents of each related Servicing File required to be retained by American Home Mortgage Servicing, Inc. (the Seller “Servicer”) to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller Servicer for the benefit of the Purchaser as the owner thereof. The SellerServicer’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage Loan File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller Servicer at the will of the Purchaser in such custodial capacity only. The Each of the Seller and the Servicer Seller confirms to the Purchaser that the representations representation and warranties of the Seller and the Servicer set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates of the Seller and the Servicer and all Attachments attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein , and not otherwise defined shall have with respect to this Loan Package, the meanings set forth in Seller makes the following additional representations and warranties, to the Purchaser, which representations and warranties are hereby incorporated into Section 7.02 of the Agreement. [ - : CHARACTERISTICS OF LOAN POOL LOAN TYPE: [FIXED RATE]/[ADJUSTABLE RATE] (Seller) ByCut-off Date ________________________ Number of Loans: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:________________________

Certification of Release. The Seller named below hereby certifies to [Purchaser] Purchaser that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Purchaser, the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) COUNTRYWIDE HOME LOANS, INC. Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this ____ day of _______________, 200_, [ - ] Countrywide Home Loans, Inc. (the “Seller”"Countrywide") as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ November 1, 2005, (the “"Agreement”") does hereby sell, transfer, assign, set over and convey to ______________ Washington Mutual Mortgage Securities Corp., as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of Countrywide (excluding the Seller right to service the Mortgage Loans) in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller Countrywide has delivered to the Custodian Purchaser the documents for each Mortgage Loan to be purchased as set forth in the Agreement. The contents of each related Servicing File required to be retained by the Seller Countrywide to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller Countrywide for the benefit of the Purchaser as the owner thereof. The Seller’s Countrywide's possession of any portion of each such the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller Countrywide shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller Countrywide shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller Countrywide at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) COUNTRYWIDE HOME LOANS, INC. By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following itemsMortgage Loan Documents, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the CustodianPurchaser pursuant to the Agreement:

Certification of Release. The Seller named below hereby certifies to [Purchaser] Redwood Trust, Inc. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to PurchaserRedwood Trust, Inc., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. [ - ] (Seller) Seller By: Name: Title: EXHIBIT 4 FORM OF WARRANTY XXXX OF SALE ASSIGNMENT AND CONVEYANCE On this ____ day of _______________, 200_, [ - ] FIRST REPUBLIC BANK (the “Seller”) as the Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of ______________ July 1, 2006 (the “Agreement”) does hereby sell, transfer, assign, set over and convey to ______________ Redwood Trust, Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the portion of the Final Mortgage Loan Schedule attached hereto, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, including without limitation the right to any Prepayment Charges payable with respect thereto. Pursuant to Subsection 6.03 of the Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Agreementpurchased. The contents of each related Servicing File required to be retained by the Seller to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Seller for the benefit of the Purchaser as the owner thereof. The Seller’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in such custodial capacity only. The Seller confirms to the Purchaser that the representations representation and warranties set forth in Subsections 7.01 and 7.02 of the Agreement are true and correct with respect to the Seller and the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as of the date hereof, and that all statements made in the Seller’s Officer’s Certificates and all Attachments thereto remain complete, true and correct in all respects as of the date hereof, and that the Mortgage Loan characteristics identified on the attached Schedule are true and correct as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. [ - ] (Seller) FIRST REPUBLIC BANK Seller By: Name: Title: EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian: