ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT

EXHIBIT 10.18

EXECUTION COPY

This is an Assignment of Representations and Warranties Agreement (the “Agreement”) made as of the 27th day of September, 2011, among Redwood Residential Acquisition Corporation, a Delaware corporation (“Assignor”), Sequoia Residential Funding, Inc., a Delaware corporation (“Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (in such capacity, the “Trustee” or the “Assignee”) under a Pooling and Servicing Agreement dated as of September 1, 2011 (the “Pooling and Servicing Agreement”), and Sterling Savings Bank, a Washington corporation (“Sterling”).

In consideration of the mutual promises contained herein, the parties hereto agree that the mortgage loans (the “Mortgage Loans”) listed on Attachment 1 annexed hereto (the “Mortgage Loan Schedule”) are subject to the terms of the Flow Mortgage Loan Purchase and Sale Agreement dated as of March 1, 2011, between Assignor and Sterling (the “Purchase Agreement”) as modified or supplemented by this Agreement. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. Assignor will sell the Mortgage Loans to Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement dated the date hereof, and Depositor will sell the Mortgage Loans to Assignee pursuant to the Pooling and Servicing Agreement.

Assignment

1. Assignor hereby grants, transfers and assigns to Depositor all of its right, title and interest in, to and under the representations and warranties made by Sterling pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Depositor hereby accepts such assignment from Assignor.

2. Depositor hereby grants, transfers and assigns to Assignee all of its right, title and interest in, to and under the representations and warranties made by Sterling pursuant to the Purchase Agreement to the extent relating to the Mortgage Loans, and Assignee hereby accepts such assignment from Depositor.

3. Sterling hereby acknowledges the foregoing assignments.

Representations and Warranties

4. Assignor warrants and represents to, and covenants with, Depositor, Assignee and Sterling as of the date hereof that:

(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b) Assignor is the lawful owner of its interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear from any and all claims and encumbrances whatsoever, and upon the transfer of such interests and rights to Assignee as contemplated herein, Assignee shall have good title to all of Assignee's interests and rights under the Purchase Agreement to the extent of the Mortgage Loans, free and clear of all liens, claims and encumbrances;

(d) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to enter into and perform its obligations under the Purchase Agreement;

(e) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

(f) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Agreement, or the consummation by it of the transactions contemplated hereby.

5. Depositor warrants and represents to, and covenants with, Assignor, Assignee and Sterling that as of the date hereof:

(a) Depositor is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Depositor has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Depositor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Depositor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Depositor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor or its property is subject. The execution, delivery and performance by Depositor of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Depositor. This Agreement has been duly executed and delivered by Depositor and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Depositor enforceable against Depositor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Depositor in connection with the execution, delivery or performance by Depositor of this Agreement, or the consummation by it of the transactions contemplated hereby other than any that have been obtained or made.

6. Assignee warrants and represents to, and covenants with, Assignor, Depositor and Sterling that as of the date hereof:

(a) Assignee is a national banking association duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and

(b) Assignee has been directed to enter into this Agreement pursuant to the provisions of the Pooling and Servicing Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of Assignee. This Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by the other parties hereto, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

7. Sterling warrants and represents to, and covenants with, Assignor, Depositor and Assignee as of the date hereof that:

(b) Sterling is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Purchase Agreement;

(c) Sterling has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Agreement is in the ordinary course of Sterling’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Sterling’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Sterling is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Sterling or its property is subject. The execution, delivery and performance by Sterling of this Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Sterling. This Agreement has been duly executed and delivered by Sterling and, upon the due authorization, execution and delivery by Assignor, Assignee and the Depositor, will constitute the valid and legally binding obligation of Sterling enforceable against Sterling in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Sterling in connection with the execution, delivery or performance by Sterling of this Agreement, or the consummation by it of the transactions contemplated hereby.

Restated Sterling Representations and Warranties

8. Pursuant to Section 32(d) of the Purchase Agreement, Sterling hereby restates to Depositor and Assignee (a) the representations and warranties set forth in Subsection 7.01 of the Purchase Agreement as of the related Closing Date and (b) the representations and warranties set forth in Subsection 7.02 of the Purchase Agreement as of the date hereof, as if such representations and warranties were set forth herein in full.

In the event of a breach of any representations and warranties referred to in clauses (a) or (b) above as of the related Closing Date or the date hereof, as the case may be, Assignee shall be entitled to all the remedies under the Purchase Agreement, including, without limitation, the right to compel Sterling to repurchase Mortgage Loans pursuant to Section 7.03 of the Purchase Agreement, subject to the provisions of Section 10.

Recognition of Assignee

9. From and after the date hereof, subject to Section 10 below, Sterling shall recognize Assignee as owner of the Mortgage Loans and will perform its obligations hereunder for the benefit of the Assignee in accordance with the Purchase Agreement, as modified hereby or as may be amended from time to time in a writing signed by Sterling, as if Assignee and Sterling had entered into a separate purchase agreement for the purchase of the Mortgage Loans in the form of the Purchase Agreement, the terms of which are incorporated herein by reference, as amended by this Agreement.

Enforcement of Rights

10. (a) Controlling Holder Rights. Sterling agrees and acknowledges that Sequoia Mortgage Funding Corporation, an Affiliate of the Depositor, in its capacity as the initial Controlling Holder pursuant to the Pooling and Servicing Agreement, and for so long as it is the Controlling Holder, will exercise all of Assignee's rights as Purchaser under each of the following sections of the Purchase Agreement:

Purchase Agreement:

Section or Subsection	Matter

6.03	Delivery of Mortgage Loan Documents

7.03, other than 7.03(c)	Repurchase and Substitution

(b) If any Affiliate of the Depositor is no longer the Controlling Holder under the Pooling and Servicing Agreement, then all rights that are to be exercised by the Controlling Holder pursuant to Section 10(a) shall be exercised by Assignee.

Amendments to Purchase Agreement

11. The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

(a) Definitions.

(i) The definitions of “Arbitration,” “Business Day” and “Repurchase Price” set forth in Section 1 of the Purchase Agreement shall be deleted and replaced in their entirety as follows:

Arbitration: Arbitration in accordance with the then governing Commercial Arbitration Rules of the American Arbitration Association and administered by the American Arbitration Association, which shall be conducted in New York, New York or other place mutually acceptable to the parties to the arbitration.

Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in the states of California, Maryland, Minnesota, Missouri, New York or Washington, (iii) a day on which banks in the states of California, Maryland, Minnesota, Missouri, New York or Washington, are authorized or obligated by law or executive order to be closed or (iv) a day on which the New York Stock Exchange or the Federal Reserve Bank of New York is closed.

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance of the Mortgage Loan, plus (ii) interest on such unpaid principal balance at the related Mortgage Interest Rate from the last date through which interest was last paid by or on behalf of the Mortgagor to the last day of the month in which such repurchase occurs, plus (iii) reasonable and customary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased, minus (iv) any amounts received in respect of such repurchased Mortgage Loan and being held for future distribution in connection with such Mortgage Loan.

(b) The rights under the Purchase Agreement assigned to the Depositor and the Assignee pursuant to this Agreement shall be under the Purchase Agreement as amended by this Agreement.

Miscellaneous

12. All demands, notices and communications related to the Mortgage Loans, the Purchase Agreement and this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:

(a) In the case of Sterling,

Sterling Savings Bank Home Loan Division

0000 000xx Xx XX, Xxxxx 0

Xxxxxxxxx Xxxxxxx, XX, 00000

Attention: Xxxxxxxx Xxxxxxxxx, Loan Servicing

Phone: (000) 000-0000

Facsimile: (000) 000-0000

with a copy to

General Counsel at the same address

(b) In the case of Assignee,

U.S. Bank National Association

00 Xxxxxxxxxx Xxxxxx

XX-XX-XX0X

Xx. Xxxx, Xxxxxxxxx, 00000

Attention: Structured Finance – Sequoia Mortgage Loan Trust 2011-2

Sequoia Residential Funding, Inc.

Xxx Xxxxxxxxx Xxxxx, Xxxxx 000

Xxxx Xxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxxxx Xxxxxxx

with a copy to

General Counsel at the same address

(d) In the case of Assignor,

Redwood Residential Acquisition Corporation

Xxx Xxxxxxxxx Xxxxx, Xxxxx 000

Xxxx Xxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxxxx Xxxxxxx

with a copy to

General Counsel at the same address

(e) In the case of Master Servicer,

Xxxxx Fargo Bank, N.A.

0000 Xxx Xxxxxxxxx Xxxx

Xxxxxxxx, Xxxxxxxx 00000)

Telephone number: (000) 000-0000

Facsimile number: (000) 000-0000

Electronic mail address: xxxxx-xxx-xxxx-x-0@xxxxxxxxxx.xxx

Attention: Client Manager -- Sequoia Mortgage Trust 2011-2

(f) In the case of the Controlling Holder,

Sequoia Mortgage Funding Corporation

Xxx Xxxxxxxxx Xxxxx, Xxxxx 000

Xxxx Xxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxxxx Xxxxxxx

with a copy to

General Counsel at the same address

13. This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to the conflicts of laws provisions of the State of New York or any other jurisdiction.

14. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

15. This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Depositor, Assignee or Sterling may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Depositor, Assignee or Sterling, respectively, hereunder.

16. This Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the representations and warranties made by Sterling pursuant to the Purchase Agreement to the extent of the Mortgage Loans by Assignor to Depositor and by Depositor to Assignee, and the termination of the Purchase Agreement.

17. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

18. The Controlling Holder under the Pooling and Servicing Agreement is an express third party beneficiary of this Agreement, and shall have the same power and ability to exercise and enforce the rights stated to be provided to it hereunder as if it were a signatory hereto. Sterling hereby consents to such exercise and enforcement.

19. It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by U.S. Bank National Association (“U.S. Bank”) not in its individual capacity but solely as Trustee on behalf of the trust created by the Pooling and Servicing Agreement referred to herein (the “Trust”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Pooling and Servicing Agreement, (ii) each of the undertakings and agreements herein made on behalf of the Trust is made and intended not as a personal undertaking or agreement of or by U.S. Bank but is made and intended for purposes of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of U.S. Bank, individually or personally, to perform any covenant either express or implied in this Agreement, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iv) under no circumstances shall U.S. Bank in its individual capacity or in its capacity as Trustee be personally liable for the payment of any indebtedness, amounts or expenses owed by the Assignor under the Purchase Agreement, as modified or supplemented by this Agreement (such indebtedness, expenses and other amounts being payable solely from and to the extent of funds of the Trust) or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made under this Agreement or any other related documents.

20. Master Servicer. Sterling hereby acknowledges that the Assignee has appointed Xxxxx Fargo Bank, N.A. to act as master servicer and securities administrator under the Pooling and Servicing Agreement and hereby agrees to treat all inquiries, demands, instructions, authorizations and other communications from the Master Servicer as if the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the Assignee as the Purchaser under this Agreement, including, without limitation, the right to enforce the obligations of Sterling hereunder and under the Purchase Agreement and the right to exercise the remedies of the Purchaser hereunder and under the Purchase Agreement.

Sterling shall make all remittances due by it to the Purchaser with respect to the Mortgage Loans to the following account by wire transfer of immediately available funds:

Xxxxx Fargo Bank, N.A.

San Francisco, California

ABA# 000-000-000

Account #0000000000

Account Name: SAS Clearing

FFC: Account #00000000, Sequoia Mortgage Trust 2011-2 Certificate Distribution Account

21. Sterling acknowledges that the custodian will be Xxxxx Fargo Bank, N.A. acting pursuant to the Custodial Agreement. Notwithstanding Section 10 of the Purchase Agreement, Sterling shall pay shipping expenses for any Mortgage Loan Documents if there has been a breach of any representation or warranty made with respect to the related Mortgage Loan in Subsection 7.01 of the Purchase Agreement.

22. Rule 17g-5 Compliance. Sterling hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at xxxx00x0xxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx, with a subject reference of “SEMT 2011-2” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify Sterling in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. Sterling shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between Sterling, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to Sterling or (ii) such Rating Agency’s or NRSRO’s evaluation of Sterling’s operations in general; provided, however, that Sterling shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

REDWOOD RESIDENTIAL ACQUISITION CORPORATION

Assignor

By: ______________________

Name: ____________________

Title: _____________________

SEQUOIA RESIDENTIAL FUNDING, INC.

Depositor

By: ______________________

Name: ____________________

Title: _____________________

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee,

Assignee

By: ______________________

Name: ____________________

Title: _____________________

STERLING SAVINGS BANK

By: ______________________

Name: ____________________

Title: _____________________

Accepted and agreed to by:

XXXXX FARGO BANK, N.A.

Master Servicer

By: ______________________

Name: ____________________

Title: _____________________

ATTACHMENT 1

MORTGAGE LOAN SCHEDULE

Primary Servicer	Primary Servicer Name	Servicing Fee %	Servicing Fee—Flatdollar	Servicing Advance Methodology	Originator	Loan Group	Loan Number	sellernumber	Amortization Type	Lien Position	HELOC Indicator	Loan Purpose	Cash Out Amount	Total Origination and Discount Points	Covered/High Cost Loan Indicator	Relocation Loan Indicator
1000938	Select Portfolio Servicing	0.002500			Sterling Savings Bank		1000000556	212432	1	1	0	9
1000938	Select Portfolio Servicing	0.002500			Sterling Savings Bank		1000000853	212204	1	1	0	7
1000938	Select Portfolio Servicing	0.002500			Sterling Savings Bank		1000000858	223208	1	1	0	7
1000938	Select Portfolio Servicing	0.002500			Sterling Savings Bank		1000000878	222836	1	1	0	7
1000938	Select Portfolio Servicing	0.002500			Sterling Savings Bank		1000000932	226409	1	1	0	9

Primary Servicer	Broker Indicator	Channel	Escrow Indicator	Senior Loan Amount(s)	Loan Type of Most Senior Lien	Hybrid Period of Most Senior Lien (in months)	Neg Am Limit of Most Senior Lien	Junior Mortgage Balance	Origination Date of Most Senior Lien	Origination Date	Original Loan Amount	Original Interest Rate	Original Amortization Term	Original Term to Maturity	First Payment Date of Loan	Interest Type Indicator
1000938		1	4	0				207000.00		20110223	913000.00	0.052500	360	360	20110401	1
1000938		1	4	0				0.00		20110517	650000.00	0.052500	360	360	20110701	1
1000938		1	4	0				0.00		20110620	637500.00	0.053750	360	360	20110801	1
1000938		1	4	0				0.00		20110523	432000.00	0.052500	360	360	20110701	1
1000938		1	4	0				0.00		20110722	805000.00	0.052500	360	360	20110901	1

Primary Servicer	Original Interest Only Term	Buy Down Period	HELOC Draw Period	Current Loan Amount	Current Interest Rate	Current Payment Amount Due	Interest Paid Through Date	Current Payment Status	Index Type	ARM Look-back Days	Gross Margin	ARM Round Flag	ARM Round Factor	Initial Fixed Rate Period	Initial Interest Rate Cap (Change Up)	Initial Interest Rate Cap (Change Down)
1000938	0	0		906647.41	0.052500	5041.62	20110901	0	0
1000938	0	0		647753.49	0.052500	3589.32	20110901	0	0
1000938	0	0		636068.10	0.053750	3569.82	20110901	0	0
1000938	0	0		430506.91	0.052500	2385.52	20110901	0	0
1000938	0	0		804076.64	0.052500	4445.24	20110901	0	0

Primary Servicer

Subsequent Interest

Rate Reset Period

Subsequent Interest

Rate Cap (Change Down)

Subsequent Interest

Rate Cap (Change

Up)

Lifetime Maximum

Rate (Ceiling)

Lifetime Minimum

Rate (Floor)

Negative

Amortization Limit

Initial Negative

Amortization Recast

Period

Subsequent

Negative

Amortization Recast

Period

Initial Fixed

Payment Period

Subsequent

Payment Reset

Period

Initial Periodic

Payment Cap

Subsequent

Periodic Payment

Cap

Initial Minimum

Payment Reset

Period

Subsequent

Minimum Payment

Reset Period

Option ARM

Indicator

Options at Recast

1000938

Primary Servicer	Initial Minimum Payment	Current Minimum Payment	Prepayment Penalty Calculation	Prepayment Penalty Type	Prepayment Penalty Total Term	Prepayment Penalty Hard Term	Primary Borrower ID	Number of Mortgaged Properties	Total Number of Borrowers	Self-employment Flag	Current ‘Other’ Monthly Payment	Length of Employment: Borrower	Length of Employment: Co- Borrower	Years in Home	FICO Model Used	Most Recent FICO Date
1000938					0		281	1	2	0		7.00	12.60	3.70	1	20110825
1000938					0		214	1	2	1		9.50	6.00	0.00	1
1000938					0		415	3	1	1		3.00		0.00	1
1000938					0		290	1	2	0		10.90		0.00	1
1000938					0		456	1	2	1		2.60		8.10	1

Primary Servicer

Primary Wage

Earner Original

FICO: Equifax

Primary Wage

Earner Original

FICO: Experian

Primary Wage

Earner Original

FICO: TransUnion

Secondary Wage

Earner Original

FICO: Equifax

Secondary Wage

Earner Original

FICO: Experian

Secondary Wage

Earner Original

FICO: TransUnion

Original

Primary Borrower

FICO

Most Recent

Primary Borrower

FICO

Most Recent Co-

Borrower FICO

Most Recent FICO

Method

VantageScore:

Primary Borrower

VantageScore: Co-

Borrower

Most Recent

VantageScore

Method

VantageScore Date

Credit Report:

Longest Trade Line

Credit Report:

Maximum Trade

Line

1000938

718

727

1000938

775

1000938

732

1000938

737

1000938

773

Primary Servicer	Credit Report: Number of Trade Lines	Credit Line Usage Ratio	Most Recent 12- month Pay History	Months Bankruptcy	Months Foreclosure	Primary Borrower Wage Income	Co-Borrower Wage Income	Primary Borrower Other Income	Co-Borrower Other Income	All Borrower Wage Income	All Borrower Total Income	4506-T Indicator	Borrower Income Verification Level	Co-Borrower Income Verification	Borrower Employment Verification	Co-Borrower Employment Verification
1000938			000000000000			10911.00	10433.00	0.00	15840.00	21344.00	37184.00	Y	5		3
1000938			000000000000			20000.00	7466.55	0.00	0.00	27466.55	27466.55	Y	5		3
1000938			000000000000			0.00		35615.00		0.00	35615.00	Y	5		3
1000938			000000000000			9903.90		0.00		9903.90	9903.90	Y	5		3
1000938			000000000000			19792.00		-742.00		19792.00	19050.00	Y	4		3

Primary Servicer	Borrower Asset Verification	Co-Borrower Asset Verification	Liquid / Cash Reserves	Monthly Debt All Borrowers	Originator DTI	Fully Indexed Rate	Qualification Method	Percentage of Down Payment from Borrower Own Funds	City	State	Postal Code	Property Type	Occupancy	Sales Price	Original Appraised Property Value	Original Property Valuation Type
1000938	4		521169.52	8771.85	0.235904		1	0.000000	Xxxxxx Xxxxxx	XX	00000	7	1		1400000.00	3
1000938	4		192716.32	8214.08	0.299058		1	100.000000	Xxxxxxxxxx Xxxxxx	XX	00000	7	1	812500.00	900000.00	3
1000938	4		73702.67	9324.26	0.261807		1	100.000000	Xxxxxxx	XX	00000	1	1	850000.00	900000.00	3
1000938	4		69045.40	3916.82	0.395483		1	100.000000	Xxxxxxxx	XX	00000	1	1	540000.00	545000.00	3
1000938	4		58366.48	7217.50	0.378871		1	0.000000	Xxxxxxxx	XX	00000	1	1		1015000.00	3

Primary Servicer	Original Property Valuation Date	Original Automated Valuation Model (AVM) Model Name	Original AVM Confidence Score	Most Recent Property Value2	Most Recent Property Valuation Type	Most Recent Property Valuation Date	Most Recent AVM Model Name	Most Recent AVM Confidence Score	Original CLTV	Original LTV	Original Pledged Assets	Mortgage Insurance Company Name	Mortgage Insurance Percent	MI: Lender or Borrower Paid?	Pool Insurance Co. Name	Pool Insurance Stop Loss %
1000938	20101229								0.800000	0.652143	0		0
1000938	20110511								0.800000	0.800000	0		0
1000938	20110517								0.750000	0.750000	0		0
1000938	20110513								0.800000	0.800000	0		0
1000938	20110620								0.793103	0.793103	0		0

Primary Servicer

MI Certificate

Number

Updated DTI

(Front-end)

Updated DTI

(Back-end)

Modification

Effective Payment

Date

Total Capitalized

Amount

Total Deferred

Amount

Pre-Modification

Interest (Note) Rate

Pre-Modification P&I

Payment

Pre-Modification

Initial Interest Rate

Change Downward

Cap

Pre-Modification

Subsequent Interest

Rate Cap

Pre-Modification

Next Interest Rate

Change Date

Pre-Modification I/O

Term

Forgiven Principal

Amount

Forgiven Interest

Amount

Number of

Modifications

Cash To/From Brrw at Closing

1000938

Primary Servicer	Brrw - Yrs at in Industry	CoBrrw - Yrs at in Industry	Junior Mortgage Drawn Amount	Maturity Date	Primary Borrower Wage Income (Salary)	Primary Borrower Wage Income (Bonus)	Primary Borrower Wage Income (Commission)	Co-Borrower Wage Income (Salary)	Co-Borrower Wage Income (Bonus)	Co-Borrower Wage Income (Commission)	Originator Doc Code	RWT Income Verification	RWT Asset Verification
1000938	8	23	207000.00	3/1/2041	10911.00			10433.00		15840.00	Full	2 years	2 Months
1000938	9.5	6	0.00	6/1/2041	20000.00			7466.55			Full	2 years	2 Months
1000938	3		0.00	7/1/2041							Full	2 years	2 Months
1000938	10.9		0.00	6/1/2041	9903.90						Full	2 years	2 Months
1000938	20		0.00	8/1/2041	19792.00						Full	2 years	2 Months

ATTACHMENT 2

PURCHASE AGREEMENT

(Please refer to Exhibit 10.17)

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Table of Contents

ASSIGNMENT OF REPRESENTATIONS AND WARRANTIES AGREEMENT

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