Q3 2002 Exhibit 10.40




Exhibit 10.40


MORTGAGE LOAN PURCHASE
AGREEMENT



 

This Mortgage Loan Purchase Agreement is dated and
effective as of September 6, 2002, (the "Agreement"), between E-Loan,
Inc., having an address at 5875 Arnold Road, Dublin, California  94568 (the
"Seller"), and Countrywide Home Loans, Inc., having an address at 4500
Park Granada, Calabasas, California  91302 (the "Purchaser").



 

R E C I T A L
S



The Seller desires to sell and transfer to the
Purchaser from time to time, and the Purchaser desires to purchase from the
Seller from time to time, certain mortgage loans identified in a Purchase
Confirmation (as defined below) executed by the Purchaser and the Seller,
including all servicing rights relating thereto (as defined herein, the
"Mortgage Loans"), upon such terms set forth below.



In consideration of the promises and the mutual
agreements and undertakings set forth herein, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:



 

ARTICLE I



DEFINITIONS



Unless the context otherwise requires, all
capitalized terms used herein shall have the meanings assigned to such terms in
this Article I unless defined elsewhere herein.  Any capitalized term
used or defined in a Purchase Confirmation that conflicts with the corresponding
definition set forth herein shall supercede such term:



Adjustable Rate Mortgage Loan:  Any Mortgage Loan in
which the related Mortgage Note contains a provision whereby the Mortgage
Interest Rate is adjusted from time to time in accordance with the terms of such
Mortgage Note. 



Agencies:  Both Fannie Mae and Freddie
Mac.



Agreement:  This Mortgage Loan Purchase
Agreement, including all exhibits and supplements hereto, and all amendments
hereof.



Appraised Value:  With respect to any
Mortgage Loan, the value of the related Mortgaged Property based upon the lesser
of (i) the appraisal made for the originator at the time of origination of the
Mortgage Loan or (ii) the purchase price of the Mortgaged Property at the time
of origination of the Mortgage Loan, provided, however, that in the case of a
refinanced Mortgage Loan, such value is based solely upon the appraisal made at
the time of origination of such refinanced Mortgage Loan.



Assignment of Mortgage:  An assignment
of the Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect the sale of the Mortgage to the Purchaser.



Balloon Mortgage Loan:  Any
Mortgage Loan wherein the Mortgage Note matures prior to full amortization and
requires a final and accelerated payment of principal.



Business Day:  Any day other than (i) a
Saturday or Sunday, or (ii) a day on which banking and savings and loan
institutions in the State of California, are authorized or obligated by law or
executive order to be closed.



Closing:  The consummation of the sale
and purchase of each Mortgage Loan Package.



Closing Date:  With respect to each
sale and purchase of a Mortgage Loan Package as contemplated hereunder, the
closing date on which the purchase and sale of the Mortgage Loans constituting a
Mortgage Loan Package is consummated, as set forth in the related Trade
Confirmation and Purchase Confirmation.



Conventional Mortgage Loan:  A Mortgage
Loan that is not insured by the FHA or guaranteed by the VA.



Convertible Mortgage Loan:  Any
Adjustable Rate Mortgage Loan that contains a provision whereby the Mortgagor is
permitted to convert the Mortgage Loan to a fixed-rate mortgage loan in
accordance with the terms of the related Mortgage Note.



Custodial Agreement:  The agreement, if
any, executed by the Seller, the Purchaser and the Custodian governing the
retention of the originals of each Mortgage Note, Mortgage, Assignment of
Mortgage and other Mortgage Loan Documents, in a form acceptable to the
Purchaser.



Custodian:  The custodian under the
Custodial Agreement, or its successor in interest or assigns, or any successor
to the Custodian under the Custodial Agreement, as therein provided.



Cut-off Date:  With respect to each
sale and purchase of a Mortgage Loan Package as contemplated hereunder, the cut-
off date as set forth in the related Purchase Confirmation.



Due Date:  The day of the month on
which a Monthly Payment is due on a Mortgage Loan, exclusive of any days of
grace.



Escrow Account:  An account or accounts
maintained by the Seller, or the Seller's predecessor in interest, maintained
for the deposit of Escrow Payments received in respect of one or more Mortgage
Loans.



Escrow Payments:  The amounts held in
Escrow Accounts which include amounts being held for payment of taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard insurance
premiums and other payments required to be escrowed by the Mortgagor pursuant to
any Mortgage Loan.



Fannie Mae:  The Federal National
Mortgage Association or any successor thereto.



Fixed Rate Mortgage Loan:  Any Mortgage
Loan wherein the Mortgage Interest Rate set forth in the Mortgage Note is fixed
for the term of such Mortgage Loan. 



Freddie Mac:  The Federal Home Loan
Mortgage Corporation, or any successor thereto.



Government Mortgage Loan:  A Mortgage
Loan insured by the FHA or guaranteed by the VA.



Gross Margin:  With respect to each
Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the
related Mortgage Note which amount is added to the Index in accordance with the
terms of the related Mortgage Note to determine the Mortgage Interest Rate for
such Mortgage Loan.



HMDA:  The Home Mortgage Disclosure
Act, as amended.



HUD:  The Department of Housing and
Urban Development or any successor thereto.



Index:  With respect to each Adjustable
Rate Mortgage Loan, the Index shall mean the rate per annum as set forth in the
related Mortgage Loan Schedule with respect to each Segment.



Initial Purchaser:  Countrywide Home
Loans, Inc.



 Interest Adjustment Date:  With
respect to each adjustable rate Mortgage Loan, the date on which an adjustment
to the Mortgage Interest Rate on a Mortgage Note becomes effective.



Interim Servicing Period:  The period
commencing with the related Closing Date and ending with the related Servicing
Transfer Date.



LGC:  A loan guarantee certificate
issued by the VA.



Lifetime Mortgage Interest Rate Cap:  The
absolute maximum Mortgage Interest Rate payable for an Adjustable Rate Mortgage
Loan, above which the Mortgage Interest Rate shall not be adjusted, as provided
in the related Mortgage Loan Schedule.



Loan-to-Value Ratio or
LTV:  With respect to any Mortgage Loan, the ratio of the original
outstanding principal amount to the Appraised Value of the Mortgage Loan.



MERS:  Mortgage Electronic Registration
Systems, Inc. or any successor or assign thereto.



MERS Mortgage Loan:  Any Mortgage Loan
registered with MERS on the MERS System.



MERS System:  The electronic system of
recording transfers of mortgages maintained by MERS.



MIC:  A mortgage insurance certificate
issued by HUD.



Monthly Payment:  The scheduled monthly
payment of principal and interest on a Mortgage Loan.



Mortgage:  The mortgage, deed of trust
or other such instrument securing a Mortgage Note, which creates a first lien on
an unsubordinated estate in fee simple in real property securing the Mortgage
Note or a first lien upon a leasehold estate of Mortgagor, as the case may
be.



Mortgage File:  The file containing the
Mortgage Loan Documents, all other documents in connection with the origination
of a particular Mortgage Loan and all documents, files and other information
reasonably necessary to service the Mortgage Loans.



Mortgage Interest Rate:  The annual
rate at which interest accrues on any Mortgage Loan, exclusive of any primary
mortgage insurance, as adjusted from time to time in accordance with the
provisions of the related Mortgage Note, if applicable.



Mortgage Loan:  A mortgage loan
identified in the Mortgage Loan Schedule which is sold pursuant to this
Agreement, which Mortgage Loan includes without limitation the Mortgage Loan
Documents, the Mortgage File, the Monthly Payments, Principal Prepayments, any
related Escrow Accounts, the Servicing Rights and all other rights, benefits,
proceeds and obligations arising from or in connection with such Mortgage Loan.
Unless the context requires otherwise, any reference to the Mortgage Loans in
this Agreement shall refer to the Mortgage Loans constituting the Mortgage Loan
Package.



Mortgage Loan Documents:  The following
documents pertaining to any Mortgage Loan:



(a)The original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of __________" and signed in the name
of the Seller by an authorized officer;



(b)The original Assignment of Mortgage for each
Mortgage Loan from the Seller to blank;



(c)The original Mortgage with evidence of recording
thereon;



(d)The originals of all intervening assignments of
mortgage with evidence of recording thereon; and



(e)The original mortgagee title insurance policy.



Mortgage Loan Package:  The Mortgage
Loans sold to the Purchaser pursuant to a Purchase Confirmation and identified
on a Mortgage Loan Schedule.



Mortgage Loan Schedule:  With respect
to each Mortgage Loan Package, the schedule of Mortgage Loans included therein
and made a part of the related Purchase Confirmation, which schedule shall
include, the following information with respect to each Mortgage Loan:
(i) information sufficient to uniquely identify such Mortgage Loan; (ii)
the Mortgage Interest Rate as of the Cut-off Date; (iii) with respect to any
Adjustable Rate Mortgage Loan, the Gross Margin, the Periodic Rate Cap, the
Lifetime Rate Cap, the next Interest Adjustment Date and whether such Adjustable
Rate Mortgage Loan is a Convertible Mortgage Loan, (iv) with respect to a LPMI
Loan, the LPMI Fee, (v) the LTV at origination; (vi) the remaining term as of
the Cut-off Date and the original term of such Mortgage Loan, and (vii) any
other information pertaining to such Mortgage Loan as may be reasonably
requested by the Purchaser.  The information set forth in the Mortgage Loan
Schedule relating to the Mortgage Interest Rate, Periodic Rate Cap and Lifetime
Rate Cap with respect to any LPMI Loan, as applicable, is exclusive of the LPMI
Fee.



Mortgage Note:  The note or other
evidence of the indebtedness of a Mortgagor secured by a Mortgage.



Mortgaged Property:  The real property
securing repayment of the debt evidenced by a Mortgage Note.



Mortgagor:  The obligor on a Mortgage
Note.



Net Escrow Payments:  Escrow Payment
balances remaining after advances by the Seller for taxes and insurance to the
extent documented under a detailed statement provided to the Purchaser.



Pass-Through Transfer:  The sale or
transfer of some or all of the Mortgage Loans to a trust to be formed as part of
a publicly or privately traded, rated or unrated mortgage pass-through, pay-
through or other mortgage-backed securities transaction.



Periodic Mortgage Interest Rate Cap:
With respect to each Adjustable Rate Mortgage Loan, the provision of a Mortgage
Note which provides for an absolute maximum amount by which the Mortgage
Interest Rate therein may increase or decrease on an Interest Adjustment Date
above the Mortgage Interest Rate previously in effect, equal to the rate set
forth in the related Mortgage Loan Schedule, as applicable.



Primary Mortgage Insurance Policy:  A
policy of primary mortgage guaranty insurance issued by a Qualified Insurer,
providing coverage at least equal to the level of coverage required by the
Agencies at the time the related Mortgage Loan was originated if such Mortgage
Loan was to be eligible for sale to, and securitization by, either Fannie Mae or
Freddie Mac.



Principal Prepayment:  Any payment or
other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date, including any prepayment penalty or premium thereon,
which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.



Purchase Confirmation:  Those certain
purchase confirmations substantially in the form of Exhibit D hereto,
executed by the Seller and the Purchaser in connection with the purchase and
sale of each Mortgage Loan Package, which sets forth the terms relating thereto
including a description of the related Mortgage Loans (including the Mortgage
Loan Schedule), the Purchase Price for such Mortgage Loans, the Closing Date,
the Cut-off Date and the Servicing Transfer Date.



Purchase Price:  The purchase price to
be paid by the Purchaser for the Mortgage Loans (including the Servicing Rights
relating thereto) which, unless otherwise specified in the Purchase
Confirmation, shall equal the product of (a) the Purchase Price Percentage,
times (b) the Stated Principal Balance of the Mortgage Loans.



Purchase Price Percentage:  The
purchase price percentage set forth in the Purchase Confirmation.



Purchase Proceeds:  The purchase
proceeds to be paid by the Purchaser for the Mortgage Loans constituting each
Mortgage Loan Package, as set forth in a funding schedule in the form of
Exhibit A hereto.



Purchaser:  Any entity which purchases
the Mortgage Loans pursuant to this Agreement or its successor in interest or
any successor or assign to the Purchaser under this Agreement as herein
provided.  Unless the context requires otherwise, all references to "Purchaser"
in this Agreement shall be deemed to include such Purchaser's successors in
interest, assignees or designees.



Qualified Insurer:  An insurance
company duly qualified as such under the laws of the states in which the
Mortgaged Properties are located, duly authorized and licensed in such states to
transact the applicable insurance business and to write the insurance provided,
approved as an insurer by the Agencies and whose claims paying ability is rated
in the two highest rating categories by the Standard & Poor's Ratings Group
or Moody's Investors Service with respect to primary mortgage insurance and in
the two highest rating categories by Best's with respect to hazard and flood
insurance.



Reconstitution Agreements:  Any of the
agreement or agreements entered into by the Purchaser and/or certain third
parties, and if necessary the Seller, on the Reconstitution Date or Dates with
respect to any or all of the Mortgage Loans conveyed hereunder, in connection
with a Whole Loan Transfer or a Pass-Through Transfer as set forth in Section
4.3.



Reconstitution Date:  The date or dates
on which any or all of the Mortgage Loans purchased pursuant to this Agreement
shall be reconstituted as part of a Whole Loan Transfer or a Pass-Through
Transfer pursuant to Section 4.3.



Repurchase Price:  With respect to any
Mortgage Loan, a price equal to the sum of (a) the product of (i) the unpaid
principal balance of the Mortgage Loan at the time of repurchase, and (ii) the
greater of par or the Purchase Price Percentage (subject to any adjustments as
contemplated in the Transaction Documents, if any), plus (b) interest on such
unpaid principal balance at the Mortgage Interest Rate from the last date
through which interest has been paid and distributed to the Purchaser to the
date of repurchase, plus (c) any outstanding escrow advances and any outstanding
servicing advances made by the Purchaser on account of the Mortgage Loan.



Segment(s):  One or more segments of
Mortgage Loans (each, a "Segment") comprising the segment(s) of
Mortgage Loans set forth in the related Mortgage Loan Schedule, whether
individually or in the aggregate, as applicable.  



Servicing Rights:  With respect to each
Mortgage Loan, any and all of the following: (a) all rights to service the
Mortgage Loans; (b) any payments or monies payable or received for servicing the
Mortgage Loans; (c) any late fees, assumption fees, penalties or similar
payments with respect to the Mortgage Loans; (d) all agreements or documents
creating, defining or evidencing any such Servicing Rights and all rights of the
Seller thereunder, including, but not limited to, any clean-up calls and
termination options; (e) Escrow Payments or other similar payments with respect
to the Mortgage Loans and any amounts actually collected with respect thereto;
(f) all accounts and other rights to payments related to any of the property
described in this paragraph; (g) possession and use of any and all Mortgage
Files pertaining to the Mortgage Loans or pertaining to the past, present, or
prospective servicing of the Mortgage Loans; and (h) all rights, powers and
privileges incident to any of the foregoing.



Servicing Transfer Date:  With respect
to each sale and purchase of Mortgage Loans as contemplated hereunder, the
servicing transfer date as set forth in the related Purchase Confirmation, or
such other date as the Purchaser may select upon reasonable notice to the
Seller.



Stated Principal Balance:  The unpaid
principal balance of the Mortgage Loans at the Cut-off Date. 



Trade Confirmation:  A letter agreement
executed by the Seller and the Purchaser prior to the applicable Closing Date
confirming the general terms and conditions of a prospective transaction
contemplated herein and identifying certain of the loan characteristics of the
Mortgage Loans constituting the Mortgage Loan Package to be purchased hereunder.




Transaction Documents:  With respect to
any Mortgage Loan Package purchased by the Purchaser hereunder, the related
Trade Confirmation, the related Purchase Confirmation and this Agreement.



VA:  The Department of Veterans
Affairs.



Whole Loan Transfer:  The sale or
transfer by the Purchaser of some or all of the Mortgage Loans in a whole loan
format.



 

ARTICLE II



SALE OF THE MORTGAGE LOANS



Section 2.1Agreement of Sale.  On
each Closing Date, the Seller does hereby agree to sell, convey, transfer and
assign to the Purchaser all right, title and interest in and to the Mortgage
Loans, all in accordance with the terms and conditions set forth herein.  The
Seller confirms that its agreement to sell, convey, transfer and assign to
Purchaser the Mortgage Loans as provided in this Agreement shall occur
automatically each time it enters into a Purchase Confirmation with the
Purchaser and accepts payment from the Purchaser as provided herein.  On and
after each Closing Date, the Seller shall hold the Mortgage Loan Documents and
Mortgage Files in trust for the Purchaser and shall act only in accordance with
the terms of this Agreement and the Purchaser's instructions with respect
thereto. 



Section 2.2Payment of the Purchase
Proceeds.  On each Closing Date, the Purchaser shall pay to the Seller
the Purchase Proceeds, by wire transfer in immediately available funds to the
account designated by the Seller.  Upon completion of the wire transfer to the
Seller's designated account, the Purchaser shall own the Mortgage Loans and the
Servicing Rights, free and clear of any lien or encumbrance whatsoever.



Section 2.3Entitlement to Payment on the
Mortgage Loans.  The Purchaser shall be entitled to all collections and
recoveries of principal and interest received or applied to any Mortgagor's
account after each Cut-off Date.  All payments and remittances on the Mortgage
Loans received by the Seller after the Closing Date and payable to the Purchaser
shall be paid promptly to the Purchaser in accordance to the terms set forth in
Article IV or Article V, as applicable.



Section 2.4Examination of Mortgage Loan
Documents by the Purchaser.  Prior to each Closing Date, the Purchaser
shall have the right to review the Mortgage File and, based on its review,
decline to purchase any Mortgage Loan which the Purchaser, in its sole
discretion, determines not to be in compliance with each of the representations
and warranties contemplated hereby or which is otherwise unsatisfactory to the
Purchaser in its reasonable discretion.  It is expressly understood by the
parties that the Purchaser is purchasing the Mortgage Loans for the express
purpose of reselling such Mortgage Loans to a subsequent purchaser and, as such,
the Purchaser's right to decline to purchase any of the Mortgage Loans as
contemplated above may be directly influenced by the results of such subsequent
purchaser's own due diligence on the Mortgage Loans.  The Seller agrees to
deliver or make available to the Purchaser a complete Mortgage File for each
Mortgage Loan on or before such date as may be reasonably requested by the
Purchaser.  The fact that the Purchaser has conducted or has failed to conduct
any partial or complete examination of the Mortgage Files shall not affect the
Purchaser's right to demand repurchase or to avail itself of any other remedy
available hereunder.  Notwithstanding anything contained herein to the contrary,
should there be a material adverse change in the characteristics of the Mortgage
Loans remaining after the exclusion or rejection of one or more Mortgage Loans
by the Purchaser as contemplated above, the Purchaser may, in its sole
discretion, elect not to purchase the remaining Mortgage Loans and the Purchaser
shall have no liability therefor.



Section 2.5Delivery of Mortgage Loan
Documents.  At least two (2) Business Days prior to each Closing Date,
the Seller shall deliver the Mortgage Loan Documents with respect to each
Mortgage Loan to the Purchaser or a bonded third party custodian (the
"Custodian") and, in the case of the latter, shall cause the Custodian
to deliver to the Purchaser a custodian's certification pursuant to which the
Custodian certifies to the Purchaser that (i) with respect to each Mortgage
Loan, it has in its possession originals of each of the Mortgage Loan Documents,
(ii) all of the Mortgage Loan Documents appear on their face to be genuine
originals or copies, as applicable, and (iii) upon the Purchaser's wiring of the
Purchase Proceeds to the Seller, that the Custodian shall hold the Mortgage Loan
Documents with respect to each Mortgage Loan in trust for the Purchaser and
will, subsequent thereto, act only in a manner consistent with the Purchaser's
instructions with respect thereto.  In the event that any of the Mortgage Loan
Documents set forth in clauses (c) through (e) of the definition of Mortgage
Loan Documents in Article I have not been delivered to the Purchaser in
the time specified above (the "Missing Documents") either because such
Missing Documents have not been returned by the applicable public recording
office with respect to items (c) and (d), or because the final original title
policy has not yet been issued by the title company with respect to item (e),
then the Seller shall deliver to the Purchaser certified true and correct copies
of the same and shall further deliver the originals of any such Missing
Documents promptly upon its receipt thereof, but in no event later than ninety
(90) days from the Closing Date.  If the Seller fails to deliver any of the
Missing Documents relating to a Mortgage Loan within the time specified above,
the Seller shall, upon written request from the Purchaser, repurchase such
Mortgage Loan in accordance with Section 3.3.



Section 2.6Conditions to Closing.
The Purchaser's obligations hereunder with respect to any Mortgage Loan Package
are subject to the fulfillment of the following conditions precedent.  In the
event that any of the conditions set forth below are not satisfied, the
Purchaser shall not have any obligation to purchase any of the Mortgage Loans or
to pay the Purchase Proceeds as contemplated hereunder and shall instead be
entitled, in its sole discretion, to terminate this Agreement in its
entirety.



(a)Each of the representations and warranties made by
the Seller hereunder shall be true and correct in all material respects as of
the related Closing Date and no event shall have occurred which, with notice or
the passage of time, would constitute a default under this Agreement.



(b)The Seller shall have delivered to the Purchaser
all of the Mortgage Loan Documents in accordance with Section 2.5 and a
complete Mortgage File with respect to each Mortgage Loan.



(c)Each of the terms and conditions set forth herein
which are required to be satisfied on or before the related Closing Date shall
have been satisfied unless waived by the prejudiced party(ies).



(d)The Seller shall have delivered to the Purchaser
on or before the related Closing Date the following documents:



(1)an executed Agreement;



(2)the Mortgage Loan Schedule, which shall include,
without limitation, the Stated Principal Balance of each Mortgage Loan;



(3)an executed Funding Schedule, in the form of
Exhibit A hereto; 



(4)an executed Officer's Certificate, in the form of  Exhibit B hereto;




(5)an executed Authorized Signatories Agreement, in the  form of Exhibit C hereto; 




(6)an executed Purchase Confirmation, in the form of  Exhibit D hereto; and




(7)such other documents related to the purchase and sale
of the Mortgage Loans and the Servicing Rights as the Purchaser may reasonably
request.








(e)The documents specified in subsection (d)(1)
and (d)(5) shall only be required with respect to the initial Closing Date
unless the Purchaser subsequently requests the Seller to reexecute such
documents.



Section 2.7Record Title.  With respect
to each Mortgage Loan, record title to each Mortgage and the related Mortgage
Note shall be transferred by the Seller to the Purchaser.  The Seller shall, at
the option of the Purchaser, either (i) prepare and cause to be recorded the
Assignment of Mortgage for each Mortgage Loan and shall, promptly upon its
receipt of each original recorded Assignment of Mortgage from the applicable
recording office, deliver the same to the Purchaser, (ii) prepare and deliver to
the Purchaser an original Assignment of Mortgage either in blank, in either
case, within the time and in the manner specified in Section 2.5, or
(iii) with respect to any Mortgage Loan registered on the MERS System, cause the
MERS System to reflect the Purchaser as the owner of the Mortgage Loan and the
Servicing Rights related thereto.  The Seller shall bear the cost and expense
related to (A) providing all Assignments of Mortgages and endorsements of
Mortgage Notes for any transfer of record title required hereunder with respect
to the obligations of the Mortgage Notes and the underlying security interest
related to each Mortgage Loan, (B) recording title of the Mortgage Loans
including, but not limited to, recording fees and fees for title policy
endorsements, and (C) causing the MERS System to reflect the Purchaser as the
owner of the Mortgage Loans.



 

ARTICLE III



REPRESENTATIONS AND WARRANTIES



Section 3.1Representations and
Warranties Respecting the Seller.  The Seller represents, warrants and
covenants to the Purchaser that, as of each Closing Date:



Auto paragraph numbering, level 1.(a)The Seller is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and is qualified to transact business in and
is in good standing under the laws of each state where a Mortgaged Property is
located or is otherwise exempt under applicable law from such qualification or
is otherwise not required under applicable law to effect such qualification and
no demand for such qualification has been made upon the Seller by any state
having jurisdiction and in any event the Seller is or will be in compliance with
the laws of any such state to the extent necessary to insure the enforceability
of each Mortgage Note and the sale of the Mortgage Loans and Servicing Rights as
contemplated by this Agreement;



(b)The Seller has the full power and authority to
perform, and to enter into and consummate, all transactions contemplated by this
Agreement.  The Seller has the full power and authority to hold each Mortgage
Loan and to sell each Mortgage Loan and the Servicing Rights;



(c)Neither the acquisition or origination of the
Mortgage Loans by the Seller, the sale of the Mortgage Loans or the Servicing
Rights to the Purchaser, the consummation of the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions of
this Agreement, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Seller's certificate of incorporation or bylaws
or result in a material breach of any legal restriction or any agreement or
instrument to which the Seller is now a party or by which it is bound, or
constitute a material default or result in an acceleration under any of the
foregoing, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Seller or its property is subject;



(d)The Seller is an approved seller/servicer for the
Agencies, in good standing with each such agency, and is a mortgagee approved by
the Secretary of HUD pursuant to sections 203 and 211 of the National Housing
Act.  No event has occurred, including but not limited to, a change in insurance
coverage, which would make the Seller unable to comply with Fannie Mae, Freddie
Mac or HUD-eligibility requirements or which would require notification to the
Agencies or HUD;



(e)The Seller does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement;



(f)There is no action, suit, proceeding,
investigation or litigation pending or, to the best of the Seller's knowledge,
threatened, which either in any one instance or in the aggregate, if determined
adversely to the Seller, would adversely affect the sale of the Mortgage Loans
or the Servicing Rights to the Purchaser, or the Seller's ability to perform its
obligations under this Agreement;



(g)No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Seller of or compliance by the Seller with this Agreement
or the terms of the Mortgage Loans, the delivery of the Mortgage Files to the
Purchaser, the sale of the Mortgage Loans and the Servicing Rights to the
Purchaser or the consummation of the transactions contemplated by this
Agreement, or if required, such consent, approval, authorization or order has
been obtained prior to the related Closing Date; and



(h)The consummation of the transactions contemplated
by this Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes, the Mortgages and/or
the Servicing Rights by the Seller pursuant to this Agreement are not subject to
the bulk transfer or any similar statutory provisions in effect and applicable
to this transaction.



Section 3.2Representations and
Warranties Regarding Individual Mortgage Loans.  With respect to each
Mortgage Loan and unless otherwise indicated in the related Trade Confirmation
and/or Purchase Confirmation, the Seller represents and warrants to the
Purchaser that as of the related Closing Date:



(a)The information set forth in the Mortgage Loan
Schedule, the Transaction Documents and in each Mortgage File is complete, true
and correct;



(b)All payments required under the terms of the
Mortgage Note to be made on or prior to the Closing Date 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 Mortgaged Property
subject to the Mortgage, directly or indirectly, for the payment of any amount
required under the Mortgage Loan; and there has been no delinquency of thirty
(30) days or more in any payment by the Mortgagor thereunder during the last
twelve (12) months. None of the Mortgagors is deceased and no Mortgage Loan is
subject to any pending litigation, foreclosure, bankruptcy, insolvency, or
reorganization proceeding. Notwithstanding the foregoing, with respect to any
Mortgage Loan for which the Monthly Payment with a Due Date in the month of the
related Closing Date has not been made, the Purchaser has nonetheless agreed to
purchase such Mortgage Loan, provided, however, that if such Monthly Payment is
not received by the Purchaser, whether from the Mortgagor directly or forwarded
by the Seller if the Mortgagor has submitted the payment to the Seller, by the
last day of the month in which such payment is due, the Seller shall be deemed
to have breached this warranty and representation with respect to such Mortgage
Loan and such breach shall further be deemed to materially and adversely affect
the value of such Mortgage Loan and the Purchaser's interest therein, and the
Seller shall, at the Purchaser's option and not later than five (5) Business
Days after receipt of notice from the Purchaser, repurchase such Mortgage Loan
at the Repurchase Price notwithstanding anything contained herein to the
contrary.  Nothing contained in this Section 3.2(b) shall in any way
limit any other rights of the Purchaser as provided hereunder;



(c)There are no delinquent taxes, water charges,
sewer rents, assessments, insurance premiums, leasehold payments, including
assessments payable in future installments, or other outstanding charges
affecting the related Mortgaged Property;



(d)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 are in the Mortgage File and have been or
will be recorded, if necessary to protect the interests of the Purchaser, and
which have been delivered to the Purchaser, all in accordance with this
Agreement.  The substance of any such waiver, alteration or modification has
been approved by the primary mortgage guaranty insurer, if any, and by the title
insurer, to the extent required by the related policy, and its terms are
reflected on the Mortgage Loan Schedule.  No Mortgagor has been released, in
whole or in part, except in connection with an assumption agreement approved by
the primary mortgage insurer, if any, and title insurer, to the extent required
by the policy, and which assumption agreement is part of the Mortgage File and
the terms of which are reflected in the Mortgage Loan Schedule, if executed
prior to the related Closing Date;



(e)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
no such right of rescission, set-off, counterclaim or defense has been asserted
with respect thereto;



(f)All buildings upon, or comprising part of, the
Mortgaged Property are insured by an insurer acceptable to the Agencies against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located, and such insurer
is licensed to do business in the state where the Mortgaged Property is located.
All such insurance policies (collectively, the "hazard insurance policy")
contain a standard mortgagee clause naming the Seller, its successors and
assigns as mortgagee and all premiums thereon have been paid.  If upon
origination of the Mortgage Loan, the Mortgaged Property was, or was
subsequently deemed to be, in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), which require under applicable law
that a flood insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration (or any successor thereto) be obtained,
such flood insurance policy is in effect which policy conforms to the
requirements of the Agencies.  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 obtain reimbursement
therefor from the Mortgagor.  Each Mortgage Loan has in place a fully-paid life
of loan flood certification from a Fannie Mae or Freddie Mac approved vendor,
assigned in care of the Purchaser, which provides for notification to the
Purchaser of changes in designated flood areas which would affect such Mortgage
Loan;



(g)Any and all requirements of any federal, state
or local law including, without limitation, usury, truth in lending, real estate
settlement procedures including, without limitation, the Real Estate Settlement
Procedures Act of 1974, as amended, consumer credit and privacy protection,
equal credit opportunity or disclosure laws applicable to the Mortgage Loan have
been complied with in all material respects;



(h)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;



(i)The Mortgage is a valid, existing and
enforceable first lien on the Mortgaged Property, including all improvements on
the Mortgaged Property, if any, 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 (as defined in clause (i) of such
definition) 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. The Seller
has full right to sell and assign the Mortgage to the Purchaser;



(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 the enforceability
thereof may be limited by bankruptcy, insolvency or reorganization;



(k)All parties to the Mortgage Note and the
Mortgage had the legal capacity to enter into the Mortgage Loan transaction 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 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;



(m)The Seller is the sole owner and holder of the
Mortgage Loan and the related Servicing Rights and is the custodian of the
related Escrow Account, if applicable.  The Mortgage Loan has neither been
assigned nor pledged to any person other than one of Seller's mortgage warehouse
lenders as identified by the Seller to the Purchaser, and the Seller has good
and marketable title thereto, and has full right to transfer and sell the
Mortgage Loan and the related Servicing Rights to the Purchaser free and clear
of any encumbrance, equity, 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 and the
related Servicing Rights to the Purchaser pursuant to the terms of this
Agreement;



(n)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) (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 or national bank having principal offices
in such state, or (iv) not deemed to be doing business in such state under
applicable law;



(o)The Mortgage Loan is covered by an ALTA
lender's title insurance policy acceptable to the Agencies, issued by a title
insurer acceptable to the Agencies and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (i)(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 against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage Note
and/or Mortgage providing for adjustment in the Mortgage Interest Rate and
Monthly Payment.  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 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 this 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;



(p)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 the Seller has not waived any default, breach, violation or
event of acceleration;



(q)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 with, the lien of
the related Mortgage;



(r)All improvements which were considered in
determining the Appraised Value (as defined in clause (i) of said definition) 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;



(s)Each Mortgage Loan was originated by a savings
and loan association, savings bank, commercial bank, credit union, insurance
company, or mortgage banking company which is supervised and examined by a
federal or state authority, or by a mortgage originator approved by the
Secretary of Housing and Urban Development pursuant to Sections 2.03 and 2.11 of
the National Housing Act;



(t)The origination, servicing and collection
practices 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 conducted in all
respects in accordance with the terms of Mortgage Note and in compliance with
all applicable laws and regulations and, unless otherwise required by law or a
Fannie Mae or Freddie Mac standard, in accordance with the proper, prudent and
customary practices in the mortgage origination and servicing business.  With
respect to the Escrow Accounts and Escrow Payments, if any, all such payments
are in the possession or under the control of the Seller and there exists 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.  All Mortgage Interest Rate adjustments
have been made in strict compliance with state and federal law and the terms of
the related Mortgage Note.  Any interest required to be paid pursuant to state
and local law has been properly paid and credited;



(u)The Mortgaged Property is free of material
damage and waste and there is no proceeding pending for the total or partial
condemnation thereof;



(v)The Mortgage and related Mortgage Note
contains customary and enforceable provisions to render the rights and remedies
of the holder thereof adequate for the realization against the Mortgaged
Property of the benefits of the security intended to be 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.  There is no 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;



(w)The Mortgage Note is not and has not been
secured by any collateral except the lien of the applicable Mortgage;



(x)The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan
application by an appraiser who meets the minimum requisite qualifications of
the Agencies for appraisers, duly appointed by the originator, 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; the appraisal is in a form acceptable to the
Agencies, with such riders as are acceptable to the Agencies; such appraisal was
conducted in compliance with all applicable laws and regulations and in
accordance with the proper, prudent and customary practices in the appraisal
business and represents the fair market value of the Mortgaged Property at the
time of origination of the related Mortgage Loan;



(y)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;



(z)No Mortgage Loan contains a permanent or
temporary "buydown" provision;



(aa)The Mortgagor has executed one or more
statements to the effect that the Mortgagor has received all disclosure
materials required by applicable law with respect to the making of the Mortgage
Loan.  The Seller shall maintain all such statements in the Mortgage File;



(bb)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;



(cc)If any Mortgage Loan is indicated in the
Transaction Documents as having a Primary Mortgage Insurance Policy, such policy
provides coverage in an amount at least equal to that which would be required by
the Agencies if such Mortgage Loan was being delivered for sale to, and
securitization by, each Agency.  In addition, and regardless if indicated in the
Transaction Documents, each Mortgage Loan with either an LTV at origination or a
current LTV (based on current market value and amortization) greater than eighty
percent (80.00%) is and will be subject to a Primary Mortgage Insurance Policy
which provides coverage in an amount at least equal to that which would be
required by the Agencies if such Mortgage Loan was being delivered for sale to,
and securitization by, each Agency.  With respect to any Mortgage Loan which
allows negative amortization, such Primary Mortgage Insurance Policy shall
contain provisions to cover the potential negative amortization of such Mortgage
Loan.  All provisions of any 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.  The
Mortgage Interest Rate for the Mortgage Loan is exclusive of any such insurance
premium;



(dd)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, have been made or obtained from the
appropriate authorities;



(ee)No action has been taken or failed to be
taken, no event has occurred and no state of facts exists or has existed on or
prior to the Closing Date (whether or not known to the Seller on or prior to
such date) which has resulted or will result in an exclusion from, denial of, or
defense to coverage under any Primary Mortgage Insurance Policy (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 Seller, the
related Mortgagor or any party involved in the application for such coverage,
including the appraisal, plans and specifications and other exhibits or
documents submitted therewith to the insurer under such insurance policy, or for
any other reason under such coverage, but not including the failure of such
insurer to pay by reason of such insurer's breach of such insurance policy or
such insurer's financial inability to pay;



(ff)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;



(gg)Any future advances made to the Mortgagor
prior to the related 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 the Agencies.  The consolidated principal amount does not exceed
the original principal amount of the Mortgage Loan;



(hh)If the Mortgaged Property is a condominium
unit or a planned unit development, such condominium or planned unit development
project meets the eligibility requirements of the Agencies;



(ii)The Mortgage Note and Mortgage are on forms
acceptable to either of the Agencies;



(jj)The Mortgaged Property is located in the
state indicated on the Mortgage Loan Schedule, and consists of a single parcel
of real property with a detached single family residence erected thereon, or an
individual condominium unit, or a 2-4 family dwelling or an individual unit in a
planned unit development as defined by Fannie Mae, none of which is a mobile
home or manufactured dwelling;



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



(ll)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;



(mm)The Seller has no knowledge of any circumstances
existing that could reasonably be expected to adversely affect the value or the
marketability of any Mortgaged Property or Mortgage Loan or to cause the
Mortgage Loans to prepay during any period materially faster or slower than the
mortgage loans of similar characteristics originated by the Seller
generally;



(nn)Each Mortgage Loan is covered by a valid and
transferable tax service contract with Transamerica, or such other vendor as may
be reasonably acceptable to the Purchaser, which may be assigned without the
payment of any fee by the Purchaser;



(oo)Each Mortgage Loan requires monthly payments sufficient to
fully amortize the original principal balance of the Mortgage Loan over the
original term of the Mortgage Loan as set forth in the related Mortgage Note and
each monthly payment is due on the first day of each month.  Unless
indicated in the Mortgage Loan Schedule otherwise, no Mortgage Loan has
negatively amortized nor shall any Mortgage Loan have any negative amortization
after the related Closing Date.  Except for any initial fixed term as indicated
in the Mortgage Loan Schedule, the Mortgage Interest Rate for each Adjustable
Rate Mortgage Loan adjusts annually in accordance with the related Mortgage
Note.  With respect to each Adjustable Rate Mortgage Loan, on each Interest
Adjustment Date, the Mortgage Interest Rate shall be adjusted to equal the Index
plus the Gross Margin (rounded up or down to the nearest 0.125%), subject to the
Periodic Mortgage Interest Rate Cap and the Lifetime Mortgage Interest Rate Cap
as set forth in the respective Mortgage Note and the Mortgage Loan Schedule.
Unless indicated in the Mortgage Loan Schedule otherwise, none of the Adjustable
Rate Mortgage Loans contain a provision allowing the Mortgagor to convert the
Mortgage Note from an adjustable rate mortgage loan to a Fixed Rate Mortgage
Loan. With respect to any Mortgage Loan which has been converted from an
Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan, such conversion
was done in strict accordance with the terms of the related Mortgage Note.   The
principal and interest due on each Mortgage Loan is calculated pursuant to the
standard amortization (30/360 day interest accrual) method, unless otherwise
provided in the Mortgage Note or applicable law;

 

(pp)Each Mortgage Loan conforms to, and at the
time of origination was underwritten in accordance with, the credit underwriting
guidelines as indicated in the Trade Confirmation and/or Purchase
Confirmation;



(qq)As of the related Closing Date, the Seller shall have
received neither actual nor constructive notice that either a Mortgage Loan will
be paid in full (whether by virtue of a demand statement or otherwise) or that
any Mortgagor has elected to convert the related Mortgage Loan into a Fixed Rate
Mortgage Loan in accordance with the terms of the related Mortgage Note;



(rr)Unless indicated on the related Trade Confirmation
and/or Purchase Confirmation, no Mortgage Loan is subject to the requirements of
Reg. Z, Section 226.32 of the Truth in Lending Act (12 C.F.R. Part 226.32);


(ss)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 or (b) paid by any source other than the Mortgagor or
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; none of the Mortgage Loans is currently subject to a completion escrow
and with respect to each Mortgage Loan which was subject to a completion escrow,
all appropriate forms were delivered and are contained in the Mortgage File,
including, without limitation, Agency Form 442.  



(tt)No Mortgage Loan is an "equity loan" within
the meaning of Section 50(a)(6), Article XVI of the Texas Constitution; 


(uu)No error, omission, misrepresentation, negligence,
fraud or similar occurrence with respect to a Mortgage Loan has taken place on
the part of the Seller or any other 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; no predatory or deceptive lending practices,
including, without limitation, the extension of credit without regard to the
ability of the borrower to repay and the extension of credit which has no
apparent benefit to the borrower, were employed in the origination of the
Mortgage Loan; and



(vv)Any agreement with any servicer of the Mortgage Loans
provides for the termination of the servicer on or prior to the related
Servicing Transfer Date without the payment of any termination fee or other
expense by the Purchaser.



Section 3.3Remedies for Breach of
Representations and Warranties.  The representations and warranties set
forth in Sections 3.1 and 3.2 shall survive the sale of the
Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or failure to examine any Mortgage
File.  Furthermore, the absence of the Seller in either the chain of title or
endorsement shall in no way limit the Purchaser's recourse against the Seller as
provided in this Section 3.3 for a breach of one or more of the Seller's
representations and warranties made herein.  With respect to the representations
and warranties contained in Article III that are made to the best of the
Seller's knowledge, if it is discovered by either the Seller or the Purchaser
that the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, the Purchaser shall be entitled to all the remedies to which it would be
entitled for a breach of representation or warranty, including, without
limitation, the repurchase requirements contained herein, notwithstanding the
Seller's lack of knowledge with respect to the inaccuracy at the time the
representation or warranty was made. For purposes of this Agreement, the term
"to the best of the Seller's knowledge" means that the Seller
reasonably believes such representation and warranty to be true, and has no
knowledge or notice that such representation or warranty is inaccurate or
incomplete, and, consistent with the standard of care exercised by prudent
lending institutions, the Seller has conducted a reasonable inquiry to assure
the accuracy and completeness of the applicable representation and warranty.
Without in any way limiting the generality of the foregoing, any repurchase
request made upon the Initial Purchaser by either Fannie Mae or Freddie Mac with
respect to any Mortgage Loan shall be deemed to be conclusive evidence of the
Seller's breach of one or more of its representations and warranties made by it
hereunder and shall further be deemed to materially and adversely affect the
value of any such Mortgage Loan, provided, however, that such repurchase request
relates to one or more of the representations and warranties set forth herein.
Without in any way limiting the generality of the foregoing, any repurchase
request made upon the Initial Purchaser by a subsequent purchaser of the
Mortgage Loans or a prospective purchaser's refusal to purchase any such
Mortgage Loan from the Initial Purchaser, which repurchase request or refusal,
as applicable, relates to a breach of any of the representations and warranties
contained in Section 3.2, then such repurchase request or refusal, as
applicable, shall be deemed to be conclusive evidence of the Seller's breach of
one or more of its representations and warranties made by it hereunder and shall
further be deemed to materially and adversely affect the value of any such
Mortgage Loan.  Without in any way limiting the generality of the foregoing, if
the first scheduled payment due subsequent to the Cut-off Date is not received
by the Purchaser, whether from the Mortgagor directly or forwarded by the Seller
if the Mortgagor has submitted the payment to the Seller, by the last day of the
month in which it is due, the Seller shall, at the Purchaser's option and not
later than five (5) Business Days after receipt of notice of such breach from
the Purchaser, repurchase such Mortgage Loan at the Repurchase Price.



Upon discovery by either the Seller or the Purchaser
of a breach of any of the foregoing representations and warranties which
materially and adversely affects the value of one or more of the Mortgage Loans
or the Purchaser's interest therein, the party discovering such breach shall
give prompt written notice to the other.  The Seller shall have a period of
sixty (60) days from the earlier of the discovery of a breach by the Seller or
the receipt by the Seller of notice of a breach within which to correct or cure
such breach.  If any such breach cannot be corrected or cured within such sixty
(60) day period, the Seller shall, at the Purchaser's option and not later than
sixty (60) days after its discovery or its receipt of notice of such breach,
repurchase such Mortgage Loan at the Repurchase Price.  In the event that a
breach shall involve any representation or warranty set forth in Section
3.1 and such breach cannot be cured within sixty (60) days of the earlier of
either discovery by or notice to the Seller of such breach, all of the Mortgage
Loans shall, at the Purchaser's option, be repurchased by the Seller at the
Repurchase Price.  Any repurchase of a Mortgage Loan(s) pursuant to the
foregoing provisions of this Section 3.3 shall be accomplished by wire
transfer of immediately available funds on the repurchase date to an account
designated by the Purchaser.



At the time of repurchase, the Purchaser and the
Seller shall arrange for the reassignment of the repurchased Mortgage Loan to
the Seller and the delivery to the Seller of any documents held by the Purchaser
or its custodian relating to such Mortgage Loan. The Seller shall,
simultaneously with such reassignment, give written notice to the Purchaser that
such repurchase has taken place.



Any cause of action against the Seller relating to or
arising out of the breach of any representations and warranties made in
Sections 3.1 or 3.2 shall accrue as to any Mortgage Loan upon (i)
discovery of such breach by the Purchaser or notice thereof by the Seller to the
Purchaser, (ii) failure by the Seller to cure such breach or repurchase such
Mortgage Loan as specified above, and (iii) demand upon the Seller by the
Purchaser for compliance with the relevant provisions of this Agreement.



Section 3.4Indemnification of the
Purchaser.  In addition to the repurchase obligations set forth in
Section 3.3, the Seller shall defend and indemnify the Purchaser and hold
it harmless against any losses, damages, penalties, fines, forfeitures,
judgments and any related costs including, without limitation, reasonable and
necessary legal fees, resulting from any claim, demand, defense or liability
based upon or arising out of any act or omission on the part of the Seller in
receiving, processing, funding or servicing any Mortgage Loan, or from any
assertion based on, grounded upon or resulting from a breach or alleged breach
of any of the Seller's representations and warranties contained in this
Article III.  Without limiting in any way the repurchase obligations of
the Seller set forth in Section 3.3 and indemnification obligations of
the Seller set forth in this Section 3.4, the Purchaser shall have the
right to offset from any amount it owes or is otherwise required to pay to the
Seller hereunder or under any other agreement with the Seller any amount that
the Seller owes or is otherwise required to pay to the Purchaser hereunder or
under any other agreement with the Purchaser.  In addition to the obligations of
the Seller set forth in this Article III, the Purchaser may pursue any
and all remedies otherwise available at law or in equity, including, but not
limited to, the right to seek damages.



Section 3.5Prepayment and Conversion
Protection.  In the event that any of the Mortgage Loans are (i) paid in
full or (ii) converted to a Fixed Rate Mortgage Loan, in either case, on or
prior to the Servicing Transfer Date, or (iii) subject to a breach of the
representation set forth in Section 3.2(qq), the Seller shall, with
respect to each such Mortgage Loan, pay to the Purchaser the product of (a) the
positive difference, if any, between the Purchase Price Percentage (subject to
any adjustments as contemplated in the Transaction Documents) and 100%, times
(b) the unpaid principal balance of such Mortgage Loan at the time such Mortgage
Loan is paid in full or converted, as applicable (the "Premium
Recapture Amount").  In the event any Mortgage Loan is paid in full after
the related Cut-off Date and on or prior to the related Closing Date, the Seller
shall, in addition to the Premium Recapture Amount, pay the Purchaser the
accrued interest paid by the Purchaser for such Mortgage Loan.  Nothing
contained in this Section 3.5 shall in any way limit the rights of the
Purchaser to all collections and recoveries of principal and interest received
or applied to any Mortgagor's account and the Seller's obligation to remit such
recoveries of principal and interest to the Purchaser as provided in
Section 2.3.  The rights conferred to the Purchaser under this
Section 3.6 shall be in addition to those rights conferred to the
Purchaser under Section 3.2(b), the Trade Confirmation and/or the
Purchase Confirmation.



Section 3.6Payment Default
Protection.  If the first Monthly Payment with a Due Date subsequent to
the Closing Date is not received by the Purchaser, whether from the Mortgagor
directly or forwarded by the Seller if the Mortgagor has submitted the payment
to the Seller, by the last day of the month in which such payment is due, the
Seller shall, at the Purchaser's option and not later than five (5) Business
Days after receipt of notice from the Purchaser, repurchase such Mortgage Loan
at the Repurchase Price.  The rights conferred to the Purchaser under this
Section 3.6 shall be in addition to those rights conferred to the
Purchaser under Section 3.2(b), the Trade Confirmation and/or the
Purchase Confirmation.



Section 3.7Post-Closing Appraisal
Review.  Without in any way limiting or affecting any rights and
remedies of the Purchaser, including, without limitation, the remedies accorded
the Purchaser under Section 3.3 of this Agreement, the Purchaser shall
have the right, within thirty (30) days after the related Closing Date, or the
date on which the appraisal in the Mortgage File relating to the Mortgaged
Property is received by the Purchaser from the Seller, whichever is later, to
obtain an appraisal, broker's price opinion, drive-by appraisal or any other
comparable valuation measure with respect to any Mortgaged Property
(collectively, the "Review Appraisal").  If the value of a Mortgaged
Property as of the date of the original appraisal, as determined by the Review
Appraisal, is less than the value of the appraisal in the Mortgage File by (i)
ten percent (10%) or more for a Mortgage Loan with an original LTV of less than
or equal to eighty percent (80%) or (ii) five percent (5%) or more for a
Mortgage Loan with an original LTV of greater than eighty percent (80%), the
Purchaser may, at the Purchaser's sole option, notify the Seller of the variance
by providing the Seller with a copy of the Review Appraisal.  Upon the Purchaser
giving such notice of the variance to the Seller, the Seller shall repurchase
the Mortgage Loan at the Repurchase Price not later than ten (10) Business Days
after the Seller's receipt of such notice from the Purchaser.  The rights
conferred to the Purchaser under this Section 3.6 shall be in addition to
those rights conferred to the Purchaser under Section 3.2(b), the Trade
Confirmation and/or the Purchase Confirmation.



Section 3.8Post-Closing Examination of Mortgage
Loans.  As may be indicated in the related Purchase Confirmation, the
parties may agree that the Purchaser shall have the right, after the Closing
Date, to review the Mortgage File (and such other documents) for each Mortgage
Loan in a Mortgage Loan Package and, based on its review, request the Seller to
repurchase any Mortgage Loan which the Purchaser, in its sole discretion,
determines not to be in compliance with each of the representations and
warranties contemplated in the Transaction Documents or which is otherwise
unsatisfactory.  With respect to any Mortgage Loan reviewed by the Purchaser on
a post-closing basis which the Seller is obligated to repurchase from the
Purchaser hereunder, the Seller shall, within five (5) Business Days of the
Purchaser's request therefor, repurchase any such Mortgage Loan at the
Repurchase Price. 



 

ARTICLE IV



INTERIM SERVICING OF THE MORTGAGE LOANS



Section 4.1General.  The
Mortgage Loans will be purchased by the Purchaser and sold by the Seller on a
servicing-released basis and the purchase of the Mortgage Loans by the Purchaser
shall, for all purposes, include all Servicing Rights relating thereto. From the
related Closing Date to the Servicing Transfer Date, the Seller shall interim
service the Mortgage Loans in strict accordance with the terms of this Agreement
and, to the extent not inconsistent herewith, the servicing standards of the
Agencies.  Without limiting the generality of the foregoing, the Seller shall
not take, or fail to take, any action which would result in the Purchaser's
interest in the Mortgage Loans being adversely affected.  It is expressly
understood by the Seller that, during the Interim Servicing Period, the
Purchaser may either securitize the Mortgage Loans (whether into one or more
Fannie Mae or Freddie Mac mortgage backed securities) with such securities to be
issued during the Interim Servicing Period or market the Mortgage Loans for sale
to a whole loan investor and, as such, the Seller agrees to comply with all
reasonable requests of the Purchaser made prior to the related Servicing
Transfer Date in order to effectuate the foregoing including, without
limitation, any request for information or documentation in connection with any
Mortgage Loan which the Purchaser deems is necessary to carry out the foregoing
including, without limitation, all HMDA data required by the Agencies.



Section 4.2Reporting and
Remittance.  Within five (5) Business Days following the conclusion of
each calendar month reporting and remittance cycle occurring during the Interim
Servicing Period (each, a "Reporting Cycle"), if any, the Seller shall
forward to the Purchaser with respect to the Mortgage Loans a full set of tapes
and a trial balance as of the end of each such Reporting Cycle, which tapes and
trial balance shall include information relating to all payment and other
activity on the Mortgage Loans.  With respect to any payments of principal or
interest (including all prepayments) received, or applied to any Mortgagor's
account, by the Seller during the Interim Servicing Period (or prior to the
Closing Date, if any such payments were not reflected in the calculation of the
Purchaser Proceeds), the Seller shall remit to the Purchaser all such payments
of principal and interest on the Mortgage Loans no later than the fifth (5th)
day of the month following the conclusion of each Reporting Cycle and, with
respect to the month in which the related Servicing Transfer Date occurs, no
later than the fifth (5th) Business Day thereafter.



Section 4.3Whole Loan Transfers or Pass-Through
Transfers.  The Seller and the Purchaser agree that with respect to some
or all of the Mortgage Loans, the Purchaser may effect either one or more Whole
Loan Transfers, and/or one or more Pass-Through Transfers.



(a)Whole Loan Transfers.  With respect to each
Whole Loan Transfer entered into by the Purchaser, the Seller agrees:


(i)to cooperate reasonably with the Purchaser and any
prospective purchaser with respect to all reasonable requests;



(ii)to execute or acknowledge, at the Purchaser's
discretion, an assignment by the Purchaser to a successor purchaser of some or
all of the Mortgage Loans, which Mortgage Loans will be assigned subject to the
representations and warranties set forth in this Agreement; and



(iii)to restate on the Reconstitution Date, all
representations and warranties made by the Seller pursuant to this Agreement
with respect to the Mortgage Loans and with respect to the Seller itself.








(b)Pass Through Transfers. The Purchaser and
the Seller agree that in connection with the completion of a Pass-Through
Transfer, the Seller shall:


(i)provide the Purchaser with a certificate of a duly
appointed officer of Seller that restates on the Reconstitution Date all
representations and warranties made by the Seller pursuant to this Agreement
with respect to the Mortgage Loans and with respect to the Seller itself,
together with any additional representations and warranties which may be
required to be made by it in connection with the Pass-Through Transfer;



(ii)if the Seller is required to be a party to any of the
Reconstitution Agreements, to execute any Reconstitution Agreement required to
effectuate the foregoing; 



(iii)provide to any master servicer or trustee, as
applicable, and/or the Purchaser any and all publicly available information
and appropriate verification of information which may be reasonably available to
the Seller, whether through letters of its auditors and counsel or otherwise, as
the Purchaser, trustee or a master servicer shall reasonable request as to the
related Mortgage Loans; and




(iv)provide all other assistance reasonably requested by
the Purchaser in connection with completion of the Pass-Through Transfer.








With respect to any Pass-Through Transfer, the Purchaser
shall be entitled to include in any disclosure document any information provided
by the Seller and the Seller acknowledges and agrees that the related investors
will be permitted to rely on such information.  If the Purchaser determines that
the Seller is required to be a party to any Reconstitution Agreement, the Seller
shall execute such Reconstitution Agreement within a reasonable period of time,
but in no event shall such time exceed ten (10) Business Days after
mutual agreement between the Purchaser and the Seller as to the terms thereof.  In addition to the foregoing, the
Seller acknowledges that the Purchaser may complete a Pass-Through Transfer on
or prior to the Servicing Transfer Date.  In such event, the Seller agrees to
undertake all additional obligations as may become necessary to facilitate the
Pass-Through Transfer, including, without limitation, the assumption of the
obligation to act as "master servicer" for the period starting on the
closing of the Pass-Through Transfer through and including the Servicing
Transfer Date and the preparation, execution and approval of all documents and
disclosures incident thereto.



(c)Continuing Liabilities.  All of the
Mortgage Loans, including those Mortgage Loans that are subject to a Pass-Through Transfer or a Whole Loan Transfer, shall continue to be subject to this
Agreement, and with respect thereto, this Agreement shall remain in full force
and effect.  In no event shall the Seller be relieved of its obligations set
forth in Article III hereof.



 

 

ARTICLE V



TRANSFER OF SERVICING RIGHTS 



Section 5.1Transfer of Servicing.
The Seller agrees to act reasonably, in good faith and in accordance with all
applicable laws and regulations and to do all things necessary to effect the
transfer of the Servicing Rights to the Purchaser on the related Servicing
Transfer Date including, without limitation, complying with all instructions
provided by the Purchaser relating to the transfer of the Servicing Rights.




Section 5.2Obligations of the Seller
Prior to the Servicing Transfer Date.  Without limiting the generality
of Section 5.1, the Seller shall take, or cause to be taken, the
following actions with respect to the Mortgage Loans prior to the related
Servicing Transfer Date (or within such time as may otherwise be specified
below) in order to effect the transfer of the Servicing Rights to the Purchaser
on the related Servicing Transfer Date:



(a)Preliminary Test Tape.  On or prior to
the related Closing Date, the Seller shall forward to the Purchaser a
preliminary test tape (including master file, escrow file, payee file, ARM
master file, ARM history, all HMDA data required by the Agencies, etc.)
containing all of the Mortgage Loans as of the date mutually agreed upon by the
Seller and the Purchaser.  The preliminary test tape shall include all field
descriptions and record layouts;



(b)Notice to Hazard Insurers.  The Seller
shall inform by written notice all hazard insurance companies and/or their
agents of the transfer and request a change in the loss payee mortgage
endorsement clause to the Purchaser's name.  The Seller shall provide the
Purchaser with a copy of the notification letter and an officer's written
certification that all hazard insurance companies have been notified by an
identical letter;



(c)Notice to Mortgage Insurance
Companies.  The Seller shall inform by written notice all mortgage insurance
companies providing any Primary Mortgage Insurance Policy of the change in
insured's name on each such policy to the Purchaser's name. The Seller shall
provide the Purchaser with a copy of one notification letter and an officer's
written certification that all such mortgage insurance companies have been
notified by an identical letter;



(d)Tax Service Contracts.  The Seller
shall have obtained a life of loan, transferable real estate tax service
contract with a tax service company reasonably acceptable to the Purchaser on
all of the Mortgage Loans and shall assign all such contracts to the Purchaser
or, in the alternative, the Seller shall notify the Purchaser as to any
Mortgage Loans for which it has not procured the requisite contract and shall
pay to the Purchaser a fee for each such Mortgage Loan equal to the fee or
premium that is customarily charged for each such contract, as determined by the
Purchaser in its reasonable discretion;



(e)Flood Certifications.  The Seller shall
have obtained a life of loan, transferable flood certification contract for each
Mortgage Loan and shall assign all such contracts to the Purchaser or, in
the alternative, the Seller shall notify the Purchaser as to any Mortgage Loans
for which it has not procured the flood certification referenced above and shall
pay to the Purchaser a fee for each such Mortgage Loan equal to the fee that is
customarily charged for each such contract, as determined by the Purchaser in
its reasonable discretion;



(f)Notice to Mortgagors.  The
Seller shall, no later than fifteen (15) days prior to the related Servicing
Transfer Date, inform in writing all Mortgagors of the change in servicer from
the Seller to the Purchaser, all in accordance with applicable law.  The Seller
shall obtain the Purchaser's approval of the form of such notifications prior to
their mailing.  The Seller acknowledges that the Purchaser's review of this
notice shall not be a review for statutory or regulatory compliance purposes,
and that the Seller shall have the sole responsibility for such compliance.  The
Seller shall provide the Purchaser with a copy of one notification letter and an
officer's written certification that all Mortgagors have been notified by an
identical letter;



(g)Payment of Real Estate Taxes.  The
Seller shall make or cause to be made all payments of all real estate taxes on
the Mortgage Loans which (i) will be delinquent on or prior to the related
Servicing Transfer Date, (ii) are required to be paid within thirty (30) days
after the related Servicing Transfer Date to receive a discount, or (iii) will
be delinquent within thirty (30) days after the related Servicing Transfer Date.
If tax bills have not been received by the Seller by the related Servicing
Transfer Date on any Mortgage Loans subject to this subsection, the Seller shall
obtain and pay all tax bills subsequent to the related Servicing Transfer Date
and the Purchaser will promptly reimburse the Seller upon receipt from the
Seller of documentation evidencing such payment.  On non-impounded accounts, the
Seller shall ensure that all taxes which would otherwise be delinquent by the
related Servicing Transfer Date, if not paid by such date, have been paid.  With
respect to each of the Mortgage Loans which do not have an impound or escrow
account maintained for the payment of taxes and insurance, the Seller shall hold
harmless and indemnify the Purchaser against any and all costs, expenses,
penalties, fines, damages and judgments of whatever kind arising from the
Seller's failure to pay, or cause to be paid, any delinquent taxes or tax
penalties outstanding as of the related Servicing Transfer Date;



(h)Payment of Insurance Premiums.
The Seller shall pay all hazard and flood insurance and Primary Mortgage
Insurance Policy premiums required to be paid prior to the Servicing Transfer
Date or within thirty (30) days after the Servicing Transfer Date on all
impounded accounts relating to the Mortgage Loans and shall ensure that all
premiums required to be paid prior to the Servicing Transfer Date by the
Mortgagors on non-impounded accounts have been paid.  With respect to each of
the Mortgage Loans which do not have an impound or escrow account maintained for
the payment of taxes and insurance, the Seller shall hold harmless and indemnify
the Purchaser against any and all costs, expenses, penalties, fines, damages and
judgments of whatever kind arising from the Seller's failure to ensure that the
related Mortgagor is maintaining adequate insurance coverage on the Mortgaged
Property at all times prior to the Servicing Transfer Date in accordance with
the terms of the any document contained in the Mortgage File or any applicable
law or regulation including, without limitation, adequate flood insurance
coverage for all Mortgaged Properties located within an "A" or "V" flood hazard
area;



(i) ARM Adjustments.  With respect to each
Adjustable Rate Mortgage Loan whose index value for any Interest Adjustment Date
is available on or prior to the related Servicing Transfer Date, the Seller
shall make all such adjustments and shall inform the related Mortgagors of such
adjustments; 



(j)Notice to Sub-servicers.  On or prior
to the related Closing Date, the Seller shall inform by written notice all sub-
servicers who perform servicing obligations with respect to the Mortgage Loans
of the sale of the Mortgage Loans to the Purchaser and of the transfer of the
Servicing Rights to the Purchaser on the related Servicing Transfer Date. The
Seller shall provide the Purchaser with a copy of the notification letter and an
officer's certification that all sub-servicers have been notified by an
identical letter; and



(k)Mortgage Loans in Litigation.  On or
prior to the related Servicing Transfer Date, the Seller shall (i) deliver
written notification to the Purchaser of any Mortgage Loan in litigation
(including, without limitation, bankruptcy and foreclosure proceedings) as of
the Servicing Transfer Date, including in such written notification the names
and addresses of all parties involved in such litigation and all documents
related to such litigation, (ii) if requested by the Purchaser, notify the clerk
of the court and all counsel of record involved in such litigation that
ownership of such Mortgage Loan has been transferred to the Purchaser, and (iii)
if requested by the Purchaser, cooperate with the Purchaser and cause the filing
of appropriate court documents to substitute the Purchaser's attorney for the
Seller's attorney and remove the Seller as a party to the litigation and
substitute the Purchaser as the real party in interest. 



Section 5.3Obligations of the Seller
after the Servicing Transfer Date.  Without limiting the generality of
Section 5.1, the Seller shall take, or cause to be taken, the following
actions with respect to the Mortgage Loans within three (3) Business Days
following the related Servicing Transfer Date (or within such time as may
otherwise be specified below):



(a)Tape.  The Seller shall furnish to the
Purchaser all available computer or like records requested by the Purchaser
reflecting the status of payments, balances and other pertinent information with
respect to the Mortgage Loans as of the related Servicing Transfer Date
(including, without limitation, (i) master file, (ii) escrow file, (iii) payee
file, which includes comprehensive tax and insurance information identifying
payee, payee address, next payment due date, next amount payable and policy
number/parcel number, (iv) ARM master file, (v) ARM history, and (vi) all HMDA
data required by the Agencies).  Such records shall include magnetic tapes
reflecting all computer files maintained on the Mortgage Loans and shall include
hard copy trial balance reports as specifically requested by the Purchaser;



(b)Mortgage File.  If the Seller has
not already done so, the Seller shall have forwarded a complete Mortgage File
with respect to each Mortgage Loan;



(c)Accounting Reports.  The Seller
shall furnish to the Purchaser copies of all accounting reports relating to the
Mortgage Loans as of the related Servicing Transfer Date including, without
limitation, a trial balance and reports of collections, delinquencies, prepaids,
curtailments, escrow payments, escrow balances, partial payments, partial
payment balances and other like information with respect to the Mortgage
Loans;



(d)Other Documentation.  The Seller shall
provide the Purchaser any and all further documents reasonably required by the
Purchaser in order to fully transfer to the Purchaser possession of all tangible
evidence of the Servicing Rights and escrow, impound and trust funds transferred
hereunder;



(e)Transfer of Escrow Funds and Other
Proceeds.  The Seller shall transfer to the Purchaser, by wire transfer to
the account designated by the Purchaser, an amount equal to the sum of (i) the
Net Escrow Payments, (ii) all undistributed insurance loss draft funds, (iii)
all unapplied funds received by the Seller, (iv) all unapplied interest on
escrow balances accrued through the related Servicing Transfer Date, (v) all
buydown funds held by the Seller as of the related Servicing Transfer Date, and
(vi) all other amounts held by the Seller with respect to the Mortgage Loans as
of the related Servicing Transfer Date for which the Seller is not entitled to
retain (collectively, the "Escrow Proceeds").  Within five (5)
Business Days following the Purchaser's receipt of the Escrow Proceeds, the
Seller and the Purchaser shall resolve any discrepancies between the Seller's
accounting statement and the Purchaser's reconciliation with respect thereto.
No later than ten (10) Business Days following the related Servicing Transfer
Date, the Seller or the Purchaser, as the case may be, shall transfer to the
other, by wire transfer to the designated account, any amounts to which the
other party is entitled; and



(f)Mortgage Payments Received After Servicing
Transfer Date.  The Seller shall promptly forward to the Purchaser any
payment received by it after the related Servicing Transfer Date with respect to
any of the Mortgage Loans, whether such payment is in the form of principal,
interest, taxes, insurance, loss drafts, insurance refunds, etc., in the
original form received, unless such payment has been received in cash or by the
Seller's lock box facility, in which case the Seller shall forward such payment
in a form acceptable to the Purchaser.  The Seller shall notify the Purchaser of
the particulars of the payment, which notification shall set forth sufficient
information to permit timely and appropriate processing of the payment by the
Purchaser.



 

 

ARTICLE VI



MISCELLANEOUS



Section 6.1Notices.  All
demands, notices and communications required to be provided hereunder shall be
in writing and shall be deemed to have been duly given if mailed, by registered
or certified mail, postage prepaid, and return receipt requested, or, if by
other means, when received by the other party at the address as follows:


(i)if to the Seller:


To the address and contact set forth in the
related Purchase Confirmation.



With a copy to:
General Counsel



(ii)if to the Purchaser:

Countrywide Home Loans, Inc.

                                   4500 Park Granada

                                   Calabasas, California 91302

                                   Attn: Mr. Michael W. Schloessmann, Vice  President


With a copy to: General Counsel






or such other address as may hereafter be furnished to the
other party by like notice.  Any such demand, notice or communication hereunder
shall be deemed to have been received on the date delivered to or received at
the premises of the addressee (as evidenced, in the case of registered or
certified mail, by the date noted on the return receipt).



Section 6.2Intention of the
Parties.  Pursuant to this Agreement, the Purchaser is purchasing, and
the Seller is selling the Mortgage Loans and not a debt instrument of the Seller
or any other security.  Accordingly, the Seller and the Purchaser shall each
treat the transaction for federal income tax purposes as a sale by the Seller,
and a purchase by the Purchaser, of the Mortgage Loans and the Servicing Rights.
The Purchaser shall have the right to review the Mortgage Loans and the related
Mortgage Loan Files to determine the characteristics of the Mortgage Loans which
shall affect the federal income tax consequences of owning the Mortgage Loans
and the Servicing Rights and the Seller shall cooperate with all reasonable
requests made by the Purchaser in the course of such review.



Section 6.3Exhibits.  The
exhibits to this Agreement are hereby incorporated and made a part hereof and
are an integral part of this Agreement.



Section 6.4General Interpretive
Principles.  For purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:



(a)the terms defined in this Agreement have the
meanings assigned to them in this Agreement and include the plural as well as
the singular, and the use of any gender herein shall be deemed to include the
other gender;



(b)accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted accounting
principles;



(c)references herein to "Sections," "Subsections,"
"Paragraphs," and other Subdivisions without reference to a document are to
designated Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;



(d)reference to a Subsection without further
reference to a Section is a reference to such Subsection as contained in the
same Section in which the reference appears, and this rule shall also apply to
Paragraphs and other subdivisions;



(e)the words "herein," "hereof," "hereunder" and
other words of similar import refer to this Agreement as a whole and not to any
particular provision; and



(f)the term "include" or "including" shall mean
without limitation by reason of enumeration.



Section 6.5Reproduction of
Documents.  This Agreement and all documents relating thereto,
including, without limitation, (a) consents, waivers and modifications which may
hereafter be executed, (b) documents received by any party at the closing, and
(c) financial statements, certificates and other information previously or
hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process.  The
parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.



Section 6.6Further Agreements.
The Seller shall execute and deliver to the Purchaser and the Purchaser shall
execute and deliver to the Seller such reasonable and appropriate additional
documents, instruments or agreements as may be necessary or appropriate to
effectuate the purposes of this Agreement.



Section 6.7Execution of
Agreement.  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. This Agreement
shall be deemed binding when executed by both the Purchaser and the Seller.
Telecopy signatures shall be deemed valid and binding to the same extent as the
original.



Section 6.8Successors and
Assigns.  This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser and the respective permitted
successors and assigns of the Seller and the successors and assigns of the
Purchaser.  This Agreement shall not be assigned, pledged or hypothecated by the
Seller without the consent of the Purchaser.  This Agreement may be assigned,
pledged or hypothecated or otherwise transferred or encumbered by the Purchaser,
in whole or part, without the consent of the Seller.  If the Purchaser assigns
all of its rights as the Purchaser hereunder relating to some or all of the
Mortgage Loans, the assignee of the Purchaser, upon notification to the Seller,
will become the "Purchaser" hereunder with respect to such Mortgage
Loans assigned hereby.  



Section 6.9Severability Clause.
Any part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.  Any part, provision, representation or warranty of
this Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any relevant jurisdiction shall be ineffective, as to such
jurisdiction, to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction as to any Mortgage Loan shall not
invalidate or render unenforceable such provision in any other jurisdiction.  To
the extent permitted by applicable law, the parties hereto waive any provision
of law which prohibits or renders void or unenforceable any provision
hereof.



Section 6.10Costs.  The Purchaser
shall pay any commissions due its salesmen and the legal fees and expenses of
its attorneys and expenses of its custodian.  All other costs and expenses
incurred in connection with the transfer and delivery of the Mortgage Loans,
including recording fees, fees for title policy endorsements and continuations
and the Seller's attorney's fees, shall be paid by the Seller.


Section 6.11Attorneys' Fees.  If
any claim, legal action or any arbitration or other proceeding is brought for
the enforcement of this Agreement or because of a dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that claim, action or proceeding, in
addition to any other relief to which such party may be entitled. 



Section 6.12Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of California applicable to agreements entered into and wholly
performed within said jurisdiction.



Section 6.13Survival.  All covenants,
agreements, representations and warranties made herein shall survive the
execution and delivery of this Agreement. 



Section 6.14Conflicts between Transaction
Documents.  In the event of any conflict, inconsistency or ambiguity
between the terms and conditions of this Agreement and either the Trade
Confirmation or Purchase Confirmation, the terms of the Trade Confirmation or
Purchase Confirmation, as the case may be, shall control.  In the event of any
conflict, inconsistency or ambiguity between the terms and conditions of the
Trade Confirmation and the Purchase Confirmation, the terms of the Purchase
Confirmation shall control.



Section 6.15Entire Agreement.  This
Agreement and the related Trade Confirmation and Purchase Confirmation
constitute the entire understanding between the parties hereto with respect to
each Mortgage Loan Package and supersede all prior or contemporaneous oral or
written communications regarding same.  The Seller and the Purchaser understand
and agree that no employee, agent or other representative of the Seller or the
Purchaser has any authority to bind such party with regard to any statement,
representation, warranty or other expression unless said statement,
representation, warranty or other expression is specifically included within the
express terms of this Agreement or the related Trade Confirmation or Purchaser
Confirmation.  Neither this Agreement nor the Trade Confirmation nor the
Purchase Confirmation shall be modified, amended or in any way altered except by
an instrument in writing signed by both parties.



Section 6.16Confidentiality.  The
Seller and the Purchaser hereby acknowledge and agree that this Agreement shall
be kept confidential and its contents will not be divulged to any party without
the other party's consent except to the extent that it is appropriate for the
Seller or the Purchaser to do so in working with legal counsel, auditors, taxing
authorities or other governmental agencies. 



Section 6.17No Solicitation.  From
and after the related Closing Date, the Seller agrees that it will not take any
action or cause any action to be taken by any of its employees, agents or
affiliates, or by any independent contractors acting on the Seller's behalf, to
solicit in any manner whatsoever any Mortgagor for any purpose, including,
without limitation, to prepay or refinance a Mortgage Loan.  It is understood
and agreed by the Seller and the Purchaser that all rights and benefits relating
to the solicitation of any Mortgagors shall be transferred to the Purchaser
pursuant hereto on the Closing Date and the Seller shall take no action to
undermine these rights and benefits.  The Seller shall use its best efforts to
prevent the sale of the name of any Mortgagor to any person or entity.



Section 6.18Non-Circumvention.  The
Seller and the Purchaser understand and agree that the Purchaser may introduce
prospective buyers of the Mortgage Loans to the Seller, that such buyers are
customers of the Purchaser and that relationships of the Purchaser to such
buyers are confidential.  The Seller agrees with respect to a particular buyer
of the Mortgage Loans, the Seller will not, for the purpose of buying and
selling other mortgage loans communicate with or sell such other mortgage loans
to such buyer unless such buyer is or has been independently introduced to the
Seller or the Seller has had previous dealings (other than any transactions
involving the Purchaser) with such buyer.



(SIGNATURE PAGE TO FOLLOW)



 

IN WITNESS WHEREOF, the Seller and the Purchaser have
caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the date first above written.



COUNTRYWIDE HOME LOANS, INC.,

the Purchaser



 

By: _____________________

Michael W. Schloessmann

Vice President



 

E-LOAN, INC.,

the Seller



 

By: _____________________

Name:

Title:
















EXHIBIT A



FORM OF FUNDING SCHEDULE



COUNTRYWIDE HOME LOANS, INC.



Funding Schedule



________________________________



Closing Date [_______________]



 

The Purchase Proceeds due to the Seller for the Mortgage
Loans is calculated as follows:


	
1)
	
Aggregate Principal Balance of Mortgage Loans as of
[CUT-OFF DATE]:
	
$[AMOUNT]

	
2)
	
Purchase Price Percentage:

	
[PERCENTAGE]%

	
3)
	
Purchase Price Proceeds:

	
$[AMOUNT]

	
4)
	
Accrued Interest @ [xxx]%:

	
$[AMOUNT]

	
5)
	
Total Purchase Proceeds (Item 3 + Item 4):

	
$[AMOUNT]





The Seller hereby instructs the Purchaser to wire the Purchase Proceeds
to the account designated below on the date hereof:


[WIRE INSTRUCTIONS]


Agreed to and Accepted by:


	
__________________________

	
COUNTRYWIDE HOME LOANS, INC.


	
By: _____________________

Name:

Title:

	
By: _____________________

Name:

Title:





 

CHL Internal      _________________________


                   _________________________

                   _________________________

                   _________________________

                   _________________________


















EXHIBIT B



FORM OF OFFICER'S CERTIFICATE



I, ___________, hereby certify that I am a duly elected
________________ of _________________, a ____________ corporation (the
"Seller"), and further certify on behalf of the Seller as follows:

1.  Attached hereto are true and correct copies of the
Certificate of Incorporation and Bylaws of the Seller as in full force and
effect on the date hereof. 


2.  Each person who, as an officer or attorney-in-fact of the
Seller, signed (a) the Mortgage Loan Purchase Agreement (the "Purchase
Agreement") dated as of ____________________, by and between the Seller and
Countrywide Home Loans, Inc., (b) the Purchase Confirmation (the "Purchase
Confirmation") dated as of ____________________, by and between the Seller
and Countrywide Home Loans, Inc., and (c) any other document delivered prior
hereto or on the date hereof in connection with the sale and servicing of
Mortgage Loans in accordance with the Purchase Agreement and/or Purchase
Confirmation was, at the respective times of such signing and delivery, and is
as of the date hereof, duly elected or appointed, qualified and acting as such
officer or attorney-in-fact.


3.  Set forth below is the name, title and specimen signature
of the person who has been duly elected and qualified to serve in the capacity
set forth opposite his or her name:





	

Name

	

Title

	

Signature


	

_____________________

	

_____________________

	

_____________________


	

_____________________

	

_____________________

	

_____________________


	

_____________________

	

_____________________

	

_____________________






, and the signatures of such persons appearing on such
documents are their genuine signatures.


4.  All of the representations and warranties of the Seller
contained in Article III of the Purchase Agreement and/or the Purchase
Confirmation were true and correct in all material respects as of the related
Closing Date of the Purchase Agreement and Purchase Confirmation.


5.  The Seller has performed all of its duties and has
satisfied all of the material conditions on its part to be performed or
satisfied prior to the Closing Date pursuant to the Purchase Agreement and/or
Purchase Confirmation.




All capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Purchase Agreement. 


IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the seal of the Seller.

Dated:  ________________,
200________________________________
By:  ____________________________

Its:  ____________________________















I, ___________, Secretary of _________________, hereby
certify that __________ is a duly elected, qualified and acting
_____________________ of _____________________ and that the signature appearing
above is his or her genuine signature.  


IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:  ________________,
200________________________________
By:  ____________________________

Its:  ____________________________





























EXHIBIT C



FORM OF AUTHORIZED SIGNATORIES AGREEMENT




This Authorized Signatories Agreement is dated and effective
as of ____________, 200_, between [SELLER], (the "Seller"), and
Countrywide Home Loans, Inc. (the "Purchaser").



RECITALS






	The Seller has sold, or proposes to sell from time to
time, to the Purchaser certain mortgage loans including the servicing rights
related thereto (the "Mortgage Loans") in accordance with terms and
conditions of that certain Mortgage Loan Purchase Agreement dated August ___,
2002 by and between the Seller and the Purchaser (the "Purchase
Agreement").




	To facilitate the transfer and assignment of the Mortgage
Loans from the Seller to the Purchaser under the Purchase Agreement, the Seller
desires to appoint specific individuals employed by the Purchaser as authorized
signatories (collectively, the "Authorized Signatories") pursuant to a
certain Appointment of Authorized Signatories, the form of which is attached as
Exhibit A hereto, for the sole and exclusive purposes of preparing and
executing allonge note endorsements ("Endorsements") and/or preparing
and executing mortgage assignments or beneficial interests in deeds of trust or
similar instruments ("Assignments"), as applicable, with respect to
the Mortgage Loans.



In consideration of the promises and the mutual agreements
and undertakings set forth herein, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:






	The Seller hereby authorizes the Authorized Signatories
to prepare and execute Endorsements and/or Assignments, as applicable, relating
to the Mortgage Loans sold by the Seller to the Purchaser under the Purchase
Agreement. Such authority shall include the authority to record and/or file such
Endorsements and Assignments with all applicable governmental recording agencies
and any private electronic systems, including, without limitation, the MERS®
System.






	The Purchaser agrees that the preparation and execution
of the Endorsements and/or Assignments by the Authorized Signatories will be
performed with due care.




	Other than the authorization granted herein, the
Purchaser agrees that the Authorized Signatories will take no other action in
the name of the Seller.


	The authority granted by the Seller to the Purchaser
herein shall be in full force and effect and shall apply with respect to any
Mortgage Loan sold by the Seller to the Purchaser under the Purchase
Agreement.


	The Seller will provide Purchaser with a Secretary's
Certificate that authenticates that the Seller's Board of Directors has taken
the necessary corporate action to allow the appointment of and grant the
authorizations to the Authorized Signatories as permitted herein, which such
corporate action shall be in the form of board resolution substantially in the
form of Exhibit B attached hereto.

IN WITNESS WHEREOF, the parties have duly executed this
Authorized Signatories Agreement as of the date first above written.



E-LOAN, Inc.,

the Seller



By:  

Name:

Title:



COUNTRYWIDE HOME LOANS, INC.,

the Purchaser



By:  

Michael W. Schloessmann

Vice President



 

Exhibit A

To

Authorized Signatories Agreement

FORM OF APPOINTMENT OF AUTHORIZED SIGNATORIES



Pursuant to the authority granted me by a vote of the Board
of Directors of [SELLER] dated as of [DATE], I hereby appoint the individuals
listed below for the sole and exclusive purpose of executing allonge note
endorsements and/or executing mortgage assignments or beneficial interests in
deeds of trust or similar instruments, as applicable, relating to mortgage loans
sold, or to be sold, by [SELLER], as identified on Exhibit A of that certain
Authorized Signatories Agreement dated as of [DATE], by and between [SELLER] and
Countrywide Home Loans, Inc.



 

[SELLER],



 

By: _______________________

Name:

Title:



 

Dated:  _______________, 200_.



 

AUTHORIZED SIGNATORIES:



	
Araxie Ganoumian
	
Richard L. Wilson
	
Beth Wilson
	
Laura Villasenor

	
Myleen Evangelista 
	
Christy Dellutri
	
Robin Dolatowski
	
Yolanda Perez

	
Sandra Fennell
	
Tracy Schreiner
	
Margaret Hassett
	
Joe Tharpe

	
Amy Millet 
	
Margaret McCoy
	
Heidi Smalley
	
Nicole Walden

	
Susan Hahn
	
Karen Workman
	
Amy Hamlin
	
Yolanda Diaz

	
Mercedes Judilla
	
Angeles Medina
	
Debra Terrill
	
William C. Buell VI

	
Michael Schloessmann
	
Greg Petroski
	 	 





Exhibit B

To

Authorized Signatories Agreement



FORM OF UNANIMOUS WRITTEN CONSENT OF DIRECTORS


We the undersigned, being all of the directors currently
in office of __________ (the "Company"), do hereby consent, pursuant
to the provisions of the Company's articles of incorporation, by-laws and all
other governing documents, to the taking of and adopting the following actions
for and on behalf of the Company:


APPROVED: that each of the following persons, acting
singly, be, and each hereby is, authorized and empowered to appoint assistant
secretaries, assistant mortgage officers, assistant vice presidents, vice
presidents or other authorized signatories, and their successors, on behalf of
the Company for the sole and exclusive purposes of, and with authority expressly
limited to, executing mortgage assignments of beneficial interests in deeds of
trust or similar instruments, note endorsements or allonges and any other
documents necessary to effect the sales of loans to Countrywide Home Loans, Inc.
or its nominee or assignee:



         [Insert name of Company
officer who is to sign Appointment of Authorized Signatories]


IN WITNESS WHEREOF, the undersigned have executed this unanimous written
consent as of the ______day of _________________, 200__.


 

____________________  [Insert signature line for each board  member]

















EXHIBIT D



FORM OF PURCHASE CONFIRMATION




[COUNTRYWIDE LETTERHEAD]



[DATE]



 

[PURCHASER]

[STREET ADDRESS]

[CITY, STATE AND ZIP]

Attn:  [CONTACT, TITLE]


Re:Purchase Confirmation



Gentlemen and Ladies:



This purchase confirmation (the "Purchase Confirmation")
between Countrywide Home Loans, Inc. (the "Purchaser") and [SELLER]
(the "Seller") sets forth our agreement pursuant to which the Purchaser is
purchasing, and the Seller is selling, on a servicing-released basis, those
certain mortgage loans identified in Exhibit A hereto and more
particularly described herein (the "Mortgage Loans").  



The purchase, sale and servicing of the Mortgage Loans as
contemplated herein shall be governed by that certain Mortgage Loan Purchase
Agreement dated as of [DATE], between the Purchaser and the Seller (as amended
herein and otherwise, the "Agreement").  By executing this Purchase
Confirmation, each of the Purchaser and the Seller again makes, with respect to
itself and each Mortgage Loan as of the related Closing Date or such other date
as indicated in the Agreement, as applicable, all of the covenants,
representations and warranties made by each such party in the Agreement, except
as the same may be amended by this Purchase Confirmation.  



All exhibits hereto are incorporated herein in their
entirety.  In the event there exists any inconsistency between the Agreement and
this Purchase Confirmation, the latter shall be controlling notwithstanding
anything contained in the Agreement to the contrary.  All capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in the Agreement.


1.Assignment and Conveyance of Mortgage Loans.
Upon the Purchaser's payment of the Purchase Proceeds in accordance with Section
2.2 of the Agreement, the Seller shall sell, transfer, assign and convey to the
Purchaser all of the right, title and interest of the Seller in and to the
Mortgage Loans, including the Servicing Rights relating thereto.



2.Defined Terms.  As used in the Agreement, the
following defined terms shall have meanings set forth below.






	Closing Date:  [DATE].




	Cut-off Date: [DATE].




	Purchase Proceeds: With respect to [the Mortgage
Loans] [each Mortgage Loan] [the Mortgage Loans in each Segment], and as set
forth in Exhibit A hereto, the sum of (a) the product of (i) the Cut-off
Date Balance of [such Mortgage Loan] [such Mortgage Loans] [such Segment], and
(ii) the purchase price percentage set forth in Exhibit A hereto for
such [Mortgage Loan] [Mortgage Loans] [Segment], and (b) [accrued interest
owing to the Seller on the Stated Principal Balance of the Mortgage Loans at a
rate equal to the weighted average Mortgage Interest Rate of such Mortgage
Loans, from the Cut-off Date through the day prior to the Closing Date,
inclusive.] [accrued interest owing to the Seller on the Stated Principal
Balance of each Mortgage Loan at a rate equal to the Mortgage Interest Rate of
each such Mortgage Loan, from the date through which interest has last been paid
(as of the Cut-off Date) through the day prior to the Closing Date, inclusive;
provided, however, with respect to those Mortgage Loans for which interest has
been paid through a date beyond the Closing Date, such accrued interest owing to
Seller shall be reduced by the amount of interest accruing on the Stated
Principal Balance of each such Mortgage Loan at a rate equal to the Mortgage
Interest Rate of such Mortgage Loan, from the Closing Date to the day prior to
the interest paid through date for such Mortgage Loan, inclusive.] [accrued
interest owing to the Purchaser on the Mortgage Loans based on the scheduled
principal balance as of the first day of the month preceding the Cut-off Date at
a rate equal to the weighted average Mortgage Interest Rate of such Mortgage
Loans, from the Closing Date through the thirtieth (30th) day of the
month in which the Closing Date occurs, inclusive.]




	Servicing Transfer Date:  [DATE].


3.Description of Mortgage Loans:  Each Mortgage
Loan complies with the specifications set forth below in all material
respects.






	Loan Type:  Each Mortgage Loan is a [Conventional]
[Government] Mortgage Loan and a [Adjustable Rate] [Balloon] [Convertible]
[Fixed Rate] Mortgage Loan.


[b.Index: On each Interest Adjustment Date, the
applicable index rate shall be a rate per annum equal to [the weekly average
yield on U.S. Treasury securities adjusted to a constant maturity of one year,
as published by the Board of Governors of the Federal Reserve System in
Statistical Release No. H.15] [the average of interbank offered rates for six-
month U.S. dollar denominated deposits in the London market (LIBOR), as
published [in the Wall Street Journal] [by Fannie Mae] [the 11th District Cost
of Funds as made available by the Federal Home Loan Bank] [the weekly average
yield on certificates of deposit adjusted to a constant maturity of six months
as published by the Board of Governors of the Federal Reserve System in
Statistical Release No. H.15 or a similar publication].







	Lien Position:  Each Mortgage Loan is secured by a
perfected [first] [second] lien Mortgage.




	Underwriting Criteria: Each Mortgage Loan [was
underwritten generally in accordance with the Seller's credit underwriting
guidelines in effect at the time such Mortgage Loan was originated] [conforms to
the Fannie Mae or Freddie Mac mortgage eligibility criteria and is eligible for
sale to, and securitization by, Fannie Mae or Freddie Mac] [conforms in all
material respects to the GNMA mortgage eligibility criteria and is eligible for
sale and securitization into a GNMA mortgage-backed security] [at the time of
origination was underwritten to guidelines which are consistent with an
institutional investor-quality mortgage loan].


4.Additional Stipulations Regarding Mortgage Loan
Package.


[a.Prepayment [and Conversion] Protection.
 In addition to the any rights afforded the Purchaser in the Agreement,
in the event that any of the Mortgage Loans are (i) paid in full [or (ii)
converted to a fixed-rate mortgage loan, in either case,] on or prior to
[DATE], or [(iii)] subject to a breach of the
representation set forth in Section 3.2(qq) of the Agreement, the Seller
shall, with respect to each such Mortgage Loan, pay to the Purchaser the product
of (a) the positive difference, if any, between the Purchase Price Percentage
(subject to any buyup or buydown adjustments as contemplated [in the
Trade Confirmation]) and 100%, times (b) the unpaid principal balance of
such Mortgage Loan at the time such Mortgage Loan is paid in full [or
converted, as applicable] (the "Premium Recapture Amount").  In
the event any Mortgage Loan is paid in full after the Cut-off Date and on or
prior to the Closing Date, the Seller shall, in addition to the Premium
Recapture Amount, pay the Purchaser the Accrued Interest paid by the Purchaser
for such Mortgage Loan.  Nothing contained in this Section 3.5 shall in
any way limit the rights of the Purchaser to all collections and recoveries of
principal and interest received or applied to any Mortgagor's account and the
Seller's obligation to remit the such recoveries of principal and interest to
the Purchaser as provided in Section 2.3.]



[b.Payment Default Protection.  In addition
to any rights afforded the Purchaser in the Agreement, if the [first Monthly
Payment with a Due Date subsequent to the Closing Date][first Monthly Payment
due under the Mortgage Note] is not received by the Purchaser, whether from the
Mortgagor directly or forwarded by the Seller if the Mortgagor has submitted the
payment to the Seller, [by the last day of the month in which such payment is
due][within [INSERT] ([INSERT) days of its related Due Date], the Seller shall,
at the Purchaser's option and not later than five (5) Business Days after
receipt of notice from the Purchaser, repurchase such Mortgage Loan at the
Repurchase Price.  The rights conferred to the Purchaser under this Section
3.6 shall be in addition to those rights conferred to the Purchaser under
Section 3.2(b).]



[c.Post-Closing Appraisal Review.  In
addition to any rights afforded the Purchaser in the Agreement, the Purchaser
shall have the right, within [thirty (30) days][twelve (12) months] after the
Closing Date, or the date on which the appraisal in the Mortgage File relating
to the Mortgaged Property is received by the Purchaser from the Seller,
whichever is later, to obtain an appraisal, broker's price opinion, drive-by
appraisal or any other comparable valuation measure with respect to any
Mortgaged Property (collectively, the "Review Appraisal"). If the
value of a Mortgaged Property, as determined by the Review Appraisal, is less
than the value of the appraisal in the Mortgage File by (i) ten percent (10%) or
more for a Mortgage Loan with an original LTV of less than or equal to eighty
percent (80%) or (ii) five percent (5%) or more for a Mortgage Loan with an
original LTV of greater than eighty percent (80%), the Seller shall, at the
Purchaser's sole option, repurchase the related Mortgage Loan at the Repurchase
Price not later than five (5) Business Days after the Seller's receipt of notice
requesting same from the Purchaser.]



[d.Missing and Deficient Documents.  Pursuant to
Section 2.5 of the Agreement, the Seller is required to deliver to the Purchaser
the Mortgage Loan Documents at least two (2) Business Days prior to the Closing
Date.  The Seller and the Purchaser acknowledge that as of the Closing Date,
with respect to the Mortgage Loans identified in Exhibit E hereto, the
Seller has not delivered the related Mortgage Loan Documents in accordance with
Section 2.5 (the "Missing Documents") or, with respect to certain
other Mortgage Loans also identified in Exhibit E hereto, certain
Mortgage Loan Documents and/or Mortgage Files are deficient and/or incomplete
for reasons detailed in Exhibit E (the "Deficient
Documents").  [Pursuant to Section 2.4 of the Agreement, the
Purchaser has the right, prior to the Closing Date, to review the Mortgage File
and, based on its review, decline to purchase any Mortgage Loan which the
Purchaser, in its sole discretion, determines not to be in compliance with each
of the representations and warranties contained in the Agreement or which is
otherwise unsatisfactory to the Purchaser in its reasonable discretion.  The
Seller and the Purchaser acknowledge that as of the Closing Date, with respect
to the Mortgage Loans identified in Exhibit E hereto, the Seller has not
delivered the related Mortgage Files in accordance with Section 2.4 (the
"Missing Mortgage Files"), and as a result, the Purchaser has been
unable to complete its review of the affected Mortgage Loans prior to the
Closing Date. 

In consideration of the Purchaser's agreement to purchase the
Mortgage Loans identified in Exhibit E hereto on the Closing Date
notwithstanding the foregoing, the Seller shall, with respect to Mortgage Loans
with Missing Documents, deliver such Missing Documents to the Purchaser [no
later than [DATE]][within thirty (30) days of the Closing Date], and, with
respect to Mortgage Loans with Deficient Documents, cure such Deficient
Documents to the satisfaction of the Purchaser [no later than [DATE][within
thirty (30) days of the Closing Date][and, with respect to Missing Mortgage
Files, deliver such Missing Mortgage Files to the Purchaser no later than
[DATE]][within thirty (30) days of the Closing Date].  In the event that the
Seller fails to comply with the requirements of the foregoing sentence, the
Seller shall, upon written notice from the Purchaser, repurchase any such
Mortgage Loan at the Repurchase Price within one (1) Business Day after the
Seller's receipt of such written notice.  [In addition, with respect to Missing
Mortgage Files that are delivered to the Purchaser within the time frame
required herein, the Purchaser shall have the right to complete its review of
the related Mortgage Loan as contemplated under Section 2.4 of the Agreement,
and, if as a result of such review, the Purchaser determines that it would have
declined to purchase such Mortgage Loan, the Seller shall, upon written notice
from the Purchaser, repurchase such Mortgage Loan at the Repurchase Price within
one (1) Business Day after the Seller's receipt of such written notice.]  The
fact that the Purchaser decides not to require the Seller to repurchase any such
Mortgage Loan where the Seller may otherwise be required to repurchase such
Mortgage Loan hereunder shall not affect the Purchaser's right to demand
repurchase of such Mortgage Loan or to avail itself of any other rights and
remedies available to it under the Agreement.  Nothing contained herein shall be
deemed to waive any rights, remedies or privileges of the Purchaser including,
without limitation, the remedies accorded the Purchaser under Sections 3.3 and
3.4.]



Kindly acknowledge your agreement to the terms of this
Purchase Confirmation by signing in the appropriate space below and returning
this Purchase Confirmation to the undersigned. Telecopy signatures shall be
deemed valid and binding to the same extent as the original.



	
COUNTRYWIDE HOME LOANS, INC.

	
[SELLER]


	
By: _____________________

	
By: _____________________


	
Michael W. Schloessmann

Vice President

	
Name:

Title:






 

 

Exhibit A to Purchase Confirmation



Mortgage Loans



(attached)