Q3 2002 Exhibit 10.32






                                                       *Confidential Treatment Requested 


Exhibit 10.32

MORTGAGE LOAN PURCHASE AND
INTERIM SERVICING AGREEMENT

 

This Mortgage Loan Purchase and Interim Servicing
Agreement is dated and effective as of June 18, 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, and the Purchaser desires to purchase from the Seller, those certain
mortgage loans identified on Exhibit A hereto, including all servicing
rights relating thereto (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

Whenever used herein, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

Accrued Interest: 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.

Agencies:
Both Fannie Mae and Freddie Mac.

Agreement: This Mortgage Loan Purchase
and Interim Servicing 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.

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 Date: June 18, 2002, or such
other date as may be mutually agreed upon by the Seller and the Purchaser.

Cut-off Date: June 13, 2002.

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.

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

HMDA: The
Home Mortgage Disclosure Act, as amended.

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

Initial Purchaser: Countrywide Home
Loans, Inc.

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

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., a corporation organized and existing under the laws of the State of
Delaware, or any successor thereto.

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

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 File,
the Monthly Payments, Principal Prepayments and all other rights, benefits,
proceeds and obligations arising from or in connection with such Mortgage
Loan.

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 in blank (except for Mortgage Loans registered with the MERS
System);

(c)The original Mortgage with evidence of recording
thereon (except for Mortgage Loans registered with the MERS System, in which
case, the originals of all intervening assignments of mortgage with evidence of
recording thereon prior to the intervening assignment to MERS, if any);

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

(e)The original mortgagee title insurance policy.

Mortgage Loan Schedule: The schedule of
Mortgage Loans set forth on Exhibit A hereto.

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.

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 Price: The purchase price to
be paid by the Purchaser for the Mortgage Loans (including the Servicing Rights
relating thereto) which 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 Trade Confirmation.

Purchase Proceeds: The sum of the
Purchase Price and the Accrued Interest.

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 buyup or buydown
adjustments as contemplated in the Trade Confirmation), 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.

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: July 1, 2002,
or such other date 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: That certain trade
confirmation dated June 4, 2002, between the Seller and the Purchaser setting
forth the general terms and conditions of the transaction contemplated herein
and identifying certain of the loan characteristics of the Mortgage Loans to be
purchased hereunder.

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.
The Seller does hereby agree to sell, convey, transfer and assign to the
Purchaser on the Closing Date all right, title and interest in and to the
Mortgage Loans, the Servicing Rights, the Mortgage Loan Documents, the Mortgage
Files and the Escrow Accounts relating to the Mortgage Loans, all in accordance
with the terms and conditions set forth herein.
On and after the 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 the 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 due or received after the Cut-off Date;
provided, however, that all scheduled payments of principal due on or before the
Cut-off Date and collected by the Seller after the related Cut-off Date shall
belong to the Seller. 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 the 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 the 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 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 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 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 Closing Date the following documents:
(1)a fully 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 B hereto; 

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

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

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








Section 2.7Record Title. Record title
to each Mortgage and the related Mortgage Note shall be transferred by the
Seller to the Purchaser. The Seller shall, with respect to any Mortgage Loan not
registered with the MERS System, 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, or (ii) prepare and deliver to the Purchaser an original Assignment
of Mortgage in blank, in each case, within the time and in the manner specified
in Section 2.5. In addition, with respect to any Mortgage Loan not
registered with the MERS System, the Seller shall, at the option of the
Purchaser, prepare and deliver to the Purchaser an Assignment of Mortgage for
each Mortgage Loan in the form of "COUNTRYWIDE HOME LOANS, INC. to blank
("_________")." With respect to any Mortgage Loan registered with the MERS
System, the Seller shall, on or prior to the Closing Date, take all actions
necessary to cause the MERS System to reflect the Purchaser as the owner of the
Mortgage Loans and the Servicing Rights. The Seller shall bear the cost and
expense related to (i) 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, and (ii) recording title of the Mortgage
Loans not registered with the MERS System including, but not limited to,
recording fees and fees for title policy endorsements, and (iii) causing the
MERS System to reflect the Purchaser as the owner of the Mortgage Loans.

Section 2.8Missing and Deficient
Documents. Pursuant to Section 2.5, 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, 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 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 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 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, 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 hereunder. 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.

 

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 the 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
enter into, execute, and deliver the Agreement and all documents and instruments
executed and delivered pursuant hereto, and to perform its obligations and 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 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 the Agencies, and is a mortgagee approved by the
Secretary of HUD pursuant to sections 203 and 211 of the National Housing Act.
The Seller's facilities, procedures, and personnel are sufficient for the
servicing of the Mortgage Loans as contemplated herein. 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. The
Seller is a member of MERS in good standing, and has complied with the rules and
procedures of MERS in connection with the Mortgage Loans registered with the
MERS System;

(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 Closing Date; 

(h)Neither the Agreement nor any statement, report or
other document furnished or to be furnished by the Seller pursuant to this
Agreement or in connection with the transactions contemplated hereby contains
any untrue statement of fact or omits to state a fact necessary to make the
statements contained herein or therein not misleading; and

(i)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, the Seller represents and warrants to the Purchaser that as of
the Closing Date:

(a)The information set forth in the Mortgage Loan
Schedule, the Trade Confirmation 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 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 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 a Qualified Insurer against loss by fire,
hazards of extended coverage and such other hazards as are customary in the area
where the Mortgaged Property is located. 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, and each Mortgage Loan is covered by a flood map tracking system which
identifies changes in designated flood areas;

(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, in
whole or in part, 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 the Seller's mortgage warehouse
lender, the interest of which, if any, shall be released upon the payment of the
Purchase Proceeds (as contemplated herein) without any further action, 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 insured by an ALTA
lender's title insurance policy acceptable to the Agencies, issued by a title
insurer who is a Qualified Insurer, 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 the 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 contain
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 homestead or other exemption
available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage.
The Mortgagor has not notified the Seller and the Seller has no knowledge of any
relief requested or allowed to the Mortgagor under the Soldiers and Sailors
Civil Relief Act of 1940;

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

(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)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%) 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. All provisions of
such Primary Mortgage Insurance Policy have been and are being complied with,
such policy is in full force and effect, and all premiums due thereunder have
been paid. Any Mortgage subject to any such Primary Mortgage Insurance Policy
obligates the Mortgagor thereunder to maintain such insurance and to pay all
premiums and charges in connection therewith. 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; with respect to any Mortgage Loan registered
with the MERS System, such registration complies with the rules and procedures
of MERS;

(gg)Any future advances made to the Mortgagor
prior to the Closing Date have been consolidated with the outstanding principal
amount secured by the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment term. The lien
of the Mortgage securing the consolidated principal amount is expressly insured
as having first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title evidence
acceptable to 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)There are no circumstances or conditions 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. No Mortgage
Loan has negatively amortized nor shall any Mortgage Loan have any negative
amortization after the Closing Date. 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; 

(pp)With respect to the Mortgage Loans, each such
Mortgage Loan at the time of origination was underwritten in accordance with the
prime credit underwriting guidelines of the Seller and, to the extent not
inconsistent therewith, generally accepted prime credit underwriting
guidelines;

(qq)As of the Closing Date, the Seller shall have
received neither actual nor constructive notice that a Mortgage Loan will be
paid in full (whether by virtue of a demand statement or otherwise);

(rr)No Mortgage Loan is
subject to the Home Ownership and Equity Protection Act of 1994, as amended;

(ss)No Mortgage Loan contains provisions pursuant to
which Monthly Payments are (i) 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 (ii) 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 any person including without limitation the Mortgagor, any
appraiser, any builder or developer, or any other party involved in the
origination of the Mortgage Loan or in the application of any insurance in
relation to such Mortgage Loan; 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 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 this 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/or incomplete and such inaccuracy and/or incompleteness 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 and/or incompleteness 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, if any repurchase request is made upon
the Initial Purchaser by a subsequent purchaser of the Mortgage Loans which such
repurchase request relates to a breach of any of the representations and
warranties contained in Section 3.2, or a prospective purchaser refuses
to purchase any Mortgage Loan from the Initial Purchaser, then such repurchase
request or prospective purchaser's 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. 

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, the marketability or enforceability
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 and
rights and remedies of the Purchaser 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 Protection. In the
event that any of the Mortgage Loans are (i) paid in full on or prior to the
Servicing Transfer Date, or (ii) 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 buyup or buydown
adjustments as contemplated) and 100%, times (b) the unpaid principal balance of
such Mortgage Loan at the time such Mortgage Loan is paid in full (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.

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 within
thirty (30) 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).

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 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 LTV, calculated implementing the value of the Mortgaged
Property as determined by the Review Appraisal is (i) greater than eighty
percent (80%) for a Mortgage Loan with an original LTV of less than or equal to
eighty percent (80%) or (ii) five percent (5%) or more greater than the original
LTV 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. 

 

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. During
the Interim Servicing Period, the Seller shall interim service the Mortgage
Loans in full compliance with all federal, state and local laws, ordinances,
rules and regulations and in strict accordance with the terms of the related
Mortgage Loan documents and 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 into one or more private label, Fannie Mae or Freddie Mac mortgage backed
securities 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 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 and the actions set forth in Section 4.3
hereof.

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. It is understood and agreed that the Seller is obligated, as
part of its interim servicing responsibilities, to apply all payments received
by the Seller during the Interim Servicing Period to the related Mortgagor's
account and in no event shall the Seller forward payments received during the
Interim Servicing Period to the Purchaser. With respect to any payments of
principal or interest due after the Cut-off Date (including all prepayments) and
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 Purchase 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 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
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 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 Servicing Transfer
Date:

(a)Preliminary Test Tape. On or prior to
the 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 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 Servicing
Transfer Date, (ii) are required to be paid within thirty (30) days after the
Servicing Transfer Date to receive a discount, or (iii) will be delinquent
within thirty (30) days after the Servicing Transfer Date. If tax bills have not
been received by the Seller by the Servicing Transfer Date on any Mortgage Loans
subject to this subsection, the Seller shall obtain and pay all tax bills
subsequent to the 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 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 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 Servicing Transfer Date, the Seller shall make
all such adjustments and shall inform the related Mortgagors of such
adjustments; and

(j)Notice to Sub-servicers. On or prior to
the 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 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.

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 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 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 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 Servicing Transfer Date, (v) all buydown
funds held by the Seller as of the Servicing Transfer Date, and (vi) all other
amounts held by the Seller with respect to the Mortgage Loans as of the
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 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 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:


E-Loan, Inc.

                                   5875 Arnold Road

                                   Dublin, California 94568

                                   Attn: Jeff Becker, Director


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
some or 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 rights and
Mortgage Loans assigned hereby and except as to any rights of the Purchaser
reserved in the agreement of assignment, the Seller agrees that the Initial
Purchaser shall be released and forever discharged from all of its duties and
obligations under this Agreement.

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 and the Seller hereby waives the
benefit of the applicable statutes of limitations with respect to any of the
covenants, agreements, representations and warranties set forth herein. It shall
not be a defense in any action by the Purchaser against the Seller arising out
of a breach of the Seller's covenants, agreements, representations and
warranties made herein that the Purchaser knew or should have known of the
existence of the related breach of such covenants, agreements, representations
and warranties.

Section 6.14Entire Agreement.
This Agreement constitutes the entire understanding between the parties hereto
and supersedes any and all prior or contemporaneous oral or written
communications with respect to the subject matter hereof, all of which
communications are merged herein, except for the Trade
Confirmation which shall remain in full force and effect, but only to the extent
not inconsistent herewith. It is expressly understood and agreed 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 Trade Confirmation. This Agreement shall not be modified,
amended or in any way altered except by an instrument in writing signed by both
the parties hereto.

Section 6.15Confidentiality. 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 6.16No Solicitation. From
and after the 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 6.17Non-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 FOLLOWS)

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:


















                                                       *Confidential Treatment Requested 




EXHIBIT A

MORTGAGE LOAN SCHEDULE

(attached)


















                                                       *Confidential Treatment Requested 




EXHIBIT B

COUNTRYWIDE HOME LOANS.
INC.

FUNDING SCHEDULE

E-LOAN, INC.

SETTLEMENT DATE 06/18/02

 

[ ** ]

 

 

 

 

 

 

 

 

 

Agreed and Accepted by:



	

E-LOAN, INC.

	

COUNTRYWIDE HOME LOANS, INC.


	

By: _________/s/____________

	

By: _________/s/____________


	

Name: Jeff Becker

Title: Director of Secondary Markets

	

Gregory Petroski

Vice President






 

CHL Internal      __________________

                      __________________

                      __________________

                      __________________



















                                                       *Confidential Treatment Requested 



 
EXHIBIT C

FORM OF OFFICER'S CERTIFICATE

I, ___________, hereby
certify that I am a duly elected ________________ of _________________, a
____________ corporation (the "Company"), and further certify on behalf of the
Company as follows:
1. Attached hereto are true and correct copies of the
Certificate of Incorporation and Bylaws of the Company as in full force and
effect on the date hereof. 

2. Each person who, as an officer or attorney-in-fact of the
Company, signed (a) the Mortgage Loan Purchase and Interim Servicing Agreement
(the "Purchase Agreement") dated as of ____________________, by and between the
Company and Countrywide Home Loans, Inc., and (b) 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 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 Company
contained in Article III of the Purchase Agreement were true and correct in all
material respects as of the date of the Purchase Agreement and are true and
correct in all material respects as of the date hereof.

5. The Company 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.




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 Company.

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: ____________________________






























                                                       *Confidential Treatment Requested 




EXHIBIT D

FORM OF AUTHORIZED SIGNATORIES AGREEMENT

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, to the
Purchaser those certain mortgage loans identified on Exhibit A hereto,
including the servicing rights related thereto (the "Mortgage Loans").


	To facilitate the transfer and assignment of the Mortgage
Loans from the Seller to the Purchaser, the Seller has agreed 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 B
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, relating 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 the Endorsements and/or Assignments, as applicable,
relating to the Mortgage Loans.




	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.

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

[SELLER],

the Seller

By: __________________

Name:


Title:


COUNTRYWIDE HOME LOANS, INC.,

the Purchaser

By: ________________________

Michael W. Schloessmann

Vice President

Exhibit A

To

Authorized Signatories Agreement

Mortgage Loan Schedule

(attached)

 

Exhibit B 

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
	
 




 



















                                                       *Confidential Treatment Requested 




EXHIBIT E

MISSING AND DEFICIENT DOCUMENTS

(attached)