Q3 2003 Exhibit 10.26





                                           Exhibit 10.26



MORTGAGE LOAN CUSTODIAL AGREEMENT






	
PURCHASER:
	
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

	
ADDRESS:
	
600 STEAMBOAT ROAD

	 	
GREENWICH, CT 06830





 

	
CUSTODIAN:
	
GMAC BANK

	
ADDRESS: 
	
3710 Kennet Pike

	 	
Greenville, Delaware 19807





 

	
SELLER:
	
E-LOAN, INC.

	
ADDRESS:
	
5875 Arnold Road

	 	
Dublin, California 94568

	 	
DATE:   as of September 1, 2003






 

TABLE OF CONTENTS


	

 

	

 

	

Page


	

Section 1.

	

Definitions

	

  4


	

Section 2.

	

Delivery of Documents by Seller

	

  9


	

Section 3.

	

Custodian as Custodian for, and Bailee of, Purchaser, Assignee and Warehouse Lender

	

10


	

Section 4.

	

Certification by Custodian; Delivery of Documents

	

12


	

Section 5.

	

[Intentionally omitted]

	

13


	

Section 6.

	

Default

	

13


	

Section 7.

	

Access to Documents

	

14


	

Section 8.

	

Custodian's Fees and Expenses; Resignation and Removal of Custodian; Successor Custodian; Standard of Care

	

14


	

Section 9.

	

Assignment by Purchaser

	

17


	

Section 10.

	

Insurance

	

18


	

Section 11.

	

Delivery of Submission Packages

	

18


	

Section 12.

	

Representations, Warranties and Covenants

	

18


	

Section 13.

	

No Adverse Interests

	

20


	

Section 14.

	

Amendments

	

20


	

Section 15.

	

Execution in Counterparts

	

20


	

Section 16.

	

Agreement for Exclusive Benefit of Parties; Assignment

	

20


	

Section 17.

	

Effect of Invalidity of Provisions

	

21


	

Section 18.

	

Governing Law

	

21


	

Section 19.

	

Consent to Service

	

21


	

Section 20.

	

Notices

	

21


	

Section 21.

	

Certification

	

21


	

Section 22.

	

Construction

	

21








EXHIBITS*





	
Exhibit A
	
Cash Window Submission Package

	
Exhibit A-1
	
Freddie Mac Document List

	
Exhibit A-2
	
Fannie Mae Document List

	
Exhibit B-1
	
Conduit Submission Package

	
Exhibit B-2
	
Bailee Letter

	
Exhibit C-1
	
Request for Certification

	
Exhibit C-2
	
Notice of Intent to Issue a Trust Receipt

	
Exhibit D-1
	
Form of Trust Receipt

	
Exhibit E-1
	
Warehouse Lender's Release

	
Exhibit E-2
	
Warehouse Lender's Wire Instructions

	
Exhibit F-1
	
Seller's Release

	
Exhibit F-2
	
Seller's Wire Instructions

	
Exhibit F-3
	
Purchaser's Wire Instructions to Seller

	
Exhibit G
	
Notice by Assignee to Custodian of Purchaser's Default

	
Exhibit H
	
Form of Delivery Instructions

	
Exhibit I
	
List of Conduits

	
Exhibit J
	
Custodian Fees and Expenses

	
Exhibit K
	
Mortgage Loan Schedule

	
Exhibit L
	
Notice of Assignment




 

 

 

 

 

 

 

*Exhibits and schedules have been omitted in accordance with Item 601 of
Regulation S-K, and will be provided upon request.



MORTGAGE LOAN CUSTODIAL AGREEMENT

THIS Mortgage Loan Custodial Agreement ("Agreement"), dated
as of the date set forth on the cover page hereof, among GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC. ("Purchaser"), GMAC BANK ("Custodian") and the SELLER
whose name is set forth on the cover page hereof ("Seller").

PRELIMINARY STATEMENT

Purchaser has agreed to purchase, from time to time, at its
sole election from Seller, certain residential first mortgage loans pursuant to
the terms and conditions of one or more Purchase Agreements between Purchaser
and Seller relating to Cash Window Transactions or Conduit Transactions.  Seller
is obligated to service the Mortgage Loans pursuant to the terms and conditions
of the Purchase Agreements.  Purchaser desires to have Custodian take possession
of the Mortgage Notes evidencing the Mortgage Loans, along with certain other
documents specified herein, as the custodian for and bailee of Purchaser or
Assignee in accordance with the terms and conditions hereof.

The parties hereto agree as follows:

Section 1.Definitions.

As used in this Agreement, the following terms shall have the
following meanings:
"Agency":  Freddie Mac or Fannie Mae, as
applicable.

"Applicable Agency Documents": The documents listed on
Exhibit A-1 or Exhibit A-2, as applicable.

"Applicable Guide": With respect to each Takeout
Investor the applicable guide published by such Takeout Investor setting forth
the requirements each Mortgage Loan needs to satisfy in order to be eligible for
purchase by such Takeout Investor, as such guide may be amended or supplemented
from time to time.

"Assignee": The party identified in writing to
Custodian from time to time who acts as agent for certain beneficiaries pursuant
to certain Repurchase Transaction Tri-Party Custody Agreements with Purchaser or
otherwise.

"Assignment of Mortgage": An assignment of the
Mortgage, notice of transfer or equivalent instrument sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the transfer of a Mortgage.

"Bailee Letter": Bailee letter in the form
attached hereto as Exhibit B-2, as applicable.

"Business Day": Any day other than (a) a Saturday,
Sunday or other day on which banks located in the State of California or The
City of New York, New York are authorized or obligated by law or executive order
to be closed, or (b) any day on which Purchaser or Custodian is closed for
business, provided that notice thereof shall have been given not less than seven
calendar days prior to such day. 

"Cash Window Submission Package": The documents listed
on Exhibit A, which shall be delivered by Seller to Custodian in connection with
each Cash Window Transaction and the Applicable Agency Documents which shall be
held by Seller on behalf of Purchaser until their delivery by Seller to the
Agency on the Delivery Date.

"Cash Window Transaction": A transaction initiated by
Seller's delivery of a Request for Certification which identifies Fannie Mae or
Freddie Mac as the Takeout Investor.

"Certification":  With respect to a Mortgage Loan, the
full performance by Custodian of the procedures set forth in Sections 4(a) and
4(b).

"Conduit":  Any of the Entities listed on Exhibit I,
as amended or supplemented from time to time.

"Conduit Submission Package": The documents listed on
Exhibit B-1, which shall be delivered by Seller to Custodian in connection with
each Conduit Transaction.

"Conduit Transaction": A transaction initiated by
Seller's delivery of a Request for Certification which identifies a Conduit as
the Takeout Investor.

"Custodial File": With respect to each Mortgage Loan,
a Submission Package.

"Custodian":  Residential Funding Corporation, and its
permitted successors hereunder.

"Delivery Date": With respect to a Mortgage Loan, the
date set forth on the related Request for Certification in the "DELIVERY DATE"
column, which shall be the Business Day on which Seller desires that the
applicable portion of the related Submission Package be sent by Custodian to the
Takeout Investor.

 "Delivery Instructions": With respect to a Mortgage
Loan, instructions prepared by Seller, in the form of Exhibit H, indicating the
address for the delivery by Custodian of the applicable portion of the related
Submission Package to the Takeout Investor or its custodian.

"Entity":  Any individual, corporation, partnership,
joint venture, association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency or
political subdivision thereof.

"Expected Delivery Date": The date identified on a
Request for Certification as the "Expected Delivery Date of Mortgage File",
which shall be the date on which Seller has informed Purchaser that a Submission
Package will be received by Custodian from Seller.

"Freddie Mac": Freddie Mac

"Freddie Mac Commitment": A commitment executed by
Freddie Mac and Seller evidencing Freddie Mac's agreement to purchase one or
more Mortgage Loans from Seller and Seller's agreement to sell one or more
Mortgage Loans to Freddie Mac under the Applicable Guide.

"Fannie Mae": Fannie Mae  

"Fannie Mae Commitment": A commitment executed by
Fannie Mae and Seller, evidencing Fannie Mae's agreement to purchase one or more
Mortgage Loans from Seller and Seller's agreement to sell one or more Mortgage
Loans to Fannie Mae under the Applicable Guide.

"HUD":  United States Department of Housing and Urban
Development and any successor thereto.

"Loan Identification Data": The applicable information
regarding a Mortgage Loan, set forth on a Request for Certification, which shall
include Purchaser's reference number, the name of Purchaser's applicable
program, the Mortgage Loan number, the last name of the Mortgagor, the face
amount of the Mortgage Note, the number of months to maturity of the Mortgage
Loan, the interest rate borne by the Mortgage Note, the name of the Takeout
Investor, the sale price of the Mortgage Loan to the Takeout Investor, the
Commitment number, the Commitment Expiration Date, the Delivery Date, the
Release Payment, and the name of the Warehouse Lender.

"MERS": Mortgage Electronic Registration
Systems, Inc., a Delaware corporation, or any successor in interest thereto.

"MERS Mortgage Loan": Any Mortgage Loan as
to which the related Mortgage or assignment of Mortgage has been recorded in the
name of MERS, as agent for the holder from time to time of the Mortgage
Note.

"Mortgage":  A mortgage, deed of trust or other
security instrument creating a first lien on an estate in fee simple in real
property securing a Mortgage Note.

"Mortgage Loan": A one-to-four family residential
mortgage loan that is subject to this Agreement.

"Mortgage Loan Schedule": A listing prepared by
Custodian of all Mortgage Loans with respect to which the Custodian has issued a
Trust Receipt and that Purchaser has not communicated to Custodian its release
of interest therein, substantially similar to Custodian's Loans in Warehouse
Report. 

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

"Mortgaged Property": The property subject to the lien
of the Mortgage securing a Mortgage Note.

"Mortgagor":  The obligor on a Mortgage Note.

"Notice of Intent to Issue a Trust Receipt": A report
from Custodian, substantially in the form of Exhibit C-2 hereto, indicating that
with respect to the Mortgage Loans listed in the attached schedule, the
Custodian has received and certified a Submission Package.

"Payee Number": The code used by Fannie Mae to
indicate the wire transfer instructions that will be used by Fannie Mae to
purchase a Mortgage Loan.

"Purchase Agreement": Each Mortgage Loan Purchase
Agreement, dated as of the date set forth on the cover page thereof, between
Seller and Purchaser, as each is amended from time to time providing the terms
of Cash Window Transactions or Conduit Transactions.

"Purchase Date": With respect to a Mortgage Loan, the
Business Day on which Purchaser purchases such Mortgage Loan from Seller.

"Purchaser":  Greenwich Capital Financial Products,
Inc. and its successors permitted hereunder.

"Purchaser's Wire Instructions to Seller": The wire
instructions, set forth on Exhibit H-1, specifying the account which shall be
used for the payment of all amounts due and payable by Seller to Purchaser
hereunder.

"Purchaser's Payment": The amount set forth on the
Request for Certification in the "RELEASE PAYMENT" column.

"Registered Holder": The holder of the Trust Receipt,
as reflected on the books and records of the Custodian.

"Release Payment": The funds referred to in a
Warehouse Lender's Release or Seller's Release, as applicable.

"Request for Certification": A report detailing Loan
Identification Data supplied by Seller to Purchaser and to Custodian either via
facsimile in the form of Exhibit C-1 or transmitted electronically in an
appropriate data layout, regarding all Mortgage Loans being offered for sale by
Seller to Purchaser on the Submission Package Delivery Date.

"Seller":  The Seller whose name is set forth on the
cover page hereof and its permitted successors hereunder.

"Seller's Release": A letter, in the form of Exhibit
F-1, delivered by Seller when no Warehouse Lender has an interest in a Mortgage
Loan, conditionally releasing all of Seller's right, title and interest in
certain Mortgage Loans identified thereon upon receipt of payment by Seller.

"Seller's Wire Instructions": The wire instructions,
set forth in a letter in the form of Exhibit F-2, to be used for the payment of
funds to Seller when no Warehouse Lender has an interest in the Mortgage Loans
to which such payment relates.

"Submission Package": With respect to each Mortgage
Loan, a Cash Window Submission Package or a Conduit Submission Package, as
applicable.

"Successor Servicer": An entity designated by
Purchaser, in conformity with the Purchase Agreement, to replace Seller as
servicer for Purchaser, and, with respect to Cash Window Transactions, as
seller/servicer of the Mortgage Loans for the Agency.

"Takeout Investor": The Entity that will purchase a
Mortgage Loan from the Purchaser, which may be an Agency or a Conduit, as
applicable.

"Trust Receipt": A receipt of Custodian, substantially
in the form of Exhibit D-1 hereto, indicating that with respect to the Mortgage
Loans listed on the attached schedule, the Custodian has performed the
procedures set forth in Sections 4(a) and 4(b) hereof, that it has received the
Cash Window Submission Package or the Conduit Submission Package, as applicable,
and that it is holding such documents as bailee and custodian of Purchaser.

"Underwriter":  Any party, including but not limited
to a mortgage loan pool insurer, who underwrites a Mortgage Loan prior to its
purchase by Purchaser.

"Underwriter's Form": A Fannie Mae/Freddie Mac Form
1008/1077, HUD 92900WS, HUD92900.4, VA Form 26-6393, VA Form 26-1866, a mortgage
loan pool insurance certificate, or an underwriting approval form from a primary
mortgage insurer, as applicable, completed by an Underwriter with respect to a
Mortgage Loan, indicating that such Mortgage Loan complies with its underwriting
requirements.

"Warehouse Lender": Any lender providing financing to
Seller in any amount for the purpose of originating or purchasing Mortgage
Loans, which lender has a security interest in such Mortgage Loans as collateral
for the obligations of Seller to such lender.  

"Warehouse Lender's Release": A letter, in the form of
Exhibit E-1, from a Warehouse Lender to Purchaser, conditionally releasing all
of Warehouse Lender's right, title and interest in certain Mortgage Loans
identified therein upon receipt of payment by Warehouse Lender.

"Warehouse Lender's Wire Instructions": The wire
instructions, set forth in a letter in the form of Exhibit E-2, from a Warehouse
Lender to Purchaser, setting forth wire instructions for all amounts due and
payable to such Warehouse Lender.



Section 2.Delivery of Documents by Seller.

If Seller desires to engage in Cash Window
Transactions:
 (1)relating to a Mortgage Loan covered by a Freddie Mac
Commitment, Seller shall deliver to Purchaser a copy of (i) Freddie Mac Form
1035 (Custodial Agreement), if applicable, duly executed by the related
custodian and Freddie Mac, and (ii) Freddie Mac Form 3 (Summary Agreement) or
such other equivalent agreement as is acceptable to Purchaser, duly executed by
Seller and Freddie Mac; or 

 (2)relating to a Mortgage Loan covered by a Fannie Mae
Commitment, Seller shall deliver to Purchaser a copy of (i) Fannie Mae Form 2003
(Custodial Agreement) if applicable, duly executed by the related custodian and
Fannie Mae, (ii) Fannie Mae Mortgage Selling and Servicing Contract, and Fannie
Mae Form 482 (Designation of Payee - Wire Transfer Information).



(a)With respect to each Mortgage Loan being offered by
Seller for sale to Purchaser pursuant to (i) a Cash Window Transaction or (ii) a
Conduit Transaction,  Seller shall deliver to Custodian a Submission Package on
or before the Expected Delivery Date.  In no event shall Seller deliver a
Submission Package to Custodian later than 8:00 a.m. New York City time on the
related Delivery Date.

(b)With respect to each Mortgage Loan being offered by
Seller for sale to Purchaser pursuant to (i) a Cash Window Transaction or
(ii) a Conduit Transaction, Seller shall insure that Custodian and
Purchaser have received a Request for Certification no later than 8:00 a.m. New
York City time on the related Purchase Date.  Further, Seller shall insure that
(i) Custodian shall be in possession of a Submission Package for each
Mortgage Loan identified on a Request for Certification, and (ii) Purchaser
or Custodian is in possession of a Warehouse Lender's Release or Seller's
Release, as applicable, no later than 11:00 a.m. New York City time on the
related Purchase Date.  Upon receipt by Custodian of such Request for
Certification, Custodian shall ascertain whether it is in possession of a
Submission Package for each Mortgage Loan identified on a Request for
Certification and shall certify, in accordance with Section 4(a) and Section
4(b) herein, each Submission Package. No later than 3:00 p.m. New York City time
on the related Purchase Date Custodian shall fax Notice Of Intent to Issue a
Trust Receipt and Warehouse Lender's Release or Seller's Release as applicable
to Purchaser at 203-618-2149.  If Custodian is not in possession of a Submission
Package relating to a Mortgage Loan identified on a Request for Certification,
or after the review pursuant to Section 4 (a) and 4(b) Custodian determines that
the Submission Package is incomplete, the Custodian shall notify Seller.
Purchaser shall notify Custodian not later than 4:00 p.m.  New York City time on
the related Purchase Date of its intent not to purchase any of the Mortgage
Loans.  Purchaser must pay the Release Payment in accordance with the Warehouse
Lender's Wire Instructions, or if there is no Warehouse Lender, in accordance
with the Seller's Wire Instructions no later than 6:00 p.m.  New York City time
on the related Purchase Date or the Notice of Intent to Issue a Trust Receipt
shall be null and void and of no further force or effect.

 (c)If Custodian receives a bailee letter on behalf of
the Seller or a Warehouse Lender with its receipt of any Submission Package,
then Custodian will not issue a Notice Of Intent to Issue a Trust Receipt or
Trust Receipt to Purchaser until Custodian receives evidence of purchase in the
form of a Seller's or Warehouse Lender's Release Letter.  Upon receipt of the
Seller's Release Letter or Warehouse Lender's Release Letter, the Custodian is
permitted to issue a Notice Of Intent to Issue a Trust Receipt to the Purchaser
upon its review of the documents contained in the Submission Package.

 (d)Nightly on each Business Day, and within one Business
Day after Purchaser's release of its interest in a Mortgage Loan, Purchaser
shall deliver to Custodian via facsimile or electronic transmission a detailed
listing of any Mortgage Loans with respect to which Purchaser has released its
interest.  The Custodian shall deliver to Purchaser on a daily basis, not later
than 12:00 p.m. New York City time on each Business Day via facsimile or
electronic transmission a cumulative Trust Receipt to Purchaser.  The
cumulative Trust Receipt should include: (i) all Mortgage Loans that
Custodian has certified on all prior Purchase Dates that Purchaser has not
communicated to Custodian its release of interest in and (ii) the
collateral location pursuant to the Mortgage Loan Schedule of each Mortgage Loan
appearing on this report.  The original Trust Receipt is to be sent via
nationally accepted overnight carrier to JPMorgan Chase Bank 4 New York Plaza
Ground Floor Outsourcing Dept. New York, NY. 10004.

Section 3.Custodian as Custodian for, and Bailee of, Purchaser,
Assignee and Warehouse Lender.

 (a)With respect to each Submission Package delivered to
Custodian hereunder,  Custodian, subject to the provisions of paragraphs (b) and
(c) of this Section 3, shall act solely in the capacity of custodian for, and
bailee of, Purchaser.  Custodian shall, subject to the provisions of paragraphs
(b) and (c) of this Section 3 and except as otherwise required by
Section 4:  (i) hold all documents constituting a Submission Package
received by it for the exclusive use and benefit of Purchaser; (ii) make
disposition thereof only in accordance with this Agreement or at the direction
of Purchaser; and (iii) have no discretion or authority to act in a manner
which is in any respect contrary to its role as Custodian under this Agreement.
Custodian shall systematically segregate and maintain continuous custody of all
documents constituting a Submission Package received by it in secure and fire
resistant facilities in accordance with its customary standards for such custody
and shall mark its books and records to indicate that the Submission Package is
being held for Purchaser.

 (b)Purchaser hereby notifies Custodian that each
Mortgage Loan purchased by Purchaser from Seller shall be promptly assigned by
Purchaser to Assignee, as of the Purchase Date, as described in Section 9.  Upon
notice, in the form of Exhibit G, by Assignee to Custodian of Purchaser's
default, Assignee may (i) require Custodian to act with respect to the
related Submission Packages solely in the capacity of custodian for, and bailee
of, Assignee, but nevertheless subject to and in accordance with the terms of
this Agreement, (ii) require Custodian to hold such Submission Packages for
the exclusive use and benefit of Assignee and (iii)  assume the rights of
Purchaser under this Agreement to furnish instructions to Custodian as to the
disposition of such Submission Packages which rights shall thereupon be
exercisable solely by Assignee. Custodian shall give Assignee written
acknowledgement of its receipt of such notice, by executing such notice and
returning a copy thereof to Assignee.  In the event that, prior to receipt of
such notice from Assignee, Custodian delivered any Submission Package to
Purchaser, Takeout Investor or Purchaser's designee, Custodian shall so notify
Assignee, and Custodian shall not be deemed to hold such Submission Package for
Assignee unless and until such Submission Package is redelivered to Custodian.
The failure of Custodian to give the written acknowledgment referred to above
shall not affect the validity of such assignment, pledge or grant of a security
interest from Purchaser to Assignee.  The effects of Assignee's notice to
Custodian set forth above shall continue until Custodian is otherwise notified
in writing by Assignee.  The terms of this Agreement shall not apply to any
Submission Package physically delivered by Custodian to Assignee.

 (c)Seller and Purchaser acknowledge that the Warehouse
Lender, if any, identified from time to time in each Warehouse Lender's Release
to be received by Purchaser pursuant to Section 2(d), is a warehouse lender for
the Seller.  Seller and Purchaser acknowledge that, in accordance with the terms
of each Warehouse Lender's Release to be received by the Purchaser pursuant to
Section 2(d), pursuant to which the applicable Warehouse Lender releases its
security interest in the Mortgage Loan referred to in the related Warehouse
Lender's Release, such release shall not be effective until the Release Payment
is received in accordance with the Warehouse Lender's Wire Instructions.  Until
receipt of a Release Payment, the interest of the related Warehouse Lender in a
Mortgage Loan shall continue and remain in full force and effect.
Notwithstanding any provision herein to the contrary, Warehouse Lender's Release
shall be effective automatically, without any further action by any party, upon
Warehouse Lender's receipt from Purchaser of the Release Payment, in accordance
with Warehouse Lender's Wire Instructions.

 (d)If any additional documents relating to the
Submission Package come into the Custodian's possession, the provisions of
paragraphs (a), (b) and (c) of this Section 3 shall apply to such
additional documents in the same manner as such provisions apply to related
Submission Package.



Section 4.Certification by Custodian; Delivery of Documents.

 (a)With respect to each Mortgage Loan that Purchaser
desires to purchase, Seller shall deliver to Custodian a Request for
Certification and Submission Package(s).  Upon receipt by Custodian of a Request
for Certification, Custodian shall perform the following procedures with respect
to each Mortgage Loan listed on such Request for Certification:
 (i)Custodian shall ascertain whether it is in possession
of a Submission Package for each Mortgage Loan identified on a Request for
Certification.  If Custodian is not in possession of a Submission Package
relating to a Mortgage Loan identified on a Request for Certification or the
Submission Package relating to a Mortgage Loan identified on a Request for
Certification is incomplete, Custodian shall not include such Mortgage Loan on
its Notice of Intent to Issue a Trust Receipt, which shall be prepared in
accordance with Section 4(c). 

(ii)With respect to each Request for
Certification, Custodian shall verify the Loan Identification Data
appearing in (1) the "LAST NAME" column by comparing such Loan
Identification Data to the information in the Mortgage Note, Mortgage and,
except in the case of a MERS Mortgage Loan, the Assignment of Mortgage,
(2) the "LOAN AMOUNT" and "LOAN NUMBER" columns by comparing such
Loan Identification Data to the information in the Mortgage Note;



After applying the applicable procedures set forth in this
clause (ii) above, if there are any discrepancies between such Loan
Identification Data and documents comprising the Submission Package, the Notice
of Intent to Issue a Trust Receipt will reflect the correct data as taken from
the loan documents comprising the Submission Package.

 (b)With respect to each Request for Certification,
following completion by Custodian of the procedures set forth in Section
(4)(a):
 (i)Custodian shall review each Submission Package and
shall ascertain whether (A) each document required by this Agreement to be in
such Submission Package is in the Custodian's possession, (B) each document in
the Custodian's possession conforms to the Loan Identification Data specified in
Section 4(a)(ii), (C) each document appears regular on its face, (D) each
document in the Submission Package appears on its face to conform to the
requirements of Exhibit A or Exhibit B-1, as applicable, 

 (ii)If Custodian determines that the Submission Package
conforms in all respects with Section 4(b)(i), Custodian shall include
Mortgage Loan on the loan list attached to the Notice of Intent to Issue a Trust
Receipt.



 (c)Custodian shall use its reasonable efforts to perform
a Certification with respect to any Submission Package delivered after 8:00 a.m.
New York City time on a related Expected Delivery Date for which it has received
a Request for Certification.  Upon completion of its Certification, Custodian
shall prepare and deliver to Purchaser a Notice of Intent to Issue a Trust
Receipt and applicable release by 3:00 p.m. New York City time.  All applicable
documents comprising a Submission Package relating to a Mortgage Loan with
respect to which Custodian has issued a Trust Receipt shall be delivered by
Custodian in such reasonable order as Custodian may determine and in accordance
with Section 11, via overnight courier in accordance with the Delivery
Instructions on the applicable Delivery Date and, for Conduit Transactions,
under cover of a fully completed Bailee Letter prepared by Custodian.  In those
cases where a copy of any intervening mortgage assignment, or an unrecorded
original of any intervening mortgage assignment are delivered to the Custodian,
Seller shall cause the original of such instrument to be recorded.  If Delivery
Instructions direct Custodian to deliver a Submission Package to a location that
is not Takeout Investor's office as listed on Exhibit I, which may be amended
from time to time by Purchaser, Custodian must receive Purchaser's written
consent to make deliveries to such location prior to complying with such
Delivery Instructions.  Upon receipt of one written approval from Purchaser,
such written approval shall, unless Custodian receives a notice from Purchaser
to the contrary, be deemed to apply to all Delivery Instructions delivered in
the future by Seller that list such location.  Following delivery by Custodian
of the applicable portion of a Submission Package to Takeout Investor, and
subsequent to Purchaser's communication to Custodian that the Mortgage Loan has
been purchased by the Takeout Investor, all remaining documents comprising such
Submission Package shall be held by Custodian for 30 (thirty) calendar days and
then may be discarded by Custodian.

All applicable documents comprising an incomplete Submission
Package relating to a Mortgage Loan with respect to which Custodian has not
certified shall be held by Custodian until receipt from Seller of instructions.
Seller shall instruct Custodian as to the action, if any, Custodian should take
with respect to such Mortgage Loan. 

 (d)As outlined in Section 2(d), Custodian shall deliver
to Purchaser, no later than 12:00 p.m. New York City Time on each business day,
by facsimile transmission to 203-618-2149, a Trust Receipt with respect to the
Mortgage Loans listed on the Mortgage Loan Schedule attached thereto with the
original sent by overnight courier to Assignee.  This Trust Receipt will
represent the cumulative summation of all Mortgage Loans for which the Custodian
has certified on any Business Day less any Mortgage Loans as to which the
Purchaser has notified Custodian that its interest has been released.

 (e)At any time following the delivery of a Trust
Receipt, in the event Custodian becomes aware of any defect with respect to such
Submission Package or the related forms, including the return of documents to
the Custodian from Takeout Investor due to a defect in such documents, the
Custodian shall give prompt written notice of such defect to the Purchaser.  In
addition, Custodian shall provide written notice in the event that any documents
remain in the possession of a Takeout Investor for ten days and the related
Mortgage Loans have not been purchased by Takeout Investor prior to such
date.



 (f)In accordance with the provisions of an electronic
tracking agreement to be entered into by the parties, if necessary, the Seller
shall (1) cause each Mortgage Loan that is to be sold to the Purchaser on a
Purchase Date to be recorded in the name of MERS and designated a MERS Mortgage
Loan on the related Loan Identification Data and (2) cause the Purchaser to be
designated an Associated Member (as defined in the Electronic Tracking
Agreement) with respect to each such MERS Mortgage Loan.

Section 5.[Intentionally omitted].

Section 6.Default.  If Seller fails to fulfill any
of its obligations under the Purchase Agreement or hereunder or in connection
with the exercise by Purchaser of any remedy pursuant to Section 3 of the
Purchase Agreement then, subject to the provisions of Section 3(b) hereof,
Purchaser may, by notice to Custodian,  when applicable, require Custodian
to deliver to Purchaser, Takeout Investor or Successor Servicer the Submission
Packages (or any portion thereof specified by Purchaser) in Custodian's
possession or under Custodian's control to which the failure relates.  

Section 7.Access to Documents.  Upon 48 hours
prior written notice to Custodian, Purchaser (or if the Assignee has notified
the Custodian pursuant to Section 3(b), Assignee) or the Seller and their
agents, accountants, attorneys and auditors will be permitted during normal
business hours to examine and copy at their expense the Submission Packages,
documents, records and other papers in possession of or under the control of
Custodian relating to any or all of the Mortgage Loans in which Purchaser has an
interest; provided, however, that Custodian will employ reasonable efforts to
allow Purchaser immediate access in the event of a default by Seller as
described in Section 6 above.  Upon the request of Purchaser or Seller (or, if
applicable, Assignee) and at the cost and expense of Purchaser or Seller (or, if
applicable, Assignee), Custodian shall provide Purchaser (or, if applicable,
Assignee) with copies of the Mortgage Notes, Assignments of Mortgage and other
documents in Custodian's possession relating to any of the Mortgage Loans in
which Purchaser (or, if applicable, Assignee) has an interest.

Section 8. Custodian's Fees and Expenses; Resignation and
Removal of Custodian; Successor Custodian; Standard of Care

 (a)Seller shall pay Custodian's fees for its
services and shall reimburse it for any expense it has incurred under this
Agreement in such amounts and in the manner set forth in Exhibit J of this
Agreement.  Notwithstanding the foregoing, Custodian has no right, interest,
claim of any kind or lien on, and shall not attempt to place a lien on, any of
the Mortgage Loans or proceeds thereof to secure the payment of its fees.
Purchaser shall not have any liability or obligation to pay any such fees or
expenses, and the duties of the Custodian hereunder shall be independent of
Seller's performance of its obligations to the Custodian in respect of such fees
and expenses. 

 (b)(1)In the event that Seller shall fail to pay to
Custodian any fees and expenses due and owing to Custodian pursuant to the terms
of Exhibit J, Custodian may resign and be discharged of the duties and
obligations created by this Agreement by giving not less than thirty (30) days'
written notice to Seller and Purchaser.  Purchaser will assume responsibility
for certifications not paid for by Seller during the thirty day written notice
period.  In addition, Greenwich shall reimburse Custodian for any direct out-of-
pocket expenses, including but not limited to delivery and or overnight courier
charges, incurred during such thirty (30) day notice period.   

 (2)Custodian may resign at any time and be discharged of
the duties and obligations created by this Agreement by giving not less than
sixty (60) days' written notice to Seller and Purchaser.

 (3)Any resignation pursuant to Section 8(b)(1) or
8(b)(2) shall take effect upon the earlier of (a) the date specified in
such notice or (b) the appointment of a successor Custodian by Purchaser
and delivery of all Submission Packages and any portion of the related documents
in Custodian's possession to the successor Custodian pursuant to Section 8(d).


 (c)Purchaser may remove the Custodian at any time by
giving not less than sixty- (60) days' written notice of such removal to
Custodian.  If Purchaser directs the removal of Custodian, Purchaser shall be
responsible for all expenses associated with the transfer of the Submission
Packages and any related documents in Custodian's possession and for any fees of
the successor Custodian in excess of the fees of the initial Custodian
hereunder.

 (d)In the event of any resignation or removal pursuant
to Section 8(b) or 8(c), Custodian shall promptly transfer to any successor
Custodian appointed and designated by Purchaser all Submission Packages and
related documents in Custodian's possession and the successor Custodian shall
hold such Submission Packages and related documents in accordance with this
Agreement.  It Purchaser fails to appoint and designate a successor Custodian
prior to the effective date of the resignation or removal of Custodian, then
Custodian shall deliver possession and custody of the Submission Packages and
any related documents in Custodian's possession to Purchaser at the address
specified on the cover page hereof, or if a timely written designation is
received by Custodian, to any designee of Purchaser.

 (e)Custodian shall have responsibility only for the
Submission Packages and the contents thereof which have been actually delivered
to it and which have not been released to Seller, Purchaser, a Takeout Investor
or Assignee or their respective agent or designee in accordance with this
Agreement.  The standard of care to be exercised by Custodian in the performance
of its duties under this Agreement shall be to exercise the same degree of care
as Custodian exercises when it holds mortgage loan documents as collateral agent
for mortgage warehouse lenders.  Custodian is an agent, bailee and custodian
only and is not intended to be, nor shall it be construed to be, a
representative (except only as agent, bailee and custodian),  trustee or
fiduciary of or for either Seller, a Takeout Investor, Purchaser or
Assignee.

 (f)Neither the Custodian nor any of its affiliates,
directors, officers, agents, employees, representatives, counsel, or attorneys-
in-fact shall incur any liability to any Entity for Custodian's acts or
omissions hereunder, except for liabilities which (i) arise from its gross
negligence or willful misconduct or (ii) solely with respect to the
Purchaser, which arise from Custodian gross negligence or intentional failure to
(A) issue an accurate Notice of Intent to Issue a Trust Receipt; provided,
however,  that no such liability shall  be incurred with respect to the issuance
of an inaccurate Notice of Intent to Issue a Trust Receipt if the defect causing
such inaccuracy would not have been ascertainable by the Custodian applying the
procedures expressly set forth in this Agreement, (B) issue a Trust Receipt
which applies to a Mortgage Loan with respect to which the applicable procedures
set forth in Section 4 hereof have been completed by the Custodian in
accordance with this Agreement, (C) timely deliver the Submission Package
in accordance with the Delivery Instructions or Purchaser's written
instructions, as applicable, or (D) prevent the loss, damage or destruction
of any document included in a Submission Package when held by Custodian;
provided, however, Custodian shall have no liability hereunder if Custodian's
failure to perform resulted from the inaction or action of any other Entity,
other than Entities that are acting under the direct or indirect control of
Custodian.  Custodian's liability under this Agreement shall be limited to
direct damages resulting from aforesaid.  In addition Custodian shall not be
liable, directly or indirectly, for (1) any losses, claims, damages,
liabilities or expenses which would have been avoided had any Entity making a
claim taken reasonable action to mitigate such losses, claims, damages,
liabilities or expenses or (2) punitive, indirect, special or consequential
damages, even if Custodian has been advised of the possibility of such damages;
provided, however, that Purchaser's direct damages resulting from a decline in
the market value of a Mortgage Loan caused solely by a fluctuation in market
interest rates shall not be deemed special or consequential damages.  The
provisions of this Section 8 shall survive the resignation or removal of the
Custodian and the termination of this Agreement.

 (g)Custodian shall be entitled to rely upon the advice
of its legal counsel or counsel to the other parties hereto from time to time
and shall not be liable for any action or inaction by it in reliance upon such
advice.  Custodian also shall be entitled to rely upon any notice, document,
correspondence, request or directive received by it from Seller, Takeout
Investor, Purchaser or Assignee, as the case may be, that Custodian believes to
be genuine and to have been signed or presented by the proper and duly
authorized officer or representative thereof, and shall not be obligated to
inquire as to the authority or power of any person so executing or presenting
such documents or as to the truthfulness of any statements set forth therein.


 (h)Seller hereby indemnifies, defends and holds
Custodian harmless from and against any claim, legal action, liability or loss
that is initiated against or incurred by Custodian, including court costs and
reasonable attorney's fees and disbursements, in connection with Custodian's
performance of its duties under this Agreement, including those involving
ordinary negligence, but excluding those involving gross negligence or willful
misconduct of Custodian.

 (i)Custodian shall be required to perform such duties
and only such duties as are specifically set forth in this Agreement, it being
expressly understood that there are no implied duties hereunder.  When this
Agreement shall provide that the Custodian may undertake a duty, the Custodian
shall incur no liability if it shall elect not to undertake such duty, and when
this Agreement shall provide that the Custodian shall use its reasonable efforts
to perform a duty, the Custodian shall incur no liability if, despite its use of
reasonable efforts, it is unable to perform such duty or to complete such duty
within any required time period.

 (j)Custodian shall not be required by any provision of
this Agreement to expend or risk its own funds in the performance of its duties
under this Agreement if it shall have reasonable grounds for believing that
repayment of such funds is not assured to it.

 (k)Custodian may rely on the validity of documents and,
to the extent permitted hereby, oral communications delivered to it, without
investigation as to their authenticity or legal effectiveness and Seller and
Purchaser will jointly and severally hold the Custodian harmless from any claim
which may arise or be asserted against the Custodian because of the invalidity
of any such documents or oral communications or their failure to fulfill their
intended purpose.




	If the Custodian shall have at any time received
conflicting instructions from the Purchaser or the Seller with respect to any of
the Custodian's Submission Packages, and the conflict between such instructions
cannot be resolved by reference to the terms of this Agreement, the Custodian
shall be entitled to rely exclusively on the instructions of the
Purchaser.

(m)The Custodian shall not be responsible for preparing
or filing any reports or returns relating to federal, state or local income
taxes with respect to this Agreement, other than for the Custodian's
compensation or for reimbursement of expenses.

(n)The Custodian shall not be responsible or liable for, and makes no
representation or warranty with respect to, the validity, adequacy or perfection
of any lien upon or security interest in any Mortgage Loan, Mortgage Note or
Submission Package.




	The Custodian shall not be responsible for delays
or failures in performance resulting from acts beyond its control.  Such acts
shall include, but not be limited to, acts of God, acts or war or terrorism,
governmental regulations superimposed after the fact, earthquakes or other
disasters.


	"Intentionally omitted".

(q) Nothing in this Agreement shall be deemed to
impose on the Custodian any duty to qualify to do business in any jurisdiction,
other than (i) any jurisdiction where any Submission Package is or may be held
by the Custodian from time to time hereunder, and (ii) any jurisdiction where
its ownership of property or conduct of business requires such qualification and
where failure to qualify could have a material adverse effect on the Custodian
or its property or business or on the ability of the Custodian to perform it
duties hereunder.

(r) Any Person into which the Custodian may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall be a party, or
any Person succeeding to the business of the Custodian, shall be the successor
of the Custodian hereunder, without the execution of filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

(s)Under no circumstances shall the Custodian be
obligated to verify the authenticity of any signature on any of the documents
received or examined by it in connection with this Agreement or the authority or
capacity of any person to execute or issue such document, nor shall the
Custodian be responsible for the value, form, substance, validity, perfection
(other than by taking and if so instructed by Purchaser, continuing possession
of all the documents constituting the Submission Packages and delivering the
same in accordance with this Agreement), priority, effectiveness or
enforceability of any of such documents.

(t)The Purchaser and the Seller agree that the Custodian
may delegate any of its duties under this Agreement to any of its agents,
attorneys-in-fact or affiliates.  Any such affiliate (and such affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the Custodian
is entitled under this Agreement.

(u)The Custodian shall have no duty to ascertain whether or not any cash
amount or payment has been received by the Seller, the Purchaser, or any
third person.

Section 9.Assignment by Purchaser.  Provided
that any obligations owed to any Warehouse Lender have been satisfied and such
Warehouse Lender has released its security interest in the Mortgage Loans, the
Purchaser shall have free and unrestricted use of the Mortgage Loans and may
assign all of its right, title and interest in and to some or all of the
Mortgage Loans purchased by Purchaser pursuant to the Purchase Agreement and all
rights of Purchaser under the Purchase Agreement (and this Agreement) in respect
of such Mortgage Loans represented thereby to any Assignee.  The Seller hereby
irrevocably consents to any such assignment.  Upon receipt of written notice to
the Custodian of any such assignment in the form attached hereto as Exhibit L,
the Custodian shall mark its records to reflect the pledge or assignment of the
Mortgage Loans by the Purchaser to the Assignee.  The Custodian's records shall
reflect the pledge or assignment of the Mortgage Loans by the Purchaser to the
Assignee until such time as the Custodian receives written instructions from the
Purchaser with consent from the Assignee that the Mortgage Loans are no longer
pledged or assigned by the Purchaser to the Assignee, at which time the
Custodian shall change its records to reflect the release of the pledge or
assignment of the Mortgage Loans, and that the Custodian is holding the Mortgage
Loans, as custodian for, and for the benefit of, the Purchaser.

If the Purchaser has notified the Custodian in
writing of such assignment or pledge by delivery to the Custodian of a written
notice in the form of Exhibit L hereto, then, upon delivery of notice in the
form of Exhibit G by Assignee to the Custodian of the Purchaser's default,
Assignee may, subject to any limitations in any agreement between Assignee and
the Purchaser, (i) require Custodian to act with respect to the related Mortgage
Loans solely in the capacity of custodian for, and bailee of, Assignee, but
nevertheless subject to and only in accordance with the terms of this Custodial
Agreement, (ii) require Custodian to hold such Mortgage Loans for the exclusive
use and benefit of Assignee, and (iii) assume the rights of the Purchaser under
this Agreement to furnish instructions to the Custodian as to the disposition of
such Mortgage Loans and such rights shall be exercisable solely by Assignee.  In
addition, within three (3) Business Days of receipt of such notice to the
Custodian in the form of Exhibit G and receipt by the Custodian of the Trust
Receipt from the Assignee, the Custodian shall deliver, in accordance with the
written instructions of the Assignee, a Trust Receipt issued in the name of the
Assignee and to the place indicated in any such written direction from the
Assignee.  The Custodian shall assume that any assignment from the Purchaser to
Assignee is subject to no limitations that are not expressly set forth in this
Custodial Agreement. Until such time as the Custodian receives notice in the
form of Exhibit G from the Assignee that there exists an event of default with
respect to a pledge or assignment of its interest in the Mortgage Loans and
Mortgage Files, the Custodian shall take directions solely from Purchaser.

Section 10.Insurance.  Custodian shall, at its own
expense, maintain at all times during the existence of this Agreement such (a)
fidelity insurance and (b) document hazard insurance as Custodian deems, from
time to time, appropriate. 

Section 11.Delivery of Submission Packages.
Written instructions as to the method of shipment and shipper(s) the Custodian
is directed to utilize in connection with the delivery of Submission Packages
related to Mortgage Loans in the performance of the Custodian's duties hereunder
shall be delivered by the Seller to the Custodian prior to any shipment of any
Mortgage Loans hereunder.  Seller shall select shipper(s) from a list of
shippers, approved by both Custodian and Purchaser, provided by Purchaser to
Seller.  Furthermore, Seller shall provide Custodian Delivery Instructions by
8:00 a.m.  New York City time on the Delivery Date for same day shipment.  The
Seller will arrange for the provision of such services at its sole cost and
expense (or, at the Custodian's option, reimburse the Custodian for all costs
and expenses incurred by the Custodian consistent with such instructions) and
will maintain such insurance against loss or damage to Submission Packages as
the Seller deems appropriate.  It is expressly agreed that in no event shall the
Custodian have any liability for any losses or damages to any person, including
without limitation, the Seller, arising out of actions of the Custodian
consistent with instructions of the Seller (including, without limitation,
losses or damages arising out of non-performance or faulty performance by a
shipper).  Any delivery of Submission Packages under this Agreement shall be by
personal delivery, recognized courier delivery service, or registered or
certified first class mail, postage prepaid, return receipt requested, as
designated by the Seller.  In no event shall Custodian permit delivery to be
made by Seller or an agent of Seller.

Section 12.Representations, Warranties and Covenants.

 (a)By Custodian.  Custodian hereby represents and
warrants to, and covenants with, Seller and Purchaser that, as of the date
hereof and at all times while Custodian is performing services under this
Agreement:
 (i)Custodian is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation; and

 (ii)Custodian has the full power and authority to hold
each Mortgage Loan and to execute, deliver and perform, and to enter into and
perform its duties and obligations as contemplated by, this
Agreement, has duly authorized the execution, delivery and performance of this
Agreement and has duly executed and delivered this Agreement, and this Agreement
constitutes a legal, valid and binding obligation of Custodian, enforceable
against it in accordance with its terms, except as the enforcement thereof may
be limited by applicable receivership, conservatorship or similar debtor relief
laws and except that certain equitable remedies may not be available regardless
of whether enforcement is sought in equity or law.



 (b)By Seller.  Seller hereby represents and warrants to,
and covenants with, Custodian and Purchaser that, as of the date hereof and
throughout the term of this Agreement:
 (i)Seller is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation; 

 (ii)Seller has the full power and authority to hold each
Mortgage Loan and to execute, deliver and perform, and to enter into and
consummate all transactions contemplated by, this Agreement, has duly authorized
the execution, delivery and performance of this Agreement and has duly executed
and delivered this Agreement, and this Agreement constitutes a legal, valid and
binding obligation of Seller, enforceable against it in accordance with its
terms, except as the enforcement thereof may be limited by applicable
receivership, conservatorship or similar debtor relief laws and except that
certain equitable remedies may not be available regardless of whether
enforcement is sought in equity or law.

 (iii)with respect to the wire transfer instructions as
set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash
Warehouse Delivery) such wire transfer instructions are identical to Purchaser's
Wire Instructions to Seller; and

 (iv)the Payee Number set forth on Fannie Mae Form 1068
(Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or
Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is
identical to the Payee Number that has been identified by Purchaser in the
Request for Certification.



 (c)By Purchaser.  Purchaser hereby represents and
warrants to, and covenants with, Custodian and Seller that, as of the date
hereof and throughout the term of this Agreement:
 (i)Purchaser is acquiring the Mortgage Loans for its own
account only and not for any other person;

 (ii)Purchaser considers itself a substantial,
sophisticated institutional investor having such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of investment in the Mortgage Loans; 

 (iii)Purchaser has been furnished with all information
regarding the related Mortgage Loans that it has requested from Seller;

 (iv)Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation; and

 (v)Purchaser has the full power and authority to hold
each Mortgage Loan and to execute, deliver and perform, and to enter into and
consummate all transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement and has duly executed
and delivered this Agreement, and this Agreement constitutes a legal, valid and
binding obligation of Purchaser, enforceable against it in accordance with its
terms, except as the enforcement thereof may be limited by applicable
receivership, conservatorship or similar debtor relief laws and except that
certain equitable remedies may not be available regardless of whether
enforcement is sought in equity or law.



Section 13.No Adverse Interests.  By its
acceptance of each Submission Package, Custodian covenants and warrants to
Purchaser that:  (a) as of the date and time of payment by Purchaser of the
Release Payment, Custodian, solely in its capacity as Custodian, (i) holds
no adverse interests, by way of security or otherwise, in the related Mortgage
Loan, and (ii) has no interest in or lien upon the Submission Packages
which it holds as Custodian for Purchaser; and (b) Custodian hereby waives
and releases any such interest in such Mortgage Loan which it, acting solely in
its capacity as Custodian, has or which it may thereafter acquire prior to the
time of release of such Mortgage Loan from the terms of this Agreement.

Section 14.Amendments.  This Agreement may be
amended from time to time only by written agreement of Seller, Purchaser and
Custodian. 

Section 15.Execution in Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.

Section 16.Agreement for Exclusive Benefit of Parties;
Assignment.  This Agreement is for the exclusive benefit of the parties
hereto and their respective successors and permitted assigns hereunder and shall
not be deemed to give any legal or equitable right, remedy or claim to any other
person whatsoever.  This Agreement shall bind the parties hereto and their
respective successors, but, except for the assignments provided in
Sections 3(b), 8(r) and 9, shall not be assigned or
pledged by any party without the prior written consent of the other parties.
Written notice from Assignee to Custodian (with a copy to Purchaser) that
Purchaser has defaulted in any material respect under any funding or loan
agreement relating to the financing of Purchaser's purchase of Mortgage Loans
shall be conclusive for all purposes of this Agreement.

Section 17.Effect of Invalidity of Provisions.  In
case any one or more of the provisions contained in this Agreement should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

Section 18.Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to conflict of laws rules.

Section 19.Consent to Service.  Each party
irrevocably consents to the service of process by registered or certified mail,
postage prepaid, to it at its address given in or pursuant to Section 20.

Section 20.Notices.  Any notices, consents,
directions and other communications given under this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by facsimile
or electronic transmission, or personally delivered at, or sent by overnight
courier to the addresses of the parties hereto set forth on the cover page
hereof or such other address as any party shall give in a notice to the other
parties pursuant to this Section 20.


Custodian's Address:
                   GMAC Bank

                   3710 Kennett Pike

                   Greenville, DE 19807

                   Attn: Chief Operating Officer



With a copy to:



GMAC Bank

                   100 Witmer Road

                   Horsham, PA 19044

                   Attn: General Counsel



With a copy to:



GMAC Bank

                   100 Century Parkway

                   Mt. Laurel, New Jersey 08054






Section 21.Certification.  Custodian hereby
acknowledges that each time it issues a Notice of Intent to Issue a Trust
Receipt it is making an express representation and warranty to Purchaser that it
has performed the Certification as specified in Sections 4(a) and
(b) with respect to the related Mortgage Loan.

Section 22.Construction.  The headings in this
Agreement are for convenience only and are not intended to influence its
construction.  References to Sections and Exhibits in this Agreement are to the
Sections of and Exhibits to this Agreement.  The Exhibits are part of this
Agreement.  In this Agreement, the singular includes the plural, the plural the
singular, and the words "and" and "or" are used in the conjunctive or
disjunctive as the sense and circumstances may require.



IN WITNESS WHEREOF, Seller, Purchaser and Custodian have
caused this Agreement to be duly executed as of the date and year first above
written.



E-LOAN, INC., as Seller


 

By: /s/ _____________________________

       Name:  Steven Majerus

   Title:  Vice President of Capital Markets


 

GREENWICH CAPITAL 

FINANCIAL PRODUCTS, INC., as Purchaser


 

By: /s/ _____________________________

       Name:  Michael Pillari

   Title:  Managing Director


 

GMAC BANK, 

as Custodian


 

By: /s/ _____________________________

       Name:  John Doulong

   Title:  Senior Vice President














 

 

 

 

 

 

 

 

*Exhibits and schedules have been omitted in accordance with Item 601 of
Regulation S-K, and will be provided upon request.