Exhibit 10.2

MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING
AGREEMENT



E-LOAN, INC.
									Seller and Interim Servicer





GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

Purchaser



Dated as of February 1, 2003

Adjustable Rate Mortgage Loans

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MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING
AGREEMENT

This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING
AGREEMENT (the "Agreement"), dated as of February 1, 2003, by and
between Greenwich Capital Financial Products, Inc., having an office at 600
Steamboat Road, Greenwich, Connecticut  06830 (the "Purchaser") and
E-Loan, Inc., having an office at 5875 Arnold Road, Dublin, California 94568 (the
"Seller").

W I T N E S S E T H :

WHEREAS, the Seller desires to sell, from time to time, to
the Purchaser, and the Purchaser desires to purchase, from time to time, from
the Seller, certain conventional adjustable rate residential first lien mortgage
loans, (the "Mortgage Loans"), including the right to any Prepayment
Charges or penalties payable by the related Mortgagors in connection with any
principal prepayments on the Mortgage Loans, as described herein on a
servicing-released basis, and which shall be delivered in groups of whole loans on various
dates as provided herein (each, a "Closing Date");

WHEREAS, each Mortgage Loan is secured by a mortgage, deed of
trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule for
the related Mortgage Loan Package, which is to be annexed hereto on each Closing
Date as Schedule I;

WHEREAS, the Purchaser and the Seller wish to prescribe the
manner of the conveyance, interim servicing and control of the Mortgage Loans;
and

WHEREAS, following its purchase of the Mortgage Loans from
the Seller, the Purchaser desires to sell some or all of the Mortgage Loans to
one or more purchasers as a whole loan transfer in a whole loan or participation
format or a public or private mortgage-backed securities transaction;

NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Purchaser and the
Seller agree as follows:

SECTION 1. Definitions.  For purposes of this Agreement the
following capitalized terms shall have the respective meanings set forth
below.

Adjustment Date:  The date set forth in the related
Mortgage Note on which the Mortgage Interest Rate on such Mortgage Loan is
adjusted in accordance with the terms of the related Mortgage Note.

Agreement:  This Master Mortgage Loan Purchase and
Interim Servicing Agreement including all exhibits, schedules, amendments and
supplements hereto.

Appraised Value:  With respect to any Mortgaged
Property, the lesser of (i) the value thereof as determined by an appraisal made
for the originator of the Mortgage Loan at the time of origination of the
Mortgage Loan by an appraiser who met the minimum requirements of FNMA and
FHLMC, and (ii) the purchase price paid for the related Mortgaged Property by
the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the
case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is
based solely upon the value determined by an appraisal made for the originator
of such Refinanced Mortgage Loan at the time of origination of such Refinanced
Mortgage Loan by an appraiser who met the minimum requirements of FNMA and
FHLMC.

Assignment and Conveyance:  An assignment and
conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed
hereto as Exhibit 4.

Assignment of Mortgage: An individual 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 give record notice of the sale of the Mortgage to the
Purchaser.

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

Cash-Out Refinancing:  A Refinanced Mortgage Loan the
proceeds of which were in excess of the principal balance of any existing first
mortgage on the related Mortgaged Property and related closing costs, and were
used to pay any such existing first mortgage, related closing costs and
subordinate mortgages on the related Mortgaged Property.

Closing Date: The date or dates on which the Purchaser
from time to time shall purchase and the Seller from time to time shall sell to
the Purchaser, the Mortgage Loans listed on the related Mortgage Loan Schedule
with respect to the related Mortgage Loan Package.

Closing Documents:  With respect to any Closing Date,
the documents required pursuant to Section 9.

Code:  The Internal Revenue Code of 1986, or any
successor statute thereto.

Condemnation Proceeds:  All awards, compensation and
settlements in respect of a taking of all or part of a Mortgaged Property by
exercise of the power of condemnation or the right of eminent domain.

Confirmation:  With respect to any Mortgage Loan
Package purchased and sold on any Closing Date, the letter agreement between the
Purchaser and the Seller, in the form annexed hereto as Exhibit 10
(including any exhibits, schedules and attachments thereto), setting forth the
terms and conditions of such transaction and describing the Mortgage Loans to be
purchased by the Purchaser on such Closing Date.  A Confirmation may relate to
more than one Mortgage Loan Package to be purchased on one or more Closing Dates
hereunder.

Convertible Mortgage Loan: A Mortgage Loan that by its
terms and subject to certain conditions contained in the related Mortgage or
Mortgage Note allows the Mortgagor to convert the adjustable Mortgage Interest
Rate on such Mortgage Loan to a fixed Mortgage Interest Rate.

Custodial Account: The separate account or accounts,
each of which shall be an Eligible Account, created and maintained pursuant to
this Agreement, which shall be entitled "E-Loan, Inc., as servicer, in
trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage
Loans", established at a financial institution acceptable to the
Purchaser.

Custodial Agreement: The agreement governing the
retention of the originals of each Mortgage Note, Mortgage, Assignment of
Mortgage and other Mortgage Loan Documents, a form of which agreement is annexed
hereto as Exhibit 6.

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

Cut-off Date: The first day of the month in which the
related Closing Date occurs.

Deleted Mortgage Loan:  A Mortgage Loan replaced or
to be replaced by a Qualified Substitute Mortgage Loan.

Determination Date:  With respect to each Distribution
Date, the fifteenth (15th) day of the calendar month in which such Distribution
Date occurs or, if such fifteenth (15th) day is not a Business Day, the Business
Day immediately preceding such fifteenth (15th) day.

Distribution Date:  The eighteenth (18th) day of each
month, commencing on the eighteenth day of the month next following the month in
which the related Cut-off Date occurs, or if such eighteenth (18th) day is not a
Business Day, the first Business Day immediately following such eighteenth
(18th) day.

Due Date: With respect to each Distribution Date, the
first day of the calendar month in which such Distribution Date occurs, which is
the day on which the Monthly Payment is due on a Mortgage Loan, exclusive of any
days of grace.

Eligible Account:  Either (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such holding
company) are rated A-1 by S&P or Prime-1 by Moody's (or a comparable rating
if another rating agency is specified by the Purchaser by written notice to the
Seller) at the time any amounts are held on deposit therein, (ii) an account or
accounts the deposits in which are fully insured by the FDIC or (iii) a trust
account or accounts maintained with a federal or state chartered depository
institution or trust company acting in its fiduciary capacity.  Eligible
Accounts may bear interest.

Escrow Account: The separate trust account or accounts
created and maintained pursuant to this Agreement which shall be entitled
"E-Loan, Inc., as servicer, in trust for the Purchaser and various
Mortgagors, Adjustable Rate Mortgage Loans," established at a financial
institution acceptable to the Purchaser.

Escrow Payments:   The amounts constituting ground
rents, taxes, assessments, water charges, sewer rents, fire and hazard insurance
premiums, Primary Insurance Policy premiums and other payments required to be
escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any
Mortgage Note or Mortgage.

Event of Default:  Any one of the events enumerated in
Subsection 14.01.

FDIC: The Federal Deposit Insurance Corporation, or
any successor thereto.

FHLMC: Freddie Mac or any successor thereto.

Final Recovery Determination: With respect to any
defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased by the Seller pursuant to this Agreement), a determination
made by the Seller that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Seller, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so recovered.
The Seller shall maintain records, prepared by a servicing officer of the
Seller, of each Final Recovery Determination.

Flood Zone Service Contract:  A transferable contract
maintained for the Mortgaged Property with a nationally recognized flood zone
service provider for the purpose of obtaining the current flood zone status
relating to such Mortgaged Property.

FNMA:  Fannie Mae or any successor thereto.

Gross Margin: The fixed percentage amount set forth in
the related Mortgage Note and the related Mortgage Loan Schedule that is added
to the Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note to determine the new Mortgage Interest Rate for such Mortgage
Loan.

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

Index: The index identified on the Mortgage Loan
Schedule and set forth in the related Mortgage Note for the purpose of
calculating the interest rate thereon.

Initial Closing Date:  The Closing Date on which the
Purchaser purchases and the Seller sells the first Mortgage Loan Package
hereunder.

Insurance Proceeds: With respect to each Mortgage
Loan, proceeds of insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.

Interim Servicing Period:  With respect to any
Mortgage Loan, the period commencing on the related Closing Date and ending on
the date specified in the related Confirmation, provided, however that the
Interim Servicing Period may be extended for additional periods of thirty days
by written notice by the Purchaser.

Liquidation Proceeds:  Amounts, other than Insurance
Proceeds and Condemnation Proceeds, received in connection with the liquidation
of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or
otherwise, other than amounts received following the acquisition of REO
Property.

Loan-to-Value Ratio or LTV: With respect to any
Mortgage Loan as of any date of determination, the ratio on such date of the
outstanding principal amount of the Mortgage Loan, to the Appraised Value of the
Mortgaged Property.

Maximum Mortgage Interest Rate: A rate that is set
forth on the related Mortgage Loan Schedule and in the related Mortgage Note and
is the maximum interest rate to which the Mortgage Interest Rate on such
Mortgage Loan may be increased.

Minimum Mortgage Interest Rate:  A rate that is set
forth on the related Mortgage Loan Schedule and in the related Mortgage Note and
is the minimum interest rate to which the Mortgage Interest Rate on such
Mortgage Loan may be decreased.

Monthly Payment: With respect to any Mortgage Loan,
the scheduled combined payment of principal and interest payable by a Mortgagor
under the related Mortgage Note on each Due Date.

Moody's:  Moody's Investors Service, Inc. or its
successor in interest.

Mortgage: The mortgage, deed of trust or other
instrument creating a first lien on Mortgaged Property securing the Mortgage
Note.

Mortgage File: The items pertaining to a particular
Mortgage Loan referred to in Exhibit 5 annexed hereto, and any additional
documents required to be added to the Mortgage File pursuant to this Agreement
or the related Confirmation.

Mortgage Interest Rate:  The annual rate that interest
accrues on such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note.

Mortgage Loan: Each first lien, residential mortgage
loan, sold, assigned and transferred to the Purchaser pursuant to this Agreement
and the related Confirmation and identified on the Mortgage Loan Schedule
annexed to this Agreement on such Closing Date, which Mortgage Loan includes
without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments (including Prepayment Charges), Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan.

Mortgage Loan Documents: The documents listed in
Section 2 of the Custodial Agreement pertaining to any Mortgage Loan.

Mortgage Loan Package:  The Mortgage Loans listed on a
Mortgage Loan Schedule, delivered to the Custodian and the Purchaser at least
five (5) Business Days prior to the related Closing Date and attached to this
Agreement as Schedule I on the related Closing Date.

Mortgage Loan Schedule: With respect to each Mortgage
Loan Package, the schedule of Mortgage Loans to be annexed hereto as Schedule
I (or a supplement thereto) on each Closing Date for the Mortgage Loan
Package delivered on such Closing Date in both hard copy and floppy disk, such
schedule setting forth the following information with respect to each Mortgage
Loan in the Mortgage Loan Package: (1) the Seller's Mortgage Loan identifying
number; (2) the Mortgagor's first and last name; (3) the street address of the
Mortgaged Property including the state and zip code; (4) a code indicating
whether the Mortgaged Property is owner-occupied; (5) the type of Residential
Dwelling constituting the Mortgaged Property; (6) the original months to
maturity; (7) the original date of the Mortgage Loan and the remaining months to
maturity from the Cut-off Date, based on the original amortization schedule; (8)
the Loan-to-Value Ratio at origination; (9) the Mortgage Interest Rate in effect
immediately following the Cut-off Date; (10) the date on which the first Monthly
Payment was due on the Mortgage Loan; (11) the stated maturity date; (12) the
amount of the Monthly Payment at origination; (13) the amount of the Monthly
Payment as of the Cut-off Date; (14) the last Due Date on which a Monthly
Payment was actually applied to the unpaid Stated Principal Balance; (15) the
original principal amount of the Mortgage Loan; (16) the Stated Principal
Balance of the Mortgage Loan as of the close of business on the Cut-off Date;
(17) the first Adjustment Date; (18) the Gross Margin; (19) a code indicating
the purpose of the loan (i.e., purchase financing, Rate/Term Refinancing,
Cash-Out Refinancing); (20) the Maximum Mortgage Interest Rate under the terms of the
Mortgage Note; (21) the Minimum Mortgage Interest Rate under the terms of the
Mortgage Note; (22) the Mortgage Interest Rate at origination; (23) the Periodic
Rate Cap; (24) the first Adjustment Date immediately following the Cut-off Date;
(25) the Index; (26) the date on which the first Monthly Payment was due on the
Mortgage Loan and, if such date is not consistent with the Due Date currently in
effect, such Due Date; (27) a code indicating if the Mortgage Loan is subject to
a Primary Insurance Policy (28) a code indicating the documentation style (i.e.,
full, alternative or reduced); (29) the Appraised Value of the Mortgaged
Property; (30) the sale price of the Mortgaged Property, if applicable; (31) a
code indicating whether the Mortgage Loan is subject to a Prepayment Charge or
penalty; and (32) the amount and the term of any Prepayment Charge or penalty.
With respect to the Mortgage Loan Package in the aggregate, the Mortgage Loan
Schedule shall set forth the following information, as of the related Cut-off
Date: (1) the number of Mortgage Loans; (2) the current principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
Loans; and (4) the weighted average maturity of the Mortgage Loans. Schedule
I hereto shall be supplemented as of each Closing Date to reflect the
addition of the Mortgage Loan Schedule with respect to the related Mortgage Loan
Package.

Mortgage Note: The original executed note or other
evidence of the Mortgage Loan indebtedness of a Mortgagor.

Mortgaged Property: The Mortgagor's real property
securing repayment of a related Mortgage Note, consisting of a fee simple
interest in a single parcel of real property improved by a Residential
Dwelling.

Mortgagee:  The mortgagee or beneficiary named in the
Mortgage and the successors and assigns of such mortgagee or beneficiary.

Mortgagor: The obligor on a Mortgage Note, the owner
of the Mortgaged Property and the grantor or mortgagor named in the related
Mortgage and such grantor's or mortgagor's successor's in title to the Mortgaged
Property.

Officer's Certificate: A certificate signed by the
Chairman of the Board or the Vice Chairman of the Board or a President or a Vice
President and by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Person on behalf of whom such
certificate is being delivered.

Opinion of Counsel: A written opinion of counsel, who
may be salaried counsel for the Person on behalf of whom the opinion is being
given, reasonably acceptable to each Person to whom such opinion is
addressed.

Pass-Through Transfer: The sale or transfer of some or
all of the Mortgage Loans by the Purchaser to a trust to be formed as part of a
publicly issued or privately placed mortgage-backed securities transaction.

Periodic Rate Cap: With respect to each Adjustment
Date, a number of percentage points per annum that is set forth in the related
Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum
amount by which the Mortgage Interest Rate for such Mortgage Loan may increase
(without regard to the Maximum Mortgage Interest Rate) or decrease (without
regard to the Minimum Mortgage Interest Rate) on such Adjustment Date from the
Mortgage Interest Rate in effect immediately prior to such Adjustment Date.

Person:  An individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

Premium: With respect to each prepaid Mortgage Loan,
an amount equal to the product of (x) the excess of the Purchase Price
percentage used to determine the purchase price over 100%, times (y) the
outstanding principal balance of such prepaid Mortgage Loan as of the Cut-off
Date, times (z) a fraction, the numerator of which is twelve (12) minus the
number of full months which has passed following the related Closing Date, and
the denominator of which is twelve (12).

Prepayment Charge: With respect to any Mortgage Loan, any
prepayment penalty or premium thereon payable in connection with a principal
prepayment on such Mortgage Loan pursuant to the terms of the related Mortgage
Note.

Prepayment Charge Schedule: The schedule to be annexed hereto
as Schedule II indicating whether a Mortgage Loan is subject to a
Prepayment Charge and if so, the amount and term of such Prepayment Charge.

Primary Insurance Policy: A policy of primary mortgage
guaranty insurance issued by a Qualified Insurer.

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 Charge, 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 price paid on the related Closing
Date by the Purchaser to the Seller pursuant to the related Confirmation in
exchange for the Mortgage Loans purchased on such Closing Date as calculated as
provided in Section 4.

Qualified Insurer: Any insurer which meets the
requirements of FNMA and FHLMC.

Qualified Substitute Mortgage Loan:  A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the Stated
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage
Interest Rate not less than (and not more than one percentage point in excess
of) the Mortgage Interest Rate of the Deleted Mortgage Loan, (iii) have a
remaining term to maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan, (iv) have the same Due Date as the Due
Date on the Deleted Mortgage Loan, (v) have a Loan-to-Value Ratio as of the date
of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date, (vi) conform to each representation and warranty
set forth in Subsection 7.02 of this Agreement, (vii) be the same type of
mortgage loan (i.e. adjustable rate with the same Gross Margin and Index as the
Deleted Mortgage Loan); and (viii) be covered under a Primary Insurance Policy
if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in excess
of 80%.  In the event that one or more mortgage loans are substituted for one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be
determined on the basis of aggregate principal balances, the Mortgage Interest
Rates described in clause (ii) hereof shall be determined on the basis of
weighted average Mortgage Interest Rates and shall be satisfied as to each such
mortgage loan, the terms described in clause (iii) shall be determined on the
basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios
described in clause (v) hereof shall be satisfied as to each such mortgage loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (viii) hereof must be
satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as
the case may be.

Rate/Term Refinancing:  A Refinanced Mortgage Loan,
the proceeds of which are not in excess of the existing first mortgage loan on
the related Mortgaged Property and related closing costs, and were used
exclusively to satisfy the then existing first mortgage loan of the Mortgagor on
the related Mortgaged Property and to pay related closing costs.

Reconstitution Agreement: The agreement or agreements
entered into by the Seller and the Purchaser and/or certain third parties on the
Reconstitution Date or Dates with respect to any or all of the Mortgage Loans
serviced hereunder, in connection with a Whole Loan Transfer or a Pass-Through
Transfer as provided in Section 12.

Reconstitution Date: The date or dates on which any or
all of the Mortgage Loans serviced under this Agreement shall be removed from
this Agreement and reconstituted as part of a Whole Loan Transfer or Pass-
Through Transfer pursuant to Section 12 hereof.

Record Date:  With respect to each Distribution Date,
the last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

Refinanced Mortgage Loan:  A Mortgage Loan the
proceeds of which were not used to purchase the related Mortgaged Property.

REMIC:  A "real estate mortgage investment
conduit" within the meaning of Section 860D of the Code.

REO Account: The separate trust account or accounts
created and maintained pursuant to this Agreement which shall be entitled
"E-Loan, Inc., in trust for the Purchaser, as of [date of acquisition of
title], Adjustable Rate Mortgage Loans".

REO Disposition:  The final sale by the Seller of any
REO Property.

REO Property:  A Mortgaged Property acquired as a
result of the liquidation of a Mortgage Loan.

Repurchase Price: With respect to any Mortgage Loan, a
price equal to (i)(A) prior to the Reconstitution Date with respect to such
Mortgage Loan, the product of the Stated Principal Balance of such Mortgage Loan
times the greater of (x) the Purchase Price percentage as stated in the related
Confirmation and (y) 100%, and (B) thereafter, the Stated Principal Balance of
such Mortgage Loan, plus (ii) interest on such Stated Principal Balance at the
Mortgage Interest Rate from and including the last Due Date through which
interest has been paid by or on behalf of the Mortgagor to the first day of the
month following the date of repurchase, less amounts received in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for
distribution in connection with such Mortgage Loan.

Residential Dwelling:  Any one of the following: (i) a
detached one-family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a co-
operative, mobile or manufactured home.

Servicing Addendum:  The terms and conditions attached
hereto as Exhibit 9 which will govern the servicing of the Mortgage Loans by
Seller during the Interim Servicing Period.

Servicing Advances:  All customary, reasonable and
necessary "out-of-pocket" costs and expenses incurred by the Seller in
the performance of its servicing obligations, including, but not limited to, the
cost of (i) preservation, restoration and repair of a Mortgaged Property, (ii)
any enforcement or judicial proceedings with respect to a Mortgage Loan,
including foreclosure actions and (iii) the management and liquidation of REO
Property.

Servicing Fee:  Except to the extent otherwise
provided in the related Confirmation, the Servicing Fee shall be $0 per
month.

Servicing File: With respect to each Mortgage Loan,
the file retained by the Seller consisting of originals of all documents in the
Mortgage File which are not delivered to the Purchaser or the Custodian and
copies of the Mortgage Loan Documents set forth in Section 2 of the Custodial
Agreement.

S&P:  Standard & Poor's Ratings Group or its
successor in interest.

Stated Principal Balance: As to each Mortgage Loan as
of any date of determination, (i) the principal balance of the Mortgage Loan as
of the Cut-off Date after giving effect to payments of principal received on or
before such date, minus (ii) all amounts previously distributed to the Purchaser
with respect to the related Mortgage Loan representing payments or recoveries of
principal.

Tax Service Contract:  A transferable contract
maintained for the Mortgaged Property with a tax service provider for the
purpose of obtaining current information from local taxing authorities relating
to such Mortgaged Property.

Whole Loan Transfer:  Any sale or transfer of some or
all of the Mortgage Loans by the Purchaser to a third party, which sale or
transfer is not a Pass-Through Transfer.

SECTION 2. Agreement to Purchase.  The Seller agrees to sell,
and the Purchaser agrees to purchase, from time-to-time, Mortgage Loans having
an aggregate principal balance on the related Cut-off Date in an amount as set
forth in the related Confirmation, or in such other amount as agreed by the
Purchaser and the Seller as evidenced by the actual aggregate principal balance
of the Mortgage Loans accepted by the Purchaser on the related Closing
Date.

SECTION 3. Mortgage Loan Schedules.  The Seller shall deliver
the Mortgage Loan Schedule for a Mortgage Loan Package to be purchased on a
particular Closing Date to the Purchaser at least five (5) Business Days prior
to the related Closing Date.

SECTION 4. Purchase Price.  The Purchase Price for each Mortgage
Loan listed on the related Mortgage Loan Schedule shall be the percentage of par
as stated in the related Confirmation (subject to adjustment as provided
therein), multiplied by its Stated Principal Balance as of the related Cut-off
Date. If so provided in the related Confirmation, portions of the Mortgage Loans
shall be priced separately.

In addition to the Purchase Price as described above, the
Purchaser shall pay to the Seller, at closing, accrued interest on the Stated
Principal Balance of each Mortgage Loan as of the related Cut-off Date at its
Mortgage Interest Rate, net of the Servicing Fee, from the related Cut-off Date
through the day prior to the related Closing Date, both inclusive.

The Purchaser shall own and be entitled to receive with
respect to each Mortgage Loan purchased, (1) all recoveries of principal
collected after the Cut-off Date; (2) all payments of interest on the Mortgage
Loans collected after the Cut-off Date net of the Servicing Fee, if any, during
the Interim Servicing Period; and (3) all Prepayment Charges on the Mortgage
Loans collected after the Cut-off Date.

SECTION 5. Examination of Mortgage Files.  In addition to the
rights granted to the Purchaser under the related Confirmation to underwrite the
Mortgage Loans and review the Mortgage Files prior to the Closing Date, prior to
the related Closing Date, the Seller shall, at the Purchaser's option, (a)
deliver to the Custodian in escrow, for examination with respect to each
Mortgage Loan to be purchased on such Closing Date, the related Mortgage File,
including the Assignment of Mortgage, pertaining to each Mortgage Loan, or (b)
make the related Mortgage File available to the Purchaser for examination at the
Seller's offices or such other location as shall otherwise be agreed upon by the
Purchaser and the Seller. Such examination may be made by the Purchaser or its
designee at any reasonable time before or after the related Closing Date. If the
Purchaser makes such examination prior to the related Closing Date and
identifies any Mortgage Loans that do not conform to the terms of the related
Confirmation or the Purchaser's underwriting standards, such Mortgage Loans may,
at the Purchaser's option, be rejected for purchase by the Purchaser.  If not
purchased by the Purchaser, such Mortgage Loans shall be deleted from the
related Mortgage Loan Schedule. The Purchaser may, at its option and without
notice to the Seller, purchase all or part of any Mortgage Loan Package without
conducting any partial or complete examination. The fact that the Purchaser has
conducted or has determined not to conduct any partial or complete examination
of the Mortgage Files shall not affect the Purchaser's (or any of its
successors') rights to demand repurchase or other relief or remedy provided for
in this Agreement.

SECTION 6. Conveyance from Seller to Purchaser.

1. Conveyance of Mortgage Loans; Possession of Servicing
Files.
2. Books and Records.
3. Delivery of Mortgage Loan
Documents.

Pursuant to the Custodial Agreement to be executed among and
delivered by the Purchaser, the Custodian and the Seller prior to the Initial
Closing Date, the Seller shall from time to time in connection with each Closing
Date, at least three (3) Business Days prior to such Closing Date, deliver and
release to the Custodian those Mortgage Loan Documents as required by the
Custodial Agreement with respect to each Mortgage Loan to be purchased and sold
on the related Closing Date and set forth on the related Mortgage Loan Schedule
delivered with such Mortgage Loan Documents.

The Custodian shall certify its receipt of all such Mortgage
Loan Documents required to be delivered pursuant to the Custodial Agreement for
the related Closing Date, as evidenced by the Trust Receipt and Initial
Certification of the Custodian in the form annexed to the Custodial Agreement.
The Seller shall be responsible for maintaining the Custodial Agreement during
the Interim Servicing Period.  The fees and expenses of the Custodian shall be
paid by the Purchaser.

The Seller shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with this Agreement within two weeks of
their execution, provided, however, that the Seller shall provide the Custodian
with a certified true copy of any such document submitted for recordation within
two weeks of its execution, and shall provide the original of any document
submitted for recordation or a copy of such document certified by the
appropriate public recording office to be a true and complete copy of the
original within ninety days of its submission for recordation.

SECTION 7. Representations, Warranties and Covenants of the Seller:
Remedies for Breach.

1. Representations and Warranties Respecting the
Seller.
2. The Seller is duly organized, validly existing and in
good standing under the laws of the state of Delaware and is and will remain in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and the servicing of the Mortgage Loan in accordance with the terms of this
Agreement;
3. The Seller has the full power and authority to hold each
Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and perform,
and to enter into and consummate, all transactions contemplated by this
Agreement. The Seller has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement,
and this Agreement, assuming due authorization, execution and delivery by the
Purchaser, constitutes a legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency or reorganization;
4. The execution and delivery of this Agreement by the
Seller and the performance of and compliance with the terms of this Agreement
will not violate the Seller's articles of incorporation or by-laws or constitute
a default under or result in a breach or acceleration of, any material contract,
agreement or other instrument to which the Seller is a party or which may be
applicable to the Seller or its assets;
5. The Seller is not in violation of, and the execution and
delivery of this Agreement by the Seller and its performance and compliance with
the terms of this Agreement will not constitute a violation with respect to, any
order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction over the Seller or its
assets, which violation might have consequences that would materially and
adversely affect the condition (financial or otherwise) or the operation of the
Seller or its assets or might have consequences that would materially and
adversely affect the performance of its obligations and duties
hereunder;
6. The Seller is an approved seller for FNMA and an approved
seller/servicer for FHLMC in good standing and is a HUD approved mortgagee
pursuant to Section 203 of the National Housing Act. No event has occurred,
including but not limited to a change in insurance coverage, which would make
the Seller unable to comply with FNMA, FHLMC or HUD eligibility requirements or
which would require notification to FNMA, FHLMC or HUD;
7. 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;
8. The Mortgage Note, the Mortgage (or certified copy of the
Mortgage), the Assignment of Mortgage and any other documents required to be
delivered with respect to each Mortgage Loan pursuant to the Custodial
Agreement, have been delivered to the Custodian all in compliance with the
specific requirements of the Custodial Agreement. With respect to each Mortgage
Loan, the Seller is in possession of a complete Mortgage File in compliance with
Exhibit 5, except for such documents as have been delivered to the
Custodian;
9. Immediately prior to the payment of the Purchase Price
for each Mortgage Loan, the Seller was the owner of record of the related
Mortgage and the indebtedness evidenced by the related Mortgage Note and upon
the payment of the Purchase Price by the Purchaser, in the event that the Seller
retains record title, the Seller shall retain such record title to each
Mortgage, each related Mortgage Note and the related Mortgage Files with respect
thereto in trust for the Purchaser as the owner thereof and only for the purpose
of servicing and supervising the servicing of each Mortgage Loan;
10. There are no actions or proceedings against, or to the
best of Seller's knowledge, investigations of, the Seller before any court,
administrative or other tribunal (A) that might prohibit its entering into this
Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the Seller
of its obligations under, or the validity or enforceability of, this
Agreement;
11. 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 consummation of the transactions contemplated by this Agreement, except
for such consents, approvals, authorizations or orders, if any, that have been
obtained prior to the Closing Date;
12. 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 and the Mortgages by
the Seller pursuant to this Agreement are not subject to the bulk transfer or
any similar statutory provisions;
13. Neither this Agreement nor any written statement, report
or other document prepared and furnished or to be prepared and furnished by the
Seller pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of material fact or omits to
state a material fact necessary to make the statements contained herein or
therein not misleading;
14. The transfer of the Mortgage Loans shall be treated as a
sale on the books and records of Seller, and Seller has determined that, and
will treat, the disposition of the Mortgage Loans pursuant to this Agreement for
tax and accounting purposes as a sale. Seller shall maintain complete records
for each Mortgage Loan which shall be clearly marked to reflect the ownership of
each Mortgage Loan by Purchaser;
15. The consideration received by the Seller upon the sale of
the Mortgage loans constitutes fair consideration and reasonably equivalent
value for such Mortgage Loans;
16. Seller is solvent and will not be rendered insolvent by
the consummation of the transactions contemplated hereby.  The Seller is not
transferring any Mortgage loan with any intent to hinder, delay or defraud any
of its creditors; and
17. The information delivered by the Seller to the Purchaser
with respect to the Seller's loan loss, foreclosure and delinquency experience
for the twelve (12) months immediately preceding the Initial Closing Date on
mortgage loans underwritten to the same standards as the Mortgage Loans and
covering mortgaged properties similar to the Mortgaged Properties, is true and
correct in all material respects
18. Representations and Warranties Regarding Individual
Mortgage Loans.
19. The information set forth in the related Mortgage Loan
Schedule is complete, true and correct;
20. The Mortgage Loan is in compliance with all requirements
set forth in the related Confirmation, and the characteristics of the related
Mortgage Loan Package as set forth in the related Confirmation are true and
correct, provided, however, that in the event of any conflict between the terms
of any Confirmation and this Agreement, the terms of this Agreement shall
control;
21. All payments required to be made up to the close of
business on the Closing Date for such Mortgage Loan under the terms of the
Mortgage Note 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 related Mortgaged Property, directly or indirectly, for the payment
of any amount required by the Mortgage Note or Mortgage; and there has been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder since the origination of the Mortgage Loan;
22. There are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums, leasehold payments, or
other outstanding charges affecting the related Mortgaged Property;
23. The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary to
maintain the lien priority of the Mortgage, and which have been delivered to the
Custodian; the substance of any such waiver, alteration or modification has been
approved by the insurer under the Primary Insurance Policy, if any, and the
title insurer, to the extent required by the related policy, and is reflected on
the related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole or
in part, except in connection with an assumption agreement approved by the
insurer under the Primary Insurance Policy, if any, and by the title insurer, to
the extent required by the policy, and which assumption agreement has been
delivered to the Custodian and the terms of which are reflected in the related
Mortgage Loan Schedule;
24. 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. Each Prepayment Charge or penalty with respect to any Mortgage Loan is
permissible, enforceable and collectible under applicable federal, state and
local law;
25. All buildings upon the Mortgaged Property are insured by
an insurer acceptable to FNMA and FHLMC against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located, pursuant to insurance policies conforming to the
requirements of the Servicing Addendum. All such insurance policies contain a
standard mortgagee clause naming the Seller, its successors and assigns as
mortgagee and all premiums thereon have been paid.  If the Mortgaged Property is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
by the Federal Emergency Management Agency as having special flood hazards (and
such flood insurance has been made available) a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of FNMA
and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the 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 seek reimbursement therefor from the
Mortgagor;
26. Any and all requirements of any federal, state or local
law including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity,
fair housing or disclosure laws applicable to the origination and servicing of
mortgage loans of a type similar to the Mortgage Loans have been complied
with;
27. The Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part, nor has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
28. The Mortgage is a valid, existing and enforceable first
lien on the Mortgaged Property, including all improvements on the Mortgaged
Property 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 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. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, existing and enforceable first
lien and first priority security interest on the property described therein and
the Seller has full right to sell and assign the same to the Purchaser. The
Mortgaged Property was not, as of the date of origination of the Mortgage Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
29. 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;
30. All parties to the Mortgage Note and the Mortgage had
legal capacity to enter into the Mortgage Loan 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. The Mortgagor is a natural
person;
31. The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation for
the Mortgagee to advance additional funds 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 have been paid, and the Mortgagor is not entitled to
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage;
32. The Seller is the sole legal, beneficial and equitable
owner of the Mortgage Note and the Mortgage and has full right to transfer and
sell the Mortgage Loan to the Purchaser free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security interest;
33. All parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) in compliance
with any and all applicable "doing business" and licensing
requirements of the laws of the state wherein the Mortgaged Property is
located;
34. The Mortgage Loan is covered by an American Land Title
Association ("ALTA") ALTA lender's title insurance policy (which has
an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
acceptable to FNMA and FHLMC, issued by a title insurer acceptable to FNMA and
FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in (j)(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 providing for adjustment in the
Mortgage Interest Rate and Monthly Payment.  Additionally, such lender's title
insurance policy affirmatively insures ingress and egress to and from the
Mortgaged Property, 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;
35. 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;
36. 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 or coordinate with, the lien of the
related Mortgage;
37. All improvements which were considered in determining the
Appraised Value 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;
38. The Mortgage Loan was originated by the Seller or by a
savings and loan association, a savings bank, a commercial bank or similar
banking institution which is supervised and examined by a federal or state
authority, or by a mortgagee approved as such by the Secretary of HUD;
39. Principal payments on the Mortgage Loan commenced no more
than sixty   days after the proceeds of the Mortgage Loan were disbursed.  The
Mortgage Loan bears interest at the Mortgage Interest Rate.  With respect to
each Mortgage Loan, the Mortgage Note is payable on the first day of each month
in Monthly Payments, which are changed on each Adjustment Date, and in any case,
are sufficient to fully amortize the original principal balance over the
original term thereof and to pay interest at the related Mortgage Interest Rate.
The Index is as provided on the related Mortgage Loan Schedule.  The Mortgage
Note does not permit negative amortization. No Mortgage Loan is a Convertible
Mortgage Loan;
40. The origination and collection practices used by the
Seller with respect to each Mortgage Note and Mortgage have been in all respects
legal, proper, prudent and customary in the mortgage origination and servicing
industry.  The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note.  With respect to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist 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 and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property which
has not been completed;
41. The Mortgaged Property is free of damage and waste and
there is no proceeding pending for the total or partial condemnation
thereof;
42. The Mortgage and related Mortgage Note contain customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security 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.  The Mortgaged Property is not subject to any bankruptcy
proceeding or foreclosure proceeding and the Mortgagor has not filed for
protection under applicable bankruptcy laws. 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;
43. The Mortgage Loan was underwritten in accordance with the
underwriting standards of the Seller in effect at the time the Mortgage Loan was
originated, which underwriting standards satisfy the standards of FNMA and
FHLMC; and the Mortgage Note and Mortgage are on forms acceptable to FNMA and
FHLMC;
44. The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property;
45. The Mortgage File contains an appraisal of the related
Mortgaged Property which satisfied the standards of FNMA and FHLMC and was made
and signed, prior to the approval of the Mortgage Loan application, by a
qualified appraiser, duly appointed by the Seller, who had no interest, direct
or indirect in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not affected by the approval or disapproval of
the Mortgage Loan and who met the minimum qualifications of FNMA and FHLMC.
Each appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989;
46. 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;
47. No Mortgage Loan contains provisions pursuant to which
Monthly Payments are (a) paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor, or anyone on behalf
of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
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;
48. The Mortgagor has executed a statement to the effect that
the Mortgagor has received all disclosure materials required by applicable law
with respect to the making of adjustable rate mortgage loans and rescission
materials with respect to Refinanced Mortgage Loans, and such statement is and
will remain in the Mortgage File;
49. 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;
50. The Seller has no knowledge of any circumstances or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or
the Mortgagor's credit standing that can reasonably be expected to cause the
Mortgage Loan to become delinquent, or adversely affect the value of the
Mortgage Loan;
51. The Mortgaged Property is lawfully occupied under
applicable law; 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;
52. 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 the
origination of such Mortgage Loan;
53. 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;
54. Any principal advances made to the Mortgagor prior to the
Cut-off 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 consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
55. No Mortgage Loan has a balloon payment feature;
56. If the Residential Dwelling on the Mortgaged Property is
a condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets the eligibility requirements of FNMA and FHLMC;
57. The source of the down payment with respect to each
Mortgage Loan has been fully verified by the Seller pursuant to the Seller's
underwriting guidelines;
58. Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months;
59. The Mortgaged Property is in material compliance with all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller's
knowledge, the related Mortgagor, has received any notice of any violation or
potential violation of such law;
60. Intentionally omitted.
61. Intentionally omitted.
62. No Mortgage Loan is subject to the provisions of the
Homeownership and Equity Protection Act of 1994 as amended ("HOEPA")
or any comparable state or local statutes or regulations, including, without
limitation, the provisions of the City of Oakland, California Anti-Predatory
Lending Ordinance No. 12361 or any other statute or regulation providing
assignee liability to holders of such mortgage loans. The total combined points
and fees charged in connection with the originator of the Mortgage Loan does not
exceed 8% of the original principal balance of the Mortgage Loan;
63. No predatory or deceptive lending practices, including
but not limited to, the extension of credit to a mortgagor without regard for
the mortgagor's ability to repay the Mortgage Loan and the extension of credit
to a mortgagor which has no apparent benefit to the mortgagor, were employed in
connection with the origination of the Mortgage Loan;
64. The debt-to-income ratio of the related Mortgagor was not
greater than 60% at the origination of the related Mortgage Loan;
65. None of the proceeds of the Mortgage Loan were used to
finance the purchase of single premium credit life or disability insurance
policies or any comparable insurance;
66. No Mortgage Loan had a Loan-to-Value Ratio in excess of
95% origination of such Mortgage Loan. Each Mortgage Loan with a Loan-to-Value
Ratio at origination in excess of 80% is and will be subject to a Primary
Insurance Policy, issued by a Qualified Insurer, which insures that portion of
the Mortgage Loan in excess of the portion of the Appraised Value of the
Mortgaged Property required by FNMA. All provisions of such Primary 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 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 does not include any such insurance
premium;
67. The Mortgage Loans were not selected from the outstanding
adjustable rate one to four-family mortgage loans in the Seller's portfolio at
the related Closing Date as to which the representations and warranties set
forth in this Agreement could be made in a manner so as to affect adversely the
interests of the Purchaser;
68. 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;
69. The Mortgage Loan complies with all applicable consumer
credit statutes and regulations, including, without limitation, the respective
Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa,
Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated
by a properly licensed entity, and in all other respects, complies with all of
the material requirements of any such applicable laws;
70. The information set forth in the Prepayment Charge
schedule is complete, true and correct in all material respects and each
Prepayment Charge is permissible, enforceable and collectable under applicable
federal and state law;
71. The Mortgage Loan was not prepaid in full prior to the
Closing Date and the Seller has not received notification from a Mortgagor that
a prepayment in full shall be made after the Closing Date;
72. Intentionally Omitted;
73. The Mortgage Loan is not a "High Cost Home Loan"
within the meaning of the Georgia Fair Lending Act (the "Georgia Act").  To the
extent that the Mortgage Loan is a "Covered Loan" within the meaning of the
Georgia Act, the Mortgage Loan complies with all provisions of the Georgia Act,
and the Mortgage Loan was either (i) a purchase money loan, or (ii) a
refinancing of an existing mortgage loan that had been closed more than five
years prior to the closing of such Mortgage Loan.  No Mortgage Loan with a
conforming loan balance is secured by a mortgaged property located in the State
of Georgia;
74. No Mortgage Loan is secured by cooperative housing,
commercial property or mixed use property; and
75. Each Mortgage Loan is eligible for sale in the
secondary market or for inclusion in a Pass-Through Transfer without
unreasonable credit enhancement.
76. Remedies for Breach of Representations and
Warranties.
77. Repurchase of Certain Mortgage Loans;
Prepayments.
78. In the event that the first or, to the extent provided in
the related Confirmation, second Monthly Payment due after the related Closing
Date is not made by the last Business Day of the calendar month following the
related Due Date, the Seller shall repurchase the affected Mortgage Loans at the
Repurchase Price, which shall be paid as provided for in Subsection
7.03;
79. In the event any Mortgage Loan prepays in full within
ninety (90) days following the related Closing Date, the Seller shall remit to
the Purchaser the Premium with respect to such prepaid Mortgage Loan; provided
that, the amount of such Premium that is reimbursed to the Purchaser shall be
reduced, but not below zero dollars, by the amount of any prepayment penalty
fees paid to the Purchaser with respect to such Mortgage Loan.

SECTION 8. Closing.  The closing for each Mortgage Loan Package
shall take place on the related Closing Date. At the Purchaser's option, the
closing shall be either: by telephone, confirmed by letter or wire as the
parties shall agree, or conducted in person, at such place as the parties shall
agree.

The closing for the Mortgage Loans to be purchased on each
Closing Date shall be subject to each of the following conditions:

1. all of the representations and warranties of the Seller
under this Agreement shall be true and correct as of the related Closing Date
and no event shall have occurred which, with notice or the passage of time,
would constitute a default under this Agreement;
2. the Purchaser shall have received, or the Purchaser's
attorneys shall have received in escrow, all Closing Documents as specified in
Section 9, in such forms as are agreed upon and acceptable to the Purchaser,
duly executed by all signatories other than the Purchaser as required pursuant
to the terms hereof;
3. the Seller shall have delivered and released to the
Custodian all documents required pursuant to the Custodial Agreement;
and
4. all other terms and conditions of this Agreement shall
have been complied with.

Subject to the foregoing conditions, the Purchaser shall pay
to the Seller on the related Closing Date the Purchase Price, plus accrued
interest pursuant to Section 4, by wire transfer of immediately available funds
to the account designated by the Seller.

SECTION 9. Closing Documents.

1. On or before the Initial Closing Date, the Seller shall
submit to the Purchaser fully executed originals of the following
documents:
2. this Agreement, in four counterparts;
3. the Custodial Agreement, in six counterparts, in the form
attached as Exhibit 6 hereto;
4. a Custodial Account Letter Agreement in the form attached
as Exhibit 7 hereto;
5. as Escrow Account Letter Agreement in the form attached
as Exhibit 8 hereto;
6. an Officer's Certificate, in the form of Exhibit 1
hereto, including all attachments thereto;
7. an Opinion of Counsel to the Seller, in the form of
Exhibit 2 hereto; and
8. the Seller's underwriting guidelines.
9. The Closing Documents for the Mortgage Loans to be
purchased on each Closing Date shall consist of fully executed originals of the
following documents:
10. the related Confirmation;
11. the related Mortgage Loan Schedule, one copy to be
attached hereto and one copy to be attached to the Custodian's counterpart of
the Custodial Agreement, as the Mortgage Loan Schedule thereto;
12. a Custodian's Trust Receipt and Initial Certification, as
required under the Custodial Agreement, in a form acceptable to the
Purchaser;
13. an Officer's Certificate, in the form of Exhibit 1
hereto, including all attachments thereto;
14. if requested by the Purchaser, an Opinion of Counsel to
the Seller, in the form of Exhibit 2 hereto;
15. if requested by the Purchaser, an Opinion of Counsel to
the Custodian, in a form acceptable to the Purchaser;
16. a Security Release Certification, in the form of
Exhibit 3 hereto executed by any Person, as requested by the Purchaser,
if any of the Mortgage Loans has at any time been subject to any security
interest, pledge or hypothecation for the benefit of such Person;
17. a certificate or other evidence of merger or change of
name, signed or stamped by the applicable regulatory authority, if any of the
Mortgage Loans were acquired by the Seller by merger or acquired or originated
by the Seller while conducting business under a name other than its present
name, if applicable; and
18. an Assignment and Conveyance in the form of Exhibit
4 hereto.

SECTION 10. Costs.  The Purchaser shall pay any commissions due
its salesmen and the legal fees and expenses of its attorneys. The Seller shall
purchase at its own expense a fully assignable life of loan Tax Service Contract
and a fully assignable Flood Zone Service Contract.  All costs and expenses
incurred in connection with the transfer and delivery of the Mortgage Loans to
the Purchaser, including without limitation recording fees, fees for title
policy endorsements and continuations, fees for recording Assignments of
Mortgage and the Seller's attorney's fees, shall be paid by the
Seller.

SECTION 11. Seller's Servicing Obligations.  The Seller, as
independent contract servicer, shall service and administer the Mortgage Loans
during the Preliminary Servicing Period in accordance with the terms and
provisions set forth in the Servicing Addendum attached as Exhibit 9,
which Servicing Addendum is incorporated herein by reference.  The
Seller shall transfer the servicing of the Mortgage Loans to the successor
servicer designated by the Purchaser in accordance with the terms of the
servicing transfer procedures provided by the Purchaser or such designated
successor servicer.

SECTION 12. Removal of Mortgage Loans from Inclusion under This
Agreement Upon a Whole Loan Transfer or a Pass-Through Transfer on One or
More Reconstitution Dates.

The Seller and the Purchaser agree that with respect to some
or all of the Mortgage Loans, the Purchaser may effect either:

1. one or more Whole Loan Transfers; and/or
2. one or more Pass-Through Transfers,

With respect to each Whole Loan Transfer or Pass-Through
Transfer, as the case may be, entered into by the Purchaser, the Seller
agrees:

1. to cooperate fully with the Purchaser and any
prospective purchaser with respect to all reasonable requests and due diligence
procedures including participating in meetings with rating agencies, bond
insurers and such other parties as the Purchaser shall designate and
participating in meetings with prospective purchasers of the Mortgage Loans or
interests therein and providing information reasonably requested by such
purchasers;
2. to execute all Reconstitution Agreements provided that
each of the Seller and the Purchaser is given an opportunity to review and
reasonably negotiate in good faith the content of such documents not
specifically referenced or provided for herein;
3. in the event that any Whole Loan Transfer or Pass-Through
Transfer is effected within 120 days following the related Closing Date, the
Seller shall make the representations and warranties regarding the Seller and
the Mortgage Loans as of the closing date for such Whole Loan Transfer or Pass-
Through Transfer, modified to the extent necessary to accurately reflect the
pool statistics of the Mortgage Loans as of such date and any events or
circumstances existing subsequent to the related Closing Date(s);
4. to deliver to the Purchaser for inclusion in any
prospectus or other offering material such publicly available information
regarding the Seller, its financial condition and its mortgage loan delinquency,
foreclosure and loss experience and any additional information reasonably
requested by the Purchaser, and to deliver to the Purchaser any similar non
public, unaudited financial information, in which case the Purchaser shall bear
the cost of having such information audited by certified public accountants if
the Purchaser desires such an audit, or as is otherwise reasonably requested by
the Purchaser and which the Seller is capable of providing without unreasonable
effort or expense, and to indemnify the Purchaser and its affiliates for
material misstatements and omissions contained in such information;
5. to deliver to the Purchaser and to any Person designated
by the Purchaser, at the Purchaser's expense, such statements and audit letters
of reputable, certified public accountants pertaining to information provided by
the Seller pursuant to clause 4 above as shall be reasonably requested by the
Purchaser; and
6. to deliver to the Purchaser, and to any Person designated
by the Purchaser, such legal documents and in-house Opinions of Counsel as are
customarily delivered by originators or servicers, as the case may be, and
reasonably determined by the Purchaser to be necessary in connection with Whole
Loan Transfers or Pass-Through Transfers, as the case may be, such in-house
Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably
acceptable to the Purchaser, it being understood that the cost of any opinions
of outside special counsel that may be required for a Whole Loan Transfer or
Pass-Through Transfer, as the case may be, shall be the responsibility of the
Purchaser.

SECTION 13. The Seller.

1. Additional Indemnification by the
Seller.
2. Merger or Consolidation of the
Seller.
3. Limitation on Liability of the Seller and
Others.
4. Seller Not to Resign.
5. No Transfer of Servicing.

With respect to the retention of the Seller to service the
Mortgage Loans during the Interim Servicing Period, the Seller acknowledges that
the Purchaser has acted in reliance upon the Seller's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures,
its integrity, reputation and financial standing and the continuance thereof.
Without in any way limiting the generality of this Section, the Seller shall not
either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all
or substantially all of its property or assets, without the prior written
approval of the Purchaser, which consent will not be unreasonably withheld.

SECTION 14. DEFAULT.

1. Events of Default.
2. any failure by the Seller to remit to the Purchaser any
payment required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Seller by the Purchaser; or
3. failure on the part of the Seller duly to observe or
perform in any material respect any other of the covenants or agreements on the
part of the Seller set forth in this Agreement or in the Custodial Agreement
which continues unremedied for a period of thirty days (except that such number
of days shall be fifteen in the case of a failure to pay any premium for any
insurance policy required to be maintained under this Agreement) after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Seller by the Purchaser or by the Custodian;
or
4. a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Seller and such
decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or
5. the Seller shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Seller or of or relating to all or
substantially all of its property; or
6. the Seller shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations;
or
7. failure by the Seller to be in material compliance with
the "doing business" or licensing laws of any jurisdiction where a
Mortgaged Property is located; or
8. the Seller ceases to meet the qualifications to be either
a FNMA seller or FHLMC seller/servicer; or
9. the Seller attempts to assign its right to servicing
compensation hereunder or the Seller attempts, without the consent of the
Purchaser, to sell or otherwise dispose of all or substantially all of its
property or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion
thereof;
10. Waiver of Defaults.

The Purchaser may waive any default by the Seller in the
performance of its obligations hereunder and its consequences.  Upon any such
waiver of a past default, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived.

SECTION 15.Termination.  The respective obligations and
responsibilities of the Seller, as servicer, shall terminate at the expiration
of the Interim Servicing Period unless terminated on an earlier date at the
option of the Purchaser or pursuant to Section 14.  Upon written request from
the Purchaser in connection with any such termination, the Seller shall prepare,
execute and deliver, any and all documents and other instruments, place in the
Purchaser's possession all Mortgage Files, and do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Seller's sole
expense. The Seller agrees to cooperate with the Purchaser and such successor in
effecting the termination of the Seller's responsibilities and rights hereunder
as servicer, including, without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by
the Seller to the Custodial Account, REO Account or Escrow Account or thereafter
received with respect to the Mortgage Loans.

SECTION 16. Successor to the Seller.  Prior to termination of
Seller's responsibilities and duties under this Agreement pursuant to Section
12, 14 or 15, the Purchaser shall (i) succeed to and assume all of the Seller's
responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Seller as servicer under this
Agreement. In connection with such appointment and assumption, the Purchaser may
make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree. In the event that the
Seller's duties, responsibilities and liabilities as servicer under this
Agreement should be terminated pursuant to the aforementioned Sections, the
Seller shall discharge such duties and responsibilities during the period from
the date it acquires knowledge of such termination until the effective date
thereof with the same degree of diligence and prudence which it is obligated to
exercise under this Agreement, and shall take no action whatsoever that might
impair or prejudice the rights or financial condition of the Purchaser or such
successor. The termination of the Seller as interim servicer pursuant to the
aforementioned Sections shall not become effective until a successor shall be
appointed pursuant to this Section 16 and shall in no event relieve the Seller
of the representations and warranties made pursuant to Subsections 7.01 and 7.02
and the remedies available to the Purchaser under Subsection 7.03 or 7.04, it
being understood and agreed that the provisions of such Subsections 7.01, 7.02
and 7.03 and 7.04 shall be applicable to the Seller notwithstanding any such
resignation or termination of the Seller, or the termination of this
Agreement.

Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Seller and to the Purchaser an instrument
accepting such appointment, whereupon such successor shall become fully vested
with all the rights, powers, duties, responsibilities, obligations and
liabilities of the Seller, with like effect as if originally named as a party to
this Agreement and the Custodial Agreement provided, however, that such
successor shall not assume, and Seller shall indemnify such successor for, any
and all liabilities arising out of the Seller's acts as servicer. Any
termination of the Seller as servicer pursuant to Section 12, 14 or 15 shall not
affect any claims that the Purchaser may have against the Seller arising prior
to any such termination or resignation or remedies with respect to such
claims.

The Seller shall timely deliver to the successor the funds in
the Custodial Account, REO Account and the Escrow Account and the Mortgage Files
and related documents and statements held by it hereunder and the Seller shall
account for all funds. The Seller shall execute and deliver such instruments and
do such other things all as may reasonably be required to more fully and
definitely vest and confirm in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Seller as servicer. The
successor shall make arrangements as it may deem appropriate to reimburse the
Seller for amounts the Seller actually expended as servicer pursuant to this
Agreement which the successor is entitled to retain hereunder and which would
otherwise have been recovered by the Seller pursuant to this Agreement but for
the appointment of the successor servicer.

SECTION 17. Financial Statements.  The Seller understands that in
connection with the Purchaser's marketing of the Mortgage Loans, the Purchaser
shall make available to prospective purchasers the Seller's financial statements
for the most recently completed three fiscal years respecting which such
statements are available. The Seller also shall make available any comparable
interim statements to the extent any such statements have been prepared by the
Seller (and are available upon request to members or stockholders of the Seller
or the public at large). The Seller, if it has not already done so, agrees to
furnish promptly to the Purchaser copies of the statements specified above.The Seller also shall make available information on its servicing
performance with respect to mortgage loans serviced for others, including
delinquency ratios.

The Seller also agrees to allow reasonable access to
knowledgeable financial, accounting, origination and servicing officers of the
Seller for the purpose of answering questions asked by any prospective purchaser
regarding recent developments affecting the Seller, its loan origination or
servicing practices or the financial statements of the Seller.

SECTION 18. Mandatory Delivery.  The sale and delivery of each
Mortgage Loan on or before the related Closing Date is mandatory from and after
the date of the execution of the related Confirmation, it being specifically
understood and agreed that each Mortgage Loan is unique and identifiable on the
date hereof and that an award of money damages would be insufficient to
compensate the Purchaser for the losses and damages incurred by the Purchaser
(including damages to prospective purchasers of the Mortgage Loans) in the event
o f the Seller's failure to deliver each of the related Mortgage Loans or one or
more Mortgage Loans otherwise acceptable to the Purchaser on or before the
related Closing Date.  The Seller hereby grants to the Purchaser a lien on and a
continuing security interest in each Mortgage Loan and each document and
instrument evidencing each such Mortgage Loan to secure the performance by the
Seller of its obligation hereunder, and the Seller agrees that it holds such
Mortgage Loans in custody for the Purchaser subject to the Purchaser's (i) right
to reject any Mortgage Loan under the terms of this Agreement and the related
Confirmation, and (ii) obligation to pay the related Purchase Price for the
Mortgage Loans. All rights and remedies of the Purchaser under this Agreement
are distinct from, and cumulative with, any other rights or remedies under this
Agreement or afforded by law or equity and all such rights and remedies may be
exercised concurrently, independently or successively.

SECTION 19. Notices.  All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed, by registered or certified mail, return receipt requested, or, if by
other means, when received by the other party at the address as
follows:

(i)	if to the Purchaser:
   	Greenwich Capital Financial Products, Inc.
   	600 Steamboat Road
   	Greenwich, Connecticut  06830

Attn:  Mortgage Finance

(ii)	if to the Seller:

E-Loan, Inc.
   	5875 Arnold Road
   	Dublin, California 94568

Attn:	Mr. Jeffrey Becker, Director of Capital Markets

E-Loan, Inc.
   	5875 Arnold Road
   	Dublin, California 94568

Attn:  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 20. Severability 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
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. If the invalidity of any
part, provision, representation or warranty of this Agreement shall deprive any
party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good-faith, to develop a structure the economic
effect of which is nearly as possible the same as the economic effect of this
Agreement without regard to such invalidity.

SECTION 21. Counterparts.  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.

SECTION 22. Governing Law.  The Agreement shall be construed in
accordance with the laws of the State of New York without regard to any
conflicts of law provisions and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with the laws of the State
of New York, except to the extent preempted by Federal law.

SECTION 23. Intention of the Parties.  It is the intention of the
parties that the Purchaser is purchasing, and the Seller is selling, the
Mortgage Loans and not a debt instrument of the Seller or another security.
Accordingly, the parties hereto each intend to treat the transaction for Federal
income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of
the Mortgage Loans. 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 Seller shall cooperate with all reasonable
requests made by the Purchaser in the course of such
review.

SECTION 24. Successors and Assigns.  This Agreement shall bind
and inure to the benefit of and be enforceable by the Seller and the Purchaser
and the respective successors and assigns of the Seller and the Purchaser. The
Purchaser may assign this Agreement to any Person to whom any Mortgage Loan is
transferred whether pursuant to a sale or financing and to any Person to whom
the servicing or master servicing of any Mortgage Loan is sold or transferred.
Upon any such assignment, the Person to whom such assignment is made shall
succeed to all rights and obligations of the Purchaser under this Agreement to
the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to
the extent of the related Mortgage Loan or Loans, shall be deemed to be a
separate and distinct Agreement between the Seller and such Purchaser, and a
separate and distinct Agreement between the Seller and each other Purchaser to
the extent of the other related Mortgage Loan or Loans.  In the event that this
Agreement is assigned to any Person to whom the servicing or master servicing of
any Mortgage Loan is sold or transferred, the rights and benefits under this
agreement which inure to the Purchaser shall inure to the benefit of both the
Person to whom such Mortgage Loan is transferred and the Person to whom the
servicing or master servicing of the Mortgage Loan has been transferred;
provided that, the right to require a Mortgage Loan to be repurchased by the
Seller pursuant to Subsection 7.03 or 7.04 shall be retained solely by the
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the
Seller to a third party without the consent of the
Purchaser.

SECTION 25. Waivers.  No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be
enforced.

SECTION 26. Exhibits.  The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this
Agreement.

SECTION 27. Nonsolicitation.  The Seller covenants and agrees
that it shall not take any action to solicit the refinancing of any Mortgage
Loan following the date hereof or provide information to any other entity to
solicit the refinancing of any Mortgage Loan; provided that, the foregoing shall
not preclude the Seller from engaging in solicitations to the general public by
newspaper, radio, television or other media which are not directed toward the
Mortgagors or from refinancing the Mortgage Loan of any Mortgagor who, without
solicitation, contacts the Seller to request the refinancing of the related
Mortgage Loan.

SECTION 28. General Interpretive Principles.  For purposes of
this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

1. 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;
2. accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;
3. references herein to "Articles,"
"Sections," "Subsections," "Paragraphs," and other
Subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
4. 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;
5. 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
6. the term "include" or "including"
shall mean without limitation by reason of enumeration.

SECTION 29. Reproduction 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 30. Further Agreements.  The Seller and the Purchaser
each agree to execute and deliver to the other such reasonable and appropriate
additional documents, instruments or agreements as may be necessary or
appropriate to effectuate the purposes of this Agreement.

SECTION 31. Entire Agreement.  This Agreement constitutes the
entire agreement and understanding of the parties with respect to the matters
and transactions contemplated by this Agreement and, except to the extent
otherwise set forth in writing, supersedes any prior agreement and
understandings with respect to those matters and transactions.

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.



|E-LOAN, INC.                              
|------------------------------------------
|                                          
|(Seller)                                  
|                                          
|By:                                       
|Name:                                     
|Title:                                    
|                                          
|                                          
|                                          
|GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
|(Purchaser)                               
|                                          
|By:                                       
|Name:                                     
|Title:                                    
|                                          





SECTION 1.  Definitions	*

SECTION 2.  Agreement to Purchase	*

SECTION 3.  Mortgage Loan Schedules	*

SECTION 4.  Purchase Price	*

SECTION 5.  Examination of Mortgage Files	*

SECTION 6.  Conveyance from Seller to Purchaser.	*

Subsection 6.01.

Subsection 6.02.

Subsection 6.03.

SECTION 7.  Representations, Warranties and Covenants of the Seller: Remedies
for Breach.	*

Subsection 7.01.

Subsection 7.02.

Subsection 7.03.

Subsection 7.04.

SECTION 8.  Closing	*

SECTION 9.  Closing Documents.	*

SECTION 10.  Costs	*

SECTION 11.  Seller's Servicing Obligations	*

SECTION 12.  Removal of Mortgage Loans from Inclusion under This Agreement
Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More
Reconstitution Dates.	*

SECTION 13.  The Seller.	*

Subsection 13.01.

Subsection 13.02.

Subsection 13.03.

Subsection 13.04.

Subsection 13.05.

SECTION 14.  DEFAULT.	*

Subsection 14.01.

Subsection 14.02.

SECTION 15.  Termination	*

SECTION 16.  Successor to the Seller	*

SECTION 17.  Financial Statements	*

SECTION 18.  Mandatory Delivery: Grant of Security Interest	*

SECTION 19.  Notices	*

SECTION 20.  Severability Clause	*

SECTION 21.  Counterparts	*

SECTION 22.  Governing Law	*

SECTION 23.  Intention of the Parties	*

SECTION 24.  Successors and Assigns	*

SECTION 25.  Waivers	*

SECTION 26.  Exhibits	*

SECTION 27.  Nonsolicitation	*

SECTION 28.  General Interpretive Principles	*

SECTION 29.  Reproduction of Documents	*

SECTION 30.  Further Agreements	*

SECTION 31.  Entire Agreement	*



EXHIBITS*

EXHIBIT 1	SELLER'S OFFICER'S CERTIFICATE

EXHIBIT 2	FORM OF OPINION OF COUNSEL TO THE SELLER

EXHIBIT 3	SECURITY RELEASE CERTIFICATION

EXHIBIT 4	ASSIGNMENT AND CONVEYANCE

EXHIBIT 5	CONTENTS OF EACH MORTGAGE FILE

EXHIBIT 6	FORM OF CUSTODIAL AGREEMENT

EXHIBIT 7	FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT

EXHIBIT 8	FORM OF ESCROW ACCOUNT LETTER AGREEMENT

EXHIBIT 9	SERVICING ADDENDUM

EXHIBIT 10	FORM OF CONFIRMATION

SCHEDULE	MORTGAGE LOAN SCHEDULE

















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

---