ex10-1.htm


    
      


       

      


    

    AMENDED
AND RESTATED MASTER REPURCHASE AGREEMENT

     

    Dated
as of June 26, 2008

     

     

    Between:

     

    THE
ROYAL BANK OF SCOTLAND PLC, as Buyer,

    


    and

    


    PHH
MORTGAGE CORPORATION, as Seller

    


    
      


       

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

     

    

      
        	 	 	Page
	 	 	 
	
                1.

              	
                APPLICABILITY

              	
                1

              
	
                2.

              	
                DEFINITIONS
      AND ACCOUNTING MATTERS

              	
                1

              
	
                3.

              	
                THE
      TRANSACTIONS

              	
                24

              
	
                4.

              	
                PAYMENTS;
      COMPUTATION; COMMITMENT AND NON UTILIZATION FEES

              	
                28

              
	
                5.

              	
                TAXES;
      TAX TREATMENT

              	
                29

              
	
                6.

              	
                MARGIN
      MAINTENANCE

              	
                30

              
	
                7.

              	
                INCOME
      PAYMENTS

              	
                31

              
	
                8.

              	
                SECURITY
      INTEREST; BUYER’S APPOINTMENT AS ATTORNEY IN FACT

              	
                32

              
	
                9.

              	
                CONDITIONS
      PRECEDENT

              	
                35

              
	
                10.

              	
                RELEASE
      OF PURCHASED LOANS

              	
                39

              
	
                11.

              	
                RELIANCE

              	
                39

              
	
                12.

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                40

              
	
                13.

              	
                COVENANTS
      OF SELLER

              	
                45

              
	
                14.

              	
                REPURCHASE
      DATE PAYMENTS

              	
                54

              
	
                15.

              	
                REPURCHASE
      OF PURCHASED LOANS

              	
                55

              
	
                16.

              	
                SUBSTITUTION

              	
                55

              
	
                17.

              	
                EVENT
      OF TERMINATION

              	
                55

              
	
                18.

              	
                EVENTS
      OF DEFAULT

              	
                56

              
	
                19.

              	
                REMEDIES

              	
                59

              
	
                20.

              	
                DELAY
      NOT WAIVER; REMEDIES ARE CUMULATIVE

              	
                62

              
	
                21.

              	
                NOTICES
      AND OTHER COMMUNICATIONS

              	
                62

              
	
                22.

              	
                USE
      OF EMPLOYEE PLAN ASSETS

              	
                62

              
	
                23.

              	
                INDEMNIFICATION
      AND EXPENSES.

              	
                62

              
	
                24.

              	
                WAIVER
      OF REDEMPTION AND DEFICIENCY RIGHTS

              	
                64

              
	
                25.

              	
                REIMBURSEMENT

              	
                64

              
	
                26.

              	
                FURTHER
      ASSURANCES

              	
                64

              
	
                27.

              	
                TERMINATION;
      RENEWAL

              	
                65

              
	
                28.

              	
                SEVERABILITY

              	
                65

              
	
                29.

              	
                BINDING
      EFFECT; GOVERNING LAW

              	
                65

              
	
                30.

              	
                AMENDMENTS

              	
                65

              
	
                31.

              	
                SUCCESSORS
      AND ASSIGNS

              	
                65

              
	
                32.

              	
                SURVIVAL

              	
                65

              
	
                33.

              	
                CAPTIONS

              	
                66

              
	
                34.

              	
                COUNTERPARTS

              	
                66

              
	
                35.

              	
                SUBMISSION
      TO JURISDICTION; WAIVERS

              	
                66

              
	
                36.

              	
                WAIVER
      OF JURY TRIAL

              	
                67

              
	
                37.

              	
                ACKNOWLEDGEMENTS

              	
                67

              
	
                38.

              	
                HYPOTHECATION
      OR PLEDGE OF PURCHASED ITEMS.

              	
                67

              
	
                39.

              	
                ASSIGNMENTS;
      PARTICIPATIONS.

              	
                67

              
	
                40.

              	
                SINGLE
      AGREEMENT

              	
                68

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

        

          


           

          TABLE
OF CONTENTS

          (Continued)

           

          
            	 	 	Page


          

        

      

      
        	 	 	 
	
                41.

              	
                INTENT

              	
                68

              
	
                42.

              	
                CONFIDENTIALITY

              	
                69

              
	
                43.

              	
                SERVICING

              	
                69

              
	
                44.

              	
                PERIODIC
      DUE DILIGENCE REVIEW

              	
                73

              
	
                45.

              	
                SET
      OFF

              	
                74

              
	
                46.

              	
                ENTIRE
      AGREEMENT

              	
                75

              
	
                47.

              	
                GESTATION
      REPURCHASE FACILITY

              	
                76

              


      

       

    

    
      	
              SCHEDULES

            	 
      
	 
      	 
      
	
              SCHEDULE
      1-A

            	
              Representations
      and Warranties re:  Loans

            
	
              SCHEDULE
      1-B

            	
              Representations
      and Warranties re:  Fannie Mae Loans

            
	
              SCHEDULE
      1-C

            	
              Representations
      and Warranties re:  Freddie Mac Loans

            
	
              SCHEDULE
      2

            	
              Filing
      Jurisdictions and Offices

            
	
              SCHEDULE
      3

            	
              Relevant
      States

            
	
              SCHEDULE
      4

            	
              Subsidiaries

            
	
              SCHEDULE
      5

            	
              Litigation

            
	
              SCHEDULE
      6

            	
              Approved
      Providers

            
	 
      	 
      
	
              EXHIBITS

            	 
      
	 
      	 
      
	
              EXHIBIT
      A

            	
              Forms
      of Quarterly Certification

            
	
              EXHIBIT
      B

            	
              Form
      of Custodial Agreement

            
	
              EXHIBIT
      C

            	
              Form
      of Opinion of Counsel to Seller

            
	
              EXHIBIT
      D

            	
              Form
      of Transaction Notice

            
	
              EXHIBIT
      E

            	
              Underwriting
      Guidelines

            
	
              EXHIBIT
      F

            	
              Required
      Fields for Servicing Transmission

            
	
              EXHIBIT
      G

            	
              Required
      Fields for Loan Schedule 

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

       

      
        TABLE
OF CONTENTS

        (Continued)

         

        
          	 	 	Page


        

      

    

    
      	
              EXHIBIT
      H

            	
              Form
      of Confidentiality Agreement

            
	
              EXHIBIT
      I

            	
              Form
      of Instruction Letter

            
	
              EXHIBIT
      J

            	
              Form
      of Master Netting Agreement

            
	
              EXHIBIT
      K

            	
              Form
      of Security Release Certification

            
	
              EXHIBIT
      L

            	
              Form
      of Assignment, Assumption and Recognition
  Agreement

            


    

    



    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 26, 2008, between PHH
Mortgage Corporation, a New Jersey corporation, as seller (“Seller”), and The
Royal Bank of Scotland plc, (“Buyer”, which term shall include any “Principal” as defined
and provided for in Annex I), or as agent pursuant hereto (“Agent”).

     

    
      	
              1.

            	
              APPLICABILITY

            


    

     

    Greenwich
Capital Financial Products, Inc. (“GCFP”) and Seller
entered into that certain Master Repurchase Agreement, dated as of
November 1, 2007 (as amended, supplemented or otherwise modified prior to
the date hereof, the “Original Repurchase
Agreement”), which prescribes the manner of sale of Eligible Loans and
the method and manner by which Seller will repurchase such Loans and
contemporaneously therewith entered into the Program Documents (as such term is
defined in such Agreement).

     

    On the
date hereof, GCFP will assign to RBS and RBS will undertake and assume for the
benefit of GCFP, all of GCFP’s right, title, obligation and interest in, to and
under the Original Repurchase Agreement and all Program Documents related
thereto.

     

    Buyer and
Seller desire to further amend and restate the Original Repurchase Agreement in
its entirety and contemporaneously therewith enter into the Program Documents
(as such term is defined in this Agreement).

     

    Buyer
shall, from time to time, upon the terms and conditions set forth herein, agree
to enter into transactions in which Seller transfers to Buyer Eligible Loans, on
a servicing released basis, against the transfer of funds by Buyer, with a
simultaneous agreement by Buyer to transfer to Seller Purchased Loans at a date
certain, against the transfer of funds by Seller.  Each such
transaction shall be referred to herein as a “Transaction”, and,
unless otherwise agreed in writing, shall be governed by this
Agreement.

     

    
      	
              2.

            	
              DEFINITIONS AND
      ACCOUNTING MATTERS

            


    

     

    (a)          Defined
Terms.  As used herein, the following terms have the following
meanings (all terms defined in this Section 2 or in other provisions of
this Agreement in the singular to have the same meanings when used in the plural
and vice versa):

     

    “Accepted Servicing
Practices” shall mean with respect to any Loan, those accepted and
prudent mortgage servicing practices (including collection procedures) of
prudent mortgage lending institutions which service mortgage loans of the same
type as the Loans in the jurisdiction where the related Mortgaged Property is
located, and which are in accordance with Fannie Mae servicing practices and
procedures for MBS pool mortgages, as defined in the Fannie Mae servicing guides
including future updates, and in a manner at least equal in quality to the
servicing Seller or Seller’s designee provides to mortgage loans which they own
in their own portfolio.

     

    “Additional
Collateral” shall mean with respect to any Additional Collateral Mortgage
Loan, the related Securities Account and the financial assets held therein
subject to a security interest pursuant to the related Additional Collateral
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Additional Collateral
Agreement” shall mean, with respect to each Additional Collateral
Mortgage Loan, the Pledge Agreement for Securities Account between the related
mortgagor and the related Additional Collateral Servicer pursuant to which such
mortgagor granted a security interest in the related securities and other
financial assets held therein.

     

    “Additional Collateral
Mortgage Loan” shall mean each Mortgage Loan as to which Additional
Collateral, in the form of a security interest in the Securities Account and the
financial assets held therein and having a value, as of the date of origination
of such Mortgage Loan, of at least equal to the related Original Additional
Collateral Requirement, were required to be provided at the closing
thereof.

     

    “Additional Collateral
Servicer” shall mean the entity responsible for administering and
servicing the Additional Collateral with respect to a Additional Collateral
Mortgage Loan.

     

    “Additional Collateral
Servicing Agreement” shall mean, with respect to each Additional
Collateral Mortgage Loan, the agreement between the related Additional
Collateral Servicer and Seller, including any exhibits thereto, pursuant to
which such Additional Collateral Servicer shall service and administer the
related Additional Collateral.

     

    “Additional Purchased
Loan” shall have the meaning set forth in Section 6(a).

     

    “Adjustable Rate Loan”
shall mean a Loan which provides for the adjustment of the Mortgage Interest
Rate payable in respect thereto.

     

    “Adjustment Date”
shall mean with respect to each Adjustable Rate Loan, the date set forth in the
related Note on which the Mortgage Interest Rate on the Loan is adjusted in
accordance with the terms of the Note.

     

    “Affiliate” shall
mean, with respect to any Person, any Person which, directly or indirectly,
controls, is controlled by, or is under common control with, such
Person.  For purposes of this definition, a Person shall be deemed to
be “controlled by” another if such later Person possesses, directly or
indirectly, power either (a) to vote 10% or more of the securities (on a
fully diluted basis) having ordinary voting power for the directors (or their
equivalent) of such controlled Person, or (b) to direct or cause the
direction of the management or policies of such controlled Person, whether by
contract or otherwise.

     

    “Agency Guidelines”
shall mean the Ginnie Mae Guidelines, the Fannie Mae Guidelines and the Freddie
Mac Guidelines, in each case as such guidelines have been or may be amended,
supplemented or otherwise modified from time to time (i) by Ginnie Mae, Fannie
Mae or Freddie Mac, as applicable, in the ordinary course of business and, with
respect to material amendments, supplements or other modifications, as to which
Buyer shall not have reasonably objected or (ii) by Ginnie Mae, Fannie Mae or
Freddie Mac, as applicable, at the request of Seller and as to which (x) Seller
has given notice to Buyer of any such material amendment, supplement or other
modification and (y) Buyer shall not have reasonably objected.

     

    “Agency” shall mean
Ginnie Mae, Fannie Mae or Freddie Mac.

     

    “Agent” shall have the
meaning set forth in the preamble to this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Agreement” shall mean
this Amended and Restated Master Repurchase Agreement (including all exhibits,
schedules and other addenda hereto or thereto), as supplemented by the Pricing
Side Letter, as it may be amended, further supplemented or otherwise modified
from time to time in accordance with the terms hereof.

     

    “ALTA” shall mean the
American Land Title Association.

     

    “Applicable Margin”
shall have the meaning set forth in the Pricing Side Letter.

     

    “Appraised Value”
shall mean the value set forth in an appraisal made in connection with the
origination of the related Loan as the value of the Mortgaged Property (or the
related Cooperative Unit in the case of a Cooperative Loan).

     

    “Approved Provider”
means each of the mortgage loan originating institutions listed on Schedule 6
attached hereto, as such Schedule 6 is amended, amended and restated,
supplemented or otherwise modified with the prior written consent of
Buyer.

     

    “Assignment of
Mortgage” shall mean, with respect to any Mortgage, an assignment of the
Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect the assignment of the Mortgage to
Buyer.

     

    “Attorney Bailee
Letter” shall have the meaning assigned to the term “Bailee Letter” in
the Custodial Agreement.

     

    “Bankruptcy Code”
shall mean the United States Bankruptcy Code of 1978, as amended from time to
time.

     

    “Best’s” shall mean
Best’s Key Rating Guide, as the same shall be amended from time to
time.

     

    “Bishop’s Gate
Facility” shall mean the liquidity facility described in that certain
Second Amended and Restated Mortgage Loan Purchase and Servicing Agreement dated
as of October 31, 2000 among Bishop’s Gate Residential Mortgage Trust, as
Buyer, PHH Mortgage Corporation, as Seller and Servicer, and PHH Corporation, as
Guarantor, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.

     

    “Business Day” shall
mean any day other than a Saturday or Sunday or other day on which banks in New
York City or the State of Connecticut are permitted or required by law to
close.

     

    “Cash Equivalents”
shall mean (a) securities with maturities of 90 days or less from the date
of acquisition issued or fully guaranteed or insured by the United States
Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of 90 days or less from the date of
acquisition and overnight bank deposits of any commercial bank having capital
and surplus in excess of $500,000,000, (c) repurchase obligations of any
commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    seven
days with respect to securities issued or fully guaranteed or insured by the
United States Government, (d) commercial paper of a domestic issuer rated
at least A-1 or the equivalent thereof by Standard and Poor’s Ratings Group
(“S&P”) or
P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”) and in
either case maturing within 90 days after the day of acquisition,
(e) securities with maturities of 90 days or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody’s, (f) securities with maturities of 90 days or
less from the date of acquisition backed by standby letters of credit issued by
any commercial bank satisfying the requirements of clause (b) of this
definition or, (g) shares of money market mutual or similar funds which
invest exclusively in assets satisfying the requirements of clauses (a)
through (f) of this definition.

     

    “Change of Control”
shall mean (i) the acquisition by any Person or group (within the meaning
of the Securities Exchange Act of 1934, as amended, and the rules of the
Securities and Exchange Commission thereunder as in effect on the Effective
Date), directly or indirectly, beneficially or of record, of ownership or
control of in excess of 50% of the voting common stock of the Seller on a fully
diluted basis at any time or (ii) if at any time, individuals who at the
Effective Date constituted the Board of Directors of the Seller (together with
any new directors whose election by such Board of Directors or whose nomination
for election by the shareholders of the Seller, as the case may be, was approved
by a vote of the majority of the directors then still in office who were either
directors at the Effective Date or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Seller then in office.

     

    “Chesapeake Facility”
shall mean the liquidity facility described in that certain Base Indenture,
dated as of March 7, 2006, between Chesapeake Funding LLC (now known as
Chesapeake Finance Holdings LLC), as Issuer, and JPMorgan Chase Bank, N.A., as
Indenture Trustee, as supplemented by that certain Series 2006-1 Indenture
Supplement dated as of March 7, 2006 and that certain Series 2006-2 Indenture
Supplement dated as of March 7, 2006, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms
thereof.

     

    “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time.

     

    “Collection Account”
shall mean the following account established by Seller in accordance with
Section 13(ii) for the benefit of Buyer, “The Royal Bank of Scotland plc
P&I account Account #    ”.

     

    “Collection Account Control
Agreement” shall mean the second amended and restated collection account
control agreement dated as of June 26, 2008 among Buyer, Seller and The Bank of
New York Trust Company, National Association, in form and substance acceptable
to Buyer to be entered into with respect to the Collection Account.

     

    “Combined Loan to Value
Ratio” or “CLTV” shall mean (x)
with respect to any Eligible Loan, the ratio expressed as a percentage of (i) if
the loan transaction is a purchase money 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    transaction
(a) that includes an appraisal, the initial principal amount plus the amount of
any other loan which is secured by a lien on the related Mortgaged Property,
divided by the lesser of the Appraised Value or the purchase price of the
Mortgaged Property, or (b) if such transaction does not include an appraisal,
the initial principal amount plus the amount of any other loan which is secured
by a lien on the related Mortgaged Property, divided by the purchase price of
the Mortgaged Property; and (ii) if the loan transaction is a refinance (a) that
includes an appraisal, the initial principal amount plus the amount of any other
loan which is secured by a lien on the related Mortgaged Property, divided by
the Appraised Value, or (b) with respect to any Landscape Loan that does not
include an appraisal, the initial principal amount plus the amount of any other
loan which is secured by a lien on the related Mortgaged Property, divided by
the estimated value (as determined by the related Mortgagor and confirmed by
Fannie Mae) of the Mortgaged Property.

     

    “Commitment Fee” shall
have the meaning assigned thereto in the Pricing Side Letter.

     

    “Committed Amount”
shall mean $1,500,000,000.

     

    “Commonly Controlled
Entity” shall mean an entity, whether or not incorporated, which is under
common control with Seller within the meaning of Section 4001 of ERISA or
is part of a group which includes Seller and which is treated as a single
employer under Section 414 of the Code.

     

    “Confirmation” shall
have the meaning assigned thereto in Section 3(a) hereof.

     

    “Conforming Loan”
shall mean a Loan which conforms to Agency Guidelines.

     

    “Consolidated Net
Income” shall mean, for any period for which such amount is being
determined, the net income (loss) of the Seller or the Guarantor and its
Consolidated Subsidiaries during such period determined on a consolidated basis
for such period taken as a single accounting period in accordance with GAAP,
provided that there shall be excluded (i) income (or loss) of any Person (other
than a Consolidated Subsidiary) in which the Seller or the Guarantor or any of
its Consolidated Subsidiaries has an equity investment or comparable interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Seller or the Guarantor or its Consolidated Subsidiaries by such
Person during such period, (ii) the income (or loss) of any Person accrued prior
to the date it becomes a Consolidated Subsidiary or is merged into or
consolidated with the Seller or the Guarantor or any of its Consolidated
Subsidiaries or the Person’s assets are acquired by the Seller or the Guarantor
or any of its Consolidated Subsidiaries, (iii) the income of any Consolidated
Subsidiary to the extent that the  declaration or payment of dividends
or similar distributions by that Consolidated Subsidiary of the income is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Consolidated Subsidiary, (iv) any extraordinary after tax
gains and (v) any extraordinary pretax losses but only to the extent
attributable to a write down of financing costs relating to any existing and
future indebtedness.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Consolidated Net
Worth” shall mean, at any date of determination, all amounts which would
be included on a balance sheet of the Seller or the Guarantor and its
Consolidated Subsidiaries, as applicable, under stockholders’ equity as of such
date in accordance with GAAP.

     

    “Consolidated
Subsidiaries” shall mean the subsidiaries of the Guarantor that are
required to be consolidated with the Guarantor for financial reporting purposes
in accordance with GAAP.

     

    “Contractual
Obligation” shall mean as to any Person, any material provision of any
agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound or any material provision of any
security issued by such Person.

     

    “Control Agreement”
shall mean, with respect to each Additional Collateral Mortgage Loan, the
Pledged Collateral Account Control Agreement between the guarantor or mortgagor,
as applicable, and the related Additional Collateral Servicer, pursuant to which
the guarantor or mortgagor, as applicable, has granted a security interest in a
Securities Account.

     

    “Cooperative
Corporation” shall mean with respect to any Cooperative Loan, the
cooperative apartment corporation that holds legal title to the related
Cooperative Project and grants occupancy rights to units therein to stockholders
through Proprietary Leases or similar arrangements.

     

    “Cooperative Loan”
shall mean a Loan that is secured by a First Lien on and perfected security
interest in Cooperative Shares and the related Proprietary Lease granting
exclusive rights to occupy the related Cooperative Unit in the building owned by
the related Cooperative Corporation.

     

    “Cooperative Project”
shall mean, with respect to any Cooperative Loan, all real property and
improvements thereto and rights therein and thereto owned by a Cooperative
Corporation including without limitation the land, separate dwelling units and
all common elements.

     

    “Cooperative Shares”
shall mean, with respect to any Cooperative Loan, the shares of stock issued by
a Cooperative Corporation and allocated to a Cooperative Unit and represented by
a stock certificate.

     

    “Cooperative Unit”
shall mean, with respect to a Cooperative Loan, a specific unit in a Cooperative
Project.

     

    “Custodial Agreement”
shall mean the Amended and Restated Tri-Party Custody Agreement, dated as of
June 26, 2008, among Seller, Buyer, and Custodian as the same shall be amended,
modified or supplemented from time to time in accordance with the terms
thereof.

     

    “Custodian” shall mean
The Bank of New York Trust Company, National Association, or its successors and
permitted assigns, or any successor custodian appointed by the Buyer and Seller
to act as custodian under this Agreement.

     

    “Custodian Loan
Transmission” shall have the meaning assigned thereto in the Custodial
Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Default” shall mean
an Event of Default or any event, that, with the giving of notice or the passage
of time or both, would become an Event of Default.

     

    “Defaulted Loan” shall
mean any Eligible Loan where (i) the Borrower thereon has failed to make a
required payment for thirty (30) days or more after the Due Date of such
required payment or  (ii) any other event has occurred which
gives the holder the right to accelerate payment and/or take steps to foreclose
on the mortgage securing the Eligible Loan under the Eligible Loan
documentation.

     

    “Disbursement Account”
shall mean the account established by Buyer pursuant to which funds shall be
disbursed to fund any Wet Loan.

     

    “Disbursement Agent”
shall have the meaning assigned thereto in the Custodial Agreement.

     

    “Disbursement Agent
Agreement” shall have the meaning assigned thereto in the Custodial
Agreement.

     

    “Dollars” or “$” shall mean lawful
money of the United States of America.

     

    “Dry Loan” shall mean
a first lien Loan which is underwritten in accordance with the Underwriting
Guidelines and as to which the related Mortgage File contains all required Loan
Documents.

     

    “Dry Loan Trust
Receipt” shall have the meaning assigned thereto in the Custodial
Agreement.

     

    “Due Date” shall mean
the day of the month on which the Monthly Payment is due on a Loan, exclusive of
any days of grace.

     

    “Due Diligence Review”
shall mean the performance by Buyer of any or all of the reviews permitted under
Section 44 hereof with respect to any or all of the Loans or Seller or
related parties, as desired by Buyer from time to time.

     

    “Early Termination
Date” shall have the meaning assigned thereto in
Section 17.

     

     “Electronic Tracking
Agreement” shall mean the second amended and restated electronic tracking
agreement among Buyer, Seller, MERSCORP, Inc. and MERS, in form and substance
acceptable to Buyer to be entered into in the event that any of the Loans become
MERS Loans; provided that if no Loans are or will be MERS Loans, all references
herein to the Electronic Tracking Agreement shall be disregarded.

     

    “Electronic
Transmission” shall mean the delivery of information in an electronic
format acceptable to the applicable recipient thereof.  An Electronic
Transmission shall be considered written notice for all purposes hereof (except
when a request or notice by its terms requires execution).

     

    “Eligible Loan” shall
have the meaning assigned thereto in the Pricing Side Letter.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA Affiliate”
shall mean any corporation or trade or business that is a member of any group of
organizations (i) described in Section 414(b) or (c) of the Code
of which Seller is a member and (ii) solely for purposes of potential
liability under Sections 302-305 (inclusive) of ERISA and Sections 412, 430, 431
and 432 of the Code and the lien created thereunder, described in
Section 414(m) or (o) of the Code of which Seller is a
member.

     

    “Escrow Letter” shall
mean, with respect to any Wet Loan that becomes subject to a Transaction, an
escrow agreement or letter, which is fully assignable to Buyer, stating that in
the event of a Rescission or if for any other reason the Loan fails to fund on a
given day, the party conducting the closing is holding all funds which would
have been disbursed on behalf of the Mortgagor as agent for and for the benefit
of Buyer and such funds shall be returned to Seller not later than one Business
Day after the date of Rescission or other failure of the Loan to fund on a given
day.

     

    “Escrow Payments”
shall mean, with respect to any Loan, the amounts constituting ground rents,
taxes, assessments, water charges, sewer rents, municipal charges, mortgage
insurance premiums, fire and hazard insurance premiums, condominium charges, and
any other payments required to be escrowed by the Mortgagor with the Mortgagee
pursuant to the terms of any Note or Mortgage or any other
document.

     

    “Event of Default”
shall have the meaning provided in Section 18 hereof.

     

    “Event of Termination”
shall have the meaning provided in Section 17 hereof.

     

    “Exception” shall have
the meaning assigned thereto in the Custodial Agreement.

     

    “Exception Report”
shall mean the exception report prepared by the Custodian pursuant to the
Custodial Agreement.

     

    “Fannie Mae” shall
mean Fannie Mae, or any successor thereto.

     

    “Fannie Mae
Guidelines” shall mean the FNMA Selling and Servicing Guides and all
amendments or additions thereto.

     

    “Fannie Mae Loan”
shall mean a Loan that meets the Fannie Mae Guidelines.

     

    “First Lien” shall
mean with respect to each Mortgaged Property, the lien of the mortgage, deed of
trust or other instrument securing a mortgage note which creates a first lien on
the Mortgaged Property.

     

    “FNMA Account Bank”
shall mean The Bank of New York and its successors and assigns.

     

    “FNMA Direction
Letter” shall mean a letter from Seller to Fannie Mae directing Fannie
Mae to deposit the purchase price and all other amounts relating to any purchase
of Landscape Loans by Fannie Mae from Seller (whether pursuant to takeout
commitments or otherwise) directly to the FNMA Loan Purchase Account, as the
same may be amended, supplemented or otherwise modified with the prior written
consent of Buyer.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “FNMA Facility” shall
mean the wet and dry funding capacity provided to Seller by FNMA.

     

    “FNMA Loan Purchase
Account” shall mean the following account established by Seller in
accordance with Section 13(jj) for the benefit of RBS, “PHH Mortgage
Corporation FNMA Loan Purchase Account; Account
#   ”.

     

    “FNMA Loan Purchase
Proceeds” shall mean all amounts paid by Fannie Mae to or upon the
direction of Seller in connection with Fannie Mae’s purchase from Seller of any
Landscape Loans.

     

    “FNMA Loan Purchase
Proceeds—RBS” shall mean all amounts paid by Fannie Mae to or upon the
direction of Seller in connection with Fannie Mae’s purchase from Seller of any
Landscape Loans that are subject to Transactions under this Agreement
immediately prior to such purchase.

     

    “Freddie Mac” shall
mean Freddie Mac, or any successor thereto.

     

    “Freddie Mac
Guidelines” shall mean the Federal Home Loan Mortgage Corporation
Seller’s Guide and the Federal Home Loan Mortgage Corporation Servicers’ Guide
and all amendments or additions thereto.

     

    “Freddie Mac Loan”
shall mean a Loan that meets the Freddie Mac Guidelines.

     

    “GAAP” shall mean
generally accepted accounting principles in effect from time to time in the
United States of America

     

    “Gestation Repurchase
Facility” shall mean the repurchase facility described in that certain
Mortgage Loan Purchase and Sale Agreement, dated as of April 15, 2008, among
Buyer and Greenwich Capital Financial Products, Inc., as Purchasers, and PHH, as
Seller, as the same may be amended, supplemented, restated or otherwise modified
from time to time in accordance with its terms.

     

    “Ginnie Mae” shall
mean the Government National Mortgage Association or any successor
thereto.

     

    “Ginnie Mae Guides”
shall mean the GNMA Handbooks 5500.3 and all amendments or additions
thereto.

     

    “Governmental
Authority” shall mean with respect to any Person, any nation or
government, any state or other political subdivision, agency or instrumentality
thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any court or
arbitrator having jurisdiction over such Person, any of its Subsidiaries or any
of its properties.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “Gross Margin” shall
mean with respect to each Adjustable Rate Loan, the fixed percentage amount set
forth in the related Note and the Loan Schedule that is added to the Index
on each Adjustment Date in accordance with the terms of the related Note to
determine the new Mortgage Interest Rate for such Loan.

     

    “Guarantee” shall
mean, as to any Person, any obligation of such Person directly or indirectly
guaranteeing any Indebtedness of any other Person or in any manner providing for
the payment of any Indebtedness of any other Person or otherwise protecting the
holder of such Indebtedness against loss (whether by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, or to take-or-pay or otherwise), provided that the term “Guarantee”
shall not include (i) endorsements for collection or deposit in the
ordinary course of business, or (ii) obligations to make servicing advances
for delinquent taxes and insurance, or other obligations in respect of a
Mortgaged Property, to the extent required by Buyer.  The amount of
any Guarantee of a Person shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good
faith.  The terms “Guarantee” and “Guaranteed” used as verbs shall
have correlative meanings.

     

    “Guarantor” shall mean
PHH Corporation, a Maryland corporation, and its successors and permitted
assigns.

     

    “Guaranty” shall mean
the Second Amended and Restated Guaranty Agreement of the Guarantor in favor of
Buyer, dated as of June 26, 2008, as the same may be amended, modified or
supplemented from time to time in accordance with the terms
thereof.

     

    “Income” shall mean,
with respect to any Purchased Loan at any time, any principal and/or interest
thereon and all dividends, sale proceeds (including, without limitation, any
FNMA Loan Purchase Proceeds, proceeds from the securitization of such Purchased
Loan or other disposition thereof) and other collections and distributions
thereon (including, without limitation, any proceeds received in respect of any
Surety Bond, mortgage insurance or Additional Collateral), but not including any
commitment fees, origination fees and/or servicing fees accrued in respect of
periods on or after the initial Purchase Date with respect to such Purchased
Loan or any Escrow Payments.

     

    “Indebtedness” shall
mean (i) all indebtedness, obligations and other liabilities of the
Guarantor and it Consolidated Subsidiaries which are, at the date as of which
Indebtedness is to be determined, includable as liabilities in a consolidated
balance sheet of the Guarantor and its Consolidated Subsidiaries, other than
(w) accounts payable and accrued expenses in the ordinary course of
business, (x) current and deferred income taxes and other similar
liabilities and (y) minority interest, plus (ii) without duplicating
any items included in Indebtedness pursuant to the foregoing clause (i),
the maximum aggregate amount of all liabilities of the Guarantor and its
Consolidated Subsidiaries under any Guarantee, indemnity or similar undertaking
given or assumed of, or in respect of, the indebtedness, obligations and other
liabilities, assets, revenues, income or dividends of any Person other than the
Guarantor or one of its Consolidated Subsidiaries and (iii) all other
obligations or liabilities of the Guarantor or any of its 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Consolidated
Subsidiaries in relation to the discharge of the obligations of any Person other
than the Guarantor or any of its Consolidated Subsidiaries.

     

    “Index” shall mean
with respect to each Adjustable Rate Loan, the index identified on the related
Loan Schedule and set forth in the related Note for the purpose of
calculating the interest rate thereon.

     

    “Instruction Letter”
shall mean a letter agreement between Seller and each Subservicer substantially
in the form of Exhibit I attached hereto.

     

    “Insurance Proceeds”
shall mean with respect to each Loan, proceeds of insurance policies insuring
the Loan or the related Mortgaged Property.

     

    “Insured Closing
Letter” shall mean, with respect to any Wet Loan that becomes subject to
a Transaction, a letter of indemnification from an Approved Title Insurance
Company, in any jurisdiction where insured closing letters are permitted under
applicable law and regulation, addressed to Seller, which is fully assignable to
and may be enforced by, the loan originator and its successors and assigns,
including Buyer, with coverage that is customarily acceptable to Persons engaged
in the origination of mortgage loans (including, but not limited to any losses
occurring due to the fraud, dishonesty or mistakes of the closing agent,
identifying the Settlement Agent) covered thereby, which may be in the form of a
blanket letter.

     

    “Interest Only Loan”
means a Loan which, by its terms, requires the related Mortgagor to make monthly
payments of only accrued interest for a certain period of time following
origination.  After such interest-only period, the loan terms provide
that the Mortgagor’s monthly payment will be recalculated to cover both interest
and principal so that such Loan will amortize fully on or prior to its final
payment date.

     

    “Interest Period”
shall mean, with respect to any Transaction, the period commencing on the
Purchase Date with respect to such Transaction and ending on the calendar day
prior to the related Repurchase Date.  Notwithstanding the foregoing,
no Interest Period may end after the Termination Date.

     

    “Interim Servicing
Period” shall mean, the period of time from the Purchase Date to but not
including the earlier of (i) the Servicing Transfer Date and (ii) the
Termination Date.

     

    “Investment Company
Act” shall mean the Investment Company Act of 1940, as amended, including
all rules and regulations promulgated thereunder.

     

    “Jumbo A Credit Loan”
shall mean a Loan originated in accordance with the Underwriting Guidelines for
Jumbo A product.

     

    “JV Facility” shall
mean (i) the Master Repurchase Agreement dated as of June 1, 2006 between BMO
Capital Markets Corp., each Bank Principal and each Conduit Principal (as such
terms are defined therein), PHH Home Loans, LLC, Axiom Financial LLC, Preferred
Mortgage Group LLC, RMR Financial LLC and NE Moves Mortgage LLC, and (ii) the
Revolving Credit Agreement dated as of September 30, 2005 among PHH Home Loans,
LLC, Barclays Bank PLC, 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    and Bank
of Montreal as administrative agent for the Lenders (as defined therein), each
amended, supplemented or modified from time to time.

     

    “Landscape Loan” shall
mean a Loan that substantially conforms to the Agency Guidelines, except (i)
maintenance of a PMI Policy may not be required, (ii) such Loan may be not an
FHA Loan or VA Loan and (iii) if not required by Agency Guidelines, there may be
not be an appraisal of the related Mortgage Property.

     

    “Landover Facility”
shall mean the Master Repurchase Agreement dated as of February 1, 2008 between
Countrywide Bank, FSB, as buyer and Landover Mortgage, LLC, as seller, as
amended, supplemented or modified from time to time.

     

    “LIBO Base Rate” shall
mean with respect to each day on which a Transaction is outstanding (or if such
day is not a Business Day, the next succeeding Business Day), the rate per annum
equal to the rate published by Bloomberg or if such rate is not available, the
rate appearing at page 3750 of the Telerate Screen, as one-month LIBOR on
such date, and if such rate shall not be so quoted, the rate per annum at which
Buyer is offered Dollar deposits at or about 11:00 A.M., New York City time, on
such date by prime banks in the interbank eurodollar market where the eurodollar
and foreign currency and exchange operations in respect of its Transactions are
then being conducted for delivery on such day for a period of one month and in
an amount comparable to the amount of the Transactions to be outstanding on such
day.

     

    “LIBO Rate” shall mean
with respect to each Interest Period pertaining to a Transaction, a rate (reset
on a monthly basis) per annum determined by Buyer in its sole discretion in
accordance with the following formula (rounded upwards to the nearest l/100th of
one percent), which rate as determined by Buyer shall be conclusive absent
manifest error by Buyer:

     

    
      	
              LIBO
      Base Rate

            
	
              1.00
      – LIBO Reserve Requirements

            


    

     

     

    The LIBO
Rate shall be calculated on each Purchase Date and Repurchase Date commencing
with the first Purchase Date.

     

    “LIBO Reserve
Requirements” shall mean for any Interest Period for any Transaction, the
aggregate (without duplication) of the rates (expressed as a decimal fraction)
of reserve requirements applicable to Buyer in effect on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto), dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as “Eurocurrency Liabilities” in Regulation D of such Board) maintained by a
member bank of such Governmental Authority.  As of the Effective Date,
the LIBO Reserve Requirements shall be deemed to be zero.

     

    “Lien” shall mean any
mortgage, lien, pledge, charge, security interest or similar
encumbrance.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “Loan” shall mean a
first lien mortgage loan or Cooperative Loan which the Custodian has been
instructed to hold for Buyer pursuant to the Custodial Agreement, and which Loan
includes, without limitation, (i) a Note, the related Mortgage and all
other Loan Documents, (ii) all right, title and interest of Seller in and
to the Mortgaged Property covered by such Mortgage and (iii) in the case of any
Additional Collateral Mortgage Loan, all right, title and interest of Seller in
or to any related Additional Collateral.

     

    “Loan Documents” shall
mean, with respect to a Loan, the documents comprising the Mortgage File for
such Loan.

     

    “Loan Schedule” shall
mean a hard copy or electronic format incorporating the fields identified on
Exhibit G,
any other information required by Buyer and any other additional information to
be provided pursuant to the Custodial Agreement.

     

    “Loan to Value Ratio”
or “LTV” shall
mean (x) with respect to any Eligible Loan, the ratio expressed as a percentage
of (i) if the loan transaction is a purchase money transaction (a) that includes
an appraisal, the initial principal amount divided by the lesser of the
Appraised Value or the purchase price of the Mortgaged Property, or (b) if such
transaction does not include an appraisal, the initial principal amount divided
by the purchase price of the Mortgaged Property; and (ii) if the loan
transaction is a refinance (a) that includes an appraisal, the initial principal
amount divided by the Appraised Value of the Mortgaged Property, or (b) if such
transaction does not include an appraisal, the initial principal amount divided
by the estimated value of the Mortgaged Property.  With respect to any
Additional Collateral Mortgage Loan, prior to any calculation of the Loan to
Value Ratio or LTV as set forth in clause (i) and (ii) of this definition, the
initial principal amount of such Additional Collateral Mortgage Loan shall be
reduced by the amount of the Original Additional Collateral Requirement with
respect to such Additional Collateral Mortgage Loan.  The Loan to
Value Ratio or LTV for any Additional Collateral Mortgage Loan is referred to as
the “Effective Loan to Value Ratio” or “ELTV.”

     

    “Margin Call” shall
have the meaning assigned thereto in Section 6(a) hereof.

     

    “Margin Deficit” shall
have the meaning assigned thereto in Section 6(a) hereof.

     

    “Market Value” shall
mean the value, determined in good faith by Buyer in its sole reasonable
discretion, of the Loans if sold in their entirety to a single third-party Buyer
under circumstances in which Seller is in default under this
Agreement.  Buyer’s determination of Market Value shall be conclusive
upon the parties, absent manifest error on the part of Buyer.  Buyer
shall have the right to mark to market the Loans on a daily basis which Market
Value with respect to one or more of the Loans may be determined to be
zero.  Seller acknowledges that Buyer’s determination of Market Value
is for the limited purpose of determining the value of Purchased Loans which are
subject to Transactions hereunder without the ability to perform customary
purchaser’s due diligence and is not necessarily equivalent to a determination
of the fair market value of the Loans achieved by obtaining competing bids in an
orderly market in which the originator/servicer is not in default under a
revolving debt facility and the bidders have adequate opportunity to perform
customary loan and servicing due diligence.  The Market Value shall be
deemed to be zero with respect to each Loan that is not an Eligible
Loan.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    “Master Netting
Agreement” shall mean the letter agreement among Buyer, Seller and
certain Affiliates and Subsidiaries of Buyer and/or Seller, in the form attached
hereto as Exhibit J, as it may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.

     

    “Material Adverse
Effect” shall mean a material adverse effect on (a) the property,
business, operations or financial condition of Seller or Guarantor (b) the
ability of Seller or Guarantor to perform its obligations under any of the
Program Documents to which it is a party, (c) the validity or
enforceability of any of the Program Documents, (d) the rights and remedies
of Buyer under any of the Program Documents, (e) the timely repurchase of
the Purchased Loans or payment of other amounts payable in connection therewith,
(f) the Purchased Items in the aggregate or (g) if so specified in any
provision of this Agreement or any other Program Document, any Purchased
Item.

     

    “Maximum Aggregate Purchase
Price” shall mean the Committed Amount.

     

    “Maximum Mortgage Interest
Rate” shall mean with respect to each Adjustable Rate Loan, a rate that
is set forth on the related Loan Schedule and in the related Note and is
the maximum interest rate to which the Mortgage Interest Rate on such Loan may
be increased on any Adjustment Date.

     

    “MERS” shall mean
Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any
successor in interest thereto.

     

    “MERS Identification
Number” shall mean the eighteen digit number permanently assigned to each
MERS Loan.

     

    “MERS Loan” shall mean
any Loan as to which the related Mortgage or Assignment of Mortgage has been
recorded in the name of MERS, as agent for the holder from time to time of the
Note, and which is identified as a MERS Loan on the related
Schedule.

     

    “Monthly Payment”
shall mean the scheduled monthly payment of principal and interest on a Loan as
adjusted in accordance with changes in the Mortgage Interest Rate pursuant to
the provisions of the Note for an Adjustable Rate Loan.

     

    “Mortgage” shall mean
with respect to a Loan, the mortgage, deed of trust or other instrument, which
creates a First Lien on either (i) with respect to a Loan other than a
Cooperative Loan, the fee simple or leasehold estate in such real property or
(ii) with respect to a Cooperative Loan, the Proprietary Lease and related
Cooperative Shares, which in either case secures the Note.

     

    “Mortgage File” shall
mean, as to each Mortgage Loan subject to this Agreement, the Required Documents
and all other documents relating to such Mortgage Loan that are held by the
Custodian pursuant to the Custodial Agreement.

     

    “Mortgage Interest
Rate” means the annual rate of interest borne on a Note, which shall be
adjusted from time to time with respect to Adjustable Rate Loans.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “Mortgaged Property”
shall mean the real property (including all improvements, buildings, fixtures,
building equipment and personal property thereon and all additions, alterations
and replacements made at any time with respect to the foregoing) and all other
collateral securing repayment of the debt evidenced by a Note.

     

    “Mortgagee” shall mean
the record holder of a Note secured by a Mortgage.

     

    “Mortgagor” shall mean
the obligor or obligors on a Note, including any person who has assumed or
guaranteed the obligations of the obligor thereunder.

     

    “Multiemployer Plan”
shall mean a multiemployer plan defined as such in Section 3(37) of ERISA
to which contributions have been or are required to be made by Seller or any
ERISA Affiliate and that is covered by Title IV of ERISA.

     

    “MV Margin Amount”
means, with respect to any Transaction, as of any date of determination, the
amount obtained by application of the MV Margin Percentage to the Repurchase
Price (reduced by the amount of any accrued and unpaid Price Differential) for
such Transaction as of such date.

     

    “MV Margin Percentage”
shall have the meaning assigned thereto in the Pricing Side Letter.

     

    “Negative
Amortization” shall mean with respect to each Negative Amortization Loan,
that portion of interest accrued at the Mortgage Interest Rate in any month
which exceeds the Monthly Payment on the related Loan for such month and which,
pursuant to the terms of the Note, is added to the principal balance of the
Loan.

     

    “Negative Amortization
Loan” shall mean each Loan that may be subject to Negative
Amortization.

     

    “Non-Utilization Fee”
shall have the meaning assigned to it in Section 4(e).

     

    “Note” shall mean,
with respect to any Loan, the related promissory note together with all riders
thereto and amendments thereof or other evidence of indebtedness of the related
Mortgagor.

     

    “Notice of
Termination” shall have the meaning assigned thereto in
Section 17.

     

    “Obligations” shall
mean (a) all of Seller’s obligation to pay the Repurchase Price on the
Repurchase Date and other obligations and liabilities of Seller to Buyer, its
Affiliates, the Custodian or any other Person arising under, or in connection
with, the Program Documents or directly related to the Purchased Loans, whether
now existing or hereafter arising; (b) any and all sums paid by Buyer or on
behalf of Buyer pursuant to the Program Documents in order to preserve any
Purchased Loan or its interest therein; (c) in the event of any proceeding
for the collection or enforcement of any of Seller’s indebtedness, obligations
or liabilities referred to in clause (a), the reasonable expenses of
retaking, holding, collecting, preparing for sale, selling or otherwise
disposing of or realizing on any Purchased Loan, or of any exercise by Buyer or
any Affiliate of Buyer of its rights under the Program Documents, including
without limitation, 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    reasonable
attorneys’ fees and disbursements and court costs; and (d) all of Seller’s
indemnity obligations to Buyer pursuant to the Program Documents.

     

    “Original Additional
Collateral Requirement” shall mean, with respect to any Additional
Collateral Mortgage Loan, an amount equal to the Additional Collateral required
at the time of the origination of such Additional Collateral Mortgage
Loan.  Even though for other purposes the Original Additional
Collateral Requirement may actually exceed thirty percent (30%) of the original
principal balance of an Additional Collateral Mortgage Loan, solely for purposes
of the Required Surety Payment, the Original Additional Collateral Requirement
for an Additional Collateral Mortgage Loan will be deemed not to exceed thirty
percent (30%) of its original principal balance.

     

    “Original Effective
Date” shall mean November 1, 2007.

     

    “Original Repurchase
Agreement” shall have the meaning assigned to such term in Section
1.

     

    “Participants” shall
have the meaning assigned thereto in Section 39 hereof.

     

    “Payment Adjustment
Date” With respect to each Negative Amortization Loan, the date on which
Monthly Payments shall be adjusted.  A Payment Adjustment Date with
respect to a Negative Amortization Loan shall occur on the dates specified on
the Loan Schedule.

     

    “PBGC” shall mean the
Pension Benefit Guaranty Corporation or any entity succeeding to any or all of
its functions under ERISA.

     

    “Permitted Exceptions”
shall mean the following exceptions to lien priority:  (i) the
lien of current real property taxes and assessments not yet due and payable;
(ii) covenants, conditions and restrictions, rights of way, easements and
other matters of the public record as of the date of recording acceptable to
mortgage lending institutions generally and specifically referred to in the
lender’s title insurance policy delivered to the originator of the Loan and
(A) referred to or otherwise considered in the appraisal (if any) made for
the originator of the Loan or (B) which do not adversely affect the
appraised value of the Mortgaged Property set forth in such appraisal; and
(iii) 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.

     

    “Person” shall mean
any individual, corporation, company, voluntary association, partnership, joint
venture, limited liability company, trust, unincorporated association or
government (or any agency, instrumentality or political subdivision
thereof).

     

    “Plan” shall mean an
employee benefit or other plan established or maintained by either Seller or any
ERISA Affiliate and that is covered by Title IV of ERISA, other than a
Multiemployer Plan.

     

    “Pledge Agreement for
Securities Account” shall mean each Control Agreement and Additional
Collateral Agreement for each Additional Collateral Mortgage Loan.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    “PMI Policy” or “Primary Insurance
Policy” shall mean a policy of primary mortgage guaranty insurance issued
by a Qualified Insurer.

     

    “Post-Default Rate”
shall mean, in respect of the Repurchase Price for any Transaction or any other
amount under this Agreement, or any other Program Document that is not paid when
due to Buyer (whether at stated maturity, by acceleration or mandatory
prepayment or otherwise), a rate per annum during the period from and including
the due date to but excluding the date on which such amount is paid in full
equal to 4.00% per annum, plus (a)(i) the Pricing Rate otherwise applicable to
such Loan or other amount, or (ii) if no Pricing Rate is otherwise
applicable, the LIBO Rate plus (b) the Applicable Margin.

     

    “Price Differential”
shall mean, with respect to each Transaction as of any date of determination,
the aggregate amount obtained by daily application of the Pricing Rate (or
during the continuation of an Event of Default, by daily application of the
Post-Default Rate) for such Transaction to the Purchase Price for such
Transaction on a 360 day per year basis for the actual number of days elapsed
during the period commencing on (and including) the Purchase Date and ending on
(but excluding) the date of determination (reduced by any amount of such Price
Differential in respect of such period previously paid by Seller to Buyer with
respect to such Transaction).

     

    “Pricing Rate” shall
mean the per annum percentage rate for determination of the Price Differential
as set forth in the Pricing Side Letter.

     

    “Pricing Side Letter”
shall mean the second amended and restated pricing side letter, dated as of June
26, 2008, among Seller, Guarantor and Buyer, as the same may be amended,
supplemented or modified from time to time in accordance with the terms
thereof.

     

    “Principal” shall have
the meaning assigned thereto in Annex I.

     

    “Program Documents”
shall mean this Agreement, the Custodial Agreement, the Guaranty, any Servicing
Agreement, the Master Netting Agreement, the Pricing Side Letter, any
Instruction Letter, the Securitization Side Letter, the Collection Account
Control Agreement, the RBS Sub-Account Control Agreement, the FNMA Direction
Letter, the Electronic Tracking Agreement, the Disbursement Agent Agreement and
any other agreement entered into by Seller, on the one hand, and Buyer and/or
any of its Affiliates or Subsidiaries (or Custodian on its behalf) on the other,
in connection herewith or therewith.

     

    “Property” shall mean
any right or interest in or to property of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible.

     

    “Proprietary Lease”
shall mean the lease on a Cooperative Unit evidencing the possessory interest of
the owner of the Cooperative Shares in such Cooperative Unit.

     

    “Purchase Date” shall
mean, with respect to each Transaction, the date on which Purchased Loans are
sold by Seller to Buyer hereunder.

     

    “Purchase Price” shall
have the meaning assigned thereto in the Pricing Side Letter.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    “Purchased Items”
shall have the meaning assigned thereto in Section 8 hereof.

     

    “Purchased Loans”
shall mean any of the following assets sold by Seller to Buyer in a Transaction:
the Loans, together with the related Servicing Records and Servicing Rights,
which shall be sold by Seller and purchased by Buyer on the related Purchase
Date, Seller’s rights under any related purchases or takeout commitments,
Seller’s rights under any Escrow Letters and Insured Closing Letters with
respect to the Loans, such other property, rights, titles or interest as are
specified on a related Transaction Notice, and all purchase or other agreements,
contracts, instruments, chattel paper, and general intangibles comprising or
relating to all of the foregoing.  The term “Purchased Loans” with
respect to any Transaction at any time shall also include Additional Purchased
Loans delivered pursuant to Section 6(a) hereof and Substitute Loans
delivered pursuant to Section 16 hereof.

     

    “Qualified Insurer”
shall mean an insurance company approved as an insurer by Fannie Mae and Freddie
Mac.

     

    “Qualified Originator”
shall mean (a) Seller, (b) any Approved Provider and (c) any other
originator of Loans; provided, that Buyer shall have the right to reject any
such other originator (in its sole discretion) by delivering written notice to
Seller fifteen (15) days prior to ceasing to accept Loans originated by such
person.

     

    “RBS” shall mean The
Royal Bank of Scotland plc, and its successors.

     

    “RBS Sub-Account”
shall mean the following sub-account established by Seller in accordance with
Section 13(kk) for the benefit of Buyer, “The Royal Bank of Scotland plc
FNMA Loan Purchase Account; Account #   , Sub-Account
#   ”.

     

    “RBS Sub-Account Control
Agreement” shall mean the amended and restated account control agreement
dated as of April 15, 2008 among Buyer, Seller and the FNMA Account Bank, in
form and substance acceptable to Buyer to be entered into with respect to the
FNMA Loan Purchase Account.

     

    “Reacquired Loans”
shall have the meaning assigned thereto in Section 16.

     

    “Records” means all
instruments, agreements and other books, records, and reports and data generated
by other media for the storage of information maintained by Seller or any other
person or entity with respect to a Purchased Loan.  Records shall
include, without limitation, the Notes, any Mortgages, the Mortgage Files, the
Servicing File, and any other instruments necessary to document or service a
Loan that is a Purchased Loan, including, without limitation, the complete
payment and modification history of each Loan that is a Purchased
Loan.

     

    “Renewal Commitment
Fee” shall have the meaning assigned thereto in the Pricing Side
Letter.

     

    “Renewal Date” shall
have the meaning assigned thereto in Section 27.

     

    
      
        
        

      

      
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    “Reportable Event”
shall mean any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty day notice period is waived under
subsections .13, .14, .16, .18, .19 or .20 of PBGC
Reg.  § 2615.

     

    “Repurchase Date”
shall mean the date occurring on (i) the 25th day of each month following
the related Purchase Date (or if such date is not a Business Day, the following
Business Day), (ii) any other Business Day set forth in the related
Transaction Notice and/or the related Confirmation, (iii) the date
determined by application of Section 17 or Section 19 or (iv) the
Termination Date, as applicable.

     

    “Repurchase Price”
shall mean the price at which Purchased Loans are to be transferred from Buyer
to Seller upon termination of a Transaction, which will be determined in each
case (including Transactions terminable upon demand) as the sum of the
outstanding Purchase Price for such Purchased Loans and the Price Differential
as of the date of such determination.

     

    “Required Documents”
shall have the meaning set forth in the Custodial Agreement.

     

    “Required Surety
Payment” shall mean, with respect to any defaulted Additional Collateral
Mortgage Loan for which a claim is payable under the related Surety Bond under
the procedures referred to herein, the lesser of (i) the principal portion of
the realized loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan (but not more than 30% of the original principal
balance of such Mortgage Loan) over (b) the net proceeds realized by the related
Additional Collateral Servicer from the related Additional
Collateral.

     

    “Requirement of Law”
shall mean as to any Person, the certificate of incorporation and by-laws or
other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

     

    “Rescission” shall
mean the right of a Mortgagor to rescind the related Note and related documents
pursuant to applicable law.

     

    “Responsible Officer”
shall mean, as to any Person, the chief executive officer or, with respect to
financial matters, the chief financial officer of such Person; provided, that in
the event any such officer is unavailable at any time he or she is required to
take any action hereunder, Responsible Officer shall mean any officer authorized
to act on such officer’s behalf as demonstrated by a certificate of corporate
resolution.

     

    “Restatement Effective
Date” shall mean the date upon which the conditions precedent set forth
in Section 9(a) have been satisfied.

     

    “Revolving Credit
Agreement” shall mean the Five Year Competitive Advance and Revolving
Credit Agreement, dated as of January 6, 2006, among Guarantor, as Borrower, the
Lenders referred to therein, Citicorp USA, Inc., as Syndication Agent, and Bank
of America, N.A., The Bank of Nova Scotia and Calyon New York Branch, as
Documentation Agents, and JPMorgan Chase Bank, N.A., as administrative agent, as
such agreement exists on the date 

     

    
      
        
        

      

      
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    hereof
and as the same may be further amended, modified, waived or supplemented, solely
to the extent that Buyer has given its prior written consent to such amendment,
modification, waiver or supplement.

     

    “Securities Account”
shall mean, with respect to any Additional Collateral Mortgage Loans, the
account, together with the financial assets held therein, that is the subject of
the related Additional Collateral Agreement.

     

    “Securitization
Letter” shall mean that certain letter agreement by and among Seller,
Greenwich Capital Markets, Inc. and Buyer dated the date hereof, outlining
rights and obligations with respect to securitizations and whole loan sales of
Loans subject to this Agreement from time to time.

     

    “Security Release
Certification” shall mean a security release certification in
substantially the form set forth in Exhibit K hereto.

     

    “Servicer” shall mean
Seller in its capacity as servicer or master servicer of the Loans.

     

    “Servicing Agreement”
shall have the meaning provided in Section 43(c) hereof.

     

    “Servicing Delivery
Requirements” shall have the meaning assigned thereto in
Section 43(b) hereof.

     

    “Servicing File” shall
mean with respect to each Loan, the file retained by Seller (in its capacity as
Servicer) consisting of all documents that a prudent originator and servicer
would have, including copies of the Loan Documents, all documents necessary to
document and service the Loans and any and all documents required to be
delivered pursuant to any of the Program Documents.

     

    “Servicing Records”
shall have the meaning assigned thereto in Section 43(b)
hereof.

     

    “Servicing Rights”
shall mean contractual, possessory or other rights of Seller or any other
Person, whether arising under the Servicing Agreement, the Custodial Agreement
or otherwise, to administer or service a Purchased Loan or to possess related
Servicing Records.

     

    “Servicing Transfer
Date” shall mean, the date that occurs forty-five (45) days after the
earlier of (i) the termination of Seller as servicer of the Purchased Loans
pursuant to Section 43 hereof, and (ii) the related Purchase Date for each such
loans.

     

    “Servicing
Transmission” shall mean a computer-readable magnetic or other electronic
format acceptable to the parties containing the information identified on
Exhibit F.

     

    “Settlement Agent”
shall have the meaning assigned thereto in the Custodial Agreement.

     

    “Single Employer Plan”
shall mean any Plan which is covered by Title IV of ERISA, but which is not
a Multiemployer Plan.

     

    “Subservicer” shall
have the meaning provided in Section 43(c) hereof.

     

    
      
        
        

      

      
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    “Subsidiary” shall
mean, with respect to any Person, any corporation, association, joint venture,
partnership or other business entity (whether now existing or hereafter
organized) of which at least a majority of the voting stock or other ownership
interests having ordinary voting power for the election of directors (or the
equivalent) is, at the time of which any determination is being made, owned or
controlled by such Person or one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries of such Person.  Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the
Seller.

     

    “Substitute Loans” has
the meaning assigned thereto in Section 16.

     

    “Surety Bond” means
any limited purpose surety bond identified by a policy number guaranteeing
payment by the related insurer to the applicable Permitted Beneficiary of any
shortfalls that occur with respect to any Additional Collateral Mortgage Loan
that becomes a Defaulted Loan.

     

    “Surety Bond Issuer”
shall mean, with respect to each Additional Collateral Mortgage Loan, the surety
bond issuer for the related Surety Bond covering such Additional Collateral
Mortgage Loan.

     

    “Tangible Net Worth”
shall mean, at any date of determination, with respect to the Guarantor, the
Consolidated Net Worth of the Guarantor and its Consolidated Subsidiaries minus
the aggregate book value of all intangible assets of the Guarantor and its
Consolidated Subsidiaries, in each case as of such date in accordance with
GAAP.

     

    “Termination Date”
shall mean June 25, 2009, the Early Termination Date or such other date on which
this Agreement shall terminate in accordance with the provisions hereof or by
operation of law.

     

    “Transaction” has the
meaning assigned thereto in Section 1.

     

    “Transaction Notice”
shall mean a written request by Seller in the form of Exhibit D hereto, to
enter into a Transaction, in a form to be mutually agreed upon among Seller and
Buyer, which is delivered to Buyer.

     

    “Trust Receipt” shall
have the meaning provided in the Custodial Agreement.

     

    “Underwriting
Guidelines” shall mean the underwriting guidelines of Seller attached as
Exhibit E hereto, in effect as of the date of this Agreement, as the same
may be amended, supplemented or otherwise modified from time to time (including
without limitation by the addition of any third party’s underwriting guidelines)
and, with respect only to material amendments, supplements or other
modifications, with Buyer’s prior written consent.

     

    “Undocumented Loan”
shall have the meaning provided in the Custodial Agreement.

     

    “Undocumented Loan
Schedule” shall have the meaning provided in the Custodial
Agreement.

     

    
      
        
        

      

      
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    “Undocumented Loan Trust
Receipt” shall have the meaning provided in the Custodial
Agreement.

     

    “Uniform Commercial
Code” shall mean the Uniform Commercial Code as in effect on the date
hereof in the State of New York; provided that if by reason of mandatory
provisions of law, the perfection or the effect of perfection or non-perfection
of the security interest in any Purchased Items is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New York, “Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.

     

    “USC” shall mean the
United States Code, as amended.

     

    “USAA
Guidelines”  USAA Federal Savings Bank underwriting guidelines
and all amendments or additions thereto.

     

    “USAA Loan” shall mean
a Loan that meets USAA Guidelines.

     

    “Wet Loan” shall mean
a wet-funded Loan which is underwritten in accordance with the Underwriting
Guidelines and does not contain all the required Loan Documents in the Mortgage
File, which in order to be deemed to be an Eligible Loan shall have the
following additional characteristics:

     

    (a)           the
proceeds thereof have been funded (or, on the Purchase Date supported by a
Transaction Notice are being funded) by wire transfer or cashier’s check,
cleared check or draft or other form of immediately available funds to the
Settlement Agent for such Wet Loan;

     

    (b)           Seller
expects such Wet Loan to close and become a valid lien securing actual
indebtedness by funding to the order of the Mortgagor thereunder;

     

    (c)           the
proceeds thereof have not been returned to Buyer from the Settlement
Agent  for such Wet Loan;

     

    (d)           Seller
has not learned that such Wet Loan will not be closed and funded to the order of
the Mortgagor;

     

    (e)           upon
recordation such Loan will constitute a first lien on the premises described
therein; and

     

    (f)           Seller
shall have obtained an Insured Closing Letter and an Escrow Letter with respect
to such Wet Loan.

     

    “Wet Loan Trust
Receipt” shall have the meaning provided in the Custodial
Agreement.

     

    (b)           Accounting Terms and
Determinations.  Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and 

     

    
      
        
        

      

      
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    certificates
and reports as to financial matters required to be delivered to Buyer hereunder
shall be prepared, in accordance with GAAP.

     

    (c)           Interpretation.  The
following rules of this subsection (c) apply unless the context
requires otherwise.  A gender includes all genders.  Where a
word or phrase is defined, its other grammatical forms have a corresponding
meaning and include the plural as well as the singular.  A reference
to a subsection, Section, Annex or Exhibit is, unless otherwise specified,
a reference to a Section of, or annex or exhibit to, this
Agreement.  A reference to a party to this Agreement or another
agreement or document includes the party’s successors and permitted substitutes
or assigns.  A reference to an agreement or document (including any
Program Document) is to the agreement or document as amended, modified, novated,
supplemented or replaced, except to the extent prohibited thereby or by any
Program Document and in effect from time to time in accordance with the terms
thereof.  A reference to legislation or to a provision of legislation
includes a modification or re-enactment of it, a legislative provision
substituted for it and a regulation or statutory instrument issued under
it.  A reference to writing includes a facsimile transmission and any
means of reproducing words in a tangible and permanently visible
form.  A reference to conduct includes, without limitation, an
omission, statement or undertaking, whether or not in writing.  The
words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement
as a whole and not to any particular provision of this Agreement.  The
term “including” is not limiting and means “including without
limitation”.  In the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including”, the
words “to” and “until” each mean “to but excluding”, and the word “through”
means “to and including”.

     

    Except
where otherwise provided in this Agreement, any determination, consent,
approval, statement or certificate made or confirmed in writing with notice to
Seller by Buyer or an authorized officer of Buyer provided for in this Agreement
is conclusive and binds the parties in the absence of manifest
error.  A reference to an agreement includes a security interest,
guarantee, agreement or legally enforceable arrangement whether or not in
writing related to such agreement.

     

    A
reference to a document includes an agreement (as so defined) in writing or a
certificate, notice, instrument or document, or any information recorded in
computer disk form.  Where Seller is required to provide any document
to Buyer under the terms of this Agreement, the relevant document shall be
provided in writing or printed form unless Buyer requests
otherwise.  At the request of Buyer, the document shall be provided in
computer disk form or both printed and computer disk form.

     

    This
Agreement is the result of negotiations among, and has been reviewed by counsel
to, Buyer and Seller, and is the product of all parties.  In the
interpretation of this Agreement, no rule of construction shall apply to
disadvantage one party on the ground that such party proposed or was involved in
the preparation of any particular provision of this Agreement or this Agreement
itself.  Except where otherwise expressly stated, Buyer may give or
withhold, or give conditionally, approvals and consents and may form opinions
and make determinations at its absolute discretion.  Any requirement
of good faith, discretion or judgment by Buyer shall not be construed to require
Buyer to request or await receipt of information or documentation not


     

    
      
        
        

      

      
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    immediately
available from or with respect to Seller, a servicer of the Purchased Loans, any
other Person or the Purchased Loans.

     

    
      	
              3.

            	
              THE
      TRANSACTIONS

            


    

     

    (a)          Subject
to the terms and conditions of the Program Documents, Buyer shall, from time to
time enter into Transactions with an aggregate Purchase Price for all Purchased
Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase
Price.  Unless otherwise agreed, Seller shall request that Buyer enter
into a Transaction by delivering (i) a Transaction Notice, appropriately
completed, and a Loan Schedule to Buyer and Custodian, and (ii) the
Mortgage File to Custodian or each Loan proposed to be included in such
Transaction, which Transaction Notice and Loan Schedule must be received no
later than 5:00 p.m. (New York City time) one Business Day prior to the
requested Purchase Date.  Such Transaction Notice shall clearly
indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A
Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a
Loan Schedule in respect of the Eligible Loans that Seller proposes to
include in the related Transaction.  Each Transaction Notice shall
specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase
Date (subject to Section 3(i)).  Seller agrees to repurchase from
Buyer, on the same Business Day of discovery, any Undocumented Loans or Wet
Loans that were previously subject to a Transaction that do not close for any
reason including, but not limited to, a Rescission.  In the event that
the parties hereto desire to enter into a Transaction on terms other than as set
forth in this Agreement and the Transaction Notice, Buyer shall deliver to
Seller, in electronic or other format, a “Confirmation” specifying such terms
prior to entering into such Transaction, including, without limitation, the
Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase
Date.  By entering in to a Transaction with Buyer, Seller consents to
the terms set forth in any related Confirmation.  Any such Transaction
Notice and the related Confirmation, if any, together with this Agreement, shall
constitute conclusive evidence of the terms agreed to between Buyer and Seller
with respect to the Transaction to which the Transaction Notice and
Confirmation, if any, relates.  In the event of any conflict between
this Agreement and a Confirmation, the terms of the Confirmation shall control
with respect to the related Transaction.

     

    (b)          Pursuant
to and in accordance with the terms and provisions of the Custodial Agreement,
the Custodian shall review any Required Documents delivered to it and shall
deliver to Buyer, via Electronic Transmission acceptable to Buyer, Custodian
Loan Transmissions and Exception Reports showing the status of all Loans then
held by the Custodian, including but not limited to the Undocumented Loans, Wet
Loans and Dry Loans which are subject to Exceptions, and the time the related
Loan Documents have been released pursuant to Sections 6(b) or Section 7 of
the Custodial Agreement.  In addition, pursuant to and in accordance
with the terms and provisions of the Custodial Agreement, the Custodian shall
deliver to Buyer on each Purchase Date and such other dates as specified in the
Custodial Agreement, one or more Trust Receipts relating to the
Loans.  The original copies of each Trust Receipt shall be delivered
to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing
Department, New York, New York 10004, Attention:  Jennifer John for
the account of Greenwich Capital Markets, telephone number (212) 623-5953, as
agent for Buyer by overnight delivery using a nationally recognized insured
overnight delivery service.

     

    
      
        
        

      

      
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    (c)          Notwithstanding
the provisions of Sections 3(a) and 3(b) above requiring the execution of a
Transaction Notice and delivery of the Mortgage Files to the Custodian prior to
the Purchase Date, with respect to each Transaction involving a Wet Loan or an
Undocumented Loan, Seller shall, in lieu of delivering the Mortgage Files with
respect to Wet Loans and Undocumented Loans on such Purchase Date or date of
substitution, (i) prior to 5:00 p.m. (New York City time) on the related
Business Day immediately preceding the Purchase Date or date of substitution, as
applicable, deliver to the Custodian a Wet Loan Schedule or Undocumented Loan
Schedule, as applicable, setting forth a list of all such Wet Loans or
Undocumented Loans and cause the Custodian to deliver to Buyer a Wet Loan Trust
Receipt or an Undocumented Loan Trust Receipt, as applicable, with respect
thereto, and (ii) Seller deliver the Mortgage Files to the Custodian and cause
the Custodian to deliver a Dry Loan Trust Receipt to Buyer (by telecopier with
hard copy to follow on the following Business Day) not later than the day that
is ten (10) Business Days following the related Purchase Date or date of
substitution, as applicable, with respect to each Wet Loan or Undocumented
Loan.  The original copies of such Wet Loan Trust Receipts,
Undocumented Loan Trust Receipts and Dry Loan Trust Receipts shall be delivered
to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing
Department, New York, New York 10004, Attention:  Jennifer John for
the account of Greenwich Capital Markets, telephone number (212) 623 5953, as
agent for Buyer by overnight delivery using a nationally recognized insured
overnight delivery service.

     

    (d)          Upon
Seller’s request to enter into a Transaction pursuant to Section 3(a),
Buyer shall, assuming all conditions precedent set forth in this Section 3
and in Sections 9(a) and (b) have been met, and provided no Default,
Event of Default or Event of Termination shall have occurred and be continuing,
not later than 2:00 p.m. (New York City time) on the requested Purchase
Date, if all conditions precedent are satisfied by 5:00 p.m. on the
Business Day preceding the requested Purchase Date, purchase the Eligible Loans
included in the related Transaction Notice by transferring, via wire transfer
(pursuant to wire transfer instructions provided by Seller on or prior to such
Purchase Date), the Purchase Price.  Seller acknowledges and agrees
that the Purchase Price paid in connection with any servicing released Loans
that are purchased in any Transaction includes a mutually negotiated premium
allocable to the portion of such Purchased Loans that constitutes the related
Servicing Rights.

     

    
      
        
        

      

      
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    (e)          With
respect to each Additional Collateral Mortgage Loan sold to Buyer under this
Agreement, the Seller hereby assigns to the Buyer its security interest in and
to any related Additional Collateral, all of its rights in each related
Additional Collateral Agreement and Additional Collateral Servicing Agreement,
its right to receive amounts due or to become due in respect of any related
Additional Collateral and its rights as beneficiary under the related Surety
Bond in respect of any Additional Collateral Mortgage Loans.  Seller
acknowledges and agrees that any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the Additional
Collateral Mortgage Loan establishes and creates a valid, subsisting and
enforceable first lien and first priority security interest with respect to each
Additional Collateral Mortgage Loan on the property described therein and Seller
has full right to pledge and assign the same to Buyer.

     

    (f)          Anything
herein to the contrary notwithstanding, if, on or prior to the determination of
any LIBO Base Rate:

     

    (i)           Buyer
determines, which determination shall be conclusive, that quotations of interest
rates for the relevant deposits referred to in the definition of “LIBO Base
Rate” in Section 2 are not being provided in the relevant amounts or for
the relevant maturities for purposes of determining rates of interest for
Transactions as provided herein; or

     

    (ii)           Buyer
determines, which determination shall be conclusive, that the Applicable Margin
plus the relevant rate of interest referred to in the definition of “LIBO Base
Rate” in Section 2 upon the basis of which the rate of interest for
Transactions is to be determined is not likely adequately to cover the cost to
Buyer of purchasing and holding Loans hereunder; or

     

    (iii)           it
becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based
on the LIBO Base Rate;

     

    then
Buyer shall give Seller prompt notice thereof and, so long as such condition
remains in effect, Buyer shall be under no obligation to purchase Loans
hereunder, and Seller shall, at its option, either repurchase such Loans or pay
a Pricing Rate at a rate per annum as determined by Buyer taking into account
the increased cost to Buyer of purchasing and holding the Loans.

     

    (g)          Seller
shall repurchase Purchased Loans from Buyer on each related Repurchase
Date.  Each obligation to repurchase exists without regard to any
prior or intervening liquidation or foreclosure with respect to any Purchased
Loan.  Seller is obligated to obtain the Purchased Loans from Buyer or
its designee (including the Custodian) at Seller’s expense on (or after) the
related Repurchase Date.  Any amounts required to be paid to Buyer
under this Section 3(g) must be received by Buyer and the computer tape
relating to the Purchased Loans being repurchased under this Section 3(g)
must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time)
on the related Repurchase Date.

     

    (h)          Provided
that the applicable conditions in Sections 9(a) and (b) have been
satisfied, a Purchased Loan that is repurchased by Seller on the Repurchase Date
shall become subject to a new Transaction.  Buyer shall purchase the
related Eligible Loans pursuant to the 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    procedures
set forth in Section 3(d).  For each new Transaction, unless
otherwise agreed, (y) the accrued and unpaid Price Differential shall be
settled in cash on each related Repurchase Date, and (z) the Pricing Rate
shall be as set forth in the Pricing Side Letter.

     

    (i)          If
Seller intends to repurchase any Loans on any day which is not a Repurchase
Date, Seller shall give one (1) Business Day’s prior written notice thereof
to Buyer.  If such notice is given, the Repurchase Price specified in
such notice shall be due and payable on the date specified therein, together
with the Price Differential to such date on the amount prepaid.  Such
early repurchases shall be in an aggregate principal amount of at least
$100,000.  Any amounts required to be paid to Buyer under this
Section 3(i) must be received by Buyer, and the computer tape relating to
the Purchased Loans being repurchased under this Section 3(i) must be
uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such
date of repurchase.

     

    (j)          [Reserved.]

     

    (k)          If
any Requirement of Law (other than with respect to any amendment made to Buyer’s
certificate of incorporation and by-laws or other organizational or governing
documents) or any change in the interpretation or application thereof or
compliance by Buyer with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

     

    (i)           shall
subject Buyer to any tax of any kind whatsoever with respect to this Agreement
or any Loans purchased pursuant to it (excluding net income taxes) or change the
basis of taxation of payments to Buyer in respect thereof;

     

    (ii)           shall
impose, modify or hold applicable any reserve, special deposit, compulsory
advance or similar requirement against assets held by deposits or other
liabilities in or for the account of Transactions or extensions of credit by, or
any other acquisition of funds by any office of Buyer which is not otherwise
included in the determination of the LIBO Base Rate hereunder;

     

    (iii)           shall
impose on Buyer any other condition;

     

    and the
result of any of the foregoing is to increase the cost to Buyer, by an amount
which Buyer deems to be material, of effecting or maintaining purchases
hereunder, or to reduce any amount receivable hereunder in respect thereof,
then, in any such case, Seller shall promptly pay Buyer such additional amount
or amounts as will compensate Buyer for such increased cost or reduced amount
receivable thereafter incurred.

     

    If Buyer
shall have determined that the adoption of or any change in any Requirement of
Law (other than with respect to any amendment made to Buyer’s certificate of
incorporation and by-laws or other organizational or governing documents)
regarding capital adequacy or in the interpretation or application thereof or
compliance by Buyer or any corporation controlling Buyer with any request or
directive regarding capital adequacy (whether or not having the force of law)
from any Governmental Authority made subsequent to the date hereof shall have
the effect of reducing the rate of return on Buyer’s or such corporation’s
capital as a consequence of its obligations hereunder to a level below that
which Buyer or such corporation but for such 

     

    
      
        
        

      

      
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    adoption,
change or compliance (taking into consideration Buyer’s or such corporation’s
policies with respect to capital adequacy) by an amount deemed by Buyer to be
material, then from time to time, Seller shall promptly pay to Buyer such
additional amount or amounts as will thereafter compensate Buyer for such
reduction.

     

    If Buyer
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify Seller of the event by reason of which it has become so
entitled.  A certificate as to any additional amounts payable pursuant
to this subsection submitted by Buyer to Seller shall be conclusive in the
absence of manifest error.

     

    
      	
              4.

            	
              PAYMENTS; COMPUTATION;
      COMMITMENT AND NON-UTILIZATION
FEES

            


    

     

    (a)          Payments.  Except
to the extent otherwise provided herein, all payments to be made by Seller under
this Agreement shall be made in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, to Buyer at the following account maintained
by Buyer at JPMorgan Chase Bank Account Number   , For the A/C of
The Royal Bank of Scotland plc, ABA#   , Attn:  Brett
Kibbe, not later than 2:00 p.m., New York City time, on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Business
Day).  Seller acknowledges that it has no rights of withdrawal from
the foregoing account.

     

    (b)          Computations.  The
Price Differential shall be computed on the basis of a 360-day year for the
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable.

     

    (c)          Commitment
Fee.  Seller agrees to pay to Buyer the Commitment Fee on the
Restatement Effective Date.  The Commitment Fee payable on the
Restatement Effective Date shall be reduced by the amount of any Commitment Fee
(as defined in the Original Repurchase Agreement) paid by Seller under the
Original Repurchase Agreement attributable to the period beginning on the
Restatement Effective Date and ending on October 29, 2008, such payment to be
made in Dollars, in immediately available funds, without deduction, set off or
counterclaim, to Buyer on the Restatement Effective Date.

     

    (d)          Renewal Commitment
Fee.  Seller agrees to pay to Buyer the Renewal Commitment Fee
on the Renewal Date, such payment to be made in Dollars, in immediately
available funds, without deduction, set off or counterclaim.  Buyer
may, in its sole discretion, net such commitment fees from the proceeds of any
Purchase Price paid to Seller.

     

    (e)          Non-Utilization
Fee.  On a quarterly basis and on the Termination Date, Buyer
shall determine the average quarterly utilization during the preceding quarter
(or with respect to the Termination Date, during the period from the date
through which the last non-utilization fee calculation has been made to the
Termination Date) by Seller by dividing (a) the sum of the Purchase Prices
outstanding on each day during such period, by (b) the number of days in
such period.  If such average amount determined for any period as a
percentage of the Committed Amount (the “Utilization
Percentage”) is less than 30%, Seller shall pay to Buyer on the Payment
Date on or immediately succeeding such date of calculation or Termination Date,
as 

     

    
      
        
        

      

      
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    applicable,
a non-utilization fee equal to the product of (i) 0.15% per annum, times
(ii) the Committed Amount, times (iii) 1 minus the Utilization
Percentage (the “Non-Utilization
Fee”).  If the Utilization Percentage in any period is greater
than or equal to 30%, Buyer shall not be paid a Non-Utilization Fee for that
period.  All payments shall be made to Buyer in Dollars, in
immediately available funds, without deduction, setoff or
counterclaim.  Buyer may, in its sole discretion, net such
Non-Utilization Fee from the proceeds of any Purchase Price paid to any
Seller.

     

    
      	
              5.

            	
              TAXES; TAX
      TREATMENT

            


    

     

    (a)          All
payments made by Seller under this Agreement shall be made free and clear of,
and without deduction or withholding for or on account of, any present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
(including penalties, interest and additions to tax) with respect thereto
imposed by any Governmental Authority, excluding income taxes, branch profits
taxes, franchise taxes or any other tax imposed on the net income by the United
States, a state or a foreign jurisdiction under the laws of which Buyer is
organized or of its applicable lending office, or any political subdivision
thereof (collectively, “Taxes”), all of which
shall be paid by Seller for its own account not later than the date when
due.  If Seller is required by law or regulation to deduct or withhold
any Taxes from or in respect of any amount payable hereunder, it
shall:  (a) make such deduction or withholding; (b) pay the
amount so deducted or withheld to the appropriate Governmental Authority not
later than the date when due; (c) deliver to Buyer, promptly, original tax
receipts and other evidence satisfactory to Buyer of the payment when due of the
full amount of such Taxes; and (d) pay to Buyer such additional amounts as
may be necessary so that such Buyer receives, free and clear of all Taxes, a net
amount equal to the amount it would have received under this Agreement, as if no
such deduction or withholding had been made.

     

    (b)          In
addition, Seller agrees to pay to the relevant Governmental Authority in
accordance with applicable law any current or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies (including,
without limitation, mortgage recording taxes, transfer taxes and similar fees)
imposed by the United States or any taxing authority thereof or therein that
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement (“Other
Taxes”).

     

    (c)          Seller
agrees to indemnify Buyer for the full amount of Taxes (including additional
amounts with respect thereto) and Other Taxes, and the full amount of Taxes of
any kind imposed by any jurisdiction on amounts payable under this
Section 5, and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto, provided that Buyer
shall have provided Seller with evidence, reasonably satisfactory to Seller, of
payment of Taxes or Other Taxes, as the case may be.

     

    (d)          Any
Buyer that is not incorporated under the laws of the United States, any State
thereof, or the District of Columbia (a “Foreign Buyer”) shall
provide Seller with properly completed United States Internal Revenue Service
(“IRS”)
Form W-8BEN or W-8ECI or any successor form prescribed by the IRS,
certifying that such Foreign Buyer is entitled to benefits under an income tax
treaty to which the United States is a party which reduces the rate of
withholding tax on payments of interest or certifying that the income receivable
pursuant to this 

     

    
      
        
        

      

      
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    Agreement
is
effectively connected with the conduct of a trade or business in the United
States on or prior to the date upon which each such Foreign Buyer becomes a
Buyer.  Each Foreign Buyer will resubmit the appropriate form on the
earliest of (A) the third anniversary of the prior submission or
(B) on or before the expiration of thirty (30) days after there is a
“change in circumstances” with respect to such Foreign Buyer as defined in
Treas.  Reg.  Section 1.1441-1(e)(4)(ii)(D).  For
any period with respect to which a Foreign Buyer has failed to provide Seller
with the appropriate form or other relevant document pursuant to this
Section 5(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Foreign Buyer shall not be entitled to any
“gross-up” of Taxes or indemnification under Section 5(c) with respect to
Taxes imposed by the United States; provided, however, that should
a Foreign Buyer, which is otherwise exempt from a withholding tax, become
subject to Taxes because of its failure to deliver a form required hereunder,
Seller shall, at no cost or expense to Seller, take such steps as such Foreign
Buyer shall reasonably request to assist such Foreign Buyer to recover such
Taxes.

     

    (e)          Without
prejudice to the survival or any other agreement of Seller hereunder, the
agreements and obligations of Seller contained in this Section 5 shall
survive the termination of this Agreement.  Nothing contained in this
Section 5 shall require Buyer to make available any of its tax returns or
other information that it deems to be confidential or proprietary.

     

    (f)          Each
party to this Agreement acknowledges that it is its intent for purposes of U.S.
federal, state and local income and franchise taxes to treat each Transaction as
indebtedness of Seller that is secured by the Purchased Loans and that the
Purchased Loans are owned by Seller in the absence of an Event of Default by
Seller.  All parties to this Agreement agree to such treatment and
agree to take no action inconsistent with this treatment, unless required by
law.

     

    
      	
              6.

            	
              MARGIN
      MAINTENANCE

            


    

     

    (a)          If
at any time the aggregate Market Value of all Purchased Loans subject to all
Transactions is less than the aggregate MV Margin Amount for all such
Transactions (such event, a “Margin Deficit”),
then Buyer may, by notice to Seller, require Seller in such Transactions to
transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional
Eligible Loans), additional Eligible Loans (“Additional Purchased
Loans”) on a servicing released basis within one (1) Business Day of
such notice by Buyer, so that the cash and aggregate Market Value of the
Purchased Loans, including any such Additional Purchased Loans, will thereupon
equal or exceed such aggregate MV Margin Amount (either requirement, a “Margin Call”);
provided that if Seller transfers cash, Buyer shall deposit such cash into a
non-interest bearing account until the next succeeding Repurchase
Date.

     

    (b)          Notice
required pursuant to Section 6(a) may be given by any means provided in
Section 21 hereof.  Any notice given on a Business Day at or
prior to 11:00 a.m. (New York City time) shall be met, and the related
Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the
same Business Day.  Any notice given on a Business Day following
11:00 a.m. (New York City time) shall be met, and the related Margin Call
satisfied, no later than 1:00 p.m. (New York City time) on the following
Business Day.  The failure of Buyer, on 

     

    
      
        
        

      

      
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    any one
or more occasions, to exercise its rights under this Section 6, shall not
change or alter the terms and conditions to which this Agreement is subject or
limit the right of Buyer to do so at a later date.  Seller and Buyer
each agree that a failure or delay by Buyer to exercise its rights hereunder
shall not limit or waive Buyer’s rights under this Agreement or otherwise
existing by law or in any way create additional rights for Seller.

     

    
      	
              7.

            	
              INCOME
      PAYMENTS

            


    

     

    Where a
particular term of a Transaction extends over the date on which Income is paid
in respect of any Purchased Loan subject to that Transaction, such Income shall
be the property of Buyer.  Notwithstanding the foregoing, and provided
no Default or Event of Default has occurred and is continuing, Buyer agrees that
Seller shall be entitled to receive an amount equal to all Income (other than
any FNMA Loan Purchase Proceeds) received in respect of the Purchased Loans,
whether by Buyer, Custodian or any servicer or any other Person, which is not
otherwise received by Seller, to the full extent it would be so entitled if the
Purchased Loans had not been sold to Buyer; provided that any
Income received by Seller while the related Transaction is outstanding shall be
deemed to be held by Seller solely in trust for Buyer pending the repurchase on
the related Repurchase Date; provided further that Seller
shall hold all such Income (other than any FNMA Loan Purchase Proceeds) in the
Collection Account.  Seller shall deposit all Income (other than any
FNMA Loan Purchase Proceeds) received by it into the Collection Account within
three (3) Business Days of Seller’s receipt thereof.  Seller
shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the
FNMA Loan Purchase Account.  In addition, Seller shall direct FNMA
Account Bank to deposit directly to the RBS Sub-Account the purchase price, and
all other amounts on deposit in the FNMA Loan Purchase Account that relate to
Fannie Mae’s purchase from Seller from time to time of Landscape Loans that are
from time to time subject to Transactions under this
Agreement.  Seller shall instruct FNMA Account Bank to withdraw
amounts on deposit in the RBS Sub-Account on a daily basis and to pay such funds
to or upon the order of Buyer to the extent necessary to reduce the aggregate
outstanding Repurchase Price of all Purchased Loans sold by Seller to Fannie Mae
and all other related Obligations to zero.  Provided no Default or
Event of Default has occurred, Buyer shall, as the parties may agree with
respect to any Transaction (or, in the absence of any such agreement, as Buyer
shall reasonably determine in its sole discretion), on the Repurchase Date
following the date any Income (including any FNMA Loan Purchase Proceeds—RBS
remaining after giving effect to Buyer’s application on such Repurchase Date of
amounts on deposit in the RBS Sub-Account as described in the immediately
preceding sentence) is received by Buyer in the Collection Account or in the RBS
Sub-Account (or a servicer on its behalf) either (i) transfer (or permit
the servicer or Seller to transfer) to Seller such Income with respect to any
Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit
then exists, apply the Income payment to reduce the amount, if any, to be
transferred to Buyer by Seller upon termination of such
Transaction.  Buyer shall not be obligated to take any action pursuant
to the preceding sentences (A) to the extent that such action would result
in the creation of a Margin Deficit, unless prior thereto or simultaneously
therewith Seller transfers to Buyer cash or Additional Purchased Loans
sufficient to eliminate such Margin Deficit, or (B) if an Event of Default
or Default has occurred and is then continuing at the time such Income is
paid.

     

    
      
        
        

      

      
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              8.

            	
              SECURITY INTEREST;
      BUYER’S APPOINTMENT AS
ATTORNEY-IN-FACT

            


    

     

    (a)          Seller
and Buyer intend that the Transactions hereunder be sales to Buyer of the
Purchased Loans and not loans from Buyer to Seller secured by the Purchased
Loans.  However, in order to preserve Buyer’s rights under this
Agreement in the event that a court or other forum recharacterizes the
Transactions hereunder as other than sales, and as security for Seller’s
performance of all of its Obligations and as security for Seller’s, Guarantor’s
or any of their respective Affiliate’s or Subsidiary’s performance of its
obligations under any agreement (other than the Chesapeake Facility and the
Bishop’s Gate Facility) by and among any such Person, on the one hand, and Buyer
or any of Buyer’s Affiliates, on the other hand, Seller hereby grants Buyer a
fully perfected first priority security interest in all of Seller’s rights,
title and interest in and to the following property, whether now existing or
hereafter acquired:  (i) all Purchased Loans identified on a
Transaction Notice delivered by Seller to Buyer and the Custodian from time to
time, (ii) any other collateral pledged or otherwise relating to such
Purchased Loans, together with all files, material documents, instruments,
surveys (if available), certificates, correspondence, appraisals, computer
records, computer storage media, Loan accounting records and other books and
records relating thereto, (iii) the Servicing Records and the related
Servicing Rights, (iv) all rights of Seller to receive from any third party or
to take delivery of any Servicing Records or other documents which constitute a
part of the Mortgage File or Servicing File, (v) the Collection Account,
the RBS Sub-Account, all Income relating to such Purchased Loans and all FNMA
Loan Purchase Proceeds—RBS, (vi) all mortgage guaranties and insurance
(issued by governmental agencies or otherwise) and any mortgage insurance
certificate or other document evidencing such mortgage guaranties or insurance
relating to any Purchased Loans and all claims and payments thereunder and all
rights of Seller to receive from any third party or to take delivery of any of
the foregoing, (vii) all interests in real property collateralizing any
Purchased Loans, (viii) all other insurance policies and insurance proceeds
relating to any Purchased Loans or the related Mortgaged Property and all rights
of Seller to receive from any third party or to take delivery of any of the
foregoing, (ix) any purchase agreements or other agreements, contracts or
takeout commitments relating to or constituting any or all of the foregoing and
all rights to receive documentation relating thereto, (x) with respect to each
Additional Collateral Mortgage Loan, the Seller’s security interest in, to and
under any related Additional Collateral, all rights of Seller in each related
Additional Collateral Agreement, each Additional Collateral Servicing Agreement,
each Control Agreement, each Surety Bond and all rights of Seller to receive
amounts due or to become due in respect of any related Additional Collateral and
its rights as beneficiary under the related Surety Bond in respect of any
Additional Collateral Mortgage Loans, (xi) all “accounts”, “chattel paper”,
“commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general
intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
“letter of credit rights”, and “securities’ accounts” as each of those terms is
defined in the Uniform Commercial Code and all cash and Cash Equivalents and all
products and proceeds relating to or constituting any or all of the foregoing,
and (xii) any and all replacements, substitutions, distributions on or
proceeds of any or all of the foregoing (collectively the “Purchased
Items”).  Seller acknowledges and agrees that its rights with
respect to the Purchased Items (including without limitation, any security
interest Seller may have in the Purchased Loans and any other collateral granted
by Seller to Buyer pursuant to any other agreement) are and shall continue to be
at all times junior and subordinate to the rights of Buyer
hereunder.

     

    
      
        
        

      

      
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    (b)          At
any time and from time to time, upon the written request of Buyer, and at the
sole expense of Seller, Seller will promptly and duly execute and deliver, or
will promptly cause to be executed and delivered, such further instruments and
documents and take such further action as Buyer may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted, including, without limitation, the filing
of any financing or continuation statements under the Uniform Commercial Code in
effect in any jurisdiction with respect to the Purchased Items and the liens
created hereby.  Seller also hereby authorizes Buyer to file any such
financing or continuation statement to the extent permitted by applicable
law.  A carbon, photographic or other reproduction of this Agreement
shall be sufficient as a financing statement for filing in any
jurisdiction.  This Agreement shall constitute a security agreement
under applicable law.

     

    (c)          Seller
shall not (i) change the location of its chief executive office/chief place
of business from that specified in Section 12(l) hereof, (ii) change
its name, identity or corporate structure (or the equivalent) or change the
location where it maintains its records with respect to the Purchased Items, or
(iii) reincorporate or reorganize under the laws of another jurisdiction
unless it shall have given Buyer at least 30 days prior written notice thereof
and shall have delivered to Buyer all Uniform Commercial Code financing
statements and amendments thereto as Buyer shall request and taken all other
actions deemed reasonably necessary by Buyer to continue its perfected status in
the Purchased Items with the same or better priority.

     

    (d)          Seller
hereby irrevocably constitutes and appoints Buyer and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of Seller and in the name of Seller or in its own name, from time to time
in Buyer’s discretion, for the purpose of carrying out the terms of this
Agreement, including without limitation, protecting, preserving and realizing
upon the Purchased Items, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Agreement, including without limitation, to
protect, preserve and realize upon the Purchased Items, to file such financing
statement or statements relating to the Purchased Items as Buyer at its option
may deem appropriate, and, without limiting the generality of the foregoing,
Seller hereby gives Buyer the power and right, on behalf of Seller, without
assent by, but with notice to, Seller, if an Event of Default shall have
occurred and be continuing, to do the following:

     

    (i)           in
the name of Seller, or in its own name, or otherwise, to take possession of and
endorse and collect any checks, drafts, notes, acceptances or other instruments
for the payment of moneys due with respect to any Purchased Items and to file
any claim or to take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by Buyer for the purpose of collecting
any and all such moneys due with respect to any Purchased Items whenever
payable;

     

    (ii)           to
pay or discharge taxes and Liens levied or placed on or threatened against the
Purchased Items;

     

    (iii)           (A) to
direct any party liable for any payment under any Purchased Items to make
payment of any and all moneys due or to become due thereunder directly to Buyer
or as Buyer shall direct including, without limitation, to send “goodbye”
letters on 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    behalf of
Seller and any applicable Servicer; (B) to ask or demand for, collect,
receive payment of and receipt for, any and all moneys, claims and other amounts
due or to become due at any time in respect of or arising out of any Purchased
Items; (C) to sign and endorse any invoices, assignments, verifications,
notices and other documents in connection with any Purchased Items; (D) to
commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Purchased Items or any
proceeds thereof and to enforce any other right in respect of any Purchased
Items; (E) to defend any suit, action or proceeding brought against Seller
with respect to any Purchased Items; (F) to settle, compromise or adjust
any suit, action or proceeding described in clause (E) above and, in
connection therewith, to give such discharges or releases as Buyer may deem
appropriate; and (G) generally, to sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any Purchased Items as fully
and completely as though Buyer were the absolute owner thereof for all purposes,
and to do, at Buyer’s option and Seller’s expense, at any time, and from time to
time, all acts and things which Buyer deems necessary to protect, preserve or
realize upon the Purchased Items and Buyer’s Liens thereon and to effect the
intent of this Agreement, all as fully and effectively as Seller might
do.

     

    Seller
hereby ratifies all that said attorneys shall lawfully do or cause to be done by
virtue hereof.  This power of attorney is a power coupled with an
interest and shall be irrevocable.

     

    Seller
also authorizes Buyer, if an Event of Default shall have occurred, from time to
time, to execute, in connection with any sale provided for in Section 19
hereof, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Purchased Items.

     

    (e)          The
powers conferred on Buyer hereunder are solely to protect Buyer’s interests in
the Purchased Items and shall not impose any duty upon it to exercise any such
powers.  Buyer shall be accountable only for amounts that it actually
receives as a result of the exercise of such powers, and neither it nor any of
its officers, directors, employees or agents shall be responsible to Seller for
any act or failure to act hereunder, except for its or their own gross
negligence or willful misconduct.

     

    (f)          If
Seller fails to perform or comply with any of its agreements contained in the
Program Documents and Buyer may itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the reasonable out-of-pocket
expenses of Buyer incurred in connection with such performance or compliance,
together with interest thereon at a rate per annum equal to the Post-Default
Rate, shall be payable by Seller to Buyer on demand and shall constitute
Obligations.

     

    (g)          Buyer’s
duty with respect to the custody, safekeeping and physical preservation of the
Purchased Items in its possession, under Section 9-207 of the Uniform
Commercial Code or otherwise, shall be to deal with it in the same manner as
Buyer deals with similar property for its own account.  Neither Buyer
nor any of its directors, officers or employees shall be liable for failure to
demand, collect or realize upon all or any part of the Purchased Items or for
any delay 

     

    
      
        
        

      

      
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    in doing
so or shall be under any obligation to sell or otherwise dispose of any
Purchased Items upon the request of Seller or otherwise.

     

    (h)          All
authorizations and agencies herein contained with respect to the Purchased Items
are irrevocable and powers coupled with an interest.

     

    
      	
              9.

            	
              CONDITIONS
      PRECEDENT

            


    

     

    (a)          As
conditions precedent to the initial Transaction, Buyer shall have received on or
before the date on which such initial Transaction is consummated the following,
in form and substance satisfactory to Buyer and duly executed by each party
thereto (as applicable):

     

    (i)           Program
Documents.  The Program Documents duly executed and delivered
by Seller thereto and being in full force and effect, free of any modification,
breach or waiver.

     

    (ii)           Organizational
Documents.  A good standing certificate and certified copies of
the charter and by-laws (or equivalent documents) of Seller, in each case dated
as of a recent date, but in no event more than ten (10) days prior to the date
of such initial Transaction and of all corporate or other authority for Seller
with respect to the execution, delivery and performance of the Program Documents
and each other document to be delivered by Seller from time to time in
connection herewith (and Buyer may conclusively rely on such certificate until
it receives notice in writing from Seller to the contrary).

     

    (iii)           Incumbency
Certificate.  An incumbency certificate of the secretary of
Seller certifying the names, true signatures and titles of Seller’s
representatives duly authorized to request Transactions hereunder and to execute
the Program Documents and the other documents to be delivered
thereunder;

     

    (iv)           Legal
Opinion.  A legal opinion of counsel to Seller, substantially
in the form attached hereto as Exhibit C.

     

    (v)           Filings, Registrations,
Recordings.  (i) Any documents (including, without
limitation, financing statements) required to be filed, registered or recorded
in order to create, in favor of Buyer, a perfected, first-priority security
interest in the Purchased Items, subject to no Liens other than those created
hereunder, shall have been properly prepared and executed for filing (including
the applicable county(ies) if Buyer determines such filings are necessary in its
reasonable discretion), registration or recording in each office in each
jurisdiction in which such filings, registrations and recordations are required
to perfect such first-priority security interest; and (ii) UCC lien
searches, dated as of a recent date, in no event more than 14 days prior to the
date of such initial Transaction, in such jurisdictions as shall be applicable
to Seller and the Purchased Items, the results of which shall be satisfactory to
Buyer.

     

    (vi)           Fees and
Expenses.  Buyer shall have received all fees (including,
without limitation, the Commitment Fee or the Renewal Commitment Fee, as
applicable) and expenses required to be paid by Seller on or prior to the
initial Purchase Date, which fees 

     

    
      
        
        

      

      
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    and
expenses may be netted out of any purchase proceeds paid by Buyer hereunder;
provided that
any such fees or expenses shall have been billed to the Seller on or prior to
the initial Purchase Date.

     

    (vii)           Financial
Statements.  Buyer shall have received the financial statements
referenced in Section 12(b).

     

    (viii)          Underwriting
Guidelines.  Buyer and Seller shall have agreed upon Seller’s
current Underwriting Guidelines for Loans and Buyer shall have received a copy
thereof certified by a Responsible officer of Seller.

     

    (ix)           
Consents, Licenses,
Approvals, etc.  Buyer shall have received copies certified by
Seller of all consents, licenses and approvals, if any, required in connection
with the execution, delivery and performance by Seller of, and the validity and
enforceability of, the Loan Documents, which consents, licenses and approvals
shall be in full force and effect.

     

    (x)             Insurance.  Buyer
shall have received evidence in form and substance satisfactory to Buyer showing
compliance by Seller as of such initial Purchase Date with Section 13(v)
hereof.

     

    (xi)         
  Collection
Account, FNMA Loan Purchase Account and RBS
Sub-Account.  Evidence of the establishment of the Collection
Account, FNMA Loan Purchase Account and RBS Sub-Account.

     

    (xii)           Due
Diligence.  Buyer shall have received evidence in form and
substance satisfactory to Buyer with respect to a due diligence review of the
Seller.

     

    (xiii)          Other
Documents.  Buyer shall have received such other documents as
Buyer or its counsel may reasonably request.

     

    (b)          The
obligation of Buyer to enter into each Transaction pursuant to this Agreement
(including the initial Transaction) is subject to the following further
conditions precedent, both immediately prior to any Transaction and also after
giving effect thereto and to the intended use thereof:

     

    (i)           No
Default, Event of Default or Event of Termination shall have occurred and be
continuing.

     

    (ii)           Both
immediately prior to entering into such Transaction and also after giving effect
thereto and to the intended use of the proceeds thereof, the representations and
warranties made by Seller in Section 12 and Schedule 1-A hereof (and,
in the case of a Fannie Mae Loan, Schedule 1-B hereof, and, in the case of
a Freddie Mac Loan, Schedule 1-C hereof) and in each of the other Program
Documents, shall be true and complete on and as of the Purchase Date in all
material respects (in the case of the representations and warranties in
Section 12(v), 12(w) and Schedules 1-A, 1-B and 1-C, solely with
respect to Loans which have not been repurchased by Seller) with the same force
and effect as if made on and as of such date (or, if any such representation or


     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    warranty
is expressly stated to have been made as of a specific date, as of such specific
date).  At the request of Buyer, Buyer shall have received an
officer’s certificate signed by a Responsible Officer of Seller certifying as to
the truth and accuracy of the above, which certificate shall specifically
include a statement that Seller is in compliance with all governmental licenses
and authorizations and is qualified to do business and in good standing in all
required jurisdictions except where the lack of such license and/or
authorizations would not be reasonably likely to have a Material Adverse Effect
or any Material Adverse Effect with respect to any particular Loan proposed to
be subject to such Transaction.

     

    (iii)           The
then aggregate outstanding Purchase Price for all Purchased Loans, when added to
the Purchase Price for the requested Transaction, shall not exceed the Maximum
Aggregate Purchase Price.  Each Loan subject to such Transaction shall
satisfy all Eligible Loan criteria.

     

    (iv)           Subject
to Buyer’s right to perform one or more Due Diligence Reviews pursuant to
Section 44 hereof, Buyer shall have completed its Due Diligence Review of
the Mortgage File for each Loan subject to such Transaction and such other
documents, records, agreements, instruments, Mortgaged Properties or information
relating to such Loans as Buyer in its sole discretion deems appropriate to
review and such review shall be satisfactory to Buyer in its sole
discretion.

     

    (v)           Buyer
or its designee shall have received on or before the day of a Transaction with
respect to any Purchased Loans (unless otherwise specified in this Agreement)
the following, in form and substance satisfactory to Buyer and (if applicable)
duly executed:

     

    
      	
               
      

            	
              (A)

            	
              The
      Transaction Notice and Loan Schedule with respect to such Purchased
      Loans, delivered pursuant to
Section 3(a);

            


    

     

    
      	
               
      

            	
              (B)

            	
              The
      Dry Loan Trust Receipt with respect to such Purchased Loans consisting of
      Dry Loans, the Undocumented Loan Trust Receipt with respect to such
      Purchased Loans consisting of Undocumented Loans, and the Wet Loan Trust
      Receipt with respect to such Purchased Loans consisting of Wet Loans, in
      each case separately identifying such categories of Loans as Buyer may
      from time to time request pursuant to the terms and provisions of the
      Custodial Agreement and with the related Custodian Loan Transmission and
      Exception Report or Undocumented Loan Schedule and Wet Loan Schedule,
      as applicable, attached; and

            


    

     

    
      	
               
      

            	
              (C)

            	
              Such
      certificates, customary opinions of counsel or other documents as Buyer
      may reasonably request, provided that such opinions of counsel shall not
      be required routinely in connection with each Transaction but shall only
      be required from time to time as deemed necessary by Buyer in its
      commercially reasonable judgment.

            


    

     

    (vi)           [Reserved].

     

    
      
        
        

      

      
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    (vii)           With
respect to any Loan that was funded in the name of or acquired by a Qualified
Originator which is an Affiliate of Seller, Buyer may, in its sole discretion,
require Seller to provide evidence sufficient to satisfy Buyer that such Loan
was acquired in a legal sale, including without limitation, an opinion, in form
and substance and from an attorney, in both cases, acceptable to Buyer in its
sole discretion, that such Loan was acquired in a legal sale.

     

    (viii)                      None
of the following shall have occurred and/or be continuing:

     

    i.           an
event or events resulting in the inability of Buyer to finance its purchases of
assets with traditional counterparties at rates which would have been reasonable
prior to the occurrence of such event or events or a material adverse change in
the financial condition of Buyer which affects (or can reasonably be expected to
affect) materially and adversely the ability of Buyer to fund its obligations
under or otherwise comply with the terms of this Agreement; or

     

    ii.           any
other event beyond the control of Buyer which Buyer reasonably determines may
result in Buyer’s inability to perform its obligations under this Agreement
including, without limitation, acts of God, strikes, lockouts, riots, acts of
war or terrorism, epidemics, nationalization, expropriation, currency
restrictions, fire, communication line failures, computer viruses, power
failures, earthquakes, or other disasters of a similar nature to the
foregoing.

     

    (ix)           If
any Loans to be purchased hereunder were acquired by Seller, such Loans shall
conform to Seller’s Underwriting Guidelines or Buyer shall have received
Underwriting Guidelines for such Loans acceptable to Buyer in its
discretion.

     

    (x)           
If any Loans are serviced by a Servicer other than Seller or by a Subservicer,
Buyer shall have received, no later than 10:00 a.m. three (3) days
prior to the requested Purchase Date for such Loans, an Instruction Letter,
executed by Seller, with the related Servicing Agreement attached thereto, which
such Servicing Agreement shall be in form and substance acceptable to
Buyer.

     

    (xi)         
  In no event shall Buyer be required to enter into (A) more than
one (1) Transaction in any one Business Day, nor (B) any Transaction
whose Purchase Price would be less than $1,000,000.

     

    (xii)           Buyer
shall have determined that all actions necessary or, in the opinion of Buyer,
desirable to maintain Buyer’s perfected interest in the Purchased Loans and
other Purchased Items have been taken, including, without limitation, duly filed
Uniform Commercial Code financing statements on Form UCC 1.

     

    (xiii)          Seller
shall have paid to Buyer all fees and expenses owed to Buyer in accordance with
this Agreement and any other Program Document.

     

    
      
        
        

      

      
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    (xiv)          Buyer
or its designee shall have received any other documents reasonably requested by
Buyer.

     

    (xv)           There
is no Margin Deficit at the time immediately prior to entering into a new
Transaction.

     

    (xvi)           With
respect to each Purchased Loan that is subject to a security interest (including
any precautionary security interest) immediately prior to the Purchase Date,
Buyer shall have received a Security Release Certification for such Purchased
Loan that is duly executed by the related secured party and
Seller.  Such secured party shall have filed Uniform Commercial Code
termination statements in respect of any Uniform Commercial Code filings made in
respect of such Loan, and each such release and Uniform Commercial Code
termination statement has been delivered to Buyer prior to each Transaction and
to the Custodian as part of the Mortgage File.

     

    (xvii)           With
respect to the initial purchase of any Purchased Loan that is a Wet Loan,
immediately prior to the Purchase Date, Seller shall have caused the
Disbursement Agent to establish the Disbursement Account and execute and deliver
the related Disbursement Agent Agreement.

     

    
      	
              10.

            	
              RELEASE OF PURCHASED
      LOANS

            


    

     

    Upon
timely payment in full of the Repurchase Price with respect to a Purchased Loan
and all other Obligations (if any) then owing, unless a Default, Event of
Default or Event of Termination shall have occurred and be continuing, then
(a) Buyer shall be deemed to have terminated any security interest that
Buyer may have in such Purchased Loan and any Purchased Items solely related to
such Purchased Loan and (b) with respect to such Purchased Loan, Buyer
shall direct Custodian to release such Purchased Loan and any Purchased Items
solely related to such Purchased Loan to Seller and shall execute such customary
security interest release documents as may be reasonably requested by Seller, in
each case unless such release and termination would give rise to or perpetuate a
Margin Deficit.  Notwithstanding the foregoing, Buyer shall release
all Purchased Items, notwithstanding the occurrence of an Event of Termination,
upon payment in full by Seller pursuant to Section 17 of the Repurchase
Price for all Purchased Items then subject to outstanding Transactions and
payment in full of all other Obligations then due to Buyer or any of Buyer’s
Affiliates.  Except as set forth in Section 16, Seller shall give
at least one (1) Business Day prior written notice to Buyer if such
repurchase shall occur on any date other than the Repurchase Date in
Section 3(i).

     

    If such
release and termination gives rise to or perpetuates a Margin Deficit, Buyer
shall notify Seller of the amount thereof and Seller shall thereupon satisfy the
Margin Call in the manner specified in Section 6.

     

    
      	
              11.

            	
              RELIANCE

            


    

     

    With
respect to any Transaction, Buyer may conclusively rely upon, and shall incur no
liability to Seller in acting upon, any request or other communication that
Buyer reasonably believes to have been given or made by a person authorized to
enter into a Transaction on Seller’s behalf.

     

    
      
        
        

      

      
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              12.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

     

    Seller
represents and warrants to Buyer that throughout the term of this
Agreement:

     

    (a)          Existence.  Seller
(a) is a corporation duly organized, validly existing and in good standing
under the laws of the State of New Jersey, (b) has all requisite corporate
or other power, and has all governmental licenses, authorizations, consents and
approvals, necessary to own its assets and carry on its business as now being or
as proposed to be conducted, except where the lack of such licenses,
authorizations, consents and approvals would not be reasonably likely to have a
Material Adverse Effect, (c) is qualified to do business and is in good
standing in all other jurisdictions in which the nature of the business
conducted by it makes such qualification necessary, except where failure so to
qualify would not be reasonably likely (either individually or in the aggregate)
to have a Material Adverse Effect, and (d) is in compliance in all material
respects with all Requirements of Law.

     

    (b)          Financial
Condition.  Seller has heretofore furnished to Buyer a copy of
its (1) consolidated balance sheet for the fiscal year ended
December 31, 2007 and the related consolidated statements of income and
retained earnings and of cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous year, with the opinion
thereon of a nationally recognized public accounting firm and (2) unaudited
consolidated balance sheet for the quarterly fiscal period(s) ended
March 31, 2008 and the related unaudited consolidated statements of income
and retained earnings and of cash flows for it for such quarterly fiscal
period(s), setting forth in each case in comparative form the figures for the
previous year.  All such financial statements are complete and correct
in all material respects and fairly present the consolidated financial condition
of Seller and its Subsidiaries and the consolidated results of their operations
for the fiscal year ended on said date, all in accordance with GAAP applied on a
consistent basis.  Since December 31, 2007 there has been no
development or event nor any prospective development or event which has had or
should reasonably be expected to have a Material Adverse Effect.

     

    (c)          Litigation.  There
are no actions, suits, arbitrations, investigations or proceedings pending or,
to its knowledge, threatened against Seller or any of its Subsidiaries or
Affiliates, other than actions, suits, arbitrations, investigations or
proceedings disclosed on Schedule 5 hereto, (i) as to which
individually or in the aggregate there is a reasonable likelihood of an adverse
decision which would be reasonably likely to have a Material Adverse Effect or
(ii) which questions the validity or enforceability of any of the Program
Documents or any action to be taken in connection with the transactions
contemplated thereby and there is a reasonable likelihood of a Material Adverse
Effect or adverse decision.

     

    (d)          No
Breach.  Neither (a) the execution and delivery of the
Program Documents, or (b) the consummation of the transactions therein
contemplated in compliance with the terms and provisions thereof will conflict
with or result in a breach of the charter or by-laws of Seller, or any
applicable law, rule or regulation, or any order, writ, injunction or decree of
any Governmental Authority, or other material agreement or instrument to which
Seller, or any of its Subsidiaries, is a party or by which any of them or any of
their property is bound or to which any of them or their property is subject, or
constitute a default under any such material agreement or instrument, or (except
for the Liens created pursuant to this Agreement) result in 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    the
creation or imposition of any Lien upon any property of Seller or any of its
Subsidiaries, pursuant to the terms of any such agreement or
instrument.

     

    (e)          Action.  Seller
has all necessary corporate or other power, authority and legal right to
execute, deliver and perform its obligations under each of the Program Documents
to which it is a party; the execution, delivery and performance by Seller of
each of the Program Documents to which it is a party has been duly authorized by
all necessary corporate or other action on its part; and each Program Document
has been duly and validly executed and delivered by Seller and constitutes a
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefore may be brought.

     

    (f)          Approvals.  No
authorizations, approvals or consents of, and no filings or registrations with,
any Governmental Authority, or any other Person, are necessary for the
execution, delivery or performance by Seller of the Program Documents to which
it is a party or for the legality, validity or enforceability thereof, except
for filings and recordings in respect of the Liens created pursuant to this
Agreement.

     

    (g)          Taxes.  Seller
and its Subsidiaries have filed all Federal income tax returns and all other
material tax returns that are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by any
of them, except for (i) any such taxes, if any, that are being
appropriately contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves have been provided or
(ii) any such taxes for which an extension has been obtained in compliance
with applicable law.  The charges, accruals and reserves on the books
of Seller and its Subsidiaries in respect of taxes and other governmental
charges are, in the opinion of Seller, adequate.  Any taxes, fees and
other governmental charges payable by Seller in connection with a Transaction
and the execution and delivery of the Program Documents have been
paid.

     

    (h)          Investment Company
Act.  Neither Seller nor any of its Subsidiaries is required to
register as an “investment company”, within the meaning of the Investment
Company Act of 1940, as amended.

     

    (i)          No Legal
Bar.  The execution, delivery and performance of this
Agreement, the other Program Documents, the sales hereunder and the use of the
proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of Seller or of any of its Subsidiaries and will not result in, or
require, the creation or imposition of any Lien (other than the Liens created
hereunder) on any of its or their respective properties or revenues pursuant to
any such Requirement of Law or Contractual Obligation.

     

    (j)          Compliance with
Law.  No practice, procedure or policy employed or proposed to
be employed by Seller in the conduct of its business violates any law,
regulation, judgment, agreement, regulatory consent, order or decree applicable
to it which, if enforced, would result in either a Material Adverse
Effect.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    (k)          No
Default.  None of Seller, Guarantor nor any of their respective
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which should reasonably be expected to have a
Material Adverse Effect unless such default is a default under the Revolving
Credit Agreement that has been expressly waived by RBS.  No Default,
Event of Default or Event of Termination described in Section 17(a)(ii) or
Section 17(a)(iii) has occurred and is continuing.

     

    (l)          Chief Executive Office;
Chief Operating Office.  Seller’s chief executive office and
chief operating office on the Effective Date is located at 3000 Leadenhall
Road, Mount Laurel, New Jersey 08054.  During the four months
immediately preceding the Effective Date, Seller continuously conducted it
business solely in its own name at all times, did not change its name,
maintained its chief executive office in the jurisdiction in which presently
located and was organized at all times under the laws of the State of New
Jersey.

     

    (m)          Location of Books and
Records.  The location where Seller keeps its books and records
including all computer tapes and records relating to the Purchased Items is its
chief executive office or chief operating office or the offices of the
Custodian.

     

    (n)          True and Complete
Disclosure.  The information, reports, financial statements,
exhibits and schedules furnished in writing by or on behalf of Seller or any of
its Subsidiaries to Buyer in connection with the negotiation, preparation,
delivery or performance of this Agreement and the other Program Documents or
included herein or therein or delivered pursuant hereto or thereto or in
connection herewith or therewith, when taken as a whole, do not contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading.  There is no fact known to a
Responsible Officer of Seller that, after due inquiry, could reasonably be
expected to have a Material Adverse Effect that has not been disclosed herein,
in the other Program Documents or in a report, financial statement, exhibit,
schedule, disclosure letter or other writing furnished to Buyer for use in
connection with the transactions contemplated hereby or thereby.

     

    (o)          Consolidated Net Worth;
Indebtedness Ratio.  Guarantor’s Consolidated Net Worth on the
last day of any fiscal quarter is not less than the sum of
(i) $1,000,000,000 plus (ii) 25% of Consolidated Net Income, if
positive, for each fiscal quarter ended after December 31,
2004.  The ratio of Indebtedness of the Guarantor and its Consolidated
Subsidiaries to Guarantor’s Tangible Net Worth does not exceed 10.0 to
1.0.

     

    (p)          ERISA. Each Plan to
which Seller or its Subsidiaries make direct contributions, and, to the
knowledge of Seller, each other Plan and each Multiemployer Plan, is in
compliance in all material respects with, and has been administered in all
material respects in compliance with, the applicable provisions of ERISA, the
Code and any other Federal or State law.  No event or condition has
occurred and is continuing as to which Seller would be under an obligation to
furnish a report to Buyer under Section 13(a)(v) hereof.

     

    (q)          Licenses.  Buyer
will not be required as a result of purchasing the Loans to be licensed,
registered or approved or to obtain permits or otherwise qualify (i) to do
business in any state in which it is currently so required or (ii) under
any state or other jurisdiction’s 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    consumer
lending, fair debt collection or other applicable state or other jurisdiction’s
statute or regulation.

     

    (r)          Filing Jurisdictions;
Relevant States.  Schedule 2 sets forth all of the
jurisdictions and filing offices in which a financing statement should be filed
in order for Buyer to perfect its security interest in the Purchased
Items.  Schedule 3 sets forth all of the states or other
jurisdictions in which Seller originates Loans in its own name or through
brokers on the date of this Agreement.

     

    (s)          True
Sales.  Any and all interest of a Qualified Originator in, to
and under any Mortgage funded in the name of or acquired by such Qualified
Originator or seller which is an Affiliate of Seller has been sold, transferred,
conveyed and assigned to Seller pursuant to a legal sale and such Qualified
Originator retains no interest in such Loan, and if so requested by Buyer, such
sale is covered by an opinion of counsel to that effect in form and substance
acceptable to Buyer.

     

    (t)          No Burdensome
Restrictions.  No Requirement of Law or Contractual Obligation
of Seller or any of its Subsidiaries has a Material Adverse Effect.

     

    (u)          Subsidiaries.  All
of the Subsidiaries of Seller at the date hereof are listed on Schedule 4
to this Agreement.

     

    (v)          Origination and Acquisition
of Loans.  The Loans were originated or acquired by Seller, and
the origination and collection practices used by Seller or Qualified Originator,
as applicable, with respect to the Loans have been, in all material respects
legal, proper, prudent and customary in the residential mortgage loan
origination and servicing business, and in accordance with the Underwriting
Guidelines.  With respect to Loans acquired by Seller, all such Loans
are in conformity with the Underwriting Guidelines.  Each of the Loans
complies with the representations and warranties listed in Schedule 1-A
hereto (and, in the case of Fannie Mae Loans, Schedule 1-B hereto, and, in
the case of Freddie Mac Loans, Schedule 1-C hereto).

     

    (w)          No Adverse
Selection.  Seller used no selection procedures that identified
the Eligible Loans as being less desirable or valuable than other comparable
Loans owned by Seller.

     

    (x)          Seller Solvent; Fraudulent
Conveyance.  As of the date hereof and immediately after giving
effect to each Transaction, the fair value of the assets of Seller is greater
than the fair value of the liabilities (including, without limitation,
contingent liabilities if and to the extent required to be recorded as a
liability on the financial statements of Seller in accordance with GAAP) of
Seller and Seller is and will be solvent, is and will be able to pay its debts
as they mature and does not and will not have an unreasonably small capital to
engage in the business in which it is engaged and proposes to
engage.  Seller does not intend to incur, or believe that it has
incurred, debts beyond its ability to pay such debts as they
mature.  Seller is not contemplating the commencement of insolvency,
bankruptcy, liquidation or consolidation proceedings or the appointment of a
receiver, liquidator, conservator, trustee or similar official in respect of
Seller or any of its assets.  Seller is not transferring any Loans
with any intent to hinder, delay or defraud any of its creditors.

     

    
      
        
        

      

      
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    (y)          No
Broker.  Seller has not dealt with any broker, investment
banker, agent, or other person, except for Buyer, who may be entitled to any
commission or compensation in connection with the sale of Purchased Loans
pursuant to this Agreement; provided, that if
Seller has dealt with any broker, investment banker, agent, or other person,
except for Buyer, who may be entitled to any commission or compensation in
connection with the sale of Purchased Loans pursuant to this Agreement, such
commission or compensation shall have been paid in full by Seller.

     

    (z)          MERS. Seller is a
member of MERS in good standing.

     

    (aa)        FNMA Loan Purchase
Account.  Seller has directed Fannie Mae to deposit directly
into the FNMA Loan Purchase Account the purchase price and all other amounts to
be paid by Fannie Mae to or upon the direction of Seller in connection with the
purchase from time to time of Landscape Loans  by Fannie Mae from
Seller.  Seller has not amended, supplemented or otherwise modified in
any respect such payment and deposit directions without Buyer’s prior written
consent.

     

    (bb)        RBS
Sub-Account.  Seller has directed FNMA Account Bank to deposit
daily into the RBS Sub-Account the purchase price and all other amounts to be
deposited by Fannie Mae into the FNMA Loan Purchase Account in connection with
Fannie Mae’s purchase from Seller from time to time of Landscape Loans that are
subject to Transactions under this Agreement immediately prior to such
purchase.  Seller has not amended, supplemented or otherwise modified
in any respect such direction without Buyer’s prior written
consent.

     

    (cc)         Insured Closing
Letter.  As of the date hereof and as of the date of each
delivery of a Wet Loan, the Settlement Agent has obtained an Insured Closing
Letter, closing protection letter or similar authorization letter from a
nationally recognized title insurance company approved by Buyer, copies of which
shall be delivered by Seller to the Custodian prior to the Purchase
Date.  Among other things, the Insured Closing Letter covers any
losses occurring due to the fraud, dishonesty or mistakes of the closing
agent.  The Insured Closing Letter inures to the benefit of, and the
rights thereunder may be enforced by, the loan originator and its successors and
assigns, including Buyer.

     

    (dd)         Escrow
Agreement.  As of the date hereof and as of the date of each
delivery of a Wet Loan, the Settlement Agent has executed an escrow agreement or
letter stating that in the event of a Rescission of or if for any reason the
Loan fails to fund on a given day, the party conducting the closing is holding
all funds which would have been disbursed on behalf of the Mortgagor as agent
for the benefit of Buyer and such funds shall be redeposited   in
the Disbursement Account for benefit of Buyer not later than one Business Day
after failure of the Loan to fund on a given day. Such Escrow Agreement inures
to the benefit of, and the rights thereunder may be enforced by, the loan
originator and its successors and assigns, including Buyer.

     

    (ee)          Permitted
Beneficiaries.  Each Additional Collateral Mortgage Loan is an
“Additional Collateral Mortgage Loan,” as such term is defined in the related
Surety Bond, and each of Seller and Buyer is a “Permitted Beneficiary” of the
rights of the related Approved Provider; provided that Buyer shall not be a
“Permitted Beneficiary” unless and until the 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    assignment
and notice of transfer attached to the Surety Bond is completed in accordance
with the terms of the Surety Bond and the Surety Bond Issuer has consented in
writing to such assignment.

     

    (ff)             The
Additional Collateral Servicing Agreement.  The Additional Collateral
Servicing Agreement is in full force and effect and its provisions have not been
waived, amended or modified in any respect, nor has any notice of termination
been given thereunder.  Neither Seller nor the Additional Collateral
Servicer is in default under the Additional Collateral Servicing
Agreement.

     

    (gg)            Security Interest of
Seller.  Pursuant to the Additional Collateral Agreement, with
respect to each Additional Collateral Mortgage Loan, Seller has a first-priority
perfected security interest in each Securities Account, or, if necessary to
perfect a first-priority security interest in each asset contained in such
Securities Account, a perfected first-priority security interest in each such
asset contained in each Securities Account.

     

    (hh)           Security Interest of
Buyer.  Upon the purchase of each Additional Collateral
Mortgage Loan, Buyer will acquire a first-priority perfect security interest in
the related Securities Account or, if necessary to perfect a first-priority
security interest in each asset contained in such Securities Account, a
perfected first-priority security interest in each such asset contained in each
Securities Account.

     

    
      	
              13.

            	
              COVENANTS OF
      SELLER

            


    

     

    Seller
covenants and agrees with Buyer that during the term of this
Agreement:

     

    (a)          Financial
Statements and Other Information; Financial Covenants.

     

    Seller
shall deliver to Buyer:

     

    (i)           As
soon as available and in any event within 45 days after the end of each of the
first three quarterly fiscal periods of each fiscal year of Seller, a
certification in the form of Exhibit A together with the consolidated
balance sheets of Seller and its consolidated Subsidiaries as at the end of such
period and the related unaudited consolidated statements of income and retained
earnings and of cash flows for Seller and the consolidated Subsidiaries of
Seller for such period and the portion of the fiscal year through the end of
such period, setting forth in each case in comparative form the figures for the
previous year, accompanied by a certificate of a Responsible Officer of Seller,
which certificate shall state that said consolidated financial statements fairly
present the consolidated financial condition and results of operations of Seller
and the Subsidiaries of Seller in accordance with GAAP, consistently applied, as
at the end of, and for, such period (subject to normal year-end audit
adjustments);

     

    (ii)           As
soon as available and in any event within 90 days after the end of each fiscal
year of Seller, the consolidated balance sheets of Seller and its consolidated
Subsidiaries as at the end of such fiscal year and the related consolidated
statements of income and retained earnings and of cash flows for Seller and its
consolidated Subsidiaries for such year, setting forth in each case in
comparative form the figures for 

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    the
previous year, accompanied by an opinion thereon of independent certified public
accountants of recognized national standing, which opinion shall not be
qualified as to scope of audit or going concern and shall state that said
consolidated financial statements fairly present the consolidated financial
condition and results of operations of Seller and its consolidated Subsidiaries
at the end of, and for, such fiscal year in accordance with GAAP;

     

    (iii)           From
time to time such other information regarding the financial condition,
operations, or business of Seller as Buyer may reasonably request;
and

     

    (iv)           As
soon as reasonably possible, and in any event within thirty (30) days after a
Responsible Officer knows, or with respect to any Plan or Multiemployer Plan to
which Seller, or any Subsidiaries of Seller makes direct contributions, has
reason to believe, that any of the events or conditions specified below with
respect to any Plan or Multiemployer Plan has occurred or exists, a statement
signed by a senior financial officer of Seller setting forth details respecting
such event or condition and the action, if any, that Seller or its ERISA
Affiliate proposes to take with respect thereto (and a copy of any report or
notice required to be filed with or given to PBGC by Seller or an ERISA
Affiliate with respect to such event or condition):

     

    a.           any
reportable event, as defined in Section 4043(c) of ERISA and the
regulations issued thereunder, with respect to a Plan, as to which PBGC has not
by regulation or otherwise waived the requirement of Section 4043(a) of
ERISA that it be notified within thirty (30) days of the occurrence of such
event (provided that a failure to meet the minimum funding standard of
Sections 412, 430, 431 and 432 of the Code or Sections 302-305
(inclusive) of ERISA, including, without limitation, the failure to make on or
before its due date a required installment under any such Section, shall be a
reportable event regardless of the issuance of any waivers in accordance with
Section 412(c) of the Code); and any request for a waiver under
Section 412(c) of the Code for any Plan;

     

    b.           the
distribution under Section 4041(c) of ERISA of a notice of intent to
terminate any Plan or any action taken by Seller or an ERISA Affiliate to
terminate any Plan;

     

    c.           the
institution by PBGC of proceedings under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by PBGC with respect to such Multiemployer
Plan;

     

    d.           the
complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA
Affiliate that results in liability under Section 4201 or 4204 of ERISA
(including the obligation to satisfy secondary liability as a result of a
purchaser default) or the receipt by Seller or any ERISA Affiliate of notice
from a Multiemployer Plan that it 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or
that it intends to terminate or has terminated under Section 4041A of
ERISA;

     

    e.           the
institution of a proceeding by a fiduciary of any Multiemployer Plan against
Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which
proceeding is not dismissed within 30 days; and

     

    f.           the
adoption of an amendment to any Plan that, pursuant to Section 401(a)(29)
of the Code or Section 307 of ERISA, would result in the loss of tax-exempt
status of the trust of which such Plan is a part if Seller or an ERISA Affiliate
fails to timely provide security to such Plan in accordance with the provisions
of said Sections.

     

    (v)           Seller
will furnish to Buyer, at the time it furnishes each set of financial statements
pursuant to paragraphs (i) or (ii) above, a certificate of a
Responsible Officer of Seller to the effect that, to the best of such
Responsible Officer’s knowledge, Seller during such fiscal period or year has
observed or performed all of its covenants and other agreements, and satisfied
every material condition, contained in this Agreement and the other Program
Documents to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default, Event of Default
or Event of Termination except as specified in such certificate (and, if any
Default, Event of Default or Event of Termination has occurred and is
continuing, describing the same in reasonable detail and describing the action
Seller has taken or proposes to take with respect thereto).

     

    (b)          Litigation.  Seller
will promptly, and in any event within five (5) Business Days after service
of process on any of the following, give to Buyer notice of all legal or
arbitrable proceedings affecting Seller or any of its Subsidiaries that
questions or challenges the validity or enforceability of any of the Program
Documents or as to which an adverse determination would result in a Material
Adverse Effect to the extent that such legal or arbitrable proceedings were not
disclosed on Schedule 5 hereto.

     

    (c)          Existence,
Etc.  Each of Seller and its Subsidiaries will:

     

    (i)           preserve
and maintain its legal existence and all of its material rights, privileges,
licenses and franchises;

     

    (ii)           comply
with the requirements of all applicable laws, rules, regulations and orders of
Governmental Authorities (including, without limitation, truth in lending, real
estate settlement procedures and all environmental laws) if failure to comply
with such requirements would be reasonably likely (either individually or in the
aggregate) to have a Material Adverse Effect;

     

    (iii)           keep
adequate records and books of account, in which complete entries will be made in
accordance with GAAP consistently applied;

     

    
      
        
        

      

      
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    (iv)           not
move its chief executive office or chief operating office from the addresses
referred to in Section 12(l) unless it shall have provided Buyer 30 days
prior written notice of such change;

     

    (v)           pay
and discharge all taxes, assessments and governmental charges or levies imposed
on it or on its income or profits or on any of its Property prior to the date on
which penalties attach thereto, except for any such tax, assessment, charge or
levy the payment of which is being contested in good faith and by proper
proceedings and against which adequate reserves are being maintained;
and

     

    (vi)           permit
representatives of Buyer, during normal business hours upon three
(3) Business Days’ prior written notice at a mutually desirable time or at
any time during the continuance of an Event of Default or Event of Termination,
to examine, copy and make extracts from its books and records, to inspect any of
its Properties, and to discuss its business and affairs with its officers, all
to the extent reasonably requested by Buyer.

     

    (d)          Prohibition of Fundamental
Changes.  Seller shall not at any time, directly or indirectly,
(i) enter into any transaction of merger or consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up
or dissolution) or sell all or substantially all of its assets without Buyer’s
prior consent; or (ii) form or enter into any partnership, joint venture,
syndicate or other combination which would have a Material Adverse
Effect.

     

    (e)          Margin
Deficit.  If at any time there exists a Margin Deficit, Seller
shall cure the same in accordance with Section 6 hereof.

     

    (f)          Notices.  Seller
shall give notice to Buyer promptly in writing of any of the
following:

     

    (i)           Upon
Seller becoming aware of, and in any event within one (1) Business Day
after the occurrence of any Default, Event of Default, Event of Termination
under Section 17(a)(ii) or Section 17(a)(iii) or any event of default, default
or event of termination under any Program Document or other material agreement
of the type specified in Section 18(q) of Seller;

     

    (ii)           upon,
and in any event within five (5) Business Days after, service of process on
Seller or any of its Subsidiaries, or any agent thereof for service of process,
in respect of any legal or arbitrable proceedings affecting Seller or any of its
Subsidiaries that (i) questions or challenges the validity or
enforceability of any of the Program Documents or (ii) is required to be
disclosed by Guarantor in its public filings pursuant to the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission as in effect from time to time thereunder;

     

    (iii)           upon
Seller becoming aware of any default related to any Purchased Items, any
Material Adverse Effect, and any event or change in circumstances which should
reasonably be expected to have a Material Adverse Effect;

     

    
      
        
        

      

      
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    (iv)           upon
Seller becoming aware during the normal course of its business that the
Mortgaged Property in respect of any Loan or Loans with an aggregate unpaid
principal balance of at least $1,000,000 has been damaged by waste, fire,
earthquake or earth movement, windstorm, flood, tornado or other casualty, or
otherwise damaged so as to materially and adversely affect the value of such
Loan;

     

    (v)           upon
the entry of a final, non-appealable judgment or decree against Seller or any of
its Subsidiaries in an amount in excess of $3,000,000;

     

    (vi)           any
material change in the insurance coverage required of Seller or any other Person
pursuant to any Program Document, with copy of evidence of same
attached;

     

    (vii)           any
material dispute, licensing issue, litigation, investigation, proceeding or
suspension between Seller or its Subsidiaries, on the one hand, and any
Governmental Authority or any other Person; and

     

    (viii)                      any
material change in accounting policies or financial reporting practices of
Seller or its Subsidiaries.

     

    Each
notice pursuant to this Section 13(f) (other than (vi) above) shall be
accompanied by a statement of a Responsible Officer of Seller, setting forth
details of the occurrence referred to therein and stating what action Seller has
taken or proposes to take with respect thereto.

     

    (g)          Servicing.  Except
as provided in Section 43, Seller shall not permit any Person other than
Seller to service Loans without the prior written consent of Buyer, which
consent shall not be unreasonably withheld.

     

    (h)          Underwriting
Guidelines.  Seller shall not permit any material modifications
to be made to the Underwriting Guidelines and shall not request that any
material modifications be made to any Agency Guidelines that will in any case
impact either Buyer or the Purchased Loans without the prior consent of Buyer
(such consent not to be unreasonably withheld); provided, however, that the
consent of Buyer shall not be required for any modifications required pursuant
to the Agency Guidelines (other than with respect to material changes to Agency
Guidelines specifically agreed to by Seller and the related
Agency).  Seller agrees to deliver to Buyer copies of the Underwriting
Guidelines and the Agency Guidelines in the event that any material changes are
made to the Underwriting Guidelines or any material changes requested by Seller
are made to the Agency Guidelines, in each case following the Effective
Date.

     

    (i)          Lines of
Business.  Seller shall not make any material change in the
nature of its business as conducted on the date hereof.

     

    (j)          Transactions with
Affiliates.  Seller will not enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate unless such transaction is
(a) otherwise permitted under this Agreement, (b) in the ordinary course of
Seller’s business and (c) upon fair and reasonable 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    terms no
less favorable to Seller than it would obtain in a comparable arm’s length
transaction with a Person which is not an Affiliate.

     

    (k)          Defense of
Title.  Seller warrants and will defend the right, title and
interest of Buyer in and to all Purchased Items against all adverse claims and
demands of all Persons whomsoever.

     

    (l)          Preservation of Purchased
Items.  Seller shall do all things necessary to preserve the
Purchased Items so that such Purchased Items remain subject to a first priority
perfected security interest hereunder.  Without limiting the
foregoing, Seller will comply with all applicable laws, rules and regulations of
any Governmental Authority applicable to Seller or relating to the Purchased
Items and cause the Purchased Items to comply with all applicable laws, rules
and regulations of any such Governmental Authority.  Seller will not
allow any default to occur for which Seller is responsible under any Purchased
Items or any Program Documents and Seller shall fully perform or cause to be
performed when due all of its obligations under any Purchased Items or the
Program Documents.

     

    (m)          No
Assignment.  Seller shall not sell, assign, transfer or
otherwise dispose of, or grant any option with respect to, or pledge,
hypothecate or grant a security interest in or lien on or otherwise encumber
(except pursuant to the Program Documents), any of the Purchased Loans or any
interest therein, provided that this
Section 13(m) shall not prevent any contribution, assignment, transfer or
conveyance of Purchased Loans in accordance with the Program
Documents.

     

    (n)          Limitation on Sale of
Assets.  Seller shall not convey, sell, lease, assign, transfer
or otherwise dispose of (collectively, “Transfer”), all or
substantially all of its Property, business or assets (including, without
limitation, receivables and leasehold interests) whether now owned or hereafter
acquired or allow any Subsidiary to Transfer substantially all of its assets to
any Person; provided, that Seller may after prior written notice to Buyer allow
such action with respect to any Subsidiary which is not a material part of
Seller’s overall business operations.

     

    (o)          Assignment.  Seller
shall assign to Buyer all right, title and interest of Seller under the
Additional Collateral Agreement and the Additional Collateral Servicing
Agreement with respect to Additional Collateral Mortgage Loans
transferred.

     

    (p)          With
respect to each Purchased Loan that is an Additional Collateral Mortgage Loan,
in addition to any Required Documents,

     

    (i)           Seller
shall promptly (but in any event, by no later than July 15, 2008), enter into
and cause the Additional Collateral Servicer to enter into an Assignment,
Assumption and Recognition Agreement with Buyer or its designee, which shall be
substantially in the form of Exhibit L hereto, with such changes thereto as the
parties may mutually agree upon; and

     

    (ii)           not
later than the 2nd
Business Day following the occurrence of a Default or an Event of Default, or
promptly, but in any event within five (5) Business Days of request by Buyer,
Seller shall deliver or cause to be delivered to Buyer each document in


     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    Seller’s
possession or control relating to the Additional Collateral Mortgage Loans,
including, without limitation, (A) an original assignment of the related
Additional Collateral Agreement, acceptable to Buyer in its sole discretion; (B)
an original assignment of the Control Agreement from the Additional Collateral
Servicer in blank; (C) a copy of the UCC-1 and an original form UCC-3, if
applicable, together with any instrument required to be delivered under the
related Surety Bond for transferring coverage under such Surety Bond; and (D) a
copy of the related Additional Collateral Servicing Agreement.

     

    (q)          Maintenance of Consolidated
Net Worth.  Guarantor shall not permit its Consolidated Net
Worth on the last day of any fiscal quarter to be less than the sum of
(i) $1,000,000,000 plus (ii) 25% of Consolidated Net Income, if
positive, for each fiscal quarter ended after December 31,
2004.

     

    (r)          Maintenance of Ratio of
Total Indebtedness to Tangible Net Worth.  Guarantor shall not
permit the ratio of Indebtedness of the Guarantor and its Consolidated
Subsidiaries to Guarantor’s Tangible Net Worth to exceed 10.0 to
1.0.

     

    (s)          Additional Repurchase or
Warehouse Facilities.  Seller shall maintain throughout the
term of this Agreement, loan repurchase or warehouse facilities with nationally
recognized and established counterparties (including Buyer) that provide funding
to Seller in an aggregate amount equal to at least $3,000,000,000, which amount
(i) shall include the FNMA Facility and the repurchase facility evidenced by
this Agreement, (ii) shall not include the Landover Facility or the JV Facility
and (iii) shall be provided to Seller on a committed basis, other than the FNMA
Facility.

     

    (t)          Servicing
Transmission.  Seller shall provide to Buyer on a monthly basis
no later than 11:00 a.m. New York City time two (2) Business Days
prior to each Repurchase Date (or such other day requested by Buyer)
(i) the Servicing Transmission, on a loan-by-loan basis and in the
aggregate, with respect to the Loans serviced hereunder by Seller which were
funded prior to the first day of the current month, summarizing Seller’s
delinquency and loss experience with respect to Loans serviced by Seller
(including, in the case of the Loans, the following
categories:  current, 30-59, 60-89, 90-119, 120-180 and 180+) and
(ii) any other information reasonably requested by Buyer with respect to
the Loans.

     

    (u)          No Amendment or
Compromise.  Without Buyer’s prior written consent, none of
Seller or those acting on Seller’s behalf shall amend or modify, or waive any
term or condition of, or settle or compromise any claim in respect of, any item
of the Purchased Loans, any related rights or any of the Program Documents,
provided that Seller may amend or modify a Loan if such amendment or
modification does not affect the amount or timing of any payment of principal or
interest, extend its scheduled maturity date, modify its interest rate, or
constitute a cancellation or discharge of its outstanding principal balance and
does not materially and adversely affect the security afforded by the real
property, furnishings, fixtures, or equipment securing the Loan.

     

    (v)          Maintenance of Property;
Insurance.  Seller shall keep all property useful and necessary
in its business in good working order and condition.  Seller shall
maintain errors and


     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    omissions
insurance and/or mortgage impairment insurance and blanket bond coverage in such
amounts as are in effect on the Effective Date (as disclosed to Buyer in
writing) and shall not reduce such coverage without the written consent of
Buyer, and shall also maintain such other insurance with financially sound and
reputable insurance companies, and with respect to property and risks of a
character usually maintained by entities engaged in the same or similar business
similarly situated, against loss, damage and liability of the kinds and in the
amounts customarily maintained by such entities; provided further that the
Seller may amend or modify a Loan in the ordinary course of business to correct
errors in accordance with Accepted Servicing Practices.

     

    (w)          Further Identification of
Purchased Items.  Seller will furnish to Buyer from time to
time statements and schedules further identifying and describing the Purchased
Items and such other reports in connection with the Purchased Items as Buyer may
reasonably request, all in reasonable detail.

     

    (x)          Loan Determined to be
Defective.  Upon discovery by Seller or Buyer of any breach of
any representation or warranty listed on Schedules 1-A, 1-B or 1-C hereto applicable
to any Loan, the party discovering such breach shall promptly give notice of
such discovery to the other.

     

    (y)          [Reserved.]

     

    (z)          Certificate of a Responsible
Officer of Seller.  At the time that Seller delivers financial
statements to Buyer in accordance with Section 13(a) hereof, Seller shall
forward to Buyer a certificate of a Responsible Officer of Seller which
demonstrates that Seller is in compliance with the covenants set forth in
Sections 13(q) and (r) above.

     

    (aa)                    [Reserved]

     

    (bb)                    [Reserved]

     

    (cc)                    Maintenance of Papers,
Records and Files.  Seller shall acquire, and Seller shall
build, maintain and have available, a complete file in accordance with lending
industry custom and practice for each Purchased Loan.  Seller will
maintain all such Records not in the possession of Custodian in good and
complete condition in accordance with industry practices and preserve them
against loss or destruction.

     

    (i)           Seller
shall collect and maintain or cause to be collected and maintained all Records
relating to the Purchased Loans in accordance with industry custom and practice,
including those maintained pursuant to the preceding subsection, and all such
Records shall be in Custodian’s possession unless Buyer otherwise
approves.  Seller will not cause or authorize any such papers, records
or files that are an original or an only copy to leave Custodian’s possession,
except for individual items removed in connection with servicing a specific
Loan, in which event Seller will obtain or cause to be obtained a receipt from
the Custodian for any such paper, record or file.

     

    (ii)           For
so long as Buyer has an interest in or lien on any Purchased Loan, Seller will
hold or cause to be held all related Records in trust for
Buyer.  Seller shall 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    notify,
or cause to be notified, every other party holding any such Records of the
interests and liens granted hereby.

     

    (iii)           Upon
reasonable advance notice from Custodian or Buyer, Seller shall (x) make
any and all such Records available to Custodian or Buyer to examine any such
Records, either by its own officers or employees, or by agents or contractors,
or both, and make copies of all or any portion thereof, (y) permit Buyer or
its authorized agents to discuss the affairs, finances and accounts of Seller
with Seller’s officers who have relevant knowledge and to discuss the affairs,
finances and accounts of Seller with its independent certified public
accountants.  Seller shall use reasonable efforts to cause its
independent certified public accountants to discuss such matters with
Buyer.

     

    (dd)                    Maintenance of
Licenses.  Seller shall (i) maintain all licenses, permits
or other approvals necessary for Seller to conduct its business and to perform
its obligations under the Program Documents, (ii) remain in good standing
under the laws of each state in which it conducts business or any Mortgage
Property is located, and (iii) shall conduct its business strictly in
accordance with applicable law.

     

    (ee)                    Taxes,
Etc.  Seller shall pay and discharge or cause to be paid and
discharged, when due, all taxes, assessments and governmental charges or levies
imposed upon Seller or upon its income and profits or upon any of its property,
real, personal or mixed (including without limitation, the Purchased Loans) or
upon any part thereof, as well as any other lawful claims which, if unpaid,
might become a Lien upon such properties or any part thereof, except for any
such taxes, assessments and governmental charges, levies or claims as are
appropriately contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves are
provided.  Seller shall file on a timely basis all federal, and
material state and local tax and information returns, reports and any other
information statements or schedules required to be filed by or in respect of
it.

     

    (ff)                   
 [Reserved.]

     

    (gg)                    Change of Fiscal
Year.  Seller will not at any time, directly or indirectly,
except upon sixty (60) days’ prior written notice to Buyer, change the date on
which Seller’s fiscal year begins from Seller’s current fiscal year beginning
date.

     

    (hh)                    [Reserved.]

     

    (ii)          Establishment of Collection
Account.  Prior to the initial Purchase Date, Seller shall
establish the Collection Account for the sole and exclusive benefit of
Buyer.  Seller shall segregate all amounts collected on account of the
Purchased Loans, to be held in trust for the benefit of Buyer, and shall remit
such collections in accordance with Buyer’s written instructions.  No
amounts deposited into such account shall be removed without Buyer’s prior
written consent.  Seller shall follow the instructions of Buyer with
respect to the Purchased Loans and deliver to Buyer any information with respect
to the Purchased Loans reasonably requested by Buyer.  Seller shall
deposit or credit to the Collection Account all items to be deposited or
credited thereto irrespective of any right of setoff or counterclaim arising in
favor of it (or any third party claiming through it) under any other agreement
or arrangement.

     

    
      
        
        

      

      
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    (jj)          Establishment of FNMA Loan
Purchase Account.  Prior to the initial Purchase Date, Seller
shall establish the FNMA Loan Purchase Account for the sole and exclusive
benefit of Buyer and the other lenders having an interest
therein.  Seller shall direct Fannie Mae to deposit directly to the
FNMA Loan Purchase Account the purchase price, and all other amounts to be paid
by Fannie Mae in connection with its purchase of Landscape Loans from Seller
from time to time.  Seller shall segregate all amounts on deposit in
the FNMA Loan Purchase Account and shall hold such amounts in trust for the
benefit of Buyer and the other lenders having an interest
therein.  Seller shall not amend, supplement or otherwise modify in
any respect the payment and deposit direction relating to Buyer’s interest in
the FNMA Loan Purchase Account, Landscape Loans subject to Transactions under
this Agreement from time to time or the RBS Sub-Account without Buyer’s prior
written consent.  Seller shall deposit or credit to the FNMA Loan
Purchase Account all items to be deposited or credited thereto irrespective of
any right of setoff or counterclaim arising in favor of it (or any third party
claiming through it) under any other agreement or arrangement.

     

    (kk)         Establishment of RBS
Sub-Account.  Prior to the initial Purchase Date, Seller shall
establish the RBS Sub-Account for the sole and exclusive benefit of
Buyer.  Seller shall direct FNMA Account Bank to deposit directly to
the RBS Sub-Account the purchase price, and all other amounts on deposit in the
FNMA Loan Purchase Account that relate to Fannie Mae’s purchase from Seller from
time to time of Landscape Loans that are from time to time subject to
Transactions under this Agreement.  Prior to the occurrence and
continuance of a Default or an Event of Default, Seller shall direct FNMA
Account Bank with respect to the disposition of funds on deposit in the RBS
Sub-Account irrespective of whether such funds relate to Landscape Loans then
subject to Transactions under this Agreement.  Upon the occurrence and
continuance of a Default or an Event of Default, all amounts on deposit in the
RBS Sub-Account shall be subject to Buyer’s exclusive control and Seller’s
authority to direct the disposition of such funds shall immediately
cease.  Seller shall deposit or credit to the RBS Sub-Account all
items to be deposited or credited thereto irrespective of any right of setoff or
counterclaim arising in favor of it (or any third party claiming through it)
under any other agreement or arrangement.  Seller shall segregate all
amounts on deposit in the RBS Sub-Account and shall hold such amounts in trust
for the benefit of Buyer, and shall remit all such amounts payable to Buyer in
accordance with Buyer’s written instructions.  Seller shall not amend,
supplement or otherwise modify in any respect the foregoing procedures without
Buyer’s prior written consent.

     

    (ll)          MERS. Seller will
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the MERS Loans for as long as such Purchased
Loans are registered with MERS.

     

    
      	
              14.

            	
              REPURCHASE DATE
      PAYMENTS

            


    

     

    On each
Repurchase Date, Seller shall remit or shall cause to be remitted to Buyer the
Repurchase Price together with any other Obligations then due and
payable.

     

    
      
        
        

      

      
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              15.

            	
              REPURCHASE OF
      PURCHASED LOANS

            


    

     

    Upon
discovery by Seller of a breach of any of the representations and warranties set
forth on Schedules
1-A, 1-B
or 1-C to this
Agreement, Seller shall give prompt written notice thereof to
Buyer.  Upon any such discovery by Buyer, Buyer will notify
Seller.  It is understood and agreed that the representations and
warranties set forth in Schedules 1-A, 1-B and 1-C with respect to
the Purchased Loans shall survive delivery of the respective Mortgage Files to
the Custodian and shall inure to the benefit of Buyer.  The fact that
Buyer has conducted or has failed to conduct any partial or complete due
diligence investigation in connection with its purchase of any Purchased Loan
shall not affect Buyer’s right to demand repurchase as provided under this
Agreement.  Seller shall, within two (2) Business Days of the
earlier of Seller’s discovery or Seller receiving notice with respect to any
Purchased Loan of (i) any breach of a representation or warranty contained
in Schedules
1-A, 1-B
or 1-C, or
(ii) any failure to deliver any of the items required to be delivered as
part of the Mortgage File within the time period required for delivery pursuant
to the Custodial Agreement, promptly cure such breach or delivery failure in all
material respects.  If within two (2) Business Days after the
earlier of Seller’s discovery of such breach or delivery failure or Seller
receiving notice thereof that such breach or delivery failure has not been
remedied by Seller, Seller shall promptly upon receipt of written instructions
from Buyer, at Buyer’s option, either (i) repurchase such Purchased Loan at
a purchase price equal to the Repurchase Price with respect to such Purchased
Loan by wire transfer to the account designated by Buyer, or (ii) transfer
comparable Substitute Loans to Buyer, as provided in Section 16
hereof.

     

    
      	
              16.

            	
              SUBSTITUTION

            


    

     

    Seller
may, subject to agreement with and acceptance by Buyer upon one
(1) Business Day’s notice, substitute other assets which are substantially
the same as the Purchased Loans (the “Substitute Loans”)
for any Purchased Loans.  Such substitution shall be made by transfer
to Buyer of such Substitute Loans and transfer to Seller of such Purchased Loans
(the “Reacquired
Loans”) along with the other information to be provided with respect to
the applicable Substitute Loan as described in the form of Transaction
Notice.  Upon substitution, the Substitute Loans shall be deemed to be
Purchased Loans, the Reacquired Loans shall no longer be deemed Purchased Loans,
Buyer shall be deemed to have terminated any security interest that Buyer may
have had in the Reacquired Loans and any Purchased Items solely related to such
Reacquired Loans to Seller unless such termination and release would give rise
to or perpetuate a Margin Deficit.  Concurrently with any termination
and release described in this Section 16, Buyer shall execute and deliver
to Seller upon request and Buyer hereby authorizes Seller to file and record
such documents as Seller may reasonably deem necessary or advisable in order to
evidence such termination and release.

     

    
      	
              17.

            	
              EVENT OF
      TERMINATION

            


    

     

    (a)          Each
of the following events shall constitute an Event of Termination (an “Event of
Termination”):

     

    (i)           Any
event having a material adverse effect, as determined by Buyer in good faith, on
(A) the property, business, operations, or financial condition of Seller or


     

    
      
        
        

      

      
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    Guarantor,
(B) the ability of Seller or Guarantor to perform its obligations under any of
the Program Documents to which it is a party, (C) the validity or enforceability
of any of the Program Documents, (D) the rights and remedies of Buyer under any
of the Program Documents, (E) the timely repurchase of the Purchased Loans or
payment of other amounts payable in connection therewith or (F) the Purchased
Items in the aggregate;

     

    (ii)           Buyer
shall reasonably request, specifying the reasons for such request, reasonable
information, and/or written responses to such requests, regarding the financial
well being of Seller and such reasonable information and/or responses shall not
have been provided within three (3) Business Days of such request;

     

    (iii)           Seller’s
membership in MERS is terminated for any reason and such membership shall not be
reinstated within five (5) Business Days; and

     

    (iv)           Seller
shall fail to comply with the requirements of Section 13(s) hereof.

     

    (b)          Upon
the occurrence of an Event of Termination, Buyer shall have the right to
terminate this Agreement and all Transactions hereunder by delivering written
notice of termination to Seller (a “Notice of
Termination”), in which event (i) Buyer’s obligation to enter into new
Transactions hereunder shall immediately terminate, (ii) the aggregate
outstanding Repurchase Price for all Transactions hereunder and all other
Obligations shall be due and payable (A) on the date that is sixty (60) days
following delivery of such Notice of Termination to Seller or, (B) with respect
to the Event of Termination set forth in Section 17(a)(iv) above, the date that
is thirty (30) days following such occurrence (any such date, the “Early Termination
Date”) and (iii) the Repurchase Date for all Transactions then
outstanding hereunder shall be deemed to be the Early Termination
Date.

     

    
      	
              18.

            	
              EVENTS OF
      DEFAULT

            


    

     

    Each of
the following events shall constitute an Event of Default (an “Event of Default”)
hereunder:

     

    (a)          Seller
fails to transfer the Purchased Loans to Buyer on the applicable Purchase Date
(provided Buyer has tendered the related Purchase Price);

     

    (b)          Seller
either fails to repurchase the Purchased Loans on the applicable Repurchase Date
or fails to perform its obligations under Section 6 or the Guarantor fails
to comply with any of its obligations under the Guaranty;

     

    (c)          Seller
shall default in the payment of any other amount payable by it hereunder or
under any other Program Document after notification by Buyer of such default,
and such default shall have continued unremedied for three Business Days;
or

     

    (d)          any
representation, warranty or certification made or deemed made herein or in any
other Program Document by Seller or any certificate furnished to Buyer pursuant
to the provisions thereof, shall prove to have been false or misleading in any
material respect as of the time made or furnished (other than the
representations and warranties set forth in Schedules 1-A, 1-B and 1-C which shall be
considered solely for the purpose of determining the Market 

     

    
      
        
        

      

      
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    Value of
the Loans; unless (i) Seller shall have made any such representations and
warranties with knowledge that they were materially false or misleading at the
time made or (ii) any such representations and warranties have been
determined by Buyer in its sole discretion to be materially false or misleading
on a regular basis);

     

    (e)          Seller
shall fail to comply with the requirements of Section 13(c)(i),
Section 13(d), Section 13(f)(i) or (iii), Sections 13(k) through
13(r), Section 13(v), Section 13(jj) or Section 13(kk) hereof; or
Seller shall otherwise fail to observe or perform any other agreement contained
in this Agreement or any other Program Document and such failure to observe or
perform shall continue unremedied for a period of five (5) Business
Days;

     

    (f)          any
final, non-appealable judgment or judgments or order or orders for the payment
of money in excess of $3,000,000 in the aggregate (to the extent that it is, in
the reasonable determination of Buyer, uninsured and provided that any insurance
or other credit posted in connection with an appeal shall not be deemed
insurance for these purposes) shall be rendered against Seller or any of
Seller’s Affiliates or Subsidiaries by one or more courts, administrative
tribunals or other bodies having jurisdiction over them and the same shall not
be discharged (or provisions shall not be made for such discharge), satisfied,
or bonded, or a stay of execution thereof shall not be procured, within sixty
(60) days from the date of entry thereof and Seller or any of Seller’s
Affiliates or Subsidiaries, as applicable, shall not, within said period of
sixty (60) days, appeal therefrom and cause the execution thereof to be stayed
during such appeal;

     

    (g)          Seller
shall admit in writing its inability to, or intention not to, perform any of
Seller’s Obligations;

     

    (h)          Seller
or any of Seller’s Affiliates or Subsidiaries files a voluntary petition in
bankruptcy, seeks relief under any provision of any bankruptcy, reorganization,
moratorium, delinquency, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction whether now or subsequently
in effect; or consents to the filing of any petition against it under any such
law; or consents to the appointment of or taking possession by a custodian,
receiver, conservator, trustee, liquidator, sequestrator or similar official for
Seller or any of Seller’s Affiliates or Subsidiaries, or of all or any part of
Seller’s or Seller’s Affiliates or Subsidiaries’ Property; or makes an
assignment for the benefit of Seller or Seller’s Affiliates or Subsidiaries’
creditors;

     

    (i)          A
custodian, receiver, conservator, liquidator, trustee, sequestrator or similar
official for Seller, or any of Seller’s Affiliates or Subsidiaries, or of any of
Seller’s, or their respective Property (as a debtor or creditor protection
procedure), is appointed or takes possession of such Property; or Seller or any
of Seller’s Affiliates or Subsidiaries generally fails to pay Seller’s or
Seller’s Affiliates’ or Subsidiaries’ debts as they become due; or Seller or any
of Seller’s Affiliates or Subsidiaries is adjudicated bankrupt or insolvent; or
an order for relief is entered under the Bankruptcy Code, or any successor or
similar applicable statute, or any administrative insolvency scheme, against
Seller or any of Seller’s Affiliates or Subsidiaries; or any of Seller’s or
Seller’s Affiliates’ or Subsidiaries’ Property is sequestered by court or
administrative order; or a petition is filed against Seller or any of Seller’s
Affiliates or Subsidiaries under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of 

     

    
      
        
        

      

      
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    debt,
dissolution, moratorium, delinquency or liquidation law of any jurisdiction,
whether now or subsequently in effect, and such involuntary petition is not
dismissed within thirty (30) days from the date after filing
thereof;

     

    (j)          Any
Governmental Authority or any person, agency or entity acting or purporting to
act under governmental authority shall have taken any action to condemn, seize
or appropriate, or to assume custody or control of, all or any substantial part
of the Property of Seller or any of Seller’s Affiliates or Subsidiaries, or
shall have taken any action to displace the management of Seller or any of
Seller’s Affiliates or Subsidiaries or to curtail its authority in the conduct
of the business of any Seller or any of Seller’s Affiliates or Subsidiaries, or
takes any action in the nature of enforcement to remove, limit or restrict the
approval of Seller or any of Seller’s Affiliates or Subsidiaries as an issuer,
buyer or a seller/servicer of Loans or securities backed thereby;

     

    (k)          Any
Program Document shall for whatever reason (including an event of default
thereunder) be terminated, this Agreement shall for any reason cease to create a
valid, first priority security interest or ownership interest upon transfer in
any of the Purchased Loans or Purchased Items purported to be covered hereby or
any of Seller’s material obligations (including Seller’s Obligations hereunder)
shall cease to be in full force and effect, or the enforceability thereof shall
be contested by Seller;

     

    (l)          Any
Event of Termination shall have occurred, as determined by Buyer in its sole
discretion, and Seller shall fail to pay to Buyer on or prior to the Early
Termination Date the aggregate outstanding Repurchase Price for all Transactions
hereunder and any and all other Obligations due and owing to Buyer or any of its
Affiliates;

     

    (m)          (i) any
Person shall engage in any “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any material “accumulated funding deficiency” (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to
any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of
Buyer or any Commonly Controlled Entity, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of Buyer, likely to
result in the termination of such Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate for purposes of Title IV
of ERISA, (v) Seller or any Commonly Controlled Entity shall, or in the
reasonable opinion of Buyer is likely to, incur any liability in connection with
a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan
or (vi) any other event or condition shall occur or exist with respect to a
Plan; and in each case in clauses (i) through (vi) above, such event
or condition, together with all other such events or conditions, if any, could
reasonably be expected to have a Material Adverse Effect;

     

    (n)          A
Change of Control of Seller shall have occurred without the prior consent of
Buyer;

     

    
      
        
        

      

      
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    (o)          Seller
shall grant, or suffer to exist, any Lien on any Purchased Items except the
Liens contemplated hereby; or the Liens contemplated hereby shall cease to be
first priority perfected Liens on the Purchased Items in favor of Buyer or shall
be Liens in favor of any Person other than Buyer;

     

    (p)          Seller
or any Subsidiary or Affiliate of Seller shall default under, or fail to perform
as required under, or shall otherwise breach the terms of any instrument,
agreement or contract between Seller or such other entity, on the one hand, and
Buyer or any of Buyer’s Affiliates on the other; Seller or any Subsidiary or
Affiliate of Seller shall be a “defaulting party” or an “affected party” in
respect of an “event of default” or “termination event” (in each case however
such condition is defined) under any ISDA Master Agreement, International
Foreign Exchange and Currency Option Master Agreement, Master Securities Forward
Transaction Agreement, Cross Product Master Agreement or similar
over-the-counter dealing or netting agreement with Buyer, any of Buyer’s
Affiliates or any third party, which condition allows Buyer, Buyer’s relevant
Affiliate or such third party (if applicable, with the giving of notice or after
any grace period has elapsed) to designate an early termination date under, or
which condition is deemed to result in the termination of, one or more
transactions thereunder; or Seller or any Subsidiary or Affiliate of Seller
shall default under, or fail to perform as required under, the terms of any
repurchase agreement, loan and security agreement or similar credit facility or
agreement for borrowed funds or any other material agreement entered into by
Seller or such other entity and any third party, unless such default or failure
to perform is a default under the Revolving Credit Agreement and RBS has
expressly waived such default; and

     

    (q)          an
Event of Default shall have occurred under the Guaranty.

     

    
      	
              19.

            	
              REMEDIES

            


    

     

    Upon the
occurrence of an Event of Default, Buyer, at its option (which option shall be
deemed to have been exercised immediately upon the occurrence of an Event of
Default pursuant to Section 18(g), (h), (i) or (j) hereof), shall
have the right to exercise any or all of the following rights and
remedies:

     

    (a)           i)
The Repurchase Date for each Transaction hereunder shall, if it has not already
occurred, be deemed immediately to occur (provided that, in the event that the
Purchase Date for any Transaction has not yet occurred as of the date of such
exercise or deemed exercise, such Transaction shall be deemed immediately
canceled).  Seller’s obligations hereunder to repurchase all Purchased
Loans at the Repurchase Price therefor on the Repurchase Date (determined in
accordance with the preceding sentence) in such Transactions shall thereupon
become immediately due and payable; all Income then on deposit in the Collection
Account and all Income paid after such exercise or deemed exercise shall be
remitted to and retained by Buyer and applied to the aggregate Repurchase Price
and any other amounts owing by Seller hereunder; Seller shall immediately
deliver to Buyer or its designee any and all original papers, Servicing Records
and files relating to the Purchased Loans subject to such Transaction then in
Seller’s possession and/or control; and all right, title and interest in and
entitlement to such Purchased Loans and Servicing Rights thereon shall be deemed
transferred to Buyer or its designee.

     

    
      
        
        

      

      
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    (ii)           Buyer
shall have the right to (A) sell, on or following the Business Day
following the date on which the Repurchase Price became due and payable pursuant
to Section 19(a)(i) without notice or demand of any kind, at a public or
private sale and at such price or prices as Buyer may deem to be commercially
reasonable for cash or for future delivery without assumption of any credit risk
any or all or portions of the Purchased Loans on a servicing released
basis.  Buyer may purchase any or all of the Purchased Loans at any
public or private sale.  Seller shall remain liable to Buyer for any
amounts that remain owing to Buyer following a sale and/or credit under the
preceding sentence.  The proceeds of any disposition of Purchased
Loans shall be applied first to the
reasonable costs and expenses incurred by Buyer in connection with or as a
result of an Event of Default; second to Breakage
Costs, if any, costs of cover and/or related hedging transactions; third to the
aggregate Repurchase Prices; and fourth to all other
Obligations.

     

    (iii)           Buyer
shall have the right to terminate this Agreement and declare all obligations of
Seller to be immediately due and payable, by a notice in accordance with
Section 21 hereof provided no such notice shall be required for an Event of
Default pursuant to Section 18(g),(h),(i) or (j) hereof.

     

    (iv)           The
parties recognize that it may not be possible to purchase or sell all of the
Purchased Loans on a particular Business Day, or in a transaction with the same
purchaser, or in the same manner because the market for such Purchased Loans may
not be liquid.  In view of the nature of the Purchased Loans, the
parties agree that liquidation of a Transaction or the underlying Purchased
Loans does not require a public purchase or sale and that a good faith private
purchase or sale shall be deemed to have been made in a commercially reasonable
manner.  Accordingly, Buyer may elect the time and manner of
liquidating any Purchased Loan and nothing contained herein shall obligate Buyer
to liquidate any Purchased Loan on the occurrence of an Event of Default or to
liquidate all Purchased Loans in the same manner or on the same Business Day or
constitute a waiver of any right or remedy of Buyer.  Notwithstanding
the foregoing, the parties to this Agreement agree that the Transactions have
been entered into in consideration of and in reliance upon the fact that all
Transactions hereunder constitute a single business and contractual obligation
and that each Transaction has been entered into in consideration of the other
Transactions.

     

    (v)           To
the extent permitted by applicable law, Seller waives all claims, damages and
demands it may acquire against Buyer arising out of the exercise by Buyer of any
of its rights hereunder, other than those claims, damages and demands arising
from the gross negligence or willful misconduct of Buyer.  If any
notice of a proposed sale or other disposition of Purchased Items shall be
required by law, such notice shall be deemed reasonable and proper if given at
least two (2) days before such sale or other disposition.

     

    (b)          Seller
hereby acknowledges, admits and agrees that Seller’s obligations under this
Agreement are recourse obligations of Seller to which Seller pledges its full
faith and credit.  In addition to its rights hereunder, Buyer shall
have the right to proceed against any of Seller’s assets which may be in the
possession of Buyer, any of Buyer’s Affiliates or their respective designees
(including the Custodian), including the right to liquidate such assets and to
set off 

     

    
      
        
        

      

      
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    the
proceeds against monies owed by Seller to Buyer pursuant to this
Agreement.  Buyer may set off cash, the proceeds of the liquidation of
the Purchased Loans and Additional Purchased Loans, any other Purchased Items
and their proceeds and all other sums or obligations owed by Buyer to Seller
against all of Seller’s obligations to Buyer, whether under this Agreement,
under a Transaction, or under any other agreement between the parties, or
otherwise, whether or not such obligations are then due, without prejudice to
Buyer’s right to recover any deficiency.

     

    (c)          Buyer
shall have the right to obtain physical possession of the Servicing Records and
all other files of Seller relating to the Purchased Loans and all documents
relating to the Purchased Loans which are then or may thereafter come into the
possession of Seller or any third party acting for Seller and Seller shall
deliver to Buyer such assignments as Buyer shall request.

     

    (d)          Buyer
shall have the right to direct all Persons servicing the Purchased Loans to take
such action with respect to the Purchased Loans as Buyer determines
appropriate.  Upon the occurrence of one or more Events of Default,
Buyer shall, in addition to all other rights and remedies provided in this
Agreement and by law, have all rights and remedies specified in Section
43.

     

    (e)          Buyer
shall, without regard to the adequacy of the security for the Obligations, be
entitled to the appointment of a receiver by any court having jurisdiction,
without notice, to take possession of and protect, collect, manage, liquidate,
and sell the Purchased Loans and any other Purchased Items or any portion
thereof, collect the payments due with respect to the Purchased Loans and any
other Purchased Items or any portion thereof, and do anything that Buyer is
authorized hereunder or by law to do.  Seller shall pay all costs and
expenses incurred by Buyer in connection with the appointment and activities of
such receiver.

     

    (f)          [Reserved.]

     

    (g)          In
addition to all the rights and remedies specifically provided herein, Buyer
shall have all other rights and remedies provided by applicable federal, state,
foreign, and local laws, whether existing at law, in equity or by statute,
including, without limitation, all rights and remedies available to a purchaser
or a secured party, as applicable, under the Uniform Commercial
Code.

     

    Except as
otherwise expressly provided in this Agreement, Buyer shall have the right to
exercise any of its rights and/or remedies without presentment, demand, protest
or further notice of any kind other than as expressly set forth herein, all of
which are hereby expressly waived by Seller.

     

    Buyer may
enforce its rights and remedies hereunder without prior judicial process or
hearing, and Seller hereby expressly waives, to the extent permitted by law, any
right Seller might otherwise have to require Buyer to enforce its rights by
judicial process.  Seller also waives, to the extent permitted by law,
any defense Seller might otherwise have to the Obligations, arising from use of
nonjudicial process, enforcement and sale of all or any portion of the Purchased
Loans and any other Purchased Items or from any other election of
remedies.  

     

    
      
        
        

      

      
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    Seller
recognizes that nonjudicial remedies are consistent with the usages of the
trade, are responsive to commercial necessity and are the result of a bargain at
arm’s length.

     

    Seller
shall cause all sums received by it with respect to the Purchased Loans to be
deposited with such Person as Buyer may direct after receipt
thereof.  Seller shall be liable to Buyer for the amount of all
expenses (plus interest thereon at a rate equal to the Post-Default Rate) and
all costs and expenses incurred within thirty (30) days of the Event of Default
in connection with Buyer’s re-employment of funds, termination of deposits,
hedging or covering transactions related to the Purchased Loans, conduit
advances and payments for mortgage insurance.

     

    
      	
              20.

            	
              DELAY NOT WAIVER;
      REMEDIES ARE CUMULATIVE

            


    

     

    No
failure on the part of Buyer to exercise, and no delay in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by Buyer of any right, power or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.  All rights and remedies of Buyer provided for
herein are cumulative and in addition to any and all other rights and remedies
provided by law, the Program Documents and the other instruments and agreements
contemplated hereby and thereby, and are not conditional or contingent on any
attempt by Buyer to exercise any of its rights under any other related
document.  Buyer may exercise at any time after the occurrence of an
Event of Default one or more remedies, as they so desire, and may thereafter at
any time and from time to time exercise any other remedy or
remedies.

     

    
      	
              21.

            	
              NOTICES AND OTHER
      COMMUNICATIONS

            


    

     

    Except as
otherwise expressly permitted by this Agreement, all notices, requests and other
communications provided for herein and under the Custodial Agreement (including,
without limitation, any modifications of, or waivers, requests or consents
under, this Agreement) shall be given or made in writing (including, without
limitation, by telex or telecopy) delivered to the intended recipient at the
“Address for Notices” specified below its name on the signature pages hereof);
or, as to any party, at such other address as shall be designated by such party
in a written notice to each other party.  Except as otherwise provided
in this Agreement and except for notices given by Seller under Section 3(a)
(which shall be effective only on receipt), all such communications shall be
deemed to have been duly given when transmitted by telex or telecopier or
personally delivered or, in the case of a mailed notice, upon receipt, in each
case given or addressed as aforesaid.

     

    
      	
              22.

            	
              USE OF EMPLOYEE PLAN
      ASSETS

            


    

     

    No assets
of an employee benefit plan subject to any provision of the ERISA shall be used
by either party hereto in a Transaction.

     

    
      	
              23.

            	
              INDEMNIFICATION AND
      EXPENSES.

            


    

     

    (a)          Seller
agrees to hold Buyer, its Affiliates and their respective officers, directors,
employees, agents and advisors (each an “Indemnified Party”)
harmless from and indemnify any Indemnified Party against all liabilities,
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    any kind
which may be imposed on, incurred by or asserted against such Indemnified Party
(collectively, the “Costs”) relating to
or arising out of this Agreement, any other Program Document or any transaction
contemplated hereby or thereby, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, any other
Program Document or any transaction contemplated hereby or thereby, that, in
each case, results from anything other than any Indemnified Party’s gross
negligence or willful misconduct.  Without limiting the generality of
the foregoing, Seller agrees to hold any Indemnified Party harmless from and
indemnify such Indemnified Party against all Costs with respect to all Loans
relating to or arising out of any violation or alleged violation of any
environmental law, rule or regulation or any consumer credit laws, including
without limitation laws with respect to unfair or deceptive lending practices
and predatory lending practices, the Truth in Lending Act and/or the Real Estate
Settlement Procedures Act, that, in each case, results from anything other than
such Indemnified Party’s gross negligence or willful misconduct.  In
any suit, proceeding or action brought by an Indemnified Party in connection
with any Loan for any sum owing thereunder, or to enforce any provisions of any
Loan, Seller will save, indemnify and hold such Indemnified Party harmless from
and against all expense, loss or damage suffered by reason of any defense,
set-off, counterclaim, recoupment or reduction of liability whatsoever of the
account debtor or obligor thereunder, arising out of a breach by Seller of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to or in favor of such account debtor or obligor or
its successors from Seller.  Seller also agrees to reimburse an
Indemnified Party as and when billed by such Indemnified Party for all such
Indemnified Party’s costs and expenses incurred in connection with the
enforcement or the preservation of such Indemnified Party’s rights under this
Agreement, any other Program Document or any transaction contemplated hereby or
thereby, including without limitation the reasonable fees and disbursements of
its counsel. In addition to the foregoing, Seller shall indemnify each
Indemnified Party and hold it harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that are
related to or arise from the non payment of Required Surety Payments with
respect to the Additional Collateral Mortgage Loans purchased by Buyer from
Seller under this Agreement.  Seller hereby acknowledges that all
Obligations of Seller under this Agreement are recourse obligations of
Seller.

     

    (b)          Seller
agrees to pay as and when billed by Buyer all of the out-of pocket costs and
expenses incurred by Buyer in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement,
any other Program Document or any other documents prepared in connection
herewith or therewith.  Seller agrees to pay as and when billed by
Buyer all of the out-of-pocket costs and expenses incurred in connection with
the consummation and administration of the transactions contemplated hereby and
thereby including, without limitation, (i) all the reasonable fees,
disbursements and expenses of counsel to Buyer and (ii) all the due
diligence, inspection, testing and review costs and expenses incurred by Buyer
with respect to Purchased Items under this Agreement, including, but not limited
to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39
and 44 hereof.  Seller also agrees not to assert any claim against
Buyer or any of its Affiliates, or any of their respective officers, directors,
employees, attorneys and agents, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise relating
to the Program Documents, the actual or proposed use of the proceeds of


     

    
      
        
        

      

      
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    the
Transactions, this Agreement or any of the transactions contemplated hereby or
thereby.  THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS
EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

     

    (c)          If
Seller fails to pay when due any costs, expenses or other amounts payable by it
under this Agreement, including, without limitation, reasonable fees and
expenses of counsel and indemnities, such amount may be paid on behalf of Seller
by Buyer, in its sole discretion and Seller shall remain liable for any such
payments by Buyer.  No such payment by Buyer shall be deemed a waiver
of any of Buyer’s rights under the Program Documents.

     

    (d)          Without
prejudice to the survival of any other agreement of Seller hereunder, the
covenants and obligations of Seller contained in this Section 23 shall
survive the payment in full of the Repurchase Price and all other amounts
payable hereunder and delivery of the Purchased Loans by Buyer against full
payment therefor.

     

    
      	
              24.

            	
              WAIVER OF REDEMPTION
      AND DEFICIENCY RIGHTS

            


    

     

    Seller
hereby expressly waives, to the fullest extent permitted by law, every statute
of limitation on a deficiency judgment, any reduction in the proceeds of any
Purchased Items as a result of restrictions upon Buyer or Custodian contained in
the Program Documents or any other instrument delivered in connection therewith,
and any right that it may have to direct the order in which any of the Purchased
Items shall be disposed of in the event of any disposition pursuant
hereto.

     

    
      	
              25.

            	
              REIMBURSEMENT

            


    

     

    All sums
reasonably expended by Buyer in connection with the exercise of any right or
remedy provided for herein shall be and remain Seller’s obligation (unless and
to the extent that Seller is the prevailing party in any dispute, claim or
action relating thereto).  Seller agrees to pay, with interest at the
Post-Default Rate to the extent that an Event of Default has occurred, the
reasonable out of pocket expenses and reasonable attorneys’ fees incurred by
Buyer and/or Custodian in connection with the preparation, negotiation,
enforcement (including any waivers), administration and amendment of the Program
Documents (regardless of whether a Transaction is entered into hereunder), the
taking of any action, including legal action, required or permitted to be taken
by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, any
“due diligence” or loan agent reviews conducted by Buyer or on its behalf or by
refinancing or restructuring in the nature of a “workout.”

     

    
      	
              26.

            	
              FURTHER
      ASSURANCES

            


    

     

    Seller
agrees to do such further acts and things and to execute and deliver to Buyer
such additional assignments, acknowledgments, agreements, powers and instruments
as are reasonably required by Buyer to carry into effect the intent and purposes
of this Agreement and the other Program Documents, to perfect the interests of
Buyer in the Purchased Items or to better assure and confirm unto Buyer its
rights, powers and remedies hereunder and thereunder.

     

    
      
        
        

      

      
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              27.

            	
              TERMINATION;
      RENEWAL

            


    

     

    This
Agreement shall remain in effect until the Termination Date.  However,
no such termination shall affect Seller’s outstanding obligations to Buyer at
the time of such termination.  Seller’s obligations under
Section 3(i), 3(j), Section 5, Section 12, Section 23 and
Section 25 and any other reimbursement or indemnity obligation of Seller to
Buyer pursuant to this Agreement or any other Program Documents shall survive
the termination hereof.  Provided that no Default or Event of Default
shall have occurred and be continuing as of the Termination Date, and all
outstanding Commitment Fees and Renewal Commitment Fees owed by Seller under
this Agreement have been paid, this Agreement shall automatically renew for an
additional term of 364 days (the date of such renewal, the “Renewal
Date”).

     

    
      	
              28.

            	
              SEVERABILITY

            


    

     

    If any
provision of any Program Document is declared invalid by any court of competent
jurisdiction, such invalidity shall not affect any other provision of the
Program Documents, and each Program Document shall be enforced to the fullest
extent permitted by law.

     

    
      	
              29.

            	
              BINDING EFFECT;
      GOVERNING LAW

            


    

     

    This
Agreement shall be binding and inure to the benefit of the parties hereto and
their respective successors and assigns, except that Seller may not assign or
transfer any of its respective rights or obligations under this Agreement or any
other Program Document without the prior written consent of
Buyer.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND
GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).

     

    
      	
              30.

            	
              AMENDMENTS

            


    

     

    Except as
otherwise expressly provided in this Agreement, any provision of this Agreement
may be modified or supplemented only by an instrument in writing signed by
Seller and Buyer and any provision of this Agreement may be waived by
Buyer.

     

    
      	
              31.

            	
              SUCCESSORS AND
      ASSIGNS

            


    

     

    This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.

     

    
      	
              32.

            	
              SURVIVAL

            


    

     

    The
obligations of Seller under Sections 3(h), 3(i), 5, 23 and 25 hereof and
any other reimbursement or indemnity obligation of Seller to Buyer pursuant to
this Agreement or any other Program Document shall survive the repurchase of the
Loans hereunder and the termination of this Agreement.  In addition,
each representation and warranty made, or deemed to be made by a request for a
purchase, herein or pursuant hereto shall survive the making of such
representation and warranty, and Buyer shall not be deemed to have waived, by
reason of 

     

    
      
        
        

      

      
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    purchasing
any Loan, any Default that may arise by reason of such representation or
warranty proving to have been false or misleading, notwithstanding that Buyer
may have had notice or knowledge or reason to believe that such representation
or warranty was false or misleading at the time such purchase was
made.

     

    
      	
              33.

            	
              CAPTIONS

            


    

     

    The table
of contents and captions and section headings appearing herein are included
solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

     

    
      	
              34.

            	
              COUNTERPARTS

            


    

     

    This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any such counterpart.

     

    
      	
              35.

            	
              SUBMISSION TO
      JURISDICTION; WAIVERS

            


    

     

    EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

     

    (A)           SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT AND/OR ANY OTHER PROGRAM DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT
OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY
THEREOF;

     

    (B)           CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE
EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH
ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO
PLEAD OR CLAIM THE SAME;

     

    (C)           AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY
MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS
SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN
NOTIFIED; AND

     

    (D)           AGREES
THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER
JURISDICTION.

     

    
      
        
        

      

      
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              36.

            	
              WAIVER OF JURY
      TRIAL

            


    

     

    EACH
OF SELLER AND BUYER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     

    
      	
              37.

            	
              ACKNOWLEDGEMENTS

            


    

     

    Seller
hereby acknowledges that:

     

    (a)          it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Program Documents to which it is a party;

     

    (b)          Buyer
has no fiduciary relationship to Seller; and

     

    (c)          no
joint venture exists among or between Buyer and Seller.

     

    
      	
              38.

            	
              HYPOTHECATION OR
      PLEDGE OF PURCHASED ITEMS.

            


    

     

    Buyer
shall have free and unrestricted use of all Loans and Purchased Items and
nothing in this Agreement shall preclude Buyer from engaging in repurchase
transactions with the Loans and Purchased Items or otherwise pledging,
repledging, transferring, hypothecating, or rehypothecating the Loans and
Purchased Items, in all cases subject to Buyer’s obligation to reconvey the
Purchased Loans (and not substitutes therefor) on the Repurchase
Date.  Nothing contained in this Agreement shall obligate Buyer to
segregate any Loans or Purchased Items delivered to Buyer by
Seller.

     

    
      	
              39.

            	
              ASSIGNMENTS;
      PARTICIPATIONS.

            


    

     

    (a)          Seller
may assign any of its rights or obligations hereunder only with the prior
written consent of Buyer.  Buyer may assign or transfer to any bank or
other financial institution that makes or invests in repurchase agreements or
loans or any Affiliate of Buyer all or any of its rights under this Agreement
and the other Program Documents, provided, however, that Buyer
shall maintain, for review by Seller upon written request, a register of
assignees and a copy of an executed assignment and acceptance by Buyer and
assignee, specifying the percentage or portion of such rights and obligations
assigned.  Seller shall continue to take directions solely from Buyer
unless otherwise notified by Buyer in writing.

     

    (b)          Buyer
may, in accordance with applicable law, at any time sell to one or more entities
(“Participants”)
participating interests in this Agreement, its agreement to purchase Loans, or
any other interest of Buyer hereunder and under the other Program
Documents.  In the event of any such sale by Buyer of participating
interests to a Participant, Buyer’s obligations under this Agreement to Seller
shall remain unchanged, Buyer shall remain solely responsible for the
performance thereof and Seller shall continue to deal solely and directly with
Buyer in connection with Buyer’s rights and obligations under this Agreement and
the other Program Documents.  Seller agrees that if amounts
outstanding under this Agreement are 

     

    
      
        
        

      

      
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    due or
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each Participant shall be deemed to have
the right of set-off in respect of its participating interest in amounts owing
under this Agreement to the same extent as if the amount of its participating
interest were owing directly to it as a Buyer under this Agreement; provided,
that such Participant shall only be entitled to such right of set-off if it
shall have agreed in the agreement pursuant to which it shall have acquired its
participating interest to share with Buyer the proceeds
thereof.  Buyer also agrees that each Participant shall be entitled to
the benefits of Sections 3(h), 3(i), 23 and 25 with respect to its
participation in the Loans and Purchased Items outstanding from time to time;
provided, that Buyer and all Participants shall be entitled to receive no
greater amount in the aggregate pursuant to such Sections than Buyer would
have been entitled to receive had no such transfer occurred.

     

    (c)          Buyer
may furnish any information concerning Seller or any of its Subsidiaries in the
possession of Buyer from time to time to assignees and Participants (including
prospective assignees and Participants) only after notifying Seller in writing
and securing signed confidentiality statements (a form of which is attached
hereto as Exhibit H) and only for the sole purpose of evaluating
assignments or participations and for no other purpose.

     

    (d)          Seller
agrees to cooperate with Buyer in connection with any such assignment and/or
participation, to execute and deliver replacement notes, and to enter into such
restatements of, and amendments, supplements and other modifications to, this
Agreement and the other Program Documents in order to give effect to such
assignment and/or participation.  Seller further agrees to furnish to
any Participant identified by Buyer to Seller copies of all reports and
certificates to be delivered by Seller to Buyer hereunder, as and when delivered
to Buyer.

     

    
      	
              40.

            	
              SINGLE
      AGREEMENT

            


    

     

    Seller
and Buyer acknowledge that, and have entered hereinto and will enter into each
Transaction hereunder in consideration of and in reliance upon the fact that,
all Transactions hereunder constitute a single business and contractual
relationship and have been made in consideration of each
other.  Accordingly, Seller and Buyer each agree (i) to perform
all of its obligations in respect of each Transaction hereunder, and that a
default in the performance of any such obligations shall constitute a default by
it in respect of all Transactions hereunder, and (ii) that payments,
deliveries and other transfers made by any of them in respect of any Transaction
shall be deemed to have been made in consideration of payments, deliveries and
other transfers in respect of any other Transaction hereunder, and the
obligations to make any such payments, deliveries and other transfers may be
applied against each other and netted.

     

    
      	
              41.

            	
              INTENT

            


    

     

    Seller
and Buyer recognize that each Transaction is a “repurchase agreement” as that
term is defined in Section 101 of Title 11 of the USC, a “securities
contract” as that term is defined in Section 741 of Title 11 of the
USC, and a “master netting agreement” as that term is defined in
Section 101 of Title 11 of the USC.

     

    
      
        
        

      

      
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    It is
understood that Buyer’s right to liquidate the Purchased Loans delivered to it
in connection with the Transactions hereunder or to accelerate or terminate this
Agreement or otherwise exercise any other remedies pursuant to Section 19
hereof is a contractual right to liquidate, accelerate or terminate such
Transaction as described in Sections 555, 559 and 561 of Title 11 of
the USC.

     

    The
parties hereby agree that all Servicing Agreements and any provisions hereof or
in any other document, agreement or instrument that is related in any way to the
servicing of the Purchased Loans shall be deemed “related to” this Agreement
within the meaning of Sections 101(38A)(A) and 101(47)(a)(v) of Title 11 of the
USC and part of the “contract” as such term is used in Section 741 of Title 11
of the USC.

     

    
      	
              42.

            	
              CONFIDENTIALITY

            


    

     

    The
Program Documents and their respective terms, provisions, supplements and
amendments, and transactions and notices thereunder, are proprietary to Buyer
and shall be held by Seller in strict confidence and shall not be disclosed to
any third party without the consent of Buyer (such consent not to be
unreasonably withheld) except for (i) disclosure to Seller’s direct and
indirect parent companies, directors, attorneys, agents or accountants, provided
that such attorneys or accountants likewise agree to be bound by this covenant
of confidentiality, or are otherwise subject to confidentiality restrictions,
(ii) upon prior written notice to Buyer, disclosure required by law, rule,
regulation or order of a court or other regulatory body, (iii) upon prior
written notice to Buyer, disclosure to any approved hedge counterparty to the
extent necessary to obtain any Interest Rate Protection Agreement hereunder,
(iv) any disclosures or filing required under Securities and Exchange
Commission (“SEC”) or state
securities’ laws or (v) such other circumstances as are reasonably within
the discretion of a public company in order to meet its corporate obligations;
provided that
in the case of (ii), (iii), (iv) and (v) Seller shall take reasonable
actions to provide Buyer with prior written notice.  Notwithstanding
anything herein to the contrary, each party (and each employee, representative,
or other agent of each party) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transaction
and all materials of any kind (including opinions or other tax analyses) that
are provided to it relating to such tax treatment and tax
structure.  For this purpose, tax treatment and tax structure shall
not include (i) the identity of any existing or future party (or any
Affiliate of such party) to this Agreement or (ii) any specific pricing
information or other commercial terms, including the amount of any fees,
expenses, rates or payments arising in connection with the transactions
contemplated by this Agreement.  Buyer acknowledges that this
Agreement may be filed with the Securities and Exchange Commission; provided
that, Seller shall redact any pricing and other confidential provisions,
including, without limitation, the amount of any Commitment Fee, Renewal
Commitment Fee, Non-Usage Fee, Price Differential and Purchase Price from such
filed Agreement.

     

    
      	
              43.

            	
              SERVICING

            


    

     

    (a)          The
Conforming Loans, USAA Loans, Jumbo A Credit A Loans and other Purchased Loans
sold by Seller to Buyer hereunder from time to time are sold on a servicing
released basis.  During the related Interim Servicing Period, the
Seller shall service the Purchased Loans for the benefit of or on behalf of
Buyer, provided, however, that the obligation 

     

    
      
        
        

      

      
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    of Seller
to service any such Purchased Loan for the benefit of or on behalf of Buyer as
aforesaid shall cease upon the payment to Buyer of the Repurchase Price
thereof.  Seller covenants to maintain or cause the servicing of the
Purchased Loans to be maintained in conformity with Accepted Servicing
Practices.  In the event that any of the Loans included on the Loan
Schedule for a particular Purchase Date are Additional Collateral Mortgage
Loans, such Additional Collateral Mortgage Loans will be serviced in accordance
with clause (g) of this Section 43.  In the event that this Agreement
is interpreted as constituting one or more servicing contracts, each such
servicing contract shall terminate automatically upon the earliest of: (i) 
the termination thereof by Buyer pursuant to subsection (d) below, (ii)
forty-five (45) days after the last Purchase Date of such Purchased Loan,
(iii) a Default or an Event of Default, (iv) the date on which all the
Obligations have been paid in full, or (v) the transfer of servicing to any
entity approved by Buyer and the assumption thereof by such entity.

     

    (b)          During
the period Seller is servicing the Purchased Loans, (i) Seller agrees that
Buyer is the owner of all servicing records, including but not limited to any
and all servicing agreements, files, documents, records, data bases, computer
tapes, copies of computer tapes, proof of insurance coverage, insurance
policies, appraisals, other closing documentation, payment history records, and
any other records relating to or evidencing the servicing of such Loans (the
“Servicing
Records”), and (ii) Seller hereby grants Buyer a security interest
in all Servicing Rights relating to the Purchased Loans, including the
Additional Collateral Mortgage Loans, and all Servicing Records and any and all
proceeds of any or all of the foregoing (collectively, the “Servicing
Collateral”), in each case whether now owned or existing or hereafter
acquired or arising and wherever located, to secure the obligations of Seller or
its designee in conformity with this Section 43 and any other obligation of
Seller to Buyer.  At all times during the term of this Agreement,
Seller covenants to hold such Servicing Records in trust for Buyer and safeguard
such Servicing Records and to deliver them promptly to Buyer or its designee
(including the Custodian) at Buyer’s request or as otherwise required by this
Agreement.  It is understood and agreed by the parties that prior to
an Event of Default, Seller shall retain the servicing fees with respect to the
Purchased Loans.  With respect to the Servicing Rights for each
Purchased Loan, Seller shall deliver such Servicing Rights to Buyer or such
other successor servicer as may be designated by Buyer on the Servicing Transfer
Date.  With respect to the Servicing Records and the physical and
contractual servicing of the Purchased Loans relating to any Transaction, Seller
shall deliver or cause the related Servicer or Subservicer to deliver, such
Servicing Records and, to the extent applicable, physical servicing to the
designee of Buyer, on the Servicing Transfer Date (the “Servicing Delivery
Requirement”), unless otherwise stated in writing by
Buyer.  Notwithstanding the foregoing, the Interim Servicing Period
will be deemed automatically reinstated on each Purchase Date for such Purchased
Loan that is subject to a new Transaction (and such Servicing Delivery
Requirement shall be deemed restated) and a new 45-day Interim Servicing Period
will be deemed to commence for such Purchased Loan as of such Purchase Date in
the absence of directions to the contrary from the Buyer.  Further,
the Servicing Delivery Requirement will no longer apply to any Purchased Loan
that is repurchased in full by the Seller in accordance with the provisions of
this Agreement and is no longer subject to a Transaction.  If the
Interim Servicing Period is not renewed by Buyer, Seller shall be terminated in
its servicing capacity and Seller shall transfer such servicing in accordance
with Section 43(d) below.  Seller’s transfer of the Servicing Rights,
the Servicing Records and the physical and contractual servicing under this
Section shall be in accordance with customary standards in the industry and


     

    
      
        
        

      

      
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    such
transfer shall include the transfer of the gross amount of escrows held for the
related mortgagors (without reduction for unreimbursed advances or “negative
escrows”).

     

    (c)          If
the Loans are serviced by any other third party servicer (such third party
servicer, the “Subservicer”) Seller
shall provide a copy of the related servicing agreement with a properly executed
Instruction Letter to Buyer at least three (3) Business Days prior to the
applicable Purchase Date or the date on which the Subservicer shall begin
subservicing the Loans which shall be in the form and substance acceptable to
Buyer (the “Servicing
Agreement”) and shall have obtained the written consent of Buyer for such
Subservicer to subservice the Loans.

     

    (d)          Buyer
may, in its sole discretion if a Default or an Event of Default shall have
occurred and be continuing, (i) sell the Purchased Loans without payment of any
termination fee or any other amount to Seller and (ii) sell on a servicing
released basis any Purchased Loans being serviced by a Subservicer (approved
pursuant to Section 43(c)) without payment of any termination fee or any other
amount to Seller but subject to the rights of such Subservicer.  Buyer
agrees not to direct or otherwise contact any such Subservicer absent a
determination in good faith by Buyer that a Default or an Event of Default has
occurred and is continuing.  Unless a Default or an Event of Default
shall have occurred and be continuing Buyer shall not exercise or attempt to
exercise any such servicing rights, including contacting Mortgagors or
Subservicers or taking possession of the related Servicing Records, or exercise
Sellers’ rights with respect to the Purchased Loans under the related servicing
agreement.  Upon the termination of Seller as Servicer of the
Purchased Loans pursuant to Sections 43(b), this Section 43(d) or as otherwise
provided hereunder, Seller shall transfer such servicing with respect to such
Purchased Loans to Buyer or any successor Servicer designated by Buyer, at no
cost or expense to Buyer.  In addition, Seller shall provide to Buyer
an Instruction Letter from Seller to the effect that upon the occurrence of an
Event of Default, Buyer may terminate any Subservicer or Servicing Agreement and
direct that collections with respect to the Loans be remitted in accordance with
Buyer’s instructions.  Seller agrees to cooperate with Buyer in
connection with the transfer of servicing.

     

    (e)          After
the Purchase Date, until the Repurchase Date, Seller will have no right to
modify or alter the terms of the Loan or consent to the modification or
alteration of the terms of any Loan, and Seller will have no obligation or right
to repossess any Loan or substitute another Loan, except as provided in any
Custodial Agreement.

     

    (f)          Seller
shall permit Buyer to inspect upon reasonable prior written notice at a mutually
convenient time, Seller’s or its Affiliate’s servicing facilities, as the case
may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the
case may be, has the ability to service the Loans as provided in this
Agreement.  In addition, with respect to any Subservicer which is not
an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to
inspect the servicing facilities of such Subservicer.

     

    (g)          (1)
The parties acknowledge that pursuant to each Additional Collateral Servicing
Agreement between Seller and the related Additional Collateral Servicer, the
Securities Accounts and other Additional Collateral in which Buyer shall have a
security interest (pursuant to the terms of this Agreement), shall continue to
be maintained and serviced by such 

     

    
      
        
        

      

      
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    Additional
Collateral Servicer.  Seller represents and warrants that the terms of
each Additional Collateral Servicing Agreement are not inconsistent with any of
the provisions of this Agreement.  Subject to clause (2) below, the
Seller shall service and administer the Securities Accounts and other Additional
Collateral in accordance with (i) prudent business practices and procedures
employed in the industry to administer securities accounts and additional
collateral similar to that securing the Additional Collateral Mortgage Loans;
(ii) the terms of the related Additional Collateral Servicing Agreement; and
(iii) the terms of this Agreement.

     

    (2)           Notwithstanding
any other provision of this Agreement to the contrary, except as provided below
in this clause (2), the Seller shall have no duty or obligation to service and
administer the Additional Collateral, and the Seller shall not be deemed to be
the Additional Collateral Servicer with respect to any Additional Collateral
Mortgage Loan, unless and until the related Additional Collateral Servicer’s
obligations to administer the Additional Collateral as provided in the related
Additional Collateral Servicing Agreement have been terminated with respect to
such Additional Collateral Mortgage Loans sold hereunder, in which case the
Seller shall be bound to service and administer the related Additional
Collateral and the related Surety Bond in accordance with the provisions of this
Agreement and the related Additional Collateral Servicing Agreement, from the
date of such termination.  The Seller shall enforce the obligations of
each Additional Collateral Servicer to service and administer the Additional
Collateral as provided in the related Additional Collateral Servicing Agreement,
and shall take appropriate action thereunder if any Additional Collateral
Servicer fails to substantially comply with its obligations to administer the
Additional Collateral.  Such enforcement, including without
limitation, the legal prosecution of claims, termination of the related
Additional Collateral Servicing Agreement with respect to the related Additional
Collateral Mortgage Loans, and the pursuit of other appropriate remedies, shall
be carried out as the Seller, in its good faith business judgment, would require
were it the owner of the related Securities Accounts and other Additional
Collateral.  Without in any way limiting any other remedies set forth
herein, Seller shall indemnify the Buyer and hold it harmless against any and
all liabilities, losses, damages, judgments, costs, expenses, penalties, fines,
forfeitures, reasonable legal fees and expenses and claims of any kind
(collectively “Losses”) that arise with respect to Additional Collateral
Mortgage Loans purchased by Buyer from Seller hereunder, provided that such
Losses are caused by the related Additional Collateral Servicer’s failure to
administer the Additional Collateral as provided in the related Additional
Collateral Servicing Agreement and in a manner consistent with the standard set
forth in clause (1) above.

     

    (3)           Seller
represents and warrants that the related Additional Collateral Servicer shall
use its best reasonable efforts to realize upon any related Additional
Collateral for such of the Additional Collateral Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments; provided that the related Additional
Collateral Servicer shall not obtain title to any such Additional Collateral as
a result of or in lieu of the disposition thereof or otherwise; and provided
further that the related Additional Collateral Servicer shall not proceed with
respect to such Additional Collateral in any manner that would impair the
ability to recover against the related Mortgaged Property.  Any
proceeds realized from such Additional Collateral (other than amounts to be
released to the 

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

    Mortgagor
or the related guarantor in accordance with procedures that the Seller would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note and to the terms and
conditions of any security agreement, guarantee agreement, mortgage or other
agreement governing the disposition of the proceeds of such Additional
Collateral) shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 7 hereof; provided, that such proceeds shall not be so
deposited if the Required Surety Payment in respect of such Additional
Collateral Mortgage Loan has been deposited in the Collection Account or
otherwise paid to the Buyer (except to the extent of any such proceeds taken
into account in calculating the amount of the Required Surety
Payment).

     

    (4)           Seller’s
obligations to administer the Securities Accounts shall terminate upon
termination of the related Additional Collateral Agreement.  Buyer
acknowledges coverage under the terms and provisions of the related Surety Bond
as to any particular Additional Collateral Mortgage Loan shall terminate upon
termination of the related Additional Collateral Agreement; provided, however,
that such termination shall not affect claims arising under this Agreement or
the related Surety Bond prior to the date of termination of the related
Additional Collateral Agreement.

     

    (5)           The
Additional Collateral Servicer with respect to each Additional Collateral
Mortgage Loan may, without the consent of the Buyer, amend or modify an
Additional Collateral Agreement in any non material respect to reflect
administrative or account changes, provided that the same are consistent with
the Seller’s Underwriting Guidelines.  Seller shall provide Buyer with
prior written notice of any such changes.

     

    (h)       (1)           If
a Required Surety Payment is payable pursuant to the related Surety Bond with
respect to any Additional Collateral Mortgage Loan, as determined by the Seller,
the related Additional Collateral Servicer shall so notify the related Surety
Bond Issuer promptly.  The Seller shall cause the prompt completion of
any necessary documentation relating to the related Surety Bond and shall cause
the prompt submission of such documentation to the related Surety Bond Issuer as
a claim for a required surety.  The Buyer shall execute such
documentation if requested by the related Additional Collateral
Servicer.

     

    (2)           In
the event that the Seller receives a Required Surety Payment from a Surety Bond
Issuer on behalf of the Buyer, the Seller shall deposit such Required Surety
Payment in the Collection Account within 3 Business Days of
receipt.

     

    (3)           Seller
will cooperate with Buyer to transfer to Buyer the coverage of each Surety Bond
in respect of the related Additional Collateral Mortgage Loans.

     

    
      	
              44.

            	
              PERIODIC DUE DILIGENCE
      REVIEW

            


    

     

    Seller
acknowledges that Buyer has the right to perform continuing due diligence
reviews with respect to the Loans, for purposes of verifying compliance with the
representations, warranties, covenants and specifications made hereunder or
under any other Program Document, or otherwise, and Seller agrees that upon
reasonable (but no less than one (1) Business Day’s) prior notice to Seller
(provided that upon the occurrence of a Default or an Event of Default, no


     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    such
prior notice shall be required), Buyer or its authorized representatives will be
permitted during normal business hours to examine, inspect, make copies of, and
make extracts of, the Mortgage Files, the Servicing Records and any and all
documents, records, agreements, instruments or information relating to such
Loans in the possession, or under the control, of Seller and/or the
Custodian.  Seller also shall make available to Buyer a knowledgeable
financial or accounting officer for the purpose of answering questions
respecting the Mortgage Files, the Servicing Files and any other document
relating thereto and the Additional Collateral Mortgage Loans and any other
Purchased Loan sold to Buyer hereunder.  Without limiting the
generality of the foregoing, Seller acknowledges that Buyer shall purchase Loans
from Seller based solely upon the information provided by Seller to Buyer in the
Loan Schedule and the representations, warranties and covenants contained
herein, and that Buyer, at its option, has the right, at any time to conduct a
partial or complete due diligence review on some or all of the Purchased Loans,
including, without limitation, ordering new credit reports, new appraisals on
the related Mortgaged Properties and otherwise re-generating the information
used to originate such Loan.  Buyer may underwrite such Loans itself
or engage a third party underwriter to perform such
underwriting.  Seller agrees to cooperate with Buyer and any third
party underwriter in connection with such underwriting, including, but not
limited to, providing Buyer and any third party underwriter with access to any
and all documents, records, agreements, instruments or information relating to
such Loans in the possession, or under the control, of Seller.  In
addition, Buyer has the right to perform continuing Due Diligence Reviews of
Seller and its Affiliates, directors, and their respective Subsidiaries and the
officers, employees and significant shareholders thereof.  Seller and
Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer
in connection with Buyer’s activities pursuant to this Section 44 shall be
paid by Seller.

     

    
      	
              45.

            	
              SET-OFF

            


    

     

    In
addition to any rights and remedies of Buyer provided by this Agreement and by
law, Buyer shall have the right, without prior notice to Seller or any of
Seller’s Subsidiaries or Affiliates, any such notice being expressly waived by
Seller to the extent permitted by applicable law, upon any amount becoming due
and payable by Seller hereunder (whether at the stated maturity, by acceleration
or otherwise) to set-off and appropriate and apply against such amount any and
all Property and deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by Buyer or any Affiliate
thereof to or for the credit or the account of Seller or any of Seller’s
Subsidiaries or Affiliates (other than pursuant to the Bishop’s Gate Facility or
the Chesapeake Facility).  Buyer may set-off cash, the proceeds of the
liquidation of any Purchased Items and all other sums or obligations owed by
Buyer or its Affiliates to Seller or any of Seller’s Subsidiaries or Affiliates
(other than pursuant to the Bishop’s Gate Facility or the Chesapeake Facility)
against any and all of Seller’s and any of Seller’s Subsidiary’s or Affiliate’s
obligations to Buyer or any of its Affiliates, whether under this Agreement or
under any other agreement between the parties or between Seller or any of its
Subsidiaries or Affiliates and Buyer or any Affiliate of Buyer (other than the
Bishop’s Gate Facility and the Chesapeake Facility), or otherwise, whether or
not such obligations are then due, without prejudice to Buyer’s or its
Affiliate’s right to recover any deficiency.  Buyer agrees promptly to
notify Seller after any such 

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

    set-off
and application made by Buyer; provided that the failure to give such notice
shall not affect the validity of such set-off and application.

     

    
      	
              46.

            	
              ASSIGNMENT; AMENDMENT
      AND RESTATEMENT OF ORIGINAL REPURCHASE AGREEMENT; NO
      NOVATION

            


    

     

    (a)          As
of the date first written above, GCFP hereby conveys, sells, grants, transfers
and assigns to RBS, and RBS hereby undertakes and assumes for the benefit of
GCFP, all of GCFP’s rights, title, interests, obligations, covenants and
liabilities as Buyer, in, to and under the Original Repurchase Agreement and
each Program Document (as defined therein) arising from and after the date
hereof.

     

    (b)          Seller
hereby acknowledges and agrees that from and after the date hereof (i) Seller
shall look solely to RBS for performance of any obligations of Buyer under this
Agreement and the other Program Documents, (ii) RBS shall have all the rights
and remedies available to Buyer under this Agreement and the other Program
Documents, including, without limitation, the right to payment and performance
of all obligations hereunder when due and the right to exercise remedies with
respect to breaches of representations and warranties set forth in this
Agreement and the Other Program Documents, and shall be entitled to enforce all
of the obligations of Seller hereunder, (iii) all references to the Buyer in
this Agreement shall be deemed to refer to RBS and (iv) all accounts created for
the benefit of GCFP under the Original Repurchase Agreement and the other
Program Documents (as defined therein) shall be promptly updated to reflect that
each such account is in the name of, and for the benefit of, RBS.

     

    (c)          Nothing
contained in this Section 46 shall be construed to provide that GCFP shall have
assigned away any of its rights to receive indemnity from Seller or any other
party to the extent provided under the Original Repurchase Agreement, this
Agreement or any other Program Document.  Notwithstanding the
assignment of the Original Repurchase Agreement and each of the Program
Documents (as defined therein) and GCFP’s rights thereunder to RBS, Seller
acknowledges and agrees that GCFP shall continue to receive, and, from and after
the date hereof, RBS shall receive, the benefit of and each shall be entitled to
enforce any indemnification obligation of Seller to GCFP or RBS, as
applicable.

     

    (d)          As
of the date first written above, the terms and provisions of the Original
Repurchase Agreement as amended and restated shall be and hereby are amended,
superseded and restated in their entirety by the terms and provisions of this
Agreement.

     

    (e)          Notwithstanding
the amendment and restatement of the Original Repurchase Agreement by this
Agreement, any amounts owing to the Buyer under the Original Repurchase
Agreement whether on account of Transactions or otherwise which remain
outstanding as of the date hereof, shall constitute obligations owing
hereunder.  This Agreement is given in substitution for the Original
Repurchase Agreement, and not as payment of the obligations of the Seller
thereunder, and is in no way intended to constitute a novation of the Original
Repurchase Agreement.

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

    (f)          Upon
the effectiveness of this Agreement on the date first written above, unless the
context otherwise requires, each reference to the Original Repurchase Agreement
in any of the Program Documents and in each document, instrument or agreement
executed and/or delivered in connection therewith shall mean and be a reference
to this Agreement.  Except as expressly modified as of the date
hereof, all of the other Program Documents shall remain in full force and effect
and are hereby ratified and confirmed.

     

    
      	
              47.

            	
              ENTIRE
      AGREEMENT

            


    

     

    This
Agreement and the other Program Documents embody the entire agreement and
understanding of the parties hereto and thereto and supersede any and all prior
agreements, arrangements and understandings relating to the matters provided for
herein and therein.  No alteration, waiver, amendments, or change or
supplement hereto shall be binding or effective unless the same is set forth in
writing by a duly authorized representative of each party hereto.

     

    
      	
              48.

            	
              GESTATION REPURCHASE
      FACILITY

            


    

     

    This
Agreement, as the same may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms hereof, shall constitute
the “Committed Master Repurchase Facility” for all purposes of the Gestation
Repurchase Facility.  Provided no “default”, “event of default” or
“Servicer Termination Event” has occurred or is continuing thereunder, the
Gestation Repurchase Facility shall continue in full force and effect in
accordance with the terms thereof until the Termination Date of this Committed
Master Repurchase Facility.  From and after the Termination Date, as
defined in this Agreement, the “Committed Amount” for all purposes of this
Agreement and the Gestation Repurchase Facility shall be zero ($0).

     

    [SIGNATURE
PAGE FOLLOWS]

     

    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

     

    PHH MORTGAGE CORPORATION, a
New Jersey corporation,

    as
Seller

    


    


    By:   /s/ Mark
E.
Johnson                                                      

    Name: Mark E.
Johnson                                                      

    Title:   Vice
President and
Treasurer                                                                           

    


    


    Address
for Notices:

    
      3000
Leadenhall Road

    

    
      Mail Stop
PCLG

    

    
      Mt.
Laurel, New Jersey  08054

    

    
      Attention:
Mark Johnson

    

    
      Telecopier
No.: (856) 917-0107

    

    
      Telephone
No.: (856) 917-0813

    

     

    
      with a
copy to: William F. Brown, General Counsel

    

    


    


    THE ROYAL BANK OF SCOTLAND,
PLC

    as Buyer
and Agent, as applicable

    By:
Greenwich Capital Markets, Inc., its Agent

    


    


    


    By:  /s/ Regina
Abayev                                                      

    Name:  Regina
Abayev

    Title:    Vice
President

    


    


    Address
for Notices:

    
      c/o
Greenwich Capital Markets, Inc.

    

    
      600
Steamboat Road

    

    
      Greenwich,
Connecticut  06830

    

    
      Attention:
Legal Department

    

    
      Telecopier
No.: (203) 618-2132

    

    
      Telephone
No.: (203) 625-2700

    

     

    
      with a
copy to: Mortgage Operations

    

    
      Telecopier
No.: (203) 618-2132

    

    
      Telephone
No.: (203) 625-2700

    

    


    


    Agreed
and Acknowledged as to Section 46

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    GREENWICH
CAPITAL FINANCIAL

    PRODUCTS, INC., a Delaware
corporation,

    


    


    


    By:  /s/ Regina
Abayev                                                      

    Name:  Regina
Abayev

    Title:    Vice
President

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
I

     

    BUYER
ACTING AS AGENT

     

    This
Annex I forms a part of the Amended and Restated Master Repurchase Agreement
dated as of June 26, 2008 (the “Agreement”) between
PHH Mortgage Corporation and The Royal Bank of Scotland plc This Annex I sets
forth the terms and conditions governing all transactions in which Buyer selling
assets or buying assets, as the case may be (“Agent”), in a
Transaction is acting as agent for one or more third parties (each, a “Principal”).  Capitalized
terms used but not defined in this Annex I shall have the meanings ascribed to
them in the Agreement.

     

    
      	
              1.

            	
              Additional
      Representations.  Agent hereby makes the following
      representations, which shall continue during the term of any
      Transaction:  Principal has duly authorized Agent to execute and
      deliver the Agreement and the other Program Documents on its behalf, has
      the power to so authorize Agent and to enter into the Transactions
      contemplated by the Agreement and the other Program Documents and to
      perform the obligations of Buyer under such Transactions, and has taken
      all necessary action to authorize such execution and delivery by Agent and
      such performance by it.

            


    

     

    
      	
              2.

            	
              Identification of
      Principals.  Agent agrees (a) to provide the other
      party, prior to the date on which the parties agree to enter into any
      Transaction under the Agreement, with a written list of Principals for
      which it intends to act as Agent (which list may be amended in writing
      from time to time with the consent of the other party) and (b) to
      provide the other party, before the close of business on the next business
      day after orally agreeing to enter into a Transaction, with notice of the
      specific Principal or Principals for whom it is acting in connection with
      such Transaction.  If (i) Agent fails to identify such
      Principal or Principals prior to the close of business on such next
      business day or (ii) the other party shall determine in its sole
      discretion any Principal or Principals identified by Agent are not
      acceptable to it, the other party may reject and rescind any Transaction
      with such Principal or Principals, return to Agent any Purchased Loans or
      portion of the Purchase Price, as the case may be, previously transferred
      to the other party and refuse any further performance under such
      Transaction, and Agent shall immediately return to the other party any
      portion of the Purchase Price or Purchased Loans, as the case may be,
      previously transferred to Agent in connection with such Transaction;
      provided, however, that (A) the other party shall promptly (and in
      any event within one business day) notify Agent of its determination to
      reject and rescind such Transaction and (B) to the extent that any
      performance was rendered by any party under any Transaction rejected by
      the other party, and such party shall remain entitled to any Price
      Differential or other amounts that would have been payable to it with
      respect to such performance if such Transaction had not been
      rejected.  The other party acknowledges that Agent shall not
      have any obligation to provide it with confidential information regarding
      the financial status of its Principals; Agent agrees, however, that it
      will assist the other party in obtaining from Agent’s Principals such
      Information regarding the financial status of such Principals as the other
      party may reasonably request.

            


    

     

    
      
        
        

      

      
        Annex
I-1

        
          

        

      

      
        
        

      

    

    
      	
              3.

            	
              Limitation of Agent’s
      Liability.  The parties expressly acknowledge that if the
      representations of Agent under the Agreement, including this Annex I, are
      true and correct in all material respects during the term of any
      Transaction and Agent otherwise complies with the provisions of this Annex
      I, then (a) Agent’s obligations under the Agreement shall not include
      a guarantee of performance by its Principal or Principals; provided that
      Agent shall remain liable for performance pursuant to Section 10 of
      the Agreement, and (b) the other party’s remedies shall not include a
      right of setoff in respect of rights or obligations, if any, of Agent
      arising in other transactions in which Agent is acting as
      principal.

            


    

     

    
      	
              4.

            	
              Multiple
      Principals.

            


    

     

    (a)           In
the event that Agent proposes to act for more than one Principal hereunder,
Agent and the other party shall elect whether (i) to treat Transactions
under the Agreement as transactions entered into on behalf of separate
Principals or (ii) to aggregate such Transactions as if they were
transactions by a single Principal.  Failure to make such an election
in writing shall be deemed an election to treat Transactions under the Agreement
as transactions on behalf of a single Principal.

     

    (b)           In
the event that Agent and the other party elect (or are deemed to elect) to treat
Transactions under the Agreement as transactions on behalf of separate
Principals, the parties agree that (i) Agent will provide the other party,
together with the notice described in Section 2(b) of this Annex I, notice
specifying the portion of each Transaction allocable to the account of each of
the Principals for which it is acting (to the extent that any such Transaction
is allocable to the account of more than one Principal); (ii) the portion
of any individual Transaction allocable to each Principal shall be deemed a
separate Transaction under the Agreement; (iii) the margin maintenance
obligations of Seller under Section 6(a) of the Agreement shall be
determined on a Transaction by Transaction basis (unless the parties agree to
determine such obligations on a Principal by Principal basis); and
(iv) Buyer’s remedies under the Agreement upon the occurrence of an Event
of Default shall be determined as if Agent had entered into a separate Agreement
with the other party on behalf of each of its Principals.

     

    (c)           In
the event that Agent and the other party elect to treat Transactions under the
Agreement as if they were transactions by a single Principal, the parties agree
that (i) Agent’s notice under Section 2(b) of this Annex I need only
identify the names of its Principals but not the portion of each Transaction
allocable to each Principal’s account; (ii) the margin maintenance
obligations of Seller under Section 6(a) of the Agreement shall, subject to
any greater requirement imposed by applicable law, be determined on an aggregate
basis for all Transactions entered into by Agent on behalf of any Principal; and
(iii) Buyer’s remedies upon the occurrence of an Event of Default shall be
determined as if all Principals were a single Buyer.

     

    
      
        
        

      

      
        Annex
I-2

        
          

        

      

      
        
        

      

    

    (d)           Notwithstanding
any other provision of the Agreement (including, without limitation, this Annex
I), the parties agree that any Transactions by Agent on behalf of an employee
benefit plan under ERISA shall be treated as Transactions on behalf of separate
Principals in accordance with Section 4(b) of this Annex I (and all margin
maintenance obligations of the parties shall be determined on a Transaction by
Transaction basis).

     

    
      	
              5.

            	
              Interpretation of
      Terms.  All references to “Buyer” in the Agreement shall,
      subject to the provisions of this Annex I (including, among other
      provisions, the limitations on Agent’s liability in Section 3 of this
      Annex 1), be construed to reflect that (i) each Principal shall have,
      in connection with any Transaction or Transactions entered into by Agent
      on its behalf, the rights, responsibilities, privileges and obligations of
      a “Buyer”, directly entering into such Transaction or Transactions with
      the other party under the Agreement, and (ii) Agent’s Principal or
      Principals have designated Agent as their sole agent for performance of
      Buyer’s obligations to Seller and for receipt of performance by Seller of
      its obligations to Buyer in connection with any Transaction or
      Transactions under the Agreement (including, among other things, as Agent
      for each Principal in connection with transfers of Loans, securities, cash
      or other property and as agent for giving and receiving all notices under
      the Agreement).  Both Agent and its Principal or Principals
      shall be deemed “parties” to the Agreement and all references to a “party”
      or “either party” in the Agreement shall be deemed revised
      accordingly.

            


    

     


    
      
         


      

      
        Annex
I-3

        
          

        

      

      
         


      

    


    Schedule 1-A

     

    REPRESENTATIONS
AND WARRANTIES RE:  LOANS

     

    Eligible
Loans

     

    As to
each Loan that is subject to a Transaction hereunder (and the related Mortgage,
Note, Assignment of Mortgage and Mortgaged Property), Seller shall be deemed to
make the following representations and warranties to Buyer as of the Purchase
Date and as of each date such Loan is subject to a Transaction:

     

    (a)           Loans as
Described.  The information set forth in the Loan Schedule, the
Undocumented Loan Schedule and the Wet Loan Schedule, as applicable, with
respect to the Loan is complete, true and correct in all material
respects.

     

    (b)           Payments
Current.  The first Monthly Payment shall have been made prior
to the second scheduled Monthly Payment becoming due and if the Loan is an
Additional Collateral Mortgage Loan, neither such Loan nor the related
Additional Collateral has been dishonored.

     

    (c)           No Outstanding
Charges.  There are no defaults in complying with the terms of
the Mortgage securing the Loan, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments or
ground rents which previously became due and owing have been paid, or an escrow
of funds has been established in an amount sufficient to pay for every such item
which remains unpaid and which has been assessed but is not yet due and
payable.  Neither Seller nor the Qualified Originator from which
Seller acquired the Loan has advanced funds, or induced, solicited or knowingly
received any advance of funds by a party other than the Mortgagor, directly or
indirectly, for the payment of any amount required under the Loan, except for
interest accruing from the date of the Note or date of disbursement of the
proceeds of the Loan, whichever is more recent, to the day which precedes by one
month the Due Date of the first installment of principal and interest
thereunder.

     

    (d)           Original Terms
Unmodified.  The terms of the Note and Mortgage (and the terms
of the Additional Collateral with respect to each Additional Collateral Mortgage
Loan) have not been impaired, waived, altered or modified in any respect, from
the date of origination; except by a written instrument which has been recorded,
if necessary to protect the interests of Buyer, and which has been delivered to
the Custodian and the terms of which are reflected in the Loan
Schedule.  The substance of any such waiver, alteration or
modification has been approved by the title insurer, to the extent required by
the title insurance policy, and its terms are reflected on the Loan
Schedule.  No Mortgagor in respect of the Loan has been released, in
whole or in part, except in connection with an assumption agreement approved by
the title insurer, to the extent required by such policy, and which assumption
agreement is part of the Mortgage File delivered to the Custodian and the terms
of which are reflected in the Loan Schedule.

     

    (e)           No
Defenses.  The Loan is not subject to any right of rescission,
set-off, counterclaim or defense, including without limitation the defense of
usury, nor will the operation of any of the terms of the Note or the Mortgage,
or the exercise of any right thereunder, render either the Note or the Mortgage
unenforceable, in whole or in part and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto, and no


     

    
      
        
        

      

      
        Schedule
1-A-1

        
          

        

      

      
        
        

      

    

    Mortgagor
in respect of the Loan was a debtor in any state or Federal bankruptcy or
insolvency proceeding at the time the Loan was originated.

     

    (f)           Hazard
Insurance.  The Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by a Qualified Insurer, and such other
hazards as are customary in the area where the Mortgaged Property is located,
and to the extent required by Seller as of the date of origination consistent
with the Underwriting Guidelines, against earthquake and other risks insured
against by Persons operating like properties in the locality of the Mortgaged
Property, in an amount not less than the greatest of (i) 100% of the
replacement cost of all improvements to the Mortgaged Property, (ii) the
outstanding principal balance of the Loan, (iii) the amount necessary to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property, and consistent with the amount that would have been required as of the
date of origination in accordance with the Underwriting Guidelines or
(iv) the amount necessary to fully compensate for any damage or loss to the
improvements that are a part of such property on a replacement cost
basis.  If any portion of the Mortgaged Property is in an area
identified by any federal Governmental Authority as having special flood
hazards, and flood insurance is available, a flood insurance policy meeting the
current guidelines of the Federal Insurance Administration is in effect with a
generally acceptable insurance carrier, in an amount representing coverage not
less than the least of (1) the outstanding principal balance of the Loan,
(2) the full insurable value of the Mortgaged Property, and (3) the
maximum amount of insurance available under the Flood Disaster Protection Act of
1973, as amended.  All such insurance policies (collectively, the
“hazard insurance policy”) contain a standard mortgagee clause naming
Seller, its successors and assigns (including without limitation, subsequent
owners of the Loan), as mortgagee, and may not be reduced, terminated or
canceled without 30 days’ prior written notice to the mortgagee.  No
such notice has been received by Seller.  All premiums due and owing
on such insurance policy have been paid.  The related Mortgage
obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s
failure to do so, authorizes the mortgagee to maintain such insurance at the
Mortgagor’s cost and expense and to seek reimbursement therefor from such
Mortgagor.  Where required by state law or regulation, the Mortgagor
has been given an opportunity to choose the carrier of the required hazard
insurance, provided the policy is not a “master” or “blanket” hazard insurance
policy covering a condominium, or any hazard insurance policy covering the
common facilities of a planned unit development.  The hazard insurance
policy is the valid and binding obligation of the insurer and is in full force
and effect.  Seller has not engaged in, and has no knowledge of the
Mortgagor’s having engaged in, any act or omission which would impair the
coverage of any such policy, the benefits of the endorsement provided for
herein, or the validity and binding effect of either including, without
limitation, no unlawful fee, commission, kickback or other unlawful compensation
or value of any kind has been or will be received, retained or realized by any
attorney, firm or other Person, and no such unlawful items have been received,
retained or realized by Seller.

     

    (g)           Compliance with Applicable
Laws.  Any and all requirements of any federal, state or local
law including, without limitation, usury, truth-in-lending, all applicable
predatory and abusive lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable to the
origination and servicing of such Loan have been complied with, the consummation
of the transactions contemplated hereby will not involve the violation of any
such laws or regulations, and Seller shall maintain or shall cause its agent to


     

    
      
        
        

      

      
        Schedule
1-A-2

        
          

        

      

      
        
        

      

    

    maintain
in its possession, available for the inspection of Buyer, and shall deliver to
Buyer, upon two Business Days’ request, evidence of compliance with all such
requirements.

     

    (h)           No Satisfaction of
Mortgage.  The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole-or in part, nor has
any instrument been executed that would effect any such release, cancellation,
subordination or rescission other than in the case of a release of a portion of
the land comprising a Mortgaged Property or a release of a blanket Mortgage
which release will not cause the Loan to fail to satisfy the Underwriting
Guidelines.  Seller has not waived the performance by the Mortgagor of
any action, if the Mortgagor’s failure to perform such action would cause the
Loan to be in default, nor has Seller waived any default resulting from any
action or inaction by the Mortgagor.

     

    (i)           Location and Type of
Mortgaged Property.  The Mortgaged Property is located in the
state identified in the Loan Schedule and consists of a single parcel of
real property with a detached or attached single family residence erected
thereon, or a two- to four-family dwelling, or an individual condominium unit in
a condominium project, or an individual unit in a planned unit development or a
de minimis planned unit development, or a townhome, provided, however, that any
condominium unit, planned unit development, attached single family residence or
townhome shall conform with the applicable Agency requirements regarding such
dwellings, that a de minimus percentage of the Loans may be Cooperative
Loans and that no residence or dwelling is a mobile home or a manufactured
dwelling.  No portion of the Mortgaged Property is used for commercial
purposes; provided, however, if such Loan
satisfies the Agency Guidelines, no more than 30% of the Mortgaged Property is
used for commercial purposes.

     

    (j)           Valid
Lien.  The Mortgage is a valid, subsisting, enforceable and
perfected first lien and first priority security interest with respect to each
Loan which is indicated by Seller to be a First Lien (as reflected on the Loan
Schedule) on the real property included in the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems located in or annexed
to such buildings, and all additions, alterations and replacements made at any
time with respect to the foregoing and with respect to Cooperative Loans,
including the Proprietary Lease and the Cooperative Shares.  The lien
of the Mortgage is subject only to:

     

    (1)           the
lien of current real property taxes and assessments not yet due and
payable;

     

    (2)           covenants,
conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording acceptable to prudent mortgage lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the Loan and (a) referred
to or otherwise considered in the appraisal made for the originator of the Loan
or (b) which do not adversely affect the Appraised Value of the related
Mortgaged Property set forth in such appraisal; and

     

    (3)           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


     

    
      
        
        

      

      
        Schedule
1-A-3

        
          

        

      

      
        
        

      

    

    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 Loan establishes and creates a valid,
subsisting and enforceable first lien and first priority security interest with
respect to each Loan on the property described therein and Seller has full right
to pledge and assign the same to Buyer.  The Mortgaged Property was
not, as of the date of origination of the 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.

     

    (k)           Validity of Mortgage
Documents.  The Note and the Mortgage and any other agreement
executed and delivered by a Mortgagor or guarantor, if applicable, in connection
with a Loan are genuine, and each is the legal, valid and binding obligation of
the maker thereof enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles.  All parties to the Note, the
Mortgage and any other such related agreement had legal capacity to enter into
the Loan and to execute and deliver the Note, the Mortgage and any such
agreement, and the Note, the Mortgage and any other such related agreement have
been duly and properly executed by such related parties.  No fraud,
error, omission, misrepresentation, negligence or similar occurrence with
respect to a 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 Loan.  Seller has reviewed
all of the documents constituting the Servicing File and has made such inquiries
as it deems necessary to make and confirm the accuracy of the representations
set forth herein.

     

    (l)           Full Disbursement of
Proceeds.  The proceeds of the Loan have been fully disbursed
and there is no further requirement for future advances thereunder, and any and
all requirements as to completion of any on-site or off-site improvement and as
to disbursements of any escrow funds therefor have been complied
with.  All costs, fees and expenses incurred in making or closing the
Loan and the recording of the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Note or
Mortgage.

     

    (m)           Ownership.  Seller
is the sole owner and holder of the Loan.  All Loans acquired by
Seller from third parties (including affiliates) were acquired in a true and
legal sale pursuant to which such third party sold, transferred, conveyed and
assigned to Seller all of its right, title and interest in, to and under such
Loan and retained no interest in such Loan.  In connection with such
sale, such third party received reasonably equivalent value and fair
consideration and, in accordance with GAAP and for federal income tax purposes,
reported the sale of such Loan to Seller as a sale of its interests in such
Loan.  The Loan is not assigned or pledged, and Seller has good,
indefeasible and marketable title thereto, and has full right to transfer,
pledge and assign the Loan to Buyer free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest, and
has full right and authority subject to no interest or participation of, or
agreement with, any other party, to assign, transfer and pledge each Loan
pursuant to this Agreement and following the pledge of each Loan, Buyer will
hold such Loan free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest except any such
security interest created pursuant to the terms of this Agreement.

     

    
      
        
        

      

      
        Schedule
1-A-4

        
          

        

      

      
        
        

      

    

    (n)           Doing
Business.  All parties which have had any interest in the Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) (i) in compliance
with any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property is located, and (ii) either
(A) organized under the laws of such state, (B) qualified to do
business in such state or (C) not doing business in such
state.

     

    (o)           LTV. As of the date
of origination of the Loan, the LTV and CLTV (if applicable) are as identified
on the Loan Schedule.

     

    (p)           Title
Insurance.  Except with respect to Landscape Loans originated
in connection with a refinancing, the Loan is covered by either (i) an
attorney’s opinion of title and abstract of title, the form and substance of
which is acceptable to prudent mortgage lending institutions making mortgage
loans in the area wherein the Mortgaged Property is located or (ii) an ALTA
lender’s title insurance policy or other generally acceptable form of policy or
insurance acceptable to Fannie Mae or Freddie Mac and each such title insurance
policy is issued by a title insurer acceptable to Fannie Mae or Freddie Mac and
qualified to do business in the jurisdiction where the Mortgaged Property is
located, insuring Seller, its successors and assigns, as to the first priority
lien of the Mortgage in the original principal amount of the Loan (including, to
the extent a Note provides for Negative Amortization, the maximum amount of
Negative Amortization in accordance with the Mortgage), subject only to the
exceptions contained in paragraph (j) of this Schedule 1, and in the
case of Adjustable Rate Loans, against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment to the Mortgage Interest Rate and Monthly Payment and
Negative Amortization.  Where required by state law or regulation, the
Mortgagor has been given the opportunity to choose the carrier of the required
mortgage title insurance.  Additionally, such lender’s title insurance
policy affirmatively insures ingress and egress and against encroachments by or
upon the Mortgaged Property or any interest therein.  The title policy
does not contain any special exceptions (other than the standard exclusions) for
zoning and uses and has been marked to delete the standard survey exception or
to replace the standard survey exception with a specific survey
reading.  Seller, its successors and assigns, are the sole insureds of
such lender’s title insurance policy, and such lender’s title insurance policy
is valid and remains in full force and effect and will be in 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 or servicer of the related Mortgage,
including Seller, has done, by act or omission, anything which would impair the
coverage of such lender’s title insurance policy, including, without limitation,
no unlawful fee, commission, kickback or other unlawful compensation or value of
any kind has been or will be received, retained or realized by any attorney,
firm or other Person, and no such unlawful items have been received, retained or
realized by Seller.

     

    (q)           No
Defaults.  There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Note and no event has occurred
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 neither Seller nor its predecessors have waived any default,
breach, violation or event of acceleration.

     

    
      
        
        

      

      
        Schedule
1-A-5

        
          

        

      

      
        
        

      

    

    (r)           No Mechanics’
Liens.  At origination, there were no mechanics’ or similar
liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under the law could give rise to such liens) affecting the
Mortgaged Property which are or may be liens prior to, or equal or coordinate
with the lien of the Mortgage.

     

    (s)           Location of Improvements; No
Encroachments.  All improvements which were considered in
determining the Appraised Value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged
Property.  No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning and building law, ordinance or
regulation.

     

    (t)           Origination; Payment
Terms.  The Loan was originated by or in conjunction with a
mortgagee approved by the Secretary of Housing and Urban Development pursuant to
Sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company
or similar banking institution which is supervised and examined by a federal or
state authority.  Monthly Payments on the Loan commenced no more than
sixty (60) days after funds were disbursed in connection with the
Loan.  The Mortgage Interest Rate is adjusted, with respect to
Adjustable Rate Loans, on each Interest Rate Adjustment Date to equal the Index
plus the Gross Margin (rounded up or down to the nearest .125%), subject to the
Mortgage Interest Rate Cap.  With respect to each Loan that is not a
Negative Amortization Loan or an Interest Only Loan, the Mortgage Note is
payable on the first day of each month in equal monthly installments of
principal and interest, which installments of interest, with respect to an
Adjustable Rate Mortgage Loan, are subject to change due to the adjustments to
the Mortgage Interest Rate on each Adjustment Date, with interest calculated and
payable in arrears, sufficient to amortize the Asset fully by the stated
maturity date, over an original term of not more than 40 years from commencement
of amortization.  With respect to each Negative Amortization Loan, the
related Note requires a Monthly Payment which is sufficient during the period
following each Payment Adjustment Date, to fully amortize the outstanding
principal balance as of the first day of such period (including any Negative
Amortization) over the then remaining term of such Note and to pay interest at
the related Mortgage Interest Rate; provided, that the Monthly Payment shall not
increase to an amount that exceeds 107.5% of the amount of the Monthly Payment
that was due immediately prior to the Payment Adjustment Date; provided,
further, that the payment adjustment cap shall not be applicable with respect to
the adjustment made to the Monthly Payment that occurs in a year in which the
Loan has been outstanding for a multiple of five (5) years and in any such
year the Monthly Payment shall be adjusted to fully amortize the Loan over the
remaining term and the Due Date of the first payment under the Note is no more
than 60 days from the date of the Note.

     

    (u)           Customary
Provisions.  The Note has a stated maturity.  The
Mortgage contains 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, (i) in the case of a Mortgage designated as a deed of trust, by
trustee’s sale, and (ii) otherwise by judicial foreclosure.  Upon
default by a Mortgagor on a Loan and foreclosure on, or trustee’s sale of, the
Mortgaged Property pursuant to the proper procedures, the holder of the Loan
will be able to deliver good and merchantable title to the Mortgaged
Property.  There is no homestead or other exemption available to a
Mortgagor which 

     

    
      
        
        

      

      
        Schedule
1-A-6

        
          

        

      

      
        
        

      

    

    would
interfere with the right to sell the Mortgaged Property at a trustee’s sale or
the right to foreclose the Mortgage.

     

    (v)           Conformance with
Underwriting Guidelines, Agency Guidelines and Agency
Standards.  The Loan was underwritten in accordance with the
applicable Underwriting Guidelines.  Either the Loan was underwritten
in accordance with the Agency Guidelines or is a Jumbo A Credit
Loan.  The Note and Mortgage are on forms similar to those used by
Freddie Mac or Fannie Mae and Seller has not made any representations to a
Mortgagor that are inconsistent with the mortgage instruments used.

     

    (w)           Occupancy of the Mortgaged
Property.  As of the Purchase Date the Mortgaged Property is
either vacant or 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 and fire underwriting certificates, have been made or obtained from
the appropriate authorities.  Seller has not received written
notification from any governmental authority that the Mortgaged Property is in
material non-compliance with such laws or regulations, is being used, operated
or occupied unlawfully or has failed to have or obtain such inspection, licenses
or certificates, as the case may be.  Seller has not received notice
of any violation or failure to conform with any such law, ordinance, regulation,
standard, license or certificate.  Except as otherwise set forth in
the Loan Schedule, the Mortgagor represented at the time of origination of the
Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s
primary residence.

     

    (x)           No Additional
Collateral.  Except with respect to any Additional Collateral
Mortgage Loan, the Note is not and has not been secured by any collateral except
the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to in clause (j)
above.

     

    (y)           Deeds of
Trust.  In the event the Mortgage constitutes a deed of trust,
a trustee, authorized and 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 Custodian or
Buyer to the trustee under the deed of trust, except in connection with a
trustee’s sale after default by the Mortgagor.

     

    (z)           Delivery of Mortgage
Documents.  If the Loan is a Dry Loan, the Note, the Mortgage,
the Assignment of Mortgage (other than for a MERS Loan) and any other documents
required to be delivered under the Custodial Agreement for each Loan have been
delivered to the Custodian.  Seller is in possession of a complete,
true and materially accurate Mortgage File in compliance with the Custodial
Agreement, except for such documents the originals of which have been delivered
to the Custodian.

     

    (aa)           Transfer of
Loans.  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.

     

    
      
        
        

      

      
        Schedule
1-A-7

        
          

        

      

      
        
        

      

    

    (bb)           Due-On-Sale.  The
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Loan in the event that the Mortgaged
Property is sold or transferred without the prior written consent of the
mortgagee thereunder.

     

    (cc)           No Buydown Provisions; No
Graduated Payments or Contingent Interests.  The Loan does not
contain provisions pursuant to which Monthly Payments are paid or partially paid
with funds deposited in any separate account established by Seller, the
Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other
than the Mortgagor nor does it contain any other similar provisions which may
constitute a “buydown” provision.  The Loan is not a graduated payment
mortgage loan and the Loan does not have a shared appreciation or other
contingent interest feature.

     

    (dd)           Consolidation of Future
Advances.  Any future advances made to the Mortgagor prior to
the origination of the Loan have been consolidated with the outstanding
principal amount secured by the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment
term.  The lien of the Mortgage securing the consolidated principal
amount is expressly insured as having first lien priority by a title insurance
policy, an endorsement to the policy insuring the mortgagee’s consolidated
interest or by other title evidence acceptable to Fannie Mae and Freddie
Mac.  The consolidated principal amount does not exceed the original
principal amount of the Loan plus any Negative Amortization.

     

    (ee)           Mortgaged Property
Undamaged.  The Mortgaged Property (and with respect to any
Cooperative Loan, the Cooperative Unit) is undamaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty so as to affect
adversely the value of the Mortgaged Property as security for the Loan or the
use for which the premises were intended and each Mortgaged Property is in good
repair.  There have not been any condemnation proceedings with respect
to the Mortgaged Property and Seller has no knowledge of any such
proceedings.

     

    (ff)           Collection Practices; Escrow
Deposits:  Interest Rate Adjustments.  The
origination and collection practices used by the originator, each servicer of
the Loan and Seller with respect to the Loan have been in all material respects
in compliance with Accepted Servicing Practices, applicable laws and
regulations, and have been in all respects legal and proper.  With
respect to escrow deposits and Escrow Payments, all such payments are in the
possession of, or under the control of, Seller and there exist no deficiencies
in connection therewith for which customary arrangements for repayment thereof
have not been made.  All Escrow Payments have been collected in full
compliance with state and federal law.  An escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to
pay for every item that remains unpaid and has been assessed but is not yet due
and payable.  No escrow deposits or Escrow Payments or other charges
or payments due Seller have been capitalized under the Mortgage or the
Note.  All Mortgage Interest Rate adjustments have been made in strict
compliance with state and federal law and the terms of the related
Note.  Any interest required to be paid pursuant to state, federal and
local law has been properly paid and credited.

     

    (gg)           Conversion to Fixed Interest
Rate.  With respect to Adjustable Rate Loans, the Loan is not
convertible to a fixed interest rate Loan.

     

    
      
        
        

      

      
        Schedule
1-A-8

        
          

        

      

      
        
        

      

    

    (hh)           Other Insurance
Policies.  No action, inaction or event has occurred and no
state of facts exists or has existed that has resulted or will result in the
exclusion from, denial of, or defense to coverage under any applicable special
hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the
cause of such failure of coverage.  In connection with the placement
of any such insurance, no improper commission, fee, or other compensation has
been or will be received by Seller or by any officer, director, or employee of
Seller or any designee of Seller or any corporation in which Seller or any
officer, director, or employee had a financial interest at the time of placement
of such insurance.

     

    (ii)           Servicemembers’ Civil Relief
Act.  The Mortgagor has not notified Seller, and Seller has no
knowledge, of any relief requested or allowed to the Mortgagor under the
Servicemembers’ Civil Relief Act.

     

    (jj)           Appraisal.  Except
where the Agency Guidelines exempt certain Eligible Loans from this requirement,
the Mortgage File contains an appraisal of the related Mortgaged Property signed
prior to the approval of the Loan application by a qualified appraiser, duly
appointed by Seller or the Qualified Originator, who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security thereof,
and whose compensation is not affected by the approval or disapproval of the
Loan, and the appraisal and appraiser both satisfy the requirements of Fannie
Mae or Freddie Mac and Title XI of the Federal Institutions Reform,
Recovery, and Enforcement Act of 1989 as amended and the regulations promulgated
thereunder, all as in effect on the date the Loan was originated.  All
Property inspections were conducted in a manner consistent with the Agency
Guidelines.

     

    (kk)           Disclosure
Materials.  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
Seller maintains such statement in the Mortgage File.

     

    (ll)           Construction or
Rehabilitation of Mortgaged Property.  No Loan was made in
connection with the construction or rehabilitation of a Mortgaged Property or
facilitating the trade-in or exchange of a Mortgaged Property.

     

    (mm)                      No Defense to Insurance
Coverage.  No action has been taken or failed to be taken, no
event has occurred and no state of facts exists or has existed on or prior to
the Purchase Date (whether or not known to Seller on or prior to such date)
which has resulted or will result in an exclusion from, denial of, or defense to
coverage under any private mortgage insurance (including, without limitation,
any exclusions, denials or defenses which would limit or reduce the availability
of the timely payment of the full amount of the loss otherwise due thereunder to
the insured) whether arising out of actions, representations, errors, omissions,
negligence, or fraud of Seller, the related Mortgagor or any party involved in
the application for such coverage, including the appraisal, plans and
specifications and other exhibits or documents submitted therewith to the
insurer under such insurance policy, or for any other reason under such
coverage, but not including the failure of such insurer to pay by reason of such
insurer’s breach of such insurance policy or such insurer’s financial inability
to pay.

     

    
      
        
        

      

      
        Schedule
1-A-9

        
          

        

      

      
        
        

      

    

    (nn)           Capitalization of
Interest.  The Note does not by its terms provide for the
capitalization or forbearance of interest.

     

    (oo)           No Equity
Participation.  No document relating to the Loan provides for
any contingent or additional interest in the form of participation in the cash
flow of the Mortgaged Property or a sharing in the appreciation of the value of
the Mortgaged Property.  The indebtedness evidenced by the Note is not
convertible to an ownership interest in the Mortgaged Property or the Mortgagor
and Seller has not financed nor does it own directly or indirectly, any equity
of any form in the Mortgaged Property or the Mortgagor.

     

    (pp)           Withdrawn
Loans.  If the Loan has been released to Seller pursuant to a
Request for Release as permitted under Section 5 of the Custodial
Agreement, then the promissory note relating to the Loan was returned to the
Custodian within 10 Business Days (or if such tenth day was not a Business Day,
the next succeeding Business Day).

     

    (qq)           No
Exception.  Other than as noted by the Custodian on the
Exception Report, no Exception (as defined in the Custodial Agreement) with
respect to the Loan which would materially adversely affect the Loan or Buyer’s
security interest, granted by Seller, in the Loan as determined by Buyer in its
sole discretion.

     

    (rr)           Qualified
Originator.  The Loan has been originated by, and, if
applicable, purchased by Seller from, a Qualified Originator.

     

    (ss)           Mortgage Submitted for
Recordation.  The Mortgage (other than for a MERS Loan) has
been submitted for recordation in the appropriate governmental recording office
of the jurisdiction where the Mortgaged Property is located.

     

    (tt)           [Reserved.]

     

    (uu)           Acceptable
Investment.  No specific circumstances or conditions exist with
respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
Mortgagor’s credit standing that should reasonably be expected to (i) cause
private institutional investors which invest in Loans similar to the Loan to
regard the Loan as an unacceptable investment, (ii) cause the Loan to be
more likely to become past due in comparison to similar Loans, or
(iii) adversely affect the value or marketability of the Loan in comparison
to similar Loans.

     

    (vv)           Environmental
Matters.  The Mortgaged Property is free from any and all toxic
or hazardous substances and there exists no violation of any local, state or
federal environmental law, rule or regulation.

     

    (ww)                      Ground
Leases.  With respect to each ground lease to which the
Mortgaged Property is subject (a “Ground
Lease”):  (i) the Mortgagor is the owner of a valid and
subsisting interest as tenant under the Ground Lease; (ii) the Ground Lease
is in full force and effect, unmodified and not supplemented by any writing or
otherwise; (iii) all rent, additional rent and other charges reserved
therein have been paid to the extent they are payable to the date hereof;
(iv) the Mortgagor enjoys the quiet and peaceful possession of the estate
demised thereby, subject to any sublease; (v) the Mortgagor is not in
default under any of the terms thereof and there are no circumstances which,
with the passage of time or the giving of notice or both, would 

     

    
      
        
        

      

      
        Schedule
1-A-10

        
          

        

      

      
        
        

      

    

    constitute
an event of default thereunder; (vi) the lessor under the Ground Lease is
not in default under any of the terms or provisions thereof on the part of the
lessor to be observed or performed; (vii) the lessor under the Ground Lease
has satisfied all of its repair or construction obligations, if any, to date
pursuant to the terms of the Ground Lease; (viii) the remaining term of the
Ground Lease extends not less than five (5) years following the maturity date of
such Loan; and (ix) the execution, delivery and performance of the Mortgage
do not require the consent (other than those consents which have been obtained
and are in full force and effect) under, and will not contravene any provision
of or cause a default under, the Ground Lease.

     

    (xx)           Value of Mortgaged
Property.  Seller has no knowledge of any circumstances
existing that should reasonably be expected to adversely affect the value or the
marketability of the Mortgaged Property or the Loan or to cause the Loan to
prepay during any period materially faster or slower than the Loans originated
by Seller generally.

     

    (yy)           HOEPA. No Loan is
(a) subject to the provisions of the Homeownership and Equity Protection
Act of 1994 as amended (“HOEPA”), (b) a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
loan, or “predatory” mortgage loan or any other comparable term, no matter how
defined under any federal, state or local law, (c) subject to any
comparable federal, state or local statutes or regulations, or any other statute
or regulation providing for heightened regulatory scrutiny or assignee liability
to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
as applicable (as such terms are defined in the current Standard & Poor’s
LEVELS® Glossary Revised, Appendix E).

     

    (zz)           No Predatory
Lending.  No predatory, abusive 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 Loan and the extension of credit
to a mortgagor which has no tangible net benefit to the mortgagor, were employed
in connection with the origination of the Loan.

     

    (aaa)         Georgia Mortgage
Loans.  No Loan which is secured by a Mortgaged Property which
is located in the state of Georgia was originated prior to March 7,
2004.

     

    (bbb)        Cooperative
Loans.  With respect to each Cooperative Loan, (i) the
term of the related Proprietary Lease is longer than the term of the Cooperative
Loan, (ii) there is no provision in any Proprietary Lease which requires
the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor
first to the Cooperative Corporation, (iii) there is no prohibition in any
Proprietary Lease against pledging the Cooperative Shares or assigning the
Proprietary Lease and (iv) the recognition agreement is on a form of
agreement published by the Aztech Document Systems, Inc. or includes provisions
which are no less favorable to the lender than those contained in such
agreement.

     

    (ccc)         Cooperative
Filings.  With respect to each Cooperative Loan, each original
UCC financing statement, continuation statement or other governmental filing or
recordation necessary to create or preserve the perfection and priority of the
first priority lien and security interest in the Cooperative Shares and
Proprietary Lease has been timely and properly made.  Any security
agreement, chattel mortgage or equivalent document related to the Cooperative
Loan and delivered to Seller or its designee establishes in Seller a valid and
subsisting perfected 

     

    
      
        
        

      

      
        Schedule
1-A-11

        
          

        

      

      
        
        

      

    

    first
lien on and security interest in the Mortgaged Property described therein, and
Seller has full right to sell and assign the same.

     

    (ddd)         Cooperative
Assignment.  With respect to each Cooperative Loan, each
acceptance of assignment and assumption of lease agreement contains enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization of the benefits of the security provided
thereby.  The acceptance of assignment and assumption of lease
agreement contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Note in the event the Cooperative Unit is
transferred or sold without the consent of the holder thereof.

     

    (eee)          MERS
Loans.  With respect to each MERS Loan, a Mortgage
Identification Number has been assigned by MERS and such Mortgage Identification
Number is accurately provided on the Loan Schedule.  The related
Assignment of Mortgage to MERS has been duly and properly
recorded.  With respect to each MERS Loan, Seller has not received any
notice of liens or legal actions with respect to such Loan and no such notices
have been electronically posted by MERS.

     

    Notwithstanding
anything contained herein to the contrary, if the representations and warranties
set forth in Schedules 1-B or 1-C conflict with the representations and
warranties set forth in this Schedule 1-A, the representations and warranties
set forth in Schedules 1-B and 1-C, as applicable, shall control.

     

    (fff)           Additional Collateral
Mortgage Loans.

     

    (1)           Prior
to its assignment to Buyer of the security interest in and to any Additional
Collateral set forth in Section 43(g) hereof, Seller had a first priority
perfected security interest in each Securities Account, and/or, if necessary to
perfect a first priority security interest in each asset contained in such
Securities Account, a first priority perfected security interest in each such
asset contained in such Securities Account and following Seller’s assignment of
the Additional Collateral Agreements and such security interest in and to any
Additional Collateral, Buyer has a first priority perfected security interest in
each Securities Account, and/or, if necessary to perfect a first priority
security interest in each asset contained in such Securities Account, a
perfected first priority security interest in each such asset contained in such
Securities Account.  Prior to the related Additional Collateral
Servicer’s assignment to the Servicer of the security interest in and to any
Additional Collateral, the related Additional Collateral Servicer had a first
priority perfected security interest in each Securities Account, and/or, if
necessary to perfect a first priority security interest in each asset contained
in such Securities Account, a first priority perfected security interest in each
such asset contained in such Securities Account and following such Additional
Collateral Servicer’s assignment of the Additional Collateral Agreements and
such security interest in and to any Additional Collateral, the Seller had a
first priority perfected security interest in each Securities Account, and/or,
if necessary to perfect a first priority security interest in each asset
contained in such Securities Account, a perfected first priority security
interest in each such asset contained in such Securities Account.

     

    
      
        
        

      

      
        Schedule
1-A-12

        
          

        

      

      
        
        

      

    

    (2)           Each
Additional Collateral Mortgage Loan is insured under the terms and provisions of
a Surety Bond subject to the limitations set forth therein.  Seller
covenants that within 2 Business Days after the Purchase Date for any purchase
of Additional Collateral Mortgage Loans, Seller will deliver to each Surety Bond
Issuer any instrument required to be delivered under the related Surety Bond,
executed by the necessary parties, and that all other requirements for
transferring coverage under the related Surety Bonds in respect of such
Additional Collateral Mortgage Loans to the Buyer shall be complied
with.

     

    (3)           The
assignment of rights to Buyer under each Surety Bond, as described herein, will
not result in Buyer assuming any obligations or liabilities of Seller with
respect thereto.

     

    (4)           Except
as specifically outlined in the Additional Collateral Agreement, the Additional
Collateral Agreement related to such Loan is not subject to any right of
recession, set-off or defense, including the defense of usury, nor will the
operation of any of the terms of such Additional Collateral Agreement, or the
exercise of any right thereunder, render such Additional Collateral Agreement
unenforceable, in whole or in part, or subject to any right of rescission,
set-off or defense, including the defense of usury and no such right of
recession, set-off or defense has been asserted with respect
thereto.

     

    (5)           The
Additional Collateral Agreement and the Additional Collateral Servicing
Agreement related to such Loan are in full force and effect as of the Purchase
Date and their respective provisions have not been waived, altered or modified
in any respect, except as specifically set forth in the Mortgage Loan Schedule,
nor has any notice of termination been given under such
agreements.  There is no default, breach, violation or event of
acceleration existing under the Additional Collateral Agreement or the
Additional Collateral Servicing Agreement or, to Seller’s knowledge, any other
agreements, documents, or instruments related to the applicable Additional
Collateral Mortgage Loan. To Seller’s knowledge, there is no event that, with
the lapse of time, the giving of notice, or both, would constitute such a
default, breach, violation or event of acceleration.

     


    
      
         


      

      
        Schedule
1-A-13

        
          

        

      

      
         


      

    


    Schedule 1-B

     

    REPRESENTATIONS
AND WARRANTIES RE: FANNIE MAE LOANS

     

    Fannie
Mae Loans

     

    As to
each Loan that is subject to a Transaction hereunder (and the related Mortgage,
Note, Assignment of Mortgage and Mortgaged Property), Seller shall be deemed to
make to Buyer, as of the Purchase Date and as of each date such Loan is subject
to a Transaction hereunder, each of the representations, warranties and
covenants required by Fannie Mae in connection with any loan sale to or
securitization through Fannie Mae as in effect on the date hereof as if fully
set forth herein (which representations, warranties and covenants shall
automatically be updated to reflect any amendments, supplements, additions or
other modifications thereto adopted by Fannie Mae from time to time and, with
respect to material amendments, supplements, additions or other modifications,
approved by Buyer).

    



    
      
         


      

      
        Schedule
1-B-1

        
          

        

      

      
         


      

    


    Schedule
1-C

    


     

    REPRESENTATIONS
AND WARRANTIES RE:  FREDDIE MAC LOANS

     

    Freddie
Mac Loans

     

    As to
each Loan that is subject to a Transaction hereunder (and the related Mortgage,
Note, Assignment of Mortgage and Mortgaged Property), Seller shall be deemed to
make to Buyer, as of the Purchase Date and as of each date such Loan is subject
to a Transaction hereunder, each of the representations, warranties and
covenants required by Freddie Mac in connection with any loan sale to or
securitization through Freddie Mac as in effect on the date hereof as if fully
set forth herein (which representations, warranties and covenants shall
automatically be updated to reflect any amendments, supplements, additions or
other modifications thereto adopted by Freddie Mac from time to time and, with
respect to material amendments, supplements, additions other modifications,
approved by Buyer).

     

     

     

    Schedule 1-C-1