Exhibit 10.3

                                                                  EXECUTION COPY
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             SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

                                     Between

                       CDC MORTGAGE CAPITAL INC., as Buyer

                                       and

                          AMERICAN HOME MORTGAGE CORP.,
                    AMERICAN HOME MORTGAGE INVESTMENT CORP.,
                     AMERICAN HOME MORTGAGE ACCEPTANCE, INC.
                   AMERICAN HOME MORTGAGE HOLDINGS, INC., and
            COLUMBIA NATIONAL, INCORPORATED, collectively, as Seller




                            Dated as of June 1, 2004


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                                TABLE OF CONTENTS

                                                                            Page

1.    APPLICABILITY............................................................1

2.    DEFINITIONS..............................................................1

3.    INITIATION; TERMINATION.................................................24

4.    MARGIN AMOUNT MAINTENANCE...............................................32

5.    INCOME PAYMENTS.........................................................32

6.    REQUIREMENTS OF LAW.....................................................33

7.    SECURITY INTEREST.......................................................35

8.    PAYMENT, TRANSFER AND CUSTODY...........................................36

9.    HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS.............................37

10.   SELLER REPRESENTATIONS..................................................37

11.   COVENANTS OF SELLER.....................................................42

12.   EVENTS OF DEFAULT.......................................................49

13.   REMEDIES................................................................51

14.   INDEMNIFICATION AND EXPENSES............................................54

15.   RECORDING OF COMMUNICATIONS.............................................55

16.   SINGLE AGREEMENT........................................................55

17.   NOTICES AND OTHER COMMUNICATIONS........................................55

18.   ENTIRE AGREEMENT; SEVERABILITY..........................................56

19.   NON-ASSIGNABILITY.......................................................56

20.   TERMINABILITY...........................................................56

21.   GOVERNING LAW...........................................................57

22.   Submission To Jurisdiction; Waivers.....................................57

23.   NO WAIVERS, ETC.........................................................58

24.   SERVICING...............................................................58

25.   INTENT..................................................................59

26.   PERIODIC DUE DILIGENCE REVIEW...........................................60

27.   BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT.................................60

28.   MISCELLANEOUS...........................................................62

29.   CONFIDENTIALITY.........................................................62

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30.   CONFLICTS...............................................................63

31.   Set-Off.................................................................63

32.   Obligations Joint and Several...........................................63


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EXHIBITS

      SCHEDULE 1                          Representations and Warranties Re:
                                          Mortgage Loans

      SCHEDULE 2                          Jurisdictions of Incorporation and
                                          Organizational Identification
                                          Numbers of Seller Entities

      EXHIBIT I                           Transaction Request

      EXHIBIT II                          Underwriting Guidelines

      EXHIBIT III                         Form of Opinion Letter

      EXHIBIT IV                          UCC Filing Jurisdictions

      EXHIBIT V                           Form of Account Agreement

      EXHIBIT VI                          Form of True Sale Certification

      EXHIBIT VII                         Form of Servicer Notice

      EXHIBIT VIII                        Form of Request for Additional
                                          Transactions For Excess Margin

      EXHIBIT IX                          Form of Compliance Report

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           SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

            This is a SECOND AMENDED AND RESTATED MASTER REPURCHASE
AGREEMENT, dated as of June 1, 2004, among AMERICAN HOME MORTGAGE CORP., a
New York corporation ("AHMC"), AMERICAN HOME MORTGAGE INVESTMENT CORP., a
Maryland corporation ("AHMIC"), AMERICAN HOME MORTGAGE ACCEPTANCE, INC., a
Maryland corporation ("AHMA"), AMERICAN HOME MORTGAGE HOLDINGS, INC., a
Delaware corporation ("AHMH"), COLUMBIA NATIONAL, INCORPORATED, a Maryland
corporation ("CNI" and, collectively with AHMC, AHMIC, AHMA and AHMH, the
"Seller" and each a "Seller Entity") and CDC MORTGAGE CAPITAL INC., a
New York corporation ("Buyer").

1.    APPLICABILITY

      From time to time the parties hereto may enter into transactions
      ("Committed Transactions") in which Seller agrees to transfer to Buyer
      Mortgage Loans against the transfer of funds by Buyer, with a simultaneous
      agreement by Buyer to transfer to Seller such Mortgage Loans on demand by
      Buyer against the transfer of funds by Seller. Additionally, from time to
      time the Buyer is prepared to consider entering into additional
      transactions ("Uncommitted Transactions") in which Seller agrees to
      transfer to Buyer Mortgage Loans against the transfer of funds by Buyer,
      with a simultaneous agreement by Buyer to transfer to Seller such Mortgage
      Loans on demand by Buyer, against the transfer of funds by Seller. Each
      such Committed Transaction and Uncommitted Transaction shall be referred
      to herein as a "Transaction" and shall be governed by this Agreement,
      unless otherwise agreed in writing.

2.    DEFINITIONS

      As used herein, the following terms shall 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). Terms otherwise not defined herein shall have the meanings
      assigned thereto in the Custodial and Disbursement Agreement.

      "Account Agreement" shall mean a letter agreement among each Seller
      Entity, Buyer, and the Bank substantially in the form of Exhibit V
      attached hereto.

      "Act of Insolvency" shall mean, with respect to any Person, (i) the filing
      of a petition, commencing, or authorizing the commencement of any case or
      proceeding under any bankruptcy, insolvency, reorganization, liquidation,
      dissolution or similar law relating to the protection of creditors, or
      suffering any such petition or proceeding to be commenced by another which
      is consented to, not timely contested or results in entry of an order for
      relief; (ii) the seeking or consenting to the appointment of a receiver,
      trustee, custodian or similar official for such Person or any substantial
      part of the property of such Person; (iii) the appointment of a receiver,
      conservator, or manager for such Person by any governmental agency or
      authority having the jurisdiction to do so; (iv) the making or offering by
      such Person of a composition with its creditors or a general assignment
      for the benefit of creditors; (v) the admission by such Person of its
      inability to pay its debts

<PAGE>

      or discharge its obligations as they become due or mature; or (vi) that
      any governmental authority or agency 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 such Person, or
      shall have taken any action to displace the management of such Person or
      to curtail its authority in the conduct of the business of such Person.

      "Affiliate" shall mean with respect to any Person, any "affiliate" of such
      Person, as such term is defined in the Bankruptcy Code.

      "Agreement" shall mean this Master Repurchase Agreement, as the same may
      be further amended, supplemented or otherwise modified in accordance with
      the terms hereof.

      "AHMA" shall mean American Home Mortgage Acceptance, Inc., a Maryland
      corporation and its successors in interest.

      "AHMC" shall mean American Home Mortgage Corp., a New York corporation
      and its successors in interest.

      "AHMH" shall mean American Home Mortgage Holdings, Inc., a Delaware
      corporation and its successors in interest.

      "AHMIC" shall mean American Home Mortgage Investment Corp., a Maryland
      corporation and its successors in interest.

      "ALTA" shall mean the American Land Title Association.

      "Alt-A Mortgage Loan" shall mean an Eligible Asset which is a Mortgage
      Loan made to a Mortgagor of "A" or "A-" credit quality, which is a secured
      by a lien on a single-family Residential Dwelling and for which the
      related Mortgagor has a FICO score of greater than 600. In no event shall
      any Mortgage Loan be an "Alt-A Mortgage Loan" if the related Mortgagor
      does not have a FICO score of at least 600 as of the date of origination.

      "Alt-A First Mortgage Loan" shall mean an Eligible Asset which is an Alt-A
      Mortgage Loan and a First Lien Mortgage Loan.

      "Alt-A Second Mortgage Loan" shall mean an Eligible Asset which is an
      Alt-A Mortgage Loan and a Second Lien Mortgage Loan.

      "Appraised Value" shall mean the value set forth in an appraisal made in
      connection with the origination of the related Mortgage Loan as the value
      of the Mortgaged Property (or the related residential dwelling unit in the
      Underlying Mortgaged Property, in the case of a Co-op Loan).

      "Asset Schedule and Exception Report" shall have the meaning assigned
      thereto in the Custodial and Disbursement Agreement.

                                      -2-
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      "Asset Value" shall mean as of any date of determination with respect to
      (A) each Eligible Asset that is not a Repurchased Mortgage Loan, a HELOC,
      an Alt-A Second Mortgage Loan or a Sub-Prime Second Mortgage Loan, the
      Purchase Percentage applicable to such Eligible Asset multiplied by the
      lesser of (a) the Market Value of such Mortgage Loan as of such date and
      (b) the outstanding principal balance of such Eligible Asset as of such
      date, (B) each Repurchased Mortgage Loan, 60% of the least of (a) 90% of
      the Market Value of such Mortgage Loan as of such date, (b) the
      outstanding principal balance of such Eligible Asset as of such date and
      (c) the Repurchased Appraised Value of such Mortgage Loan and (C) each
      Eligible Asset that is a HELOC, an Alt-A Second Mortgage Loan or a
      Sub-Prime Second Mortgage Loan, the Purchase Percentage applicable to such
      Eligible Asset multiplied by the lesser of (a) the Market Value of such
      Mortgage Loan as of such date and (b) the outstanding principal balance of
      such Eligible Asset as of such date; provided, that, the following
      additional limitations on Asset Value shall apply:

            (1) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Alt-A Mortgage Loans and Sub-Prime Mortgage Loans owned
      hereunder by Buyer as of such date of determination may not exceed the
      Non-Conforming Sub- Limit;

            (2) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Sub-Prime Mortgage Loans owned hereunder by Buyer as of
      such date of determination may not exceed the Sub-Prime Sub-Limit;

            (3) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Sub-Prime Second Lien Mortgage Loans owned hereunder by
      Buyer as of such date of determination may not exceed the Sub-Prime Second
      Lien Sub-Limit;

            (4) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Sub-Prime Mortgage Loans made to "C" or "D" credit
      quality Mortgagors owned hereunder by Buyer as of such date of
      determination may not exceed the Credit Sub-Limit;

            (5) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Mortgage Loans which are Manufactured Housing Mortgage
      Loans owned hereunder by Buyer as of such date of determination may not
      exceed the Manufactured Housing Sub-Limit;

            (6) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Mortgage Loans which are not occupied by the related
      Mortgagor as its primary residence (as determined on the origination date)
      owned hereunder by Buyer as of such date of determination may not exceed
      the N/O/O Sub-Limit;

            (7) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Repurchased Mortgage Loans owned hereunder by Buyer as
      of such date of determination may not exceed the Repurchased Mortgage Loan
      Sub-Limit;

                                      -3-
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            (8) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Co-op Loans owned hereunder by Buyer as of such date of
      determination may not exceed the Co-op Sub-Limit;

            (9) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Super Jumbo Mortgage Loans owned hereunder by Buyer as
      of such date of determination may not exceed the Super Jumbo Sub-Limit;

            (10) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Fannie Mae Flex 100 Mortgage Loans owned hereunder by
      Buyer as of such date of determination may not exceed the Fannie Mae Flex
      100 Sub-Limit;

            (11) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Interest-Only Loans owned hereunder by Buyer as of such
      date of determination may not exceed the Interest-Only Sub-Limit;

            (12) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Wet-Ink Mortgage Loans owned hereunder by Buyer as of
      such date is determination may not exceed the Wet-Ink Sub-Limit;

            (13) after giving effect to any requested Transaction, the aggregate
      Asset Value of all Co-op Loans that are Super Jumbo Mortgage Loans, Jumbo
      Mortgage Loans owned hereunder by Buyer as of such date of determination
      may not exceed the Co-op Jumbo Sub-Limit;

            (14) with respect to each Check Funded Loan, the Asset Value shall
      be deemed zero until at least one check set forth on the related Check
      Funding Schedule has been presented for payment and paid in accordance
      with the procedures set forth in the Custodial and Disbursement Agreement
      and the Check Disbursement Agreement; provided that for purposes of
      Section 3(n) and Section 4 hereof, the Asset Value shall be equal to no
      more than amounts that have previously been paid in respect of checks with
      respect to such Check Funded Loan;

            (15) with respect to each Official Check Funded Loan, the Asset
      Value shall be deemed zero until the official check set forth on the
      related Official Check Funding Schedule has been presented for payment and
      paid in accordance with the procedures set forth in the Custodial and
      Disbursement Agreement and the Official Check Disbursement Agreement;
      provided that for purposes of Section 3(n) and Section 4 hereof, the Asset
      Value shall be equal to no more than amounts that have previously been
      paid in respect of checks with respect to such Official Check Funded Loan;

            (16) after giving effect to any requested Transaction, the aggregate
      Asset Value of all HELOCs owned hereunder by Buyer as of such date of
      determination may not exceed the HELOC Sub-Limit; and

            (17) the Asset Value shall be deemed to be zero with respect to each
      Mortgage Loan (i) in respect of which there is a breach of a
      representation and warranty set forth in Schedule 1 (assuming each
      representation and warranty is made as of the date the Asset

                                      -4-
<PAGE>

      Value is determined), (ii) other than with respect to a Repurchased Loan,
      in respect of which there is a delinquency in the payment of principal
      and/or interest which continues for a period in excess of twenty-nine (29)
      calendar days (without regard to any applicable grace periods), (iii)
      which has not been repurchased by Seller by the earlier to occur of (A)
      the Termination Date and (B) except with respect to Repurchased Mortgage
      Loans, the 90th day after the date on which it is first purchased by
      Buyer, and with respect to Repurchased Mortgage Loans, the 180th day after
      the date on which such Mortgage Loan becomes a Repurchased Mortgage Loan,
      (iv) which has been released from the possession of Custodian under the
      Custodial and Disbursement Agreement to any Person other than Buyer for a
      period in excess of forty-five (45) calendar days with respect to releases
      pursuant to Section 5(c), (v) which has been released from the possession
      of Custodian under the Custodial and Disbursement Agreement to Seller for
      a period in excess of ten (10) calendar days with respect to releases
      pursuant to Sections 5(a) and 5(b), (vi) which exceed the Sub-Limit for
      the related Class or otherwise or (vii) which is a Wet-Ink Mortgage Loan,
      for which Custodian has failed to receive the related Mortgage Documents
      by the tenth 10th Business Day following the applicable Purchase Date;

      "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.

      "Bank" shall mean Deutsche Bank National Trust Company, a national banking
      association, and its successors in interest, or such other depository
      institution as may be acceptable to Buyer in its sole discretion, and
      their respective successors in interest.

      "Bank Charter Event" shall mean the date on which AHMH acquires Valley
      Bancorp, Inc. and its wholly owned subsidiary, Valley Bank of Maryland.

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

      "Business Day" shall mean any day other than (i) a Saturday or Sunday or
      (ii) a day on which banks in the State of New York (or state in which any
      of Custodian, Disbursement Agent, Seller or Buyer is located) is
      authorized or obligated by law or executive order to be closed.

      "Buyer" shall mean CDC Mortgage Capital Inc., a New York corporation, and
      its successors in interest and assigns.

      "Capital Lease Obligations" shall mean, for any Person, all obligations of
      such Person to pay rent or other amounts under a lease of (or other
      agreement conveying the right to use) Property to the extent such
      obligations are required to be classified and accounted for as a capital
      lease on a balance sheet of such Person under GAAP, and, for purposes of
      this Agreement, the amount of such obligations shall be the capitalized
      amount thereof, determined in accordance with GAAP.

                                      -5-
<PAGE>

      "Cash" shall mean all cash and Cash Equivalents, as shown on the balance
      sheet of the Seller prepared in accordance with GAAP.

      "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 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.

      "Check Disbursement Account" shall have the meaning specified in the Check
      Disbursement Agreement.

      "Check Disbursement Agreement" shall mean the amended and restated Letter
      Agreement, dated as of the date hereof, among each Seller Entity, Buyer,
      Disbursement Agent, Deutsche Bank Trust Company Delaware and Deutsche Bank
      Trust Company Americas as may be amended from time to time.

      "Check Funded Loan" shall mean an Eligible Asset funded pursuant to the
      Check Disbursement Agreement.

      "Check Funding Schedule" shall have the meaning specified in the Check
      Disbursement Agreement.

      "Class" shall mean each group of Mortgage Loans where each Mortgage Loan
      within such group qualifies as at least one of the following: "Conforming
      Mortgage Loan", "Jumbo Mortgage Loan", "Alt-A First Mortgage Loan", "Alt-A
      Second Mortgage Loan", "Sub-Prime First Mortgage Loan", "Sub-Prime Second
      Mortgage Loan", "Wet-Ink Mortgage Loan", "HELOC" or "Repurchased Mortgage
      Loan"; provided, that a Mortgage Loan may be within more than one Class as
      of any date of determination.

      "Closed End Loan" shall mean a Mortgage Loan which is not a HELOC.

                                      -6-
<PAGE>

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

      "Collection Account" shall mean the account established by the Bank
      subject to an Account Agreement, into which all Income shall be deposited.

      "Combined Loan-to-Value Ratio or CLTV" shall mean with respect to any
      Second Lien Mortgage Loan, the sum of (a) the original principal balance
      of such Second Lien Mortgage Loan or, with respect to any HELOC, the
      original Credit Limit, and (b) the outstanding principal balance of any
      related first lien loan as of the date of origination of such Second Lien
      Mortgage Loan, divided by the lesser of (i) the Appraised Value of the
      related Mortgage Property as of the date of origination of such Second
      Lien Mortgage Loan and (ii) if the related Mortgaged Property was
      purchased within twelve (12) months of the origination of such Second Lien
      Mortgage Loan, the purchase price of such Mortgaged Property.

      "Committed Transaction" as defined in the recitals hereto.

      "Commitment Fee" shall mean the fee payable by Seller to Buyer pursuant to
      Section 3(a)(7) equal to 0.075% of the Maximum Committed Amount.

      "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 specified in Section 3(c).

      "Conforming Mortgage Loan" shall mean an Eligible Asset which is insured
      by, and meets all criteria of, Fannie Mae, Freddie Mac, the FHA or the VA
      which is secured by a first lien on the related Mortgaged Property.

      "Co-op" shall mean a private, cooperative housing corporation, having only
      one class of stock outstanding, which owns or leases land and all or part
      of a building or buildings, including apartments, spaces used for
      commercial purposes and common areas therein and whose board of directors
      authorizes the sale of stock and the issuance of a Co-op Lease.

      "Co-op Lease" shall mean with respect to a Co-op Loan, the lease with
      respect to a dwelling unit occupied by the Mortgagor and relating to the
      stock allocated to the related dwelling unit.

      "Co-op Loan" shall mean an Eligible Asset that is a Conforming Mortgage
      Loan, except with respect to the outstanding principal balance at
      origination, secured by the pledge of stock allocated to a dwelling unit
      in a Co-op and a collateral assignment of the related Co-op Lease.

                                      -7-
<PAGE>

      "Co-op Security Agreement" shall mean the agreement creating a first lien
      security interest in the stock allocated to a dwelling unit in the
      residential cooperative housing corporation that was pledged to secure
      such Co-op Loan and the related Co-op Lease.

      "Co-op Sub-Limit" shall mean $16,000,000.

      "Co-op Jumbo Sub-Limit" shall mean $8,000,000.

      "Credit Limit" shall mean, with respect to each HELOC, the maximum amount
      permitted under the terms of the related Credit Line Agreement.

      "Credit Line Agreement" shall mean, with respect to each HELOC, the
      related home equity line of credit agreement, account agreement and
      promissory note (if any) executed by the related mortgagor and any
      amendment or modification thereof.

      "Credit Sub-Limit" shall mean $3,000,000.

      "Custodial and Disbursement Agreement" shall mean that amended and
      restated custodial and disbursement agreement, dated as of the date
      hereof, by and among Buyer, Seller, Disbursement Agent and Custodian, as
      the same shall be modified and supplemented and in effect from time to
      time.

      "Custodial Identification Certificate" shall have the meaning assigned
      thereto in the Custodial and Disbursement Agreement.

      "Custodian" shall mean Deutsche Bank National Trust Company, a national
      banking association, and its successors in interest, as custodian under
      the Custodial and Disbursement Agreement, and any successor Custodian
      under the Custodial and Disbursement Agreement.

      "DDA Account" shall have the meaning specified in the Check Disbursement
      Agreement.

      "Default" shall mean an Event of Default or an event that with notice or
      lapse of time or both would become an Event of Default.

      "Disbursement Agent" shall mean Deutsche Bank National Trust Company, a
      national banking association, and its successors in interest, as
      disbursement agent under the Custodial and Disbursement Agreement, and any
      successor Disbursement Agent under the Custodial and Disbursement
      Agreement.

      "Dollars" and "$" shall mean lawful money of the United States of America.

      "Draw" shall mean, with respect to each HELOC, an additional borrowing by
      the Mortgagor subsequent to the Cut-off Date in accordance with the
      related Credit Line Agreement, which borrowing shall be funded by the
      Seller.

                                      -8-
<PAGE>

      "Due Diligence Review" shall mean the performance by Buyer of any or all
      of the reviews permitted under Section 26 with respect to any or all of
      the Mortgage Loans, as desired by Buyer from time to time.

      "Effective Date" shall mean the date upon which the conditions precedent
      set forth in Section 3(a) shall have been satisfied.

      "Electronic Agent" shall mean MERSCORP, INC., and its successors in
      interest.

      "Electronic Tracking Agreement" shall mean the Electronic Tracking
      Agreement, in a form substantially similar to the form set forth in Annex
      19 to the Custodial and Disbursement Agreement, to be entered into among
      Buyer, each Seller Entity, Electronic Agent and MERS, if any, as the same
      shall be amended, supplemented or otherwise modified from time to time;
      provided that if no Mortgage Loans are or will be MERS Designated Mortgage
      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). Any document that requires signature that is delivered by
      Electronic Transmission via email that includes the sender's name shall
      satisfy such signature requirement.

      "Eligible Asset" shall mean a Mortgage Loan, including a Wet-Ink Mortgage
      Loan, (i) as to which the representations and warranties in Schedule 1
      attached hereto are true and correct, (ii) which is underwritten strictly
      in accordance with Seller's Underwriting Guidelines, a copy of which is
      attached hereto as Exhibit II or with such exceptions as Buyer shall
      approve pursuant to Section 3(b)(9) or meets all underwriting criteria of,
      Fannie Mae, Freddie Mac, the FHA or the VA, and (iii) which is secured by
      a Residential Dwelling.

      "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 Section 302(c)(11) of ERISA and Section
      412(c)(11) of the Code and the lien created under Section 302(f) of ERISA
      and Section 412(n) of the Code, described in Section 414(m) or (o) of the
      Code of which Seller is a member.

      "Escrow Instruction Letter" shall have the meaning assigned thereto in the
      Custodial and Disbursement Agreement.

      "Eurodollar Rate" shall mean, with respect to each day a Transaction is
      outstanding (and reset on each day a Transaction is outstanding), the rate
      per annum equal to the rate appearing at page 5 of the Telerate Screen as
      one-month LIBOR at or about 9:00 a.m.,

                                      -9-
<PAGE>

      New York City time, on such date (and if such date is not a Business Day,
      the Eurodollar Rate in effect on the Business Day immediately preceding
      such date), and if such rate shall not be so quoted, the average rate per
      annum at which three mutually acceptable banks are offered Dollar deposits
      at or about 8:00 a.m., New York City time, on such date by prime banks in
      the interbank eurodollar market where the eurodollar and foreign currency
      exchange operations in respect of its Transactions are then being
      conducted for delivery on such day for a period of thirty (30) days and in
      an amount comparable to the amount of the Transactions to be outstanding
      on such day. The Eurodollar Rate shall be reset by Buyer as described
      above and Buyer's determination of Eurodollar Rate shall be conclusive
      upon the parties absent manifest error on the part of Buyer.

      "Event of Default" has the meaning specified in Section 12.

      "Excess Margin" has the meaning specified in Section 3(q).

      "Existing Financing Facilities" shall mean the Morgan Facility, the UBS
      Warburg Facility, the RFC Facility, the Freddie Facility and the Greenwich
      Capital Facility, as may be amended and/or restated from time to time, and
      all other documents or agreements executed in connection therewith, or
      replacement facilities with financial covenants that are no less favorable
      to Buyer and with financial institutions approved by the Buyer.

      "Fannie Mae" shall mean the Federal National Mortgage Association, and its
      successors in interest.

      "Fannie Mae Flex 100 Mortgage Loan" shall mean an Eligible Asset which
      meets all criteria of the Fannie Mae Flex 100 program.

      "Fannie Mae Flex 100 Sub-Limit" shall mean $2,000,000.

      "Foreclosed Loan" shall mean a loan the property securing which has been
      foreclosed upon by Seller.

      "Freddie Facility" means the financing facility between the Seller and
      Freddie Mac, as may be amended from time to time, and all other documents
      or agreements executed in connection therewith, or replacement facilities
      with substantially similar terms (including, but not limited to, amounts
      and rates) with financial institutions approved by Buyer.

      "Freddie Mac" shall mean the Federal Home Loan Mortgage Corporation, and
      its successors in interest.

      "GAAP" shall mean generally accepted accounting principles as in effect
      from time to time in the United States.

      "Governmental Authority" shall mean any nation or government, any state or
      other political subdivision thereof, any entity exercising executive,
      legislative, judicial,

                                      -10-
<PAGE>

      regulatory or administrative functions of or pertaining to government and
      any court or arbitrator having jurisdiction over Seller, any of its
      Subsidiaries or any of their properties.

      "Greenwich Capital Facility" means the Whole Loan Purchase and Sale
      Agreement, dated as of January 1, 2004, by and between AHMC, CNI and
      Greenwich Capital Financial Products, Inc.

      "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 another Person, to purchase assets, goods, securities or
      services, or to agree to take-or-pay arrangement 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, or other
      principal and interest advances made in the ordinary course of servicing
      the Mortgage Loans. 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.

      "HELOC" shall mean a home equity revolving line of credit secured by a
      Mortgage, deed of trust or other instrument creating a second lien on the
      related Mortgaged Property, which lien secures the related Credit Line
      Agreement and which related first lien is also an Eligible Asset subject
      to an outstanding Transaction under this Agreement at any time that such
      HELOC is requested to be, or is, subject to an outstanding Transaction
      under this Agreement.

      "HELOC Sub-Limit" shall mean $30,000,000.

      "Income" shall mean, with respect to any Mortgage Loan at any time, all
      collections and proceeds on or in respect of the Mortgage Loans,
      including, without limitation, any principal thereof then payable and all
      interest or other distributions payable thereon less any related servicing
      fee(s) charged by Servicer.

      "Indebtedness" shall mean, for any Person: (a) obligations created, issued
      or incurred by such Person for borrowed money (whether by loan, the
      issuance and sale of debt securities or the sale of Property to another
      Person subject to an understanding or agreement, contingent or otherwise,
      to repurchase such Property from such Person); (b) obligations of such
      Person to pay the deferred purchase or acquisition price of Property or
      services, other than trade accounts payable (other than for borrowed
      money) arising, and accrued expenses incurred, in the ordinary course of
      business so long as such trade accounts payable are payable within 90 days
      of the date the respective goods are delivered or the respective services
      are rendered; (c) Indebtedness of others secured by a Lien on the Property
      of such Person, whether or not the respective Indebtedness so

                                      -11-
<PAGE>

      secured has been assumed by such Person; (d) obligations (contingent or
      otherwise) of such Person in respect of letters of credit or similar
      instruments issued or accepted by banks and other financial institutions
      for account of such Person; (e) obligations of such Person under
      repurchase agreements, sale/buy-back agreements or like arrangements; (f)
      Indebtedness of others Guaranteed by such Person; (g) all obligations of
      such Person incurred in connection with the acquisition or carrying of
      fixed assets by such Person; (h) Indebtedness of general partnerships of
      which such Person is secondarily or contingently liable (other than by
      endorsement of instruments in the course of collection), whether by reason
      of any agreement to acquire such indebtedness to supply or advance sums or
      otherwise; and (i) Capital Lease Obligations of such Person.

      "Interest-Only Loan" shall mean any Mortgage Loan as to which scheduled
      payments only include interest for an initial period of not more than 10
      years, after which such Mortgage Loan will fully amortize to maturity.

      "Interest-Only Sub-Limit" shall mean $90,000,000.

      "Interest Rate Protection Agreement" shall mean, with respect to any or
      all of the Mortgage Loans, any short sale of US Treasury securities, or
      futures contract, or options related contract, or interest rate swap, cap
      or collar agreement or similar arrangement providing for protection
      against fluctuations in interest rates or the exchange of nominal interest
      obligations, either generally or under specific contingencies and
      acceptable to Buyer.

      "Interim Funder" shall mean, with respect to each MERS Designated Mortgage
      Loan, the Person named on the MERS(R) System as the interim funder
      pursuant to the MERS Procedures Manual.

      "Investor" shall mean, with respect to each MERS Designated Mortgage Loan,
      the Person named on the MERS(R) System as the investor pursuant to the
      MERS Procedures Manual.

      "Jumbo Mortgage Loans" shall mean an Eligible Asset which meets all
      criteria of Fannie Mae or Freddie Mac except that the outstanding
      principal balance thereof at origination was in excess of Fannie Mae or
      Freddie Mac's guidelines which is secured by a first lien on the related
      Mortgaged Property.

      "Late Payment Fee" has the meaning specified in Section 5(b).

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

      "Loan-to-Value Ratio" or "LTV" means with respect to any Mortgage Loan,
      the ratio of the original outstanding principal amount (or with respect to
      a HELOC, the Credit Limit) of such Mortgage Loan at the time of
      origination to the lesser of (a) the Appraised Value of the related
      Mortgaged Property at origination of such Mortgage Loan and (b) if the
      related Mortgaged Property was purchased within twelve (12) months of the
      origination of such Mortgage Loan, the purchase price of the related
      Mortgaged Property.

                                      -12-
<PAGE>

      "Manufactured Housing Sub-Limit" shall mean $2,000,000.

      "Margin Base" shall mean the aggregate Asset Value of all Purchased Assets
      which are Eligible Assets.

      "Margin Deficit" has the meaning specified in Section 4.

      "Market Value" shall mean, as of any date in respect of any Mortgage Loan,
      the price at which such Mortgage Loan could readily be sold as determined
      by Buyer, which price may be determined to be zero. Buyer's determination
      of Market Value shall be conclusive upon the parties absent manifest error
      on the part of Buyer.

      "Material Adverse Effect" shall mean a material adverse effect on (a) the
      Property, business, operations, financial condition or prospects of any
      Seller Entity, (b) the ability of any Seller Entity to perform its
      respective obligations under any of the Repurchase Documents to which it
      is a party, (c) the validity or enforceability of any of the Repurchase
      Documents, (d) the rights and remedies of Buyer under any of the
      Repurchase Documents, (e) the timely payment of any amounts payable under
      the Repurchase Documents, or (f) the Asset Value of the Purchased Assets.

      "Maximum Amount" shall mean $450,000,000.

      "Maximum Committed Amount" shall mean $200,000,000.

      "Maximum Uncommitted Amount" shall mean $250,000,000.

      "MERS" shall mean Mortgage Electronic Registration Systems, Inc., and
      its successors in interest.

      "MERS Designated Mortgage Loan" shall mean a Mortgage Loan for which the
      Seller has designated or will designate MERS as, and has taken or will
      take such action as is necessary to cause MERS to be, the mortgagee of
      record, as nominee for the Seller, in accordance with the MERS Procedure
      Manual.

      "MERS Procedure Manual" shall mean the MERS Procedures Manual attached as
      Exhibit B to the Electronic Tracking Agreement, as it may be amended,
      supplemented or otherwise modified from time to time.

      "MERS Report" shall mean the schedule listing MERS Designated Mortgage
      Loans and other information prepared by the Electronic Agent pursuant to
      the Electronic Tracking Agreement.

      "MERS(R) System" shall mean the Electronic Agent's mortgage electronic
      registry system, as more particularly described in the MERS Procedures
      Manual.

      "Morgan Facility" means the Amended and Restated Master Loan and Security
      Agreement, dated as of November 26, 2003, by and among AHMC, AHMIC, AHMA,

                                      -13-
<PAGE>

      AHMH, CNI, the Lenders from time parties thereto and Morgan Stanley
      Mortgage Capital Inc. r.

      "Mortgage" shall mean with respect to a Mortgage Loan that is not a Co-op
      Loan, the mortgage, deed of trust or other instrument securing a Mortgage
      Note, which creates a first lien or second lien on a fee simple
      Residential Dwelling securing the Mortgage Note and with respect to a
      Co-op Loan, the Co-op Security Agreement.

      "Mortgage File" shall have the meaning assigned thereto in the Custodial
      and Disbursement Agreement.

      "Mortgage Loan" shall mean a mortgage loan or HELOC originated in
      accordance with the Underwriting Guidelines which Custodian has been
      instructed to hold for Buyer pursuant to the Custodial and Disbursement
      Agreement, including any Wet-Ink Mortgage Loan listed on a Transaction
      Request, and which Mortgage Loan includes, without limitation, (i) a
      Mortgage Note and related Mortgage or Credit Line Agreement, and (ii) all
      right, title and interest of Seller in and to the Mortgaged Property
      covered by such Mortgage.

      "Mortgage Note" shall mean the original executed promissory note or other
      evidence of the indebtedness of a Mortgagor with respect to a Mortgage
      Loan.

      "Mortgaged Property" shall mean, with respect to a Mortgage Loan that is
      not a Co-op Loan, a fee simple interest in 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 Mortgage Note. With respect to a
      Co-op Loan, the stock allocated to a dwelling unit in the residential
      cooperative housing corporation that was pledged to secure such Co-op Loan
      and the related Co-op Lease.

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

      "Mortgagor" shall mean the obligor or obligors on a Mortgage 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.

      "N/O/O Sub-Limit" shall mean $3,000,000.

      "Net Income" shall mean, with respect to any Person for any period, the
      net income of such Person for such period as determined in accordance with
      GAAP.

      "Non-Conforming Sub-Limit" shall mean $60,000,000.

      "Official Check Disbursement Account" shall have the meaning specified in
      the Official Check Disbursement Agreement.

                                      -14-
<PAGE>

      "Official Check Disbursement Agreement" shall mean the amended and
      restated Letter Agreement, dated as of the date hereof, among each Seller
      Entity, Buyer, Disbursement Agent, Deutsche Bank Trust Company Delaware
      and Deutsche Bank Trust Company Americas as may be amended from time to
      time relating to "official" or "certified" checks.

      "Official Check Funded Loan" shall mean an Eligible Asset funded pursuant
      to the Official Check Disbursement Agreement.

      "Official Check Funding Schedule" shall have the meaning specified in the
      Official Check Disbursement Agreement.

      "Payment Calculation Date" shall mean the tenth (10th) day of each month.

      "Payment Date" shall mean two (2) Business Days after the Payment
      Calculation Date.

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

      "Periodic Advance Repurchase Payment" has the meaning specified in Section
      5(b).

      "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 any Seller or any ERISA Affiliate and covered by Title IV of
      ERISA, other than a Multiemployer Plan.

      "Post-Default Rate" shall mean, in respect of any day a Transaction is
      outstanding or any other amount under this Agreement or any other
      Repurchase Document that is not paid when due to Buyer at the stated
      Repurchase Date or otherwise when due (a "Post-Default Day"), a rate per
      annum on a 360 day per year basis 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% per annum plus the Prime Rate on such Post-Default Day.

      "Price Differential" means, with respect to any Transaction hereunder as
      of any date, the aggregate amount obtained by daily application of the
      Pricing Rate for such Transaction to the Purchase Price for such
      Transaction on a 360 day per year basis for the actual number of days
      during the period commencing on (and including) the Purchase Date for such
      Transaction and ending on (but excluding) the Repurchase Date (reduced by
      any amount of such Price Differential previously paid by Seller to Buyer
      with respect to such Transaction).

      "Pricing Rate" shall mean with respect to any Class of Mortgage Loans and
      any date of determination a rate per annum equal to the sum of (a) the
      Eurodollar Rate applicable on such date plus (b) the Pricing Spread for
      such Class applicable on such date.

                                      -15-
<PAGE>

      "Pricing Spread" shall mean (a) with respect to each Committed Transaction
      with respect to any Class of Mortgage Loan, the rate per annum
      corresponding to such Class as set forth in the table below:

                           Class                  Pricing Spread
            -----------------------------------   --------------

            Conforming Mortgage Loan                0.75%

            Jumbo Mortgage Loan                     0.75%

            Super Jumbo Mortgage Loan               0.75%

            Alt-A First Lien Mortgage Loan          0.85%
            Alt-A Second Lien Mortgage Loan         0.85%
            HELOC                                   0.90%
            Sub-Prime First Lien Mortgage Loan      0.95%
            Sub-Prime Second Lien Mortgage Loan     0.95%
            Wet-Ink Mortgage Loans                  1.00%
            Repurchased Loans                       1.75%

      and (b) with respect to each Uncommitted Transaction, a percentage to be
      determined by Buyer in its sole discretion; provided, that should a
      Mortgage Loan qualify for more than one Class as of any date of
      determination, then the Pricing Spread, subject to clause (b), shall be
      the Pricing Spread of the Class for which such Mortgage Loan qualifies
      that produces the greatest Pricing Rate.

      "Prime Rate" shall mean the prime rate announced to be in effect from time
      to time, as published as the average rate in The Wall Street Journal.

      "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.

      "Purchase Agreement" shall mean any purchase agreement by and between
      Seller and any third party, including without limitation, any Affiliate of
      Seller, pursuant to which Seller has purchased assets subsequently sold to
      Buyer hereunder.

      "Purchase Date" shall mean the date on which Purchased Assets are
      transferred by Seller to Buyer or its designee (including Custodian).

      "Purchase Percentage" shall mean, with respect to each Committed
      Transaction with respect to any Class of Mortgage Loan, the applicable
      percentage corresponding to such Class as set forth in the table below:



                                      -16-
<PAGE>

                                                Purchase
                         Class                 Percentage
            -------------------------------   ------------

            Conforming Mortgage Loan            98%
            Jumbo Mortgage Loan                 98%
            Super Jumbo Mortgage Loan           98%
            Alt-A First Lien Mortgage Loan      98%
            Alt-A Second Lien Mortgage Loan     95%
            Sub-Prime First Lien Mortgage       98%
            Loan
            Sub-Prime Second Lien Mortgage      95%
            Loan
            HELOC                               95%

      provided that with respect to each Uncommitted Transaction, such
      percentage as is acceptable to Buyer in its sole discretion and set forth
      in the related Confirmation; provided further that should a Mortgage Loan
      qualify for more than one Class, then the Purchase Percentage, subject to
      the preceding proviso, shall be the Purchase Percentage of the Class for
      which such Mortgage Loan qualifies which produces the lowest percentage.

      "Purchase Price" shall mean on each Purchase Date, the price at which
      Purchased Assets are transferred by Seller to Buyer or its designee
      (including Custodian) which shall equal the Asset Value for such Purchased
      Assets on the Purchase Date.

      "Purchased Assets" shall mean the Mortgage Loans sold by Seller to Buyer
      in a Transaction.

      "Purchased Items" has the meaning specified in Section 7.

      "Qualified Originator" means an originator of Mortgage Loans acceptable to
      Buyer in its sole discretion.

      "Regulations T, U and X" shall mean Regulations T, U and X of the Board of
      Governors of the Federal Reserve System (or any successor), as the same
      may be modified and supplemented and in effect from time to time.

      "REIT" shall mean a real estate investment trust, as defined in Section
      856(a) of the Code.

      "REIT Distribution Requirement" shall mean distributions reasonably
      necessary for AHMIC to maintain its REIT Status and not be subject to
      corporate level tax based on income or to excise tax under Section 4981 of
      the Code.

      "REIT Status" shall mean, with respect to any Person, such Person's status
      as a real estate investment trust, as defined in Section 856(a) of the
      Code, that satisfies the conditions and limitations set forth in Section
      856(b) and 856(c) of the Code.

                                      -17-
<PAGE>

      "REO Property" shall mean real property acquired by Seller, including a
      Mortgaged Property acquired through foreclosure of a Mortgage Loan or by
      deed in lieu of such foreclosure.

      "Reportable Event" shall mean any of the events set forth in Section
      4043(b) of ERISA or a successor provision thereof, 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. ss. 2615 or one or more successor
      provision thereof.

      "Repurchase Date" shall mean the date on which Seller is to repurchase the
      Purchased Assets from Buyer as specified in the related Confirmation
      including any date determined by application of the provisions of Sections
      3 or 13 which date shall be specified as "open" unless otherwise requested
      by Seller and agreed by Buyer; provided that in no event shall the
      Repurchase Date be in excess of 364 days after the Purchase Date. If the
      Transaction is "open", the Repurchase Date shall be one (1) Business Day
      after the date upon which either Buyer (in its sole discretion) or the
      Seller (in its sole discretion) provides to the other written notice of
      its intention to sell or repurchase, as applicable, the applicable
      Mortgage Loans; provided that the Repurchase Date (with respect to any
      Committed Transaction) for a repurchase arising due to the failure of the
      Seller to satisfy the condition set forth in Section 3(b)(20) shall be no
      later than 30 days after the date upon which the Buyer provides notice of
      its intention to terminate this facility; and provided further that the
      Repurchase Date shall not, in any event, exceed 364 days from the date
      hereof.

      "Repurchase Documents" shall mean this Agreement, the Custodial and
      Disbursement Agreement, the Account Agreement, the Check Disbursement
      Agreement and the Official Check Disbursement Agreement and all other
      documents or agreements executed connection therewith.

      "Repurchase Obligations" shall have the meaning specified in Section 7(b).

      "Repurchase Price" means the price at which Purchased Assets are to be
      transferred from Buyer or its designee (including Custodian) to Seller
      upon termination of a Transaction, which will be determined in each case
      (including Transactions terminable upon demand) as the sum of the Purchase
      Price and the Price Differential as of the date of such determination
      decreased by all cash, Income and Periodic Advance Repurchase Payments
      (including Late Payment Fees, if any) actually received by Buyer pursuant
      to Sections 5(a) or 5(b), respectively.

      "Repurchased Appraised Value" shall mean the value set forth in an
      appraisal made no earlier than 30 days prior to the Purchase Date of a
      Repurchased Mortgage Loan by an appraiser satisfactory to Buyer in its
      sole discretion, as the value of the Mortgaged Property.

      "Repurchased Mortgage Loan" shall mean an Eligible Asset with a current
      outstanding principal balance not in excess of $750,000 which is a
      Conforming Mortgage Loan, a Jumbo Mortgage Loan, an Alt-A First Lien
      Mortgage Loan or a Sub-Prime First Mortgage Loan but in each case is not a
      Wet-Ink Mortgage Loan or a Second Lien

                                      -18-
<PAGE>

      Mortgage Loan, which has previously been sold to a warehouse lender under
      a gestation or similar facility and is required to be repurchased
      thereunder by the Seller for which Seller has obtained an appraisal by an
      appraiser satisfactory to Buyer in its sole discretion not earlier than 30
      days prior to the requested Purchase Date for such Mortgage Loan. In no
      event shall Buyer be required to purchase a "Repurchased Mortgage Loan"
      (a) unless Seller has delivered to Buyer an appraisal meeting the criteria
      in the preceding sentence, (b) if such Mortgage Loan is the subject of a
      contested foreclosure, (c) if such Mortgage Loan has an obligor that has
      filed for bankruptcy relief, or (d) if such Mortgage Loan is the subject
      of any fraud or suspected fraud on the part of the obligor thereunder.

      "Repurchased Mortgage Loan Sub-Limit" shall mean $4,000,000; provided
      however, that if the aggregate Purchase Price of all Transactions
      outstanding hereunder on such date of determination is less than
      $75,000,000 after giving effect to any requested Transactions, then the
      Repurchased Mortgage Loan Sub-Limit shall mean 2% of the aggregate
      Purchase Price of all Transactions outstanding hereunder on such date of
      determination.

      "Request for Additional Transactions for Excess Margin" shall have the
      meaning specified in Section 3(q)(1).

      "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.

      "Residential Dwelling" shall mean any one of the following: (i) a detached
      single family dwelling, (ii) a two-to-four family dwelling, (iii) a
      co-operative unit, (iv) a unit in a condominium project, or (v) a detached
      single family dwelling in a planned unit development. Mortgaged Properties
      that consist of the following property types are not Residential
      Dwellings: (a) log homes, (b) earthen homes, (c) underground homes, (d)
      mobile homes, (e) any dwelling situated on more than ten acres of property
      and (f) any dwelling situated on a leasehold estate.

      "Responsible Officer" shall mean, as to any Person, the chief executive
      officer, the chief financial officer, the treasurer or the chief operating
      officer of such Person.

      "RFC Facility" means the First Amended and Restated Warehousing Credit,
      Term Loan and Security Agreement, dated as of May 30, 2003, among AHMC,
      CNI, the Lenders party thereto, Residential Funding Corporation, U.S. Bank
      National Association and Manufacturers and Traders Trust Company.

      "Second Lien Mortgage Loan" shall mean an Eligible Asset secured by a lien
      on the Mortgaged Property, which is subject to one prior lien on such
      Mortgaged Property.

      "Security Agreement" shall mean with respect to any Mortgage Loan, any
      contract, instrument or other document related to security for repayment
      thereof (other than the related Mortgage and Mortgage Note), executed by
      the Mortgagor and/or others in

                                      -19-
<PAGE>

      connection with such Mortgage Loan, including without limitation, any
      security agreement, guaranty, title insurance policy, hazard insurance
      policy, chattel mortgage, letter of credit or certificate of deposit or
      other pledged accounts, and any other documents and records relating to
      any of the foregoing.

      "Seller" shall mean, collectively, AHMC, AHMIC, AHMA, AHMH and CNI, and
      their respective successors in interest.

      "Seller Asset Schedule" shall have the meaning assigned thereto in the
      Custodial and Disbursement Agreement.

      "Seller-Related Obligations" shall mean any obligations, representations,
      warranties and covenants of Seller hereunder and under any other
      arrangement between Seller or an Affiliate of Seller on the one hand and
      Buyer or an Affiliate of Buyer on the other hand.

      "Servicer" shall have the meaning specified in Section 24.

      "Servicer Account" shall mean any account established by Servicer in
      connection with the servicing of the Mortgage Loans.

      "Servicer Notice" shall mean the notice from each Seller Entity to
      Servicer, substantially in the form of Exhibit VII attached hereto.

      "Servicing Agreement" has the meaning specified in Section 24.

      "Servicing File" means with respect to each Mortgage Loan, the file
      retained by Seller consisting of originals of all documents in the
      Mortgage File which are not delivered to a Custodian and copies of all
      documents in the Mortgage File set forth in Section 2 of the Custodial and
      Disbursement Agreement.

      "Servicing Records" has the meaning specified in Section 24.

      "Settlement Agent" shall mean, with respect to any Transaction, the entity
      approved by Buyer, in its sole discretion, which may be a title company,
      escrow company or attorney in accordance with local law and practice in
      the jurisdiction where the related Wet-Ink Mortgage Loan is being
      originated, to which the proceeds of such Transaction are to be wired
      pursuant to Section 3.

      "Sub-Limit" shall mean each of the Non-Conforming Sub-Limit, the Sub-Prime
      Sub-Limit, the Sub-Prime Second Lien Sub-Limit, the Credit Sub-Limit, the
      Manufactured Housing Sub-Limit, the N/O/O Sub-Limit, the Co-op Sub-Limit,
      the Fannie Mae Flex 100 Sub-Limit, the Super Jumbo Sub-Limit, the HELOC
      Sub-Limit and the Repurchased Mortgage Loan Sub-Limit. For purpose of
      determining a violation of a Sub-Limit hereunder, (1) at no time shall the
      aggregate of the Asset Value of all Mortgage Loans subject to outstanding
      transactions hereunder violate any single Sub-Limit and (2) to the extent
      that there are both Committed Transactions and Uncommitted Transactions
      outstanding hereunder, at no time shall the aggregate Asset Value of
      Mortgage Loans subject to (a) a Committed Transaction be in excess of the
      applicable

                                      -20-
<PAGE>

      Sub-Limit Percentage or (b) an Uncommitted Transaction be in excess of the
      applicable Sub-Limit Percentage.

      "Sub-Limit Percentage" shall mean the aggregate Asset Value multiplied by
      a percentage equal to the percentage of all outstanding Transactions which
      are Committed Transactions or Uncommitted Transactions, as applicable.

      "Sub-Prime First Mortgage Loan" shall mean an Eligible Asset which is a
      Sub-Prime Mortgage Loan and a First Lien Mortgage Loan.

      "Sub-Prime Mortgage Loan" shall mean an Eligible Asset which is a Mortgage
      Loan made to a Mortgagor of less than "A-" credit quality secured by a
      lien on a single-family Residential Dwelling.

      "Sub-Prime Second Lien Sub-Limit" shall mean $5,000,000.

      "Sub-Prime Second Mortgage Loan" shall mean an Eligible Asset which is a
      Sub-Prime Mortgage Loan and a Second Lien Mortgage Loan.

      "Sub-Prime Sub-Limit" shall mean $30,000,000.

      "Subsidiary" shall mean, with respect to any Person, any corporation,
      partnership, limited liability company or other entity of which at least a
      majority of the securities or other ownership interests having by the
      terms thereof ordinary voting power to elect a majority of the board of
      directors or other persons performing similar functions of such
      corporation, partnership, limited liability company or other entity
      (irrespective of whether or not at the time securities or other ownership
      interests of any other class or classes of such corporation, partnership
      or other entity shall have or might have voting power by reason of the
      happening of any contingency) is at the time directly or indirectly 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.

      "Super Jumbo Mortgage Loan" shall mean an Eligible Asset which is a Jumbo
      Mortgage Loan with an outstanding principal balance at origination of
      greater than or equal to $1,000,000 but less than or equal to $5,000,000.

      "Super Jumbo Sub-Limit" shall mean $30,000,000.

      "Tangible Net Worth" shall mean as to any Person, as of a particular date,

            (a) all amounts which would be included under capital on a balance
      sheet of such Person at such date, determined in accordance with GAAP,
      less

            (b) (i) amounts owing to such Person from Affiliates, or from
      officers, employees, partners, members, directors, shareholders or other
      Persons similarly affiliated with such Person or its respective
      Affiliates, (ii) intangible assets, and (iii) the value of REO Property
      and Foreclosed Loans.

                                      -21-
<PAGE>

      "Termination Date" shall mean the date which is 364 days from the date
      hereof, which date shall be June 1, 2005 or such earlier date on which
      this Agreement shall terminate in accordance with the provisions hereof or
      by operation of law, as may be extended pursuant to Section 3(o).

      "Termination Fee" shall mean a fee payable by Seller to Buyer in
      accordance with Section 20 hereof equal to 0.10% per annum on the Maximum
      Committed Amount for the period commencing on the date of such termination
      through and including June 1, 2005.

      "Test Period" shall have the meaning specified in Section 11(m).

      "Total Indebtedness" shall mean with respect to any Person, for any
      period, the aggregate Indebtedness of such Person during such period less
      the amount of any nonspecific balance sheet reserves maintained in
      accordance with GAAP.

      "Transaction" has the meaning specified in Section 1.

      "Transaction Request" means a request from Seller to Buyer, in the form
      attached as Exhibit I hereto, to enter into a Transaction, which may be
      delivered via Electronic Transmission.

      "True Sale Certification" shall mean a true sale certification in the form
      of Exhibit VI attached hereto.

      "Trust Receipt" shall mean a trust receipt issued by Custodian to Buyer
      confirming Custodian's possession of certain Mortgage Files which are held
      by Custodian for the benefit of Buyer or the registered holder of such
      trust receipt.

      "UBS Warburg Facility" means the Amended and Restated Mortgage Loan
      Purchase Agreement, dated as of February 6, 2004, by and among UBS Real
      Estate Securities Inc., AHMIC, AHMA, AHMH, AHMC and CNI; the Amended and
      Restated Mortgage Loan Repurchase Agreement, dated as of February 6, 2004,
      by and among UBS Real Estate Securities Inc., AHMIC, AHMA, AHMH, AHMC and
      CNI; the Amended and Restated Mortgage Loan Custodial Agreement, dated as
      of February 6, 2004, by and among UBS Real Estate Securities Inc.,
      Deutsche Bank National Trust Company, AHMIC, AHMA, AHMH, AHMC and CNI; the
      Amended and Restated Mortgage Loan Participation Agreement, dated as of
      February 6, 2004, by and among UBS Real Estate Securities Inc., AHMIC,
      AHMA, AHMH, AHMC and CNI; and the Amended and Restated Custodial
      Agreement, dated as of February 6, 2004, by and among UBS Real Estate
      Securities Inc., Deutsche Bank National Trust Company, AHMIC, AHMA, AHMH,
      AHMC and CNI, each as may be amended from time to time.

      "Uncommitted Transaction" as defined in the recitals hereto.

      "Underlying Mortgaged Property" shall mean with respect to each Co-op
      Loan, the underlying real property owned by the related residential
      cooperative housing corporation.

                                      -22-
<PAGE>

      "Underwriting Guidelines" shall mean (i) with respect to each Mortgage
      Loan other than a Conforming Mortgage Loan or a Jumbo Mortgage Loan, the
      underwriting guidelines delivered by Seller to Buyer on or prior to the
      Effective Date and as may be modified or supplemented from time to time
      thereafter as approved by Buyer in its sole discretion attached hereto as
      Exhibit II and (ii) with respect to each Conforming Mortgage Loan and
      Jumbo Mortgage Loan, the guidelines set forth in the applicable guide
      published by Fannie Mae, Freddie Mac, the FHA or the VA setting forth the
      requirements each Mortgage Loan needs to satisfy in order to be eligible
      for purchase or insurance by Fannie Mae, Freddie Mac, the FHA or the VA,
      as applicable, or any other set of criteria established by Fannie Mae,
      Freddie Mac, the FHA or the VA, as applicable, that a Mortgage Loan must
      satisfy in order to be eligible for purchase or insurance by Fannie Mae,
      Freddie Mac, the FHA or the VA, as applicable, in each case, except with
      respect to the outstanding principal balance of a Jumbo Mortgage Loan.

      "Uniform Commercial Code" or "UCC" 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.

      "VA" shall mean the Veterans Administration, an agency of the United
      States of America, or any successor thereto including the Administrator of
      Veterans Affairs.

      "Wet-Ink Mortgage Loan" shall mean an Eligible Asset which is sold to
      Buyer simultaneously with or one day prior to the origination thereof by
      Seller, which origination is in accordance with the Underwriting
      Guidelines and is funded in part or in whole with proceeds of the sale of
      the Eligible Asset to Buyer advanced directly to a Settlement Agent or
      with respect to a Check Funded Loan, pursuant to the Custodial and
      Disbursement Agreement and Check Disbursement Agreement or Official Check
      Disbursement Agreement, as applicable.

      "Wet-Ink Sub-Limit" shall mean with respect to (i) all Committed
      Transactions on any of the first five (5) Business Days and the last three
      (3) Business Days of each calendar month $100,000,000 and at all other
      times, $80,000,000 and (ii) Uncommitted Transactions on any of the first
      five (5) Business Days and the last three (3) Business Days of each
      calendar month $175,000,000 and at all other times $150,000,000.

3.    INITIATION; TERMINATION

(a)   Conditions Precedent to Effective Date. It is a condition precedent to the
      Effective Date hereof, and Buyer's obligations hereunder are subject to
      the satisfaction of the condition precedent that Buyer shall have received
      from Seller any fees and expenses payable hereunder, and all of the
      following documents, each of which shall be satisfactory in form and
      substance to Buyer and its counsel:

                                      -23-
<PAGE>

      (1)   The following Repurchase Documents delivered to Buyer:

                        (A) Master Repurchase Agreement. This Second Amended and
                  Restated Master Repurchase Agreement duly completed and
                  executed by the parties thereto. In addition, Seller shall
                  have taken such other action as Buyer shall have requested in
                  order to perfect the security interests created pursuant to
                  this Agreement, including filing of UCC financing statements
                  in form and substance satisfactory to Buyer;

                        (B) Custodial and Disbursement Agreement. The Second
                  Amended and Restated Custodial and Disbursement Agreement,
                  duly executed and delivered by each party thereto. In
                  addition, Seller shall have taken such other action as Buyer
                  shall have requested in order to transfer the Purchased Assets
                  pursuant to this Agreement;

                        (C) Check Disbursement Agreement. The Amended and
                  Restated Check Disbursement Agreement, duly executed and
                  delivered by each party thereto.

                        (D) Official Check Disbursement Agreement. The Amended
                  and Restated Official Check Disbursement Agreement duly
                  executed and delivered by each party thereto.

                        (E) Consents and Waivers. Any and all consents and
                  waivers required under the Existing Financing Facilities; and

                        (F) UCC Financing Statements. UCC Financing Statements
                  naming each Seller Entity as Debtor and Buyer as Secured Party
                  and describing the Purchased Items.

      (2)   Opinions of Counsel. An opinion or opinions of outside counsel to
            each Seller Entity, substantially in the form of Exhibit III;

      (3)   Organizational Documents. A good standing certificate and certified
            copies of the charter and by-laws (or equivalent documents) of each
            Seller Entity and of all corporate or other authority for each
            Seller Entity with respect to the execution, delivery and
            performance of the Repurchase Documents and each other document to
            be delivered by each Seller Entity from time to time in connection
            herewith (and Buyer may conclusively rely on such certificate until
            it receives notice in writing from such Seller Entity, as applicable
            to the contrary);

      (4)   Underwriting Guidelines. A copy of Seller's current Underwriting
            Guidelines, and any material changes to the Underwriting Guidelines
            made since the Underwriting Guidelines were last delivered to Buyer;

      (5)   Other Documents. Such other documents as Buyer may reasonably
            request, in form and substance reasonably acceptable to Buyer; and

                                      -24-
<PAGE>

      (6)   Commitment Fee. Seller shall have paid to Buyer the Commitment Fee.

(b)   Conditions Precedent to all Transactions. Buyer's obligation to enter
      into each Committed Transaction (including the initial Transaction)
      and, in the event Buyer chooses, in its sole discretion, to enter into
      an Uncommitted Transaction pursuant to Section 3(c) below, Buyer's
      obligation to enter into each Uncommitted Transaction, is subject to
      the satisfaction of the following further conditions precedent, both
      immediately prior to entering into such Transaction and also after
      giving effect to the consummation thereof and the intended use of the
      proceeds of the sale:

      (1)   Seller shall have delivered a Transaction Request via Electronic
            Transmission in accordance with the procedures set forth in Section
            3(c).

      (2)   no Default or Event of Default shall have occurred and be continuing
            under the Repurchase Documents;

      (3)   after giving effect to the requested Transaction, the aggregate
            outstanding Purchase Price of the Transactions outstanding shall not
            exceed the Maximum Amount;

      (4)   both immediately prior to the requested Transaction and also after
            giving effect thereto and to the intended use thereof, the
            representations and warranties made by Seller in Section 10, shall
            be true, correct and complete on and as of such Purchase Date in all
            material respects with the same force and effect as if made on and
            as of such date (or, if any such representation or warranty is
            expressly stated to have been made as of a specific date, as of such
            specific date);

      (5)   after giving effect to the requested Transaction, the aggregate
            outstanding Purchase Price of the Transactions outstanding shall not
            exceed the Asset Value of all the Purchased Assets subject to
            outstanding Transactions;

      (6)   subject to Buyer's right to perform one or more Due Diligence
            Reviews pursuant to Section 26, Buyer shall have completed its due
            diligence review of the Mortgage File for each Purchased Asset, and
            such other documents, records, agreements, instruments, mortgaged
            properties or information relating to such Purchased Asset as Buyer
            in its sole discretion deems appropriate to review and such review
            shall be satisfactory to Buyer in its sole discretion;

      (7)   with respect to any Eligible Asset to be purchased hereunder on the
            related Purchase Date which is not serviced by the Seller, Seller
            shall have provided to Buyer a copy of the related Servicing
            Agreement, certified as a true, correct and complete copy of the
            original, together with a Servicer Notice, fully executed by Seller
            and the Servicer;

      (8)   Buyer shall have received all fees and expenses of counsel to Buyer
            as contemplated by Section 14(b) and, to the extent Seller is
            required hereunder to reimburse Buyer for such amounts, Buyer shall
            have received the reasonable costs and expenses incurred by it in
            connection with the entering into of any

                                      -25-
<PAGE>

            Transaction hereunder, including, without limitation, costs
            associated with due diligence recording or other administrative
            expenses necessary or incidental to the execution of any Transaction
            hereunder, which amounts, at Buyer's option, may be withheld from
            the sale proceeds of any Transaction hereunder;

(9)         Buyer shall have approved, in its sole discretion, all exceptions to
            the Underwriting Guidelines;

(10)        none of the following shall have occurred and/or be continuing:

                        (A) an event or events shall have occurred in the good
                  faith determination of Buyer resulting in the effective
                  absence of a "repo market" or comparable "lending market" for
                  financing debt obligations secured by mortgage loans or
                  securities or an event or events shall have occurred resulting
                  in Buyer not being able to finance Purchased Assets through
                  the "repo market" or "lending market" with traditional
                  counterparties at rates which would have been reasonable prior
                  to the occurrence of such event or events; or

                        (B) an event or events shall have occurred resulting in
                  the effective absence of a "securities market" for securities
                  backed by mortgage loans or an event or events shall have
                  occurred resulting in Buyer not being able to sell securities
                  backed by mortgage loans at prices which would have been
                  reasonable prior to such event or events; or

                        (C) there shall have occurred 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 this Agreement;

      (11)  with respect to each Eligible Asset that is not a Wet-Ink Mortgage
            Loan, Buyer shall have received from Custodian on each Purchase Date
            an Asset Schedule and Exception Report, dated the Purchase Date,
            duly completed and with exceptions acceptable to Buyer in its sole
            discretion in respect of Eligible Assets to be purchased hereunder
            on such Business Day;

      (12)  Buyer shall have received from Seller a Warehouse Lender's Release
            Letter substantially in the form attached to the Custodial and
            Disbursement Agreement (or such other form acceptable to Buyer) or a
            Seller's Release Letter substantially in the form attached to the
            Custodial and Disbursement Agreement (or such other form acceptable
            to Buyer) covering each Eligible Asset to be sold to Buyer;

      (13)  prior to the purchase of any Mortgage Loan acquired (by purchase or
            otherwise) by Seller from any third party, including without
            limitation, any Affiliate of Seller, Buyer shall have received a
            True Sale Certification;

      (14)  Buyer shall not have determined that the introduction of, or a
            change in, any Requirement

                                      -26-
<PAGE>

            of Law or in the interpretation or administration of any Requirement
            of Law applicable to Buyer has made it unlawful, and no Governmental
            Authority shall have asserted that it is unlawful, for Buyer to
            enter into Transactions;

      (15)  the Repurchase Date for such Transaction is not later than the
            Termination Date;

      (16)  after giving effect to the requested Committed Transaction, the
            aggregate amount of outstanding Committed Transactions shall not
            have Purchase Prices in excess of the Maximum Committed Amount;

      (17)  after giving effect to the requested Uncommitted Transaction, the
            aggregate amount of outstanding Uncommitted Transactions shall not
            have Purchase Prices in excess of the Maximum Uncommitted Amount;

      (18)  to the extent there are any MERS Designated Mortgage Loans, Buyer
            shall have received from Seller a copy of a fully executed
            Electronic Tracking Agreement;

      (19)  Buyer shall have received from Seller, with respect to MERS
            Designated Mortgage Loans, a MERS Report reflecting Seller as
            Investor and no Person named in the Interim Funder field for each
            such MERS Designated Mortgage Loan;

      (20)  immediately prior to the requested Transaction and also after giving
            effect thereto and to the intended use of the proceeds thereof, the
            Tangible Net Worth of AHMIC and its consolidated Subsidiaries shall
            be at least $500,000,000; provided, however, that in no event shall
            the Seller's failure to meet such Tangible Net Worth test result in
            any Non-Use Fee or Termination Fee to the Seller hereunder; and

      (21)  immediately prior to the requested Transaction and also after giving
            effect thereto and to the intended use of the proceeds thereof,
            Seller shall not permit, for any period of three (3) consecutive
            calendar months, Net Income of AHMIC and its consolidated
            Subsidiaries for such period determined on a monthly basis, before
            income taxes for such period and distributions made during such
            period, to be less than $1.00.

      With respect to any failure of condition precedent to any Transaction
      resulting from the failure of Buyer to approve any replacement facility to
      the Existing Facilities, in no event shall such failure result in any
      Non-Use Fee or Termination Fee to the Seller hereunder.

      Each Transaction Request delivered by Seller hereunder shall constitute a
      certification by Seller that all the conditions set forth in this Section
      3(b) have been satisfied (both as of the date of such notice or request
      and as of the date of such purchase) and shall be deemed to be a request
      for a Committed Transaction; provided that after giving effect to the
      requested Committed Transaction, the aggregate amount of outstanding
      Committed Transactions shall not have Purchase Prices in excess of the
      Maximum Committed Amount, in which case such request shall be deemed a
      request for an Uncommitted Transaction.

                                      -27-
<PAGE>

(c)   This Agreement is not a commitment by Buyer to enter into Uncommitted
      Transactions with Seller but rather sets forth the procedures to be
      used in connection with periodic requests for Buyer to enter into
      Uncommitted Transactions with Seller. Seller hereby acknowledges that
      Buyer is under no obligation to agree to enter into, or to enter into,
      any Uncommitted Transaction pursuant to this Agreement. Seller shall
      request a Transaction by delivering to Custodian, Disbursement Agent
      and Buyer via Electronic Transmission a request in the form of
      Exhibit I attached hereto (a "Transaction Request") in accordance with
      the timeframe set forth in Section 3(a) of the Custodial and
      Disbursement Agreement. Such Transaction Request shall describe the
      Purchased Assets in a Seller Asset Schedule and set forth (i) the
      Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date,
      (iv) the Pricing Rate applicable to the Transaction, (v) the applicable
      Purchase Percentages, (vi) the applicable Class or Classes for each
      Mortgage Loan for which Seller is requesting the Transaction and
      (vii) additional terms or conditions not inconsistent with this
      Agreement.

      With respect to any request for an Uncommitted Transaction, unless
      otherwise agreed in writing, upon receipt of the Transaction Request,
      Buyer may, in its sole discretion, agree to enter into that portion of the
      requested Transaction representing a request for an Uncommitted
      Transaction, and such agreement shall be evidenced by a Confirmation to be
      delivered to Seller on the Purchase Date as described below.

      On each Purchase Date, Buyer shall forward to Seller a confirmation (a
      "Confirmation") by Electronic Transmission setting forth with respect to
      each Transaction funded on such date, (1) the mortgage loan number, (2)
      the Purchase Price for such Purchased Assets, (3) the Market Value of the
      related Mortgage Loans as of the date of such Confirmation, (4) the
      outstanding principal amount of the related Mortgage Loans, (5) the
      Repurchase Date, (6) the Pricing Rate and (7) the Class designations of
      such Purchased Assets. Buyer shall forward to Seller a revised
      Confirmation by Electronic Transmission notifying Seller as to any changes
      made by Buyer in the Pricing Spread, Purchase Percentage or Reduction
      Amount pursuant to the terms hereof.

      On each date that all the documents set forth in Section 2(a)(i) of the
      Custodial and Disbursement Agreement are received by the Custodian with
      respect to any Wet-Ink Mortgage Loan, and Custodian delivers to Buyer a
      Trust Receipt attaching an Asset Schedule and Exception Report with
      respect to such Eligible Assets, Buyer shall forward to Seller a new
      Confirmation by Electronic Transmission setting forth the following
      information, updated to reflect the revised Pricing Rate, and, if
      applicable, Market Value as a result of the conversion of such Mortgage
      Loan, (1) the mortgage loan number, (2) the Purchase Price for such
      Purchased Assets, (3) the Market Value of the related Mortgage Loans, (4)
      the outstanding principal amount of the related Mortgage Loans, (5) the
      Repurchase Date, (6) the Pricing Rate and (7) the Class designations of
      such Purchased Assets.

      In the event Seller disagrees with any terms of the Confirmation, Seller
      shall notify Buyer in writing of such disagreement within one (1) Business
      Day after receipt of such Confirmation unless a corrected Confirmation is
      sent by Buyer. An objection sent by Seller must state specifically that it
      is an objection, must specify the provision(s) being

                                      -28-
<PAGE>

      objected to by Seller, must set forth such provision(s) in the manner that
      Seller believes they should be stated, and must be received by Buyer no
      more than one (1) Business Day after the Confirmation was received by
      Seller.

(d)   Any Confirmation by Buyer shall be deemed to have been received by Seller
      on the date actually received by Seller.

(e)   Except as set forth in Section 3(c), each Confirmation, together with
      this Agreement, shall constitute conclusive evidence of the terms
      agreed between Buyer and Seller with respect to the Transaction to
      which the Confirmation relates, and Seller's acceptance of the related
      proceeds shall constitute Seller's agreement to the terms of such
      Confirmation. It is the intention of the parties that each Confirmation
      shall not be separate from this Agreement but shall be made a part of
      this Agreement.

(f)   On the Repurchase Date, termination of a Transaction will be effected
      by transfer to Seller or its designee of the Purchased Assets (and any
      Income in respect thereof received by Buyer not previously credited or
      transferred to, or applied to the obligations of, Seller pursuant to
      Section 5) which amount shall be netted against the simultaneous
      receipt of the Repurchase Price by Buyer. To the extent a net amount is
      owed to one party, the other party shall pay such amount to such party.
      Seller is obligated to obtain the Mortgage Files from Buyer or its
      designee (including Custodian) at Seller's expense on the Repurchase
      Date. Any payment made by Seller to repurchase Purchased Assets shall
      be first applied to repurchase Purchased Assets under Uncommitted
      Transactions until all outstanding Uncommitted Transactions have been
      terminated; it being understood that it is the intention of the parties
      hereto that at no time shall there be any outstanding Uncommitted
      Transactions when the aggregate amount of the Purchase Price with
      respect to all outstanding Committed Transactions is less than the
      Maximum Committed Amount.

(g)   Subject to the terms and conditions of this Agreement, during the term of
      this Agreement Seller may sell to Buyer, repurchase from Buyer Eligible
      Assets hereunder and resell to Buyer Repurchased Mortgage Loans that are
      Eligible Assets hereunder.

(h)   In no event shall a Transaction be entered into when any Default or Event
      of Default has occurred and is continuing or when the Repurchase Date for
      such Transaction would be later than the Termination Date.

(i)   With respect to each Eligible Asset that is not a Wet-Ink Mortgage Loan,
      Seller shall deliver to Custodian the Mortgage File pertaining to each
      Eligible Asset to be purchased by Buyer no later than the time set forth
      in the Custodial and Disbursement Agreement.

(j)   With respect to each Eligible Asset that is not a Wet-Ink Mortgage
      Loan, pursuant to the Custodial and Disbursement Agreement, Custodian
      shall deliver to Buyer and Seller an Asset Schedule and Exception
      Report with respect to the Eligible Assets which Seller has requested
      Buyer purchase on such Purchase Date, and no later than 5 p.m., New
      York City time, on each Purchase Date, Custodian shall deliver to Buyer
      a Trust Receipt in respect of all such Eligible Assets purchased by
      Buyer on such Purchase Date. Subject to

                                      -29-
<PAGE>

      the provisions of this Section 3 and Section 11 of the Custodial and
      Disbursement Agreement, the Purchase Price for each Eligible Asset that is
      not a Wet-Ink Mortgage Loan will be made available to Seller by
      Disbursement Agent transferring, the aggregate amount of such Purchase
      Price in accordance with the Custodial and Disbursement Agreement.

(k)   With respect to each Eligible Asset that is a Wet-Ink Mortgage Loan,
      Seller shall cause the Settlement Agent to send the Custodian a
      facsimile of the associated Escrow Instruction Letter on each Purchase
      Date. Subject to the provisions of this Section 3 and Section 11 of the
      Custodial and Disbursement Agreement, the Purchase Price for each
      Eligible Asset which is a Wet-Ink Mortgage Loan will then be made
      available to Seller by Disbursement Agent transferring the aggregate
      amount of such Purchase Price in accordance with the Custodial and
      Disbursement Agreement. Seller shall deliver the Mortgage File related
      thereto and the original Escrow Instruction Letter to Custodian, for
      receipt by Custodian no later than ten (10) Business Days following the
      Purchase Date

(l)   Seller may repurchase Purchased Assets without penalty or premium, but
      subject to the last sentence of this Section 3(l), on any date. The
      Repurchase Price payable for the repurchase of any such Purchased Asset
      shall be reduced as provided in Section 5(d). If Seller intends to make
      such a repurchase, Seller shall give one (1) Business Day's prior
      written notice thereof to Buyer, designating the Purchased Assets to be
      repurchased. If such notice is given, the amount specified in such
      notice shall be due and payable on the date specified therein, and, on
      receipt, such amount shall be applied to the Repurchase Price for the
      designated Purchased Assets. The amount of the original Purchase Price
      of the Purchased Assets thus repurchased shall be available for
      subsequent Transactions subject to the terms of this Agreement. If any
      Purchased Asset is repurchased on any date other than the Repurchase
      Date for such Transaction, Seller shall pay to Buyer any amount
      determined by Buyer, in its sole discretion, as necessary to compensate
      Buyer for any additional losses, costs or expenses which it may
      reasonably incur as a result of such repurchase, including, without
      limitation, any loss, cost or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by
      Buyer to fund or maintain such Transaction.

(m)   Seller agrees to pay to Buyer on the first Business Day following the
      6 month anniversary of the Effective Date and every 6 month anniversary
      thereafter, a non-use fee (the "Non-Use Fee"), equal to 10 basis points
      (0.10%) per annum on the average daily amount of the unutilized portion
      of the Maximum Committed Amount during the immediately ended 6-month
      period for which such payment is made, if the average daily amount of
      unutilized portion of the Maximum Committed Amount is in excess of 50%
      of the Maximum Committed Amount, such payment to be made in Dollars, in
      immediately available funds, without deduction, set-off or
      counterclaim, to Buyer at the account set forth in Section 8(a) hereof.
      Notwithstanding the foregoing, Seller will not be obligated to pay a
      Non-Use Fee in connection with the failure to satisfy the condition set
      forth in Section 3(b)(20) or 3(b)(21).

                                      -30-
<PAGE>

(n)   On any day on which the Margin Base exceeds the aggregate outstanding
      Purchase Price of all Transactions, so long as no Default or Event of
      Default has occurred and is continuing:

      (1)   Seller may prepare a Request for Additional Transactions for Excess
            Margin in the form of Exhibit VIII attached hereto ("Request for
            Additional Transactions for Excess Margin"), (A) specifying (i) the
            increase in Purchase Price for all outstanding Transactions and the
            requested Purchase Date, (ii) the Excess Margin with respect to all
            outstanding Transactions before giving effect to the requested
            Transaction, (iii) the remaining Excess Margin after giving effect
            to the requested Transaction, and (iv) the aggregate outstanding
            Purchase Price of the Transactions after giving effect to the
            requested Transaction, and (B) including a certification that, upon
            the consummation of the additional Transactions, the Margin Base
            will be equal to or greater than the aggregate outstanding Purchase
            Price of all Transactions, and the excess of the Margin Base over
            the aggregate outstanding Purchase Price, after giving effect to the
            Transaction, shall be the "Excess Margin".

      (2)   Seller shall transmit via Electronic Transmission the Request for
            Additional Transactions for Excess Margin to Disbursement Agent and
            Buyer prior to 12:00 noon, New York City time, on the requested
            Purchase Date. Upon confirming that the Request for Additional
            Transactions for Excess Margin correctly reflects the information
            set forth in Section 3(n)(1) and that, after giving effect to the
            requested Transaction, the amount of the Margin Base would be equal
            to or greater than the aggregate outstanding Purchase Prices of all
            Transactions, Buyer shall cause Disbursement Agent to remit the
            additional Purchase Price in the amount set forth in such Request
            for Additional Transactions for Excess Margin and send a revised
            Confirmation with respect to such Purchased Assets. In the event
            that Buyer's assessment of the Margin Base would alter the
            information set forth in any Request for Additional Transactions for
            Excess Margin, Buyer shall promptly notify Seller in writing of such
            assessment.

      (3)   Buyer shall not be obligated to remit or cause Disbursement Agent to
            remit the additional Purchase Price requested pursuant to a Request
            for Additional Transactions for Excess Margin which (i) Buyer
            reasonably determines is based on erroneous information or would
            result in a Transaction other than in accordance with the terms of
            this Agreement, or (ii) does not reflect Buyer's current
            determination of Market Value as provided in the definition thereof.

(o)   At the request of Seller made at least 90 days, but in no event earlier
      than 360 days, prior to the then current Termination Date, Buyer may in
      its sole discretion extend the Termination Date for a period of 364
      additional days or such other period to be determined by Buyer in its
      sole discretion by giving written notice of such extension to Seller no
      later than sixty (60) days after Buyer's receipt of Seller's request.
      Any failure by Buyer to deliver such notice of extension shall be
      deemed to be Buyer's determination not to extend the then current
      Termination Date.


                                      -31-
<PAGE>
4.    MARGIN AMOUNT MAINTENANCE

(a)   If at any time the Margin Base is less than the aggregate Purchase
      Price for all outstanding Transactions (a "Margin Deficit"), then Buyer
      may by notice to Seller (as such notice is more particularly set forth
      below, a "Margin Deficit Notice") require Seller to transfer to Buyer
      or its designee (including Custodian) cash to be applied to reduce the
      Purchase Price with respect to all outstanding Transactions such that
      the aggregate Asset Value of the Purchased Assets will thereupon equal
      or exceed the aggregate Purchase Price for all outstanding
      Transactions. If Buyer delivers a Margin Deficit Notice to Seller on or
      prior to 10 a.m., New York City time, on any Business Day, then Seller
      shall transfer such cash to Buyer no later than 5 p.m. New York City
      time, on such Business Day. In the event Buyer delivers a Margin
      Deficit Notice to Seller after 10 a.m., New York City time, on any
      Business Day, Seller shall be required to transfer such cash no later
      than 5 p.m., New York City time, on the subsequent Business Day. All
      cash transferred to Buyer pursuant to this Section 4(a) shall be
      deposited in the account set forth in Section 8(a) hereof and shall be
      deemed to reduce the aggregate Purchase Price with respect to all
      outstanding Transactions.

(b)   Buyer's election, in its sole and absolute discretion, not to deliver a
      Margin Deficit Notice at any time there is a Margin Deficit shall not in
      any way limit or impair its right to deliver a Margin Deficit Notice at
      any time a Margin Deficit exists.

5.    INCOME PAYMENTS

(a)   Where a particular Transaction's term extends over an Income payment date
      on the Purchased Assets subject to that Transaction such Income shall be
      the property of Buyer. Buyer agrees that until a Default or an Event of
      Default has occurred and Buyer otherwise directs as contemplated in each
      Servicer Notice, each Servicer that is not Seller shall be permitted to
      continue to remit Income in accordance with the respective Servicing
      Agreement. In the event that Seller is the Servicer of any Mortgage Loans,
      Buyer agrees that until a Default or an Event of Default has occurred,
      Seller shall be permitted to continue to remit or retain Income with
      respect to such Mortgage Loans in accordance with its current existing
      business practice. Upon notice of a Default or an Event of Default to
      Seller hereunder or to Servicer pursuant to a Servicer Notice, Seller
      shall, and pursuant to the Servicer Notice, Servicer shall be required to,
      deposit promptly all Income in a deposit account (the title of which shall
      indicate that the funds therein are being held in trust for Buyer) (the
      "Collection Account") with the Bank and which is subject to the Account
      Agreement. All funds in the Collection Account may be withdrawn by Buyer
      and applied as determined by Buyer. Seller may not give any instruction
      with respect to the Collection Account after a Default or an Event of
      Default.

(b)   Notwithstanding that Buyer and Seller intend that the Transactions
      hereunder be sales to Buyer of the Purchased Assets, Seller shall pay
      to Buyer the accreted value of the Price Differential (less any amount
      of such Price Differential previously paid by Seller to Buyer) of each
      Transaction through but not including the Payment Calculation Date
      (each such payment, a "Periodic

                                      -32-
<PAGE>

      Advance Repurchase Payment") on each Payment Date. Buyer shall deliver to
      Seller, via Electronic Transmission, notice of the required Periodic
      Advance Repurchase Payment on or prior to the second Business Day
      preceding each Payment Date. If Seller fails to make all or part of the
      Periodic Advance Repurchase Payment by 5:00 p.m., New York City time, on
      the Payment Date, Seller shall be obligated to pay to Buyer (in addition
      to, and together with, the Periodic Advance Repurchase Payment) interest
      on the unpaid amount of the Periodic Advance Repurchase Payment at a rate
      per annum equal to the Post-Default Rate (the "Late Payment Fee") until
      the overdue Periodic Advance Repurchase Payment is received in full by
      Buyer.

(c)   Seller shall hold or cause to be held for the benefit of, and in trust
      for, Buyer all income, including without limitation all Income received
      by or on behalf of Seller with respect to such Purchased Assets. All
      such Income shall be held in trust for Buyer, shall constitute the
      property of Buyer and shall not be commingled with other property of
      Seller, any affiliate of Seller or the applicable Servicer except as
      expressly permitted above in this Section 5. Funds deposited in the
      Collection Account during any month shall be held therein, in trust for
      Buyer.

(d)   Buyer shall offset against the Repurchase Price of each such
      Transaction all Income and Periodic Advance Repurchase Payments
      actually received by Buyer for such Transaction pursuant to
      Sections 5(a) and 5(b) as of the applicable Repurchase Date,
      respectively, excluding any Late Payment Fees paid pursuant to
      Section 5(b); it being understood that the Late Payment Fees are
      properties of Buyer that are not subject to offset against the
      Repurchase Price.

      6. REQUIREMENTS OF LAW

(a)   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:

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

      (2)   shall impose, modify or hold applicable any reserve, special
            deposit, compulsory loan or similar requirement against assets held
            by, deposits or other liabilities in or for the account of,
            advances, or other 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 Eurodollar Rate hereunder;

      (3)   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 entering,
            continuing or maintaining any Transaction or to reduce any amount
            due or owing hereunder in respect thereof, then, in any such case,
            Seller shall promptly pay Buyer such additional

                                      -33-
<PAGE>

            amount or amounts as calculated by Buyer in good faith as will
            compensate Buyer for such increased cost or reduced amount
            receivable.

(b)   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 could have achieved
      but for such 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 compensate Buyer for such reduction.

(c)   Any payments made by Seller to Buyer shall be free and clear of, and
      without deduction or withholding for, any taxes; provided, however,
      that if Seller shall be required by law to deduct or withhold any taxes
      from any sums payable to Buyer, then Seller shall (A) make such
      deductions or withholdings and pay such amounts to the relevant
      authority in accordance with applicable law, (B) pay to Buyer the sum
      that would have been payable had such deduction or withholding not been
      made, and (C) at the time the Price Differential is paid, pay to Buyer
      all additional amounts as specified by Buyer to preserve the after-tax
      yield Buyer would have been received had such tax not been imposed.

(d)   If Buyer becomes entitled to claim any additional amounts pursuant to this
      Section, 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 Section 6(d) submitted by Buyer to Seller shall
      be conclusive in the absence of manifest error.

7.    SECURITY INTEREST

(a)   Each of the following items or types of property, whether now owned or
      hereafter acquired, now existing or hereafter created and wherever
      located, is hereinafter referred to as the "Purchased Items": all
      Mortgage Loans, all rights under each Purchase Agreement (but not the
      obligations thereunder), all Interest Rate Protection Agreements, all
      Mortgage Files, including without limitation all promissory notes, all
      Servicing Records relating to the Mortgage Loans, all Servicing
      Agreements relating to the Mortgage Loans and any other collateral
      pledged hereunder or otherwise relating to such Mortgage Loans,
      together with all files, documents, instruments, surveys, certificates,
      correspondence, appraisals, computer programs, computer storage media,
      accounting records and other books and records relating thereto, 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
      Mortgage Loan, all servicing fees to which such Seller is entitled and
      servicing and other rights relating to the Mortgage Loans, all Servicer
      Accounts established

                                      -34-
<PAGE>

      pursuant to any Servicing Agreement and all amounts on deposit therein,
      from time to time, all Purchase Agreements or other agreements or
      contracts relating to, constituting, or otherwise governing, any or all of
      the foregoing to the extent they relate to the Purchased Assets including
      the right to receive principal and interest payments with respect to the
      Purchased Assets and the right to enforce such payments, the Collection
      Account and all monies from time to time on deposit in the Collection
      Account, the DDA Account and all monies from time to time on deposit in
      the DDA Account, the Check Disbursement Account and all monies from time
      to time on deposit in the Check Disbursement Account, all "general
      intangibles", "accounts", "chattel paper", "deposit accounts" and
      "investment property" as defined in the Uniform Commercial Code as in
      effect from time to time relating to or constituting any and all of the
      foregoing, and any and all replacements, substitutions, distributions on
      or proceeds of any and all of the foregoing.

(b)   Buyer and Seller intend that the Transactions hereunder be sales to
      Buyer of the Purchased Assets and not loans from Buyer to Seller
      secured by the Purchased Assets. 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 loans and as security for
      the performance by Seller of all of Seller's obligations to Buyer
      hereunder and the Transactions entered into hereunder ("Repurchase
      Obligations") and the Seller-Related Obligations, each Seller Entity
      hereby assigns, pledges and grants a security interest in all of its
      right, title and interest in, to and under the Purchased Items and the
      Purchased Assets to Buyer to secure the Repurchase Obligations and the
      Seller-Related Obligations, including without limitation the repayment
      of all amounts owing to Buyer hereunder. The assignment, pledge and
      grant of security interest contained herein shall be, and each Seller
      Entity hereby represents and warrants to Buyer that it is, a first
      priority perfected security interest. Each Seller Entity agrees to mark
      its computer records and tapes to evidence the interests granted to
      Buyer hereunder. All Purchased Items shall secure the payment of all
      obligations of Seller now or hereafter existing under this Agreement,
      including, without limitation, Seller's obligation to repurchase
      Purchased Assets, or if such obligation is so recharacterized as a
      loan, to repay such loan, for the Repurchase Price and to pay any and
      all other amounts owing to Buyer hereunder.

(c)   Pursuant to the Custodial and Disbursement Agreement, Custodian shall hold
      the Mortgage Files as exclusive bailee and agent for Buyer pursuant to the
      terms of the Custodial and Disbursement Agreement and shall deliver to
      Buyer Trust Receipts each to the effect that Custodian has reviewed such
      Mortgage Files in the manner and to the extent required by the Custodial
      and Disbursement Agreement and identifying any deficiencies in such
      Mortgage Files as so reviewed.

8.    PAYMENT, TRANSFER AND CUSTODY

(a)   Unless otherwise mutually agreed in writing, all transfers of funds to
      be made by Seller hereunder shall be made in Dollars, in immediately
      available funds, without deduction, set-off or counterclaim, to Buyer
      at the following account maintained by Buyer; Account No. GLA 111569,
      account name SER, Bank of New York, ABA No. 021000018, Attn: Eric
      Seyffer, not later than 3 p.m., New York City time, on the date on
      which such

                                      -35-
<PAGE>

      payment shall become due (and each such payment made after such time shall
      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)   On the Purchase Date for each Transaction, ownership of the Purchased
      Assets shall be transferred to Buyer or its designee (including
      Custodian) against the simultaneous transfer of the Purchase Price as
      set forth in Section 11 of the Custodial and Disbursement Agreement not
      later than 6 p.m., New York City time, simultaneously with the delivery
      to Custodian of the Purchased Assets relating to each Transaction.
      Seller hereby sells, transfers, conveys and assigns to Buyer or its
      designee (including Custodian) without recourse, but subject to the
      terms of this Agreement, all the right, title and interest of Seller in
      and to the Purchased Assets together with all right, title and interest
      in and to the proceeds of any related Purchased Items.

(c)   In connection with such sale, transfer, conveyance and assignment, on or
      prior to each Purchase Date, Seller shall deliver or cause to be delivered
      and released to Buyer or its designee (including Custodian) (i) the
      Custodial Identification Certificate and (ii) the documents identified in
      the Custodial and Disbursement Agreement.

(d)   Any Mortgage Files not delivered to Buyer or its designee (including
      Custodian) are and shall be held in trust by Seller or its designee for
      the benefit of Buyer as the owner thereof. Seller or its designee shall
      maintain a copy of the Mortgage File and the originals of the Mortgage
      File not delivered to Buyer or its designee (including Custodian). The
      possession of the Mortgage File by Seller or its designee is at the
      will of Buyer for the sole purpose of servicing the related Purchased
      Asset, and such retention and possession by Seller or its designee is
      in a custodial capacity only. Each Mortgage File retained or held by
      Seller or its designee shall be segregated on Seller's books and
      records from the other assets of Seller or its designee and the books
      and records of Seller or its designee shall be marked appropriately to
      reflect clearly the sale of the related Purchased Asset to Buyer.
      Seller or its designee shall release its custody of the Mortgage File
      only in accordance with written instructions from Buyer, unless such
      release is required as incidental to the servicing of the Purchased
      Assets or is in connection with a repurchase of any Purchased Asset by
      Seller.

9.    HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS

      Title to all Purchased Assets and Purchased Items shall pass to Buyer and
      Buyer shall have free and unrestricted use of all Purchased Assets and
      Purchased Items. Nothing in this Agreement shall preclude Buyer from
      engaging in repurchase transactions with the Purchased Assets and
      Purchased Items or otherwise pledging, repledging, transferring,
      hypothecating, or rehypothecating the Purchased Assets and Purchased
      Items, all on terms that Buyer may determine in its sole discretion.
      Nothing contained in this Agreement shall obligate Buyer to segregate any
      Purchased Assets and Purchased Items delivered to Buyer by Seller.

                                      -36-
<PAGE>

10.   SELLER REPRESENTATIONS

      Each of the Seller Entities, jointly and severally, represents and
      warrants to Buyer that as of the Purchase Date for the purchase of any
      Purchased Assets by Buyer from Seller and as of the date of this Agreement
      and any Transaction hereunder and at all times while the Repurchase
      Documents and any Transaction hereunder is in full force and effect:

(a)   Acting as Principal. Seller will engage in such Transactions as principal
      (or, if agreed in writing in advance of any Transaction by the other party
      hereto, as agent for a disclosed principal);

(b)   Solvency. Neither the Repurchase Documents nor any Transaction
      thereunder are entered into in contemplation of insolvency or with
      intent to hinder, delay or defraud any of Seller's creditors. The
      transfer of the Mortgage Loans subject hereto and the obligation to
      repurchase such Mortgage Loans is not undertaken with the intent to
      hinder, delay or defraud any of Seller's creditors. None of the Seller
      Entities is insolvent within the meaning of 11 U.S.C. Section 101(32)
      or any successor provision thereof and the transfer and sale of the
      Mortgage Loans pursuant hereto and the obligation to repurchase such
      Mortgage Loan (i) will not cause any Seller Entity to become insolvent,
      (ii) will not result in any Seller Entity having unreasonably small
      capital, and (iii) will not result in debts that would be beyond
      Seller's ability to pay as the same mature. Seller received reasonably
      equivalent value in exchange for the transfer and sale of the Purchased
      Assets and Purchased Items subject hereto;

(c)   No Broker. Seller has not dealt with any broker, investment banker, agent,
      or other person, except for Buyer and Milestone Merchant Partners, who may
      be entitled to any commission or compensation in connection with the sale
      of Purchased Assets pursuant to this Agreement;

(d)   Ability to Perform. Seller does not believe, nor does it have any reason
      or cause to believe, that it cannot perform each and every covenant
      contained in the Repurchase Documents;

(e)   No Defaults. No Default or Event of Default has occurred and is continuing
      hereunder;

(f)   Legal Name; Existence; Organizational Identification Number. Each
      Seller Entity's exact legal name is, and for the immediately preceding
      four months has been, American Home Mortgage Corp., American Home
      Mortgage Investment Corp., American Home Mortgage Acceptance, Inc.,
      American Home Mortgage Holdings, Inc. or Columbia National,
      Incorporated, as applicable, or such other legal name with respect to a
      Seller Entity or Entities as may be provided to Buyer by such Seller
      Entity or Entities from time to time by not less than ten (10) days
      prior written notice to Buyer. Seller shall cooperate with Buyer in
      filing amendments to financing statements in connection with any such
      name changes. Each Seller Entity (i) is, and for the immediately
      preceding twelve months (or, if such Seller Entity was formed within
      the preceding twelve months, since the date of its formation) has been,
      a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation; (ii) has all
      requisite

                                      -37-
<PAGE>

      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; and
      (iii) 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 could not
      be reasonably likely (either individually or in the aggregate) to have a
      Material Adverse Effect. The jurisdiction of incorporation and the
      corresponding organizational identification number for each Seller Entity
      are as set forth on Schedule 2 attached hereto.

(g)   Financial Condition. Seller has heretofore furnished to Buyer a copy of
      (a) AHMIC's consolidated balance sheet and the consolidated balance
      sheets of AHMIC's consolidated Subsidiaries for the fiscal year ended
      December 31, 2003, and the related AHMIC consolidated statements of
      income and retained earnings and of cash flows for AHMIC and AHMIC's
      consolidated Subsidiaries for such fiscal year, each audited by and
      with the unqualified opinion thereon of Deloitte and Touche LLP and
      (b) AHMIC's consolidated balance sheet and the consolidated balance
      sheets of AHMIC's consolidated Subsidiaries for the quarterly fiscal
      periods of AHMIC ended March 31, 2004 and the related consolidated
      statements of income and retained earnings and of cash flows for AHMIC
      and AHMIC's consolidated Subsidiaries for each such quarterly fiscal
      period, setting forth in each case in comparative form the figures for
      the previous year. All such financial statements are complete and
      correct and fairly present, in all material respects, the consolidated
      financial position of AHMIC and AHMIC's Subsidiaries and the
      consolidated results of their operations as at such dates and for such
      fiscal periods, all in accordance with GAAP applied on a consistent
      basis. Since March 31, 2004, there has been no material adverse change
      in the consolidated business, operations or financial condition of
      AHMIC and AHMIC's consolidated Subsidiaries taken as a whole from that
      set forth in said financial statements.

(h)   Litigation. There are no actions, suits, arbitrations, investigations
      (including, without limitation, any of the foregoing which are pending
      or threatened) or other legal or arbitrable proceedings affecting any
      Seller Entity or any of its respective Subsidiaries or affecting any of
      the Property of any of them before any Governmental Authority which
      (i) questions or challenges the validity or enforceability of the
      Repurchase Documents or any action to be taken in connection with the
      transactions contemplated hereby, (ii) makes a claim or claims in an
      aggregate amount greater than $1,500,000, or (iii) individually or in
      the aggregate, if adversely determined, could reasonably be likely to
      have a Material Adverse Effect.

(i)   No Breach. Neither (a) the execution and delivery of the Repurchase
      Documents nor (b) the consummation of the transactions therein
      contemplated to be entered into by Seller, in compliance with the terms
      and provisions thereof will conflict with or result in a breach of the
      organizational documents of any Seller Entity or any applicable law,
      rule or regulation, or any order, writ, injunction or decree of any
      Governmental Authority, or any Servicing Agreement or other material
      agreement or instrument to which any Seller Entity or any of its
      respective Subsidiaries is a party or by which any of them or any of

                                      -38-
<PAGE>

      their Property is bound or to which any of them is subject, or
      constitute a default under any such material agreement or instrument or
      result in the creation or imposition of any Lien (except for the Liens
      created pursuant to the Repurchase Documents) upon any Property of any
      Seller Entity or any of its respective Subsidiaries pursuant to the
      terms of any such agreement or instrument.

(j)   Action. Each Seller Entity has all necessary corporate or other power,
      authority and legal right to execute, deliver and perform its
      obligations under each of the Repurchase Documents to which it is a
      party; the execution, delivery and performance by it of each of the
      Repurchase Documents to which it is a party has been duly authorized by
      all necessary corporate or other action on its part; and each
      Repurchase Document to which it is a party has been duly and validly
      executed and delivered by it, and constitutes a legal, valid and
      binding obligation of it enforceable against it in accordance with its
      terms.

(k)   Approvals. No authorizations, approvals or consents of, and no filings or
      registrations with, any Governmental Authority or any securities exchange
      are necessary for the execution, delivery or performance by any Seller
      Entity of the Repurchase 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 the Repurchase
      Documents.

(l)   Margin Regulations. Neither any Transaction hereunder, nor the use of the
      proceeds thereof, will violate or be inconsistent with the provisions of
      Regulation T, U or X.

(m)   Taxes. Each Seller Entity and its respective Subsidiaries have timely
      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 it
      or any of its Subsidiaries, except for any such taxes as are being
      appropriately contested in good faith by appropriate proceedings
      diligently conducted and with respect to which adequate reserves have
      been provided. The charges, accruals and reserves on the books of each
      Seller Entity and its respective Subsidiaries in respect of taxes and
      other governmental charges are, in the opinion of Seller, adequate.

(n)   Real Estate Investment Trust. AHMIC has not engaged in any material
      "prohibited transactions" as defined in Section 857(b)(6)(B)(iii) and
      (C) of the Code. AHMIC for its current "tax year" (as defined in the
      Code) is and for all prior tax years subsequent to its election to be a
      real estate investment trust has been entitled to a dividends paid
      deduction in accordance with the provisions of Section 857 of the Code
      with respect to any dividends paid by it with respect to each such year
      for which it has claimed or will claim a deduction in its Form
      1120-REIT filed or to be filed with the United States Internal Revenue
      Service for such year.

(o)   Investment Company Act. None of the Seller Entities nor any of their
      respective Subsidiaries is an "investment company", or a company
      "controlled" by an "investment company," within the meaning of the
      Investment Company Act of 1940, as amended.


                                      -39-
<PAGE>

(p)   Purchased Assets.

      (1)   No Seller Entity has assigned, pledged, or otherwise conveyed or
            encumbered any Mortgage Loan to any other Person, and immediately
            prior to the sale of such Mortgage Loan to Buyer, the respective
            Seller Entity was the sole owner of such Mortgage Loan and had good
            and marketable title thereto, free and clear of all Liens, in each
            case except for Liens to be released simultaneously with the sale to
            Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was
            acquired (by purchase or otherwise) by a Seller Entity from an
            Affiliate of such Seller Entity unless a True Sale Certification has
            been delivered to Buyer or such Affiliate is a Seller Entity.

      (2)   The provisions of this Agreement are effective to either constitute
            a sale of Purchased Items to Buyer or to create in favor of Buyer a
            valid and fully perfected first priority security interest in all
            right, title and interest of Seller in, to and under the Purchased
            Items.

      (3)   Upon receipt by Custodian of each Mortgage Note, endorsed in blank
            by a duly authorized officer of Seller, either a purchase shall have
            been completed by Buyer of each Mortgage Note or Buyer shall have a
            valid and fully perfected first priority security interest in the
            applicable Mortgage Note and in such Seller Entity's interest in the
            related Mortgaged Property.

      (4)   Upon the filing of financing statements on Form UCC-1 naming Buyer
            as "Secured Party", Seller as "Debtor" and describing the Purchased
            Items, in the jurisdictions and recording offices listed on Exhibit
            IV attached hereto, the security interests granted hereunder in the
            Purchased Items will constitute fully perfected security interests
            under the Uniform Commercial Code in all right, title and interest
            of each Seller Entity in, to and under such Purchased Items, which
            can be perfected by filing under the Uniform Commercial Code.

      (5)   Upon execution and delivery of the Account Agreement, Buyer shall
            either be the owner of, or have a valid and fully perfected first
            priority security interest in, the investment property and all
            deposit accounts comprising Purchased Items.

      (6)   With respect to each Purchased Asset, each of the representations
            and warranties on Schedule 1 is true and correct.

(q)   Location of Books and Records. The location where Seller keeps its books
      and records, including all computer tapes and records related to the
      Purchased Items is its chief executive office.

(r)   [Reserved].

(s)   Existing Financing Facilities. All credit facilities of each Seller
      Entity listed under the definition of "Existing Financing Facilities"
      are presently in effect. No defaults or events of default exist under
      any of the Existing Financing Facilities. The financial covenants
      hereunder are at least equal to those the applicable Seller Entity
      makes under each of the

                                      -40-
<PAGE>

      Existing Financing Facilities. Seller shall give Buyer prior notification
      if any amendment to any financial covenant in any Existing Financing
      Facility increases the obligations or requirements of Seller thereunder,
      and such changed financial covenant shall, with no further action of
      Seller or Buyer, automatically become a part hereof and be incorporated
      herein upon the effectiveness of such amendment in the other Existing
      Financing Facility.

(t)   True and Complete Disclosure. The information, reports, financial
      statements, exhibits and schedules furnished in writing by or on behalf
      of Seller to Buyer in connection with the negotiation, preparation or
      delivery of this Agreement and the other Repurchase Documents or
      included herein or therein or delivered pursuant hereto or thereto
      (other than with respect to the Mortgage Loans), 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. All written information furnished after the date hereof by
      or on behalf of Seller to Buyer in connection with this Agreement and
      the other Repurchase Documents and the transactions contemplated hereby
      (other than with respect to the Mortgage Loans) and thereby will be
      true, complete and accurate in every material respect, or (in the case
      of projections) based on reasonable estimates, on the date as of which
      such information is stated or certified. There is no fact known to a
      Responsible Officer of Seller, after due inquiry, that could reasonably
      be expected to have a Material Adverse Effect that has not been
      disclosed herein, in the other Repurchase 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.

(u)   ERISA. Each Plan to which each Seller Entity or any of its respective
      Subsidiaries makes 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 11(a)(4).

(v)   Servicing. CNI is the servicer of each Mortgage Loan.

(w)   No Reliance. Each Seller Entity has made its own independent decisions
      to enter into the Repurchase Documents and each Transaction and as to
      whether such Transaction is appropriate and proper for it based upon
      its own judgment and upon advice from such advisors (including without
      limitation, legal counsel and accountants) as it has deemed necessary.
      Seller is not relying upon any advice from Buyer as to any aspect of
      the Transactions, including without limitation, the legal, accounting
      or tax treatment of such Transactions.

(x)   Compliance with Anti-Money Laundering Laws. Seller has complied with
      all applicable anti-money laundering laws and regulations, including
      without limitation the USA Patriot Act of 2001 (collectively, the
      "Anti-Money Laundering Laws"); Seller has established an anti-money
      laundering compliance program as required by the Anti-Money Laundering
      Laws, has conducted the requisite due diligence in connection with the
      origination of

                                      -41-
<PAGE>

      each Mortgage Loan for purposes of the Anti-Money Laundering Laws,
      including with respect to the legitimacy of the applicable Mortgagor and
      the origin of the assets used by the said Mortgagor to purchase the
      property in question, and maintains, and will maintain, sufficient
      information to identify the applicable Mortgagor for purposes of the
      Anti-Money Laundering Laws.

(y)   Other Security Agreements. Seller has not become bound under Section
      9-203(d) of the UCC by a Security Agreement previously entered into by
      another Person.

11.   COVENANTS OF SELLER

      On and as of the date of this Agreement and each Purchase Date and until
      this Agreement is no longer in force with respect to any Transaction, each
      of the Seller Entities, jointly and severally, covenants that it will:

(a)   Financial Statements. Seller shall deliver to Buyer:

      (1)   as soon as available and in any event within forty-five (45)
            calendar days after the end of each calendar month, the unaudited
            consolidated balance sheets of American Home Mortgage Investment
            Corp. ("AHMIC") 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 AHMIC and its
            consolidated Subsidiaries for such period and the portion of the
            fiscal year through the end of such period, accompanied by a
            certificate of a Responsible Officer of AHMIC, which certificate
            shall state that said consolidated financial statements fairly
            present in all material respects the consolidated financial
            condition and results of operations of AHMIC and its consolidated
            Subsidiaries in accordance with GAAP, consistently applied, as at
            the end of, and for, such period (subject to normal year-end
            adjustments);

      (2)   as soon as available and in any event within ninety (90) days after
            the end of each fiscal year of AHMIC, the consolidated balance
            sheets of AHMIC 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 AHMIC and its
            consolidated Subsidiaries for such year, setting forth in each case
            in comparative form the figures for 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 AHMIC and its
            respective consolidated Subsidiaries as at the end of, and for, such
            fiscal year in accordance with GAAP, and a certificate of such
            accountants stating that, in making the examination necessary for
            their opinion, they obtained no knowledge, except as specifically
            stated, of any Default or Event of Default;

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



                                      -42-
<PAGE>

      (4)   as soon as reasonably possible, and in any event within thirty (30)
            days after a Responsible Officer of Seller knows, or with respect to
            any Plan or Multiemployer Plan to which AHMIC or any of its
            Subsidiaries 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 AHMIC setting forth details
            respecting such event or condition and the action, if any, that
            AHMIC 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 AHMIC or an ERISA Affiliate with respect to such
            event or condition):

                        (A) any reportable event, as defined in Section 4043(c)
                  of ERISA or any successor provision thereof and the
                  regulations issued thereunder, with respect to a Plan, as to
                  which PBGC has not by regulation 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 Section 412 of
                  the Code or Section 302 of ERISA or any successor provision
                  thereof, including without limitation the failure to make on
                  or before its due date a required installment under Section
                  412(m) of the Code or Section 302(e) of ERISA or any successor
                  provision thereof, shall be a reportable event regardless of
                  the issuance of any waivers in accordance with Section 412(d)
                  of the Code or any successor provision thereof); and any
                  request for a waiver under Section 412(d) of the Code or any
                  successor provision thereof for any Plan;

                        (B) the distribution under Section 4041(c) of ERISA or
                  any successor provision thereof 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 or any successor provision thereof 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 AHMIC or any ERISA Affiliate that
                  results in liability under Section 4201 or 4204 of ERISA or
                  any successor provision thereof (including the obligation to
                  satisfy secondary liability as a result of a purchaser
                  default) that would have a Material Adverse Effect or the
                  receipt by AHMIC or any ERISA Affiliate of notice from a
                  Multiemployer Plan that it is in reorganization or insolvency
                  pursuant to Section 4241 or 4245 of ERISA or any successor
                  provision thereof or that it intends to terminate or has
                  terminated under Section 4041A of ERISA or any successor
                  provision thereof;

                                      -43-
<PAGE>

                        (E) the institution of a proceeding by a fiduciary of
                  any Multiemployer Plan against AHMIC or any ERISA Affiliate to
                  enforce Section 515 of ERISA or any successor provision
                  thereof, which proceeding is not dismissed within thirty (30)
                  days; and

                        (F) the adoption of an amendment to any Plan that would
                  result in the loss of tax-exempt status of the trust of which
                  such Plan is a part if AHMIC or an ERISA Affiliate fails to
                  provide timely security to such Plan in accordance with the
                  provisions of Section 401(a)(29) of the Code or Section 307 of
                  ERISA or any successor provision thereof.

      AHMIC will furnish to Buyer, at the time AHMIC furnishes each set of
      financial statements pursuant to paragraphs (a)(1) and (a)(2) above, a
      certificate of a Responsible Officer of AHMIC to the effect that, to the
      best of such Responsible Officer's knowledge, AHMIC during such fiscal
      period or year has observed or performed in all material respects all of
      its covenants and other agreements, and satisfied every condition,
      contained in this Agreement and the other Repurchase Documents to be
      observed, performed or satisfied by it, and that such Responsible Officer
      has obtained no knowledge of any Default or Event of Default except as
      specified in such certificate (and, if any Default or Event of Default has
      occurred and is continuing, describing the same in reasonable detail and
      describing the action AHMIC has taken or proposes to take with respect
      thereto).

(b)   Litigation. Seller will promptly, and in any event within ten (10) days
      after service of process on any of the following, give to Buyer notice
      of all litigation, actions, suits, arbitrations, investigations
      (including, without limitation, any of the foregoing which are
      threatened or pending) or other legal or arbitrable proceedings
      affecting any Seller Entity or any of their respective Subsidiaries or
      affecting any of the Property of any of them before any Governmental
      Authority that (i) questions or challenges the validity or
      enforceability of any of the Repurchase Documents or any action to be
      taken in connection with the transactions contemplated hereby,
      (ii) makes a claim or claims in an aggregate amount greater than
      $1,500,000, or (iii) which, individually or in the aggregate, if
      adversely determined, could be reasonably likely to have a Material
      Adverse Effect. Seller shall set forth on its monthly compliance report
      (in the form of Exhibit IX attached hereto) any such event requiring
      notice to Buyer under this Section 11(b).

(c)   Existence, etc. Each Seller Entity will:

      (1)   preserve and maintain its legal existence and all of its material
            rights, privileges, licenses and franchises necessary for the
            operation of its business (provided that nothing in this Section
            11(c)(1) shall prohibit any transaction expressly permitted under
            Section 11(d));

      (2)   comply with the requirements of all applicable laws, rules,
            regulations and orders of Governmental Authorities (including,
            without limitation, all environmental laws) if failure to comply
            with such requirements could be reasonably likely (either
            individually or in the aggregate) to have a Material Adverse Effect;

                                      -44-
<PAGE>

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

      (4)   not (i) cause or permit any change to be made in its name,
            organizational identification number, identity or corporate
            structure, each as described in Section 10(f) or (ii) change its
            jurisdiction of organization, unless it shall have provided Buyer
            thirty (30) days' prior written notice of such change and shall have
            first taken all action required by Buyer for the purpose of
            perfecting or protecting the lien and security interest of Buyer
            established hereunder;

      (5)   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

      (6)   permit representatives of Buyer, upon reasonable notice (unless a
            Default shall have occurred and is continuing, in which case, no
            prior notice shall be required), during normal business hours, 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. Except with respect to the Bank
      Charter Event, no Seller Entity shall 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; provided, that each
      Seller Entity may purchase all or substantially all of the assets
      and/or merge or consolidate with (i) any Affiliate or wholly owned
      subsidiary of it, or (ii) any other Person if it is the surviving
      corporation; and provided, further, that if after giving effect
      thereto, no Default would exist hereunder.

      (e)   Margin Deficit. If at any time there exists a Margin Deficit Seller
            shall cure same in accordance with Section 4.

      (f)   Notices. Seller shall give notice to Buyer:

      (1)   promptly upon receipt of notice or knowledge of the occurrence of
            any Default or Event of Default;

      (2)   with respect to any Purchased Asset, promptly upon receipt of any
            principal prepayment (in full or partial) of such Purchased Asset;

      (3)   with respect to any Purchased Asset hereunder, promptly upon receipt
            of notice or knowledge that the underlying Mortgaged Property has
            been damaged by waste, fire, earthquake or earth movement, flood,
            tornado or other casualty, or otherwise damaged so as to affect
            adversely the Asset Value of such Purchased Asset;



                                      -45-
<PAGE>

      (4)   promptly upon receipt of notice or knowledge of (i) any material
            default related to any Purchased Item, (ii) any Lien or security
            interest on, or claim asserted against, any Purchased Item or (iii)
            any event or change in circumstances which could reasonably be
            expected to have a Material Adverse Effect;

      (5)   promptly upon any material change in the market value of any or all
            of Seller's assets which could reasonably be expected to have a
            Material Adverse Effect; and

      (6)   promptly upon the occurrence of any default or event of default
            under the Existing Financing Facilities.

      Each notice pursuant to this Section 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)   Reports. Within forty-five calendar days of the end of each calendar
      quarter, Seller shall provide Buyer with a quarterly report, which
      report shall include, among other items, (i) a summary of each Seller
      Entity's delinquency and loss experience with respect to Mortgage Loans
      serviced by Seller, any Servicer or any designee of either, operating
      statements and the occupancy status of such Mortgaged Property and
      other property level information, including internal quality control
      reports, plus (ii) with respect to any MERS Designated Mortgage Loan,
      MERS Reports, plus (iii) any such additional reports as Buyer may
      reasonably request with respect to Seller or any Servicer's servicing
      portfolio or pending originations of Mortgage Loans.

(h)   Underwriting Guidelines. All Eligible Assets will conform with the
      Underwriting Guidelines. Seller shall not make any material change in
      the Underwriting Guidelines without the prior written consent of Buyer
      and shall review the Underwriting Guidelines periodically to confirm
      that they are being complied with in all material respects and are
      adequate to meet Seller's business objectives. In the event Seller
      makes any amendment or modification to the Underwriting Guidelines,
      Seller shall promptly deliver to Buyer a complete copy of the amended
      or modified Underwriting Guidelines.

(i)   Transactions with Affiliates. No Seller Entity shall enter into any
      transaction with any Affiliate, including without limitation, any
      purchase, sale, lease or exchange of property or the rendering of any
      service unless such transaction is not otherwise expressly prohibited
      under this Agreement and is upon fair and reasonable terms no less
      favorable to such Seller Entity than it would obtain in a comparable
      arm's length transaction with a Person which is not an Affiliate except
      for (i) the acquisition of equity or stock or warrants of an Affiliate,
      (ii) the payment of dividends, in the ordinary course of business,
      (iii) the contribution of capital (not to exceed $1,000,000) to an
      entity in which any Seller Entity holds at least a majority equity
      interest, and (iv) the purchase or sale of loans in the ordinary course
      of business which is a true sale and does not constitute a fraudulent
      conveyance and (v) any transaction or series of transactions between
      two or more Seller Entities. No Seller Entity shall make a payment that
      is not otherwise permitted by this Section 11(i) to any Affiliate. In
      no event shall any Seller Entity transfer to Buyer hereunder any
      Mortgage Loan acquired by such Seller Entity from an Affiliate of such

                                      -46-
<PAGE>

      Seller Entity unless a True Sale Certification has been delivered to
      Buyer prior to such sale or such Affiliate is a Seller Entity.

(j)   Limitation on Liens. Immediately upon notice of a Lien or any
      circumstance which could give rise to a Lien on the Purchased Items,
      Seller will defend the Purchased Items against, and will take such
      other action as is necessary to remove, any Lien, security interest or
      claim on or to the Purchased Items (other than any security interest
      created under this Agreement), and Seller will defend the right, title
      and interest of Buyer in and to any of the Purchased Items against the
      claims and demands of all persons whomsoever.

(k)   Limitation on Distributions. After the occurrence and during the
      continuation of any Default, no Seller Entity shall make any payment on
      account of, or set apart assets for, a sinking or other analogous fund
      for the purchase, redemption, defeasance, retirement or other
      acquisition of any equity or partnership interest of Seller, whether
      now or hereafter outstanding, or make any other distribution in respect
      thereof, either directly or indirectly, whether in cash or property or
      in obligations of Seller, except, with respect to AHMIC and AHMA, any
      distributions in cash or other property to the extent required to
      satisfy the REIT Distribution Requirement; provided, for the avoidance
      of doubt, that after the occurrence and during the continuation of any
      Default, no Seller Entity (other than AHMIC and AHMA) shall make any
      distributions as set forth in this Section 11(k).

(l)   Maintenance of Profitability. Seller shall not permit, for any period of
      six (6) consecutive calendar months (each such period, a "Test Period"),
      Net Income of AHMIC and its consolidated Subsidiaries for such Test Period
      determined on a monthly basis, before income taxes for such Test Period
      and distributions made during such Test Period, to be less than $1.00.

(m)   Maintenance of Tangible Net Worth; Liquidity. Seller shall not permit
      Tangible Net Worth of AHMIC and its consolidated Subsidiaries at any
      time to be less than $300,000,000. In addition, Seller shall maintain
      at least $50,000,000 in the aggregate of (i) Cash in an amount not less
      than $25,000,000 and (ii) the amount available for borrowing as a
      result of the excess of the value of collateral pledged at any such
      time over the sum of the aggregate outstanding loan amounts advanced at
      such time against such collateral under each Existing Financing
      Facility.

(n)   Maintenance of Ratio of Total Indebtedness to Tangible Net Worth. Seller
      shall not permit the ratio of Total Indebtedness to Tangible Net Worth of
      AHMIC and its consolidated Subsidiaries at any time to be greater than
      13:1.

(o)   Servicer; Servicing Information. Seller shall provide to Buyer and to
      Disbursement Agent via Electronic Transmission, a list of Mortgage
      Loans (including each loan number, Mortgagor name and Mortgagor
      address) on a monthly basis by no later than the 10th day following the
      end of each month (the "Reporting Date") containing the following
      information, on a loan-by-loan basis and in the aggregate, with respect
      to the Purchased Assets serviced hereunder by Seller or any Servicer
      for the month (or any portion thereof) prior to the Reporting Date: (i)
      Mortgage Loans that are 30 days or more delinquent

                                      -47-
<PAGE>

      (including the paid through date and the outstanding principal balance of
      each such Mortgage Loan individually and in the aggregate as of the last
      day of the preceding month) and (ii) Mortgage Loans that were originated
      more than 45 days prior to the last day of the calendar month preceding
      the Reporting Date (including the paid through date and the outstanding
      principal balance of each such Mortgage Loan individually and in the
      aggregate as of the last day of the preceding month). Seller shall not
      cause the Mortgage Loans to be serviced by any servicer other than a
      servicer expressly approved in writing by Buyer, which approval shall be
      deemed granted by Buyer with respect to Seller with the execution of this
      Agreement.

(p)   Required Filings. Seller shall promptly provide Buyer with copies of all
      documents which Seller or any Subsidiary of either is required to file
      with any regulatory body in accordance with its regulations.

(q)   Remittance of Prepayments. Seller shall remit or cause to be remitted to
      Buyer, with sufficient detail via Electronic Transmission to enable Buyer
      to appropriately identify the Mortgage Loan to which any amount remitted
      applies, all full or partial principal prepayments on any Purchased Asset
      that Seller has received no later than one (1) Business Day following the
      date such prepayment was received.

(r)   Custodial and Disbursement Agreement and Account Agreement. Seller shall
      maintain each of the Custodial and Disbursement Agreement and Account
      Agreement in full force and effect and shall not amend or modify either of
      the Custodial and Disbursement Agreement or the Account Agreement or waive
      compliance with any provisions thereunder without the prior written
      consent of Buyer.

(s)   Compliance Report. Seller shall provide Buyer no later than the
      forty-fifth (45th) day after the end of a calendar month, a compliance
      report, in the form of Exhibit IX attached hereto, demonstrating
      therein the calculations Seller utilized to determine its compliance
      with the financial covenants set forth in clauses (m), (n) and (o) of
      this Section 11 as of the end of the immediately preceding month. Such
      compliance report shall be delivered by Seller to Buyer in accordance
      with Section 17 and shall also be delivered by Seller to Buyer at 9
      West 57th Street, New York, NY 10019 Attn: Michael Friedman, Telecopier
      No.: (212) 891-6143, Telephone No.: (212) 891-6261.

(t)   Sub-Limits. Seller shall not sell to Buyer any Eligible Assets if, after
      giving effect to such Transaction, the aggregate principal balance of all
      Purchased Assets are in excess of any Sub-Limit as set forth in the
      definition of "Asset Value".

(u)   Inconsistent Agreements. Seller will not, and will not permit any of its
      Subsidiaries to, directly or indirectly, enter into any agreement
      containing any provision which would be violated or breached by any
      Transaction hereunder or by the performance by Seller of its obligations
      under any Repurchase Document.

(v)   Escrow Imbalance. Seller will, no later than five (5) Business Days after
      learning (from any source) of any material imbalance in any escrow
      account, fully and completely

                                      -48-
<PAGE>

      correct and eliminate such imbalance including, without limitation,
      depositing its own funds into such account to eliminate any overdrawal or
      deficit.

(w)   Independence of Covenants. All covenants hereunder shall be given
      independent effect so that if a particular action or condition is not
      permitted by any of such covenants, the fact that it would be permitted by
      an exception to, or be otherwise within the limitations of, another
      covenant shall not avoid the occurrence of an Event of Default or Default
      if such action is taken or condition exists.

12.   EVENTS OF DEFAULT

      If any of the following events (each, an "Event of Default") occur, Seller
      and Buyer shall have the rights set forth in Section 13, as applicable:

(a)   Seller shall default in the payment of any Repurchase Price due or any
      amount under Section 5 when due (whether at stated maturity, upon
      acceleration or at mandatory or optional prepayment); or

(b)   Seller shall default in the payment of any other amount payable by it
      hereunder or under any other Repurchase Document after notification by
      Buyer of such default, and such default shall have continued unremedied
      for one (1) Business Day; or

(c)   any representation, warranty or certification made or deemed made
      herein or in any other Repurchase Document by any Seller Entity or any
      certificate furnished to Buyer pursuant to the provisions hereof or
      thereof or any information with respect to the Mortgage Loans furnished
      in writing by or on behalf of Seller 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 Schedule 1,
      which shall be considered solely for the purpose of determining the
      Asset Value of the Purchased Assets, unless (i) such Seller Entity
      shall have made any such representations and warranties with actual
      knowledge that they were materially false or misleading at the time
      made; or (ii) any such representations and warranties have been
      determined in good faith by Buyer in its sole discretion to be
      materially false or misleading on a regular basis); or

(d)   Seller shall fail to comply with the requirements of Section 11(c) through
      Section 11(f), or Sections 11(g) through 11(t) or 11(y); or except as
      otherwise set forth in Sections 12(a), 12(b), 12(c), or 12(d), Seller
      shall fail to observe or perform any other covenant or agreement contained
      in this Agreement or any other Repurchase Document and such failure to
      observe or perform shall continue unremedied for a period of 10 Business
      Days; or

(e)   a final judgment or judgments for the payment of money in excess of
      $250,000 in the aggregate shall be rendered against Seller or any of its
      Affiliates by one or more courts, administrative tribunals or other bodies
      having jurisdiction and the same shall not be satisfied, discharged (or
      provision shall not be made for such discharge) or bonded, or a stay of
      execution thereof shall not be procured, within 30 days from the date of
      entry thereof; or

                                      -49-
<PAGE>

(f)   an Act of Insolvency shall have occurred with respect to any Seller Entity
      or any of its Affiliates; or

(g)   the Custodial and Disbursement Agreement, the Account Agreement or any
      Repurchase Document shall for whatever reason be terminated or cease to be
      in full force and effect, or the enforceability thereof shall be contested
      by any Seller Entity; or

(h)   Seller shall grant, or suffer to exist, any Lien on any Purchased Item
      (except any Lien in favor of Buyer); or the Purchased Items shall not have
      been sold to Buyer, or the Liens contemplated hereby shall cease or fail
      to be first priority perfected Liens on any Purchased Items in favor of
      Buyer or shall be Liens in favor of any Person other than Buyer; or

(i)   any Seller Entity or any of its respective Affiliates shall be in
      default under (i) any Indebtedness of such Seller Entity or of such
      Affiliate which default (1) involves the failure to pay a matured
      obligation, or (2) permits the acceleration of the maturity of
      obligations by any other party to or beneficiary with respect to such
      Indebtedness, (ii) any other contract to which such Seller Entity or
      such Affiliate is a party which default (1) involves the failure to pay
      a matured obligation, or (2) permits the acceleration of the maturity
      of obligations by any other party to or beneficiary of such contract,
      or (iii) any Seller-Related Obligation; or

(j)   any material adverse change in the Property, business or financial
      condition of any Seller Entity or any of its Affiliates shall occur, in
      each case as determined by Buyer in its sole discretion, or any other
      condition shall exist which, in Buyer's sole discretion, constitutes a
      material impairment of Seller's ability to perform its obligations under
      this Agreement or any other Repurchase Document; or

(k)   the failure of AHMIC to at any time continue to be (i) qualified as a
      real estate investment trust as defined in Section 856 of the Code and
      (ii) entitled to a dividend paid deduction under Section 857 of the
      Code with respect to dividends paid by it with respect to each taxable
      year for which it claims or will claim a deduction on its Form 1120 -
      REIT filed or to be filed with the United States Internal Revenue
      Service for such year, or the entering into by AHMIC of any material
      "prohibited transactions" as defined in Sections 857(b) and 856(c) of
      the Code;

(l)   (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 any Seller Entity 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 Plan, which Reportable
      Event or commencement of proceedings or appointment of a trustee is, in
      the reasonable

                                      -50-
<PAGE>

      opinion of Buyer, likely to result in the termination of such Plan for
      purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes
      of Title IV of ERISA, (v) any Seller Entity 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; or

(m)   upon any event of default or event which, with the passage of time or
      expiration of any grace periods, would constitute an event of default
      under the Existing Financing Facilities; or

(n)   any of the events specified in Section 3(b)(10) have occurred; or

(o)   if the Buyer has purchased MERS Designated Mortgage Loans, the Electronic
      Tracking Agreement has for whatever reason been terminated or ceases to be
      in full force and effect and the Buyer (or the Custodian as its designee)
      shall not have received an assignment of mortgage with respect to each
      MERS Designated Mortgage Loan, in blank, in recordable form, but
      unrecorded; or

(p)   upon any material adverse change in the terms of, or any material
      reduction in amounts available to Seller or its Affiliates, under any of
      the Existing Financing Facilities.

13.   REMEDIES

(a)   If an Event of Default occurs, the following rights and remedies are
      available to Buyer; provided, that an Event of Default shall be deemed to
      be continuing unless expressly waived by Buyer in writing.

      (1)   At the option of Buyer, exercised by written notice to Seller (which
            option shall be deemed to have been exercised, even if no notice is
            given, immediately upon the occurrence of an Act of Insolvency of
            Seller), the Repurchase Date for each Transaction hereunder, if it
            has not already occurred, shall be deemed immediately to occur.
            Buyer shall (except upon the occurrence of an Act of Insolvency of
            Seller) give notice to Seller of the exercise of such option as
            promptly as practicable.

      (2)   If Buyer exercises or is deemed to have exercised the option
            referred to in subsection (a)(1) of this Section 13,

                        (A) (i) Seller's obligations in such Transactions to
                  repurchase all Purchased Assets, at the Repurchase Price
                  therefor on the Repurchase Date, and to pay all other amounts
                  owned by Seller hereunder, shall thereupon become immediately
                  due and payable, (ii) all Income paid after such exercise or
                  deemed exercise shall be retained by Buyer and applied to the
                  aggregate unpaid Repurchase Prices and any other amounts owed
                  by Seller hereunder, and (iii) Seller shall immediately
                  deliver to Buyer any Purchased Assets subject to such
                  Transactions then in Seller's possession or control;

                                      -51-
<PAGE>

                        (B) to the extent permitted by applicable law, the
                  Repurchase Price with respect to each such Transaction shall
                  be increased by the aggregate amount obtained by daily
                  application of, on a 360 day per year basis for the actual
                  number of days during the period from and including the date
                  of the exercise or deemed exercise of such option to but
                  excluding the date of payment of the Repurchase Price, (x) the
                  Post-Default Rate to (y) the Repurchase Price for such
                  Transaction as of the Repurchase Date (decreased as of any day
                  by (i) any amounts actually in the possession of Buyer
                  pursuant to clause (C) of this subsection, (ii) any proceeds
                  from the sale of Purchased Assets applied to the Repurchase
                  Price pursuant to subsection (a)(4) of this Section 13, and
                  (iii) any amounts applied to the Repurchase Price pursuant to
                  subsection (a)(4) of this Section 13); and

                        (C) all Income actually received by Buyer pursuant to
                  Section 5 (excluding any Late Payment Fees paid pursuant to
                  Section 5(b)) shall be applied to the aggregate unpaid
                  Repurchase Price owed by Seller.

      (3)   Upon the occurrence of one or more Events of Default, Buyer shall
            have the right to obtain physical possession of the Servicing
            Records (subject to the provisions of the Custodial and Disbursement
            Agreement) and all other files of Seller relating to the Purchased
            Assets and all documents relating to the Purchased Assets which are
            then or may thereafter come in to the possession of Seller or any
            third party acting for Seller and Seller shall deliver to Buyer such
            assignments as Buyer shall request and Buyer shall have the right to
            appoint any Person to act as Servicer for the Purchased Assets.
            Buyer shall be entitled to specific performance of all agreements of
            Seller contained in the Repurchase Documents.

      (4)   At any time on the Business Day following notice to Seller (which
            notice may be the notice given under subsection (a)(1) of this
            Section 13), in the event Seller has not repurchased all Purchased
            Assets, Buyer may (A) immediately sell, without demand or further
            notice of any kind, at a public or private sale and at such price or
            prices as Buyer may deem satisfactory any or all Purchased Assets
            subject to such Transactions hereunder and apply the proceeds
            thereof to the aggregate unpaid Repurchase Price and any other
            amounts owing by Seller hereunder or (B) in its sole discretion
            elect, in lieu of selling all or a portion of such Purchased Assets,
            to give Seller credit for such Purchased Assets in an amount equal
            to the Market Value of the Purchased Assets against the aggregate
            unpaid Repurchase Price and any other amounts owing by Seller
            hereunder. The proceeds of any disposition of Purchased Assets shall
            be applied first to the costs and expenses incurred by Buyer in
            connection with Seller's default; second to costs of related
            covering and/or related hedging transactions; third to the
            Repurchase Price; and fourth to any other outstanding obligation of
            Seller to Buyer or its Affiliates. In connection with any sale
            pursuant to clause (A) of this subsection (a)(4), Buyer may (i) sell
            any such Purchased Assets without giving any warranties and (ii)
            specifically disclaim or modify any warranties of title or the like,
            and this procedure shall not be considered to adversely affect the
            commercial reasonableness of any such sale of Purchased Assets.

                                      -52-
<PAGE>

      (5)   Seller agrees that Buyer may obtain an injunction or an order of
            specific performance to compel Seller to fulfill its obligations as
            set forth in Section 24, if Seller fails or refuses to perform its
            obligations as set forth therein.

      (6)   Seller shall be liable to Buyer, payable as and when incurred by
            Buyer, for (A) the amount of all actual out-of-pocket expenses,
            including legal or other expenses incurred by Buyer in connection
            with or as a consequence of an Event of Default, and (B) all costs
            incurred in connection with hedging or covering transactions.

      (7)   Buyer shall have, in addition to its rights hereunder, any rights
            otherwise available to it under any other agreement or applicable
            law.

(b)   Buyer may exercise one or more of the remedies available to Buyer
      immediately upon the occurrence of an Event of Default and, except to the
      extent provided in subsections (a)(1) and (4) of this Section 13, at any
      time thereafter without notice to Seller. All rights and remedies arising
      under this Agreement as amended from time to time hereunder are cumulative
      and not exclusive of any other rights or remedies which Buyer may have.

(c)   Buyer may enforce its rights and remedies hereunder without prior
      judicial process or hearing, and Seller hereby expressly waives any
      defenses Seller might otherwise have to require Buyer to enforce its
      rights by judicial process. Seller also waives any defense (other than
      a defense of payment or performance) Seller might otherwise have
      arising from the use of nonjudicial process, enforcement and sale of
      all or any portion of the Purchased Items, or from any other election
      of remedies. 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.

(d)   To the extent permitted by applicable law, Seller shall be liable to Buyer
      for interest on any amounts owing by Seller hereunder, from the date
      Seller becomes liable for such amounts hereunder until such amounts are
      (i) paid in full by Seller or (ii) satisfied in full by the exercise of
      Buyer's rights hereunder. Interest on any sum payable by Seller to Buyer
      under this paragraph 13(d) shall be at a rate equal to the Post-Default
      Rate.

14.   INDEMNIFICATION AND EXPENSES

(a)   Seller agrees to hold Buyer and its Affiliates and their present and
      former respective officers, directors, employees, agents, advisors and
      other representatives (each, an "Indemnified Party") harmless from and
      indemnify any Indemnified Party against all liabilities, losses,
      damages, judgments, costs and expenses of any kind which may be imposed
      on, incurred by or asserted against such Indemnified Party (including
      counsel's fees and disbursements) (collectively, "Costs"), relating to
      or arising out of this Agreement, any other Repurchase 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 Repurchase Document or any
      transaction contemplated hereby or thereby, that, in each case, results
      from anything other than the Indemnified Party's gross negligence or
      willful misconduct. Without limiting the generality of the foregoing,
      Seller agrees to hold any Indemnified Party harmless

                                      -53-
<PAGE>

      from and indemnify such Indemnified Party against all Costs with respect
      to all Mortgage 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 the federal Truth in
      Lending Act and/or the federal Real Estate Settlement Procedures Act,
      that, in each case, results from anything other than the Indemnified
      Party's gross negligence or willful misconduct. In any suit, proceeding or
      action brought by an Indemnified Party in connection with any Mortgage
      Loan for any sum owing thereunder, or to enforce any provisions of any
      Mortgage 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 or
      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 the Indemnified Party's costs and expenses
      incurred in connection with the enforcement or the preservation of Buyer's
      rights under this Agreement, any other Repurchase Document or any
      transaction contemplated hereby or thereby, including without limitation
      the fees and disbursements of its counsel.

(b)   Seller agrees to pay as and when billed by Buyer all of the
      out-of-pocket costs and expenses (including legal fees and any costs
      associated with any upfront due diligence costs, including appraisals)
      incurred by Buyer in connection with the development, preparation and
      execution of, this Agreement, any other Repurchase 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 all fees, disbursements and expenses of
      counsel to Buyer which amount shall be deducted from the Purchase Price
      paid for the first Transaction hereunder and all initial set-up costs
      with the Custodian and the Disbursement Agent. Seller agrees to pay as
      and when billed by Buyer all of the out-of-pocket costs and expenses
      (including legal fees) incurred by Buyer in connection with the
      development, preparation and execution of any amendment, supplement or
      modification to this Agreement, any other Repurchase Document or any
      other documents prepared in connection therewith. Subject to the
      limitations set forth in Section 27, Seller agrees to pay Buyer all the
      out of pocket due diligence, inspection, appraisals, testing and review
      costs and expenses incurred by Buyer with respect to Mortgage Loans
      submitted by Seller for purchase under this Agreement, including, but
      not limited to, those out of pocket costs and expenses incurred by
      Buyer pursuant to Sections 24 and 27.

15.   RECORDING OF COMMUNICATIONS

      Buyer and Seller shall have the right (but not the obligation) from time
      to time to make or cause to be made tape recordings of communications
      between its employees and those of the other party with respect to
      Transactions upon notice to the other party of such recording. Buyer and
      Seller consent to the admissibility of such tape recordings in any court,
      arbitration, or other proceedings. The parties agree that a duly
      authenticated

                                      -54-
<PAGE>

      transcript of such a tape recording shall be deemed to be a writing
      conclusively evidencing the parties' agreement.

16.   SINGLE AGREEMENT

      Buyer and Seller 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 that each has been entered into
      in consideration of the other Transactions. Accordingly, each of Buyer and
      Seller agrees (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, (ii) that each of them shall be entitled to set
      off claims and apply property held by them in respect of any Transaction
      against obligations owing to them in respect of any other Transaction
      hereunder; (iii) that payments, deliveries, and other transfers made by
      either 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 Transactions hereunder, and the obligations to make
      any such payments, deliveries, and other transfers may be applied against
      each other and netted and (iv) to promptly provide notice to the other
      after any such set off or application.

17.   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 and Disbursement 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 email,
      telex or telecopy) delivered to the intended recipient at the "Address for
      Notices" specified below its name on the signature pages hereof or
      thereof); 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 under
      Section 3 (which shall be effective only on receipt), all such
      communications shall be deemed to have been duly given when transmitted by
      telecopy or personally delivered or, in the case of a mailed notice, upon
      receipt.

18.   ENTIRE AGREEMENT; SEVERABILITY

      This Agreement together with the other Repurchase Documents and the
      Account Agreement constitute the entire understanding between Buyer and
      Seller with respect to the subject matter it covers and shall supersede
      any existing agreements between the parties containing general terms and
      conditions for repurchase transactions involving Purchased Assets. By
      acceptance of this Agreement, Buyer and Seller acknowledge that they have
      not made, and are not relying upon, any statements, representations,
      promises or undertakings not contained in this Agreement or the other
      Repurchase Documents. Each provision and agreement herein shall be treated
      as separate and independent from any other provision or agreement herein
      and shall be enforceable notwithstanding the unenforceability of any such
      other provision or agreement. No amendment, modification

                                      -55-
<PAGE>

      or release from any provision of this Agreement shall be effective unless
      in writing and executed by or on behalf of the party or parties to be
      charged therewith and shall be effective only in the specific instance and
      for the specific purpose for which given.

19.   NON-ASSIGNABILITY

      The rights and obligations of the parties under this Agreement and under
      any Transaction shall not be assigned by any Seller Entity without the
      prior written consent of Buyer, and any attempted assignment without such
      consent shall be null and void. Subject to the foregoing, this Agreement
      and any Transactions shall be binding upon and shall inure to the benefit
      of the parties and their respective successors and assigns. Nothing in
      this Agreement express or implied, shall give to any person, other than
      the parties to this Agreement and their successors hereunder, any benefit
      of any legal or equitable right, power, remedy or claim under this
      Agreement.

20.   TERMINABILITY

      This Agreement may be terminated by (i) Seller (a) upon 30 days' written
      notice to Buyer upon payment to Buyer of the Termination Fee and (b) upon
      Buyer's unreasonable failure to approve a replacement facility (in which
      case such termination shall not cause Seller to incur any Non-Use Fee or
      Termination Fee) and (ii) Buyer upon 30 days' notice from Buyer to Seller
      upon the occurrence of the event set forth in Section 3(b)(20) or 3(b)(21)
      (in which case such termination shall not cause Seller to incur any
      Non-Use Fee or Termination Fee), except that this Agreement shall,
      notwithstanding termination, remain applicable to any Transaction then
      outstanding. Each representation and warranty made or deemed to be made by
      entering into a Transaction, herein or pursuant hereto shall survive the
      making of such representation and warranty, and Buyer shall not be deemed
      to have waived any Default that may arise because any such representation
      or warranty shall have proved to be 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 the
      Transaction was made. Notwithstanding any such termination or the
      occurrence of an Event of Default, all of the representations and
      warranties and covenants hereunder shall continue and survive. The
      obligations of Seller under Section 14 and under this Section 20 with
      respect to the payment of the Termination Fee shall survive the
      termination of this Agreement.

21.   GOVERNING LAW

      THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW
      PRINCIPLES.

                                      -56-
<PAGE>

22.   Submission To Jurisdiction; Waivers

      EACH OF BUYER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

      (A)   SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
            PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER REPURCHASE
            DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
            RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS
            OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, 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;

      (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; AND

      (E)   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 REPURCHASE DOCUMENT OR THE
            TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

23.   NO WAIVERS, ETC.

      No failure on the part of Buyer to exercise and no delay in exercising,
      and no course of dealing with respect to, any right, power or privilege
      under any Repurchase Document shall operate as a waiver thereof, nor shall
      any single or partial exercise of any right, power or privilege under any
      Repurchase Document preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. The remedies

                                      -57-
<PAGE>

      provided herein are cumulative and not exclusive of any remedies provided
      by law. An Event of Default shall be deemed to be continuing unless
      expressly waived by Buyer in writing.

24.   SERVICING

(a)   Seller covenants to maintain or cause the servicing of the Mortgage
      Loans to be maintained in conformity with accepted and prudent
      servicing practices in the industry for the same type of mortgage loans
      as the Mortgage Loans and in a manner at least equal in quality to the
      servicing Seller provides for mortgage loans which it owns. In the
      event that the preceding language is interpreted as constituting one or
      more servicing contracts, each such servicing contract shall terminate
      automatically upon the earliest of (i) an Event of Default, (ii) the
      date on which this Agreement terminates or (iii) the transfer of
      servicing approved by Buyer.

(b)   If the Mortgage Loans are serviced by Seller, 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 the Mortgage Loans (the "Servicing Records"). Seller
      covenants to safeguard such Servicing Records and to deliver them
      promptly to Buyer or its designee (including Custodian) at Buyer's
      request.

(c)   If the Mortgage Loans are serviced by a person other than Seller (such
      third party the "Servicer"), Seller (i) shall, in accordance with
      Section (3)(b)(7), provide a copy of the servicing agreement to Buyer,
      which shall be in form and substance acceptable to Buyer (the
      "Servicing Agreement"), and shall provide a Servicer Notice to the
      Buyer substantially in the form of Exhibit VII hereto, fully executed
      by such Seller Entity and the Servicer; and (ii) hereby irrevocably
      assigns to Buyer and Buyer's successors and assigns all right, title
      and interest of Seller in, to and under, and the benefits of, any
      Servicing Agreement with respect to the Mortgage Loans. Seller agrees
      that no Person shall assume the servicing obligations with respect to
      the Mortgage Loans as successor to the Servicer unless such successor
      is approved in writing by Buyer prior to such assumption of servicing
      obligations.

(d)   If the servicer of the Mortgage Loans is Seller, upon the occurrence of
      an Event of Default, Buyer shall have the right to terminate Seller as
      servicer of the Mortgage Loans and transfer servicing to Buyer's
      designated Servicer, at no cost or expense to Buyer, at any time
      thereafter. If the Servicer of the Mortgage Loans is not Seller, Buyer
      shall have the right, as contemplated in the applicable Servicer
      Notice, upon the occurrence of an Event of Default, to terminate any
      applicable Servicing Agreement and transfer servicing to Buyer's
      designated Servicer, at no cost or expense to Buyer, it being agreed
      that Seller will pay any and all fees required to terminate such
      Servicing Agreement and to effectuate the transfer of servicing Buyer's
      designated Servicer, as well as any servicing fees and expenses payable
      to such Servicer.

                                      -58-
<PAGE>

(e)   After the Purchase Date, until the repurchase of any Mortgage Loan, Seller
      will have no right to modify or alter the terms of such Mortgage Loan and
      Seller will have no obligation or right to repossess such Mortgage Loan or
      substitute another Mortgage Loan, in each case except as provided in the
      Custodial and Disbursement Agreement.

(f)   In the event Seller or its Affiliate is servicing the Mortgage Loans,
      Seller shall permit Buyer to inspect 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 Mortgage Loans as provided in this Agreement.

25.   INTENT

(a)   The parties recognize that each Transaction is a "repurchase agreement"
      as that term is defined in Section 101 of Title 11 of the United States
      Code, as amended (except insofar as the type of Purchased Assets
      subject to such Transaction or the term of such Transaction would
      render such definition inapplicable), and a "securities contract" as
      that term is defined in Section 741 of Title 11 of the United States
      Code, as amended (except insofar as the type of Purchased Assets
      subject to such Transaction would render such definition inapplicable).

(b)   It is understood that either party's right to liquidate Purchased Assets
      delivered to it in connection with Transactions hereunder or to exercise
      any other remedies pursuant to Section 16 hereof is a contractual right to
      liquidate such Transaction as described in Sections 555 and 559 of Title
      11 of the United States Code, as amended.

(c)   The parties agree and acknowledge that if a party hereto is an "insured
      depository institution," as such term is defined in the Federal Deposit
      Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a
      "qualified financial contract," as that term is defined in FDIA and any
      rules, orders or policy statements thereunder (except insofar as the type
      of Purchased Assets subject to such Transaction would render such
      definition inapplicable).

(d)   It is understood that this Agreement constitutes a "netting contract"
      as defined in and subject to Title IV of the Federal Deposit Insurance
      Corporation Improvement Act of 1991 ("FDICIA") and each payment
      entitlement and payment obligation under any Transaction hereunder
      shall constitute a "covered contractual payment entitlement" or
      "covered contractual payment obligation", respectively, as defined in
      and subject to FDICIA (except insofar as one or both of the parties is
      not a "financial institution" as that term is defined in FDICIA or
      regulations promulgated thereunder).

26.   PERIODIC DUE DILIGENCE REVIEW

      Seller acknowledges that Buyer has the right to perform continuing due
      diligence reviews with respect to the Mortgage Loans, for purposes of
      verifying compliance with the representations, warranties and
      specifications made hereunder, or otherwise, and Seller agrees that upon
      reasonable (but no less than one (1) Business Day's) prior notice unless
      an Event of Default shall have occurred, in which case no notice is
      required, to Seller, Buyer or its authorized representatives will be
      permitted during normal business hours to

                                      -59-
<PAGE>

      examine, inspect, and make copies and extracts of, the Mortgage Files and
      any and all documents, records, agreements, instruments or information
      relating to such Mortgage Loans in the possession or under the control of
      Seller and/or Custodian. Seller also shall make available to Buyer a
      knowledgeable financial or accounting officer for the purpose of answering
      questions respecting the Mortgage Files and the Mortgage Loans. Without
      limiting the generality of the foregoing, Seller acknowledges that Buyer
      may purchase Mortgage Loans from Seller based solely upon the information
      provided by Seller to Buyer in the Seller Asset 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 Mortgage Loans
      purchased in a Transaction, including without limitation ordering new
      credit reports and new appraisals on the related Mortgaged Properties and
      otherwise re-generating the information used to originate such Mortgage
      Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually
      agreed upon 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 Mortgage Loans in the possession, or under the control, of Seller.
      Buyer shall pay all out-of-pocket costs and expenses incurred by Buyer in
      connection with Buyer's activities pursuant to this Section 26 ("Due
      Diligence Costs"); provided that,(i) in the event that a Default or an
      Event of Default shall have occurred or (ii) in the event that Buyer shall
      determine the need to confirm compliance with local, state or federal laws
      concerning the regulation of predatory lending practices, Seller shall
      reimburse Buyer for all Due Diligence Costs for any and all reasonable
      out-of-pocket costs and expenses incurred by Buyer in connection with
      Buyer's activities pursuant to this Section 26.

27.   BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT

(a)   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, to take any and all
      appropriate action and to execute any and all documents and instruments
      which may be reasonably necessary or desirable to accomplish the
      purposes of this Agreement, 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, to do the
      following:

      (1)   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 under
            any mortgage insurance or with respect to any other 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 under any
            such mortgage insurance or with respect to any other Purchased Items
            whenever payable;

                                      -60-
<PAGE>

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

      (3)   (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; (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 such
            Seller might do;

      (4)   to direct the actions of Custodian with respect to the Purchased
            Items under the Custodial and Disbursement Agreement; and

      (5)   to execute, from time to time, in connection with any sale provided
            for in Section 13, any endorsements, assignments or other
            instruments of conveyance or transfer with respect to the Purchased
            Items.

      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.

(b)   The powers conferred on Buyer hereunder are solely to protect Buyer's
      interests in the Purchased Items and Purchase Assets 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.

28.   MISCELLANEOUS

(a)   If there is any conflict between the terms of this Agreement or any
      Transaction entered into hereunder and the Custodial and Disbursement
      Agreement, this Agreement shall prevail.

                                      -61-
<PAGE>

(b)   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.

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

(d)   Seller hereby acknowledges that:

      (1)   it has been advised by counsel in the negotiation, execution and
            delivery of this Agreement and the other Repurchase Documents;

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

      (3)   no joint venture exists between Buyer and Seller.

29.   CONFIDENTIALITY

      Seller hereby acknowledges and agrees that all information regarding the
      terms set forth in any of the Repurchase Documents or the Transactions
      contemplated thereby (the "Confidential Terms") shall be kept confidential
      by it and the Buyer and shall not be divulged to any party without the
      prior written consent of such other party except to the extent that (i) it
      is necessary to do so in working with legal counsel, auditors, taxing
      authorities or other governmental agencies or regulatory bodies or in
      order to comply with any applicable federal or state laws, (ii) any of the
      Confidential Terms are in the public domain other than due to a breach of
      this covenant, (iii) in the event of a Default or an Event of Default,
      Buyer determines such information to be necessary or desirable to disclose
      in connection with the marketing and sales of the Purchased Assets or
      otherwise to enforce or exercise Buyer's rights hereunder or (iv) Buyer
      determines such disclosure to be necessary in connection with pledging,
      repledging, transferring, hypothecating, or rehypothecating the Purchased
      Assets and Purchased Items pursuant to Section 9 hereof. Notwithstanding
      the foregoing or anything to the contrary contained herein or in any other
      transaction document, the parties hereto may disclose to any and all
      Persons, without limitation of any kind, the federal, state and local tax
      treatment of the Transaction, any fact relevant to understanding the
      federal, state and local tax treatment of the Transaction, and all
      materials of any kind (including opinions or other tax analyses) relating
      to such federal, state and local tax treatment and any fact relevant to
      understanding such tax treatment; provided that Seller may not disclose
      the name of or identifying information with respect to Buyer or any
      pricing terms (including, without limitation, the Pricing Rate, Commitment
      Fee, Purchase Percentage and Purchase Price) or other nonpublic business
      or financial information (including any sublimits and financial covenants)
      that is unrelated to the purported or claimed federal, state and local tax
      treatment of the Transaction and is not relevant to understanding the
      federal, state and local tax treatment of the Transaction, without the
      prior written consent of the Buyer. The provisions set forth in this
      Section 29 shall survive the termination of this Agreement for a period of
      one year following such termination.

                                      -62-
<PAGE>

30.   CONFLICTS

      In the event of any conflict between the terms of this Agreement, any
      other Repurchase Document and any Confirmation, the documents shall
      control in the following order of priority: first, the terms of the
      Confirmation shall prevail, then terms of this Agreement shall prevail,
      and then terms of the other Repurchase Documents shall prevail.

31.   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,
      any such notice being expressly waived by Seller to the extent permitted
      by applicable law, upon any amount becoming due and payable by Seller to
      Buyer hereunder or otherwise (whether at the stated maturity, by
      acceleration or otherwise) to set-off and appropriate and apply against
      such amount any and all monies and other property of Seller, any and all
      deposits (general or special, time or demand, provisional or final), in
      any currency, and any and all other credits, indebtedness or claims, in
      any currency, in each case whether direct or indirect, absolute or
      contingent, matured or unmatured, and in each case at any time held or
      owing by Buyer or any Affiliate thereof to or for the credit or the
      account of Seller. Buyer agrees promptly to notify Seller after any such
      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.

32.   Obligations Joint and Several

(a)   Each of the Seller Entities hereby acknowledges and agrees that it shall
      be jointly and severally liable to Buyer for all representations,
      warranties, covenants, obligations and indemnities of Seller hereunder.

(b)   Each of the Seller Entities waives any and all notice of the creation,
      renewal, extension or accrual of any of the Repurchase Obligations and
      notice of or proof of reliance by the Buyer upon the obligations of
      such Seller Entity set forth herein or acceptance of such obligations
      by such Seller Entity hereunder. Each Seller Entity waives diligence,
      presentment, protest, demand for payment and notice of default or
      nonpayment to or upon each other Seller Entity with respect to the
      Repurchase Obligations. Each Seller Entity's obligations shall be
      construed as continuing, absolute and unconditional obligations without
      regard to  (i) any defense, set-off or counterclaim (other than a
      defense of payment or performance) which may at any time be available
      to or be asserted by any Seller Entity against the Buyer, or (ii) any
      other circumstance whatsoever (with or without notice to or knowledge
      of any Seller Entity) which constitutes, or might be construed to
      constitute, an equitable or legal discharge of such Seller Entity for
      the Repurchase Obligations. Each Seller Entity hereby waives any
      defense arising by reason of, and any and all right to assert against
      the Buyer any claim or defense based upon, an election of remedies by
      the Buyer which in any manner impairs, affects, reduces, releases,
      destroys and/or extinguishes such Seller Entity's subrogation rights,
      rights to proceed against such Seller Entity or any other party for
      reimbursement or contribution,

                                      -63-
<PAGE>

      and/or any other rights of such Seller Entity to proceed against any other
      Seller Entity, against any other guarantor, or against any other person or
      security.

(c)   The parties intend that the each Seller Entity's Repurchase Obligations
      are primary obligations and not in the nature of a guaranty or suretyship.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

            IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the date set forth above.

                                       BUYER:
                                       ------

                                       CDC MORTGAGE CAPITAL INC.

                                       By: /s/ Joe Piscina
                                          --------------------------------------
                                          Name:  Joe Piscina
                                          Title: Managing Director

                                       By: /s/ Kathy Lynch
                                          --------------------------------------
                                          Name:  Kathy Lynch
                                          Title: Director

Address for Notices:                      with a copy to:

9 West 57th Street                        9 West 57th Street
New York, NY 10019                        New York, NY 10019
Attn: Ray Sullivan                        Attn: Al Zakes, Esq., General Counsel
                                          Telecopier No.: (212) 891-1922
Telecopier No.: (212) 891-3347            Telephone No.: (212) 891-6137
Telephone No.: (212) 891-5815             Email: albert.zakes@cdcixis-cmna.com
Email: r.sullivan@cdcixis-cmna.com
                                          and with a copy to:
                                          9 West 57th Street
                                          New York, NY 10019
                                          Attn: Michael Friedman
                                          Telecopier No.: (212) 891-6143
                                          Telephone No.: (212) 891-6261
                                          Email: m.friedman@cdcixis-cmna.com


<PAGE>




                                       SELLER:
                                       -------

                                       AMERICAN HOME MORTGAGE CORP.

                                       By: /s/ Alan Horn
                                          --------------------------------------
                                          Name:  Alan Horn
                                          Title: Executive Vice President

                                       AMERICAN HOME MORTGAGE INVESTMENT CORP.

                                       By: /s/ Alan Horn
                                          --------------------------------------
                                          Name:  Alan Horn
                                          Title: Executive Vice President

                                       AMERICAN HOME MORTGAGE HOLDINGS, INC.

                                       By: /s/ Alan Horn
                                          --------------------------------------
                                          Name:  Alan Horn
                                          Title: Executive Vice President

                                       AMERICAN HOME MORTGAGE ACCEPTANCE, INC.

                                       By: /s/ Alan Horn
                                          --------------------------------------
                                          Name:  Alan Horn
                                          Title: Executive Vice President

<PAGE>

                                       COLUMBIA NATIONAL, INCORPORATED

                                       By: /s/ Alan Horn
                                          --------------------------------------
                                          Name:  Alan Horn
                                          Title: Executive Vice President

                                       Address for Notices:
                                          520 Broadhollow Road,
                                          Melville, New York 11747
                                          Attn: Alan B. Horn, Esq., Executive
                                          Vice President and General Counsel
                                          Telecopier No.: (800) 209-7276
                                          Telephone No: (516) 396-7703
                                          Email: alan.horn@americanhm.com