<PAGE>

                                                                    EXHIBIT 10.9

                       MORTGAGE LOAN PURCHASE AGREEMENT
                       --------------------------------


PURCHASER:          PAINE WEBBER REAL ESTATE SECURITIES INC.

ADDRESS:            1285 AVENUE OF THE AMERICAS
                    NEW YORK, NEW YORK 10019
                    ATTENTION:  AL MARRAPODI

SELLER:             CRESCENT BANK & TRUST COMPANY
                    -----------------------------

ADDRESS:            SOUTH TERRACES, SUITE 285
                    -------------------------
                    115 PERIMETER CENTER PLACE
                    --------------------------
                    ATLANTA, GA 30346
                    -----------------

DATE OF AGREEMENT:  MAY 23, 1994
                    ------------
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
<S>                                                                                <C>
Section 1.     Definitions.........................................................   1
Section 2.     Procedures for Purchases of Mortgage Loans..........................   7
Section 3.     Sale of Mortgage Loans to the Agency................................   9
Section 4.     Servicing of the Mortgage Loans.....................................  11
Section 5.     Trade Assignments...................................................  12
Section 6.     Transfers of Mortgage Loan by Purchaser.............................  12
Section 7.     Record Title to Mortgage Loans; Intent of Parties; Security Interest  13
Section 8.     Representations and Warranties......................................  13
Section 9.     Covenants of Seller.................................................  19
Section 10.    Term................................................................  21
Section 11.    Exclusive Benefit of Parties; Assignment............................  21
Section 12.    Amendments; Waivers; Cumulative Rights..............................  22
Section 13.    Execution in Counterparts...........................................  22
Section 14.    Effect of Invalidity of Provisions..................................  22
Section 15.    Governing Law.......................................................  22
Section 16.    Notices.............................................................  22
Section 17.    Entire Agreement....................................................  22
Section 18.    Costs of Enforcement................................................  22
Section 19.    Consent to Service..................................................  23
Section 20.    Construction........................................................  23
</TABLE>

                                       i
<PAGE>

Exhibit A-1    Loan Purchase Detail

Exhibit A-2    Takeout Proceeds Identification Letter

Exhibit A-3    Unidentified Funds Notice

Exhibit A-4    Resubmission Letter

Exhibit B-1    Warehouse Lender's Release

Exhibit B-2    Warehouse Lender's Wire Instructions

Exhibit C-1    Seller's Release

Exhibit C-2    Seller's Wire Instructions

Exhibit D      Purchaser's Wire Instructions to Seller

Exhibit E      UCC-1 Financing Statement

                                      ii
<PAGE>

                       MORTGAGE LOAN PURCHASE AGREEMENT
                       --------------------------------

          This Mortgage Loan Purchase Agreement ("Agreement"), dated as of the
date set forth on the cover page hereof, between PAINE WEBBER REAL ESTATE
SECURITIES INC. ("Purchaser") and the Seller whose name is set forth on the
cover page hereof ("Seller").

                             PRELIMINARY STATEMENT
                             ---------------------

          Seller may, in its sole discretion, offer to sell to Purchaser from
time to time Mortgage Loans, and Purchaser, in its sole discretion, may agree to
purchase such Mortgage Loans from Seller in accordance with the terms and
conditions set forth in this Agreement. Seller, subject to the terms hereof,
will cause each Mortgage Loan to be purchased by the Agency. During the period
from the purchase of a Mortgage Loan to the sale of the Mortgage Loan to the
Agency, Purchaser expects to rely entirely upon Seller to service each such
Mortgage Loan.

          The parties hereto hereby agree as follows:

          Section 1.  Definitions.
                      -----------

          Capitalized terms used but not defined herein shall have the meanings
set forth in the Custodial Agreement. As used in this Agreement, the following
terms shall have the following meanings:

                 "Act of Insolvency": With respect to Seller, (a) the
          commencement by Seller as debtor of any case or proceeding under any
          bankruptcy, insolvency, reorganization, liquidation, dissolution or
          similar law, or Seller's seeking the appointment of a receiver,
          trustee, custodian or similar official for Seller or any substantial
          part of its property, or (b) the commencement of any such case or
          proceeding against Seller, or another's seeking such appointment, or
          the filing against Seller of an application for a protective decree
          which (1) is consented to or not timely contested by Seller, (2)
          results in the entry of an order for relief, such an appointment, the
          issuance of such a protective decree or the entry of an order having a
          similar effect, or (3) is not dismissed within sixty (60) days, (c)
          the making by Seller of a general assignment for the benefit of
          creditors, or (d) the admission in writing by Seller that Seller is
          unable to pay its debts as they become due or the nonpayment generally
          by Seller of its debts as they become due.

                 "Agency":  FNMA or FHLMC, as applicable.

                 "Assignee": Chemical Bank, as agent for certain beneficiaries
          pursuant to certain Repurchase Transaction Tri-Party Custody
          Agreements.

                                       1
<PAGE>

               "Applicable Guide":  The Freddie Mac Sellers' Guide, or the
                                     --------------------------
          Fannie Mae Selling Guide, as applicable, and as each may be amended or
          ------------------------
          supplemented from time to time.

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

               "Cash Window Submission Package":  As defined in the Custodial
          Agreement.

               "Collateral": The Mortgage Loans (including all servicing rights
          related thereto), any Custodial Accounts, the Takeout Commitments and
          the proceeds of any and all of the foregoing.

               "Commitment Expiration Date":  With respect to any Takeout
          Commitment, the expiration date thereof.

               "Commitment Requirements":  The requirements issued by the Agency
          in the Applicable Guide regarding the issuance of Takeout Commitments,
          as amended from time to time by the Agency.

               "Credit File":  All papers and records of whatever kind or
          description, whether developed or originated by Seller or others,
          required to document or service the Mortgage Loan; provided, however,
          that such Mortgage Loan papers, documents and records shall not
          include any Mortgage Loan papers, documents or records which are
          contained in the Cash Window Submission Package.

               "Cure Expiration Date":  With respect to a Defective Mortgage
          Loan, the date occurring five Business Days after the Commitment
          Expiration Date.

               "Custodial Account":  A separate custodial account, established
          and maintained by Seller under the conditions set forth in Section
          4(b), for the deposit by Seller of all collections in respect of a
          Mortgage Loan that are payable to Purchaser as the owner of the
          Mortgage Loan.

               "Custodial Agreement":  The Mortgage Loan Custodial Agreement,
          dated as of the date set forth on the cover sheet thereof, among
          Seller, Purchaser and Custodian, as amended from time to time.

                                       2
<PAGE>

               "Custodian":  Chemical Bank and its permitted successors
          hereunder.

               "Defective Mortgage Loan":  A Mortgage Loan that is not in
          compliance with the Applicable Guide and this Agreement.

               "Defective Settlement Information": Any Settlement Information
          (i) that does not accurately identify Mortgage Loans by the
          Mortgagor's name, (ii) in which the aggregate disbursement information
          does not equal the precise amount of Takeout Proceeds received by
          Purchaser from the Agency or (iii) does not include a Takeout Proceeds
          Identification Letter, when applicable.

               "Discount":  With respect to each Mortgage Loan, the amount set
          forth on such related Funding Confirmation as the Discount.

               "Document File":  The Credit File and the Cash Window Submission
          Package.

               "Due Date":  The day of the month on which the Monthly Payment is
          due on a Mortgage Loan.

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

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

               "FHLMC Commitment":  A commitment executed by FHLMC and Seller
          evidencing FHLMC's agreement to purchase one or more Mortgage Loans
          from Seller and Seller's agreement to sell one or more Mortgage Loans
          to FHLMC by the applicable Commitment Expiration Date under any FHLMC
          cash program.

               "FNMA" or "Fannie Mae":  The Federal National Mortgage
          Association or any successor thereto.

               "FNMA Commitment":  A commitment executed by FNMA and Seller,
          evidencing FNMA's agreement to purchase one or more Mortgage Loans
          from Seller and Seller's agreement to sell one or more Mortgage Loans
          to FNMA by the applicable Commitment Expiration Date under any FNMA
          cash program.

               "Funding Confirmation":  With respect to all Mortgage Loans
          purchased by Purchaser from Seller via a single wire funds transaction
          on a particular Business Day, the trade confirmation from Purchaser to

                                       3
<PAGE>

          Seller confirming the terms of Purchaser's purchase of such Mortgage
          Loans.

               "Incremental Pass-Through Rate":  The amount by which the Pass-
          Through Rate is increased upon the occurrence of (i) a Cure Expiration
          Date or (ii) any event giving Participant the right to elect a remedy
          pursuant to Section 3, which amount shall be set forth in a Funding
          Confirmation as the "Incremental Pass-Through Rate".

               "Loan Purchase Detail":  A loan purchase detail, transmitted via
          facsimile in the form of Exhibit A-1, or transmitted electronically in
          an appropriate data layout provided by Purchaser, prepared by Seller,
          containing certain information regarding the characteristics of all
          Mortgage Loans being offered for sale by Seller on a particular
          Business Day.

               "Losses": Any and all losses, claims, damages, liabilities or
          expenses (including reasonable attorneys' fees) incurred by any person
          specified; provided, however, that "Losses" shall not include any
          losses, claims, damages, liabilities or expenses which would have been
          avoided had such person taken reasonable actions to mitigate such
          losses, claims, damages, liabilities or expenses.

               "Monthly Payment":  The scheduled monthly payment of principal
          and interest on a Mortgage Loan.

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

               "Mortgage Loan":  A conventional single family residential
          mortgage loan which is subject to this Agreement, and which satisfies
          the Commitment Requirements as the same may be modified from time to
          time.

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

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

               "Mortgagor": The obligor on a Mortgage Note.

               "NCUA": The National Credit Union Administration, or any
          successor thereto.

                                       4
<PAGE>

               "OTS":  The Office of Thrift Supervision, or any successor
          thereto.

               "Parent Company":  A corporation or other entity owning at least
          50% of the outstanding shares of voting stock of Seller.

               "Pass-Through Rate":  With respect to each Mortgage Loan, the
          rate at which interest is passed through to Purchaser which initially
          shall be the rate of interest specified on a Funding Confirmation as
          the Pass-Through Rate.

               "Performance Fee":  With respect to each Mortgage Loan, an amount
          equal to the Discount, plus the Yield Compensation Adjustment plus or
          minus any other adjustments permitted hereunder, which amount shall be
          payable to Seller by Purchaser as compensation to Seller for its
          services hereunder.

               "Purchase Advice":  An advice delivered to Seller by the Agency
          via either MIDANET or MORNET, as applicable, confirming the amount of
          Takeout Proceeds allocable to each Mortgage Loan purchased by the
          Agency.

               "Purchase Date":  With respect to any Mortgage Loan, the date of
          payment thereof by Purchaser to Seller of the Purchase Price.

               "Purchase Price":  With respect to each Mortgage Loan, an amount
          equal to the Trade Principal less an amount equal to the product of
          the Trade Principal and the Discount.  Accrued interest shall be
          allocated in accordance with Section 2(c).

               "Purchaser":  Paine Webber Real Estate Securities Inc. and its
          successors.

               "Purchaser's Wire Instructions to Seller": The wire instructions,
          set forth in a notice delivered by Purchaser to Seller containing the
          information set forth in Exhibit D, to be used for the payment of all
          amounts due and payable to Purchaser hereunder.

               "Resubmission Letter":  A letter in the form of Exhibit A-4
          delivered by Seller to Purchaser requesting Purchaser's permission to
          resubmit a Mortgage Loan to the Agency.

               "RTC":  The Resolution Trust Corporation or any successor
          thereto.

                                       5
<PAGE>

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

               "Seller's Release":  A letter in the form of Exhibit C-1,
          delivered by Seller when no Warehouse Lender has an interest in a
          Mortgage Loan, conditionally releasing all of Seller's interest in a
          Mortgage Loan upon receipt of payment by Seller.

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

               "Settlement Date":  With respect to any Mortgage Loan, the date
          the allocable Pass-Through Rate shall cease to accrue upon payment by
          the Agency to Purchaser of the Takeout Proceeds as confirmed by
          Purchaser's receipt from Seller of the related Settlement Information
          in accordance with Section 3(a).

               "Settlement Information":  (i) The Purchase Advice or group of
          Purchase Advices which shall identify or be modified by Seller to
          identify each Mortgage Loan by the Mortgagor's name, and of which the
          aggregate disbursement amount equals the precise dollar amount of
          Takeout Proceeds received by Purchaser from the Agency and (ii) when
          applicable, a Takeout Proceeds Identification Letter.

               "Successor Servicer":  An entity designated by Purchaser, in
          conformity with Section 16, to replace Seller as servicer for
          Purchaser, and as seller/servicer of the Mortgage Loans for the
          Agency.

               "Takeout Commitment":  A FHLMC Commitment or a FNMA Commitment.

               "Takeout Proceeds":  The amount of funds the Agency pays to
          Purchaser on a particular Business Day as identified by the related
          Settlement Information.

               "Takeout Proceeds Identification Letter":  A letter in the form
          of Exhibit A-2, delivered by Seller to Purchaser identifying Takeout
          Proceeds received by Purchaser from the Agency which funds do not
          relate to Mortgage Loans purchased by Purchaser from Seller.

               "Trade Price":  The trade price set forth on a Takeout
          Commitment.

                                       6
<PAGE>

               "Trade Principal":  With respect to any Mortgage Loan, the
          outstanding principal balance of the Mortgage Loan multiplied by a
          percentage equal to the Trade Price.

               "Unidentified Funds Notice":  A letter, in the form of Exhibit A-
          3, from Purchaser to Seller notifying Seller that Purchaser has
          received Takeout Proceeds which have not yet been properly identified
          by Seller.

               "Warehouse Lender":  Any lender, including, without limitation,
          Purchaser, providing financing to the Seller in any fractional amount
          for the purpose of originating or purchasing Mortgage Loans, which
          lender has a security interest in such Mortgage Loans as collateral
          for the obligations of Seller to such lender.

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

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

               "Yield Compensation Adjustment": Subject to any further
          adjustment provided in this Agreement, an amount (which may be a
          negative number) equal to:

                                   A(BC-DE)
                                   --------
                                      360

          where (i) A equals the number of days in the period beginning on the
          Purchase Date to but not including the Settlement Date, (ii) B equals
          the principal amount of the Mortgage Loan, (iii) C equals the interest
          rate (expressed as a decimal) on the Mortgage Loan, (iv) D equals the
          Purchase Price and (v) E equals the Pass-Through Rate (expressed as a
          decimal).

          Section 2.  Procedures for Purchases of Mortgage Loans  .
                      ------------------------------------------

          (a)(1) Purchaser may, in its sole discretion, from time to time,
purchase one or more Mortgage Loans from Seller.  Seller shall be deemed to make
for the benefit of Purchaser, as of the applicable dates specified in Section 8,
the

                                       7
<PAGE>

representations and warranties set forth in Section 8 in respect of each such
Mortgage Loan.

          (a)(2) Prior to Purchaser's election to purchase any Mortgage Loan,
Purchaser shall have received from Seller a Loan Purchase Detail, either
electronically or via a facsimile transmission, and Custodian shall have
received all applicable documents required by Section 2 of the Custodial
Agreement.  The terms and conditions of such purchase shall be set forth in this
Agreement and in each Funding Confirmation.

          (b)(1) If Purchaser elects to purchase any Mortgage Loan, Purchaser
shall pay the amount of the Purchase Price for such Mortgage Loan by wire
transfer of immediately available funds (i) if a Warehouse Lender's Release has
been included in the related Cash Window Submission Package, in accordance with
the Warehouse Lender's Wire Instructions or (ii) if there is no Warehouse
Lender's Release included in the related Cash Window Submission Package, in
accordance with the Seller's Wire Instructions.  If Purchaser is the Warehouse
Lender with respect to a Mortgage Loan, the amount transferred shall be reduced
to account for amounts previously advanced by Purchaser with respect to such
Mortgage Loan.  With respect to each Mortgage Loan which Purchaser has elected
to purchase, Custodian shall deliver to the Agency the Cash Window Submission
Package in respect of such Mortgage Loans, in the manner and at the time set
forth in the Custodial Agreement. Seller shall thereafter promptly deliver to
the Agency any and all additional documents requested by the Agency to enable
the Agency to make payment to Purchaser of the Takeout Proceeds.

          (b)(2) Simultaneously with the payment by Purchaser of the Purchase
Price of a Mortgage Loan, in accordance with the Warehouse Lender's Wire
Instructions or the Seller's Wire Instructions, as applicable, with respect to a
Mortgage Loan, Seller hereby conveys to Purchaser all of Seller's right, title
and interest in and to such Mortgage Loan, free and clear of any lien, claim or
encumbrance.

          (c)    With respect to each Mortgage Loan that Purchaser elects to
purchase hereunder, Purchaser shall owe to Seller a Performance Fee.  The Yield
Compensation Adjustment component of the Performance Fee shall include an
accrued interest calculation.  Purchaser's accrued interest calculation shall be
identical to that of the Agency, therefore the amount of accrued interest
included in a settlement calculation will represent accrued interest paid to
Purchaser and paid by Purchaser.

          (d)    Notwithstanding the satisfaction by Seller of the conditions
specified in Section 2(a), Purchaser is not obligated to purchase any Mortgage
Loan offered to it hereunder.  In the event that Purchaser rejects a Mortgage
Loan for purchase for any reason and/or does not transmit the Purchase Price,
any Cash Window Submission Package delivered to Custodian in anticipation of
such purchase shall be returned by Custodian in accordance with the terms of
Custodial Agreement.

                                       8
<PAGE>

          Section 3.    Sale of Mortgage Loans to the Agency.
                        ------------------------------------

          (a)(1) Upon the sale to the Agency of a Mortgage Loan previously
purchased by Purchaser hereunder, Seller shall cause Takeout Proceeds relating
to such Mortgage Loan to be paid to Purchaser in accordance with Purchaser's
Wire Instructions to Seller.  Since the Agency may aggregate Takeout Proceeds
from several Mortgage Loans in one wire transfer, it may be necessary, from time
to time, for Seller to cause the Agency to also pay to Purchaser Takeout
Proceeds relating to Mortgage Loans not purchased by Purchaser.

          (a)(2) Upon receipt by Purchaser of any Takeout Proceeds, Purchaser
will attempt to identify such Takeout Proceeds by reviewing the Settlement
Information that has been supplied by Seller in advance of the purchase of
Mortgage Loans by the Agency.

          (a)(3) If Settlement Information has not been supplied by Seller to
Purchaser, or if Purchaser has received Defective Settlement Information,
Purchaser will deliver an Unidentified Funds Notice to Seller.  Upon receipt of
an Unidentified Funds Notice from Purchaser, Seller shall promptly deliver
Settlement Information to Purchaser.  If Seller fails to deliver Settlement
Information to Purchaser within one Business Day after receipt by Seller of an
Unidentified Funds Notice, Purchaser may, in its sole discretion, return any
Takeout Proceeds that it can not identify to the source from which such Takeout
Proceeds were received by Purchaser.

          (a)(4) The Settlement Date will occur on the earliest date Settlement
Information is made available by Seller to Purchaser.  Purchaser will (i) place
all unidentified Takeout Proceeds in a non-interest bearing account and (ii)
continue to accrue interest at the Pass-Through Rate on all Mortgage Loans which
relate to such unidentified Takeout Proceeds until the Settlement Date of such
Mortgage Loans.

          (a)(5) All Takeout Proceeds received by Purchaser from the Agency and
all Settlement Information received by Purchaser from Seller after 2:00 P.M. New
York City time on a Business Day (or at any time on a day which is not a
Business Day) shall be deemed, with regard to determining the Settlement Date,
received by Purchaser on the next succeeding Business Day.

          (b)(1) If any Mortgage Loan is rejected by the Agency because it is a
Defective Mortgage Loan, Seller shall promptly notify Purchaser.  If any
Mortgage Loan is a Defective Mortgage Loan on the Purchase Date and in
Purchaser's sole judgment the defects in such Mortgage Loan will not be cured
(or in fact are not cured) by Seller prior to the Cure Expiration Date, the
Pass-Through Rate applicable to such Defective Mortgage Loan shall, on such Cure
Expiration Date, increase by the Incremental Pass-Through Rate and Purchaser, at
its election, may require that Seller, upon receipt of notice from Purchaser,
either (i) immediately repurchase Purchaser's ownership interest in such
Defective Mortgage Loan by remitting to Purchaser (in immediately available
funds in accordance with Purchaser's instructions) the amount paid by Purchaser
for such Defective Mortgage Loan plus interest at the Pass-Through Rate on the
principal amount thereof from the Purchase Date of such Mortgage Loan to the
date of such repurchase or (ii) pursuant to a request from Seller

                                       9
<PAGE>

evidenced by the receipt by Purchaser of a Resubmission Letter, permit Seller to
resubmit such modified Mortgage Loan to the Agency under a new Takeout
Commitment. If at any time prior to the repurchase of a Defective Mortgage Loan
by Seller or the purchase of a Mortgage Loan by the Agency, Seller receives the
Mortgage Note or any other portion of the Cash Window Submission Package, Seller
shall promptly forward such Mortgage Note and/or other portion of the Cash
Window Submission Package to Purchaser.

          (b)(2) If Seller fails to comply with its obligations in the manner
described in Section 3(b)(1), upon receipt by Seller of notice from Purchaser,
Seller's rights and obligations to service Mortgage Loans, as provided in this
Agreement, shall terminate.  If an Act of Insolvency occurs at any time,
Seller's rights and obligations to service the Mortgage Loans, as provided in
this Agreement, shall terminate immediately, without any notice or action by
Purchaser.  Upon any such termination, Purchaser is hereby authorized and
empowered as the exclusive agent for Seller to sell and transfer such rights to
service the Mortgage Loans for such price and on such terms and conditions as
Purchaser shall reasonably determine, and Seller shall not otherwise attempt to
sell or transfer such rights to service without the prior consent of Purchaser.
Seller shall perform all acts and take all action so that all files and
documents relating to the Mortgage Loans held by Seller, together with all
escrow amounts relating to such Mortgage Loans, are delivered to Successor
Servicer.  To the extent that the approval of the Agency or any other person is
required for any such sale or transfer, Seller shall fully cooperate with
Purchaser to obtain such approval.  Upon exercise by Purchaser of its remedies
under this Section 3(b)(2), Seller hereby authorizes Purchaser to receive all
amounts paid by any purchaser of such rights to service the Mortgage Loans and
to remit such amounts to Seller subject to Purchaser's rights of set-off under
this Agreement.  Upon exercise by Purchaser of its remedies under this Section
3(b)(2), Purchaser's obligation to pay and Seller's right to receive any portion
of the Performance Fee relating to such Mortgage Loans shall automatically be
canceled and become null and void, provided that such cancellation shall in no
way relieve Seller or otherwise affect the obligation of Seller to indemnify and
hold Purchaser harmless as specified in Section 3(c).

          (b)(3) Each Mortgage Loan required to be delivered to Successor
Servicer by Section 3(b)(2) shall be delivered free of any servicing rights in
favor of Seller and free of any title, interest, lien, encumbrance or claim of
any kind of Seller.  Seller shall deliver or cause to be delivered all files and
documents relating to each Mortgage Loan held by Seller to Successor Servicer.
Seller shall promptly take such actions and furnish to Purchaser such documents
that Purchaser deems necessary or appropriate to enable Purchaser to cure any
defect in each such Mortgage Loan or to enforce such Mortgage Loans, as
appropriate.

          (c)    Seller agrees to indemnify and hold Purchaser and its assignees
harmless from and against all Losses resulting from or relating to any breach or
failure to perform by Seller of any representation, warranty, covenant, term or
condition made or to be performed by Seller under this Agreement.

          (d)    No exercise by Purchaser of its rights under this Section 3
shall relieve Seller of responsibility or liability for any breach of this
Agreement.

                                      10
<PAGE>

          (e)    Seller hereby grants Purchaser a right of set-off against the
payment of any amounts that may be due and payable to Purchaser from Seller,
such right to be upon any and all monies or other property of Seller held or
received by Purchaser, or due and owing from Purchaser to Seller.

          Section 4.  Servicing of the Mortgage Loans.
                      -------------------------------

          (a)    Seller shall service and administer each Mortgage Loan on
behalf of Purchaser in accordance with prudent mortgage loan servicing standards
and procedures generally accepted in the mortgage banking industry and in
accordance with the requirements of the Agency as though the Agency's
requirement were set forth in independent contract between Seller and Purchaser,
provided that Seller shall at all times comply with applicable law, and the
requirements of any applicable insurer or guarantor so that the insurance in
respect of any Mortgage Loan is not voided or reduced. Seller shall at all times
maintain accurate and complete records of its servicing of each Mortgage Loan,
and Purchaser may, at any time during Seller's business hours on reasonable
notice, examine and make copies of such records. In addition, if a Mortgage Loan
is not purchased by the Agency on or before the Cure Expiration Date, Seller
shall at Purchaser's request deliver to Purchaser monthly reports regarding the
status of such Mortgage Loan, which reports shall include, but shall not be
limited to, a description of each Mortgage Loan in default for more than thirty
days, and such other circumstances with respect to any Mortgage Loan (whether or
not such Mortgage Loan is included in the foregoing list) that could materially
adversely affect any such Mortgage Loan, Purchaser's ownership of any such
Mortgage Loan or the collateral securing any such Mortgage Loan. Seller shall
deliver such a report to Purchaser every thirty days until (i) the purchase by
the Agency of such Mortgage Loan pursuant to the related Takeout Commitment or
(ii) the exercise by Purchaser of any remedial election pursuant to Section 3.

          (b)    Within five Business Days of notice from Purchaser or, with
respect to any Mortgage Loan, on the Cure Expiration Date, Seller shall
establish and maintain a Custodial Account entitled "[name of Seller], in trust
for Paine Webber Real Estate Securities Inc. and its assignees under the
Mortgage Loan Purchase Agreement dated [the date of this Agreement]" and shall
promptly deposit into such Custodial Account, in the form received with any
necessary endorsements, all collections received in respect of each Mortgage
Loan that are payable to Purchaser as the owner of each such Mortgage Loan.

          (c)    Amounts deposited in the Custodial Account with respect to any
Mortgage Loan shall be held in trust for Purchaser as the owner of such Mortgage
Loan and shall be released only as follows:

                 (1)  Except as otherwise provided in this Section 4(c),
          following receipt by Purchaser or its designee of the Takeout Proceeds
          for such Mortgage Loan from the Agency or Seller amounts deposited in
          the Custodial

                                      11
<PAGE>

          Account shall be paid in accordance with Section 2(c). Notwithstanding
          the foregoing, all amounts deposited in the Custodial Account shall be
          paid to Seller upon the purchase by the Agency of the related Mortgage
          Loan(s) from Purchaser if, and to the extent that, the amounts due and
          payable to Purchaser hereunder have been set off against the Purchase
          Price for the Mortgage Loan or the Performance Fee relating to the
          Mortgage Loan. The amounts paid to Seller (if any) pursuant to this
          Section 4(c)(1) shall constitute Seller's sole compensation for
          servicing the Mortgage Loans as provided in this Section 4.

                 (2)  If Successor Servicer is appointed by Purchaser (either
          under the circumstances set forth in Section 3 or otherwise), all
          amounts deposited in the Custodial Account shall be paid to Purchaser
          promptly upon such delivery.

                 (3)  If a Mortgage Loan is not purchased by the Agency on or
          before the Cure Expiration Date, during the period thereafter that
          Seller remains as servicer, all amounts deposited in the Custodial
          Account shall be released only in accordance with a Purchaser's
          written instructions.

          Section 5.  Trade Assignments.  Seller hereby assigns to Purchaser,
                      -----------------
free of any security interest, lien, claim or encumbrance of any kind, Seller's
rights, under each Takeout Commitment to the full extent permitted by the
Agency, to deliver the Mortgage Loan(s) specified therein to the related the
Agency and to receive the Takeout Proceeds therefor from the Agency. Purchaser
shall not be deemed to have accepted such rights of Seller which relate to a
particular Mortgage Loan unless and until it purchases the Mortgage Loan, and
nothing set forth herein shall be deemed to impair Purchaser's right to reject
any Mortgage Loan for any reason, in its sole discretion.

          Section 6.  Transfers of Mortgage Loan by Purchaser.  Purchaser may,
                      ---------------------------------------
in its sole discretion, assign all of its right, title and interest in or grant
a security interest in any Mortgage Loan sold by Seller hereunder and all rights
of Purchaser under this Agreement and the Custodial Agreement, in respect of
such Mortgage Loan to Assignee, subject only to an obligation on the part of
Assignee to deliver each such Mortgage Loan to the Agency pursuant to Section 5
or to Purchaser to permit Purchaser or its designee to make delivery thereof to
a the Agency pursuant to Section 5.  It is anticipated that such assignment to
Assignee will be made by Purchaser, and Seller hereby irrevocably consents to
such assignment.  No notice of such assignment shall be given by Purchaser to
Seller or the Agency.  Assignment by Purchaser of the Mortgage Loans as provided
in this Section 6 shall not release Purchaser from its obligations otherwise
under this Agreement.

          Without limitation of the foregoing, an assignment of a Mortgage Loan
to Assignee, as described in this Section 6, shall be effective upon delivery to
Assignee of a Cash Window Submission Package.

                                      12
<PAGE>

          Section 7.  Record Title to Mortgage Loans; Intent of Parties;
                      --------------------------------------------------
Security Interest.
-----------------

          (a)    From and after the delivery of the related Cash Window
Submission Package, and subject to the remedies of Purchaser in Section 3,
Seller shall remain the last named payee or endorsee of each Mortgage Note and
the mortgagee or assignee of record of each Mortgage in trust for the benefit of
Purchaser, for the sole purpose of facilitating the servicing of such Mortgage
Loan.

          (b)    Seller shall maintain a complete set of books and records for
each Mortgage Loan which shall be clearly marked to reflect the ownership
interest in each Mortgage Loan of Purchaser.

          (c)    Purchaser and Seller confirm that the transactions contemplated
herein are intended to be sales of the Mortgage Loans by Seller to Purchaser
rather than borrowings secured by the Mortgage Loans.  In the event, for any
reason, any transaction is construed by any court or regulatory authority as a
borrowing rather than as a sale, the Seller and Purchaser intend that Purchaser
or Assignee, as the case may be, shall have a perfected first priority security
interest in the Collateral, free and clear of adverse claims.  In such case,
Seller shall be deemed to have hereby granted to Purchaser or Assignee, as the
case may be, a first priority security interest in and lien upon the Collateral,
free and clear of adverse claims.  In such event, this Agreement shall
constitute a security agreement, the Custodian shall be deemed to be an
independent custodian for purposes of perfection of the security interest
granted to Purchaser or Assignee, as the case may be, and Purchaser or Assignee,
as the case may be, shall have all of the rights of a secured party under
applicable law.  Seller shall, not later than the date of the first purchase of
a Mortgage Loan by Purchaser under this Agreement, deliver to Purchaser a UCC-1
Financing Statement, executed by Seller, containing a description of collateral
in the form attached hereto in Exhibit E.

          Section 8.  Representations and Warranties.
                      ------------------------------

          (a)    Seller hereby represents and warrants to Purchaser as of the
date hereof and as of the date of each delivery of a Cash Window Submission
Package that:

                 (i)    Seller is duly organized, validly existing and in good
          standing under the laws of the state of its organization or of the
          United States of America and has all licenses necessary to carry on
          its business as now being conducted and is licensed, qualified and in
          good standing in the state where the Mortgaged Property is located if
          the laws of such state require licensing or qualification in order to
          conduct business of the type conducted by Seller.  Seller has all
          requisite power and authority (including, if applicable, corporate
          power) to execute and deliver this Agreement and to perform in
          accordance herewith; the execution, delivery and performance of this
          Agreement (including all instruments of transfer to be delivered
          pursuant to this Agreement) by Seller and the consummation of the
          transactions contemplated hereby have been duly

                                      13
<PAGE>

          and validly authorized; this Agreement evidences the valid, binding
          and enforceable obligation of Seller; and all requisite action
          (including, if applicable, corporate action) has been taken by Seller
          to make this Agreement valid and binding upon Seller in accordance
          with its terms;

               (ii)   No approval of the transactions contemplated by this
          Agreement from the OTS, the NCUA, the FDIC or any similar federal or
          state regulatory authority having jurisdiction over Seller is
          required, or if required, such approval has been obtained.  There are
          no actions or proceedings pending or affecting Seller which would
          adversely affect its ability to perform hereunder.  The transfers,
          assignments and conveyances provided for herein are not subject to the
          bulk transfer or any similar statutory provisions in effect in any
          applicable jurisdiction;

               (iii)  The consummation of the transactions contemplated by this
          Agreement are in the ordinary course of business of Seller and will
          not result in the breach of any term or provision of the charter or
          by-laws of Seller or result in the breach of any term or provision of,
          or conflict with or constitute a default under or result in the
          acceleration of any obligation under, any agreement, indenture or loan
          or credit agreement or other instrument to which Seller or its
          property is subject, or result in the violation of any law, rule,
          regulation, order, judgment or decree to which Seller or its property
          is subject;

               (iv)   This Agreement, the Custodial Agreement and every document
          to be executed by Seller pursuant to this Agreement is and will be
          valid, binding and subsisting obligations of Seller, enforceable in
          accordance with their respective terms.  No consents or approvals are
          required to be obtained by Seller or its Parent Company for the
          execution, delivery and performance of this Agreement or the Custodial
          Agreement by Seller;

               (v)    Purchaser will be the sole owner of the related Mortgage
          Loan, free and clear of any lien, claim or encumbrance; and

               (vi)   All information relating to Seller that Seller has
          delivered or caused to be delivered to Purchaser, including, but not
          limited to, all documents related to this Agreement, the Custodial
          Agreement or Seller's financial statements, does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made therein or herein in light of
          the circumstances under which they were made, not misleading.

          (b)  Seller hereby represents, warrants and covenants to Purchaser
with respect to each Mortgage Loan as of the related Purchase Date that:

                                      14
<PAGE>

               (i)    The Mortgage Loan conforms in all respects to the
          requirements of this Agreement, the Commitment Requirements and all
          other requirements of the Agency;

               (ii)   Seller is the sole owner and holder of the Mortgage Loan
          free and clear of any and all liens, pledges, charges or security
          interests of any nature and has full right and authority, subject to
          no interest or participation of, or agreement with, any other party,
          to sell and assign the same pursuant to this Agreement;

               (iii)  No servicing agreement has been entered into with respect
          to the Mortgage Loan, or any such servicing agreement has been
          terminated and there are no restrictions, contractual or governmental,
          which would impair the ability of Purchaser or Purchaser's designees
          from servicing the Mortgage Loan;

               (iv)   The Mortgage is a valid and subsisting first lien on the
          property therein described and the Mortgaged Property is free and
          clear of all encumbrances and liens having priority over the first
          lien of the Mortgage except for liens for real estate taxes and
          special assessments not yet due and payable.  Any pledge account,
          security agreement, chattel mortgage or equivalent document related
          to, and delivered to Purchaser with the Mortgage, establishes in
          Seller a valid and subsisting first lien on the property described
          therein, and Seller has full right to sell and assign the same to
          Purchaser;

               (v)    Neither Seller nor any prior holder of the Mortgage has
          modified the Mortgage in any material respect; satisfied, canceled or
          subordinated the Mortgage in whole or in part; released the Mortgaged
          Property in whole or in part from the lien of the Mortgage; or
          executed any instrument of release, cancellation, modification or
          satisfaction unless such release, cancellation, modification or
          satisfaction does not adversely affect the value of the Mortgage Loan
          and is contained in the related Document File;

               (vi)   The Mortgage Loan is not in default, and all Monthly
          Payments due prior to the Purchase Date and all taxes, governmental
          assessments, insurance premiums, water, sewer and municipal charges,
          leasehold payments or ground rents have been paid.  Seller has not
          advanced funds, or induced or solicited any advance of funds by a
          party other than the Mortgagor directly or indirectly, for the payment
          of any amount required by the Mortgage Loan.  The collection practices
          used by each entity which has serviced the Mortgage Loan have been in
          all respects legal, proper, prudent, and customary in the mortgage
          servicing business.  With respect to escrow deposits and payments in
          those instances where such were required, there exist no deficiencies
          in connection therewith for which customary arrangements for repayment

                                      15
<PAGE>

          thereof have not been made and no escrow deposits or payments or other
          charges or payments have been capitalized under any Mortgage or the
          related Mortgage Note;

               (vii)  There is no default, breach, violation or event of
          acceleration existing under the Mortgage or the related Mortgage Note
          and no event which, with the passage of time or with notice and the
          expiration of any grace of cure period, would constitute a default,
          breach, violation or event of acceleration; and Seller has not waived
          any default, breach, violation or event of acceleration;

               (viii) The Mortgage Loan is not subject to any right of
          rescission, set-off, counterclaim or defense, including the defense of
          usury, nor will the operation of any of the terms of the Mortgage Note
          or the Mortgage, or the exercise of any right thereunder, render
          either the Mortgage Note or the Mortgage unenforceable, in whole or in
          part, or subject to any right of rescission, set-off, counterclaim or
          defense, including the defense of usury, and no such right of
          rescission, set-off, counterclaim or defense has been asserted with
          respect thereto;

               (ix)   The Mortgage Note and the related Mortgage are genuine and
          each is the legal, valid and binding obligation of the maker thereof,
          enforceable in accordance with its terms.  All parties to the Mortgage
          Note and the Mortgage had legal capacity to execute the Mortgage Note
          and the Mortgage and each Mortgage Note and Mortgage have been duly
          and property executed by the Mortgagor;

               (x)    The Mortgage Loan meets, or is exempt from, applicable
          state or federal laws, regulations and other requirements pertaining
          to usury, and the Mortgage Loan is not usurious;

               (xi)   Any and all requirements of any federal, state or local
          law including, without limitation, truth-in-lending, real estate
          settlement procedures, consumer credit protection, equal credit
          opportunity or disclosure laws applicable to the Mortgage Loan have
          been complied with, and Seller shall deliver to Purchaser upon demand,
          evidence of compliance with all such requirements;

               (xii)  Either: (i) Seller and every other holder of the Mortgage,
          if any, were authorized to transact and do business in the
          jurisdiction in which the Mortgaged Property is located at all times
          when such party held the Mortgage; or (ii) the loan of mortgage funds,
          the acquisition of the Mortgage (if Seller was not the original
          lender), the holding of the Mortgage and the transfer of the Mortgage
          did not constitute the transaction of business or the doing of
          business in such jurisdiction;

                                      16
<PAGE>

               (xiii)  The proceeds of the Mortgage Loan have fully disbursed,
          there is no requirement for future advances thereunder and any and all
          requirements as to completion of any on-site or off-site improvements
          and as to disbursements of any escrow funds, therefore, have been
          complied with. All costs, fees and expenses incurred in making, or
          closing or recording the Mortgage Loans were paid;

               (xiv)   The related Mortgage contains customary and enforceable
          provisions such as to render the rights and remedies of the holder
          thereof adequate for the realization against the Mortgaged Property of
          the benefits of the security, including, (i) in the case of a Mortgage
          designated as a deed of trust, by trustee's sale, and (ii) otherwise
          by judicial foreclosure.  There is no homestead or other exemption
          available to the Mortgagor which would interfere with the right to
          sell the Mortgaged Property at a trustee's sale or the right to
          foreclose the Mortgage;

               (xv)    Each Mortgage Loan was originated by an institution that
          is eligible to issue Mortgage Loans under the Applicable Guide;

               (xvi)   At origination, the Mortgaged Property was free and clear
          of all mechanics' and materialmen's liens or liens in the nature
          thereof which are or could be prior to the Mortgage lien, and no
          rights are outstanding that under law could give rise to any such
          lien;

               (xvii)  All of the improvements which are included for the
          purpose of determining the appraised value of the Mortgaged Property
          lie wholly within the boundaries and building restriction lines of
          such property, and no improvements on adjoining properties encroach
          upon the Mortgaged Property;

               (xviii) At origination, no improvement located on or being part
          of the Mortgaged Property was in violation of any applicable zoning
          law or regulation and all inspections, licenses and certificates
          required to be made or issued with respect to all occupied portions of
          the Mortgaged Property, and with respect to the use and occupancy of
          the same, including but not limited to certificates of occupancy and
          fire underwriting certificates, had been made or obtained from the
          appropriate authorities and the Mortgaged Property was lawfully
          occupied under applicable law.  No improvement located on or being
          part of the Mortgaged Property is in violation of any applicable
          zoning law or regulation and all inspections, licenses and
          certificates required to be made or issued with respect to Property,
          and with respect to the use and occupancy of the same, including but
          not limited to certificates of occupancy and fire underwriting
          certificates, have been made or obtained from the appropriate
          authorities and the Mortgaged Property is lawfully occupied under
          applicable law;

                                      17
<PAGE>

               (xix)   There is no proceeding pending for the total or partial
          condemnation of the Mortgaged Property and said property is undamaged
          by waste, fire, earthquake or earth movement, windstorm, flood,
          tornado or other casualty;

               (xx)    All buildings upon the Mortgaged Property are insured
          against loss by fire, hazards of extended coverage and such other
          hazards as are customary in the area where the Mortgaged Property is
          located, pursuant to fire and hazard insurance policies with extended
          coverage or other insurance required by the Applicable Guide, in an
          amount at least equal to the lesser of (i) the outstanding principal
          balance of the Mortgage Loan or (ii) the maximum insurable value
          (replacement cost without deduction for depreciation) of the
          improvements constituting the Mortgaged Property.  If applicable laws
          limit the amount of such insurance to the replacement cost of the
          improvements constituting the Mortgaged Property or to some other
          amount, then such insurance is in an amount equal to the maximum
          allowed by such laws.  Such insurance amount is sufficient to prevent
          the Mortgagor or the loss payee under the policy from becoming a co-
          insurer.  The insurer issuing such insurance is acceptable pursuant to
          the Applicable Guide.  All individual insurance policies contain a
          standard mortgagee clause naming Seller, its successors and assigns,
          as mortgagee and all premiums thereon have been paid.  Each Mortgage
          obligates the Mortgagor thereunder to maintain all such insurance at
          Mortgagor's cost and expense, and upon the Mortgagor's failure to do
          so, authorizes the holder of the Mortgage to obtain and maintain such
          insurance at Mortgagor's cost and expense and to seek reimbursement
          therefor from the Mortgagor.  Any flood insurance required by
          applicable law has been obtained;

               (xxi)   The related Mortgage Note is payable on the Due Date of
          each month in self-amortizing monthly installments of principal and
          interest, with interest payable in arrears, providing for full
          amortization by maturity, over an original term of not more than
          thirty years;

               (xxii)  The Mortgaged Property consists of a single parcel of
          real property; and

               (xxiii) There are no circumstances or conditions with respect to
          the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's
          credit standing that can be reasonably expected to cause the Agency or
          private institutional investors to regard the Mortgage Loan as an
          unacceptable investment, cause the Mortgage Loan to become delinquent
          or adversely affect the value or marketability of the Mortgage Loan.

          The representations and warranties of Seller in this Section 8 are
unaffected by and supersede any provision in any endorsement of any Mortgage
Loan

                                      18
<PAGE>

or in any assignment with respect to such Mortgage Loan to the effect that
such endorsement or assignment is without recourse or without representation or
warranty.

          Section 9.  Covenants of Seller.  Seller hereby covenants and agrees
                      -------------------
with Purchaser as follows:

          (a)  Seller shall deliver to Purchaser:

               (i)    Within one hundred twenty (120) days after the end of each
          fiscal year of Seller, consolidated balance sheets of Seller and its
          consolidated subsidiaries and the related consolidated statements of
          income showing the financial condition of Seller and its consolidated
          subsidiaries as of the close of such fiscal year and the results of
          operations during such year, and a consolidated statement of cash
          flows, as of the close of such fiscal year, setting forth, in each
          case, in comparative form the corresponding figures for the preceding
          year, all the foregoing consolidated financial statements to be
          reported on by, and to carry the report (acceptable in form and
          content to Purchaser) of an independent public accountant of national
          standing acceptable to Purchaser;

               (ii)   Within sixty (60) days after the end of each of the first
          three fiscal quarters of each fiscal year of Seller, unaudited
          consolidated balance sheets and consolidated statements of income, all
          to be in a form acceptable to Purchaser, showing the financial
          condition and results of operations of Seller and its consolidated
          subsidiaries on a consolidated basis as of the end of each such
          quarter and for the then elapsed portion of the fiscal year, setting
          forth, in each case, in comparative form the corresponding figures for
          the corresponding periods of the preceding fiscal year, certified by a
          financial officer of Seller (acceptable to Purchaser) as presenting
          fairly the financial position and results of operations of Seller and
          its consolidated subsidiaries and as having been prepared in
          accordance with generally accepted accounting principles consistently
          applied, in each case, subject to normal year-end audit adjustments;

               (iii)  Promptly upon receipt thereof, a copy of each other report
          submitted to Seller by its independent public accountants in
          connection with any annual, interim or special audit of Seller;

               (iv)   Promptly upon becoming aware thereof, notice of (1) the
          commencement of, or any determination in, any legal, judicial or
          regulatory proceedings, (2) any dispute between Seller or its Parent
          Company and any governmental or regulatory body, (3) any event or
          condition, which, in any case of (1) or (2) if adversely determined,
          would have a material adverse effect on (A) the validity or
          enforceability of this Agreement, (B) the financial condition or
          business operations of Seller,

                                      19
<PAGE>

          or (C) the ability of Seller to fulfill its obligations under this
          Agreement or (4) any material adverse change in the business,
          operations, prospects or financial condition of Seller, including,
          without limitation, the insolvency of Seller or its Parent Company;

               (v)    Promptly upon becoming available, copies of all financial
          statements, reports, notices and proxy statements sent by its Parent
          Company, Seller or any of Seller's consolidated subsidiaries in a
          general mailing to their respective stockholders and of all reports
          and other material (including copies of all registration statements
          under the Securities Act of 1933, as amended) filed by any of them
          with any securities exchange or with the Securities and Exchange
          Commission or any governmental authority succeeding to any or all of
          the functions of said Commission;

               (vi)   Promptly upon becoming available, copies of any press
          releases issued by its Parent Company or Seller and copies of any
          annual and quarterly financial reports and any reports on Form H-(b)12
          which its Parent Company or Seller may be required to file with the
          OTS or the RTC or comparable reports which a Parent Company or Seller
          may be required to file with the FDIC or any other federal banking
          agency containing such financial statements and other information
          concerning such Parent Company's or Seller's business and affairs as
          is required to be included in such reports in accordance with the
          rules and regulations of the OTS, the RTC, the FDIC or such other
          banking agency, as may be promulgated from time to time;

               (vii)  Such supplements to the aforementioned documents and such
          other information regarding the operations, business, affairs and
          financial condition of its Parent Company, Seller or any of Seller's
          consolidated subsidiaries as Purchaser may request;

               (viii) A copy of (1) the articles of incorporation of Seller and
          any amendments thereto, certified by the Secretary of State of
          Seller's state of incorporation, (2) a copy of Seller's by-laws,
          together with any amendments thereto, (3) a copy of the resolutions
          adopted by Seller's Board of Directors authorizing Seller to enter
          into this Agreement and the Custodial Agreement and authorizing one or
          more of Seller's officers to execute the documents related to this
          Agreement and Custodial Agreement, and (4) a certificate of incumbency
          and signature of each officer of Seller executing any document in
          connection with this Agreement; and

                                      20
<PAGE>

               (ix)   Not later than 2:00 P.M. New York City time on a
          Settlement Date, the related Settlement Information.

          (b)  The consideration received by the Seller upon the sale of each
Mortgage Loan will constitute reasonably equivalent value and fair consideration
for the ownership interest in the Mortgage Loan.

          (c)  Neither the Seller nor any affiliate thereof will acquire at any
time any Mortgage Loan or any other economic interest in, or obligation with
respect to any Mortgage Loan.

          (d)  Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report each sale of a Mortgage Loan
to the Purchaser as a sale of the ownership interest in the Mortgage Loan.  The
Seller has been advised by or has confirmed with its independent public
accountants that the foregoing transactions will be so classified under GAAP.

          (e)  The Seller will be solvent at all relevant times prior to, and
will not be rendered insolvent by, any sale of a Mortgage Loan to the Purchaser.

          (f)  The Seller will not sell any Mortgage Loan to the Purchaser with
any intent to hinder, delay or defraud any of the Seller's creditors.

          (g)  Seller shall comply, in all material respects, with all laws,
rules and regulations to which it is or may become subject.

          (h)  Seller shall, upon request of Purchaser, promptly execute and
deliver to Purchaser all such other and further documents and instruments of
transfer, conveyance and assignment, and shall take such other action as
Purchaser may require more effectively to transfer, convey, assign to and vest
in Purchaser and to put Purchaser in possession of the property to be
transferred, conveyed, assigned and delivered hereunder and otherwise to carry
out more effectively the intent of the provisions under this Agreement.

          (i)  Seller shall ensure that all Takeout Proceeds paid by the Agency
resulting from Takeout Commitments that relate to Mortgage Loans purchased by
Purchaser pursuant to the terms of this Agreement are paid to Purchaser by the
Agency in accordance with Purchaser's Wire Instructions to Seller.

          Section 10.  Term.  This Agreement shall continue in effect until
                       ----
terminated as to future transactions by written instruction signed by either
Seller or Purchaser and delivered to the other, provided that no termination
will affect the obligations hereunder as to any of the Mortgage Loans with
respect to which Cash Window Submission Packages have been delivered to
Custodian pursuant to the terms of this Agreement or the Custodial Agreement.

          Section 11.  Exclusive Benefit of Parties; Assignment.  This
                       ----------------------------------------
Agreement is for the exclusive benefit of the parties hereto and their
respective

                                      21
<PAGE>

successors and assigns and shall not be deemed to give any legal or equitable
right to any other person, including the Custodian. Except as provided in
Section 6, no rights or obligations created by this Agreement may be assigned by
any party hereto without the prior written consent of the other parties.

          Section 12.  Amendments; Waivers; Cumulative Rights.  This Agreement
                       --------------------------------------
may be amended from time to time only by written agreement of Seller and
Purchaser. Any forbearance, failure or delay by either party in exercising any
right, power or remedy hereunder shall not be deemed to be a waiver thereof, and
any single or partial exercise by Purchaser of any right, power or remedy
hereunder shall not preclude the further exercise thereof. Every right, power
and remedy of Purchaser shall continue in full force and effect until
specifically waived by Purchaser in writing. No right, power or remedy shall be
exclusive, and each such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred hereby or
hereafter available at law or in equity or by statute or otherwise.

          Section 13.  Execution in Counterparts.  This Agreement may be
                       -------------------------
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.

          Section 14.  Effect of Invalidity of Provisions.  In case any one or
                       ----------------------------------
more of the provisions contained in this Agreement should be or become invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

          Section 15.  Governing Law.  This Agreement shall be governed by and
                       -------------
construed in accordance with the laws of the State of New York, without regard
to conflict of laws rules.

          Section 16.  Notices.  Any notices, consents, elections, directions
                       -------
and other communications given under this Agreement shall be in writing and
shall be deemed to have been duly given when telecopied or delivered by
overnight courier to, personally delivered to, or on the third day following the
placing thereof in the mail, first class postage prepaid to, the respective
addresses set forth on the cover page hereof for Seller and Purchaser, or to
such other address as either party shall give notice to the other party pursuant
to this Section 16.  Notices to Assignee shall be given to such address as
Assignee shall provide to Seller in writing.

          Section 17.  Entire Agreement.  This Agreement, the Funding
                       ----------------
Confirmations and the Custodial Agreement contain the entire agreement between
the parties hereto with respect to the subject matter hereof, and supersede all
prior and contemporaneous agreements between them, oral or written, of any
nature whatsoever with respect to the subject matter hereof.

          Section 18.  Costs of Enforcement.  In addition to any other indemnity
                       --------------------
specified in this Agreement, in the event of a breach by Seller of this
Agreement, the

                                      22
<PAGE>

Custodial Agreement or a Takeout Commitment, Seller agrees to pay the reasonable
attorneys' fees and expenses of Purchaser and, when applicable, Assignee
incurred as a consequence of such breach.

          Section 19.  Consent to Service.  Each party irrevocably consents to
                       ------------------
the service of process by registered or certified mail, postage prepaid, to it
at its address given in or pursuant to Section 16.

          Section 20.  Construction.  The headings in this Agreement are for
                       ------------
convenience only and are not intended to influence its construction. References
to Sections, Exhibits and Annexes in this Agreement are to the Sections of and
Exhibits to this Agreement.  The Exhibits are part of this Agreement, and are
incorporated herein by reference.  The singular includes the plural, the plural
the singular, and the words "and" and "or" are used in the conjunctive or
disjunctive as the sense and circumstances may require.

                                      23
<PAGE>

          IN WITNESS WHEREOF, Purchaser and Seller have duly executed this
Agreement as of the date and year set forth on the cover page hereof.

                                   PAINE WEBBER REAL ESTATE SECURITIES INC.

                                   By    /s/
                                         ______________________________________
                                   Name:  Al Marrapodi
                                   Title: Managing Director


                                   Seller's Name: CRESCENT BANK & TRUST COMPANY
                                                  -----------------------------
                                                  _____________________________
                                   By    /s/
                                         ______________________________________
                                   Name:
                                   Title:
                                   Address (if different from cover page)

                                      24
<PAGE>

                                                                     EXHIBIT A-1

                   PAINE WEBBER REAL ESTATE SECURITIES INC.
                       CASH WINDOW LOAN PURCHASE DETAIL

                             CLIENT:_____________

       PAYEE NUMBER (ONLY APPLICABLE TO FNMA CASH WINDOW TRANSACTIONS):

                            EXPECTED DELIVERY DATE
                    OF MORTGAGE FILE IS:  __________, 199_

<TABLE>
<CAPTION>
                                    # OF
                       FACE      MONTHS TO                  TAKEOUT       SALES                  COMMIT. EXP.  DELIVERY   WAREHOUSE
LOAN #   LAST NAME    AMOUNT      MATURITY     NOTE RATE    INVESTOR      PRICE      COMMIT. #       DATE        DATE      LENDER
-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------
<S>      <C>        <C>         <C>           <C>          <C>         <C>          <C>          <C>           <C>       <C>
-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------

-------  ---------  ----------  ------------  -----------  ----------  -----------  -----------  ------------  --------  ----------
</TABLE>

                                      25
<PAGE>

                                                                     EXHIBIT A-2

                   [TAKEOUT PROCEEDS IDENTIFICATION LETTER]

                             [SELLER'S LETTERHEAD]

                                                                          [Date]

Paine Webber Real Estate Securities Inc.
1285 Avenue of the Americas
New York, New York 10019

Ladies and Gentlemen:

          On [date] FNMA or FHLMC wired to your account at Chemical Bank [total
amount of agency wire]. Contained within the total amount of the wire was a
disbursement amount of ___________.  This amount represents proceeds for one or
more loans which were not purchased through PaineWebber's Conforming Whole Loan
Purchase: Cash Window Program the details of which are:

          loan #:                                 ___________________

          borrower's name:                        ___________________

          loan #:                                 ___________________

          borrower's name:                        ___________________

                [list additional Mortgage Loans, if necessary]

          Please wire these funds to:

                        [insert wire instructions here]


                              Very truly yours,

                              [SELLER]


                              By:______________________
                              Name:____________________
                              Title:___________________

                                      27
<PAGE>

                                                                     EXHIBIT A-3

                          [UNIDENTIFIED FUNDS NOTICE]


[SELLER]                                                    [DATE]
[ADDRESS]

RE: Settlement - Cash Windows


          The following proceeds have been received by PaineWebber from FNMA or
FHLMC regarding our Conforming Whole Loan Purchase: Cash Window Program. We can
not proceed without receipt of all settlement information that is required by
the Conforming Mortgage Loan Purchase Agreement ("Agreement"). Please forward
the settlement information which relates to the individual amounts listed below
by facsimile transmission to me at [PaineWebber's facsimile number].
Unidentified proceeds will not earn interest, while loans which we have
purchased and which have subsequently been purchased by FNMA or FHLMC will be
deemed to continue to accrue interest in accordance with Section 3(4)(4) of the
Agreement until we have all settlement information required by the Agreement. If
I can be of any further assistance, please call me at [PaineWebber's telephone
number].

AGENCY:   ____________________
AMOUNT:   ____________________

AGENCY:   ____________________
AMOUNT:   ____________________

AGENCY:   ____________________
AMOUNT:   ____________________

          [list additional amounts, if necessary]


                                        Very truly yours,

                                        PAINE WEBBER REAL ESTATE
                                         SECURITIES INC.


                                        By:__________________________
                                        Name:________________________
                                        Title:_______________________

                                      28
<PAGE>

                                                                     EXHIBIT A-4
                             [RESUBMISSION LETTER]

                             [SELLER'S LETTERHEAD]

                                                       [Date]
Paine Webber Real
 Estate Securities Inc.
1285 Avenue of the Americas
11th Floor
New York, New York 10019

Ladies and Gentlemen:

          The following loan which was purchased through PaineWebber's
Conforming Whole Loan Purchase: Cash Window Program has been rejected for
purchase by the FNMA or FHLMC Cash Window. FNMA or FHLMC will continue to hold
                                           -----------------------------------
the related mortgage note which was delivered to them by PaineWebber's agent,
-----------------------------------------------------------------------------
Chemical Bank. The modified loan is being resubmitted under a new commitment the
--------------------------------------------------------------------------------
details of which are as follows:
--------------------------------

          Loan #:                       Investor:

          Last Name:                    Commitment #:

          Face Amount:                       Window Term:

          1st Pay Date:                 Commitment Expiration Date:

          Coupon:                       Sale Price:

          Loan Term:

          If the loan should again be rejected for purchase by the FNMA or
FHLMC, we will notify PaineWebber and repurchase the loan immediately upon FNMA
or FHLMC notification of rejection. If for any reason we receive the related
mortgage note from FNMA or FHLMC, we will notify PaineWebber immediately and
either repurchase the loan or deliver the mortgage note to PaineWebber, in
accordance with PaineWebber's instructions.

                              Very truly yours,

                              [SELLER]


                              By:________________________
                              Name:______________________
                              Title:_____________________

                                      29
<PAGE>

                                                                     EXHIBIT B-1

                         [WAREHOUSE LENDER'S RELEASE]


Paine Webber Real Estate Securities Inc.
1285 Avenue of the Americas
New York, New York 10019

Ladies and Gentlemen:

          We hereby release all right, interest or claim of any kind, including
any security interest or lien, with respect to the mortgage loan(s) referenced
below, such release to be effective automatically without any further action by
any party, upon receipt, in one or more installments, from Paine Webber Real
Estate Securities Inc., in accordance with the wire instructions which we
delivered to you in a letter dated _________________, 199_, in immediately
available funds, of an aggregate amount equal to the product of A multiplied by
B (such product being rounded to the nearest $0.01) multiplied by C.*


                              Street
Loan #   Mortgagor            Address         City          State      Zip

_______  _________________    _________     ___________   _________    ________


                                    Very truly yours,

                                    [WAREHOUSE LENDER]


                                    By:_________________________
                                    Name:_______________________
                                    Title:______________________



          *A = weighted average trade price
           B = principal amount of the mortgage loan(s)
           C = 1 minus the discount set forth on the related funding
               confirmation

                                      30
<PAGE>

                                                                     EXHIBIT B-2
                    [WAREHOUSE LENDER'S WIRE INSTRUCTIONS]

Paine Webber Real Estate Securities, Inc.
1285 Avenue of the Americas
New York, New York 10019

          Re:  Paine Webber Real Estate Securities, Inc. Conforming Whole Loan
               Purchase: Cash Window Program with [Seller]
               --------- ---------------------------------

Ladies and Gentlemen:

          Set forth below are [Warehouse Lender's] wire instructions applicable
to the above-referenced Conforming Whole Loan Purchase: Cash Window Program.

Wire Instructions:
-----------------

          Bank Name:
          City, State:
          ABA #:
          Account #:
          Account Name:

          Please acknowledge receipt of this letter in the space provided below.
This letter supersedes and replaces any prior notice specifying the name of
[Warehouse Lender] and setting forth wire instructions and shall remain in
effect until superseded and replaced by a letter, in the form of this letter,
executed by each of us and acknowledged by you.

                              Very truly yours,

                              [SELLER]

                              By:_____________________________
                              Name:___________________________
                              Title:__________________________

                              [WAREHOUSE LENDER(S)]*

                              By:_____________________________
                              Name:___________________________
                              Title:__________________________

PAINE WEBBER REAL ESTATE
 SECURITIES INC.

By:_______________________
Name: Al Marrapodi
Title:   Managing Director

__________________________________
* The authorized officer of each warehouse lender executing this letter must be
the same authorized officer as signs the Warehouse Lender's Release. Not
applicable if there is no warehouse lender.

                                      31
<PAGE>

                                                                     EXHIBIT C-1
                              [SELLER'S RELEASE]

Paine Webber Real Estate Securities Inc.
1285 Avenue of the Americas
New York, New York 10019

Ladies and Gentlemen:

          With respect to the mortgage loan(s) referenced below (a) we hereby
certify to you that the mortgage loan(s) is not subject to a lien of any
warehouse lender and (b) we hereby release all right, interest or claim of any
kind with respect to such mortgage loan, such release to be effective
automatically without any further action by any party upon payment from
Purchaser to Seller of an aggregate amount equal to the product of A multiplied
by B (such product being rounded to the newest $0.01) multiplied by C* in
accordance with our wire instructions in effect on the date of such payment.


                           Street
Loan #    Mortgagor        Address           City        State     Zip

_______   ______________   ____________    _________   _________   __________


                                   Very truly yours,

                                   [SELLER]

                                   By:___________________________
                                   Name:_________________________
                                   Title:________________________

          *A = weighted average trade price
           B = principal amount of the mortgage loan(s)
           C = 1 minus the discount set forth on the related funding
               confirmation

                                      32
<PAGE>

                                                                     EXHIBIT C-2
                         [SELLER'S WIRE INSTRUCTIONS]

Paine Webber Real Estate Securities Inc.
1285 Avenue of the Americas
New York, New York 10019

          Re:  Conforming Whole Loan Purchase: Cash Window
               Program with [Seller]
               -------------------------------------------

Ladies and Gentlemen:

          Set forth below are the [Seller's] wire instructions applicable to the
above-referenced Conforming Whole Loan Purchase: Cash Window Program with
[Seller].

Wire Instructions:
-----------------

          Bank Name:
          City, State:
          ABA #:
          Account #:
          Account Name:

          Please acknowledge receipt of this letter in the space provided below.
This letter supersedes and replaces any prior notice specifying our wire
instructions and shall remain in effect until superseded and replaced by a
letter, in the form of this letter, executed by us and acknowledged by you.

                                   Very truly yours,

                                   [SELLER]*

                                   By:_______________________________
                                   Name:_____________________________
                                   Title:____________________________
Receipt acknowledged by:

PAINE WEBBER REAL ESTATE
 SECURITIES INC.

By:________________________
Name:  Al Marrapodi
Title: Managing Director

__________________________________
*The authorized officer of executing this letter must be the same authorized
officer as signs the Seller's Release.  Applicable only if there is no Warehouse
Lender.

                                   33
<PAGE>

                                                                       EXHIBIT D

                   [PURCHASER'S WIRE INSTRUCTIONS TO SELLER]



Wire Instructions:
-----------------

          Bank Name:
          City, State:
          ABA #:
          Account #:
          Account Name:
          Ref: [Name of Seller]


                                      34
<PAGE>

                                                                       EXHIBIT E

                           UCC-1 FINANCING STATEMENT

Debtor:             [Seller]

Secured Party:      Paine Webber Real Estate Securities Inc.

Item   :
-------

          All right (including the power to convey title thereto), title and
interest of Debtor in and to the property listed below:

          All participation certificates evidencing an interest in
          mortgage loans, and all mortgage loans, mortgage notes,
          mortgages or deeds of trust, assignments thereof and any and
          all documents and instruments related thereto, which are
          subject to the interest of Secured Party or any assignee under
          or pursuant to the Mortgage Loan Participation Agreements and
          Mortgage Loan Purchase Agreements between Secured Party and the
          Debtor.

                                   35