<PAGE>
                                                                   EXHIBIT 10.24


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                   MORTGAGE LOAN SALE AND SERVICING AGREEMENT

                                     between

                       GREENPOINT MORTGAGE FUNDING, INC.,
                            as Seller and as Servicer

                                       and

                      MORGAN STANLEY MORTGAGE CAPITAL INC.,
                                  as Purchaser

                          Dated as of September 1, 2003

                                  Conventional,
                           Fixed and Adjustable Rate,
                           Residential Mortgage Loans

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


<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>               <C>                                                                                          <C>
SECTION 1.        DEFINITIONS.....................................................................................1

SECTION 2.        PURCHASE AND CONVEYANCE........................................................................13

SECTION 3.        MORTGAGE LOAN SCHEDULE.........................................................................14

SECTION 4.        PURCHASE PRICE.................................................................................15

SECTION 5.        EXAMINATION OF MORTGAGE FILES..................................................................15

SECTION 6.        DELIVERY OF MORTGAGE LOAN DOCUMENTS............................................................15

Subsection 6.01     Possession of Mortgage Files.................................................................15
Subsection 6.02     Books and Records............................................................................16
Subsection 6.03     Delivery of Mortgage Loan Documents..........................................................16

SECTION 7.        REPRESENTATIONS, WARRANTIES AND COVENANTS; REMEDIES FOR BREACH.................................17

Subsection 7.01     Representations and Warranties Regarding Individual Mortgage Loans...........................17
Subsection 7.02     Seller Representations.......................................................................29
Subsection 7.03     Remedies for Breach of Representations and Warranties........................................32

SECTION 8.        CLOSING........................................................................................34

SECTION 9.        CLOSING DOCUMENTS..............................................................................35

SECTION 10.       COSTS..........................................................................................36

SECTION 11.       ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS.............................................36
</Table>


                                      -i-
<PAGE>

<Table>
<S>               <C>                                                                                          <C>
Subsection 11.01    Servicer to Act as Servicer..................................................................36
Subsection 11.02    Liquidation of Mortgage Loans................................................................37
Subsection 11.03    Collection of Mortgage Loan Payments.........................................................37
Subsection 11.04    Establishment of Custodial Account; Deposits in Custodial....................................37
Subsection 11.05    Withdrawals From the Custodial Account.......................................................39
Subsection 11.06    Establishment of Escrow Account; Deposits in Escrow Account..................................40
Subsection 11.07    Withdrawals From Escrow Account..............................................................40
Subsection 11.08    Payment of Taxes, Insurance and Other Charges; Collections Thereunder........................41
Subsection 11.09    Transfer of Accounts.........................................................................42
Subsection 11.10    Maintenance of Hazard Insurance..............................................................42
Subsection 11.11    Fidelity Bond; Errors and Omissions Insurance................................................43
Subsection 11.12    Title, Management and Disposition of REO Property............................................43
Subsection 11.13    Servicing Compensation.......................................................................44
Subsection 11.14    Distributions................................................................................44
Subsection 11.15    Statements to the Purchaser..................................................................45
Subsection 11.16    Advances by the Servicer.....................................................................46
Subsection 11.17    Assumption Agreements........................................................................46
Subsection 11.18    Satisfaction of Mortgages and Release of Mortgage Files......................................47
Subsection 11.19    Annual Statement as to Compliance............................................................47
Subsection 11.20    Annual Independent Public Accountants' Servicing Report......................................47
Subsection 11.21    Servicer Shall Provide Access and Information as Reasonably Required.........................48
Subsection 11.22    Transfer of Servicing........................................................................48

SECTION 12.       THE SERVICER...................................................................................50

Subsection 12.01    Indemnification; Third Party Claims..........................................................50
Subsection 12.02    Merger or Consolidation of the Servicer......................................................51
Subsection 12.03    Limitation on Liability of the Servicer and Others...........................................52
Subsection 12.04    Seller and Servicer Not to Resign............................................................52

SECTION 13.       DEFAULT........................................................................................52

Subsection 13.01    Events of Default............................................................................52
Subsection 13.02    Waiver of Defaults...........................................................................54

SECTION 14.       TERMINATION....................................................................................54

Subsection 14.01    Termination..................................................................................54
Subsection 14.02    Termination of the Servicer Without Cause....................................................54
Subsection 14.03    Successors to the Servicer...................................................................54

SECTION 15.       COOPERATION OF SELLER WITH A RECONSTITUTION....................................................55
</Table>


                                      -ii-
<PAGE>

<Table>
<S>               <C>                                                                                          <C>
SECTION 16.       NOTICES........................................................................................57

SECTION 17.       SEVERABILITY CLAUSE............................................................................59

SECTION 18.       NO PARTNERSHIP.................................................................................59

SECTION 19.       COUNTERPARTS...................................................................................59

SECTION 20.       GOVERNING LAW JURISDICTION; CONSENT TO SERVICE OF PROCESS......................................59

SECTION 21.       MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.................................................59

SECTION 22.       INTENTION OF THE PARTIES.......................................................................60

SECTION 23.       SUCCESSORS AND ASSIGNS.........................................................................60

SECTION 24.       WAIVERS........................................................................................61

SECTION 25.       EXHIBITS.......................................................................................61

SECTION 26.       GENERAL INTERPRETIVE PRINCIPLES................................................................61

SECTION 27.       REPRODUCTION OF DOCUMENTS......................................................................61

SECTION 28.       AMENDMENT......................................................................................62

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

SECTION 30.       ENTIRE AGREEMENT...............................................................................62
</Table>


                                     -iii-
<PAGE>

<Table>
<S>               <C>                                                                                          <C>
SECTION 31.       FURTHER AGREEMENTS.............................................................................62

SECTION 32.       NO SOLICITATION................................................................................62

SECTION 33.       WAIVER OF JURY TRIAL...........................................................................63
</Table>

                                    EXHIBITS

EXHIBIT 1            MORTGAGE LOAN DOCUMENTS
EXHIBIT 2            CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 3            FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT
EXHIBIT 4            FORM OF CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT 5            FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT 6            FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT 7            FORM OF ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT 8            SELLER'S UNDERWRITING GUIDELINES
EXHIBIT 9            FORM OF MONTHLY REMITTANCE REPORT
EXHIBIT 10           FORM OF SELLER'S OFFICER'S CERTIFICATE
EXHIBIT 11           FORM OF OPINION OF COUNSEL TO SELLER
EXHIBIT 12           FORM OF SECURITY RELEASE CERTIFICATION
EXHIBIT 13           FORM OF SECURITY RELEASE CERTIFICATION
EXHIBIT 14           FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT
EXHIBIT 15           FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT
EXHIBIT 16           FORM OF ANNUAL CERTIFICATION


                                      -iv-
<PAGE>

                   MORTGAGE LOAN SALE AND SERVICING AGREEMENT

                  THIS MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the
"Agreement"), dated as of September 1, 2003, is hereby executed by and between
MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the "Purchaser"),
and GREENPOINT MORTGAGE FUNDING, INC., a New York corporation, in its capacity
as seller (the "Seller") and in its capacity as servicer (the "Servicer").

                                   WITNESSETH:

                  WHEREAS, the Seller desires to sell, from time to time, to the
Purchaser, and the Purchaser desires to purchase from the Seller, certain
conventional fixed and adjustable rate residential first-lien mortgage loans
(the "Mortgage Loans") on a servicing-retained basis as described herein, which
shall be delivered in pools of whole loans (each, a "Mortgage Loan Package") on
various dates as provided herein (each, a "Closing Date");

                  WHEREAS, each Mortgage Loan is secured by a mortgage, deed of
trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule for
the related Mortgage Loan Package;

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

                  WHEREAS, following its purchase of the Mortgage Loans from the
Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one
or more purchasers as a whole loan transfer or a public or private, rated or
unrated mortgage pass-through transaction.

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

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

                  Accepted Servicing Procedures: Procedures (including
collection procedures) that the Servicer customarily employs and exercises in
servicing and administering mortgage loans for its own account that are similar
to the Mortgage Loans and which are in accordance with accepted mortgage
servicing practices of prudent lending institutions.

                  Adjustable Rate Mortgage Loan: A Mortgage Loan purchased
pursuant to this Agreement, the Mortgage Interest Rate of which is adjusted from
time to time in accordance with the terms of the related Mortgage Note.

                  Agency Transfer: A Fannie Mae Transfer or a Freddie Mac
Transfer.

<PAGE>

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

                  ALTA: The American Land Title Association.

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

                  Assignment of Mortgage: An individual assignment of the
Mortgage, notice of transfer or equivalent instrument in recordable form and in
blank, sufficient under the laws of the jurisdiction in which the related
Mortgaged Property is located to give record notice of the sale of the Mortgage
to the Purchaser.

                  Business Day: Any day other than a Saturday or Sunday, or a
day on which banking and savings and loan institutions in the state in which (i)
the Servicer is located or (ii) the Custodial Account is maintained, are
authorized or obligated by law or executive order to be closed.

                  Cash-Out Refinance: A Refinanced Mortgage Loan in which the
proceeds received were in excess of the amount of funds required to repay the
principal balance of any existing first mortgage on the related Mortgaged
Property, pay related closing costs and satisfy any outstanding subordinate
mortgages on the related Mortgaged Property and which provided incidental cash
to the related Mortgagor of more than 1% of the original principal balance of
such Mortgage Loan.

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

                  CLTA: The California Land Title Association.

                  Closing Documents: The documents required to be delivered on
each Closing Date pursuant to Section 9.

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

                  Condemnation Proceeds: All awards, compensation and
settlements in respect of a taking of all or part of a Mortgaged Property by
exercise of the power of condemnation or the right of eminent domain, to the
extent not required to be released to a Mortgagor in accordance with the terms
of the related Mortgage Loan Documents.


                                      -2-
<PAGE>

                  Co-op: 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: 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: A Mortgage Loan secured by the pledge of stock
allocated to a dwelling unit in a residential cooperative housing corporation
and a collateral assignment of the related Co-op Lease.

                  Custodial Account: As defined in Subsection 11.04.

                  Custodial Agreement: The agreement governing the retention of
the originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other
Mortgage Loan Documents. If more than one Custodial Agreement is in effect at
any given time, all of the Individual Custodial Agreements shall collectively be
referred to as the "Custodial Agreement."

                  Custodian: Deutsche Bank Trust Company Americas, a New York
banking corporation, and its successors in interest, or any successor to the
Custodian under the Custodial Agreement as therein provided.

                  Cut-off Date: The date or dates designated as such on the
related Mortgage Loan Schedule with respect to the related Mortgage Loan
Package.

                  Cut-off Date Principal Balance: The aggregate Stated Principal
Balance of the Mortgage Loans as of the applicable Cut-off Date which is
determined after the application, to the reduction of principal, of payments of
principal due on or before such Cut-off Date, whether or not collected, and of
partial principal prepayments received before such Cut-off Date.

                  Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan in accordance with this
Agreement.

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

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

                  Due Period: With respect to each Remittance Date and any
Mortgage Loan, the period beginning on the second day of the month preceding
such Remittance Date through and including the first day of the month in which
such Remittance Date occurs.

                  Eligible Investments: Any one or more of the following
obligations or securities:


                                      -3-
<PAGE>

                  (a) obligations of or guaranteed as to principal and interest
by Freddie Mac, Fannie Mae or any agency or instrumentality of the United States
when such obligations are backed by the full faith and credit of the United
States; provided, however, that such obligations of Freddie Mac or Fannie Mae
shall be limited to senior debt obligations and mortgage participation
certificates except that investments in mortgage-backed or mortgage
participation securities with yields evidencing extreme sensitivity to the rate
of principal payments on the underlying mortgages shall not constitute Eligible
Investments hereunder;

                  (b) repurchase agreements on obligations specified in clause
(a) maturing not more than one month from the date of acquisition thereof;

                  (c) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than ninety (90) days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365 days
or a remaining maturity of more than thirty (30) days) denominated in United
States dollars of any United States depository institution or trust company
incorporated under the laws of the United States or any state thereof or of any
domestic branch of a foreign depository institution or trust company;

                  (d) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the United
States or any state thereof which is rated not lower than "P-2" by Moody's
Investors Service, Inc. and rated not lower than "A-2" by Standard & Poor's; and

                  (e) a money market fund;

provided, however, that no instrument shall be an Eligible Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.

                  Escrow Account: As defined in Subsection 11.06.

                  Escrow Payments: With respect to any Mortgage Loan, the
amounts constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the Mortgagee pursuant to the Mortgage or any other document.

                  Event of Default: Any one of the conditions or circumstances
enumerated in Subsection 13.01.

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

                  Fannie Mae Guides: The Fannie Mae Sellers' Guide and the
Fannie Mae Servicers' Guide and all amendments or additions thereto.


                                      -4-
<PAGE>

                  Fannie Mae Transfer: As defined in Section 15.

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

                  Fidelity Bond: The fidelity bond required to be obtained by
the Servicer pursuant to Subsection 11.11.

                  FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended and in effect from time to time.

                  Fixed Rate Mortgage Loan: A fixed rate mortgage loan purchased
pursuant to this Agreement.

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

                  Freddie Mac Transfer: As defined in Section 15.

                  Gross Margin: With respect to each Adjustable Rate Mortgage
Loan, the fixed percentage amount set forth in the related Mortgage Note which
amount is added to the Index in accordance with the terms of the related
Mortgage Note to determine on each Interest Rate Adjustment Date the Mortgage
Interest Rate for such Mortgage Loan.

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

                  Index: The index indicated in the related Mortgage Note for
each Adjustable Rate Mortgage Loan.

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

                  Interest Rate Adjustment Date: With respect to each Adjustable
Rate Mortgage Loan, the date, specified in the related Mortgage Note and the
related Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.

                  Interim Funder: With respect to each MERS Designated Mortgage
Loan, the Person named on the MERS System as the interim funder pursuant to the
MERS Procedures Manual.

                  Investor: With respect to each MERS Designated Mortgage Loan,
the Person named on the MERS System as the investor pursuant to the MERS
Procedures Manual.

                  Lifetime Rate Cap: The provision of each Mortgage Note related
to an Adjustable Rate Mortgage Loan which provides for an absolute maximum
Mortgage Interest Rate thereunder. The Mortgage Interest Rate during the terms
of each Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage
Interest Rate at the time of origination of such


                                      -5-
<PAGE>

Adjustable Rate Mortgage Loan by more than the amount per annum set forth on the
related Mortgage Loan Schedule.

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

                  Loan-to-Value Ratio: With respect to any Mortgage Loan as of
any date of determination, the ratio, expressed as a percentage, the numerator
of which is the outstanding principal balance of such Mortgage Loan at
origination and the denominator of which is the Appraised Value of the related
Mortgaged Property.

                  LPMI Fee: With respect to each Mortgage Loan which has an LPMI
Policy, the portion of the Mortgage Interest Rate as set forth on the related
Mortgage Loan Schedule (which shall be payable solely from the interest portion
of Monthly Payments, Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds), which, during such period prior to the required cancellation of the
LPMI Policy, shall be used to pay the premium due on the related LPMI Policy.

                  LPMI Loan: Any Mortgage Loan with respect to which Servicer is
responsible for paying the premium due on the related LPMI Policy with the
proceeds generated by the LPMI Fee relating to such Mortgage Loan, as set forth
on the related Mortgage Loan Schedule.

                  LPMI Policy: A policy of primary mortgage guaranty insurance
issued by an insurer acceptable under the Underwriting Guidelines and qualified
to do business in the jurisdiction where the Mortgaged Property is located,
pursuant to which the related premium is to be paid by the Servicer of the
related Mortgage Loan from payments of interest made by the Mortgagor in an
amount as is set forth in the related Mortgage Loan Schedule.

                  LTV: Loan-to-Value Ratio.

                  Manufactured Home: A single family residential unit that is
constructed in a factory in sections in accordance with the Federal Manufactured
Home Construction and Safety Standards adopted on July 15, 1976, by the
Department of Housing and Urban Development ("HUD Code"), as amended in 2000,
which preempts state and local building codes. Each unit is identified by the
presence of a HUD Plate/Compliance Certificate label. The sections are then
transported to the site and joined together and affixed to a pre-built permanent
foundation (which satisfies the manufacturer's requirements and all state,
county, and local building codes and regulations). The manufactured home is
built on a non-removable, permanent frame chassis that supports the complete
unit of walls, floors, and roof. The underneath part of the home may have
running gear (wheels, axles, and brakes) that enable it to be transported to the
permanent site. The wheels and hitch are removed prior to anchoring the unit to
the permanent foundation. The manufactured home must be classified as real
estate and taxed accordingly. The permanent foundation may be on land owned by
the mortgager or may be on leased land.

                  MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware corporation, and its successors in interest.


                                      -6-
<PAGE>

                  MERS Designated Mortgage Loan: Mortgage Loans for which (a)
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 MERS Procedure Manual and (b) the
Seller has designated or will designate the Purchaser as the Investor on the
MERS System.

                  MERS Procedure Manual: The MERS Procedures Manual, as it may
be amended, supplemented or otherwise modified from time to time.

                  MERS Report: The report from the MERS System listing MERS
Designated Mortgage Loans and other information.

                  MERS System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

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

                  Mortgage: 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 on the Mortgaged Property. With respect to a Co-op
Loan, the Security Agreement.

                  Mortgage File: With respect to any Mortgage Loan, the items
listed in Exhibit 2 hereto and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.

                  Mortgage Interest Rate: With respect to each Mortgage Loan,
the annual rate at which interest accrues on such Mortgage Loan from time to
time in accordance with the provisions of the related Mortgage Note.

                  Mortgage Loan: Each mortgage loan sold, assigned and
transferred pursuant to this Agreement and identified on the applicable Mortgage
Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage
File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all
other rights, benefits, proceeds and obligations arising from or in connection
with such mortgage loan.

                  Mortgage Loan Documents: With respect to any Mortgage Loan,
the documents listed in Exhibit 1 hereto.

                  Mortgage Loan Package: Each pool of Mortgage Loans, which
shall be purchased by the Purchaser from the Seller from time to time on each
Closing Date.

                  Mortgage Loan Remittance Rate: With respect to each Mortgage
Loan, the annual rate of interest payable to the Purchaser, which shall be equal
to the related Mortgage Interest Rate minus the related Servicing Fee Rate.


                                      -7-
<PAGE>

                  Mortgage Loan Schedule: The schedule of Mortgage Loans setting
forth the following information with respect to each Mortgage Loan in the
related Mortgage Loan Package: (1) the Seller's Mortgage Loan identifying
number; (2) the Mortgagor's name; (3) the street address of the Mortgaged
Property including the city, state and zip code; (4) a code indicating whether
the Mortgaged Property is owner-occupied, investment property or a second home;
(5) the number and type of residential units constituting the Mortgaged Property
(e.g. single family residence, a two- to four-family dwelling, condominium,
planned unit development or cooperative); (6) the original months to maturity or
the remaining months to maturity from the related Cut-off Date, in any case
based on the original amortization schedule and, if different, the maturity
expressed in the same manner but based on the actual amortization schedule; (7)
the Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of the
related Cut-off Date; (9) the date on which the first Monthly Payment was due on
the Mortgage Loan and, if such date is not consistent with the Due Date
currently in effect, the Due Date; (10) the stated maturity date; (11) the
amount of the Monthly Payment as of the related Cut-off Date; (12) the last
payment date on which a payment was actually applied to the outstanding
principal balance; (13) the original principal amount of the Mortgage Loan; (14)
the principal balance of the Mortgage Loan as of the close of business on the
related Cut-off Date, after deduction of payments of principal due and collected
on or before the related Cut-off Date; (15) with respect to Adjustable Rate
Mortgage Loans, the Interest Rate Adjustment Date; (16) with respect to
Adjustable Rate Mortgage Loans, the Gross Margin; (17) with respect to
Adjustable Rate Mortgage Loans, the Lifetime Rate Cap; (18) with respect to
Adjustable Rate Mortgage Loans, a code indicating the type of Index; (19) the
type of Mortgage Loan (i.e., Fixed Rate, Adjustable Rate); (20) a code
indicating the purpose of the loan (i.e., purchase, Rate/Term Refinance or
Cash-Out Refinance); (21) a code indicating the documentation style (i.e. no
documents, full, alternative, reduced, no income/no asset, stated income, no
ration, reduced or NIV); (22) the loan credit classification (as described in
the Underwriting Guidelines); (23) whether such Mortgage Loan provides for a
Prepayment Penalty; (24) the Prepayment Penalty period of such Mortgage Loan, if
applicable; (25) a description of the Prepayment Penalty, if applicable; (26)
the Mortgage Interest Rate as of origination; (27) the credit risk score (FICO
score); (28) the date of origination; (29) with respect to Adjustable Rate
Mortgage Loans, the Mortgage Interest Rate adjustment period; (30) with respect
to Adjustable Rate Mortgage Loans, the Mortgage Interest Rate adjustment
percentage; (31) with respect to Adjustable Rate Mortgage Loans, the Mortgage
Interest Rate floor; (32) the Mortgage Interest Rate calculation method (i.e.,
30/360, simple interest, other); (33) with respect to Adjustable Rate Mortgage
Loans, the Periodic Rate Cap as of the first Interest Rate Adjustment Date; (34)
a code indicating whether the Mortgage Loan by its original terms or any
modifications thereof provides for amortization beyond its scheduled maturity
date; (35) the original Monthly Payment due; (36) the Appraised Value; (37) a
code indicating whether the Mortgage Loan is covered by a PMI Policy and, if so,
identifying the PMI Policy provider; (38) a code indicating whether the Mortgage
Loan is covered by an LPMI Policy and, if so, identifying the LPMI Policy
provider; (39) in connection with a condominium unit, a code indicating whether
the condominium project where such unit is located is low-rise or high-rise;
(40) a code indicating whether the Mortgaged Property is a leasehold estate; and
(41) the MERS Identification Number, if applicable. With respect to the Mortgage
Loans in the aggregate, the related Mortgage Loan Schedule shall set forth the
following information, as of the related Cut-off Date: (1) the number of
Mortgage Loans; (2) the current aggregate outstanding principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the


                                      -8-
<PAGE>

Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the
average principal balance of the Mortgage Loans; (6) the applicable Cut-off
Date; and (7) the applicable Closing Date.

                  Mortgage Note: The original executed note or other evidence of
the Mortgage Loan indebtedness of a Mortgagor, including any riders or addenda
thereto.

                  Mortgaged Property: With respect to a Mortgage Loan that is
not a Co-op Loan, the Mortgagor's real property securing repayment of a related
Mortgage Note, consisting of an unsubordinated estate in fee simple or, with
respect to real property located in jurisdictions in which the use of leasehold
estates for residential properties is a widely-accepted practice, a leasehold
estate, in a single parcel or multiple parcels of real property improved by a
Residential Dwelling. 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: The mortgagee or beneficiary named in the Mortgage
and the successors and assigns of such mortgagee or beneficiary.

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

                  NAIC: The National Association of Insurance Commissioners or
any successor thereto.

                  OCC: Office of the Comptroller of the Currency, or any
successor thereto.

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

                  Opinion of Counsel: A written opinion of counsel, who may be
an employee of the Seller or the Servicer, reasonably acceptable to the
Purchaser.

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

                  Owner: As defined in Subsection 11.12.

                  P&I Advance: As defined in Subsection 11.16.

                  Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the provision of each Mortgage Note which provides for an
absolute maximum amount by which the Mortgage Interest Rate therein may increase
or decrease on an Interest Rate Adjustment Date above or below the Mortgage
Interest Rate previously in effect.


                                      -9-
<PAGE>

                  Periodic Rate Floor: With respect to each Adjustable Rate
Mortgage Loan, the provision of each Mortgage Note which provides for an
absolute maximum amount by which the Mortgage Interest Rate therein may decrease
on an Interest Rate Adjustment Date below the Mortgage Interest Rate previously
in effect.

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

                  PMI Policy: A policy of primary mortgage guaranty insurance
issued by an insurer acceptable under the Underwriting Guidelines and qualified
to do business in the jurisdiction where the Mortgaged Property is located.

                  Prepayment Penalty: With respect to each Mortgage Loan, the
penalty if the Mortgagor prepays such Mortgage Loan as provided in the related
Mortgage Note or Mortgage.

                  Prime Rate: The prime rate announced to be in effect from time
to time, as published as the average rate in The Wall Street Journal (Northeast
edition).

                  Principal Prepayment: Any payment or other recovery of
principal on a Mortgage Loan which is received in advance of its scheduled Due
Date, including any prepayment penalty or premium thereon, which is not
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.

                  Purchase Price: The price paid on the related Closing Date by
the Purchaser to the Seller pursuant to this Agreement in exchange for the
Mortgage Loans purchased on such Closing Date, which shall be the percentage of
par (expressed as a decimal) set forth in the Purchase Price and Terms Letter
times the applicable Cut-off Date Principal Balance.

                  Purchase Price Percentage: The percentage of par (expressed as
decimal) set forth in the related Purchase Price and Terms Letter.

                  Purchase Price Terms and Terms Letter: Those certain
agreements setting forth the general terms and conditions of the transactions
consummated herein and identifying the Mortgage Loans to be purchased from time
to time hereunder and thereunder, between the Seller and the Purchaser.

                  Purchaser: Morgan Stanley Mortgage Capital Inc., a New York
corporation, and its successors in interest and assigns, or any successor to the
Purchaser under this Agreement as herein provided.

                  Qualified Appraiser: An appraiser, duly appointed by the
Seller, who had no interest, direct or indirect in the Mortgaged Property or in
any loan made on the security thereof, and whose compensation was not affected
by the approval or disapproval of the Mortgage Loan, and such appraiser and the
appraisal made by such appraiser both satisfied the requirements of Title XI of
FIRREA and the regulations promulgated thereunder, all as in effect on the date
the Mortgage Loan was originated.


                                      -10-
<PAGE>

                  Qualified Substitute Mortgage Loan: A mortgage loan eligible
to be substituted by the Seller for a Deleted Mortgage Loan which must, on the
date of such substitution, be approved by the Purchaser and (i) have an
outstanding principal balance, after deduction of all scheduled payments due in
the month of substitution (or in the case of a substitution of more than one
mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not
in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the
amount of any shortfall will be deposited in the Custodial Account by the Seller
in the month of substitution); (ii) have a Mortgage Interest Rate not less than
and not more than one percent (1%) greater than the Mortgage Interest Rate of
the Deleted Mortgage Loan; (iii) have a remaining term to maturity not greater
than and not more than one (1) year less than that of the Deleted Mortgage Loan
(iv) be of the same type as the Deleted Mortgage Loan (i.e., fixed rate or
adjustable rate with same Mortgage Interest Rate Cap and Index); (v) comply as
of the date of substitution with each representation and warranty set forth in
Subsection 7.01 of this Agreement; (vi) be current in the payment of principal
and interest; (vii) be secured by a Mortgaged Property of the same type and
occupancy status as secured the Deleted Mortgage Loan; and (viii) have payment
terms that do not vary in any material respect from those of the Deleted
Mortgage Loan.

                  Rate/Term Refinance: A Refinanced Mortgage Loan, in which the
proceeds received were not in excess of the amount of funds required to repay
the principal balance of any existing first mortgage loan on the related
Mortgaged Property, pay related closing costs and satisfy any outstanding
subordinate mortgages on the related Mortgaged Property and did not provide
incidental cash to the related Mortgagor of more than one percent (1%) of the
original principal balance of such Mortgage Loan.

                  Reconstitution Agreement: As defined in Section 15.

                  Record Date: The close of business of the last Business Day of
the month preceding the month of the related Remittance Date.

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

                  Remittance Date: The 18th day of any month (or, if such 18th
day is not a Business Day, the following Business Day).

                  REO Disposition: The final sale by the Servicer of an REO
Property.

                  REO Disposition Proceeds: All amounts received with respect to
an REO Disposition pursuant to Subsection 11.12.

                  REO Property: A Mortgaged Property acquired by the Servicer
through foreclosure or deed in lieu of foreclosure, as described in Subsection
11.12.

                  Repurchase Price: With respect to any Mortgage Loan, a price
equal to the Stated Principal Balance of the Mortgage Loan to be repurchased,
plus accrued interest thereon at the Mortgage Interest Rate and including the
last Due Date through which interest had last been paid through the date of such
repurchase, plus the amount of any outstanding advances owed to any servicer,
plus all costs and expenses incurred by the Purchaser or any servicer arising
out of or


                                      -11-
<PAGE>

based upon such breach, including without limitation costs and expenses incurred
in the enforcement of the Seller's repurchase obligation hereunder.

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

                  Securitization Transfer: The sale or transfer of some or all
of the Mortgage Loans to a trust or other entity as part of a publicly-offered
or privately-placed, rated or unrated mortgage pass-through or other
mortgage-backed securities transaction.

                  Security Agreement: The agreement creating a 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.

                  Seller: As defined in the initial paragraph of this Agreement,
together with its successors in interest.

                  Servicer: As defined in the initial paragraph of this
Agreement, together with its successors and assigns as permitted under the terms
of this Agreement.

                  Servicing Advances: All customary, reasonable and necessary
out-of-pocket costs and expenses incurred in the performance by the Servicer of
its servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the Mortgaged Property if the Mortgaged Property
is acquired in satisfaction of the Mortgage, and (iv) payments made by the
Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08.

                  Servicing Fee: With respect to each Mortgage Loan, the amount
of the annual fee the Purchaser shall pay to the Servicer, which shall, for each
month, be equal to one-twelfth of (i) the product of the Servicing Fee Rate and
(ii) the unpaid principal balance of such Mortgage Loan. Such fee shall be
payable monthly, computed on the basis of the same principal amount and period
respecting which any related interest payment on a Mortgage Loan is computed,
and shall be pro rated (based upon the number of days of the related month the
Servicer so acted as Servicer relative to the number of days in that month) for
each part thereof. The obligation of the Purchaser to pay the Servicing Fee is
limited to, and payable solely from, the interest portion (including recoveries
with respect to interest from Liquidation Proceeds and other proceeds, to the
extent permitted by Subsection 11.05) of related Monthly Payments collected by
the Servicer, or as otherwise provided under Subsection 11.05.

                  Servicing Fee Rate: With respect to each Mortgage Loan, an
amount equal to 0.250% per annum.

                  Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing


                                      -12-
<PAGE>

officers furnished to the Purchaser by the Servicer, as such list may be amended
from time to time.

                  Stated Principal Balance: As to each Mortgage Loan as to any
date of determination, (i) the principal balance of the Mortgage Loan at the
related Cut-off Date after giving effect to payments of principal due on or
before such date, whether or not received, minus (ii) all amounts previously
distributed to the Purchaser with respect to the related Mortgage Loan
representing payments or recoveries of principal, or advances in lieu thereof on
such Mortgage Loan.

                  Transfer Date: In the event the Servicer is terminated as
servicer of a Mortgage Loan pursuant to Subsections 12.04, 13.01 or 14.02, the
date on which the Purchaser, or its designee, shall receive the transfer of
servicing responsibilities and begin to perform the servicing of such Mortgage
Loans, and the Seller, as Servicer, shall cease all servicing responsibilities.

                  Underwriting Guidelines: The underwriting guidelines of the
Seller, a copy of which is attached hereto as Exhibit 8 and a then-current copy
of which shall be attached as an exhibit to the related Assignment and
Conveyance.

                  Whole Loan Transfer: The sale or transfer by the Purchaser of
some or all of the Mortgage Loans in a whole loan or participation format
pursuant to a Reconstitution Agreement.

                  Section 2. Purchase and Conveyance. The Seller agrees to sell
from time to time, and the Purchaser agrees to purchase from time to time,
Mortgage Loans having an aggregate principal balance on the related Cut-off Date
in an amount as set forth in the related Purchase Price and Terms Letter, or in
such other amount as agreed by the Purchaser and the Seller as evidenced by the
actual aggregate principal balance of the Mortgage Loans accepted by the
Purchaser on each Closing Date, together with the related Mortgage Files and all
rights and obligations arising under the documents contained therein. The
Seller, simultaneously with the delivery of the Mortgage Loan Schedule with
respect to the related Mortgage Loan Package to be purchased on each Closing
Date, shall execute and deliver an Assignment and Conveyance Agreement in the
form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement").

                  With respect to each Mortgage Loan purchased, the Purchaser
shall own and be entitled to receive: (a) all scheduled principal due after the
related Cut-off Date, (b) all other payments and/or recoveries of principal
collected after the related Cut-off Date (provided, however, that all scheduled
payments of principal due on or before the related Cut-off Date and collected by
the Servicer after the related Cut-off Date shall belong to the Seller), and (c)
all payments of interest on the Mortgage Loans net of the Servicing Fee (minus
that portion of any such interest payment that is allocable to the period prior
to the related Cut-off Date).

                  For the purposes of this Agreement, payments of scheduled
principal and interest prepaid for a Due Date beyond the related Cut-off Date
shall not be applied to reduce the Stated Principal Balance as of the related
Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be
the property of the Purchaser. The Seller shall remit to the Servicer for


                                      -13-
<PAGE>

deposit any such prepaid amounts into the Custodial Account, which account is
established for the benefit of the Purchaser, for remittance by the Servicer to
the Purchaser on the appropriate Remittance Date. All payments of principal and
interest, less the applicable Servicing Fee, due on a Due Date following the
related Cut-off Date shall belong to the Purchaser.

                  Section 3. Mortgage Loan Schedule. The Seller from time to
time shall provide the Purchaser with certain information constituting a
preliminary listing of the Mortgage Loans to be purchased on each Closing Date
in accordance with the related Purchase Price and Terms Letter and this
Agreement (each, a "Preliminary Mortgage Schedule").

                  The Seller shall deliver the related Mortgage Loan Schedule
for the Mortgage Loans to be purchased on a particular Closing Date to the
Purchaser at least five (5) Business Days prior to the related Closing Date. The
Mortgage Loan Schedule shall be the related Preliminary Mortgage Schedule with
those Mortgage Loans which have not been funded prior to the related Closing
Date deleted.


                                      -14-
<PAGE>
                  Section 4. Purchase Price. Subject to the conditions set forth
herein, the Purchaser shall pay the Purchase Price plus accrued interest on the
Stated Principal Balance of each Mortgage Loan as of the applicable Cut-off Date
at its Mortgage Loan Remittance Rate from the related Cut-off Date through the
day prior to the related Closing Date, both inclusive, to the Seller on the
related Closing Date. Such payment shall be made by wire transfer of immediately
available funds to the account designated by the Seller.

                  Section 5. Examination of Mortgage Files. At least ten (10)
Business Days prior to the related Closing Date, the Seller shall either (a)
deliver to the Purchaser or its designee in escrow, for examination with respect
to each Mortgage Loan to be purchased, the related Mortgage File, including a
copy of the Assignment of Mortgage (for Mortgage Loans that are not MERS
Designated Mortgage Loans), pertaining to each Mortgage Loan, or (b) make the
related Mortgage File available to the Purchaser for examination at such other
location as shall otherwise be acceptable to the Purchaser. Such examination of
the Mortgage Files may be made by the Purchaser or its designee at any
reasonable time before or after the related Closing Date. If the Purchaser makes
such examination prior to the related Closing Date and determines, in its sole
discretion, that any Mortgage Loans do not conform to any of the requirements
set forth in the Purchase Price and Terms Letter, or as an Exhibit annexed
thereto, the Purchaser may delete such Mortgage Loans from the related Mortgage
Loan Schedule, and such Deleted Mortgage Loan (or Loans) may be replaced by a
Qualified Substitute Mortgage Loan (or Loans) acceptable to the Purchaser. The
Purchaser may, at its option and without notice to the Seller, purchase some or
all of the Mortgage Loans without conducting any partial or complete
examination. The fact that the Purchaser or its designee has conducted or has
failed to conduct any partial or complete examination of the Mortgage Files
shall not impair in any way the Purchaser's (or any of its successor's) rights
to demand repurchase, substitution or other remedy as provided in this
Agreement. In the event that the Seller fails to deliver the Mortgage File with
respect to any Mortgage Loan, the Seller shall, upon the request of the
Purchaser, repurchase such Mortgage Loan as the price and in the manner
specified in Subsection 7.03. Upon the consent of the Purchaser, the Seller
shall make available to the Purchaser in digital format on compact disks or
DVDs, selected Mortgage Loans and the related Mortgage File which shall include,
without limitation, imaged documents required by the Purchaser to conduct an
examination of the Mortgage File.

                  Section 6. Delivery of Mortgage Loan Documents.

                  Subsection 6.01 Possession of Mortgage Files. The contents of
each Mortgage File required to be retained by or delivered to the Servicer to
service the Mortgage Loans pursuant to this Agreement and thus not delivered to
the Purchaser, or its designee, are and shall be held in trust by the Servicer
for the benefit of the Purchaser as the owner thereof. The Servicer's possession
of any portion of each such Mortgage File is at the will of the Purchaser for
the sole purpose of facilitating servicing of the Mortgage Loans pursuant to
this Agreement, and such retention and possession by the Servicer shall be in a
custodial capacity only. The ownership of each Mortgage Note, each Mortgage and
the contents of each Mortgage File is vested in the Purchaser and the ownership
of all records and documents with respect to the related Mortgage Loan prepared
by or which come into the possession of the Servicer shall immediately vest in
the Purchaser and shall be retained and maintained, in trust, by the Servicer


                                      -15-
<PAGE>

at the will of the Purchaser in such custodial capacity only. The Mortgage File
retained by the Servicer with respect to each Mortgage Loan pursuant to this
Agreement shall be appropriately identified in the Servicer's computer system to
reflect clearly the sale of such related Mortgage Loan to the Purchaser. The
Servicer shall release from its custody the contents of any Mortgage File
retained by it only in accordance with this Agreement, except when such release
is required in connection with a repurchase of any such Mortgage Loan pursuant
to Subsection 7.03 or if required under applicable law or court order.

                  Subsection 6.02 Books and Records. Record title to each
Mortgage and the related Mortgage Note as of the related Closing Date shall be
in the name of the Seller; provided, however, that if a Mortgage has been
recorded in the name of MERS or its designee, the Seller is shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of the system
of recording transfers of beneficial ownership of mortgages maintained by MERS.
Notwithstanding the foregoing, ownership of each Mortgage and the related
Mortgage Note shall be vested solely in the Purchaser or the appropriate
designee of the Purchaser, as the case may be. All rights arising out of the
Mortgage Loans including, but not limited to, all funds received by the Servicer
after the related Cut-off Date on or in connection with a Mortgage Loan as
provided in Section 2 shall be vested in the Purchaser; provided, however, that
all such funds received on or in connection with a Mortgage Loan as provided in
Section 2 shall be received and held by the Servicer in trust for the benefit of
the Purchaser as the owner of the Mortgage Loans pursuant to the terms of this
Agreement.

                  It is the express intention of the parties that the
transactions contemplated by this Agreement be, and be construed as, a sale of
the related Mortgage Loans by the Seller and not a pledge of such Mortgage Loans
by the Seller to the Purchaser to secure a debt or other obligation of the
Seller. Consequently, the sale of each Mortgage Loan shall be reflected as a
purchase on the Purchaser's business records, tax returns and financial
statements, and as a sale of assets on the Seller's business records, tax
returns and financial statements.

                  Subsection 6.03 Delivery of Mortgage Loan Documents.

                  The Seller shall, at least two (2) Business Days prior to the
related Closing Date (or such later date as the Purchaser may reasonably
request), deliver and release to the Purchaser, or its designee, the Mortgage
Loan Documents with respect to each Mortgage Loan pursuant to a bailee letter
agreement. In connection with the foregoing, the Seller shall indemnify the
Purchaser and its present and former directors, officers, employees and agents,
and hold such parties harmless against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and other
costs and expenses based on or grounded upon, or resulting from, the fact that
no Mortgage Loan is covered by an ALTA or CLTA lender's title insurance policy.
For purposes of the previous sentence, "Purchaser" shall mean the Person then
acting as the Purchaser under this Agreement and any and all Persons who
previously were "Purchasers" under this Agreement.

                  To the extent received by it, the Servicer shall forward to
the Purchaser, or its designee, original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into in
accordance with this Agreement within two (2) weeks after their execution;
provided, however, that the Servicer shall provide the Purchaser, or its
designee,


                                      -16-
<PAGE>

with a copy, certified by the Servicer as a true copy, of any such document
submitted for recordation within two (2) weeks after its execution, and shall
provide the original of any document submitted for recordation or a copy of such
document certified by the appropriate public recording office to be a true and
complete copy of the original within two (2) weeks following receipt of the
original document by the Servicer; provided, however, that such original
recorded document or certified copy thereof shall be delivered to the Purchaser
no later than 180 days following the related Closing Date, unless there has been
a delay at the applicable recording office.

                  If the original or copy of any document submitted for
recordation to the appropriate public recording office is not delivered to the
Purchaser or its designee within 180 days following the related Closing Date,
the related Mortgage Loan shall, upon the request of the Purchaser, be
repurchased by the Seller at the price and in the manner specified in Subsection
7.03. The foregoing repurchase obligation shall not apply if the Seller cannot
cause the Servicer to deliver such original or copy of any document submitted
for recordation to the appropriate public recording office within the specified
period due to a delay caused by the recording office in the applicable
jurisdiction; provided that (i) the Servicer shall instead deliver a recording
receipt of such recording office or, if such recording receipt is not available,
an officer's certificate of a servicing officer of the Servicer, confirming that
such document has been accepted for recording, and (ii) such document is
delivered within twelve (12) months of the related Closing Date.

                  The Seller shall pay all initial recording fees, if any, for
the Assignments of Mortgage and any other fees or costs in transferring all
original documents to the Custodian or, upon written request of the Purchaser,
to the Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's
designee shall be responsible for recording the Assignments of Mortgage and
shall be reimbursed by the Seller for the costs associated therewith pursuant to
the preceding sentence.

                  Subsection 6.04 MERS Designated Loans

                  With respect to each MERS Designated Mortgage Loan, the Seller
shall, on or prior to the related Closing Date, designate the Purchaser as the
Investor and the Custodian as custodian, and no Person shall be listed as
Interim Funder on the MERS System. In addition, on or prior to the related
Closing Date, Seller shall provide the Custodian and the Purchaser with a MERS
Report listing the Purchaser as the Investor, the Custodian as custodian and no
Person listed as Interim Funder with respect to each MERS Designated Mortgage
Loan.

                  Section 7. Representations, Warranties and Covenants; Remedies
                  for Breach.

                  Subsection 7.01 Representations and Warranties Regarding
Individual Mortgage Loans. The Seller hereby represents and warrants to the
Purchaser that, as to each Mortgage Loan, as of the related Closing Date or such
other date specified herein:

                  (a) Mortgage Loans as Described. The information set forth in
the related Mortgage Loan Schedule is complete, true and correct;


                                      -17-
<PAGE>

                  (b) Payments Current. All payments required to be made up to
the related Closing Date for the Mortgage Loan under the terms of the Mortgage
Note have been made and credited. No payment required under the Mortgage Loan is
30 days or more delinquent nor has any payment under the Mortgage Loan been 30
days or more delinquent at any time since the origination of the Mortgage Loan;

                  (c) No Outstanding Charges. There are no defaults in complying
with the terms of the Mortgage, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments or
ground rents which previously became due and owing have been paid, or an escrow
of funds has been established in an amount sufficient to pay for every such item
which remains unpaid and which has been assessed but is not yet due and payable.
The Seller has not advanced funds, or induced, solicited or knowingly received
any advance of funds by a party other than the Mortgagor, directly or
indirectly, for the payment of any amount required under the Mortgage Loan,
except for interest accruing from the date of the Mortgage Note or date of
disbursement of the Mortgage Loan proceeds, whichever is earlier, to the day
which precedes by one month the related Due Date of the first installment of
principal and interest;

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

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

                  (f) Hazard Insurance. Pursuant to the terms of the Mortgage,
all buildings or other improvements upon the Mortgaged Property are insured by a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are provided for in the Underwriting Guidelines. If
required by the National Flood Insurance Act of 1968, as amended, each Mortgage
Loan is covered by a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration as in effect which
policy conforms with the Underwriting Guidelines. All individual insurance
policies contain a standard


                                      -18-
<PAGE>

mortgagee clause naming the Seller and its successors and assigns as mortgagee,
and all premiums thereon have been paid. The Mortgage obligates the Mortgagor
thereunder to maintain the hazard insurance policy at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at such Mortgagor's cost and
expense, and to seek reimbursement therefor from the Mortgagor. Where required
by state law or regulation, the Mortgagor has been given an opportunity to
choose the carrier of the required hazard insurance, provided the policy is not
a "master" or "blanket" hazard insurance policy covering a condominium, or any
hazard insurance policy covering the common facilities of a planned unit
development. The hazard insurance policy is the valid and binding obligation of
the insurer, is in full force and effect, and will be in full force and effect
and inure to the benefit of the Purchaser upon the consummation of the
transactions contemplated by this Agreement. The Seller has not engaged in, and
has no knowledge of the Mortgagor's having engaged in, any act or omission which
would impair the coverage of any such policy, the benefits of the endorsement
provided for herein, or the validity and binding effect of either including,
without limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other person or entity, and no such unlawful
items have been received, retained or realized by the Seller;

                  (g) Compliance with Applicable Laws. Any and all requirements
of any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit protection,
predatory and abusive lending, equal credit opportunity and disclosure laws
applicable to the Mortgage Loan, including, without limitation, any provisions
relating to a Prepayment Penalty, have been complied with, the consummation of
the transactions contemplated hereby will not involve the violation of any such
laws or regulations, and the Seller shall maintain in its possession, available
for the Purchaser's inspection, and shall deliver to the Purchaser upon demand,
evidence of compliance with all such requirements;

                  (h) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission. The Seller has not waived
the performance by the Mortgagor of any action, if the Mortgagor's failure to
perform such action would cause the Mortgage Loan to be in default, nor has the
Seller waived any default resulting from any action or inaction by the
Mortgagor;

                  (i) Type of Mortgaged Property. With respect to a Mortgage
Loan that is not a Co-op Loan and is not secured by an interest in a leasehold
estate, the Mortgaged Property is a fee simple estate that consists of a single
parcel of real property with a detached single family residence erected thereon,
or a two- to four-family dwelling, or an individual residential condominium unit
in a condominium project, or an individual unit in a planned unit development,
or an individual unit in a residential cooperative housing corporation;
provided, however, that any condominium unit, planned unit development or
residential cooperative housing corporation shall conform with the Underwriting
Guidelines. No portion of the Mortgaged Property (or underlying Mortgaged
Property, in the case of a Co-op Loan) is used for commercial purposes, and
since the date of origination, no portion of the Mortgaged Property has


                                      -19-
<PAGE>

been used for commercial purposes; provided, that Mortgaged Properties which
contain a home office shall not be considered as being used for commercial
purposes as long as the Mortgaged Property has not been altered for commercial
purposes and is not storing any chemicals or raw materials other than those
commonly used for homeowner repair, maintenance and/or household purposes. None
of the Mortgaged Properties are Manufactured Homes, log homes, mobile homes,
geodesic domes or other unique property types;

                  (j) Valid First Lien. The Mortgage is a valid, subsisting,
enforceable and perfected, first lien on the Mortgaged Property, including all
buildings and improvements on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located
in or annexed to such buildings, and all additions, alterations and replacements
made at any time with respect to the foregoing. The lien of the Mortgage is
subject only to:

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

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

                  (iii) other matters to which like properties are commonly
         subject which do not materially interfere with the benefits of the
         security intended to be provided by the Mortgage or the use, enjoyment,
         value or marketability of the related Mortgaged Property.

                  Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting, enforceable and perfected first
lien and first priority security interest on the property described therein and
the Seller has full right to sell and assign the same to the Purchaser.

                  With respect to any Co-op Loan, the related Mortgage is a
valid, subsisting and enforceable first priority security interest on the
related cooperative shares securing the Mortgage Note, subject only to (a) liens
of the related residential cooperative housing corporation for unpaid
assessments representing the Mortgagor's pro rata share of the related
residential cooperative housing corporation's payments for its blanket mortgage,
current and future real property taxes, insurance premiums, maintenance fees and
other assessments to which like collateral is commonly subject and (b) other
matters to which like collateral is commonly subject which do not materially
interfere with the benefits of the security interest intended to be provided by
the related Security Agreement;

                  (k) Validity of Mortgage Documents. The Mortgage Note and the
Mortgage and any other agreement executed and delivered by a Mortgagor in
connection with a Mortgage


                                      -20-
<PAGE>

Loan 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, the Mortgage and any other such related agreement had legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage
and any other such related agreement have been duly and properly executed by
other such related parties. No fraud, error, omission, misrepresentation,
negligence or similar occurrence with respect to a Mortgage Loan has taken place
on the part of the Seller in connection with the origination of the Mortgage
Loan or in the application of any insurance in relation to such Mortgage Loan.
The documents, instruments and agreements submitted for loan underwriting were
not falsified and contain no untrue statement of material fact or omit to state
a material fact required to be stated therein or necessary to make the
information and statements therein not misleading. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage
Loan has taken place on the part of any Person, including without limitation,
the Mortgagor, any appraiser, any builder or developer, or any other party
involved in the origination of the Mortgage Loan or in the application for any
insurance in relation to such Mortgage Loan. The Seller has reviewed all of the
documents constituting the Servicing File and has made such inquiries as it
deems necessary to make and confirm the accuracy of the representations set
forth herein;

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

                  (m) Ownership. The Seller is the sole owner of record and
holder of the Mortgage Loan and the indebtedness evidenced by each Mortgage Note
and upon the sale of the Mortgage Loans to the Purchaser, the Seller will retain
the Mortgage Files or any part thereof with respect thereto not delivered to the
Custodian, the Purchaser or the Purchaser's designee, in trust only for the
purpose of servicing and supervising the servicing of each Mortgage Loan. The
Mortgage Loan is not assigned or pledged, and the Seller has good, indefeasible
and marketable title thereto, and has full right to transfer and sell the
Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest, and
has full right and authority subject to no interest or participation of, or
agreement with, any other party, to sell and assign each Mortgage Loan pursuant
to this Agreement and following the sale of each Mortgage Loan, the Purchaser
will own such Mortgage Loan free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest. The
Seller intends to relinquish all rights to possess, control and monitor the
Mortgage Loan. After the related Closing Date, the Seller will have no right to
modify or alter the terms of the sale of the Mortgage Loan and the Seller will
have no obligation or right to repurchase the Mortgage Loan or substitute
another Mortgage Loan, except as provided in this Agreement;

                  (n) Doing Business. All parties which have had any interest in
the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest, were)
(1) in compliance with any and all applicable


                                      -21-
<PAGE>

licensing requirements of the laws of the state wherein the Mortgaged Property
is located, and (2) either (i) organized under the laws of such state, or (ii)
qualified to do business in such state, or (iii) a federal savings and loan
association, a savings bank or a national bank having a principal office in such
state, or (3) not doing business in such state;

                  (o) LTV, PMI Policy. No Mortgage Loan has an LTV greater than
100%. Any Mortgage Loan that had at the time of origination an LTV in excess of
80% is insured as to payment defaults by a PMI Policy. Any PMI Policy in effect
covers the related Mortgage Loan for the life of such Mortgage Loan, subject to
applicable law. All provisions of such PMI Policy have been and are being
complied with, such policy is in full force and effect, and all premiums due
thereunder have been paid. No action, inaction, or event has occurred and no
state of facts exists that has, or will result in the exclusion from, denial of,
or defense to coverage. Any Mortgage Loan subject to a PMI Policy obligates the
Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and
charges in connection therewith. The Mortgage Interest Rate for the Mortgage
Loans as set forth on the related Mortgage Loan Schedule is net of any PMI
Policy insurance premium or LPMI Fee;

                  (p) Title Insurance. With respect to a Mortgage Loan which is
not a Co-op Loan, the Mortgage Loan is covered by an ALTA lender's title
insurance policy or other generally acceptable form of policy or insurance
acceptable under the Underwriting Guidelines and each such title insurance
policy is issued by a title insurer acceptable under the Underwriting Guidelines
and qualified to do business in the jurisdiction where the Mortgaged Property is
located, insuring the Seller, its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan (or to the extent a Mortgage Note provides for negative amortization, the
maximum amount of negative amortization in accordance with the Mortgage),
subject only to the exceptions contained in clauses (i) and (ii) of paragraph
(j) of this Subsection 7.02, and in the case of Adjustable Rate Mortgage Loans,
against any loss by reason of the invalidity or unenforceability of the lien
resulting from the provisions of the Mortgage providing for adjustment to the
Mortgage Interest Rate and Monthly Payment. Where required by state law or
regulation, the Mortgagor has been given the opportunity to choose the carrier
of the required mortgage title insurance. Additionally, such lender's title
insurance policy affirmatively insures ingress and egress, and against
encroachments by or upon the Mortgaged Property or any interest therein. The
Seller, its successor and assigns, are the sole insureds of such lender's title
insurance policy, and such lender's title insurance policy is valid and remains
in full force and effect and will be in force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have been made
under such lender's title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy, including
without limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other person or entity, and no such unlawful
items have been received, retained or realized by the Seller;

                  (q) No Defaults. Other than payments due but not yet 30 days
or more delinquent, there is no default, breach, violation or event which would
permit acceleration existing under the Mortgage or the Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach,


                                      -22-
<PAGE>

violation or event which would permit acceleration, and neither the Seller nor
any of its affiliates nor any of their respective predecessors, have waived any
default, breach, violation or event which would permit acceleration;

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

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

                  (t) Origination; Payment Terms. The Mortgage Loan was
originated by a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing Act, a
savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or other similar institution which is supervised and examined
by a federal or state authority. Principal payments on the Mortgage Loan
commenced no more than seventy days after funds were disbursed in connection
with the Mortgage Loan. The Mortgage Interest Rate as well as, in the case of an
Adjustable Rate Mortgage Loan, the Lifetime Rate Cap and the Periodic Rate Cap
and the Periodic Rate Floor are as set forth on the related Mortgage Loan
Schedule. The Mortgage Interest Rate is adjusted, with respect to Adjustable
Rate Mortgage Loans, on each Interest Rate Adjustment Date to equal the Index
plus the Gross Margin (rounded up or down to the nearest 0.125%), subject to the
Periodic Rate Cap. The Mortgage Note is payable in equal monthly installments of
principal and interest, which installments of interest, with respect to
Adjustable Rate Mortgage Loans, are subject to change due to the adjustments to
the Mortgage Interest Rate on each Interest Rate Adjustment Date, with interest
calculated and payable in arrears, sufficient to amortize the Mortgage Loan
fully by the stated maturity date, over an original term of not more than
fifteen years from commencement of amortization. Unless otherwise specified on
the related Mortgage Loan Schedule, the Mortgage Loan is payable on the first
day of each month. The Mortgage Loan by its original terms or any modification
thereof, does not provide for amoritization beyond its scheduled maturity date;

                  (u) Customary Provisions. The Mortgage contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (i) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and
foreclosure on, or trustee's sale of, the Mortgaged Property pursuant to the
proper procedures, the holder of the Mortgage Loan will be able to deliver good
and merchantable title to the Mortgaged Property. There is no homestead or other
exemption available to a Mortgagor which would interfere with the right to sell
the Mortgaged Property at a trustee's sale or the right to


                                      -23-
<PAGE>

foreclose the Mortgage, subject to applicable federal and state laws and
judicial precedent with respect to bankruptcy and right of redemption or similar
law;

                  (v) Conformance with Agency and Underwriting Guidelines. The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines (a
copy of which is attached to the related Assignment and Conveyance as Exhibit
C). The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or
Fannie Mae and no representations have been made to a Mortgagor that are
inconsistent with the mortgage instruments used;

                  (w) Occupancy of the Mortgaged Property. As of the related
Closing Date the Mortgaged Property is lawfully occupied under applicable law.
All inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been made or obtained from
the appropriate authorities. Unless otherwise specified on the related Mortgage
Loan Schedule, the Mortgagor represented at the time of origination of the
Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the
Mortgagor's primary residence;

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

                  (y) Deeds of Trust. In the event the Mortgage constitutes a
deed of trust, a trustee, authorized and duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is named
in the Mortgage, and no fees or expenses are or will become payable by the
Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale after default by the Mortgagor;

                  (z) Acceptable Investment. There are no circumstances or
conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor,
the Mortgage File or the Mortgagor's credit standing that can reasonably be
expected to cause private institutional investors who invest in prime mortgage
loans similar to the Mortgage Loan 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, or cause the
Mortgage Loan to prepay during any period materially faster or slower than the
mortgage loans originated by the Seller generally;

                  (aa) Delivery of Mortgage Documents. The Mortgage Note, the
Mortgage, the Assignment of Mortgage and any other documents required to be
delivered under this Agreement for each Mortgage Loan have been delivered to the
Custodian. The Seller is in possession of a complete, true and accurate Mortgage
File in compliance with Exhibit 2 attached hereto, except for such documents the
originals of which have been delivered to the Custodian;

                  (bb) Transfer of Mortgage Loans. The Assignment of Mortgage
(except with respect to any Mortgage that has been recorded in the name of MERS
or its designee) with respect to each Mortgage Loan is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;


                                      -24-
<PAGE>

                  (cc) Due-On-Sale. With respect to each Fixed Rate Mortgage
Loan, the Mortgage contains an enforceable provision for the acceleration of the
payment of the unpaid principal balance of the Mortgage Loan in the event that
the Mortgaged Property is sold or transferred without the prior written consent
of the mortgagee thereunder, and to the best of the Seller's knowledge, such
provision is enforceable;

                  (dd) Assumability. With respect to each Adjustable Rate
Mortgage Loan, the Mortgage Loan Documents provide that after the related first
Interest Rate Adjustment Date, a related Mortgage Loan may only be assumed if
the party assuming such Mortgage Loan meets certain credit requirements stated
in the Mortgage Loan Documents;

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

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

                  (gg) Mortgaged Property Undamaged; No Condemnation
Proceedings. There is no proceeding pending or threatened for the total or
partial condemnation of the Mortgaged Property. The Mortgaged Property is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the premises
were intended and each Mortgaged Property is in good repair. There have not been
any condemnation proceedings with respect to the Mortgaged Property and the
Seller has no knowledge of any such proceedings in the future;

                  (hh) Collection Practices; Escrow Deposits; Interest Rate
Adjustments. The origination, servicing and collection practices used by the
Seller with respect to the Mortgage Loan have been in all respects in compliance
with Accepted Servicing Practices, applicable laws and regulations, and have
been in all respects legal and proper. With respect to escrow deposits and
Escrow Payments, all such payments are in the possession of, or under the
control of, the Seller and there exist no deficiencies in connection therewith
for which customary arrangements for repayment thereof have not been made. All
Escrow Payments have been collected in full compliance with state and federal
law and the provisions of the related Mortgage Note and Mortgage. An escrow of
funds is not prohibited by applicable law and has been established in an amount
sufficient to pay for every item that remains unpaid and has been assessed but
is not yet


                                      -25-
<PAGE>

due and payable. No escrow deposits or Escrow Payments or other charges or
payments due the Seller have been capitalized under the Mortgage or the Mortgage
Note. All Mortgage Interest Rate adjustments have been made in strict compliance
with state and federal law and the terms of the related Mortgage and Mortgage
Note on the related Interest Rate Adjustment Date. If, pursuant to the terms of
the Mortgage Note, another index was selected for determining the Mortgage
Interest Rate, the same index was used with respect to each Mortgage Note which
required a new index to be selected, and such selection did not conflict with
the terms of the related Mortgage Note. The Seller executed and delivered any
and all notices required under applicable law and the terms of the related
Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the Monthly
Payment adjustments. Any interest required to be paid pursuant to state, federal
and local law has been properly paid and credited;

                  (ii) Conversion to Fixed Interest Rate. The Mortgage Loan does
not contain a provision whereby the Mortgagor is permitted to convert the
Mortgage Interest Rate from an adjustable rate to a fixed rate;

                  (jj) Other Insurance Policies; No Defense to Coverage. No
action, inaction or event has occurred and no state of facts exists or has
existed on or prior to the Closing Date that has resulted or will result in the
exclusion from, denial of, or defense to coverage under any applicable hazard
insurance policy, PMI Policy, LPMI Policy or bankruptcy bond (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due
thereunder to the insured), irrespective of the cause of such failure of
coverage. The Seller has caused or will cause to be performed any and all acts
required to preserve the rights and remedies of the Purchaser in any insurance
policies applicable to the Mortgage Loans including, without limitation, any
necessary notifications of insurers, assignments of policies or interests
therein, and establishments of coinsured, joint loss payee and mortgagee rights
in favor of the Purchaser. In connection with the placement of any such
insurance, no commission, fee, or other compensation has been or will be
received by the Seller or by any officer, director, or employee of the Seller or
any designee of the Seller or any corporation in which the Seller or any
officer, director, or employee had a financial interest at the time of placement
of such insurance;

                  (kk) No Violation of Environmental Laws. To the best of the
Seller's knowledge, there is no pending action or proceeding directly involving
the Mortgaged Property in which compliance with any environmental law, rule or
regulation is an issue; there is no violation of any environmental law, rule or
regulation with respect to the Mortgage Property; and nothing further remains to
be done to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;

                  (ll) Soldiers' and Sailors' Civil Relief Act. The Mortgagor
has not notified the Seller, and the Seller has no knowledge of any relief
requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil
Relief Act of 1940 as amended, or other similar state statute;

                  (mm) Appraisal. The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan
application by a Qualified Appraiser, duly appointed by the Seller, who had no
interest, direct or indirect in the


                                      -26-
<PAGE>

Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and appraiser both satisfy the requirements of Fannie
Mae or Freddie Mac and Title XI of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 and the regulations promulgated thereunder, all as
in effect on the date the Mortgage Loan was originated;

                  (nn) Disclosure Materials. The Mortgagor has executed a
statement to the effect that the Mortgagor has received all disclosure materials
required by, and the Seller has complied with, all applicable law with respect
to the making of the Mortgage Loans. The Seller shall maintain such statement in
the Mortgage File;

                  (oo) Construction or Rehabilitation of Mortgaged Property. No
Mortgage Loan was made in connection with the construction (other than a
"construct-to-perm" loan) or rehabilitation of a Mortgaged Property or
facilitating the trade-in or exchange of a Mortgaged Property;

                  (pp) Escrow Analysis. If applicable, with respect to each
Mortgage, the Seller has within the last twelve months (unless such Mortgage was
originated within such twelve month period) analyzed the required Escrow
Payments for each Mortgage and adjusted the amount of such payments so that,
assuming all required payments are timely made, any deficiency will be
eliminated on or before the first anniversary of such analysis, or any overage
will be refunded to the Mortgagor, in accordance with RESPA and any other
applicable law;

                  (qq) Credit Information. As to each consumer report (as
defined in the Fair Credit Reporting Act, Public Law 91-508) or other credit
information furnished by the Seller to the Purchaser, that Seller has full right
and authority and is not precluded by law or contract from furnishing such
information to the Purchaser and the Purchaser is not precluded from furnishing
the same to any subsequent or prospective purchaser of such Mortgage. The Seller
has in its capacity as servicer, for each Mortgage Loan, fully furnished, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (e.g., favorable and unfavorable) on its
borrower credit files to Equifax, Experian and Trans Union Credit Information
Company (three of the credit repositories), on a monthly basis;

                  (rr) Leaseholds. If the Mortgage Loan is secured by a
leasehold estate, (1) the ground lease is assignable or transferable; (2) the
ground lease will not terminate earlier than five years after the maturity date
of the Mortgage Loan; (3) the ground lease does not provide for termination of
the lease in the event of lessee's default without the mortgagee being entitled
to receive written notice of, and a reasonable opportunity to cure the default;
(4) the ground lease permits the mortgaging of the related Mortgaged Property;
(5) the ground lease protects the mortgagee's interests in the event of a
property condemnation; (6) all ground lease rents, other payments, or
assessments that have become due have been paid; and (7) the use of leasehold
estates for residential properties is a widely accepted practice in the
jurisdiction in which the Mortgaged Property is located.

                  (ss) Prepayment Penalty. Each Mortgage Loan that is subject to
a prepayment penalty as provided in the related Mortgage Note is identified on
the related Mortgage Loan Schedule. With respect to Mortgage Loans originated
prior to October 1, 2002, no such


                                      -27-
<PAGE>

Prepayment Penalty may be imposed for a term in excess of five (5) years
following origination. With respect to Mortgage Loans originated on or after
October 1, 2002, no such Prepayment Penalty may be imposed for a term in excess
of three (3) years following origination;

                  (tt) Predatory Lending Regulations. No Mortgage Loan is (a) a
"high cost" loan under the Home Ownership and Equity Protection Act of 1994 or
(b) a "high cost," "threshold," "covered" or "predatory" or similar loan under
any other applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees); provided that any Mortgage Loan secured by
a Mortgaged Property in Illinois characterized as a "threshold" loan shall not
be a "high cost" loan unless it is characterized as "predatory" under applicable
local law;

                  (uu) Single-premium credit life insurance policy. In
connection with the origination of any Mortgage Loan, no proceeds from such
Mortgage Loan were used to finance a single-premium credit life insurance
policy;

                  (vv) Qualified Mortgage. The Mortgage Loan is a qualified
mortgage under Section 860G(a)(3) of the Code;

                  (ww) Tax Service Contract. Each Mortgage Loan is covered by a
paid in full, life of loan, tax service contract issued by Lereta Corp., and
such contract is transferable;

                  (xx) Origination. No predatory or deceptive lending practices,
including, without limitation, the extension of credit without regard to the
ability of the Mortgagor to repay and the extension of credit which has no
apparent benefit to the Mortgagor, were employed in the origination of the
Mortgage Loan;

                  (yy) Recordation. Each original Mortgage was recorded and all
subsequent assignments of the original Mortgage (other than the assignment to
the Purchaser) have been recorded in the appropriate jurisdictions wherein such
recordation is necessary to perfect the lien thereof as against creditors of the
Seller, or is in the process of being recorded;

                  (zz) Co-op Loans. With respect to a Mortgage Loan that is a
Co-op Loan, the stock that is pledged as security for the Mortgage Loan is held
by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code);

                  (aaa) Mortgagor Bankruptcy. On or prior to the date 60 days
after the related Closing Date, the Mortgagor has not filed and will not file a
bankruptcy petition or has not become the subject and will not become the
subject of involuntary bankruptcy proceedings or has not consented to or will
not consent to the filing of a bankruptcy proceeding against it or to a receiver
being appointed in respect of the related Mortgaged Property; and

                  (bbb) No Prior Offer. The Mortgage Loan has not previously
been offered for sale;


                                      -28-
<PAGE>

                  (ccc) Georgia Fair Lending Act. There is no Mortgage Loan that
was originated on or after October 1, 2002 and before March 7, 2003 which is
secured by property located in the State of Georgia. There is no Mortgage Loan
that was originated on or after March 7, 2003 that is a "high cost home loan" as
defined under the Georgia Fair Lending Act;

                  (ddd) New York State Banking Law. There is no Mortgage Loan
that (a) is secured by property located in the State of New York; (b) had an
original principal balance of $300,000 or less, and (c) has an application date
on or after April 1, 2003, the terms of which loan equal or exceed either the
annual percentage rate or the points and fees threshold for "high cost home
loans," as defined in Section 6-L of the New York State Banking Law;

                  (eee) Mortgaged Premises Located in Kentucky. There is no
Mortgage Loan that (a) is secured by property located in the State of Kentucky ;
(b) was originated on or after June 25, 2003, and (c) which is a "high cost home
loan" as defined under Kentucky State Statute KRS 360.100, effective as of June
25, 2003; and

                  (fff) Mortgaged Premises Located in Arkansas. There is no
Mortgage Loan that (a) is secured by property located in the State of Arkansas;
(b) has a note date on or after July 16, 2003, and (c) which is a "high cost
home loan" as defined under the Arkansas Home Loan Protection Act, effective as
of June 14, 2003.

                  Subsection 7.02 Seller Representations. The Seller hereby
represents and warrants to the Purchaser that, as of the related Closing Date:

                  (a) Due Organization and Authority. The Seller is a New York
corporation, validly existing, and in good standing under the laws of its
jurisdiction of incorporation or formation and has all licenses necessary to
carry on its business as now being conducted and is licensed, qualified and in
good standing in the states 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 the Seller. The Seller has corporate power and authority
to execute and deliver this Agreement and to perform its obligations hereunder;
the execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by the
Seller and the consummation of the transactions contemplated hereby have been
duly and validly authorized; this Agreement has been duly executed and delivered
and constitutes the valid, legal, binding and enforceable obligation of the
Seller, except as enforceability may be limited by (i) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar laws
affecting the enforcement of the rights of creditors and (ii) general principles
of equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Seller to make this
Agreement valid and binding upon the Seller in accordance with its terms;

                  (b) No Consent Required. No consent, approval, authorization
or order is required for the transactions contemplated by this Agreement from
any court, governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Seller is required or, if required, such consent,
approval, authorization or order has been or will, prior to the related Closing
Date, be obtained;


                                      -29-
<PAGE>

                  (c) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of
business of the Seller, and the transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are
not subject to the bulk transfer or any similar statutory provisions in effect
in any applicable jurisdiction;

                  (d) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition or origination of the Mortgage Loans by the Seller,
the sale of the Mortgage Loans to the Purchaser, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Seller's charter or by-laws
or any legal restriction or any agreement or instrument to which the Seller is
now a party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Seller or its property
is subject, or result in the creation or imposition of any lien, charge or
encumbrance that would have an adverse effect upon any of its properties
pursuant to the terms of any mortgage, contract, deed of trust or other
instrument, or impair the ability of the Purchaser to realize on the Mortgage
Loans, impair the value of the Mortgage Loans, or impair the ability of the
Purchaser to realize the full amount of any insurance benefits accruing pursuant
to this Agreement;

                  (e) No Litigation Pending. There is no action, suit,
proceeding or investigation pending or threatened against the Seller, before any
court, administrative agency or other tribunal asserting the invalidity of this
Agreement, seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or which, either in any one instance or in the
aggregate, may result in any material adverse change in the business,
operations, financial condition, properties or assets of the Seller, or in any
material impairment of the right or ability of the Seller to carry on its
business substantially as now conducted, or in any material liability on the
part of the Seller, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Seller contemplated herein, or which
would be likely to impair materially the ability of the Seller to perform under
the terms of this Agreement;

                  (f) Ability to Perform; Solvency. The Seller does not believe,
nor does it have any reason or cause to believe, that it cannot perform each and
every covenant contained in this Agreement. The Seller is solvent and the sale
of the Mortgage Loans will not cause the Seller to become insolvent. The sale of
the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of Seller's creditors;

                  (g) Seller's Origination. The Seller's decision to originate
any mortgage loan or to deny any mortgage loan application is an independent
decision based upon the Underwriting Guidelines, and is in no way made as a
result of Purchaser's decision to purchase, or not to purchase, or the price
Purchaser may offer to pay for, any such mortgage loan, if originated;

                  (h) Anti-Money Laundering Laws. The 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"); the Seller has established


                                      -30-
<PAGE>

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 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

                  (i) Ability to Service. Seller has the facilities, procedures,
and experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Seller is duly qualified, licensed,
registered and otherwise authorized under all applicable federal, state and
local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by HUD, the OTS, the OCC or the FDIC, if applicable, and
is in good standing to enforce, originate, sell mortgage loans to, and service
mortgage loans in the jurisdiction wherein the Mortgaged Properties are located;

                  (j) Reasonable Servicing Fee. The Seller acknowledges and
agrees that the Servicing Fee represents reasonable compensation for performing
such services and that the entire Servicing Fee shall be treated by the Seller,
for accounting and tax purposes, as compensation for the servicing and
administration of the Mortgage Loans pursuant to this Agreement;

                  (k) Selection Process. The Mortgage Loans were selected from
among the outstanding one- to four-family mortgage loans in the Seller's
portfolio at the related Closing Date as to which the criteria set forth in the
related Purchase Price and Terms Letter are satisfied and the representations
and warranties set forth in Subsection 7.01 could be made and such selection was
not made in a manner so as to affect adversely the interests of the Purchaser;

                  (l) Delivery to the Custodian. The Mortgage Note, the
Mortgage, the Assignment of Mortgage and any other documents required to be
delivered with respect to each Mortgage Loan pursuant to the Custodial
Agreement, shall be delivered to the Custodian all in compliance with the
specific requirements of the Custodial Agreement. With respect to each Mortgage
Loan, the Seller will be in possession of a complete Mortgage File in compliance
with Exhibit 2 hereto, except for such documents as will be delivered to the
Custodian;

                  (m) Mortgage Loan Characteristics. The characteristics of the
related Mortgage Loan Package are as set forth on the description of the pool
characteristics for the applicable Mortgage Loan Package delivered pursuant to
Section 9 on the related Closing Date in the form attached as Exhibit B to each
related Assignment and Conveyance Agreement;

                  (n) No Untrue Information. Neither this Agreement nor any
information, statement, tape, diskette, report, form, or other document
furnished or to be furnished pursuant to this Agreement or any Reconstitution
Agreement or in connection with the transactions contemplated hereby (including
any Securitization Transfer or Whole Loan Transfer) contains or will contain any
untrue statement of fact or omits or will omit to state a fact necessary to make
the statements contained herein or therein not misleading;


                                      -31-
<PAGE>

                  (o) No Brokers. The Seller has not dealt with any broker,
investment banker, agent or other person that may be entitled to any commission
or compensation in connection with the sale of the Mortgage Loans;

                  (p) Sale Treatment. The Seller expects to be advised by its
independent certified public accountants that under generally accepted
accounting principles the transfer of the Mortgage Loans may be treated as a
sale on the books and records of the Seller and the Seller has determined that
the disposition of the Mortgage Loans pursuant to this Agreement will be
afforded sale treatment for tax and accounting purposes;

                  (q) Owner of Record. The Seller is the owner of record of each
Mortgage and the indebtedness evidenced by each Mortgage Note, except for the
Assignments of Mortgage which have been sent for recording, and upon recordation
the Seller will be the owner of record of each Mortgage and the indebtedness
evidenced by each Mortgage Note, and upon the sale of the Mortgage Loans to the
Purchaser, the Seller will retain the Mortgage Files with respect thereto in
trust only for the purpose of servicing and supervising the servicing of each
Mortgage Loan;

                  (r) Reasonable Purchase Price. The consideration received by
the Seller upon the sale of the Mortgage Loans under this Agreement constitutes
fair consideration and reasonably equivalent value for the Mortgage Loans;

                  Subsection 7.03 Remedies for Breach of Representations and
Warranties. It is understood and agreed that the representations and warranties
set forth in Subsections 7.01 and 7.02 shall survive the sale of the Mortgage
Loans to the Purchaser and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or lack of examination of any Mortgage
File. Upon discovery by either the Seller, the Servicer or the Purchaser of a
breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the others.

                  Within sixty (60) days after the earlier of either discovery
by or notice to the Seller of any breach of a representation or warranty which
materially and adversely affects the value of the Mortgage Loans or the interest
of the Purchaser therein (or which materially and adversely affects the value of
the applicable Mortgage Loan or the interest of the Purchaser therein in the
case of a representation and warranty relating to a particular Mortgage Loan),
the Seller shall use its best efforts promptly to cure such breach in all
material respects and, if such breach cannot be cured, the Seller shall
repurchase such Mortgage Loan or Mortgage Loans at the Repurchase Price.
Notwithstanding the above sentence, within 60 days after the earlier of either
discovery by, or notice to, the Seller of any breach of the representations or
warranties set forth in clauses (tt), (uu), (vv) or (ww) of Subsection 7.01, the
Seller shall repurchase such Mortgage Loan at the Repurchase Price unless, in
the case of clause (ww), such breach was cured. However, the Seller may, at its
option and assuming that Seller has a Qualified Substitute Mortgage Loan, rather
than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan
and substitute in its place a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans; provided, however, that any such substitution shall
be effected not later than ninety (90) days after the related Closing Date. If
the Seller has no Qualified


                                      -32-
<PAGE>

Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan. Any
repurchase of a Mortgage Loan pursuant to the foregoing provisions of this
Subsection 7.03 shall occur on a date designated by the Purchaser, and
acceptable to the Seller, and shall be accomplished by the Seller remitting to
the Servicer for deposit the amount of the Repurchase Price in the Custodial
Account for distribution to the Purchaser on the next scheduled Remittance Date.

                  At the time of repurchase of any deficient Mortgage Loan (or
removal of any Deleted Mortgage Loan), the Purchaser and the Seller shall
arrange for the assignment of the repurchased Mortgage Loan (or Deleted Mortgage
Loan) to the Seller or its designee and the delivery to the Seller of any
documents held by the Purchaser relating to the repurchased Mortgage Loan in the
manner required by this Agreement with respect to the purchase and sale of such
Mortgage Loan on the related Closing Date. In the event the Repurchase Price is
deposited in the Custodial Account, the Seller shall, simultaneously with its
remittance to the Servicer of such Repurchase Price for deposit, give written
notice to the Purchaser that such deposit has taken place. Upon such repurchase,
the related Mortgage Loan Schedule shall be amended to reflect the withdrawal of
the repurchased Mortgage Loan from this Agreement.

                  As to any Deleted Mortgage Loan for which the Seller
substitutes one or more Qualified Substitute Mortgage Loans, the Seller shall
effect such substitution by delivering to the Purchaser for each Qualified
Substitute Mortgage Loan the Mortgage Note, the Mortgage, the Assignment of
Mortgage and such other documents and agreements as are required by Subsection
6.03. The Seller shall remit to the Servicer for deposit in the Custodial
Account the Monthly Payment less the Servicing Fee due on each Qualified
Substitute Mortgage Loan in the month following the date of such substitution.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution will be retained by the Seller. For the month of
substitution, distributions to the Purchaser will include the Monthly Payment
due on such Deleted Mortgage Loan in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received by the
Seller in respect of such Deleted Mortgage Loan. The Seller shall give written
notice to the Purchaser that such substitution has taken place and shall amend
the related Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan from the terms of this Agreement and the substitution of the
Qualified Substitute Mortgage Loan. Upon such substitution, each Qualified
Substitute Mortgage Loan shall be subject to the terms of this Agreement in all
respects, and the Seller shall be deemed to have made with respect to such
Qualified Substitute Mortgage Loan, as of the date of substitution, the
covenants, representations and warranties set forth in Subsections 7.01 and
7.02.

                  For any month in which the Seller substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Seller will determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (after application of scheduled principal payments due in
the month of substitution). The amount of such shortfall shall be remitted to
the Servicer by the Seller for distribution by the Servicer in the month of
substitution pursuant to Subsection 11.04. Accordingly, on the date of such
substitution, the Seller will remit to the Servicer from its own funds for
deposit into the Custodial Account an amount equal to the amount of such
shortfall plus one month's interest thereon at the Mortgage Loan Remittance
Rate.


                                      -33-
<PAGE>

                  In addition to such repurchase or substitution obligation, the
Seller shall indemnify the Purchaser and its present and former directors,
officers, employees and agents, and hold such parties harmless against any
losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and other costs and expenses resulting from any claim,
demand, defense or assertion based on or grounded upon, or resulting from, a
breach of the Seller representations and warranties contained in this Agreement
or any Reconstitution Agreement. For purposes of the previous sentence,
"Purchaser" shall mean the Person then acting as the Purchaser under this
Agreement and any and all Persons who previously were "Purchasers" under this
Agreement.

                  It is understood and agreed that the obligations of the Seller
set forth in this Subsection 7.03 to cure, repurchase or substitute for a
defective Mortgage Loan, together with the rights and remedies of the Purchaser
under Subsection 12.01 constitute the sole remedies of the Purchaser respecting
a breach of the representations and warranties set forth in Subsections 7.01 and
7.02.

                  Subsection 7.04 Repurchase of Mortgage Loans with First
Payment Defaults. If the related Mortgagor is delinquent with respect to the
Mortgage Loan's first Monthly Payment either (i) after origination of such
Mortgage Loan, or (ii) after the related Closing Date, the Seller, at the
Purchaser's option, shall repurchase such Mortgage Loan from the Purchaser at a
price equal to the Repurchase Price. The Seller shall repurchase such delinquent
Mortgage Loan within thirty (30) days of such request.

                  Subsection 7.05 Premium Recapture. With respect to any
Mortgage Loan without prepayment penalties that prepays in full during the first
three months following the related Closing Date, and with respect to any
Mortgage Loan that is repurchased pursuant to Subsection 7.04, the Seller shall
pay the Purchaser, within three (3) Business Days after such prepayment in full
or repurchase, an amount equal to the excess of the Purchase Price Percentage
for such Mortgage Loan over par, multiplied by the outstanding principal balance
of such Mortgage Loan as of the related Cut-off Date.

                  Section 8. Closing. The closing for the purchase and sale of
each Mortgage Loan Package shall take place on the related Closing Date. At the
Purchaser's option, each closing shall be either: by telephone, confirmed by
letter or wire as the parties shall agree, or conducted in person, at such place
as the parties shall agree. Each closing shall be subject to each of the
following conditions:

                  (a) all of the representations and warranties of the Seller in
this Agreement shall be true and correct as of the related Closing Date and no
event shall have occurred which, with notice or the passage of time, would
constitute an Event of Default under this Agreement;

                  (b) the Purchaser's attorneys shall have received in escrow,
all Closing Documents as specified in Section 9, in such forms as are agreed
upon and acceptable to the Purchaser, duly executed by all signatories as
required pursuant to the terms hereof; and

                  (c) all other terms and conditions of this Agreement shall
have been complied with.


                                      -34-
<PAGE>

                  Section 9. Closing Documents. On the related Closing Date, the
Seller shall deliver to the Purchaser's attorneys in escrow fully executed
originals of:

                  (a) this Agreement (to be executed and delivered only for the
initial Closing Date);

                  (b) the Purchase Price and Terms Letter, executed in four (4)
counterparts;

                  (c) with respect to the initial Closing Date, the Custodial
Agreement, dated as of the initial Cut-off Date;

                  (d) with respect to the initial Closing Date, a Custodial
Account Certification in the form attached as Exhibit 4 hereto or a Custodial
Account Letter Agreement in the form attached as Exhibit 5 hereto;

                  (e) with respect to the initial Closing Date, an Escrow
Account Certification in the form attached as Exhibit 6 hereto or an Escrow
Account Letter Agreement in the form attached as Exhibit 7 hereto;

                  (f) the related Mortgage Loan Schedule, segregated by Mortgage
Loan Package, one copy to be attached hereto, one copy to be attached to the
Custodian's counterpart of the Custodial Agreement, and one copy to be attached
to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto;

                  (g) with respect to the initial Closing Date, an Officer's
Certificate, in the form of Exhibit 10 hereto with respect to the Seller,
including all attachments thereto and with respect to subsequent Closing Dates,
an Officer's Certificate upon request of the Purchaser; and

                  (h) with respect to the initial Closing Date, an Opinion of
Counsel of the Seller (who may be an employee of the Seller), generally in the
form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an
Opinion of Counsel of the Seller upon request of the Purchaser;

                  (i) with respect to the initial Closing Date, an Opinion of
Counsel of the Custodian (who may be an employee of the Custodian), in the form
of an exhibit to the Custodial Agreement;

                  (j) a Security Release Certification, in the form of Exhibit
12 or Exhibit 13, as applicable, hereto executed by any person, as requested by
the Purchaser, if any of the Mortgage Loans have at any time been subject to any
security interest, pledge or hypothecation for the benefit of such person;

                  (k) a certificate or other evidence of merger or change of
name, signed or stamped by the applicable regulatory authority, if any of the
Mortgage Loans were acquired by the Seller by merger or acquired or originated
by the Seller while conducting business under a name other than its present
name, if applicable;


                                      -35-
<PAGE>

                  (l) with respect to the initial Closing Date, the Underwriting
Guidelines to be attached hereto as Exhibit 8 and with respect to each
subsequent Closing Date, the Underwriting Guidelines to be attached to the
related Assignment and Conveyance;

                  (m) Assignment and Conveyance Agreement in the form of Exhibit
14 hereto, including all exhibits thereto;

                  (n) a Custodian's Certification, as required under the
Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and

                  (o) a MERS Report reflecting the Purchaser as Investor, the
Custodian as custodian and no Person as Interim Funder for each MERS Designated
Mortgage Loan.

                  The Seller shall bear the risk of loss of the closing
documents until such time as they are received by the Purchaser or its
attorneys.

                  Section 10. Costs. The Purchaser shall pay any commissions due
its salesmen and the legal fees and expenses of its attorneys and custodial
fees. All other costs and expenses incurred in connection with the transfer and
delivery of the Mortgage including recording fees, fees for title policy
endorsements and continuations, fees for recording Assignments of Mortgage, and
the Seller's attorney's fees, shall be paid by the Seller.

                  Section 11. Administration and Servicing of the Mortgage
Loans.

                  Subsection 11.01 Servicer to Act as Servicer. The Servicer
shall service and administer the Mortgage Loans in accordance with this
Agreement and Accepted Servicing Procedures and the terms of the Mortgage Notes
and Mortgages, and shall have full power and authority, acting alone or through
sub-servicers or agents, to do or cause to be done any and all things in
connection with such servicing and administration which the Servicer may deem
necessary or desirable and consistent with the terms of this Agreement. The
Servicer may perform its servicing responsibilities through agents or
independent contractors, but shall not thereby be released from any of its
responsibilities hereunder.

                  Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor; provided, however, that (unless the Mortgagor is in
default with respect to the Mortgage Loan, or such default is, in the judgment
of the Servicer, imminent, and the Servicer has the consent of the Purchaser)
the Servicer shall not permit any modification with respect to any Mortgage Loan
which materially and adversely affects the Mortgage Loan, including without
limitation, any modification that would defer or forgive the payment of any
principal or interest or any penalty or premium on the prepayment of principal,
change the outstanding principal amount (except for actual payments of
principal), make any future advances or extend the final maturity date, as the
case may be, with respect to such Mortgage Loan. Without limiting the generality
of the foregoing, the Servicer in its own name or acting through sub-servicers
or agents is hereby authorized and empowered by the Purchaser when the Servicer
believes it appropriate and reasonable in its best judgment, to execute and
deliver, on behalf of itself and the Purchaser, all instruments of satisfaction
or


                                      -36-
<PAGE>

cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and the Mortgaged Properties and
to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so
as to convert the ownership of such properties, and to hold or cause to be held
title to such properties, on behalf of the Purchaser pursuant to the provisions
of Subsection 11.12. The Servicer shall make all required Servicing Advances and
shall service and administer the Mortgage Loans in accordance with applicable
state and federal law and shall provide to the Mortgagors any reports required
to be provided to them thereby. The Purchaser shall furnish to the Servicer any
powers of attorney and other documents reasonably necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties under
this Agreement.

                  Subsection 11.02 Liquidation of Mortgage Loans. If any payment
due under any Mortgage Loan is not paid when the same becomes due and payable,
or in the event the Mortgagor fails to perform any other covenant or obligation
under the Mortgage Loan and such failure continues beyond any applicable grace
period, the Servicer shall take such action as it shall deem to be in the best
interest of the Purchaser. If any payment due under any Mortgage Loan remains
delinquent for a period of one hundred twenty (120) days or more, the Servicer
shall commence foreclosure proceedings in accordance with the guidelines set
forth by Fannie Mae or Freddie Mac. In such event, the Servicer shall from its
own funds make all necessary and proper Servicing Advances.

                  Subsection 11.03 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all
Mortgage Loans are paid in full, the Servicer will proceed diligently, in
accordance with this Agreement, to collect all payments due under each of the
Mortgage Loans when the same shall become due and payable. Further, the Servicer
will in accordance with Accepted Servicing Procedures ascertain and estimate
taxes, assessments, fire and hazard insurance premiums, and all other charges
that, as provided in any Mortgage, will become due and payable to the end that
the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.

                  Subsection 11.04 Establishment of Custodial Account; Deposits
in Custodial Account. The Servicer shall segregate and hold all funds collected
and received pursuant to each Mortgage Loan separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
Custodial Accounts (collectively, the "Custodial Account"), titled "GreenPoint
Mortgage Funding, Inc., in trust for Morgan Stanley Mortgage Capital Inc. as
Purchaser of Mortgage Loans and various Mortgagors." Such Custodial Account
shall be established with a commercial bank, a savings bank or a savings and
loan association (which may be a depository affiliate of the Servicer) which
meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible
depository institution for custodial accounts. In any case, the Custodial
Account shall be insured by the FDIC in a manner which shall provide maximum
available insurance thereunder and which may be drawn on by the Servicer. The
creation of any Custodial Account shall be evidenced by (i) a certification in
the form of Exhibit 4 hereto, in the case of an account established with a
depository affiliate of the Servicer, or (ii) a letter agreement in the form of
Exhibit 5 hereto, in the case of an account held by a depository other than an
affiliate of the Servicer. In either case, a copy of such certification or
letter agreement shall be furnished to the Purchaser upon request.


                                      -37-
<PAGE>

                  The Servicer shall deposit in the Custodial Account on a daily
basis on the Business Day following receipt thereof, and retain therein the
following payments and collections received or made by it subsequent to the
related Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans due on or before the related Cut-off Date):

                  (a) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;

                  (b) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;

                  (c) all Liquidation Proceeds;

                  (d) all proceeds received by the Servicer under any title
insurance policy, hazard insurance policy, or other insurance policy other than
proceeds to be held in the Escrow Account and applied to the restoration or
repair of the Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Procedures;

                  (e) all awards or settlements in respect of condemnation
proceedings or eminent domain affecting any Mortgaged Property which are not
released to the Mortgagor in accordance with Accepted Servicing Procedures;

                  (f) any amount required to be deposited in the Custodial
Account pursuant to Subsections 11.14, 11.16 and 11.18;

                  (g) any amount required to be deposited by the Servicer in
connection with any REO Property pursuant to Subsection 11.12;

                  (h) any amounts payable in connection with the repurchase of
any Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be
deposited by the Servicer in connection with shortfalls in principal amount of
Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; and

                  (i) with respect to each Principal Prepayment in full, an
amount (to be paid by the Servicer out of its own funds) which, when added to
all amounts allocable to interest received in connection with the Principal
Prepayment in full, equals one month's interest on the amount of principal so
prepaid for the month of prepayment at the applicable Mortgage Loan Remittance
Rate; provided, however, that the Servicer's aggregate obligations under this
paragraph for any month shall be limited to the total amount of Servicing Fees
actually received with respect to the Mortgage Loans by the Servicer during such
month.

                  The foregoing requirements for deposit in the Custodial
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges, assumption fees and other ancillary fees need not be deposited by the
Servicer in the Custodial Account.

                  The Servicer may invest the funds in the Custodial Account in
Eligible Investments designated in the name of the Servicer for the benefit of
the Purchaser, which shall


                                      -38-
<PAGE>

mature not later than the Business Day next preceding the Remittance Date next
following the date of such investment (except that (A) any investment in the
institution with which the Custodial Account is maintained may mature on such
Remittance Date and (B) any other investment may mature on such Remittance Date
if the Servicer shall advance funds on such Remittance Date, pending receipt
thereof to the extent necessary to make distributions to the Owner) and shall
not be sold or disposed of prior to maturity. Notwithstanding anything to the
contrary herein and above, all income and gain realized from any such investment
shall be for the benefit of the Servicer and shall be subject to withdrawal by
the Servicer. The amount of any losses incurred in respect of any such
investments shall be deposited in the Custodial Account by the Servicer out of
its own funds immediately as realized.

                  Subsection 11.05 Withdrawals From the Custodial Account. The
Servicer shall, from time to time, withdraw funds from the Custodial Account for
the following purposes:

                  (a) to make payments to the Purchaser in the amounts and in
the manner provided for in Subsection 11.14;

                  (b) to reimburse itself for P&I Advances, the Servicer's right
to reimburse itself pursuant to this subclause (b) with respect to any Mortgage
Loan being limited to related Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds and such other amounts as may be
collected by the Servicer from the Mortgagor or otherwise relating to the
Mortgage Loan, it being understood that, in the case of any such reimbursement,
the Servicer's right thereto shall be prior to the rights of the Purchaser,
except that, where the Seller is required to repurchase a Mortgage Loan,
pursuant to Subsection 7.03, the Servicer's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
Subsection 7.03, and all other amounts required to be paid to the Purchaser with
respect to such Mortgage Loan;

                  (c) to reimburse itself for any unpaid Servicing Fees and for
unreimbursed Servicing Advances, the Servicer's right to reimburse itself
pursuant to this subclause (c) with respect to any Mortgage Loan being limited
to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds and such other amounts as may be collected by the Servicer
from the Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, the Servicer's right
thereto shall be prior to the rights of the Purchaser unless the Seller is
required to repurchase a Mortgage Loan pursuant to Subsection 7.03, in which
case the Servicer's right to such reimbursement shall be subsequent to the
payment to the Purchaser of the Repurchase Price pursuant to Subsection 7.03 and
all other amounts required to be paid to the Purchaser with respect to such
Mortgage Loan;

                  (d) to reimburse itself for unreimbursed Servicing Advances
and for unreimbursed P&I Advances, in accordance with Subsection 11.16, to the
extent that such amounts are nonrecoverable by the Servicer pursuant to
subclause (b) or (c) above, provided that the Mortgage Loan for which such
advances were made is not required to be repurchased by the Seller pursuant to
Subsection 7.03;

                  (e) to reimburse itself for expenses incurred by and
reimbursable to it pursuant to Subsection 12.01;


                                      -39-
<PAGE>

                  (f) to withdraw amounts to make P&I Advances in accordance
with Subsection 11.16;

                  (g) to pay to itself any interest earned or any investment
earnings on funds deposited in the Custodial Account;

                  (h) to withdraw any amounts inadvertently deposited in the
Custodial Account; and

                  (i) to clear and terminate the Custodial Account upon the
termination of this Agreement.

                  Subsection 11.06 Establishment of Escrow Account; Deposits in
Escrow Account. The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan which constitute Escrow Payments
separate and apart from any of its own funds and general assets and shall
establish and maintain one or more Escrow Accounts (collectively, the "Escrow
Account"), titled "GreenPoint Mortgage Funding, Inc., in trust for Morgan
Stanley Mortgage Capital Inc. as Purchaser of Mortgage Loans and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association (which may be a depository
affiliate of Servicer), which meets the guidelines set forth by Fannie Mae or
Freddie Mac as an eligible institution for escrow accounts. In any case, the
Escrow Account shall be insured by the FDIC in a manner which shall provide
maximum available insurance thereunder and which may be drawn on by the
Servicer. The creation of any Escrow Account shall be evidenced by a
certification in the form of Exhibit 6 hereto, in the case of an account
established with a depository affiliate of the Servicer, or by a letter
agreement in the form of Exhibit 7 hereto, in the case of an account held by a
depository. In either case, a copy of such certification or letter agreement
shall be furnished to the Purchaser upon request.

                  The Servicer shall deposit in the Escrow Account on a daily
basis, and retain therein: (a) all Escrow Payments collected on account of the
Mortgage Loans, for the purpose of effecting timely payment of any such items as
required under the terms of this Agreement, and (b) all amounts representing
proceeds of any hazard insurance policy which are to be applied to the
restoration or repair of any Mortgaged Property. The Servicer shall make
withdrawals therefrom only in accordance with Subsection 11.07. As part of its
servicing duties, the Servicer shall pay to the Mortgagors interest on funds in
the Escrow Account, to the extent required by law.

                  Subsection 11.07 Withdrawals From Escrow Account. Withdrawals
from the Escrow Account shall be made by the Servicer only (a) to effect timely
payments of ground rents, taxes, assessments, fire and hazard insurance premiums
or other items constituting Escrow Payments for the related Mortgage, (b) to
reimburse the Servicer for any Servicing Advance made by Servicer pursuant to
Subsection 11.08 with respect to a related Mortgage Loan, (c) to refund to any
Mortgagor any funds found to be in excess of the amounts required under the
terms of the related Mortgage Loan, (d) for transfer to the Custodial Account
upon default of a Mortgagor or in accordance with the terms of the related
Mortgage Loan and if permitted by applicable law, (e) for application to restore
or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent
required by law, any interest paid on the funds deposited in the Escrow


                                      -40-
<PAGE>

Account, (g) to pay to itself any interest earned on funds deposited in the
Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent
permitted under the terms of the related Mortgage Note and applicable law, to
pay late fees with respect to any Monthly Payment which is received after the
applicable grace period, (i) to withdraw suspense payments that are deposited
into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in
the Escrow Account or (k) to clear and terminate the Escrow Account upon the
termination of this Agreement.

                  Subsection 11.08 Payment of Taxes, Insurance and Other
Charges; Collections Thereunder. With respect to each Mortgage Loan, the
Servicer shall maintain accurate records reflecting the status of ground rents,
taxes, assessments and other charges which are or may become a lien upon the
Mortgaged Property and the status of fire and hazard insurance coverage and
shall obtain, from time to time, all bills for the payment of such charges
(including renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date and at a time appropriate for securing
maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Servicer in amounts sufficient for such purposes, as allowed under the
terms of the Mortgage. If a Mortgage does not provide for Escrow Payments, the
Servicer shall determine that any such payments are made by the Mortgagor. The
Servicer assumes full responsibility for the timely payment of all such bills
and shall effect timely payments of all such bills irrespective of each
Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments and shall make Servicing Advances to effect such payments,
subject to its ability to recover such Servicing Advances pursuant to Subsection
11.07(b). With respect to each Mortgage Loan, on or before January 31st of each
year during the term of this Agreement, beginning January 31, 2004, the Servicer
shall ensure that all taxes due during the prior calendar year have been paid on
the related Mortgaged Property.

                  With respect to each Mortgage Loan identified on the Mortgage
Loan Schedule as an LPMI Loan, Servicer shall maintain in full force and effect
any LPMI Policy, and from time to time, withdraw the premium with respect to
such Mortgage Loans from the Custodial Account in order to pay the premium
thereon on a timely basis. In the event that the interest payments made with
respect to the Mortgage Loan are less than the premium with respect to the LPMI
Policy, Servicer shall advance from its own funds the amount of any such
shortfall in the LPMI Policy premiums, in payment of such premium. Any such
advance shall be a Servicing Advance subject to reimbursement. In the event that
such LPMI Policy shall be terminated, Servicer shall obtain from another insurer
acceptable under the Underwriting Guidelines, a comparable replacement policy,
with a total coverage equal to the remaining coverage of such terminated LPMI
Policy, at substantially the same fee level. If the insurer shall cease to be an
insurer acceptable under the Underwriting Guidelines, Servicer shall determine
whether recoveries under the LPMI Policy are jeopardized for reasons related to
the financial condition of such insurer, it being understood that Servicer shall
in no event have any responsibility or liability for any failure to recover
under the LPMI Policy for such reason. If Servicer determines that recoveries
are so jeopardized, it shall notify the Purchaser and the Mortgagor, if
required, and obtain from another insurer acceptable under the Underwriting
Guidelines a replacement insurance policy. Servicer shall not take any action
which would result in noncoverage under any applicable LPMI Policy of any loss
which, but for the actions of Servicer would have been


                                      -41-
<PAGE>

covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into Servicer shall promptly notify the insurer
under the related LPMI Policy, if any, of such assumption or substitution of
liability in accordance with the terms of such LPMI Policy and shall take all
actions which may be required by such insurer as a condition to the continuation
of coverage under such LPMI Policy. If such LPMI Policy is terminated as a
result of such assumption or substitution of liability, Servicer shall obtain a
replacement LPMI Policy as provided above.

                  Purchaser, in its sole discretion, at any time, may (i) either
obtain an additional LPMI Policy on any Mortgage Loan which already has an LPMI
Policy in place, or (ii) obtain a LPMI Policy for any Mortgage Loan which does
not already have a LPMI Policy in place. In any event, Servicer agrees to
administer such LPMI Policies in accordance with the Agreement or any
Reconstitution Agreement.

                  In connection with its activities as servicer, Servicer agrees
to prepare and present, on behalf of itself and the Purchaser, claims to the
insurer under any PMI Policy or LPMI Policy in a timely fashion in accordance
with the terms of such PMI Policy and LPMI Policy and, in this regard, to take
such action as shall be necessary to permit recovery under any PMI Policy or
LPMI Policy respecting a defaulted Mortgage Loan. Any amounts collected by
Servicer under any PMI Policy shall be deposited in the Escrow Account.

                  Subsection 11.09 Transfer of Accounts. The Servicer may
transfer the Custodial Account or the Escrow Account to a different depository
institution. Such transfer shall be made only upon obtaining the prior written
consent of the Purchaser; such consent not to be unreasonably withheld.

                  Subsection 11.10 Maintenance of Hazard Insurance. The Servicer
shall cause to be maintained for each Mortgage Loan fire and hazard insurance
with extended coverage customary in the area where the Mortgaged Property is
located that conforms to the requirements of Fannie Mae or Freddie Mac. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of Fannie Mae or
Freddie Mac. The Servicer shall also maintain on REO Property fire and hazard
insurance with extended coverage in an amount which meets the requirements of
Fannie Mae or Freddie Mac. Any amounts collected by the Servicer under any such
policies (other than amounts to be deposited in the Escrow Account and applied
to the restoration or repair of the property subject to the related Mortgage or
property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with Accepted Servicing Procedures) shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05. It
is understood and agreed that no earthquake or other additional insurance need
be required by the Servicer of any Mortgagor or maintained on REO Property other
than pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. All policies required
hereunder shall be endorsed with standard mortgagee clauses with loss payable to
Servicer, and shall provide for at least thirty (30) days prior written notice
of any cancellation, reduction in amount or material change in coverage to the
Servicer. The Servicer shall not interfere with the Mortgagor's freedom of
choice in selecting either its insurance carrier or agent;


                                      -42-
<PAGE>

provided, however, that the Servicer shall not accept any such insurance
policies that do not conform to the requirements of Fannie Mae or Freddie Mac.

                  Subsection 11.11 Fidelity Bond; Errors and Omissions
Insurance. The Servicer shall maintain, at its own expense, a blanket Fidelity
Bond and an errors and omissions insurance policy, with broad coverage on all
officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage
Loans. These policies shall insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. The Fidelity Bond
shall also protect and insure the Servicer against losses in connection with the
release or satisfaction of a Mortgage Loan without having obtained payment in
full of the indebtedness secured thereby. No provision of this Subsection 11.11
requiring such Fidelity Bond and errors and omissions insurance shall diminish
or relieve the Servicer of its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and insurance
policy shall be at least equal to the corresponding amounts required by Fannie
Mae in the Fannie Mae Servicing Guide or by Freddie Mac in the Freddie Mac
Sellers' & Servicers' Guide, as amended or restated from time to time, or in an
amount as may be permitted to the Servicer by express waiver of Fannie Mae or
Freddie Mac.

                  Subsection 11.12 Title, Management and Disposition of REO
Property. If title to the Mortgaged Property is acquired in foreclosure or by
deed in lieu of foreclosure, the deed or certificate of sale shall be taken in
the name of the Servicer or its nominee, in either case as nominee, for the
benefit of the Purchaser of record on the date of acquisition of title (the
"Owner"). If the Servicer is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such Person
or Persons as shall be consistent with an opinion of counsel obtained by the
Servicer, at the expense of the Purchaser, from an attorney duly licensed to
practice law in the state where the REO Property is located. The Person or
Persons holding such title other than the Owner shall acknowledge in writing
that such title is being held as nominee for the Owner.

                  The Servicer shall cause to be deposited on a daily basis in
the Custodial Account all revenues received with respect to the conservation and
disposition of the related REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the REO
Property, including the cost of maintaining any hazard insurance pursuant to
Subsection 11.10 and the fees of any managing agent acting on behalf of the
Servicer. Any disbursement in excess of $5,000 shall be made only with the
written approval of the Purchaser. The Servicer shall make distributions as
required on each Remittance Date to the Purchaser of the net cash flow from the
REO Property (which shall equal the revenues from such REO Property net of the
expenses described above and of any reserves reasonably required from time to
time to be maintained to satisfy anticipated liabilities for such expenses).

                  The disposition of REO Property shall be carried out by the
Servicer in accordance with the provisions of this Agreement and shall be made
at such price, and upon such terms and conditions, as the Servicer deems to be
in the best interests of the Owner. Upon the request of the Owner, and at the
Owner's expense, the Servicer shall cause an appraisal of the


                                      -43-
<PAGE>

REO Property to be performed for the Owner. The proceeds of sale of the REO
Property shall be promptly deposited in the Custodial Account and, as soon as
practical thereafter, the expenses of such sale shall be paid, the Servicer
shall reimburse itself for any related unreimbursed Servicing Advances, unpaid
Servicing Fees, unreimbursed advances made pursuant to Subsection 11.16 and any
appraisal performed pursuant to this paragraph and the net cash proceeds of such
sale remaining in the Custodial Account shall be distributed to the Purchaser.

                  The Servicer shall either itself or through an agent selected
by the Servicer, manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Servicer shall attempt to
sell the same (and may temporarily rent the same) on such terms and conditions
as the Servicer deems to be in the best interest of the Owner.

                  If a REMIC election is or is to be made with respect to the
arrangement under which the Mortgage Loans and any REO property are held, the
Servicer shall manage, conserve, protect and operate each REO Property in a
manner which does not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or result in the
receipt by such REMIC of any "income from non-permitted assets" within the
meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure
property" within the meaning of Section 860G(c)(2) of the Code.

                  Upon request, with respect to any REO Property, the Servicer
shall furnish to the Owner a statement covering the Servicer's efforts in
connection with the sale of that REO Property and any rental of the REO Property
incidental to the sale thereof for the previous month (together with an
operating statement).

                  Subsection 11.13 Servicing Compensation. As compensation for
its services hereunder, the Servicer shall be entitled to retain the Servicing
Fee from interest payments on the Mortgage Loans. Additional servicing
compensation in the form of assumption fees, late payment charges and other
ancillary income shall be retained by the Servicer to the extent not required to
be deposited in the Custodial Account. The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided for herein.

                  Subsection 11.14 Distributions. On each Remittance Date the
Servicer shall remit by wire transfer of immediately available funds to the
account designated in writing by the Purchaser of record on the preceding Record
Date (a) all Monthly Payments due in the Due Period relating to such Remittance
Date and received by the Servicer prior to the related Determination Date, plus
(b) all amounts, if any, which the Servicer is obligated to distribute pursuant
to Subsection 11.16, plus (c) any amounts attributable to Principal Prepayments
received in the calendar month preceding the month in which the Remittance Date
occurs, together with any additional interest required to be deposited in the
Custodial Account in connection with such Principal Prepayments in accordance
with Subsection 11.04(i), minus (d) all amounts that may be withdrawn from the
Custodial Account pursuant to Subsections 11.05(b) through (e).


                                      -44-
<PAGE>

                  With respect to any remittance received by the Purchaser after
the Business Day on which such payment was due, the Servicer shall pay to the
Purchaser interest on any such late payment at an annual rate equal to the Prime
Rate, adjusted as of the date of each change, plus three percent (3%), but in no
event greater than the maximum amount permitted by applicable law. Such interest
shall be paid by the Servicer to the Purchaser on the date such late payment is
made and shall cover the period commencing with the Business Day on which such
payment was due and ending with the Business Day immediately preceding the
Business Day on which such payment is made, both inclusive. The payment by the
Servicer of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Servicer.

                  Subsection 11.15 Statements to the Purchaser. Not later than
on each Remittance Date, the Servicer shall forward to the Purchaser in hard
copy and electronic format mutually acceptable to the Purchaser and the Seller,
a statement, substantially in the form of Exhibit 9 and certified by a Servicing
Officer, setting forth (a) the amount of the distribution made on such
Remittance Date which is allocable to principal and allocable to interest; (b)
the amount of servicing compensation received by the Servicer during the prior
calendar month; (c) the aggregate Stated Principal Balance and the aggregate
unpaid principal balance of the Mortgage Loans as of the last day of the
preceding month; and (d) the paid through date for each Mortgage Loan. Such
statement shall also include information regarding delinquencies on Mortgage
Loans, indicating the number and aggregate principal amount of Mortgage Loans
which are either one (1), two (2) or three (3) or more months delinquent and the
book value of any REO Property. The Servicer shall submit to the Purchaser
monthly a liquidation report with respect to each Mortgaged Property sold in a
foreclosure sale as of the related Record Date and not previously reported. Such
liquidation report shall be incorporated into the remittance report delivered to
Purchaser in the form of Exhibit 9 hereto.

                  The Servicer shall furnish to the Purchaser an individual loan
accounting report in hard copy and electronic format mutually acceptable to the
Purchaser and the Seller, as of the last Business Day of each month, in the
Purchaser's assigned loan number order (provided that such loan numbers
previously have been provided in writing by the Purchaser to the Servicer) to
document Mortgage Loan payment activity on an individual Mortgage Loan basis.
With respect to each month, the corresponding individual loan accounting report
shall be received by the Purchaser no later than the fifth Business Day of the
following month, which report shall contain the following:

                  (i) with respect to each Monthly Payment, the amount of such
         remittance allocable to principal (including a separate breakdown of
         any Principal Prepayment, including the date of such prepayment, along
         with a detailed report of interest on principal prepayment amounts
         remitted in accordance with Subsection 11.14);

                  (ii) with respect to each Monthly Payment, the amount of such
         remittance allocable to interest; and

                  (iii) the next actual due date for each Mortgage Loan.

                  In addition, within a reasonable period of time after the end
of each calendar year, the Servicer will furnish a report to each Person that
was a Purchaser at any time during such


                                      -45-
<PAGE>

calendar year. Such report shall state the aggregate of amounts distributed to
the Purchaser for such calendar year. Such obligation of the Servicer shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Servicer pursuant to any requirements of
the Code.

                  The Servicer shall prepare and file any and all tax returns,
information statements or other filings required to be delivered to any
governmental taxing authority or to the Purchaser pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Purchaser with such information
concerning the Mortgage Loans as is necessary for such Purchaser to prepare
federal income tax returns as the Purchaser may reasonably request from time to
time.

                  Subsection 11.16 Advances by the Servicer. On the Business Day
immediately preceding each Remittance Date, the Servicer shall either (a)
deposit in the Custodial Account from its own funds an amount equal to the
aggregate amount of all Monthly Payments (with interest adjusted to the Mortgage
Loan Remittance Rate) which were due on the Mortgage Loans during the applicable
Due Period and which were delinquent at the close of business on the immediately
preceding Determination Date (each such advance, a "P&I Advance"), (b) cause to
be made an appropriate entry in the records of the Custodial Account that
amounts held for future distribution have been, as permitted by this Subsection
11.16, used by the Servicer in discharge of any such P&I Advance or (c) make P&I
Advances in the form of any combination of (a) or (b) aggregating the total
amount of P&I Advances to be made. Any amounts held for future distribution and
so used shall be replaced by the Servicer by deposit in the Custodial Account on
or before any future Remittance Date if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Purchaser required to be made
on such Remittance Date. The Servicer's obligation to make P&I Advances as to
any Mortgage Loan will continue through the last Monthly Payment due prior to
the payment in full of a Mortgage Loan, or through the last Remittance Date
prior to the Remittance Date for the distribution of all other payments or
recoveries (including proceeds under any title, hazard or other insurance
policy, or condemnation awards) with respect to a Mortgage Loan; provided,
however, that such obligation shall cease (i) for any Mortgage Loan and on any
Remittance Date that the distribution of all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds and Condemnation Proceeds)
occurs with respect to such Mortgage Loan or (ii) if the Servicer, in its good
faith judgment, determines that P&I Advances would not be recoverable pursuant
to Subsection 11.05(d). The determination by the Servicer that a P&I Advance, if
made, would be nonrecoverable, shall be evidenced by an Officer's Certificate of
the Servicer, delivered to the Purchaser, which details the reasons for such
determination.

                  Subsection 11.17 Assumption Agreements. The Servicer will use
its best efforts to enforce any "due-on-sale" provision contained in any
Mortgage or Mortgage Note, provided that the Servicer shall permit such
assumption if so required in accordance with the terms of the Mortgage or the
Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor,
the Servicer will, to the extent it has knowledge of such conveyance, exercise
its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause applicable thereto; provided, however, the Servicer will
not exercise such rights if prohibited by law from doing so. In connection with
any such assumption, the outstanding principal amount, the Monthly Payment or
the Mortgage Interest Rate of the related Mortgage Note shall not be


                                      -46-
<PAGE>

changed, and the term of the Mortgage Loan will not be increased or decreased.
If an assumption is allowed pursuant to this Subsection 11.17, the Servicer is
authorized to enter into a substitution of liability agreement with the
purchaser of the Mortgaged Property pursuant to which the original Mortgagor is
released from liability and the purchaser of the Mortgaged Property is
substituted as Mortgagor and becomes liable under the Mortgage Note.

                  Subsection 11.18 Satisfaction of Mortgages and Release of
Mortgage Files. Upon the payment in full of any Mortgage Loan, or the receipt by
the Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will obtain the portion of the
Mortgage File that is in the possession of the Purchaser or its designee,
prepare and process any required satisfaction or release of the Mortgage and
notify the Purchaser in accordance with the provisions of this Agreement. The
Purchaser agrees to deliver to the Servicer the original Mortgage Note for any
Mortgage Loan not later than three (3) Business Days following its receipt of a
notice from the Servicer that such a payment in full has been received or that a
notification has been received that such a payment in full shall be made. Such
Mortgage Note shall be held by the Servicer, in trust, for the purpose of
canceling such Mortgage Note and delivering the cancelled Mortgage Note to the
Mortgagor in a timely manner as and to the extent provided under applicable
state law. If the Mortgage has been recorded in the name of MERS or its
designee, the Servicer shall take all necessary action to effect the release of
the Mortgage Loan on the records of MERS.

                  If the Servicer grants a satisfaction or release of a Mortgage
without having obtained payment in full of the indebtedness secured by the
Mortgage or should the Servicer otherwise prejudice any right the Purchaser may
have under the mortgage instruments, the Servicer, upon written demand of the
Purchaser, shall remit to the Purchaser the Stated Principal Balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Fidelity
Bond shall insure the Servicer against any loss it may sustain with respect to
any Mortgage Loan not satisfied in accordance with the procedures set forth
herein.

                  Subsection 11.19 Annual Statement as to Compliance. The
Servicer shall deliver to the Purchaser, on or before March 10th each year
beginning March 10, 2004, an Officer's Certificate stating that (a) a review of
the activities of the Servicer during the preceding calendar year and if
performance under this Agreement has been made under such officer's supervision,
and (b) to the best of such officer's knowledge, based on such review, the
Servicer has fulfilled all its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and the action being taken by the Servicer to cure such default.

                  Subsection 11.20 Annual Independent Public Accountants'
Servicing Report. On or before March 10th of each year beginning March 10, 2004,
the Servicer at its expense shall cause a firm of independent public accountants
which is a member of the American Institute of Certified Public Accountants to
furnish a statement to the Purchaser to the effect that such firm has, with
respect to the Servicer's overall servicing operations, examined such operations
in accordance with the requirements of the Uniform Single Attestation Program
for Mortgage Bankers, stating such firm's conclusions relating thereto.


                                      -47-
<PAGE>

                  Subsection 11.21 Servicer Shall Provide Access and Information
as Reasonably Required. The Servicer shall provide to the Purchaser, and for any
Purchaser insured by FDIC or NAIC, the supervisory agents and examiners of FDIC
and OTS or NAIC, access to any documentation regarding the Mortgage Loans which
may be required by applicable regulations. Such access shall be afforded without
charge, but only upon reasonable request, during normal business hours and at
the offices of the Servicer.

                  In addition, the Servicer shall furnish upon request by the
Purchaser, during the term of this Agreement, such periodic, special or other
reports or information, whether or not provided for herein, as shall be
necessary, reasonable and appropriate with respect to the purposes of this
Agreement and applicable regulations. All such reports or information shall be
provided by and in accordance with all reasonable instructions and directions
the Purchaser may require. The Servicer agrees to execute and deliver all such
instruments and take all such action as the Purchaser, from time to time, may
reasonably request in order to effectuate the purposes and to carry out the
terms of this Agreement.

                  Subsection 11.22 Transfer of Servicing.

                  On the related Transfer Date, if any, the Purchaser, or its
designee, shall assume all servicing responsibilities related to, and the Seller
cease all servicing responsibilities related to, the related Mortgage Loans
subject to such Transfer Date. On or prior to the related Transfer Date, the
Seller shall, at its sole cost and expense, take such steps as may be necessary
or appropriate to effectuate and evidence the transfer of the servicing of the
related Mortgage Loans to the Purchaser, or its designee, including but not
limited to the following:

                  (a) Notice to Mortgagors. The Seller shall mail to the
Mortgagor of each related Mortgage Loan a letter advising such Mortgagor of the
transfer of the servicing of the related Mortgage Loan to the Purchaser, or its
designee, in accordance with the Cranston Gonzales National Affordable Housing
Act of 1990; provided, however, the content and format of the letter shall have
the prior approval of the Purchaser. The Seller shall provide the Purchaser with
copies of all such related notices no later than the related Transfer Date.

                  (b) Notice to Taxing Authorities and Insurance Companies. The
Seller shall transmit to the applicable taxing authorities and insurance
companies (including primary mortgage insurance policy insurers, if applicable)
and/or agents, notification of the transfer of the servicing to the Purchaser,
or its designee, and instructions to deliver all notices, tax bills and
insurance statements, as the case may be, to the Purchaser from and after the
related Transfer Date. The Seller shall provide the Purchaser with copies of all
such notices no later than the related Transfer Date.

                  (c) Delivery of Servicing Records. The Seller shall forward to
the Purchaser, or its designee, all servicing records and the Servicing File in
the Seller's possession relating to each related Mortgage Loan.

                  (d) Escrow Payments. The Seller shall provide the Purchaser,
or its designee, with immediately available funds by wire transfer in the amount
of the net Escrow Payments and suspense balances and all loss draft balances
associated with the related Mortgage Loans. The


                                      -48-
<PAGE>

Seller shall provide the Purchaser with an accounting statement, in electronic
format acceptable to the Purchaser in its sole discretion, of Escrow Payments
and suspense balances and loss draft balances sufficient to enable the Purchaser
to reconcile the amount of such payment with the accounts of the Mortgage Loans.
Additionally, the Seller shall wire transfer to the Purchaser the amount of any
agency, trustee or prepaid Mortgage Loan payments and all other similar amounts
held by the Seller.

                  (e) Payoffs and Assumptions. The Seller shall provide to the
Purchaser, or its designee, copies of all assumption and payoff statements
generated by the Seller on the related Mortgage Loans from the related Cut-off
Date to the related Transfer Date.

                  (f) Mortgage Payments Received Prior to Transfer Date. Prior
to the related Transfer Date all payments received by the Seller on each related
Mortgage Loan shall be properly applied by the Seller to the account of the
particular Mortgagor.

                  (g) Mortgage Payments Received after Transfer Date. The amount
of any related Monthly Payments received by the Seller after the related
Transfer Date shall be forwarded to the Purchaser by overnight mail on the date
of receipt. The Seller shall notify the Purchaser of the particulars of the
payment, which notification requirement shall be satisfied if the Seller
forwards with its payment sufficient information to permit appropriate
processing of the payment by the Purchaser. The Seller shall assume full
responsibility for the necessary and appropriate legal application of such
Monthly Payments received by the Seller after the related Transfer Date with
respect to related Mortgage Loans then in foreclosure or bankruptcy; provided,
for purposes of this Agreement, necessary and appropriate legal application of
such Monthly Payments shall include, but not be limited to, endorsement of a
Monthly Payment to the Purchaser with the particulars of the payment such as the
account number, dollar amount, date received and any special Mortgagor
application instructions and the Seller shall comply with the foregoing
requirements with respect to all Monthly Payments received by the Seller after
the related Transfer Date.

                  (h) Misapplied Payments. Misapplied payments shall be
processed as follows:

                  (i) All parties shall cooperate in correcting misapplication
         errors;

                  (ii) The party receiving notice of a misapplied payment
         occurring prior to the related Transfer Date and discovered after such
         Transfer Date shall immediately notify the other party;

                  (iii) If a misapplied payment which occurred prior to the
         related Transfer Date cannot be identified and said misapplied payment
         has resulted in a shortage in a Custodial Account or Escrow Account,
         the Seller shall be liable for the amount of such shortage. The Seller
         shall reimburse the Purchaser for the amount of such shortage within
         thirty (30) days after receipt of written demand therefor from the
         Purchaser;

                  (iv) If a misapplied payment which occurred prior to the
         related Transfer Date has created an improper Purchase Price as the
         result of an inaccurate outstanding


                                      -49-
<PAGE>

         principal balance, a check shall be issued to the party shorted by the
         improper payment application within five (5) Business Days after notice
         thereof by the other party; and

                  (v) Any check issued under the provisions of this Section
         11.22(h) shall be accompanied by a statement indicating the
         corresponding Seller and/or the Purchaser Mortgage Loan identification
         number and an explanation of the allocation of any such payments.

                  (i) Books and Records. On the related Transfer Date, the
books, records and accounts of the Seller with respect to the related Mortgage
Loans shall be in accordance with all applicable Purchaser requirements.

                  (j) Reconciliation. The Seller shall, on or before the related
Transfer Date, reconcile principal balances and make any monetary adjustments
required by the Purchaser. Any such monetary adjustments will be transferred
between the Seller and the Purchaser as appropriate.

                  (k) IRS Forms. The Seller shall or shall file all IRS forms
1099, 1099A, 1098 or 1041 and K-1 which are required to be filed on or before
the related Transfer Date in relation to the servicing and ownership of the
related Mortgage Loans. The Seller shall provide copies of such forms to the
Purchaser upon request and shall reimburse the Purchaser for any costs or
penalties incurred by the Purchaser due to the Seller's failure to comply with
this paragraph.

                  Section 12. The Servicer.

                  Subsection 12.01 Indemnification; Third Party Claims. The
Servicer agrees to indemnify and hold the Purchaser and any successor servicer
and their respective present and former directors, officers, employees and
agents harmless from any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses (including, without limitation, any legal
fees and expenses, judgments or expenses relating to such liability, claim, loss
or damage) and related costs, judgments, and any other costs, fees and expenses
that such parties may sustain in any way related to the Servicer's failure:

                  (a) to observe and perform any or all of Servicer's duties,
obligations, covenants, agreements, warranties or representations contained in
this Agreement or in the Purchase Price and Terms Letter; or

                  (b) to comply with all applicable requirements contained in
this Agreement or the Purchase Price and Terms Letter with respect to the
servicing of the Mortgage Loan and the transfer of servicing rights.

                  The Servicer immediately shall notify the Purchaser if a claim
is made by a third party with respect to this Agreement.

                  For purposes of this Section, "Purchaser" shall mean the
Person then acting as the Purchaser under this Agreement and any and all Persons
who previously were "Purchasers" under this Agreement.


                                      -50-
<PAGE>

                  Promptly after receipt by an indemnified party under this
Subsection 12.01 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Subsection 12.01, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the indemnifying party
will not relieve the indemnifying party from any liability which it may have to
any indemnified party under this Subsection 12.01, except to the extent that it
has been prejudiced in any material respect, or from any liability which it may
have, otherwise than under this Subsection 12.01. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided that if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party or parties shall have reasonably concluded that there may
be legal defenses available to it or them and/or other indemnified parties which
are different from or additional to those available to the indemnifying party,
the indemnified party or parties shall have the right to select separate counsel
to assert such legal defenses and to otherwise participate in the defense of
such action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its election so
to assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party for
expenses incurred by the indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (together with one local counsel, if applicable)), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized in writing the employment of counsel for the indemnified party at
the expense of the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the counsel referred
to in such clause (i) or (iii).

                  Subsection 12.02 Merger or Consolidation of the Servicer. The
Seller will keep in full effect its existence, rights and franchises under the
laws of its jurisdiction of incorporation or organization, and will obtain and
preserve its qualification to do business in each other jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement.

                  Any Person into which the Seller may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Seller shall be a party, or any Person succeeding to
the business of the Seller, shall be the successor of the Seller hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person shall be an
institution whose deposits are insured by FDIC or a company whose business is
the origination and servicing of mortgage loans, unless otherwise


                                      -51-
<PAGE>

consented to by the Purchaser, which consent shall not be unreasonably withheld,
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC.

                  Subsection 12.03 Limitation on Liability of the Servicer and
Others. The duties and obligations of the Servicer shall be determined solely by
the express provisions of this Agreement, the Servicer shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Agreement and no implied covenants or obligations shall be
read into this Agreement against the Servicer. Neither the Servicer nor any of
the directors, officers, employees or agents of the Servicer shall be under any
liability to the Purchaser for any action taken or for refraining from the
taking of any action in accordance with Accepted Servicing Procedures and
otherwise in good faith pursuant to this Agreement or for errors in judgment;
provided, however, that this provision shall not protect the Servicer against
any liability resulting from any breach of any representation or warranty made
herein, or from any liability specifically imposed on the Servicer herein; and,
provided, further, that this provision shall not protect the Servicer against
any liability that would otherwise be imposed by reason of the willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of the obligations or duties hereunder. The Servicer and
any director, officer, employee or agent of the Servicer may rely on any
document of any kind which it in good faith reasonably believes to be genuine
and to have been adopted or signed by the proper authorities respecting any
matters arising hereunder. Subject to the terms of Subsection 12.01, the
Servicer shall have no obligation to appear with respect to, prosecute or defend
any legal action which is not incidental to the Servicer's duty to service the
Mortgage Loans in accordance with this Agreement.

                  Subsection 12.04 Seller and Servicer Not to Resign. With
respect to the retention of the Seller to service the Mortgage Loans hereunder,
the Seller acknowledges that the Purchaser has acted in reliance upon the
Seller's independent status, the adequacy of its servicing facilities, plan,
personnel, records and procedures, its integrity, reputation and financial
standing and the continuance thereof. Without in any way limiting the generality
of this Section, neither Seller nor Servicer shall assign this Agreement or the
servicing hereunder or delegate its rights or duties hereunder or any portion
thereof, or sell or otherwise dispose of all or substantially all of its
property or assets, without the prior written approval of the Purchaser, which
consent shall be granted or withheld in the Purchaser's sole discretion or upon
the determination that the Servicer's duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Servicer. Any
such determination permitting the unilateral resignation of the Servicer shall
be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser,
which Opinion of Counsel shall be in form and substance acceptable to the
Purchaser. No such resignation or assignment shall become effective until a
successor has assumed the Servicer's responsibilities and obligations hereunder
in accordance with Subsection 14.02.

                  Section 13. Default.

                  Subsection 13.01 Events of Default. In case one or more of the
following Events of Default by the Servicer shall occur and be continuing:

                  (a) any failure by the Servicer to remit to the Purchaser any
payment required to be made under the terms of this Agreement which continues
unremedied for a period of one


                                      -52-
<PAGE>

(1) Business Day after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Purchaser;

                  (b) failure by the Servicer to duly observe or perform, in any
material respect, any other covenants, obligations or agreements of the Servicer
as set forth in this Agreement which failure continues unremedied for a period
of sixty (60) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Purchaser;

                  (c) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer and
such decree or order shall have remained in force, undischarged or unstayed for
a period of sixty (60) days;

                  (d) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or relating to all or substantially
all of the Servicer's property; or

                  (e) the Servicer shall admit in writing its inability to pay
its debts as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations;

then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Purchaser, by notice in writing to the Servicer, may, in
addition to whatever rights the Purchaser may have at law or equity to damages,
including injunctive relief and specific performance, commence termination of
all the rights and obligations of the Servicer under this Agreement and in and
to the Mortgage Loans and the proceeds thereof. Upon receipt by the Servicer of
such written notice from the Purchaser stating that it intends to terminate the
Servicer as a result of such Event of Default, all authority and power of the
Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the successor appointed pursuant to
Subsection 14.02. Upon written request from the Purchaser, the Servicer shall,
in accordance with Subsection 11.22 prepare, execute and deliver to a successor
any and all documents and other instruments, place in such successor's
possession all Mortgage Files and do or cause to be done all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, including, but not limited to, the transfer and endorsement or
assignment of the Mortgage Loans and related documents to the successor at the
Servicer's sole expense. The Servicer agrees to cooperate with the Purchaser and
such successor in effecting the termination of the Servicer's responsibilities
and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all amounts which shall at the time be
credited by the Servicer to the Custodial Account or Escrow Account or
thereafter received with respect to the Mortgage Loans.


                                      -53-
<PAGE>

                  Subsection 13.02 Waiver of Defaults. The Purchaser may waive
any default by the Servicer in the performance of its obligations hereunder and
its consequences. Upon any waiver of a past default, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereto except to the
extent expressly so waived.

                  Section 14. Termination.

                  Subsection 14.01 Termination. The respective obligations and
responsibilities of the Servicer, as servicer, shall terminate upon (a) the
distribution to the Purchaser of the final payment or liquidation with respect
to the last Mortgage Loan (or advances of same by the Servicer); (b) the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure with respect to the last Mortgage Loan and the remittance of all
funds due hereunder, (c) by mutual consent of the Servicer and the Purchaser in
writing or (d) pursuant to Subsection 14.02 by providing written notice to the
Servicer at least 30 days prior to the related Transfer Date. Upon written
request from the Purchaser in connection with any such termination, the Servicer
shall prepare, execute and deliver, any and all documents and other instruments,
place in the Purchaser's possession all Mortgage Files, and do or accomplish all
other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise, at the
Purchaser's sole expense. The Servicer agrees to cooperate with the Purchaser
and such successor in effecting the termination of the Servicer's
responsibilities and rights hereunder as servicer, including, without
limitation, the transfer to such successor for administration by it of all cash
amounts which shall at the time be credited by the Servicer to the Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage
Loans.

                  Subsection 14.02 Termination of the Servicer Without Cause.
Notwithstanding anything herein to the contrary, the Purchaser may terminate the
obligations and responsibilities of the Servicer in its capacity as Servicer,
without cause, upon payment to the Servicer of a termination fee equal to one
and one half percent (1.5%) of the aggregate outstanding principal balance of
the Mortgage Loans as of the date of such termination. The termination fee
provided for in this Subsection 14.02 shall be paid by the Purchaser within ten
(10) Business Days of any such termination without cause by the Purchaser.

                  Subsection 14.03 Successors to the Servicer. Prior to the
termination of the Servicer's responsibilities and duties under this Agreement
pursuant to Subsections 12.04, 13.01 or 14.01, the Purchaser shall, (a) succeed
to and assume all of the Servicer's responsibilities, rights, duties and
obligations under this Agreement or (b) appoint a successor which shall succeed
to all rights and assume all of the responsibilities, duties and liabilities of
the Servicer under this Agreement upon such termination. In connection with such
appointment and assumption, the Purchaser may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree. If the Servicer's duties, responsibilities and
liabilities under this Agreement shall be terminated pursuant to the
aforementioned Subsections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof


                                      -54-
<PAGE>

with the same degree of diligence and prudence which it is obligated to exercise
under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or
removal of the Servicer pursuant to the aforementioned Subsections shall not
become effective until a successor shall be appointed pursuant to this
Subsection 14.03 and shall in no event relieve the Seller of the representations
and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies
available to the Purchaser under Subsection 7.03, it being understood and agreed
that the provisions of such Subsections 7.01 and 7.02 shall be applicable to the
Seller notwithstanding any such resignation or termination of the Servicer, or
the termination of this Agreement.

                  Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Servicer and to the Purchaser an instrument
accepting such appointment, whereupon such successor shall become fully vested
with all the rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer, with like effect as if originally named as a party
to this Agreement. Any termination or resignation of the Servicer or this
Agreement pursuant to Subsections 12.04, 13.01 or 14.01 shall not affect any
claims that the Purchaser may have against the Servicer arising prior to any
such termination or resignation.

                  Upon a successor's acceptance of appointment as such, the
Servicer shall notify by mail the Purchaser of such appointment.

                  Section 15. Cooperation of Seller with a Reconstitution. The
Seller and the Purchaser agree that with respect to some or all of the Mortgage
Loans, after the related Closing Date, on one or more dates (each, a
"Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect
a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then
subject to this Agreement, without recourse, to:

                  (a) Fannie Mae under its Cash Purchase Program or MBS Program
(Special Servicing Option) (each, a "Fannie Mae Transfer"); or

                  (b) Freddie Mac (the "Freddie Mac Transfer"); or

                  (c) one or more third party purchasers in one or more Whole
Loan Transfers; or

                  (d) one or more trusts or other entities to be formed as part
of one or more Securitization Transfers.

                  The Seller agrees to execute in connection with any Agency
Transfer, any and all reasonably acceptable pool purchase contracts, and/or
agreements among the Purchaser, the Seller, Fannie Mae or Freddie Mac (as the
case may be) and any servicer in connection with a Whole Loan Transfer, a
seller's warranties and servicing agreement or a participation and servicing
agreement in form and substance reasonably acceptable to the parties, and in
connection with a Securitization Transfer, a pooling and servicing agreement in
form and substance reasonably acceptable to the parties or an Assignment and
Recognition Agreement substantially in the form attached hereto as Exhibit 15
(collectively, the agreements referred to


                                      -55-
<PAGE>

herein are designated, the "Reconstitution Agreements"), together with an
opinion of counsel with respect to such Reconstitution Agreements.

                  With respect to each Whole Loan Transfer and each
Securitization Transfer entered into by the Purchaser, the Seller agrees (1) to
cooperate fully with the Purchaser and any prospective purchaser with respect to
all reasonable requests and due diligence procedures; (2) to execute, deliver
and perform all Reconstitution Agreements reasonably required by the Purchaser;
(3) to restate the representations and warranties set forth in Section 7.02 as
of the Reconstitution Date; (4) to restate the representations and warranties
set forth in Section 7.01 as of the Reconstitution Date, modified to the extent
necessary to accurately reflect the pool statistics of the Mortgage Loans as of
the Reconstitution Date and any event or circumstances existing subsequent to
the related Closing Date and (5) make the representations and warranties set
forth in the related selling/servicing guide of the servicer, or such
representations or warranties as may be required by any rating agency or
prospective purchaser of the related securities or such Mortgage Loans, in
connection with such Reconstitution, in each case, as of the applicable
Reconsitution Date modified to the extent necessary to accurately reflect the
pool statistics of the Mortgage Loans as of the Reconstitution Date and any
event or circumstances existing subsequent to the related Closing Date. The
Seller shall provide to such servicer or issuer, as the case may be, and any
other participants or purchasers in such Reconstitution: (i) any and all
information and appropriate verification of information which may be reasonably
available to the Seller or its affiliates, whether through letters of its
auditors and counsel or otherwise, as the Purchaser or any such other
participant shall reasonably request; and (ii) such reasonable and additional
representations, warranties, covenants, opinions of counsel, letters from
auditors, and certificates of public officials or officers of the Seller or the
Servicer as are reasonably believed necessary by the Purchaser or any such other
participant. Seller shall also execute, deliver and satisfy all conditions set
forth in any indemnity agreement required by the Purchaser or any such
participant, including, without limitation, an Indemnification and Contribution
Agreement in substantially the form attached hereto as Exhibit 3. Moreover, the
Seller agrees to cooperate with all reasonable requests made by the Purchaser to
effect such Reconstitution Agreements. The Seller shall indemnify the Purchaser,
each affiliate of the Purchaser participating in the Reconstitution and each
Person who controls the Purchaser or such affiliate and their respective present
and former directors, officers, employees and agents, and hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that each of them may sustain arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in the
information provided by the Seller regarding the Seller or the Servicer, the
Seller's or the Servicer's servicing practices or performance, the Mortgage
Loans or the Underwriting Guidelines for use in any offering document prepared
in connection with any Reconstitution. For purposes of the previous sentence,
"Purchaser" shall mean the Person then acting as the Purchaser under this
Agreement and any and all Persons who previously were "Purchasers" under this
Agreement.

                  With respect to any Mortgage Loans sold in a Securitization
Transfer where the Servicer is the servicer, the Servicer agrees that on or
before March 10th of each year beginning March 10, 2004, the Servicer shall
deliver to the depositor, the master servicer (if any) and the trustee for the
securitization trust in the Securitization Transfer, and their officers,
directors and affiliates, a certification in the form attached as Exhibit 16
hereto, executed by the senior officer


                                      -56-
<PAGE>

in charge of servicing at the Servicer for use in connection with any Form 10-K
to be filed with the Securities and Exchange Commission with respect to the
securitization trust. The Servicer shall indemnify and hold harmless the
depositor, the master servicer (if any) and the trustee, and their respective
officers, directors and Affiliates, from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses arising out of or based upon any breach
of the Servicer's obligations under this paragraph or any material misstatement
or omission, negligence, bad faith or willful misconduct of the Servicer in
connection therewith. If the indemnification provided for in the preceding
sentence is unavailable or insufficient to hold harmless any indemnified party,
then the Servicer agrees that it shall contribute to the amount paid or payable
by such indemnified party as a result of the losses, claims, damages or
liabilities of such indemnified party in such proportion as is appropriate to
reflect the relative fault of such indemnified party, on the one hand, and the
Servicer, on the other, in connection with a breach of the Servicer's
obligations under this paragraph or any material misstatement or omission,
negligence, bad faith or willful misconduct of the Servicer in connection
therewith.

                  All Mortgage Loans not sold or transferred pursuant to a
Reconstitution shall remain subject to this Agreement and shall continue to be
serviced in accordance with the terms of this Agreement, and with respect
thereto this Agreement shall remain in full force and effect.

                  Section 16. Notices. All demands, notices and communications
hereunder shall be in writing and shall be given via email, facsimile
transmission or registered or certified mail to the person at the address set
forth below:

                  (a)      if to the Purchaser:

                           Morgan Stanley Mortgage Capital Inc.
                           1633 Broadway
                           New York, New York  10019
                           Attention:  Whole Loan Operations Manager
                           Fax:
                                --------------------
                           Email:
                                  ------------------

                  (b)      if to the Servicer:

                           GreenPoint Mortgage Funding, Inc.,
                           100 Wood Hollow Drive
                           Novato, CA  94945
                           Attention:
                                       -------------
                           Fax:
                                --------------------
                           Email:
                                  ------------------


                                      -57-
<PAGE>

                  (c)      if to the Seller:

                           GreenPoint Mortgage Funding, Inc.,
                           100 Wood Hollow Drive
                           Novato, CA  94945
                           Attention: Susan Davia - Secondary Marketing Division
                           Fax:
                                --------------------
                           Email:
                                  ------------------

or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).


                                      -58-
<PAGE>

                  Section 17. Severability Clause. Any part, provision
representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is nearly as
possible the same as the economic effect of this Agreement without regard to
such invalidity.

                  Section 18. No Partnership. Nothing herein contained shall be
deemed or construed to create a co-partnership or joint venture between the
parties hereto and the services of the Servicer shall be rendered as an
independent contractor and not as agent for the Purchaser.

                  Section 19. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original, and all such counterparts shall constitute one and the same
instrument.

                  Section 20. Governing Law Jurisdiction; Consent to Service of
Process. THIS AGREEMENT SHALL BE DEEMED IN EFFECT WHEN A FULLY EXECUTED
COUNTERPART THEREOF IS RECEIVED BY THE PURCHASER IN THE STATE OF NEW YORK AND
SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THIS AGREEMENT SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ITS CHOICE OF LAW RULES AND PRINCIPLES. EACH OF THE PURCHASER AND THE SELLER
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH
COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL
ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.

                  Section 21. Mandatory Delivery; Grant of Security Interest.

                  The sale and delivery on the related Closing Date of the
Mortgage Loans described on the related Mortgage Loan Schedule is mandatory from
and after the date of the execution of the related Purchase Price and Terms
Letter, it being specifically understood and


                                      -59-
<PAGE>

agreed that each Mortgage Loan is unique and identifiable on the date hereof and
that an award of money damages would be insufficient to compensate the Purchaser
for the losses and damages incurred by the Purchaser (including damages to
prospective purchasers of the Mortgage Loans) in the event of the Seller's
failure to deliver (i) each of the related Mortgage Loans or (ii) one or more
Qualified Substitute Mortgage Loans or (iii) one or more Mortgage Loans
otherwise acceptable to the Purchaser on or before the related Closing Date. The
Seller hereby grants to the Purchaser a lien on and a continuing security
interest in each Mortgage Loan and each document and instrument evidencing each
such Mortgage Loan to secure the performance by the Seller of its obligations
under the related Purchase Price and Terms Letter, and the Seller agrees that it
shall hold such Mortgage Loans in custody for the Purchaser subject to the
Purchaser's (i) right to reject any Mortgage Loan (or Qualified Substitute
Mortgage Loan) under the terms of this Agreement and to require another Mortgage
Loan (or Qualified Substitute Mortgage Loan) to be substituted therefor, and
(ii) obligation to pay the Purchase Price for the Mortgage Loans. All rights and
remedies of the Purchaser under this Agreement are distinct from, and cumulative
with, any other rights or remedies under this Agreement or afforded by law or
equity and all such rights and remedies may be exercised concurrently,
independently or successively.

                  Section 22. Intention of the Parties. It is the intention of
the parties that the Purchaser is purchasing, and the Seller is selling the
Mortgage Loans and not a debt instrument of the Seller or another security.
Accordingly, the parties hereto each intend to treat the transaction for federal
income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of
the Mortgage Loans. Moreover, the arrangement under which the Mortgage Loans are
held shall be consistent with classification of such arrangement as a grantor
trust in the event it is not found to represent direct ownership of the Mortgage
Loans. The Purchaser shall have the right to review the Mortgage Loans and the
related Mortgage Loan Files to determine the characteristics of the Mortgage
Loans which shall affect the federal income tax consequences of owning the
Mortgage Loans and the Seller shall cooperate with all reasonable requests made
by the Purchaser in the course of such review.

                  Section 23. Successors and Assigns.

                  This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser and the respective permitted
successors and assigns of the Seller and the successors and assigns of the
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the
Seller to a third party without the prior written consent of the Purchaser,
which consent may be withheld by the Purchaser in its sole discretion. This
Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or
in part, and with respect to one or more of the Mortgage Loans, without the
consent of the Seller. There shall be no limitation on the number of assignments
or transfers allowable by the Purchaser with respect to the Mortgage Loans and
this Agreement. In the event the Purchaser assigns this Agreement, and the
assignee assumes any of the Purchaser's obligations hereunder, the Seller
acknowledges and agrees to look solely to such assignee, and not to the
Purchaser, for performance of the obligations so assumed and the Purchaser shall
be relieved from any liability to the Seller with respect thereto.


                                      -60-
<PAGE>

                  Section 24. Waivers. No term or provision of this Agreement
may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be
enforced.

                  Section 25. Exhibits. The exhibits to this Agreement are
hereby incorporated and made a part hereof and are an integral part of this
Agreement.

                  Section 26. General Interpretive Principles. For purposes of
this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

                  (a) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other
gender;

                  (b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;

                  (c) references herein to "Articles," "Sections,"
"Subsections," "Paragraphs" and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;

                  (d) reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;

                  (e) the words "herein," "hereof," "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
provision; and

                  (f) the terms "include" and "including" shall mean without
limitation by reason of enumeration.

                  Section 27. Reproduction of Documents. This Agreement and all
documents relating thereto, including, without limitation, (a) consents, waivers
and modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties hereto agree that any such reproduction shall
be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party hereto in the regular
course of business, and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence.


                                      -61-
<PAGE>

                  Section 28. Amendment. This Agreement may be amended from time
to time by the Purchaser, the Seller and the Servicer by written agreement
signed by the parties hereto.

                  Section 29. Confidentiality. Each of the Purchaser, the Seller
and the Servicer shall employ proper procedures and standards designed to
maintain the confidential nature of the terms of this Agreement, except to the
extent: (a) the disclosure of which is reasonably believed by such party to be
required in connection with regulatory requirements or other legal requirements
relating to its affairs; (b) disclosed to any one or more of such party's
employees, officers, directors, agents, attorneys or accountants who would have
access to the contents of this Agreement and such data and information in the
normal course of the performance of such Person's duties for such party, to the
extent such party has procedures in effect to inform such Person of the
confidential nature thereof; (c) that is disclosed in a prospectus, prospectus
supplement or private placement memorandum relating to a securitization of the
Mortgage Loans by the Purchaser (or an affiliate assignee thereof) or to any
Person in connection with the resale or proposed resale of all or a portion of
the Mortgage Loans by such party in accordance with the terms of this Agreement;
and (d) that is reasonably believed by such party to be necessary for the
enforcement of such party's rights under this Agreement.

                  Notwithstanding any other express or implied agreement to the
contrary, each of the Purchaser, the Seller and the Servicer agree and
acknowledge that each of them and each of their employees, representatives, and
other agents may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to any
of them relating to such tax treatment and tax structure, except to the extent
that confidentiality is reasonably necessary to comply with U.S. federal or
state securities laws. For purposes of this paragraph, the terms "tax treatment"
and "tax structure" have the meanings specified in Treasury Regulation section
1.6011-4(c).

                  Section 30. Entire Agreement. This Agreement constitutes the
entire agreement and understanding relating to the subject matter hereof between
the parties hereto and any prior oral or written agreements between them shall
be deemed to have merged herewith.

                  Section 31. Further Agreements. The Seller, the Servicer and
the Purchaser each agree to execute and deliver to the other such reasonable and
appropriate additional documents, instruments or agreements as may be necessary
or appropriate to effectuate the purposes of this Agreement.

                  Section 32. No Solicitation. From and after the related
Closing Date, the Seller agrees that it will not take any action or permit or
cause any action to be taken by any of its agents or affiliates, or by any
independent contractors on the Seller's behalf, to personally, by telephone or
mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing
a Mortgage Loan, in whole or in part, without the prior written consent of the
Purchaser. Notwithstanding the foregoing, it is understood and agreed that the
Seller, the Servicer or any of their respective affiliates:


                                      -62-
<PAGE>

                  (a) may advertise its availability for handling refinancings
of mortgages in its portfolio, including the promotion of terms it has available
for such refinancings, through the sending of letters or promotional material,
so long as it does not specifically target Mortgagors and so long as such
promotional material either is sent to the mortgagors for all of the mortgages
in the servicing portfolio of the Seller, the Servicer and any of their
affiliates (those it owns as well as those serviced for others);

                  (b) may provide pay-off information and otherwise cooperate
with individual mortgagors who contact it about prepaying their mortgages by
advising them of refinancing terms and streamlined origination arrangements that
are available; and

                  (c) may offer to refinance a Mortgage Loan made within thirty
(30) days following receipt by it of a pay-off request from the related
Mortgagor.

                  Promotions undertaken by the Seller or the Servicer or by any
affiliate of the Seller or the Servicer which are directed to the general public
at large (including, without limitation, mass mailing based on commercially
acquired mailing lists, newspaper, radio and television advertisements), shall
not constitute solicitation under this Section 32.

                  Section 33. Waiver of Jury Trial. THE SELLER AND THE PURCHASER
EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY
DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


                            [Signature Page Follows]


                                      -63-
<PAGE>

                  IN WITNESS WHEREOF, the Purchaser, the Seller and the Servicer
have caused their names to be signed hereto by their respective officers
thereunto duly authorized on the date first above written.

                                     MORGAN STANLEY MORTGAGE CAPITAL INC.

                                     By: /s/ Kevin G. Chavers
                                         ---------------------------------------
                                         Name: Kevin G. Chavers
                                         Title: Vice President

                                     GREENPOINT MORTGAGE FUNDING, INC.,

                                     By:  /s/ Susan Davia
                                         ---------------------------------------
                                         Name: Susan Davia
                                         Title: Assistant Vice President


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN DOCUMENTS

                  With respect to each Mortgage Loan, the Mortgage Loan
Documents shall consist of the following:

                  (a) the original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of _________, without recourse" and
signed in the name of the last endorsee (the "Last Endorsee") by an authorized
officer. To the extent that there is no room on the face of the Mortgage Notes
for endorsements, the endorsement may be contained on an allonge, if state law
so allows and the Custodian is so advised by the Seller that state law so
allows. If the Mortgage Loan was acquired by the Seller in a merger, the
endorsement must be by "[Last Endorsee], successor by merger to [name of
predecessor]". If the Mortgage Loan was acquired or originated by the Last
Endorsee while doing business under another name, the endorsement must be by
"[Last Endorsee], formerly known as [previous name]";

                  (b) the original of any guarantee executed in connection with
the Mortgage Note;

                  (c) with respect to Mortgage Loans that are not Co-op Loans,
the original Mortgage with evidence of recording thereon. With respect to any
Co-op Loan, an original or copy of the Security Agreement. If in connection with
any Mortgage Loan, the Seller cannot deliver or cause to be delivered the
original Mortgage with evidence of recording thereon on or prior to the Closing
Date because of a delay caused by the public recording office where such
Mortgage has been delivered for recordation or because such Mortgage has been
lost or because such public recording office retains the original recorded
Mortgage, the Seller shall deliver or cause to be delivered to the Custodian, a
photocopy of such Mortgage, together with (i) in the case of a delay caused by
the public recording office, an Officer's Certificate of the Seller (or
certified by the title company, escrow agent, or closing attorney) stating that
such Mortgage has been dispatched to the appropriate public recording office for
recordation and that the original recorded Mortgage or a copy of such Mortgage
certified by such public recording office to be a true and complete copy of the
original recorded Mortgage will be promptly delivered to the Custodian upon
receipt thereof by the Seller; or (ii) in the case of a Mortgage where a public
recording office retains the original recorded Mortgage or in the case where a
Mortgage is lost after recordation in a public recording office, a copy of such
Mortgage certified by such public recording office to be a true and complete
copy of the original recorded Mortgage;

                  (d) the originals of all assumption, modification,
consolidation or extension agreements, if any, with evidence of recording
thereon;

                  (e) with respect to Mortgage Loans that are not Co-op Loans,
the original Assignment of Mortgage for each Mortgage Loan, in form and
substance acceptable for recording (except with respect to MERS Designated
Loans). The Assignment of Mortgage must be duly recorded only if recordation is
either necessary under applicable law or commonly required by private
institutional mortgage investors in the area where the Mortgaged Property is


                                    EXH. 1-1
<PAGE>

located or on direction of the Purchaser as provided in this Agreement. If the
Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the
Purchaser. If the Assignment of Mortgage is not to be recorded, the Assignment
of Mortgage shall be delivered in blank. If the Mortgage Loan was acquired by
the Seller in a merger, the Assignment of Mortgage must be made by "[Seller],
successor by merger to [name of predecessor]". If the Mortgage Loan was acquired
or originated by the Seller while doing business under another name, the
Assignment of Mortgage must be by "[Seller], formerly known as [previous name]";

                  (f) with respect to Mortgage Loans that are not Co-op Loans,
the originals of all intervening Assignments of Mortgage (if any) evidencing a
complete chain of assignment from the Seller to the Last Endorsee (or, in the
case of a MERS Designated Loan, MERS) with evidence of recording thereon, or if
any such intervening assignment has not been returned from the applicable
recording office or has been lost or if such public recording office retains the
original recorded Assignments of Mortgage, the Seller shall deliver or cause to
be delivered to the Custodian, a photocopy of such intervening assignment,
together with (i) in the case of a delay caused by the public recording office,
an Officers Certificate of the Seller (or certified by the title company, escrow
agent, or closing attorney) stating that such intervening assignment of mortgage
has been dispatched to the appropriate public recording office for recordation
and that such original recorded intervening assignment of mortgage or a copy of
such intervening assignment of mortgage certified by the appropriate public
recording office to be a true and complete copy of the original recorded
intervening assignment of mortgage will be promptly delivered to the Custodian
upon receipt thereof by the Seller; or (ii) in the case of an intervening
assignment where a public recording office retains the original recorded
intervening assignment or in the case where an intervening assignment is lost
after recordation in a public recording office, a copy of such intervening
assignment certified by such public recording office to be a true and complete
copy of the original recorded intervening assignment;

                  (g) with respect to Mortgage Loans that are not Co-op Loans,
the original mortgagee policy of title insurance or, in the event such original
title policy is unavailable, a certified true copy of the related policy binder
or commitment for title certified to be true and complete by the title insurance
company;

                  (h) the original or, if unavailable, a copy of any security
agreement, chattel mortgage or equivalent document executed in connection with
the Mortgage;

                  (i) with respect to any Co-op Loan: (i) a copy of the Co-op
Lease and the assignment of such Co-op Lease, with all intervening assignments
showing a complete chain of title and an assignment thereof by Seller; (ii) the
stock certificate together with an undated stock power relating to such stock
certificate executed in blank; (iii) the recognition agreement of the interests
of the mortgagee with respect to the Co-op Loan by the residential cooperative
housing corporation, the stock of which was pledged by the related Mortgagor to
the originator of such Co-op Loan; and (iv) copies of the financial statement
filed by the originator as secured party and, if applicable, a filed UCC-3
assignment of the subject security interest showing a complete chain of title,
together with an executed UCC-3 assignment of such security interest by the
Seller in a form sufficient for filing; and


<PAGE>

                  (j) if any of the above documents has been executed by a
person holding a power of attorney, an original or photocopy of such power
certified by the Seller to be a true and correct copy of the original.


<PAGE>


                                    EXHIBIT 2

                         CONTENTS OF EACH MORTGAGE FILE

         With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, unless otherwise disclosed to the Purchaser on the
data tape, which shall be available for inspection by the Purchaser and which
shall be retained by the Servicer or delivered to the Purchaser:

         (a) Copies of the Mortgage Loan Documents.

         (b) Residential loan application.

         (c) Mortgage Loan closing statement.

         (d) Verification of employment and income, if required.

         (e) Verification of acceptable evidence of source and amount of
downpayment.

         (f) Credit report on Mortgagor, in a form acceptable to either Fannie
Mae or Freddie Mac.

         (g) Residential appraisal report.

         (h) Photograph of the Mortgaged Property and photographs of comparable
properties.

         (i) Survey of the Mortgaged Property, unless a survey is not required
by the title insurer.

         (j) Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e., map or
plat, restrictions, easements, home owner association declarations, etc.

         (k) Copies of all required disclosure statements.

         (l) If applicable, termite report, structural engineer's report, water
potability and septic certification.

         (m) Sales Contract, if applicable.

         (n) Copy of the owner's title insurance policy or attorney's opinion of
title and abstract of title, as applicable.

         (o) Evidence of electronic notation of the hazard insurance policy,
and, if required by law, evidence of the flood insurance policy.



                                    EXH. 2-1
<PAGE>

                                    EXHIBIT 3

               FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT

                  This INDEMNIFICATION AND CONTRIBUTION AGREEMENT ("Agreement"),
dated as of [_______], 200_, among [________________] (the "Depositor"), a
[______________] corporation (the "Depositor"), Morgan Stanley Mortgage Capital
Inc., a New York corporation ("Morgan") and GreenPoint Mortgage Funding, Inc., a
New York corporation (the "Seller").

                                   WITNESSETH:

                  WHEREAS, the Depositor is acting as depositor and registrant
with respect to the Prospectus, dated [________________], and the Prospectus
Supplement to the Prospectus, [________________] (the "Prospectus Supplement"),
relating to [________________] Certificates (the "Certificates") to be issued
pursuant to a Pooling and Servicing Agreement, dated as of [________________]
(the "P&S"), among the Depositor, as depositor, [________________], as servicer
(the "Servicer"), and [________________], as trustee (the "Trustee");

                  WHEREAS, as an inducement to the Depositor to enter into the
P&S, and [____________________] (the "Underwriter[s]") to enter into the
Underwriting Agreement, dated [____________________] (the "Underwriting
Agreement") between the Depositor and the Underwriter[s], Seller has agreed to
provide for indemnification and contribution on the terms and conditions
hereinafter set forth;

                  WHEREAS, Morgan purchased from Seller certain of the Mortgage
Loans underlying the Certificates (the "Mortgage Loans") pursuant to a Mortgage
Loan Sale and Servicing Agreement, dated as of September 1, 2003 (the "Sale and
Servicing Agreement"), by and between Morgan and Seller; and

                  WHEREAS, pursuant to Section 15 of the Sale and Servicing
Agreement, the Seller has agreed to provide indemnification for certain
information.

                  NOW THEREFORE, in consideration of the agreements contained
herein, and other valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the Depositor, Morgan and the Seller agree as follows:

                  1. Indemnification and Contribution.

                  (a) The Seller agrees to indemnify and hold harmless the
Depositor, Morgan, the Underwriter[s] and their respective affiliates and their
respective present and former directors, officers, employees and agents and each
person, if any, who controls the Depositor, Morgan, the


                                    EXH. 3-1
<PAGE>

Underwriter[s] or such affiliates within the meaning of either Section 15 of the
Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the 1933 Act, the 1934 Act or other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based in whole or in part upon any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus
Supplement or in the Comp Materials or any omission or alleged omission to state
in the Prospectus Supplement or in the Comp Materials a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading, or any such untrue
statement or omission or alleged untrue statement or alleged omission made in
any amendment of or supplement to the Prospectus Supplement or the Comp
Materials and agrees to reimburse the Depositor, Morgan, the Underwriter[s] or
such affiliates and each such officer, director, employee, agent and controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by any of them in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that Seller shall be liable in any
such case only to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with the Seller Information. The foregoing indemnity agreement is in
addition to any liability which Seller may otherwise have to the Depositor,
Morgan, the Underwriter[s], their affiliates or any such director, officer,
employee, agent or controlling person of the Depositor, Morgan, the
Underwriter[s] or their respective affiliates.

                  As used herein:

                  "Seller Information" means any information relating to Seller,
the Mortgage Loans and/or the underwriting guidelines relating to the Mortgage
Loans submitted by the Servicer for use in the Prospectus Supplement or the Comp
Materials.

                  The terms "Collateral Term Sheet" and "Structural Term Sheet"
shall have the respective meanings assigned to them in the February 13, 1995
letter (the "PSA Letter") of Cleary, Gottlieb, Steen & Hamilton on behalf of the
Public Securities Association (which letter, and the SEC staff's response
thereto, were publicly available February 17, 1995). The term "Collateral Term
Sheet" as used herein includes any subsequent Collateral Term Sheet that
reflects a substantive change in the information presented. The term
"Computational Materials" has the meaning assigned to it in the May 17, 1994
letter (the "Kidder letter" and, together with the PSA Letter, the "No-Action
Letters") of Brown & Wood on behalf of Kidder, Peabody & Co., Inc. (which
letter, and the SEC staff's response thereto, were publicly available May 20,
1994). The term "Comp Materials" as used herein means collectively Collateral
Term Sheets, Structural Term Sheet and Computational Materials relating to the
Certificates or the transaction contemplated by the Prospectus Supplement.

                  (b) Promptly after receipt by any indemnified party under this
Section 1 of notice of any claim or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 1, notify the


<PAGE>

indemnifying party in writing of the claim or the commencement of that action;
provided, however, that the failure to notify an indemnifying party shall not
relieve it from any liability which it may have under this Section 1 except to
the extent it has been materially prejudiced by such failure; and provided,
further, however, that the failure to notify any indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 1.

                  If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, except as
provided in the following paragraph, the indemnifying party shall not be liable
to the indemnified party under this Section 1 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.

                  Any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
necessary or appropriate for such indemnified party to employ separate counsel;
or (iii) the indemnifying party has failed to assume the defense of such action
and employ counsel reasonably satisfactory to the indemnified party, in which
case, if such indemnified party notifies the indemnifying party in writing that
it elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to local counsel) at any time for all such indemnified parties.

                  Each indemnified party, as a condition of the indemnity
agreements contained in this Section 1, shall cooperate with the indemnifying
party in the defense of any such action or claim. No indemnifying party shall be
liable for any settlement of any such action effected without its written
consent (which consent shall not be unreasonably withheld), but if settled with
its written consent or if there be a final judgment for the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.

                  Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel, the indemnifying
party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more


<PAGE>

than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement.

                  (c) If the indemnification provided for in this Section 1 is
unavailable to an indemnified party, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities, in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, respectively, in connection
with the statements or omissions that result in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the indemnified party and indemnifying party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission and any other equitable considerations.

                  (d) The indemnity and contribution agreements contained in
this Section 1 and the representations and warranties set forth in Section 2
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by the Depositor,
Morgan, the Underwriter[s], their respective affiliates, directors, officers,
employees or agents or any person controlling the Depositor, Morgan, the
Underwriter[s] or any such affiliate, and (iii) acceptance of and payment for
any of the Offered Certificates.

                  2. Representations and Warranties. Seller represents and
warrants that:

                  (i) Seller is validly existing and in good standing under the
         laws of its jurisdiction of formation or incorporation, as applicable,
         and has full power and authority to own its assets and to transact the
         business in which it is currently engaged. Seller is duly qualified to
         do business and is in good standing in each jurisdiction in which the
         character of the business transacted by it or any properties owned or
         leased by it requires such qualification and in which the failure so to
         qualify would have a material adverse effect on the business,
         properties, assets or condition (financial or otherwise) of Seller;

                  (ii) Seller is not required to obtain the consent of any other
         person or any consent, license, approval or authorization from, or
         registration or declaration with, any governmental authority, bureau or
         agency in connection with the execution, delivery, performance,
         validity or enforceability of this Agreement;

                  (iii) the execution, delivery and performance of this
         Agreement by Seller will not violate any provision of any existing law
         or regulation or any order decree of any court applicable to Seller or
         any provision of the charter or bylaws of Seller, or constitute a
         material breach of any mortgage, indenture, contract or other agreement
         to which Seller is a party or by which it may be bound;

                  (iv) (a) no proceeding of or before any court, tribunal or
         governmental body is currently pending or, (b) to the knowledge of
         Seller, threatened against Seller or any of

<PAGE>

         its properties or with respect to this Agreement or the Offered
         Certificates, in either case, which would have a material adverse
         effect on the business, properties, assets or condition (financial or
         otherwise) of Seller;

                  (v) Seller has full power and authority to make, execute,
         deliver and perform this Agreement and all of the transactions
         contemplated hereunder, and has taken all necessary corporate action to
         authorize the execution, delivery and performance of this Agreement.
         When executed and delivered, this Agreement will constitute the legal,
         valid and binding obligation of each of Seller enforceable in
         accordance with its terms, except as such enforcement may be limited by
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting the enforcement of creditors' rights generally, by the
         availability of equitable remedies, and by limitations of public policy
         under applicable securities law as to rights of indemnity and
         contribution thereunder; and

                  (vi) this Agreement has been duly executed and delivered by
         Seller.

                  3. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to Seller, will be mailed, delivered
or telegraphed and confirmed to GreenPoint Mortgage Funding, Inc., 100 Wood
Hollow Drive Novato, California 94945 Attention: ________________; if sent to
Morgan, will be mailed, delivered or telegraphed and confirmed to Morgan Stanley
Mortgage Capital Inc., 1633 Broadway, New York, New York 10019, Attention: Whole
Loans Operations Manager; if to the Depositor, will be mailed, delivered or
telegraphed and confirmed to [____________________]; or if to the
Underwriter[s], will be mailed, delivered or telegraphed and confirmed to
[_____________________].

                  4. Miscellaneous. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to the conflict of laws provisions thereof. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their successors and
assigns and the controlling persons referred to herein, and no other person
shall have any right or obligation hereunder. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought. This Agreement may be
executed in counterparts, each of which when so executed and delivered shall be
considered an original, and all such counterparts shall constitute one and the
same instrument. Capitalized terms used but not defined herein shall have the
meanings provided in the P&S.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers hereunto duly
authorized, this __th day of [_____________].

                                    [DEPOSITOR]

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    MORGAN STANLEY MORTGAGE CAPITAL INC.

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    GREENPOINT MORTGAGE FUNDING, INC.,

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


<PAGE>


                                    EXHIBIT 4

                         CUSTODIAL ACCOUNT CERTIFICATION

                                                             _________ __, 200__

                  [_____________________] hereby certifies that it has
established the account described below as a Custodial Account pursuant to
Subsection 11.04 of the Mortgage Loan Sale and Servicing Agreement, dated as of
September 1, 2003, Fixed and Adjustable Rate Mortgage Loans.

         Title of Account:    "GreenPoint Mortgage Funding, Inc., in trust for
                              Morgan Stanley Mortgage Capital Inc. as Purchaser
                              of Mortgage Loans and various Mortgagors."

         Account Number:
                              --------------------------
         Address of office or
         branch of [_____________________]
         at which the Custodial
         ccount is maintained:
                              --------------------------

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

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

                              GREENPOINT MORTGAGE FUNDING, INC.,

                              By:
                                  ----------------------------------------------
                                  Name:
                                  Title:



                                    EXH. 4-1
<PAGE>


                                    EXHIBIT 5

                       CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                             _________ __, 200__

To:

                  (the "Depository")

                  As Servicer under the Mortgage Loan Sale and Servicing
Agreement, dated as of September 1, 2003, we hereby authorize and request you to
establish an account, as a Custodial Account, to be designated as "GreenPoint
Mortgage Funding, Inc., in trust for Morgan Stanley Mortgage Capital Inc. as
Purchaser of Mortgage Loans and various Mortgagors." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Servicer. You
may refuse any deposit which would result in violation of the requirement that
the account be fully insured as described below. This letter is submitted to you
in duplicate. Please execute and return one original to us.

                                        GREENPOINT MORTGAGE FUNDING, INC.,

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                    EXH. 5-1
<PAGE>



                  The undersigned, as Depository, hereby certifies that the
above-described account has been established under Account Number
____________________ at the office of the Depository indicated above, and agrees
to honor withdrawals on such account as provided above. The account will be
insured to the maximum amount permitted under applicable law by the Federal
Deposit Insurance Corporation through the Bank Insurance Fund ("BIF") or the
Savings Association Insurance Fund ("SAIF").

                                    [___________________________],
                                         as Depository

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:
                                        Date:


                                    EXH. 5-2
<PAGE>


                                    EXHIBIT 6

                          ESCROW ACCOUNT CERTIFICATION

                                                             _________ __, 200__

                  [_____________________] hereby certifies that it has
established the account described below as an Escrow Account pursuant to
Subsection 11.06 of the Mortgage Loan Sale and Servicing Agreement, dated as of
September 1, 2003, Fixed and Adjustable Rate Mortgage Loans.

         Title of Account:  "GreenPoint Mortgage Funding, Inc., in trust for
                            Morgan Stanley Mortgage Capital Inc. as Purchaser of
                            Mortgage Loans and various Mortgagors."

         Account Number:
                            ------------------------
         Address of office or
         branch of [_____________________]
         at which the Escrow
         Account is maintained:
                                 ----------------------

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

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

                                         GREENPOINT MORTGAGE FUNDING, INC.,

                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                    EXH. 6-1
<PAGE>

                                    EXHIBIT 7

                         ESCROW ACCOUNT LETTER AGREEMENT

                                                             _________ __, 200__

To:

                  (the "Depository")

                  As Servicer under the Mortgage Loan Sale and Servicing
Agreement, dated as of September 1, 2003, we hereby authorize and request you to
establish an account, as an Escrow Account, to be designated as "GreenPoint
Mortgage Funding, Inc., in trust for Morgan Stanley Mortgage Capital Inc. as
Purchaser of Mortgage Loans and various Mortgagors." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Servicer. You
may refuse any deposit which would result in violation of the requirement that
the account be fully insured as described below. This letter is submitted to you
in duplicate. Please execute and return one original to us.

                                       GREENPOINT MORTGAGE FUNDING, INC.,

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                    EXH. 7-1

<PAGE>



                  The undersigned, as Depository, hereby certifies that the
above-described account has been established under Account Number
____________________ at the office of the Depository indicated above, and agrees
to honor withdrawals on such account as provided above. The account will be
insured to the maximum amount permitted under applicable law by the Federal
Deposit Insurance Corporation through the Bank Insurance Fund ("BIF") or the
Savings Association Insurance Fund ("SAIF").

                                      [____________________],
                                           as Depository

                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Date:


                                    EXH. 7-2
<PAGE>



                                    EXHIBIT 8

                             UNDERWRITING GUIDELINES

                               [SELLER TO PROVIDE]




                                    EXH. 8-1
<PAGE>


                                    EXHIBIT 9

                        FORM OF MONTHLY REMITTANCE REPORT

                               [SELLER TO PROVIDE]





                                    EXH. 9-1

<PAGE>


                                   EXHIBIT 10

                     FORM OF SELLER'S OFFICER'S CERTIFICATE

                  I, ____________________, hereby certify that I am the duly
elected [Vice] President of GreenPoint Mortgage Funding, Inc., a corporation
organized under the laws of the State of New York (the "Company") and further as
follows:

                  1. Attached hereto as Exhibit 1 is a true, correct and
         complete copy of the charter of the Company which is in full force and
         effect on the date hereof and which has been in effect without
         amendment, waiver, rescission or modification since ___________.

                  2. Attached hereto as Exhibit 2 is a true, correct and
         complete copy of the bylaws of the Company which are in effect on the
         date hereof and which have been in effect without amendment, waiver,
         rescission or modification since ___________.

                  3. Attached hereto as Exhibit 3 is an original certificate of
         good standing of the Company issued within ten days of the date hereof,
         and no event has occurred since the date thereof which would impair
         such standing.

                  4. Attached hereto as Exhibit 4 is a true, correct and
         complete copy of the corporate resolutions of the Board of Directors of
         the Company authorizing the Company to execute and deliver each of the
         Mortgage Loan Sale and Servicing Agreement, dated as of September 1,
         2003, by and between Morgan Stanley Mortgage Capital Inc. (the
         "Purchaser") and the Company (the "Sale and Servicing Agreement") and
         the Custodial Agreement, dated as of September 1, 2003, by and among
         the Company, the Purchaser and ______________[CUSTODIAN] (the
         "Custodial Agreement") [and to endorse the Mortgage Notes and execute
         the Assignments of Mortgages by original [or facsimile] signature], and
         such resolutions are in effect on the date hereof and have been in
         effect without amendment, waiver, rescission or modification since
         ____________.

                  5. Either (i) no consent, approval, authorization or order of
         any court or governmental agency or body is required for the execution,
         delivery and performance by the Company of or compliance by the Company
         with the Sale and Servicing Agreement, the Custodial Agreement, the
         sale of the mortgage loans or the consummation of the transactions
         contemplated by the agreements; or (ii) any required consent, approval,
         authorization or order has been obtained by the Company.

                  6. Neither the consummation of the transactions contemplated
         by, nor the fulfillment of the terms of the Sale and Servicing
         Agreement and the Custodial Agreement conflicts or will conflict with
         or results or will result in a breach of or constitutes or will
         constitute a default under the charter or by-laws of the Company, the
         terms of any indenture or other agreement or instrument to which the
         Company is a party or by which it is bound or to which it is subject,
         or any statute or order, rule, regulations, writ, injunction or decree
         of any court, governmental authority or regulatory body to which the
         Company is subject or by which it is bound.


                                    EXH. 10-1

<PAGE>

                  7. To the best of my knowledge, there is no action, suit,
         proceeding or investigation pending or threatened against the Company
         which, in my judgment, either in any one instance or in the aggregate,
         may result in any material adverse change in the business, operations,
         financial condition, properties or assets of the Company or in any
         material impairment of the right or ability of the Company to carry on
         its business substantially as now conducted or in any material
         liability on the part of the Company or which would draw into question
         the validity of the Sale and Servicing Agreement and the Custodial
         Agreement, or the mortgage loans or of any action taken or to be taken
         in connection with the transactions contemplated hereby, or which would
         be likely to impair materially the ability of the Company to perform
         under the terms of the Sale and Servicing Agreement and the Custodial
         Agreement.

                  8. Each person listed on Exhibit 5 attached hereto who, as an
         officer or representative of the Company, signed (a) the Sale and
         Servicing Agreement, (b) the Custodial Agreement and (c) any other
         document delivered or on the date hereof in connection with any
         purchase described in the agreements set forth above was, at the
         respective times of such signing and delivery, and is now, a duly
         elected or appointed, qualified and acting officer or representative of
         the Company, who holds the office set forth opposite his or her name on
         Exhibit 5, and the signatures of such persons appearing on such
         documents are their genuine signatures.

                  9. The Company is duly authorized to engage in the
         transactions described and contemplated in the Sale and Servicing
         Agreement and the Custodial Agreement.


                                    EXH. 10-2
<PAGE>



                  IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of the Company.

Dated:
         ----------------------

By:
         ----------------------
Name:
         ----------------------
[Seal]                              Title:   [Vice] President

                  I, ________________________, an [Assistant] Secretary of
GreenPoint Mortgage Funding, Inc., hereby certify that ____________ is the duly
elected, qualified and acting [Vice] President of the Company and that the
signature appearing above is [her] [his] genuine signature.

                  IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:
         ----------------------

By:
         ----------------------
Name:
         ----------------------
Title:
         ----------------------
         [Assistant] Secretary


                                    EXH. 10-3
<PAGE>

                                  EXHIBIT 5 to
                         Company's Officer's Certificate


<Table>
<Caption>
                NAME                                TITLE                            SIGNATURE
                ----                                -----                            ---------
<S>                                                 <C>                              <C>










</Table>



                                    EXH. 10-4

<PAGE>

                                   EXHIBIT 11

                      FORM OF OPINION OF COUNSEL TO SELLER


                                     (date)

Morgan Stanley Mortgage Capital Inc.
1633 Broadway
New York, New York 10019

Dear Sirs:

                  You have requested [our] [my] opinion, as [Assistant] General
Counsel to GreenPoint Mortgage Funding, Inc., (the "Company"), with respect to
certain matters in connection with the sale by the Company of the Mortgage Loans
pursuant to that certain Mortgage Loan Sale and Servicing Agreement, by and
between the Company and Morgan Stanley Mortgage Capital Inc. (the "Purchaser"),
dated as of September 1, 2003 (the "Sale and Servicing Agreement") which sale is
in the form of whole loans, delivered pursuant to a Custodial Agreement dated as
of September 1, 2003 among the Purchaser, the Company, and
______________________[CUSTODIAN] (the "Custodial Agreement" and, collectively
with the Sale and Servicing Agreement, the "Agreements"). Capitalized terms not
otherwise defined herein have the meanings set forth in the Sale and Servicing
Agreement.

                  [We] [I] have examined the following documents:

                  1. the Sale and Servicing Agreement;

                  2. the Custodial Agreement;

                  3. the form of Assignment of Mortgage;

                  4. the form of endorsement of the Mortgage Notes; and

                  5. such other documents, records and papers as we have deemed
necessary and relevant as a basis for this opinion.

                  To the extent [we] [I] have deemed necessary and proper, [we]
[I] have relied upon the representations and warranties of the Company contained
in the Sale and Servicing Agreement. [We] [I] have assumed the authenticity of
all documents submitted to [us] [me] as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to the
originals of all documents.

                  Based upon the foregoing, it is [our] [my] opinion that:


                                    EXH. 11-1
<PAGE>

                  1. The Company is a [type of entity] duly organized, validly
existing and in good standing under the laws of the [United States] and is
qualified to transact business in, and is in good standing under, the laws of
[the state of incorporation/formation].

                  2. The Seller has the power to engage in the transactions
contemplated by the Agreements and all requisite power, authority and legal
right to execute and deliver the Agreements and to perform and observe the terms
and conditions of the Agreements.

                  3. Each of the Agreements has been duly authorized, executed
and delivered by the Company, and is a legal, valid and binding agreement
enforceable in accordance with its respective terms against the Company, subject
to bankruptcy laws and other similar laws of general application affecting
rights of creditors and subject to the application of the rules of equity,
including those respecting the availability of specific performance, none of
which will materially interfere with the realization of the benefits provided
thereunder or with the Purchaser's ownership of the Mortgage Loans.

                  4. The Seller has been duly authorized to allow any of its
officers to execute any and all documents by original signature in order to
complete the transactions contemplated by the Agreements.

                  5. [[The Company has been duly authorized to allow any of its
officers to execute by original [or facsimile] signature the endorsements to the
Mortgage Notes and the Assignments of Mortgages, and the original [or facsimile]
signature of the officer at the Company executing the endorsements to the
Mortgage Notes and the Assignments of Mortgages represents the legal and valid
signature of said officer of the Company]].

                  6. Either (i) no consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Company of or compliance by the Company with the
Agreements and the sale of the Mortgage Loans by the Company or the consummation
of the transactions contemplated by the Agreements or (ii) any required consent,
approval, authorization or order has been obtained by the Company.

                  7. Neither the consummation of the transactions contemplated
by, nor the fulfillment of the terms of, the Agreements conflicts or will
conflict with or results or will result in a breach of or constitutes or will
constitute a default under the charter or by-laws of the Company, the terms of
any indenture or other agreement or instrument to which the Company is a party
or by which it is bound or to which it is subject, or violates any statute or
order, rule, regulations, writ, injunction or decree of any court, governmental
authority or regulatory body to which the Company is subject or by which it is
bound.

                  8. There is no action, suit, proceeding or investigation
pending or, to the best of [our] [my] knowledge, threatened against the Company
which, in [our] [my] judgment, either in any one instance or in the aggregate,
may result in any material adverse change in the business, operations, financial
condition, properties or assets of the Company or in any material impairment of
the right or ability of the Company to carry on its business substantially as
now conducted or in any material liability on the part of the Company or which
would draw into


                                    EXH. 11-2
<PAGE>

question the validity of the Agreements or the Mortgage Loans or of any action
taken or to be taken in connection with the transactions contemplated thereby,
or which would be likely to impair materially the ability of the Company to
perform under the terms of the Agreements.

                  9. The sale of each Mortgage Note and Mortgage as and in the
manner contemplated by the Sale and Servicing Agreement, the Purchase Price and
Terms Letter and the Custodial Agreement is sufficient to fully transfer to the
Purchaser all right, title and interest of the Company thereto as noteholder and
mortgagee.

                  10. The Mortgages have been duly assigned and the Mortgage
Notes have been duly endorsed as provided in the Custodial Agreement. The
Assignments of Mortgage are in recordable form, except for the insertion of the
name of the assignee, and upon the name of the assignee being inserted, are
acceptable for recording under the laws of the state where each related
Mortgaged Property is located. The endorsement of the Mortgage Notes, the
delivery to the Purchaser, or its designee, of the Assignments of Mortgage, and
the delivery of the original endorsed Mortgage Notes to the Purchaser, or its
designee, are sufficient to permit the Purchaser to avail itself of all
protection available under applicable law against the claims of any present or
future creditors of the Company, and are sufficient to prevent any other sale,
transfer, assignment, pledge or hypothecation of the Mortgages and the Mortgage
Notes by the Company from being enforceable.

                  This opinion is given to you for your sole benefit, and no
other person or entity is entitled to rely hereon except that the purchaser or
purchasers to which you initially and directly resell the Mortgage Loans may
rely on this opinion as if it were addressed to them as of its date.

                  Very truly yours,



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

                  -------------------------------
                  [Name]

                  -------------------------------
                  [Assistant] General Counsel


                                    EXH. 11-3
<PAGE>



                                   EXHIBIT 12

                     FORM OF SECURITY RELEASE CERTIFICATION



                                                      ___________________, _____

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

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

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

Attention:
                  ---------------------------

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

                  Re: Notice of Sale and Release of Collateral

Dear Sirs:

                  This letter serves as notice that Countrywide Home Loans, Inc.
a corporation organized pursuant to the laws of the state of [___________] (the
"Company") has committed to sell to Morgan Stanley Mortgage Capital Inc. under a
Mortgage Loan Sale and Servicing Agreement, dated as of December 1, 2003,
certain mortgage loans originated by the Company. The Company warrants that the
mortgage loans to be sold to Morgan Stanley Mortgage Capital Inc. are in
addition to and beyond any collateral required to secure advances made by you to
the Company.

                  The Company acknowledges that the mortgage loans to be sold to
Morgan Stanley Mortgage Capital Inc. shall not be used as additional or
substitute collateral for advances made by [____________]. Morgan Stanley
Mortgage Capital Inc. understands that the balance of the Company's mortgage
loan portfolio may be used as collateral or additional collateral for advances
made by [___________], and confirms that it has no interest therein.


                                    EXH. 12-1
<PAGE>



                  Execution of this letter by [___________] shall constitute a
full and complete release of any security interest, claim, or lien which
[___________] may have against the mortgage loans to be sold to Morgan Stanley
Mortgage Capital Inc.

                                    Very truly yours,


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

                                    By:
                                        ----------------------------------------
                                    Name:
                                          --------------------------------------
                                    Title:
                                           -------------------------------------
                                    Date:
                                          --------------------------------------

Acknowledged and approved:

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


By:
    ----------------------------------------
Name:
      --------------------------------------
Title:
       -------------------------------------
Date:
      --------------------------------------


                                    EXH. 12-2
<PAGE>


                                   EXHIBIT 13

                     FORM OF SECURITY RELEASE CERTIFICATION

                         I. Release of Security Interest

                  The financial institution named below hereby relinquishes any
and all right, title and interest it may have in all Mortgage Loans to be
purchased by Morgan Stanley Mortgage Capital Inc. from the Company named below
pursuant to that certain Mortgage Loan Sale and Servicing Agreement, dated as of
December 1, 2003 and certifies that all notes, mortgages, assignments and other
documents in its possession relating to such Mortgage Loans have been delivered
and released to the Company named below or its designees, as of the date and
time of the sale of such Mortgage Loans to Morgan Stanley Mortgage Capital Inc.

Name and Address of Financial Institution

         --------------------------------
                  (Name)

         --------------------------------
                  (Address)

         By:
             ----------------------------


                                    EXH. 13-1
<PAGE>


                          II. Certification of Release

                  The Company named below hereby certifies to Morgan Stanley
Mortgage Capital Inc. that, as of the date and time of the sale of the
above-mentioned Mortgage Loans to Morgan Stanley Mortgage Capital Inc. the
security interests in the Mortgage Loans released by the above-named financial
institution comprise all security interests relating to or affecting any and all
such Mortgage Loans. The Company warrants that, as of such time, there are and
will be no other security interests affecting any or all of such Mortgage Loans.


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

By:
    ----------------------------------------
Name:
      --------------------------------------
Title:
       -------------------------------------


                                    EXH. 13-2
<PAGE>


                                   EXHIBIT 14

                        FORM OF ASSIGNMENT AND CONVEYANCE

                  On this ___ day of __________, ____, GreenPoint Mortgage
Funding, Inc. ("Seller"), as (i) the Seller and Servicer under that certain
Purchase Price and Terms Letter, dated as of ___________, _____ (the "PPTL"),
(ii) the Seller and Servicer under that certain Mortgage Loan Sale and Servicing
Agreement, dated as of September 1, 2003 (the "Sale and Servicing Agreement")
and, together with the PPTL, the "Agreements") does hereby sell, transfer,
assign, set over and convey to Morgan Stanley Mortgage Capital Inc.
("Purchaser") as the Purchaser under the Agreements, without recourse, but
subject to the terms of the Agreements, all right, title and interest of, in and
to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as
Exhibit A (the "Mortgage Loans"), together with the Mortgage Files and all
rights and obligations arising under the documents contained therein. Each
Mortgage Loan subject to the Agreements was underwritten in accordance with, and
conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant
to Section 6 of the Sale and Servicing Agreement, the Seller has delivered to
the Custodian the documents for each Mortgage Loan to be purchased as set forth
in the Custodial Agreement. The contents of each Servicing File required to be
retained by the Servicer to service the Mortgage Loans pursuant to the Sale and
Servicing Agreement and thus not delivered to the Purchaser are and shall be
held in trust by the Seller in its capacity as Servicer for the benefit of the
Purchaser as the owner thereof. The Servicer's possession of any portion of the
Servicing File is at the will of the Purchaser for the sole purpose of
facilitating servicing of the related Mortgage Loan pursuant to the Sale and
Servicing Agreement, and such retention and possession by the Servicer shall be
in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and
the contents of the Mortgage File and Servicing File is vested in the Purchaser
and the ownership of all records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Seller or the
Servicer shall immediately vest in the Purchaser and shall be retained and
maintained, in trust, by the Servicer at the will of the Purchaser in such
custodial capacity only.

                  The Mortgage Loan Package characteristics of the Mortgage
Loans subject hereto are set forth on Exhibit B hereto.

                  In accordance with Section 6 of the Sale and Servicing
Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached
hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or
remedies it may have under the Agreements.

                  Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Sale and Servicing Agreement.

                            [Signature Page Follows]


                                    EXH. 14-1
<PAGE>



                                         GREENPOINT MORTGAGE FUNDING, INC.,

                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:

Accepted and Agreed:

MORGAN STANLEY MORTGAGE CAPITAL INC.


By:
    -----------------------------
    Name:
    Title:


                                    EXH. 14-2
<PAGE>



                                    EXHIBIT A
                     TO ASSIGNMENT AND CONVEYANCE AGREEMENT

                               The Mortgage Loans


                                    EXH. 14-3
<PAGE>



                                    EXHIBIT B
                     TO ASSIGNMENT AND CONVEYANCE AGREEMENT

             REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL
                 CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE

                  Pool Characteristics of the Mortgage Loan Package as delivered
on the related Closing Date:

                  No Mortgage Loan has: (1) an outstanding principal balance
less than $_________; (2) an origination date earlier than _ months prior to the
related Cut-off Date; (3) an LTV of greater than _____%; (4) a FICO Score of
less than ___; or (5) a debt-to-income ratio of more than __%. Each Mortgage
Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding
principal balance less than $_________. Each Adjustable Rate Mortgage Loan has
an Index of [_______].


                                    EXH. 14-4
<PAGE>


                                    EXHIBIT C
                     TO ASSIGNMENT AND CONVEYANCE AGREEMENT

                             UNDERWRITING GUIDELINES



                                    EXH. 14-5
<PAGE>


                                   EXHIBIT 15

                  FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________
__, 20__] ("Agreement"), among Morgan Stanley Mortgage Capital Inc.
("Assignor"), [____________________] ("Assignee") and [SELLER] (the "Company"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

Assignment and Conveyance

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee all of the right, title and interest of the Assignor, as
purchaser, in, to and under (a) those certain Mortgage Loans listed on the
schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the
"Mortgage Loans") and (b) except as described below, that certain Mortgage Loan
Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of
September 1, 2003 between the Assignor, as purchaser (the "Purchaser"), and the
Company, as seller, solely insofar as the Sale and Servicing Agreement relates
to the Mortgage Loans.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to (a) Subsection 7.05 of the Sale
and Servicing Agreement or (b) any mortgage loans subject to the Sale and
Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage
Loan Schedule and are not the subject of this Agreement.

Recognition of the Company

                  2. From and after the date hereof (the "Securitization Closing
Date"), the Company shall and does hereby recognize that the Assignee will
transfer the Mortgage Loans and assign its rights under the Sale and Servicing
Agreement (solely to the extent set forth herein) and this Agreement to
[__________________] (the "Trust") created pursuant to a Pooling and Servicing
Agreement, dated as of [__________, 2003] (the "Pooling Agreement"), among the
Assignee, the Assignor, [___________________], as trustee (including its
successors in interest and any successor trustees under the Pooling Agreement,
the "Trustee"), [____________________], as servicer (including its successors in
interest and any successor servicer under the Pooling Agreement, the
"Servicer"). The Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations of the
Assignor insofar as they relate to the Mortgage Loans, (iii) the Trust
(including the Trustee and the Servicer acting on the Trust's behalf) shall have
all the rights and remedies available to the Assignor, insofar as they relate to
the Mortgage Loans, under the Sale and Servicing Agreement, including, without
limitation, the enforcement of the document delivery requirements set forth in
Section 6 of the Sale and Servicing Agreement, and shall be entitled to enforce
all of the obligations of the Company thereunder insofar as they relate to the
Mortgage Loans, and (iv) all


                                    EXH. 15-1
<PAGE>

references to the Purchaser, the Custodian or the Bailee under the Sale and
Servicing Agreement insofar as they relate to the Mortgage Loans, shall be
deemed to refer to the Trust (including the Trustee and the Servicer acting on
the Trust's behalf). Neither the Company nor the Assignor shall amend or agree
to amend, modify, waiver, or otherwise alter any of the terms or provisions of
the Sale and Servicing Agreement which amendment, modification, waiver or other
alteration would in any way affect the Mortgage Loans or the Company's
performance under the Sale and Servicing Agreement with respect to the Mortgage
Loans without the prior written consent of the Trustee.

Representations and Warranties of the Company

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

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

                  (b) The Company has full power and authority to execute,
         deliver and perform its obligations under this Agreement and has full
         power and authority to perform its obligations under the Sale and
         Servicing Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                  (c) No consent, approval, order or authorization of, or
         declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement;
         and

                  (d) There is no action, suit, proceeding or investigation
         pending or threatened against the Company, before any court,
         administrative agency or other tribunal, which would draw into question
         the validity of this Agreement or the Sale and Servicing Agreement, or
         which, either in any one instance or in the aggregate, would result in
         any material adverse change in the ability of the Company to perform
         its obligations under this Agreement or the Sale and Servicing
         Agreement, and the Company is solvent.


                                    EXH. 15-2
<PAGE>

                  4. Pursuant to Section 15 of the Sale and Servicing Agreement,
the Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Section 7.01 and Section 7.02 of the Sale and Servicing Agreement are true and
correct as of the date hereof as if such representations and warranties were
made on the date hereof unless otherwise specifically stated in such
representations and warranties.

Remedies for Breach of Representations and Warranties

                  5. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Sale and
Servicing Agreement as if they were set forth herein (including without
limitation the repurchase and indemnity obligations set forth therein).

Miscellaneous

                  6. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  7. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  8. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Servicer acting on the Trust's behalf). Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.

                  9. Each of this Agreement and the Sale and Servicing Agreement
shall survive the conveyance of the Mortgage Loans and the assignment of the
Sale and Servicing Agreement (to the extent assigned hereunder) by Assignor to
Assignee and by Assignee to the Trust and nothing contained herein shall
supersede or amend the terms of the Sale and Servicing Agreement.

                  10. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  11. In the event that any provision of this Agreement
conflicts with any provision of the Sale and Servicing Agreement with respect to
the Mortgage Loans, the terms of this Agreement shall control.


                                    EXH. 15-3
<PAGE>

                  12. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Sale and Servicing Agreement.

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.

                                        GREENPOINT MORTGAGE FUNDING, INC.,

                                        By:
                                            Name:
                                                  ------------------------------
                                            Its:
                                                 -------------------------------

                                        MORGAN STANLEY MORTGAGE CAPITAL INC.

                                        By:
                                            Name:
                                                  ------------------------------
                                            Its:
                                                 -------------------------------


                                    EXH. 15-4
<PAGE>


                                   EXHIBIT 16

                              ANNUAL CERTIFICATION

Re:  [_______________] (the "Trust"), Mortgage Pass-Through Certificates, Series
     [_____], issued pursuant to the Pooling and Servicing Agreement, dated as
     of [_____], 200_ (the "Pooling and Servicing Agreement"), among [_____], as
     depositor (the "Depositor"), [_____], as trustee (the "Trustee"), [_____],
     as servicer (the "Servicer"), and [_____], as responsible party

                  I, [identify the certifying individual], certify to the
Depositor and the Trustee, and their officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:

                           1. The servicing information required to be provided
                  to the Trustee by the Servicer under the Pooling and Servicing
                  Agreement has been so provided;

                           2. I am responsible for reviewing the activities
                  performed by the Servicer under the Pooling and Servicing
                  Agreement and based upon my knowledge and the annual
                  compliance review required under the Pooling and Servicing
                  Agreement, and except as disclosed in the annual compliance
                  statement required to be delivered to the Trustee in
                  accordance with the terms of the Pooling and Servicing
                  Agreement (which has been so delivered to the Trustee), the
                  Servicer has fulfilled its obligations under the Pooling and
                  Servicing Agreement; and

                           3. All significant deficiencies relating to the
                  Servicer's compliance with the minimum servicing standards for
                  purposes of the report provided by an independent public
                  accountant, after conducting a review conducted in compliance
                  with the Uniform Single Attestation Program for Mortgage
                  Bankers or similar procedure, as set forth in the Pooling and
                  Servicing Agreement, have been disclosed to such accountant
                  and are included in such report.

                                     Date:
                                           -------------------------------------

                                     -------------------------------------------
                                     [Signature]
                                     [Title]


                                    EXH. 16-1