FY2003 10K Exhibit 10.67





                         Exhibit 10.67 


MASTER REPURCHASE AGREEMENT

Between:

MERRILL LYNCH MORTGAGE CAPITAL INC., as Buyer

and

E-LOAN, INC., as Seller

Dated as of February 6, 2004


TABLE OF CONTENTS



	

 

   Section 1.

  Section 2. 

  Section 3.  

  Section 4. 

  Section 5. 

  Section 6.  

  Section 7.  

  Section 8.  

  Section 9.  

  Section 10. 

  Section 11. 

  Section 12.  

  Section 13.  

  Section 14.  

  Section 15.  

  Section 16. 

  Section 17. 

  Section 18. 

  Section 19. 

  Section 20. 

  Section 21. 

  Section 22.  

  Section 23. 

  Section 24.

  Section 25. 

  Section 26. 

  Section 27. 

  Section 28. 

  Section 29. 

  Section 30. 

  Section 31. 

  Section 32. 

  Section 33. 

  Section 34.

	

 

    APPLICABILITY    

 DEFINITIONS  

 INITIATION; TERMINATION  

 MARGIN AMOUNT MAINTENANCE 

 INCOME PAYMENTS 

REQUIREMENTS OF LAW 

TAXES.  

SECURITY INTEREST  

PAYMENT, TRANSFER AND CUSTODY 

 HYPOTHECATION OR PLEDGE OF PURCHASED Mortgage Loan  

 REPRESENTATIONS  

COVENANTS  

EVENTS OF DEFAULT  

REMEDIES 

INDEMNIFICATION AND EXPENSES; RECOURSE  

 Servicing  

 SINGLE AGREEMENT 

 Set-off  

 NOTICES AND OTHER COMMUNICATIONS 

 ENTIRE AGREEMENT; SEVERABILITY 

 NON-ASSIGNABILITY  

TERMINABILITY  

 GOVERNING LAW 

  Submission To Jurisdiction; Waivers 

 NO WAIVERS, ETC.

 NETTING 

 DUE DILIGENCE 

 BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT 

 MISCELLANEOUS 

 CONFIDENTIALITY 

 Intent 

 Disclosure Relating to Certain Federal Protections 

 CONFLICTS 

 AUTHORIZATIONS

	

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EXHIBITS
SCHEDULE 1Representations and Warranties Re:  Mortgage
Loans

SCHEDULE 2Existing Indebtedness*

EXHIBIT IForm of Confirmation Letter*

EXHIBIT IIForm of Opinion Letter*

EXHIBIT III[Intentionally Omitted]

EXHIBIT IVForm of Account Agreement*

EXHIBIT VMortgage Loan Schedule Fields*

EXHIBIT VIMortgage File Documents*

EXHIBIT VIIUnderwriting Guidelines*

EXHIBIT VIIISeller's Officer's Certificate*

EXHIBIT IXForm of Servicer Notice*

EXHIBIT XAuthorized Representatives*

EXHIBIT XIResponsible Officers*


 







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















MASTER REPURCHASE AGREEMENT

This is a MASTER REPURCHASE AGREEMENT, dated as of
February 6, 2004, between E-LOAN, INC., a  Delaware corporation (the
"Seller") and MERRILL LYNCH MORTGAGE CAPITAL INC., a New York
corporation (the "Buyer").


Section 1.   
    APPLICABILITY

From time to time the parties hereto shall enter into
transactions in which the respective Seller agrees to transfer to Buyer Mortgage
Loans against the transfer of funds by Buyer, with a simultaneous agreement by
Buyer to transfer to the Seller such Mortgage Loans at a date certain not later
than the date 364 days after the related Purchase Date, against the transfer of
funds by the Seller. Each such transaction shall be referred to herein as a
"Transaction" and shall be governed by this Repurchase
Agreement, unless otherwise agreed in writing. This Repurchase Agreement is not
a commitment by Buyer to enter into Transactions with Seller but rather sets
forth the procedures to be used in connection with periodic requests for Buyer
to enter into Transactions with Seller.  The parties hereby acknowledges that
Buyer and Seller are under no obligation to agree to enter into, or to enter
into, any Transaction pursuant to this Repurchase Agreement.


Section 2.   
       DEFINITIONS



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


"Accepted Servicing Practices" shall mean,
with respect to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located.

"Account Agreement" shall mean a letter
agreement between the Seller, the Buyer, and a depository institution acceptable
to Buyer in its sole discretion substantially in the form of
Exhibit IV attached hereto.

"Additional Purchased Mortgage Loans" shall
mean Mortgage Loans or cash provided by the Seller to Buyer or its designee
pursuant to Section 4 of this Repurchase Agreement.

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

"Aged Loan" shall mean a Mortgage Loan which
as been held by the Custodian for the benefit of the Buyer for a period of
greater than 60 days but no greater than 90 days.

"Agency" shall mean Freddie Mac, Fannie Mae
or Ginnie Mae as applicable.

"Agency Takeout Commitment" shall mean a
commitment by an Agency to purchase the Mortgage Loan under any of its cash
purchase programs.

 "Appraised Value" shall mean the value set
forth in an appraisal made in connection with the origination of the related
Mortgage Loan as the value of the Mortgaged Property.

 "Asset Value" shall mean with respect to
each Eligible Mortgage Loan, the applicable Purchase Price Percentage for the
related Purchased Mortgage Loan multiplied by the lesser of (a) the Market
Value of such Mortgage Loan and (b) the outstanding principal balance of
such Mortgage Loan.

"Authorized Representative" shall mean, for
the purposes of this Repurchase Agreement only, an agent or Responsible Officer
of the Seller listed on Exhibit X hereto, as such Exhibit X may be
amended from time to time .

"Bailee Letter" shall have the meaning
assigned to such term in the Custodial Agreement.

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

"Business Day" shall mean a day other than
(i) a Saturday or Sunday, (ii) any  day on which banking institutions
are authorized or required by law, executive order or governmental decree to be
closed in the State of New York or (iii) any day on which the New York
Stock Exchange is closed. 

"Buyer" shall mean Merrill Lynch Mortgage
Capital Inc., its successors in interest and assigns.

"Buyer Takeout Mortgage Loan"  shall mean a
Mortgage Loan subject to a Takeout Commitment where the Buyer or its Affiliate
is the Takeout Investor.

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

"Cash Equivalents" shall mean
(a) securities with maturities of 90 days or less from the date of
acquisition issued or fully guaranteed or insured by the United States
Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of 90 days or less from the date of
acquisition and overnight bank deposits of Buyer or of any commercial bank
having capital and surplus in excess of $500,000,000, (c) repurchase
obligations of Buyer or of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than seven
days with respect to securities issued or fully guaranteed or insured by the
United States Government, (d) commercial paper of a domestic issuer rated
at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent
thereof by Moody's and in either case maturing within 90 days after the day of
acquisition, (e) securities with maturities of 90 days or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing authority
of any such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's, (f) securities with maturities of 90 days or
less from the date of acquisition backed by standby letters of credit issued by
Buyer or any commercial bank satisfying the requirements of
clause (b) of this definition or (g) shares of money market
mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.

"Change in Control" shall mean (A) the
acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of outstanding
share of voting stock of the Seller at any time if after giving effect to such
acquisition (i) such Person or Persons owns twenty percent (20%) or more of such
outstanding voting stock or (ii) the existing shareholders of the Seller do not
own more than fifty (50%) of such outstanding shares of voting stock; or

(B)the sale, transfer, or other disposition of all or
substantially all of a Seller's assets (excluding any such action taken in
connection with any securitization transaction).

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

"Collection Account" shall mean the account
established by a financial institution acceptable to Buyer subject to an Account
Agreement, into which all Income shall be deposited.

"Combined Loan-to-Value Ratio" or
"CLTV" shall mean, with respect to any Second Lien Mortgage
Loan, the sum of the original principal balance of such Mortgage Loan and the
outstanding principal balance of any related first lien as of the date of
origination of the Mortgage Loan, divided by the Appraised Value of the
Mortgaged Property as of the origination date.

"Committed Mortgage Loan" shall mean a
Mortgage Loan which is the subject of a Takeout Commitment with a Takeout
Investor.

"Confirmation" shall mean a Confirmation
Letter in the form of Exhibit I hereto.

"Conforming Mortgage Loan" shall mean a
first lien Mortgage Loan that conforms to the requirements of an Agency for cash
purchase and if not subject to a Takeout Commitment, is otherwise subject to an
Interest Rate Protection Agreement.

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

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

"Custodial Agreement" shall mean that
certain Custodial Agreement dated as of the date hereof, among Seller,  Buyer
and Custodian as the same may be amended from time to time.

"Custodian" shall mean Deutsche Bank
National Trust Company, or any successor thereto under the Custodial
Agreement.

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

"Delinquent Mortgage Loan" shall mean any
Mortgage Loan as to which any Monthly Payment, or part thereof, remains unpaid
for 30 days or more from the original Due Date for such Monthly
Payment.


"Disbursement Account" shall mean the
account established by the Disbursement Agent subject to the Disbursement
Agreement, into which the Purchase Price for the Purchased Mortgage Loans that
are Wet-Ink Mortgage Loans shall be deposited.

"Disbursement Agent" shall mean Deutsche
Bank National Trust Company, its successor or assigns.

"Disbursement Agreement" shall mean that
certain Disbursement Agreement by and between the Disbursement Agent and the
Buyer, dated as of the date hereof, setting forth the terms pursuant to which
the Disbursement Agent shall disburse funds related to Wet-Ink Mortgage
Loans.


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

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

"Due Diligence Review" shall mean the
performance by Buyer of any or all of the reviews permitted under
Section 27 hereof with respect to any or all of the Mortgage Loans, as
desired by the Buyer from time to time.

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

"Electronic Tracking Agreement" shall mean
an Electronic Tracking Agreement among Buyer, Seller, MERS and MERSCORP, Inc.,
to the extent applicable.

"Eligible Mortgage Loan" shall mean a
Purchased Mortgage Loan which (i) complies with the representations and
warranties set forth on Schedule 1 to this Repurchase Agreement and
(ii) is a Conforming Mortgage Loan, a Jumbo Mortgage Loan, a HELOC or a
Sub-Prime Mortgage Loan. 

"ERISA" shall, with respect to any Person,
mean the Employee Retirement Income Security Act of 1974, as amended from time
to time and any successor thereto, and the regulations promulgated and rulings
issued thereunder.

"ERISA Affiliate" shall, with respect to any
Person, mean any Person which is a member of any group of organizations
(i) described in Section 414(b) or (c) of the Code of
which such Person is a member, or (ii) solely for purposes of potential
liability under Section 302(c)(11) of ERISA and
Section 412(c)(11) of the Code and the lien created under
Section 302(f) of ERISA and Section 412(n) of the Code, described
in Section 414(m) or (o) of the Code of which such Person is a
member.

"Escrow Payments" shall mean, 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.

"Estimated Purchase Price" shall have the
meaning specified in Section 3(b)(vii) hereof.

"Event of Default" shall have the meaning
specified in Section 13.01 hereof.

"Event of Insolvency" shall mean, for any
Person:





	that such Person or any Affiliate shall discontinue or
abandon operation of its business; or


	 that such Person or any Affiliate shall fail
generally to, or admit in writing its inability to, pay its debts as they become
due; or


	a proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
such Person or any Affiliate in an involuntary case under any applicable
bankruptcy, insolvency, liquidation, reorganization or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
trustee, custodian, sequestrator, conservator or other similar official of such
Person or any Affiliate, or for any substantial part of its property, or for the
winding-up or liquidation of its affairs; or


	 the commencement by such Person or any Affiliate of
a voluntary case under any applicable bankruptcy, insolvency or other similar
Law now or hereafter in effect, or such Person's or any Affiliate's consent to
the entry of an order for relief in an involuntary case under any such Law, or
consent to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator, conservator or other similar
official of such Person, or for any substantial part of its property, or any
general assignment for the benefit of creditors; or


	that such Person or any Affiliate shall become insolvent;
or


	if such Person or any Affiliate is a corporation, such
Person or any Affiliate, or any of their Subsidiaries, shall take any corporate
action in furtherance of, or the action of which would result in any of the
actions set forth in the preceding clause (a), (b), (c), (d) or
(e).

"Event of Termination" shall, with respect
to the Seller, mean (i) with respect to any Plan, a reportable event, as
defined in Section 4043 of ERISA, as to which the PBGC has not by regulation
waived the requirement of Section 4043(a) of ERISA that it be notified within 30
days of the occurrence of such event, or (ii) the withdrawal of the Seller
or any ERISA Affiliate thereof from a Plan during a plan year in which it is a
substantial employer, as defined in Section 4001(a)(2) of ERISA, or
(iii) the failure by the Seller or any ERISA Affiliate thereof to meet the
minimum funding standard of Section 412 of the Code or Section 302 of ERISA with
respect to any Plan, including, without limitation, the failure to make on or
before its due date a required installment under Section 412(m) of the Code or
Section 302(e) of ERISA, or (iv) the distribution under Section 4041 of
ERISA of a notice of intent to terminate any Plan or any action taken by the
Seller or any ERISA Affiliate thereof to terminate any Plan, or (v) the
adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the
Code or Section 307 of ERISA, would result in the loss of tax-exempt status of
the trust of which such Plan is a part if the Seller or any ERISA Affiliate
thereof fails to timely provide security to the Plan in accordance with the
provisions of said Sections, or (vi) the institution by the PBGC of
proceedings under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or (vii) the receipt by
the Seller or any ERISA Affiliate thereof of a notice from a Multiemployer Plan
that action of the type described in the previous clause (vi) has been
taken by the PBGC with respect to such Multiemployer Plan, or (viii) any
event or circumstance exists which may reasonably be expected to constitute
grounds for the Seller or any ERISA Affiliate thereof to incur liability under
Title IV of ERISA or under Sections 412(c)(11) or 412(n) of the Code with
respect to any Plan.

"Expenses" shall mean all present and future
expenses incurred by or on behalf of the Buyer in connection with this
Repurchase Agreement or any of the other Repurchase Documents and any amendment,
supplement or other modification or waiver related hereto or thereto, whether
incurred heretofore or hereafter, which expenses shall include the cost of
title, lien, judgment and other record searches; attorneys' fees; and costs of
preparing and recording any UCC financing statements or other filings necessary
to perfect the security interest created hereby.

"Fannie Mae"  shall mean Fannie Mae, or any
successor thereto.

"Fidelity Insurance" shall mean insurance
coverage with respect to employee errors, omissions, dishonesty, forgery, theft,
disappearance and destruction, robbery and safe burglary, property (other than
money and securities) and computer fraud in an aggregate amount acceptable to
Seller's regulators.

"Financial Statements" shall mean the
consolidated financial statements of the Seller prepared in accordance with GAAP
for the year or other period then ended. Such financial statements will be
audited, in the case of annual statements, by PricewaterhouseCoopers LLP or such
other independent certified public accountants approved by the Buyer (which
approval shall not be unreasonably withheld).

"First Payment Default" shall mean, with
respect to a Mortgage Loan, the failure of the Mortgagor to make the first
Monthly Payment due under the Mortgage Loan on or before its scheduled Due
Date.

"FHA" shall mean the Federal Housing
Administration, an agency within the United States Department of Housing and
Urban Development, or any successor thereto, and including the Federal Housing
Commissioner and the Secretary of Housing and Urban Development where
appropriate under the FHA Regulations.

"FHA Approved Mortgagee" shall mean a
corporation or institution approved as a mortgagee by the FHA under the National
Housing Act, as amended from time to time, and applicable FHA Regulations, and
eligible to own and service mortgage loans such as the FHA Loans.

"FHA Loan" shall mean a Mortgage Loan which
is the subject of an FHA Mortgage Insurance Contract.

"FHA Mortgage Insurance" shall mean,
mortgage insurance authorized under the National Housing Act, as amended from
time to time, and provided by the FHA.

"FHA Mortgage Insurance Contract" shall mean
the contractual obligation of the FHA respecting the insurance of a Mortgage
Loan.

"FHA Regulations" shall mean the regulations
promulgated by the Department of Housing and Urban Development under the
National Housing Act, as amended from time to time and codified in 24 Code of
Federal Regulations, and other Department of Housing and Urban Development
issuances relating to FHA Loans, including the related handbooks, circulars,
notices and mortgagee letters.

"Fitch" shall mean Fitch Ratings, Inc., or
any successor thereto.

"Freddie Mac" shall mean Freddie Mac, or any
successor thereto.

"GAAP" shall mean generally accepted
accounting principles in the United States of America, applied on a consistent
basis and applied to both classification of items and amounts, and shall
include, without limitation, the official interpretations thereof by the
Financial Accounting Standards Board, its predecessors and successors.

"Ginnie Mae" shall mean the Government
National Mortgage Association and any successor thereto.

"Governmental Authority" shall mean the
government of the United States of America or of any state, county, municipality
or other political subdivision thereof or any governmental body, agency,
authority, department or commission (including, without limitation, any taxing
authority) or any instrumentality or officer of any of the foregoing (including,
without limitation, any court or tribunal) exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
and any corporation, partnership or other entity directly or indirectly owned by
or controlled by the foregoing.

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

"HELOC" shall mean a home equity revolving
line of credit secured by a mortgage, deed of trust or other instrument creating
a first or second lien on the related Mortgaged Property, which lien secures the
related line of credit and (i) that is underwritten in accordance with
Seller's Underwriting Guidelines and (ii) that either (a) will be sold
or securitized by the Seller or (b) is subject to a Takeout Commitment.


"High Cost Mortgage Loan" shall mean a
Mortgage Loan which (a) is subject to Section 226.32 of Regulation Z or any
similar state law (relating to high interest rate credit/lending transactions),
or (b) contains any term or condition, or involve any loan origination practice,
that has been defined as "predatory", "covered" (other than New Jersey
Covered Loans) or "threshold" under applicable federal, state or local law, or
which has been expressly categorized as an "unfair" or "deceptive" term,
condition, or practice in any applicable federal, state or local law (or the
regulations promulgated thereunder) dealing with "predatory" or "high cost"
mortgage lending (or a similarly classified loan using different terminology
under a law, regulation or ordinance imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having high interest
rates, points and/or fees).

"HUD" shall mean the Department of Housing
and Urban Development.

"Income" shall mean, with respect to any
Mortgage Loan at any time, any principal thereof then payable and all interest,
dividends or other distributions payable thereon.

"Indebtedness" shall mean, with respect to
any Person, (a) obligations created, issued or incurred by such Person for
borrowed money (whether by loan, the issuance and sale of debt securities or the
sale of Property to another Person subject to an understanding or agreement,
contingent or otherwise, to repurchase such Property from such Person);
(b) obligations of such Person to pay the deferred purchase or acquisition
price of Property or services, other than trade accounts payable (other than for
borrowed money) arising, and accrued expenses incurred, in the ordinary course
of business, so long as such trade accounts payable are payable within 90 days
of the date the respective goods are delivered or the respective services are
rendered; (c) Indebtedness of others secured by a Lien on the Property of
such Person, whether or not the respective Indebtedness so secured has been
assumed by such Person; (d) obligations (contingent or otherwise) of such
Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for the account of such Person;
(e) Capital Lease Obligations of such Person; (f) obligations of such
Person under repurchase agreements, sale/buy-back agreements or like
arrangements; (g) Indebtedness of others Guaranteed by such Person;
(h) all obligations of such Person incurred in connection with the
acquisition or carrying of fixed assets by such Person; and
(i) Indebtedness of general partnerships of which such Person is a general
partner. 

"Interest Rate Protection Agreement" shall
mean, with respect to any or all of the Purchased Mortgage Loans, any short sale
of a US Treasury Security, or futures contract, or mortgage related security, or
Eurodollar futures contract, or options related contract, or interest rate swap,
cap or collar agreement or Take-out Commitment, or similar arrangement providing
for protection against fluctuations in interest rates or the exchange of nominal
interest obligations, either generally or under specific contingencies, entered
into by a Seller and an Affiliate of the Buyer, and acceptable to the Buyer.

"Jumbo Mortgage Loan" shall mean a first
lien Mortgage Loan with a principal balance of not more than $2,000,000 that
(i) except with respect to the original principal balance thereof, conforms
to the requirements for securitization or cash purchase by an Agency, and
(ii) that either (a) will be sold or securitized by the Seller or
(b) is subject to Takeout Commitment.

"Late Payment Fee" shall mean the excess of
the Price Differential paid as a result of its calculation at the Post-Default
Rate over the Price Differential as would have been calculated at the Pricing
Rate. 

"Law" shall mean, any law, treaty, rule or
regulation or determination of an arbitrator or court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.

"LIBOR Period" shall mean, with respect to
each Payment Date, the period from and including the immediately preceding
Payment Date (or, with respect to the first LIBOR Period for each Transaction,
from and including the related Purchase Date) to but excluding such Payment
Date, unless otherwise agreed to by the Buyer and the Seller and set forth in
the related Confirmation.

"LIBOR Period Commencement Date" shall mean
(a) with respect to the initial LIBOR Period with respect to a Transaction,
the Purchase Date, and (b) with respect to each succeeding LIBOR Period
with respect to a Transaction, the Payment Date, or if the LIBOR Period is other
than one month, the last day of the immediately preceding LIBOR Period.

"LIBOR Rate" shall mean, with respect to
each day during the applicable LIBOR Period, the rate per annum equal to the one
month British Bankers Association Rate as reported on the display designated as
"BBAM" "Page DG8 4a" on Bloomberg (or such other display as
may replace "BBAM" "Page DG8 4a on Bloomberg), as of 8:00 a.m.,
New York City time, on the date two Business Days prior to the commencement of
such LIBOR Period, and if such rate shall not be so quoted, or if the related
LIBOR Period shall be less than one month, the rate per annum at which the Buyer
or its Affiliate is offered dollar deposits at or about 8:00 a.m., New York City
time, on the date two Business Days prior to the commencement of the such LIBOR
Period, by prime banks in the interbank eurodollar market where the eurodollar
and foreign currency exchange operations in respect of its Transactions are then
being conducted for delivery on such day for a period of one month or such other
period as agreed upon in writing by the Buyer and the Seller and in an amount
comparable to the amount of the Transactions outstanding on such day.

"Lien" shall mean any lien, claim, charge,
restriction, pledge, security interest, mortgage, deed of trust or other
encumbrance.

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


"Margin Call" shall have the meaning
specified in Section 4.

"Margin Deficit" shall have the meaning
specified in Section 4.

"Margin Excess" shall have the meaning
specified in Section 4(e)

"Market Value" shall mean, as of any date
with respect to any Purchased Mortgage Loan, the price at which such Mortgage
Loan could readily be sold as determined by the Buyer in its sole discretion.
Without limiting the generality of the foregoing, the Seller acknowledges that
the Market Value of a Purchased Mortgage Loan may be reduced to zero by Buyer
if:




	such Purchased Mortgage Loan ceases to be an Eligible
Mortgage Loan;


	the Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement (other than to a Take-
out Investor pursuant to a Bailee Letter) for a period in excess of 10 calendar
days;


	the Purchased Mortgage Loan is a Wet-Ink Mortgage Loan
for which the related Mortgage File has not been received and certified by the
Custodian by the seventh Business Day following the related Purchase Date;



	such Purchased Mortgage Loan is a Delinquent Mortgage
Loan;


	such Purchased Mortgage Loan is a New Jersey Covered Loan
and has not been made subject to a Takeout Commitment on or before the date
which is 30 days after the related Purchase Date;


	such Purchased Mortgage Loan is rejected by the related
Takeout Investor;


	such Purchased Mortgage Loan has been subject to a
Transaction hereunder for period of greater than (i) with respect to each New
Jersey Covered Loan, 45 days, or (ii) with respect to each Mortgage Loan other
than a New Jersey Covered Loan, 90 days;


	the Buyer has determined in its sole discretion that the
Purchased Mortgage Loan is not eligible for whole loan sale or securitization in
a transaction consistent with the prevailing sale and securitization industry
with respect to substantially similar Mortgage Loans;


	such Purchased Mortgage Loan contains a breach of a
representation or warranty made by the Seller in this Repurchase Agreement or
the Custodial Agreement;


	when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
HELOCs exceeds $100,000,000;


	when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Sub-Prime Mortgage Loans that are Purchased Mortgage Loans exceeds $30,000,000;



	when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Wet-Ink Mortgage Loans that are Purchased Mortgaged Loans exceeds
$50,000,000;


	when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Super Jumbo Mortgage Loans that are Purchased Mortgaged Loans exceeds
$10,000,000; or


	when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all
Aged Loans that are Purchased Mortgaged Loans exceeds $10,000,000.

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

"Maximum Purchase Price" shall mean
$200,000,000.

"MERS" shall mean Mortgage Electronic
Registration Systems, Inc., a corporation organized and existing under the laws
of the State of Delaware, or any successor thereto.

"MERS System" shall mean the system of
recording transfers of mortgages electronically maintained by MERS.

"Monthly Payment" shall mean the scheduled
monthly payment of principal and interest on a Mortgage Loan.

"Moody's" shall mean Moody's Investor's
Service, Inc. or any successors thereto.

"Mortgage" shall mean each mortgage,
assignment of rents, security agreement and fixture filing, or deed of trust,
assignment of rents, security agreement and fixture filing, deed to secure debt,
assignment of rents, security agreement and fixture filing, or similar
instrument creating and evidencing a first lien or second lien on real property
and other property and rights incidental thereto.

"Mortgage File" shall mean, with respect to
a Mortgage Loan, the documents and instruments relating to such Mortgage Loan
and set forth in Exhibit VI hereto.

"Mortgage Interest Rate" shall mean the rate
of interest borne on a Mortgage Loan from time to time in accordance with the
terms of the related Mortgage Note.

"Mortgage Loan" shall mean any first or
second lien, one-to-four-family residential mortgage loan, HELOC, Jumbo Mortgage
Loan, Sub-Prime Mortgage Loan or Conforming Mortgage Loan evidenced by a
Mortgage Note and secured by a Mortgage, which Mortgage Loan is subject to a
Transaction hereunder, which in no event shall include any mortgage loan which
(a) is subject to Section 226.32 of Regulation Z or any similar state law
(relating to high interest rate credit/lending transactions), (b) includes
any single premium credit life or accident and health insurance or disability
insurance, or (c) is a High Cost Mortgage Loan.

"Mortgage Loan Schedule" shall mean with
respect to any Transaction as of any date, a mortgage loan schedule in the form
of a computer tape or other electronic medium generated by the Seller and
delivered to Buyer and the Custodian, which provides information (including,
without limitation, the information set forth on Exhibit V attached
hereto) relating to the Purchased Mortgage Loans in a format acceptable to the
Buyer.

"Mortgage Loan Schedule and Exception
Report" shall have the meaning set forth in the applicable Custodial
Agreement.

"Mortgage Note" shall mean the promissory
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.

"Mortgaged Property" shall mean the real
property securing repayment of the debt evidenced by a Mortgage Note.

"Mortgagor" shall mean the obligor or
obligors on a Mortgage Note, including any Person who has assumed or guaranteed
the obligations of the obligor thereunder.

"Multiemployer Plan" shall mean, with
respect to any Person, a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA which is or was at any time during the current year or the
immediately preceding five years contributed to by such Person or any ERISA
Affiliate thereof on behalf of its employees and which is covered by Title IV of
ERISA.

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

"New Jersey Covered Loan" shall mean a
Mortgage Loan that is designated as a "covered home loan" (but not a
"high-cost home loan") under the New Jersey Home Ownership Security
Act, N.J.S.A. 46:10B-22.

"Non-Excluded Taxes" shall have the meaning
set forth in Section 7(a) hereof.

 "Obligations" shall mean (a) any
amounts due and payable by the Seller to Buyer in connection with a Transaction
hereunder, together with interest thereon (including interest which would be
payable as post-petition interest in connection with any bankruptcy or similar
proceeding) and all other fees or expenses which are payable hereunder or under
any of the Repurchase Documents and (b) all other obligations or amounts
due and payable by the Seller to the Buyer or an Affiliate of Buyer under any
other contract or agreement.

"Other Taxes" shall have the meaning set
forth in Section 7(b) hereof.

"Payment Date" shall mean the 5th
day of each month, or if such date is not a Business Day, the Business Day
immediately preceding the last day of the month.

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

"Periodic Advance Repurchase Payment" shall
have the meaning specified in Section 5(a).

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

"Plan" shall mean, with respect to any
Person, any employee benefit or similar plan that is or was at any time during
the current year or immediately preceding five years established or maintained
by such Person or any ERISA Affiliate thereof and that is covered by Title IV of
ERISA, other than a Multiemployer Plan.

"PMI Policy" shall mean a policy of primary
mortgage guaranty insurance issued by a Qualified Insurer, as required by this
Repurchase Agreement with respect to certain Mortgage Loans.

"Post-Default Rate" shall mean a rate equal
to the sum of (a) the Pricing Rate plus (b) two percent (2.00%).

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

"Pricing Rate" shall mean a rate per annum
equal to the sum of (a) the LIBOR Rate plus (b) the Pricing
Spread.

"Pricing Spread" shall mean:





	with respect to Transactions the subject of which are
Mortgage Loans which are Conforming Mortgage Loans other than Wet-Ink Loans,
0.75%;


	with respect to Transactions the subject of Mortgage
Loans which are Jumbo Mortgage Loans which are other than Wet-Ink Loans,
0.75%;


	with respect to Transactions the subject of which are
Mortgage Loans which are Conforming Mortgage Loans which are Wet-Ink Loans,
0.875%;


	with respect to Transactions the subject of which are
Mortgage Loans which are Jumbo Mortgage Loans which are Wet-Ink Loans,
0.875%;


	with respect to Transactions the subject of which are
Mortgage Loans which are Super Jumbo Mortgage Loans, 1.0%;


	with respect to Transactions the subject of which are
Mortgage Loans which are Sub-Prime Mortgage Loans, 1.0%; or


	with respect to Transactions the subject of which are
Mortgage Loans which are HELOCs, 1.0%.

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

"Purchase Date" shall mean the date on which
Purchased Mortgage Loans are transferred by Seller to the Buyer or its
designee.


"Purchase Price" shall mean, 






	on the Purchase Date, the price at which each Purchased
Mortgage Loan is transferred by Seller to Buyer which shall equal the applicable
Purchase Price Percentage multiplied by the lesser of (i) the Market Value
of such Mortgage Loan on the Purchase Date and (ii) the outstanding
principal balance of the Mortgage Loan; and


	thereafter, except where Buyer and Seller agree
otherwise, such Purchase Price decreased by the amount of any cash, Income and
Periodic Advance Repurchase Payments actually received by Buyer pursuant to
Sections 5 or applied to reduce Seller's obligations under Section 4(b)
hereof.

"Purchase Price Percentage" shall
mean:






	with respect to each Mortgage Loan that is a Buyer
Takeout Mortgage Loan, 99%;


	with respect to each Conforming Mortgage Loan which is
not a Wet-Ink Loan, an Aged Loan or a Buyer Takeout Mortgage Loan, 98%;


	with respect to each HELOC which is not a Wet-Ink Loan,
an Aged Loan or a Buyer Takeout Mortgage Loan, 98%;


	with respect to each Jumbo Mortgage Loan which is not a
Wet-Ink Mortgage Loan, an Aged Loan or a Buyer Takeout Mortgage Loan,
98%;


	with respect to each Conforming Mortgage Loan, Jumbo
Mortgage Loan  or HELOC which is a Wet-Ink Mortgage Loan, 97%;


	with respect to each Sub-Prime Mortgage or Super Jumbo
Mortgage Loan which is a Wet-Ink Mortgage Loan, 96%; 


	with respect to each Sub-Prime Mortgage Loan which is not
a Wet-Ink Loan, an Aged Loan or a Buyer Takeout Mortgage Loan, 96%;


	with respect to each Super Jumbo Mortgage Loan which is
not a Wet-Ink Loan, an Aged Loan or a Buyer Takeout Mortgage Loan, 96%;
and


	with respect to each Aged Loan, 50%.

"Purchased Mortgage Loan Report" shall mean
a report, delivered with each Transaction Request, on the last day of each month
(or if such date is not a Business Day, the next preceding Business Day), or
upon the request of the Buyer, including a Mortgage Loan Schedule in the form of
Exhibit V hereto, setting forth information with respect to the Purchased
Mortgage Loans (and Mortgage Loans proposed to be the subject of a Transaction
on the related Purchase Date, if applicable).

"Purchased Mortgage Loans" shall mean the
Mortgage Loans sold by the Seller to Buyer in a Transaction, and any Additional
Purchased Mortgage Loans as evidenced by a Confirmation and a Trust Receipt.

"Qualified Insurer" shall mean a mortgage
guaranty insurance company duly authorized and licensed where required by law to
transact mortgage guaranty insurance business and acceptable under the
Underwriting Guidelines.

"Rating Agency" shall mean any of S&P,
Moody's or Fitch.

"Records" shall mean all instruments,
agreements and other books, records, and reports and data generated by other
media for the storage of information maintained by Seller or any other person or
entity with respect to a Purchased Mortgage Loan. Records shall include the
Mortgage Notes, any Mortgages, the Mortgage Files, the credit files related to
the Purchased Mortgage Loan and any other instruments necessary to document or
service a Mortgage Loan.

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

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

"Repurchase Agreement" shall mean this
Master Repurchase Agreement between Buyer and the Seller, dated as of the date
hereof as the same may be further amended, supplemented or otherwise modified in
accordance with the terms hereof.

"Repurchase Assets" shall have the meaning
provided in Section 8 hereof.

"Repurchase Date" shall mean the date on
which the Seller is to repurchase the Purchased Mortgage Loans subject to a
Transaction from Buyer as specified in the related Confirmation, or if not so
specified on a date requested pursuant to Section 3(d) or on the
Termination Date, including any date determined by application of the provisions
of Sections 3 or 14, or the date identified to Buyer by the Seller as
the date that the related Mortgage Loan is to be sold pursuant to a Take-out
Commitment.

"Repurchase Documents" shall mean this
Repurchase Agreement, the Custodial Agreement, the Electronic Tracking
Agreement, if applicable, a Servicer Notice, if any, and the Account
Agreement.

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

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

"Responsible Officer" shall mean an officer
of the Seller listed on Exhibit XI hereto, as such Exhibit XI may
be amended from time to time.

"Reset Date" shall mean the last day of the
related LIBOR Period.

"S&P" shall mean Standard & Poor's
Ratings Services, or any successor thereto.

"Second Lien Mortgage Loan" shall mean a
Mortgage Loan secured by a second lien on the related Mortgaged Property.

"Seller" shall mean E-Loan, Inc., a Delaware
corporation, or any successor in interest thereto.

"Servicer" shall mean E-Loan, Inc. or any
successor or permitted assigns.

"Servicer Notice" shall mean the notice
acknowledged by the Servicer substantially in the form of Exhibit IX
hereto.

"Servicing Agreement" shall mean any
servicing agreement entered into among a Seller and a Servicer, as the same may
be amended from time to time.

"Settlement Account" shall have the meaning
set forth in of the Custodial Agreement.

"Settlement Account Control Agreement" shall
mean the Settlement Account Control Agreement entered into among the Buyer, the
Seller and the Custodian, dated as of the date hereof as the same may be further
amended, supplemented or otherwise modified in accordance with its terms.

"Settlement Agent" shall mean with respect
to any Transaction the subject of which is a Wet-Ink Mortgage Loan, the entity
approved by Buyer, in its sole discretion, which may be a title company, escrow
company or attorney in accordance with local law and practice in the
jurisdiction where the related Wet-Ink Mortgage Loan is being originated.  A
Settlement Agent is deemed approved unless Buyer notifies Seller otherwise at
any time electronically or in writing.

"Single-Employer Plan" shall mean a single-
employer plan as defined in Section 4001(a)(15) of ERISA which is subject to the
provisions of Title IV of ERISA.

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

"Sub-Prime Mortgage Loan" shall mean a first
lien Mortgage Loan which originated in accordance with the criteria established
by Buyer for sub-prime mortgage loans, as determined by Buyer in its sole
discretion, and which (i) will be sold by the Seller within 90 days of
origination and (ii) are eligible for securitization or whole loan
purchase.

"Super Jumbo Mortgage Loan" shall
mean a Jumbo Mortgage Loan with a principal balance of greater than $1,000,000
and not greater than $2,000,000.

"Takeout Commitment" means a commitment of
Seller to sell one or more Mortgage Loans to a Takeout Investor, and the
corresponding Takeout Investor's commitment back to Seller to effectuate the
foregoing.

"Takeout Investor"  shall mean any
institution which has made a Takeout Commitment and has been approved by
Buyer.

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

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

(b)(i) amounts owing to such Person from
Affiliates, or from officers, employees, shareholders or other Persons similarly
affiliated with such Person, (ii) intangible assets and (iii) deferred
tax charge.

"Taxes" shall have the meaning set forth in
Section 7(a) hereof.

"Termination Date" shall mean the date which
is 364 days from the date hereof which shall be February 4, 2005.

"Termination Event" shall have the meaning
set forth in Section 13.02 hereof.

"Test Period" shall mean any period of three
(3) consecutive months.

"Transaction" shall have the meaning
specified in Section 1.

"Transaction Request" shall mean a request
from the Seller to Buyer to enter into a Transaction. 

"Trust Receipt" shall have the meaning set
forth in the Custodial Agreement.

"Underwriting Guidelines" shall mean the
underwriting guidelines of the Seller, attached hereto as
Exhibit VII.

"Uniform Commercial Code" shall mean the
Uniform Commercial Code as in effect from time to time in the State of New
York.

"VA" shall mean the U.S. Department of
Veterans Affairs, an agency of the United States of America, or any successor
thereto including the Secretary of Veterans Affairs.

"VA Approved Lender" shall mean a lender
which is approved by the VA to act as a lender in connection with the
origination of VA Loans.

"VA Loan" shall mean a Mortgage Loan which
is subject of a VA Loan Guaranty Agreement as evidenced by a VA Loan Guaranty
Agreement, or a Mortgage Loan which is a vender loan sold by the VA.

"VA Loan Guaranty Agreement" shall mean the
obligation of the United States to pay a specific percentage of a Mortgage Loan
(subject to a maximum amount) upon default of the Mortgagor pursuant to the
Servicemen's Readjustment Act, as amended.

"Wet-Ink Mortgage Loan" shall mean a
Mortgage Loan which any Seller is selling to Buyer simultaneously with the
origination thereof and for which the Mortgage Loan Documents have not been
delivered to the Custodian.

"Wet-Ink Trust Receipt" shall mean a trust
receipt issued by Custodian evidencing Purchased Mortgage Loans which are Wet-
Ink Mortgage Loans, substantially in the form attached to the Custodial
Agreement.

"Wiring Schedule" shall mean, for each Wet-
Ink Mortgage Loan, a schedule setting forth the loan identification number, the
loan amount to be funded by wire transfer and wiring directions for such Wet-Ink
Mortgage Loan.




Section 3.   

    INITIATION; TERMINATION





	Conditions Precedent to Initial Transaction.
Buyer's agreement to enter into the initial Transaction hereunder is subject to
the satisfaction, immediately prior to or concurrently with the making of such
Transaction, of the condition precedent that Buyer shall have received from the
Seller any fees and expenses payable hereunder, and all of the following
documents, each of which shall be satisfactory to Buyer and its counsel in form
and substance:



	The following Repurchase Documents delivered to the
Buyer:



	Repurchase Agreement.  This Repurchase Agreement,
duly executed by the parties thereto;


	Custodial Agreement.  The Custodial Agreement,
duly executed by the parties thereto;


	Account Agreement.  An Account Agreement, duly
executed by the parties thereto in form and substance acceptable to the Buyer;
and


	Electronic Tracking Agreement.  To the extent
Seller is selling Mortgage Loans which are registered on the MERS® System,
an Electronic Tracking Agreement entered into, duly executed and delivered by
the parties thereto, in full force and effect, free of any modification, breach
or waiver.


	Disbursement Agreement.  A Disbursement Agreement,
duly executed by the parties thereto in form and substance acceptable to the
Buyer and the accounts, computer systems and agreements with the Disbursement
Agent necessary systems and agreements with the Disbursement Agent necessary for
distributing the Purchase Price related to Wet-Ink Mortgage Loans under the
Disbursement Agreement shall have been established.


	Settlement Account Control Agreement.  The
Settlement Account Control Agreement, executed and delivered by a duly
authorized officer of each of the Buyer, Seller and Custodian.


	Opinions of Counsel. 



	An opinion or opinions of counsel to the Seller,
substantially in the form of Exhibit II.


	Seller Organizational Documents.  A certificate of
corporate existence of the Seller delivered to Buyer prior to the Effective Date
(or if unavailable, as soon as available thereafter) and certified copies of the
charter and by-laws (or equivalent documents) of the Seller and of all corporate
or other authority for the Seller with respect to the execution, delivery and
performance of the Repurchase Documents and each other document to be delivered
by the Seller from time to time in connection herewith.


	Security Interest.  Evidence that all other
actions necessary or, in the opinion of Buyer, desirable to perfect and protect
Buyer's interest in the Purchased Mortgage Loans and other Repurchase Assets
have been taken, including, without limitation, UCC searches and duly authorized
and filed Uniform Commercial Code financing statements on Form UCC-
1.


	Underwriting Guidelines.  A true and correct copy
of the Underwriting Guidelines certified by an officer of the Seller.


	Insurance.  Evidence that Seller has added Buyer
as an additional insured under the Seller's Fidelity Insurance.


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


	Conditions Precedent to all Transactions.  Upon
satisfaction of the conditions set forth in the Section 3(b), the Buyer may
enter into a Transaction with Seller.  This Agreement is not a commitment by
Buyer to enter into Transactions with Seller or Seller to enter into
Transactions with Buyer but rather sets forth the procedures to be used in
connection with periodic requests for Buyer to enter into Transactions with
Seller.  The parties hereby acknowledges that Buyer and Seller are under no
obligation to agree to enter into, or to enter into, any Transaction pursuant to
this Agreement.  Buyer's agreement to enter into each Transaction (including the
initial Transaction) is subject to the satisfaction of the following further
conditions precedent, both immediately prior to entering into such Transaction
and also after giving effect thereto to the intended use thereof:



	Buyer shall have executed and delivered a Confirmation in
accordance with the procedures set forth in Section 3(c);


	No Termination Event, Default or Event of Default shall
have occurred and be continuing under the Repurchase Documents;


	Both immediately prior to the Transaction and also after
giving effect thereto, the representations and warranties made by the Seller in
Section 11 hereof, shall be true, correct and complete on and as of such
Purchase Date in all material respects with the same force and effect as if made
on and as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific
date);


	After giving effect to the requested Transaction, the
aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to
then outstanding Transactions under this Repurchase Agreement shall not exceed
the Maximum Purchase Price;


	After giving effect to the requested Transaction, the
Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase
Price for such Transactions; 


	With respect to Transactions the subject of which are
Mortgage Loans other than Wet-Ink Mortgage Loans on or prior to 10 a.m. (New
York Time) one (1) day prior to the related Purchase Date, the Seller shall have
delivered to the Buyer (a) a Transaction Request, and (b) a Purchased Mortgage
Loan Report;


	With respect to Transactions the subject of which are
Wet-Ink Mortgage Loans:



	By 4:00 p.m. (New York City time) one (1) Business Day
prior to the related Purchase Date, the Buyer shall have received the
approximate amount of the related Purchase Price (the "Estimated
Purchase Price");


	By 3:45 p.m. (New York City time) on the related Purchase
Date, the Buyer and the Disbursement Agent shall have received (a) the final
Mortgage Loan Schedule, including, without limitation, a schedule setting forth
the mortgage loan identification number, the Mortgagor name and the approximate
outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by Buyer
on such Purchase Date, (b) an updated report setting forth the approximate
outstanding principal balance of Wet-Ink Mortgage Loans to be purchased by the
Buyer on such Purchase Date and the amount of the related Purchase Price (the
"Actual Purchase Price") and (c) a Wiring Schedule;
and


	By 4:00 p.m. (New York City time) on the related Purchase
Date, the Buyer shall have received a Wet-Ink Trust Receipt for each Wet-Ink
Mortgage Loan with the related Mortgage Loan Schedule attached
thereto.


	The Seller shall have delivered to the Custodian the
Mortgage File with respect to each Purchased Mortgage Loan which is not a Wet-
Ink Mortgage Loan and the Custodian shall have issued a Trust Receipt with
respect to each such Purchased Mortgage Loan to the Buyer and (B) with respect
to each Wet-Ink Mortgage Loan, by no later than 1:00 p.m. (New York Time) on the
seventh Business Day following the applicable Purchase Date, Seller shall
deliver the Mortgage File to the Custodian;


	The Buyer shall have received all fees and expenses of
counsel to the Buyer as contemplated by Sections 15(b) and 27 which
amounts, at the Buyer's option, may be withheld from the proceeds remitted by
Buyer to the Seller pursuant to any Transaction hereunder;


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



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


	there shall have occurred a material adverse change in
the financial condition of the Buyer which affects (or can reasonably be
expected to affect) materially and adversely the ability of the Buyer to fund
its obligations under this Repurchase Agreement; or


	Each Transaction Request delivered by the Seller
hereunder shall constitute a certification by the Seller that all the conditions
set forth in this Section 3(b) (other than clause (x) hereof) have been
satisfied (both as of the date of such notice or request and as of the date of
such purchase).


	Initiation; Confirmation.  



	The Seller shall deliver a Transaction Request to the
Buyer on or prior to 10:00 a.m. on the date one (1) Business Day prior to
entering into any Transaction.  Such Transaction Request shall include a
Mortgage Loan Schedule with respect to the Mortgage Loans to be sold in such
requested Transaction.  Following receipt of such request, Buyer may agree to
enter into such requested Transaction or may notify Seller of its intention not
to enter into such Transaction.  Buyer shall confirm the terms of each
Transaction by issuing a written confirmation to the Seller promptly after the
parties enter into such Transaction in the form of Exhibit I
attached hereto (a "Confirmation").  Such Confirmation shall
set forth (A) the Purchase Date, (B) the Purchase Price, (C) the
Repurchase Date, (D) the Pricing Rate applicable to the Transaction,
(E) the applicable Purchase Price Percentages, (F) LIBOR Period and
(G) additional terms or conditions not inconsistent with this Repurchase
Agreement.


	The Repurchase Date for each Transaction shall not be
later than the date which is 90 days after the related Purchase Date.  The LIBOR
Period for each Transaction shall be one month, unless agreed to in writing by
the Buyer.


	Each Confirmation, together with this Repurchase
Agreement, shall be conclusive evidence of the terms of the Transaction(s)
covered thereby unless objected to in writing by the Seller no more than
two (2) Business Days after the date the Confirmation was received by the
Seller or unless a corrected Confirmation is sent by Buyer.  An objection sent
by Seller must state specifically that writing which is an objection, must
specify the provision(s) being objected to by the Seller, must set forth such
provision(s) in the manner that the Seller believes they should be stated, and
must be received by Buyer no more than two (2) Business Days after the
Confirmation was received by the Seller.


	Subject to the terms and conditions of this Repurchase
Agreement, during such period the Seller may sell, repurchase and resell
Eligible Mortgage Loans hereunder.


	In no event shall a Transaction be entered into when the
Repurchase Date for such Transaction would be later than the Termination
Date.


	No later than 5:00 p.m., New York City time, one (1)
Business Day prior to the requested Purchase Date, the Seller shall deliver to
the Custodian the Mortgage Loan File pertaining to each Eligible Mortgage Loan
(other than a Wet-Ink Mortgage Loan) to be purchased by the Buyer.


	Subject to the provisions of this Section 3, the
Purchase Price will then be made available to the Seller by the Buyer
transferring, via wire transfer, in the aggregate amount of such Purchase Price
in funds immediately available; provided that the Purchase Price on account of
Wet-Ink Mortgage Loans shall be remitted to the Disbursement Account.


	With respect to Transactions the subject of which are
Wet-Ink Mortgage Loans:



	The conditions set forth in subsection (b)(vii) of this
Section shall have been satisfied.


	Repurchase; Purchase Price Decrease



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


	Seller may at any time, and from time to time, request a
Purchase Price Decrease (a "Purchase Price Decrease") by
sending a notice to the Buyer at least one (1) Business Day prior to the date
that the Seller intends to effectuate such Purchase Price Decrease, specifying
the Purchase Price Decrease Date (a "Purchase Price Decrease
Date") of such decrease (a "Purchase Price Decrease
Notice").  The Purchase Price Decrease amount shall be due and payable
in cash on the Purchase Price Decrease Date specified therein.  If a Purchase
Price Decrease Notice is given, such Purchase Price Decrease Notice shall be
revocable at any time prior to 12:00 noon (New York City time) on the Business
Day preceding the requested Purchase Price Decrease Date by delivery of written
notice thereof to the Buyer. Notwithstanding the foregoing, any Purchase Price
Decrease must be in an amount not less than $1,000,000.


	On the Repurchase Date, termination of the Transaction
will be effected by reassignment to the Seller or its designee of the Purchased
Mortgage Loans (and any Income in respect thereof received by Buyer not
previously credited or transferred to, or applied to the obligations of, the
Seller pursuant to Section 5) against the simultaneous transfer of the
Repurchase Price to an account of Buyer.  The Seller is obligated to obtain the
Mortgage Files from Buyer or its designee at the Seller's expense on the
Repurchase Date.  

Section 4.   
    MARGIN AMOUNT MAINTENANCE




	The Buyer shall determine the Market Value of the
Purchased Mortgage Loans on a weekly basis, or at such intervals as determined
by the Buyer in its sole discretion.


	If at any time the aggregate Asset Value of all related
Purchased Mortgage Loans subject to all Transactions is less than the aggregate
Repurchase Price for all such Transactions (a "Margin
Deficit"), then Buyer may by notice to Seller (as such notice is more
particularly set forth below, a "Margin Call"), require Seller
to transfer to Buyer or its designee cash or Eligible Mortgage Loans approved by
the Buyer in its sole discretion ("Additional Purchased Mortgage
Loans") so that the aggregate Asset Value of the Purchased Mortgage
Loans, including any such cash or Additional Purchased Mortgage Loans or cash,
will thereupon equal or exceed the aggregate Purchase Price for all
Transactions. If Buyer delivers a Margin Call to the Seller on or prior to 9:30
a.m. (New York City time) on any Business Day, then the Seller shall transfer
cash or Additional Purchased Mortgage Loans to Buyer no later than 5 p.m. (New
York City time) that day.  In the event the Buyer delivers a Margin Call to a
Seller after 9:30 a.m. (New York City time) on any Business Day, the Seller
shall be required to transfer cash or Additional Purchased Mortgage Loans no
later than 5 p.m. (New York City time) on the subsequent Business Day.


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


	Any cash transferred to the Buyer pursuant to Section
4(b) above shall be credited to the Repurchase Price of the related
Transactions.


	On any day on which the aggregate Asset Value of the
Purchased Mortgage Loans exceeds the then outstanding aggregate Purchase Price
of all  Transactions (a "Margin Excess"), so long as no Default
or Event of Default has occurred and is continuing, Buyer shall, upon receipt of
written request from Seller remit an amount equal to such Margin Excess to
Seller as additional Purchase Price with respect to the Transactions, provided
that in no event shall the Purchase Price exceed the Purchase Price as
calculated on the applicable Purchase Date.  Any request received by the Buyer
after 2:00 p.m. (eastern time) shall be remitted by the Buyer on the next
Business Day.


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

Section 5.   
    INCOME PAYMENTS




	Notwithstanding that Buyer and the Seller intend that
the Transactions hereunder be sales to Buyer of the Purchased Mortgage Loans,
Seller shall pay to Buyer the accreted value of the Price Differential (less any
amount of such Price Differential previously paid by the Seller to Buyer) plus
the amount of any unpaid Margin Deficit (each such payment, a "Periodic
Advance Repurchase Payment") on each Payment Date.  Notwithstanding the
preceding sentence, if Seller fails to make all or part of the Periodic Advance
Repurchase Payment by 5:00 p.m. (New York time) on any Payment Date, the Pricing
Rate shall be equal to the Post-Default Rate until the Periodic Advance
Repurchase Payment is received in full by Buyer.


	The Seller shall hold for the benefit of, and in trust
for, Buyer all Income, including without limitation all Income received by or on
behalf of the Seller with respect to such Purchased Mortgage Loans.  All Income
shall be held in trust for Buyer, shall constitute the property of Buyer and
shall not be commingled with other property of the Seller, any Affiliate of the
Seller except as expressly permitted above.  With respect to each Payment Date,
the Seller shall remit all Income as follows:



	first, to the payment of all costs and fees payable by
the Seller pursuant to this Repurchase Agreement;


	second, to the Buyer in payment of any accrued and unpaid
Price Differential; and


	third, without limiting the rights of Buyer under Section
4 of this Repurchase Agreement, to the Buyer, in the amount of any unpaid Margin
Deficit.


	After the occurrence of a Default or an Event of Default,
the Seller shall deposit such Income in a deposit account (the title of which
shall indicate that the funds therein are being held in trust for Buyer) (the
"Collection Account") with a financial institution acceptable
to Buyer and subject to the Account Agreement.  All such Income shall be held in
trust for Buyer, shall constitute the property of Buyer and shall not be
commingled with other property of the Seller or any Affiliate of the Seller
except as expressly permitted above.  Funds deposited in the Collection Account
during any month shall be held therein, in trust for the Buyer, until the next
Payment Date.  


	To the extent that the Buyer receives any funds from a
Takeout Investor with respect to the purchase by such Takeout Investor of a
Mortgage Loan, the Buyer shall promptly apply such funds in accordance with the
same order of priority set forth in Section 5(b) hereof.


	Notwithstanding the preceding provisions, if an Event of
Default has occurred, all funds in the Collection Account shall be withdrawn and
applied as determined by the Buyer.


	Buyer shall offset against the Repurchase Price of each
such Transaction all Income and Periodic Advance Repurchase Payments actually
received by Buyer pursuant to Section 5(a), excluding any Late Payment Fees paid
pursuant to any Periodic Advance Repurchase Payments made at the Post-Default
Rate pursuant to Section 5(a).

Section 6.   
       REQUIREMENTS OF LAW




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



	shall subject the Buyer to any tax of any kind whatsoever
with respect to this Repurchase Agreement or any Transaction (excluding net
income taxes branch profits taxes, franchise taxes or similar taxes imposed on
the Buyer as a result of any present or former connection between the Buyer and
the United States, other than any such connection arising solely from the Buyer
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Repurchase Agreement) or change the basis of taxation
of payments to the Buyer in respect thereof;


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


	shall impose on the Buyer any other
condition;

and the result of any of the foregoing is to increase the
cost to the Buyer, by an amount which the Buyer deems to be material, of
entering, continuing or maintaining any Transaction or to reduce any amount due
or owing hereunder in respect thereof, then, in any such case, the Seller shall
promptly pay the Buyer such additional amount or amounts as calculated by the
Buyer in good faith as will compensate the Buyer for such increased cost or
reduced amount receivable.


	If the Buyer shall have determined that the adoption of
or any change in any Requirement of Law (other than with respect to any
amendment made to the Buyer's certificate of incorporation and by-laws or other
organizational or governing documents) regarding capital adequacy or in the
interpretation or application thereof or compliance by the Buyer or any
corporation controlling the Buyer with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on the Buyer's or such corporation's capital as a consequence
of its obligations hereunder to a level below that which the Buyer or such
corporation could have achieved but for such adoption, change or compliance
(taking into consideration the Buyer's or such corporation's policies with
respect to capital adequacy) by an amount deemed by the Buyer to be material,
then from time to time, the Seller shall promptly pay to the Buyer such
additional amount or amounts as will compensate the Buyer for such
reduction.


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

Section 7.   
       TAXES.




	Any and all payments by the Seller under or in
respect of this Repurchase Agreement shall be made free and clear of, and
without deduction or withholding for or on account of, any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities (including penalties, interest and additions to tax) with respect
thereto, whether now or hereafter imposed, levied, collected, withheld or
assessed by any taxation authority or other Governmental Authority
(collectively, "Taxes"), unless required by law.  If the Seller
shall be required under any applicable Requirement of Law to deduct or withhold
any Taxes from or in respect of any sum payable under or in respect of this
Repurchase Agreement to the Buyer, (i) the Seller shall make all such deductions
and withholdings in respect of Taxes, (ii) the Seller shall pay the full amount
deducted or withheld in respect of Taxes to the relevant taxation authority or
other governmental authority in accordance with the applicable Requirement of
Law, and (iii) the sum payable by the Seller shall be increased as may be
necessary so that after the Seller has made all required deductions and
withholdings (including deductions and withholdings applicable to additional
sums payable under this Section 7) such Buyer receives an amount equal to the
sum it would have received had no such deductions or withholdings been made in
respect of Non-Excluded Taxes.  For purposes of this Repurchase Agreement, the
term "Non-Excluded Taxes" are Taxes other than, in the case of
the Buyer, Taxes that are imposed on its overall net income (and franchise taxes
imposed in lieu thereof) by the state or foreign jurisdiction under the laws of
which such Buyer is organized or of its principal office, or any political
subdivision thereof, unless such Taxes are imposed as a result of such Buyer
having executed, delivered or performed its obligations or received payments
under, or enforced, this Repurchase Agreement (in which case such Taxes will be
treated as Non-Excluded Taxes).


	If on the date of the assignment pursuant to which a
Buyer assignee becomes a party to this Repurchase Agreement, the Buyer assignor
was entitled to payments under this Section 7, then, to such extent (and only to
such extent), the term "Non-Excluded Taxes" shall include (in
addition to Taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) such Taxes, if any, applicable with respect to such Buyer
assignee on such date.  Any additional Taxes in respect of a Buyer that result
solely and directly from a change in the principal office of such Buyer shall be
treated as any Taxes other than Non-Excluded Taxes ("Excluded
Taxes") unless (A) any such additional Taxes are imposed as a result of
a change in the applicable Requirement of Law, or in the interpretation or
application thereof, occurring after the date of such change or (B) such change
is made pursuant to the terms of Section 7(d) or otherwise as a result of a
request therefor by the Seller.


	In addition, the Seller hereby agrees to pay any present
or future stamp, recording, documentary, excise, property or similar taxes,
charges or levies that arise from any payment made under or in respect of this
Repurchase Agreement or from the execution, delivery or registration of, any
performance under, or otherwise with respect to, this Repurchase Agreement
(collectively, "Other Taxes").


	The Seller hereby agrees to indemnify the Buyer, and to
hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes,
and the full amount of Taxes of any kind imposed by any jurisdiction on amounts
payable under this Section 7, imposed on or paid by the Buyer, and any liability
(including penalties, additions to tax, interest and expenses) arising therefrom
or with respect thereto.  The indemnity by the Seller provided for in this
Section 7(d) shall apply and be made whether or not the Non-Excluded Taxes or
Other Taxes for which indemnification hereunder is sought have been correctly or
legally asserted.  Amounts payable by the Seller under the indemnity set forth
in this Section 7(d) shall be paid within 10 days from the date on which the
Buyer makes written demand therefor.


	As soon as practicable after the date of any payment of
Taxes or Other Taxes by the Seller to the relevant Governmental Authority, the
Seller will deliver to the Buyer the original or a certified copy of the receipt
issued by such Governmental Authority evidencing payment thereof.


	Without prejudice to the survival of any other agreement
of the Seller hereunder, the agreements and obligations of the Seller contained
in this Section 7 shall survive the termination of this Repurchase Agreement
with respect to Transactions entered into prior to the effective date of
termination.  Nothing contained in this Section 7 shall require the Buyer to
make available any of its tax returns or any other information that it deems to
be confidential or proprietary.


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

Section 8.   
       SECURITY INTEREST

Although the parties intend that all Transactions
hereunder be sales and purchases (other than for accounting and tax purposes)
and not loans, in the event any such Transactions are deemed to be loans, the
Seller hereby pledges to Buyer as security for the performance by the Seller of
its Obligations and hereby grants, assigns and pledges to Buyer a fully
perfected first priority security interest in the Purchased Mortgage Loans, the
Records, and all servicing rights related to the Purchased Mortgage Loans, the
Repurchase Documents (to the extent such Repurchase Documents and the Seller's
right thereunder relate to the Purchased Mortgage Loans), any Property relating
to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout
Commitments relating to any Purchased Mortgage Loan, all insurance policies and
insurance proceeds relating to any Purchased Mortgage Loan or the related
Mortgaged Property, including but not limited to any payments or proceeds under
any related primary insurance, hazard insurance, FHA Mortgage Insurance
Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any
Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection
Agreements relating to any Purchased Mortgage Loan, and any other instruments,
investment property, contract rights, accounts (including any interest of the
Seller in escrow accounts) and any other contract rights, accounts, payments,
rights to payment (including payments of interest or finance charges) and
general intangibles to the extent that the forgoing relates to any Purchased
Mortgage Loan and any other assets relating to the Purchased Mortgage Loans
(including, without limitation, any other accounts) or any interest in the
Purchased Mortgage Loans, all collateral under any other secured debt facility
between Seller or Affiliates of Seller (other than E-Loan Auto Fund One, LLC) on
the one hand and the Buyer or the Buyer's Affiliates on the other, and any
proceeds (including the related securitization proceeds) and distributions and
any other property, rights, title or interests as are specified on a Trust
Receipt and Mortgage Loan Schedule and Exception Report with respect to any of
the foregoing, in all instances, whether now owned or hereafter acquired, now
existing or hereafter created (collectively, the "Repurchase
Assets").

The Seller hereby authorizes the Buyer to file such financing
statement or statements relating to the Repurchase Assets as the Buyer, at its
option, may deem appropriate.  The Seller shall pay the filing costs for any
financing statement or statements prepared pursuant to this Section 8.


Section 9.   
       PAYMENT, TRANSFER AND CUSTODY




	Unless otherwise mutually agreed in writing, all
transfers of funds to be made by the Seller hereunder shall be made in Dollars,
in immediately available funds, without deduction, set-off or counterclaim, to
the Buyer at the following account maintained by the Buyer: MLMCI, Account No.
00812914, for the account of MLMCI Matchbook, Bankers Trust, N.Y., ABA# 021 001
033, not later than 5:00 p.m. New York City time, on the date on which such
payment shall become due (and each such payment made after such time shall be
deemed to have been made on the next succeeding Business Day).  The Seller
acknowledges that it has no rights of withdrawal from the foregoing
account.


	On the Purchase Date for each Transaction, ownership of
the Purchased Mortgage Loans shall be transferred to the Buyer or its designee
against the simultaneous transfer of the Purchase Price to the following account
of the Seller (or as otherwise directed by the Seller):  Bankers Trust Company,
Account No. 01419663, ABA No. 021001033, for the account of LA ASSET BASED, REF:
ELOAN/MERRILL LYNCH CTOL 38285.  With respect to the Purchased Mortgage Loans
being sold by a Seller on a Purchase Date, the Seller hereby sells, transfers,
conveys and assigns to Buyer or its designee without recourse, but subject to
the terms of this Repurchase Agreement, all the right, title and interest of the
Seller in and to the Purchased Mortgage Loans together with all right, title and
interest in and to the proceeds of any related Repurchase Assets.


	In connection with such sale, transfer, conveyance and
assignment, on or prior to each Purchase Date, the Seller shall deliver or cause
to be delivered and released to Buyer or its designee the Mortgage File for the
related Purchased Mortgage Loans.

Section 10.   
       HYPOTHECATION OR PLEDGE OF PURCHASED Mortgage
Loan

Title to all Purchased Mortgage Loans and Repurchase
Assets shall pass to Buyer and Buyer shall have free and unrestricted use of all
Purchased Mortgage Loans.  Nothing in this Repurchase Agreement shall preclude
the Buyer from engaging in repurchase transactions with the Purchased Mortgage
Loans or otherwise pledging, repledging, transferring, hypothecating, or
rehypothecating the Purchased Mortgage Loans.  Nothing contained in this
Repurchase Agreement shall obligate the Buyer to
segregate any Purchased Mortgage Loans delivered to the Buyer by the
Seller.


Section 11.   
       REPRESENTATIONS

(1) The Seller represents and warrants to the Buyer that
as of the Purchase Date for any Purchased Mortgage Loans by the Buyer from the
Seller and as of the date of this Repurchase Agreement and any Transaction
hereunder and at all times while the Repurchase Documents and any Transaction
hereunder is in full force and effect:




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


	No Broker.  The Seller has not dealt
with any broker, investment banker, agent, or other person, except for the
Buyer, who may be entitled to any commission or compensation in connection with
the sale of Purchased Mortgage Loans pursuant to this Repurchase
Agreement.


	Financial Statements.  The Seller has heretofore
furnished to the Buyer a copy of its (a) consolidated balance sheet and the
consolidated balance sheets of its consolidated Subsidiaries for the fiscal year
ended December 31, 2002 and the related consolidated statements of income and
retained earnings and of cash flows for the Seller and its consolidated
Subsidiaries for such fiscal year, setting forth in each case in comparative
form the figures for the previous year, with the opinion thereon of
PricewaterhouseCoopers LLP and (b) consolidated balance sheet and the
consolidated balance sheets of its consolidated Subsidiaries for the quarterly
fiscal period(s) of the Seller ended March, June and September 2003 and the
related consolidated statements of income and retained earnings and of cash
flows for the Seller and its consolidated Subsidiaries for such quarterly fiscal
period(s), setting forth in each case in comparative form the figures for the
previous year.  All such financial statements are complete and correct and
fairly present, in all material respects, the consolidated financial condition
of the Seller and its Subsidiaries and the consolidated results of their
operations as at such dates and for such fiscal periods, all in accordance with
GAAP applied on a consistent basis.  Since December 31, 2002, there has been no
material adverse change in the consolidated business, operations or financial
condition of the Seller and its consolidated Subsidiaries taken as a whole from
that set forth in said financial statements nor is the Seller aware of any state
of facts which (without notice or the lapse of time) would or could result in
any such material adverse change.  The Seller does not have, on the date of the
statements delivered pursuant to this section (the "Statement
Date"), any liabilities, direct or indirect, fixed or contingent,
matured or unmatured, known or unknown, or liabilities for taxes, long-term
leases or unusual forward or long-term commitments not disclosed by, or reserved
against in, said balance sheet and related statements, and at the present time
there are no material unrealized or anticipated losses from any loans, advances
or other commitments of the Seller except as heretofore disclosed to the Buyer
in writing.


	Organization, Etc. The Seller is a corporation
duly organized, validly existing and in good standing under the laws of
Delaware.  The Seller (a) has all requisite corporate or other power, and has
all governmental licenses, authorizations, consents and approvals necessary to
own its assets and carry on its business as now being or as proposed to be
conducted, except where the lack of such licenses, authorizations, consents and
approvals would not be reasonably likely to have a Material Adverse Effect; (b)
is qualified to do business and is in good standing in all other jurisdictions
in which the nature of the business conducted by it makes such qualification
necessary, except where failure so to qualify would not be reasonably likely
(either individually or in the aggregate) to have a Material Adverse Effect; and
(c) has full power and authority to execute, deliver and perform its obligations
under the Repurchase Documents.


	Authorization, Compliance, Etc.  The execution and
delivery of, and the performance by the Seller of its obligations under, the
Repurchase Documents to which it is a party (a) are within the Seller's powers,
(b) have been duly authorized by all requisite action, (c) do not violate any
provision of applicable law, rule or regulation, or any order, writ, injunction
or decree of any court or other Governmental Authority, or its organizational
documents, (d) do not violate any indenture, agreement, document or instrument
to which the Seller or any of its Subsidiaries is a party, or by which any of
them or any of their properties, any of the Repurchase Assets is bound or to
which any of them is subject and (e) are not in conflict with, do not result in
a breach of, or constitute (with due notice or lapse of time or both) a default
under, or except as may be provided by any Repurchase Document, result in the
creation or imposition of any Lien upon any of the property or assets of the
Seller or any of its Subsidiaries pursuant to, any such indenture, agreement,
document or instrument.  The Seller is not required to obtain any consent,
approval or authorization from, or to file any declaration or statement with,
any Governmental Authority in connection with or as a condition to the
consummation of the Transactions contemplated herein and the execution, delivery
or performance of the Repurchase Documents to which it is a party.


	Litigation. There are no actions, suits,
arbitrations, investigations (including, without limitation, any of the
foregoing which are pending or threatened) or other legal or arbitrable
proceedings affecting the Seller or any of its Subsidiaries or affecting any of
the Repurchase Assets or any of the other properties of the Seller before any
Governmental Authority which (i) questions or challenges the validity or
enforceability of the Repurchase Documents or any action to be taken in
connection with the transactions contemplated hereby, (ii) makes a claim or
claims in an aggregate amount greater than $100,000, (iii) individually or in
the aggregate, if adversely determined, would have a Material Adverse Effect, or
(iv) requires filing with the SEC in accordance with its regulations.


	Purchased Mortgage Loans.



	The Seller has not assigned, pledged, or otherwise
conveyed or encumbered any Purchased Mortgage Loan to any other Person, and
immediately prior to the sale of such Mortgage Loan to the Buyer, the Seller was
the sole owner of such Purchased Mortgage Loan and had good and marketable title
thereto, free and clear of all Liens, in each case except for Liens to be
released simultaneously with the sale to the Buyer hereunder.


	The provisions of this Repurchase Agreement are effective
to either constitute a sale of Repurchase Assets to the Buyer or to create in
favor of the Buyer a valid security interest in all right, title and interest of
the Seller in, to and under the Repurchase Assets.


	Chief Executive Office/Jurisdiction of
Organization.  On the Effective Date, the Seller's chief executive office
is, and has been, located at 6230 Stoneridge Mall Road, Pleasanton, CA  94588.
The Seller's jurisdiction of organization is Delaware.


	Location of Books and Records.  The location where
the Seller keeps its books and records, including all computer tapes and records
related to the Repurchase Assets is its chief executive office.


	Filing and Payment of Taxes. The Seller has and
its Subsidiaries have filed on a timely basis all federal, state and local tax
and information returns, reports and any other information statements or
schedules that are required to be filed by or in respect of them and have paid
all taxes due pursuant to such returns, reports or other information statements
or schedules or pursuant to any assessment received by them, except for any such
taxes as are being appropriately contested in good faith by appropriate
proceedings diligently conducted and with respect to which adequate reserves
have been provided.  The charges, accruals and reserves on the books of the
Seller and its Subsidiaries in respect of taxes and other governmental charges
are, in the opinion of the Seller, adequate.


	Enforceability.  This Repurchase Agreement and all
of the other Repurchase Documents executed and delivered by the Seller in
connection herewith are legal, valid and binding obligations of the Seller and
are enforceable against the Seller in accordance with their terms except as such
enforceability may be limited by (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors
rights generally and (ii) general principles of equity.


	Ability to Perform.  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 the Repurchase Documents to which it is a party on
its part to be performed


	Material Adverse Effect.  Since December 31, 2002,
there has been no development or event nor, to the Seller's knowledge, any
prospective development or event, which has had or could have a Material Adverse
Effect.


	No Default.  No Default or Event of Default has
occurred and is continuing.


	Underwriting Guidelines.  The Underwriting
Guidelines provided to Buyer are the true and correct Underwriting Guidelines of
the Seller.


	Adverse Selection.  The Seller has not selected
the Purchased Mortgage Loans in a manner so as to adversely affect Buyer's
interests.


	Tangible Net Worth.  On the initial Purchase Date,
the Tangible Net Worth of the Seller is not less than $40,000,000.


	Indebtedness.  The Seller does not have any
Indebtedness, except as disclosed on Schedule 2 to this Repurchase
Agreement.


	Accurate and Complete Disclosure. The information,
reports, financial statements, exhibits and schedules furnished in writing by or
on behalf of the Seller to the Buyer in connection with the negotiation,
preparation or delivery of this Repurchase Agreement and the other Repurchase
Documents or included herein or therein or delivered pursuant hereto or thereto,
when taken as a whole, do not contain any untrue statement of material fact or
omit to state any material fact necessary to make the statements herein or
therein, in light of the circumstances under which they were made, not
misleading.  All written information furnished after the date hereof by or on
behalf of the Seller to the Buyer in connection with this Repurchase Agreement
and the other Repurchase Documents and the transactions contemplated hereby and
thereby will be true, complete and accurate in every material respect, or (in
the case of projections) based on reasonable estimates, on the date as of which
such information is stated or certified.  There is no fact known to the Seller,
after due inquiry, that could reasonably be expected to have a Material Adverse
Effect that has not been disclosed herein, in the other Repurchase Documents or
in a report, financial statement, exhibit, schedule, disclosure letter or other
writing furnished to the Buyer for use in connection with the transactions
contemplated hereby or thereby.


	Margin Regulations.  The use of all funds acquired
by the Seller under this Repurchase Agreement will not conflict with or
contravene any of Regulations T, U or X promulgated by the Board of Governors of
the Federal Reserve System as the same may from time to time be amended,
supplemented or otherwise modified.


	Investment Company.  Neither Seller nor any of its
Subsidiaries is an "investment company" or a company
"controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.


	Solvency.  As of the date hereof and immediately
after giving effect to each Transaction, the fair value of the assets of the
Seller is greater than the fair value of the liabilities (including, without
limitation, contingent liabilities if and to the extent required to be recorded
as a liability on the financial statements of the Seller in accordance with
GAAP) of the Seller and the Seller is solvent and, after giving effect to the
transactions contemplated by this Repurchase Agreement and the other Repurchase
Documents, will not be rendered insolvent or left with an unreasonably small
amount of capital with which to conduct its business and perform its
obligations.  The Seller does not intend to incur, nor does it believe that it
has incurred, debts beyond its ability to pay such debts as they mature.  The
Seller is not contemplating the commencement of an insolvency, bankruptcy,
liquidation, or consolidation proceeding or the appointment of a receiver,
liquidator, conservator, trustee, or similar official in respect of itself or
any of its property.


	ERISA. 



	No liability under Section 4062, 4063, 4064 or 4069 of
ERISA has been or is expected by the Seller to be incurred by the Seller or any
ERISA Affiliate thereof with respect to any Plan which is a Single-Employer Plan
in an amount that could reasonably be expected to have a Material Adverse
Effect.


	No Plan of the Seller which is a Single-Employer Plan had
an accumulated funding deficiency, whether or not waived, as of the last day of
the most recent fiscal year of such Plan ended prior to the date hereof.
Neither the Seller nor any ERISA Affiliate thereof is (i) required to give
security to any Plan which is a Single-Employer Plan pursuant to Section 401(a)
(29) of the Code or Section 307 of ERISA, or (ii) subject to a Lien in favor of
such a Plan under Section 302(f) of ERISA.


	Each Plan of the Seller, each of its Subsidiaries and
each of its ERISA Affiliates is in compliance in all material respects with the
applicable provisions of ERISA and the Code, except where the failure to comply
would not result in any Material Adverse Effect.


	Neither the Seller nor any of its Subsidiaries has
incurred a tax liability under Section 4975 of the Code or a penalty under
Section 502(i) of ERISA in respect of any Plan which has not been paid in full,
except where the incurrence of such tax or penalty would not result in a
Material Adverse Effect.


	Neither the Seller nor any of its Subsidiaries or any
ERISA Affiliate thereof has incurred or reasonably expects to incur any
withdrawal liability under Section 4201 of ERISA as a result of a complete or
partial withdrawal from a Multiemployer Plan which will result in withdrawal
liability to the Seller, any of its Subsidiaries or any ERISA Affiliate thereof
in an amount that could reasonably be expected to have a Material Adverse
Effect.


	Agency Approvals. The Seller is HUD/FHA Mortgagee
with a Title II approval and a VA Prior Approval Lender.  The Seller is also
approved by Fannie Mae as an approved lender and Freddie Mac as an approved
seller/servicer.  In each such case, the Seller is in good standing, with no
event having occurred or the Seller having any reason whatsoever to believe or
suspect will occur prior to the issuance of the consummation of the related
Takeout Commitment, as the case may be, including, without limitation, a change
in insurance coverage which would either make the Seller unable to comply with
the eligibility requirements for maintaining all such applicable approvals or
require notification to the relevant Agency or to the Department of Housing and
Urban Development, FHA or VA.  The Seller has adequate financial standing,
servicing facilities, procedures and experienced personnel necessary for the
sound servicing of mortgage loans of the same types as may from time to time
constitute Mortgage Loans and in accordance with Accepted Servicing
Practices.


	Mortgage Loan Schedule.  The information set forth
in the related Mortgage Loan Schedule and all other information or data
furnished by, or on behalf of, Seller to Buyer is complete, true and correct in
all material respects, and Seller acknowledges that Buyer has not verified the
accuracy of such information or data.


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


	Plan Assets.  The Seller is not an employee
benefit plan as defined in Section 3 of  Title I of ERISA, or a plan described
in Section 4975(e)(1) of the Code, and the Purchased Mortgage Loans are not
"plan assets" within the meaning of 29 CFR  2510.3-101 in the Seller's
hands.

Section 12.   
       COVENANTS 

On and as of the date of this Repurchase Agreement and
each Purchase Date and until this Repurchase Agreement is no longer in force
with respect to any Transaction, the Seller covenants as follows:




	Preservation of Existence; Compliance with Law.
The Seller shall:



	Preserve and maintain its legal existence and all of its
material rights, privileges, licenses and franchises necessary for the operation
of its business; 


	Comply with the requirements of all applicable laws,
rules, regulations and orders, whether now in effect or hereafter enacted or
promulgated by any applicable Governmental Authority (including, without
limitation, all environmental laws); 


	Maintain all licenses, permits or other approvals
necessary for the Seller to conduct its business and to perform its obligations
under the Repurchase Documents, and shall conduct its business strictly in
accordance with applicable law;


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


	Permit representatives of the Buyer, upon reasonable
notice (unless an Event of Default shall have occurred and is continuing, in
which case, no prior notice shall be required), during normal business hours, to
examine, copy and make extracts from its books and records, to inspect any of
its Properties, and to discuss its business and affairs with its officers, all
to the extent reasonably requested by the Buyer, subject to the provisions set
forth in Section 27 hereof.


	Taxes, Etc.  



	The Seller shall pay and discharge or cause to be paid
and discharged, when due, or adequately reserve for the payment of, all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income and profits or upon any of its property, real, personal or mixed
(including without limitation, the Repurchase Assets) or upon any part thereof,
as well as any other lawful claims which, if unpaid, might become a Lien upon
such properties or any part thereof, except for any such taxes as are
appropriately contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves are provided.


	The Seller shall file on a timely basis all federal,
state and local tax and information returns, reports and any other information
statements or schedules required to be filed by or in respect of it and pay all
taxes due pursuant to such returns, reports and other information statements or
schedules or pursuant to any assessment received by it.


	Notice of Proceedings or Adverse Change.  The
Seller shall give notice to the Buyer immediately after a Responsible Officer of
the Seller has any knowledge of:



	the occurrence of any Default or Event of Default or
Termination Event;


	any (a) default or event of default under any
Indebtedness of the Seller or (b) litigation, investigation, regulatory action
or proceeding that is pending or threatened by or against the Seller in any
federal or state court or before any Governmental Authority which, if not cured
or if adversely determined, would reasonably be expected to have a Material
Adverse Effect or constitute a Default or Event of Default, and (c) any Material
Adverse Effect with respect to the Seller;


	any litigation or proceeding that is pending or
threatened against (a) the Seller in which the amount involved exceeds $100,000
and is not covered by insurance, in which injunctive or similar relief is
sought, or which, would reasonably be expected to have a Material Adverse Effect
and (b) any litigation or proceeding that is pending or threatened in connection
with any of the Repurchase Assets, which, if adversely determined, would
reasonably be expected to have a Material Adverse Effect; 


	and, as soon as reasonably possible, notice of any of the
following events:



	a change in the insurance coverage of the Seller, with a
copy of evidence of same attached;


	any material change in accounting policies or financial
reporting practices of the Seller;


	promptly upon receipt of notice or knowledge of any Lien
or security interest (other than security interests created hereby or under any
other Repurchase Document) on, or claim asserted against, any of the Repurchase
Assets; and


	any other event, circumstance or condition that has
resulted, or has a possibility of resulting, in a Material Adverse Effect;
and


	Promptly, but no later than two (2) Business Days after
the Seller receives any of the same, deliver to the Buyer a true, complete, and
correct copy of any schedule, report, notice, or any other document delivered to
the Seller by any Person pursuant to, or in connection with, any of the
Repurchase Assets.


	Financial Reporting.  The Seller shall maintain a
system of accounting established and administered in accordance with GAAP, and
furnish to the Buyer:



	Within one hundred twenty (120) days after the close of
each fiscal year, Financial Statements, including a statement of income and
changes in shareholders' equity of the Seller for such year, and the related
balance sheet as at the end of such year, all in reasonable detail and
accompanied by an opinion of an accounting firm as to said financial
statements;


	Within sixty (60) days after the close of each of the
Seller's first three fiscal quarters in each fiscal year unaudited balance
sheets and income statements, for the period from the beginning of such fiscal
quarter to the end of such fiscal quarter, subject, however, to year end
adjustments;


	Within thirty (30) days after the end of each calendar
month, the unaudited balance sheets of the Seller as at the end of such period
and the related unaudited consolidated statements of income and retained
earnings and of cash flows for the Seller for such period and the portion of the
fiscal year through the end of such period, subject, however, to year end
adjustments;


	Simultaneously with the furnishing of each of the
Financial Statements to be delivered pursuant to subsection (ii) above, or
monthly upon Buyer's request, a certificate in the form of Exhibit VIII
hereto and certified by an executive officer of the Seller;


	If applicable, copies of any 10-Ks and 10-Qs, and upon
Buyer's request, any registration statements and other "corporate
finance" SEC filings (other than 8-Ks) by the Seller, within 5 Business
Days of their filing with the SEC; provided, that, the Seller or any Affiliate
will provide the Buyer with a copy of the annual 10-K filed with the SEC by the
Seller or its Affiliates, no later than 90 days after the end of the year;
and


	Promptly, from time to time, such other information
regarding the business affairs, operations and financial condition of the Seller
as the Buyer may reasonably request.


	Visitation and Inspection Rights.  Subject to the
provisions of Section 27, the Seller shall permit the Buyer to inspect, and to
discuss with the Seller's officers, agents and auditors, the affairs, finances,
and accounts of the Seller, the Repurchase Assets, and the Seller's books and
records, and to make abstracts or reproductions thereof and to duplicate, reduce
to hard copy or otherwise use any and all computer or electronically stored
information or data, in each case, (i) during normal business hours, (ii) upon
reasonable notice (provided, that upon the occurrence of an Event of Default, no
notice shall be required), and (iii) at the expense of the Seller to discuss
with its officers, its affairs, finances, and accounts.


	Reimbursement of Expenses.  On the date of
execution of this Repurchase Agreement, the Seller shall reimburse the Buyer for
all expenses relating to this Repurchase Agreement incurred by the Buyer on or
prior to such date.  From and after such date, the Seller shall promptly
reimburse the Buyer for all expenses of effectuating this Repurchase Agreement
as the same are incurred by the Buyer and within thirty (30) days of the receipt
of invoices therefor.


	Further Assurances.  The Seller shall execute and
deliver to the Buyer all further documents, financing statements, agreements and
instruments, and take all further action that may be required under applicable
law, or that the Buyer may reasonably request, in order to effectuate the
transactions contemplated by this Repurchase Agreement and the Repurchase
Documents or, without limiting any of the foregoing, to grant, preserve, protect
and perfect the validity and first-priority of the security interests created or
intended to be created hereby.  The Seller shall do all things necessary to
preserve the Repurchase Assets so that they remain subject to a first priority
perfected security interest hereunder.  Without limiting the foregoing, the
Seller will comply with all rules, regulations, and other laws of any
Governmental Authority and cause the Repurchase Assets to comply with all
applicable rules, regulations and other laws.  The Seller will not allow any
default for which the Seller is responsible to occur under any Repurchase Assets
or any Repurchase Document and the Seller shall fully perform or cause to be
performed when due all of its obligations under any Repurchase Assets or the
Repurchase Documents.


	True and Correct Information.  All information,
reports, exhibits, schedules, financial statements or certificates of Seller or
any of its Affiliates thereof or any of their officers furnished to Buyer
hereunder and during Buyer's diligence of the Seller are and will be true and
complete and do not omit to disclose any material facts necessary to make the
statements therein or therein, in light of the circumstances in which they are
made, not misleading.  All required financial statements, information and
reports delivered by the Seller to the Buyer pursuant to this Repurchase
Agreement shall be prepared in accordance with GAAP, or in applicable, to SEC
filings, the appropriate SEC accounting requirements.


	ERISA Events. 



	Promptly upon becoming aware of the occurrence of any
Event of Termination which together with all other Events of Termination
occurring within the prior 12 months involve a payment of money by or a
potential aggregate liability of the Seller or any ERISA Affiliate thereof or
any combination of such entities in excess of $100,000 the Seller shall give the
Buyer a written notice specifying the nature thereof, what action the Seller or
any ERISA Affiliate thereof has taken and, when known, any action taken or
threatened by the Internal Revenue Service, the Department of Labor or the PBGC
with respect thereto;


	Promptly upon receipt thereof, the Seller shall furnish
to the Buyer copies of (i) all notices received by the Seller or any ERISA
Affiliate thereof of the PBGC's intent to terminate any Plan or to have a
trustee appointed to administer any Plan; (ii) all notices received by the
Seller or any ERISA Affiliate thereof from the sponsor of a Multiemployer Plan
pursuant to Section 4202 of ERISA involving a withdrawal liability in excess of
$100,000; and (iii) all funding waiver requests filed by the Seller or any ERISA
Affiliate thereof with the Internal Revenue Service with respect to any Plan,
the accrued benefits of which exceed the present value of the plan assets as of
the date the waiver request is filed by more than $100,000, and all
communications received by the Seller or any ERISA Affiliate thereof from the
Internal Revenue Service with respect to any such funding waiver
request.


	Financial Condition Covenants.



	Maintenance of Tangible Net Worth.  (A) Seller
shall maintain a Tangible Net Worth of not less than $40,000,000 and (B) Seller
shall maintain a Tangible Net Worth at the end of any calendar quarter of not
less than 80% of its Tangible Net Worth at the beginning of the preceding
calendar quarter.  For example, Seller shall maintain a Tangible Net Worth on
June 30 of not less than 80% of its Tangible Net Worth on January
1st.


	Maintenance of Ratio of Indebtedness to Tangible Net
Worth. The Seller shall maintain the ratio of Indebtedness to Tangible Net
Worth no greater than 12:1.


	Maintenance of Liquidity.  The Seller shall ensure
that, as of the end of each calendar month, it has Cash Equivalents in an amount
not less than $12,500,000.


	Hedging. If requested by the Buyer in writing, the
Seller shall have entered into Interest Rate Protection Agreements, in an amount
in accordance with the Buyer's written request, with Buyer or any Affiliate,
having terms with respect to protection against fluctuations in interest rates
reasonably acceptable to the Buyer.


	No Adverse Selection.  The Seller shall not select
Eligible Mortgage Loans to be sold to Buyer as Purchased Mortgage Loans using
any type of adverse selection or other selection criteria which would adversely
affect the Buyer.


	Mortgage Loan Schedule.  On the Friday of each
calendar week (or if such date is not a Business Day, the next preceding
Business Day), or with such greater frequency as requested by Buyer, the Seller
shall provide to Buyer, electronically, in a format mutually acceptable to
Buyer, a Mortgage Loan Schedule.  The Seller shall not cause the Purchased
Mortgage Loans to be serviced by any servicer other than a servicer expressly
approved in writing by Buyer, which approval shall be deemed granted by Buyer
with respect to the Seller with the execution of this Repurchase
Agreement.


	Insurance.  The Seller shall continue to maintain
insurance coverage with respect to employee dishonesty, forgery or alteration,
theft, disappearance and destruction, robbery and safe burglary, property (other
than money and securities) and computer fraud in an aggregate amount at least
equal to $5,000,000.  The Seller shall maintain a fidelity bond in respect of
its officers, employees and agents, with respect to any claims made in
connection with all or any portion of the Repurchase Assets.  The Seller shall
notify the Buyer of any material change in the terms of any such fidelity bond
or insurance policy.


	Books and Records.  The Seller shall, to the
extent practicable, maintain and implement administrative and operating
procedures (including, without limitation, an ability to recreate records
evidencing the Repurchase Assets in the event of the destruction of the
originals thereof), and keep and maintain or obtain, as and when required, all
documents, books, records and other information reasonably necessary or
advisable for the collection of all Repurchase Assets.


	Security Interest.  The Seller shall do all things
necessary to preserve the Repurchase Assets so that they remains subject to a
first priority perfected security interest hereunder.  Without limiting the
foregoing, the Seller will comply with all rules, regulations and other laws of
any Governmental Authority and cause the Repurchase Assets to comply with all
applicable rules, regulations and other laws.  The Seller will not allow any
default for which the Seller is responsible to occur under any Repurchase Assets
or any Repurchase Documents and the Seller shall fully perform or cause to be
performed when due all of its obligations under any Repurchase Assets or the
Repurchase Documents.


	Illegal Activities. 
The Seller shall not engage in any conduct or activity that could subject its
assets to forfeiture or seizure.


	Material Change in Business.
 The Seller shall not make any material change in the nature of its
business as carried on at the date hereof.


	Limitation on Dividends and Distributions.  The Seller shall not make any payment on account of, or
set apart assets for, a sinking or other analogous fund for the purchase,
redemption, defeasance, retirement or other acquisition of any equity interest
of the Seller, whether now or hereafter outstanding, or make any other
distribution in respect of any of the foregoing or to any shareholder or equity
owner of the Seller, either directly or indirectly, whether in cash or property
or in obligations of the Seller or any of the Seller's consolidated Subsidiaries
in any calendar year; in excess of 50% of the net income of the Seller for such
calendar year (determined in accordance with GAAP); provided that no such
dividends or other distributions may be made at any time following the
occurrence and during the continuation of an Event of Default.


	Disposition of Assets; Liens.  The Seller shall
not create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge
or other encumbrance of any nature whatsoever on any of the Repurchase Assets,
whether real, personal or mixed, now or hereafter owned, other than the Liens created in connection with the
transactions contemplated by this Repurchase Agreement; nor shall the Seller cause any of the Purchased Mortgage Loans to be sold,
pledged, assigned or transferred.


	Transactions with Affiliates.  The Seller shall not enter into any transaction,
including, without limitation, the purchase, sale, lease or exchange of property
or assets or the rendering or accepting of any service with any Affiliate,
unless such transaction is (a) not otherwise prohibited in this Repurchase
Agreement, (b) in the ordinary course of the Seller's business and (c) upon fair
and reasonable terms no less favorable to the Seller, as the case may be, than
it would obtain in a comparable arm's length transaction with a Person which is
not an Affiliate.


	ERISA Matters.  



	The Seller shall not permit any event or condition which
is described in any of clauses (i) through (vii) of the definition of
"Event of Termination" to occur or exist with respect to any Plan or
Multiemployer Plan if such event or condition, together with all other events or
conditions described in the definition of Event of Termination occurring within
the prior 12 months, involves the payment of money by or an incurrence of
liability of the Seller or any ERISA Affiliate thereof, or any combination of
such entities in an amount in excess of $100,000.


	The Seller shall not be an employee benefit plan as
defined in Section 3 of Title I of ERISA, or a plan described in Section
4975(e)(1) of the Code and (b) the Seller shall not use "plan assets"
within the meaning of 29 CFR  2510.3-101 to engage in this Repurchase Agreement
or the Transactions hereunder.


	Consolidations, Mergers and
Sales of Assets.  The Seller shall not (i)
consolidate or merge with or into any other Person or (ii) sell, lease or
otherwise transfer all or substantially all of its assets to any other Person;
provided that the Seller may merge or consolidate with another Person if
the Seller is the Person surviving such merger.


	Mortgage Loan Reports.  The Seller will furnish to
Buyer monthly electronic Mortgage Loan performance data, including, without
limitation, delinquency reports, pool analytic reports and static pool reports
(i.e., delinquency, foreclosure and net charge-off reports) and monthly
stratification reports summarizing the characteristics of the Mortgage
Loans.


	Agency Approvals; Servicing.  The Seller shall
maintain its status with Fannie Mae as an approved lender and Freddie Mac as an
approved seller/servicer, in each case in good standing (each such approval, an
"Agency Approval").  The Seller shall service all Purchased
Mortgage Loans which are subject to an Agency Takeout Commitment in accordance
with the applicable Agency guide.  Should the Seller, for any reason, cease to
possess all such applicable Agency Approvals to the extent necessary, or should
notification to the relevant Agency Approval or to HUD, FHA or VA be required,
the Seller shall so notify Buyer immediately in writing.  Notwithstanding the
preceding sentence, the Seller shall take all necessary action to maintain all
of its applicable Agency Approvals at all times during the term of this
Repurchase Agreement and each outstanding Transaction.


	Guarantees.  The Seller shall not create, incur,
assume or suffer to exist any Guarantees, except (i) to the extent reflected in
the Seller's financial statements or notes thereto and (ii) to the extent the
aggregate Guarantees of the Seller do not exceed $2,500,000.


	Takeout Payments.  With respect to each Mortgage
Loan subject to a Takeout Commitment, the Seller shall arrange that all payments
under the related Takeout Commitment shall be paid directly to the Buyer at the
account set forth in Section 9 hereof, or to an account approved by the Buyer in
writing prior to such payment.  With respect to any Agency Takeout Commitment,
if applicable, (1) with respect to the wire transfer instructions as set forth
in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse
Delivery) such wire transfer instructions are identical to Buyer's wire
instructions or the Buyer has approved such wire transfer instructions in
writing in its sole discretion, or (2) the Payee Number set forth on Fannie Mae
Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan
Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as
applicable, is identical to the Payee Number that has been identified by Buyer
in writing as Buyer's Payee Number or the Buyer has approved the related Payee
Number in writing in its sole discretion; With respect to any Takeout Commitment
with an Agency for which the Agency is swapping the related Mortgage Loans for a
mortgage backed security, the applicable Agency documents list Buyer as sole
subscriber.


	Underwriting Guidelines.  Without the prior
written consent of Buyer, the Seller shall not amend or otherwise modify the
Underwriting Guidelines in a material manner.  Without limiting the foregoing,
in the event that the Seller makes any material amendment or modification to the
Underwriting Guidelines, the Seller shall promptly deliver to Buyer a complete
copy of the amended or modified Underwriting Guidelines.

Section 13.   
       EVENTS OF DEFAULT



Section 13.01   
                           Events of Default.  If any of the following
events (each an "Event of Default") occur, the Seller and Buyer
shall have the rights set forth in Section 14, as applicable: 



	the Seller shall default in the payment of (i) any
amount payable by it hereunder or under any other Repurchase Document,
(ii) Expenses or (iii) any other Obligations, when the same shall
become due and payable, whether at the due date thereof, or by acceleration or
otherwise; or 


	the failure of the Seller to perform, comply with or
observe any term, covenant or agreement applicable to the Seller contained in
Sections 12(a)(i), (h), (j), (n), (r), (s), (t), (u), (v), (w), (x), (y), (z),
(aa) or (bb); or


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


	the Seller shall fail to observe or perform any other
covenant or agreement contained in this Repurchase Agreement (and not identified
in clause (b) of Section 13.01) or any other Repurchase Document, and if such
default shall be capable of being remedied, and such failure to observe or
perform shall continue unremedied for a period of two (2) Business Days;
or


	a judgment or judgments for the payment of money in
excess of $100,000 in the aggregate shall be rendered against the Seller or any
of its Affiliates by one or more courts, administrative tribunals or other
bodies having jurisdiction and the same shall not be satisfied, discharged (or
provision shall not be made for such discharge) or bonded, or a stay of
execution thereof shall not be procured, within 30 days from the date of
entry thereof, and the Seller or any such Affiliate shall not, within said
period of 30 days, or such longer period during which execution of the same
shall have been stayed or bonded, appeal therefrom and cause the execution
thereof to be stayed during such appeal; or 


	any "event of default" or any other default
which permits a demand for, or requires, the early repayment of obligations due
by the Seller or its Affiliates under (i) any agreement (after the expiration of
any applicable grace period under any such agreement) relating to any
Indebtedness of the Seller or any Affiliate, as applicable, to which the Buyer
or any Affiliate is a party or (ii) any agreement (after the expiration of any
applicable grace period under any such agreement) relating to any Indebtedness
of the Seller or any Affiliate, as applicable; or


	an Event of Insolvency shall have occurred with respect
to the Seller; or 


	for any reason, this Repurchase Agreement at any time
shall not be in full force and effect in all material respects or shall not be
enforceable in all material respects in accordance with its terms, or any Lien
granted pursuant thereto shall fail to be perfected and of first priority, or
any Person (other than Buyer) shall contest the validity, enforceability,
perfection or priority of any Lien granted pursuant thereto, or any party
thereto (other than Buyer) shall seek to disaffirm, terminate, limit or reduce
its obligations hereunder; or


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


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


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


	Seller's audited annual financial statements or the notes
thereto or other opinions or conclusions stated therein shall be qualified or
limited by reference to the status of Seller as a "going concern" or a
reference of similar import.

Section 13.02     Termination Event.




	If the following event (a
"Termination Event") occurs, the Buyer shall have the rights
set forth in Section 13.02(b):



	The senior debt obligations or short-term debt
obligations of Merrill Lynch & Co., Inc. shall be rated below the four
highest generic grades (without regard to any pluses and minuses reflecting
gradations within such generic grades) by any nationally recognized statistical
rating organization.


	A Change in Control of the Seller shall have
occurred.


	any change or development involving a prospective change
in taxation or other applicable law or regulation or interpretation thereof in
the United States directly affecting the Purchased Mortgage Loans or the
consequences of Buyer owning, or holding a security interest in, the Purchased
Mortgage Loans; the imposition of exchange controls by the United States, that
directly affects the Purchased Mortgage Loans or the consequences of Buyer
owning, or holding a security interest in, the Purchased Mortgage Loans; or the
imposition of exchange controls by the United States, that directly affects the
financial markets of the United States, and makes it, in the sole judgment of
Buyer, inadvisable or impracticable to enter into Transactions with the Mortgage
Loans.


	The Seller shall repurchase any Purchased Mortgage Loans
subject to a Transaction hereunder within 60 days following receipt of a request
therefor from Buyer following the occurrence of a Termination
Event.

Section 14.   
       REMEDIES




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



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


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



	the Seller's obligations in such Transactions to
repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the
Repurchase Date determined in accordance with subsection (a)(i) of this
Section, (1) shall thereupon become immediately due and payable and
(2) all Income paid after such exercise or deemed exercise shall be
retained by the Buyer and applied to the aggregate unpaid Repurchase Price and
any other amounts owed by the Seller hereunder;


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


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


	Upon the occurrence of one or more Events of Default, the
Buyer shall have the right to obtain physical possession of all files of the
Seller relating to the Purchased Mortgage Loans and the Repurchase Assets and
all documents relating to the Purchased Mortgage Loans which are then or may
thereafter come in to the possession of the Seller or any third party acting for
the Seller and the Seller shall deliver to the Buyer such assignments as the
Buyer shall request.  The Buyer shall be entitled to specific performance of all
agreements of the Seller contained in the Repurchase Documents.


	At any time on the Business Day following notice to the
Seller (which notice may be the notice given under subsection (a)(i) of
this Section), in the event the Seller has not repurchased all Purchased
Mortgage Loans, the Buyer may (A) immediately sell, without demand or
further notice of any kind, at a public or private sale and at such price or
prices as the Buyer may deem satisfactory any or all Purchased Mortgage Loans
and the Repurchase Assets subject to a such Transactions hereunder and apply the
proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts
owing by the Seller hereunder or (B) in its sole discretion elect, in lieu
of selling all or a portion of such Purchased Mortgage Loans, to give the Seller
credit for such Purchased Mortgage Loans and the Repurchase Assets in an amount
equal to the Market Value of the Purchased Mortgage Loans against the aggregate
unpaid Repurchase Price and any other amounts owing by the Seller hereunder.
The proceeds of any disposition of Purchased Mortgage Loans and the Repurchase
Assets shall be applied first to the costs and expenses incurred by the Buyer in
connection with the Seller's default; second to costs of cover and/or related
Interest Rate Protection Agreements; third to the Repurchase Price; and fourth
to any other outstanding obligation of the Seller to the Buyer or its
Affiliates.


	The Seller shall be liable to Buyer for (i) the
amount of all reasonable legal or other expenses (including, without limitation,
all costs and expenses of Buyer in connection with the enforcement of this
Repurchase Agreement or any other agreement evidencing a Transaction, whether in
action, suit or litigation or bankruptcy, insolvency or other similar proceeding
affecting  creditors' rights generally, further including, without limitation,
the reasonable fees and expenses of counsel incurred in connection with or as a
result of an Event of Default, (ii) damages in an amount equal to the cost
(including all fees, expenses and commissions) of entering into replacement
transactions and entering into or terminating Interest Rate Protection Agreement
in connection with or as a result of an Event of Default, and (iii) any
other loss, damage, cost or expense directly arising or resulting from the
occurrence of an Event of Default in respect of a Transaction.


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


	Buyer may exercise one or more of the remedies available
to Buyer immediately upon the occurrence of an Event of Default and at any time
thereafter without notice to the Seller.  All rights and remedies arising under
this Repurchase Agreement as amended from time to time hereunder are cumulative
and not exclusive of any other rights or remedies which Buyer may have.


	Buyer may enforce its rights and remedies hereunder
without prior judicial process or hearing, and the Seller hereby expressly
waives any defenses the Seller might otherwise have to require Buyer to enforce
its rights by judicial process.  The Seller also waives any defense (other than
a defense of payment or performance) the Seller might otherwise have arising
from the use of nonjudicial process, enforcement and sale of all or any portion
of the Repurchase Assets, or from any other election of remedies.  The Seller
recognizes that nonjudicial remedies are consistent with the usages of the
trade, are responsive to commercial necessity and are the result of a bargain at
arm's length.


	To the extent permitted by applicable law, the Seller
shall be liable to the Buyer for interest on any amounts owing by the Seller
hereunder, from the date the Seller becomes liable for such amounts hereunder
until such amounts are (i) paid in full by the Seller or
(ii) satisfied in full by the exercise of the Buyer's rights hereunder.
Interest on any sum payable by the Seller to the Buyer under this
paragraph 14(d) shall be at a rate equal to the Post-Default
Rate.

Section 15.   
       INDEMNIFICATION AND EXPENSES;
RECOURSE




	The Seller agrees to hold the Buyer, and its
Affiliates and their officers, directors, employees, agents and advisors (each
an "Indemnified Party") harmless from and indemnify any
Indemnified Party against all liabilities, losses, damages, judgments, costs and
expenses of any kind which may be imposed on, incurred by or asserted against
such Indemnified Party (collectively, "Costs"), relating to or
arising out of this Repurchase Agreement, any other Repurchase Document or any
transaction contemplated hereby or thereby, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Repurchase Agreement, any other Repurchase Document or any transaction
contemplated hereby or thereby, that, in each case, results from anything other
than the Indemnified Party's gross negligence or willful misconduct.  Without
limiting the generality of the foregoing, the Seller agrees to hold any
Indemnified Party harmless from and indemnify such Indemnified Party against all
Costs with respect to all Purchased Mortgage Loans relating to or arising out of
any taxes incurred or assessed in connection with the ownership of the Purchased
Mortgage Loans, that, in each case, results from anything other than the
Indemnified Party's gross negligence or willful misconduct.  In any suit,
proceeding or action brought by an Indemnified Party in connection with any
Purchased Mortgage Loan for any sum owing thereunder, or to enforce any
provisions of any Purchased Mortgage Loan, the Seller will save, indemnify and
hold such Indemnified Party harmless from and against all expense, loss or
damage suffered by reason of any defense, set-off, counterclaim, recoupment or
reduction or liability whatsoever of the account debtor or obligor thereunder,
arising out of a breach by the Seller of any obligation thereunder or arising
out of any other agreement, indebtedness or liability at any time owing to or in
favor of such account debtor or obligor or its successors from the Seller.  The
Seller also agrees to reimburse an Indemnified Party as and when billed by such
Indemnified Party for all the Indemnified Party's costs and expenses incurred in
connection with the enforcement or the preservation of the Buyer's rights under
this Repurchase Agreement, any other Repurchase Document or any transaction
contemplated hereby or thereby, including without limitation the reasonable fees
and disbursements of its counsel.


	The Seller agrees to pay as and when billed by the Buyer
all of the out-of-pocket costs and expenses incurred by the Buyer in connection
with the development, preparation and execution of, and any amendment,
supplement or modification to, this Repurchase Agreement, any other Repurchase
Document or any other documents prepared in connection herewith or therewith.
The Seller agrees to pay as and when billed by the Buyer all of the reasonable
out-of-pocket costs and expenses incurred in connection with the consummation
and administration of the transactions contemplated hereby and thereby including
without limitation filing fees and all the reasonable fees, disbursements and
expenses of counsel to the Buyer which amount shall be deducted from the
Purchase Price paid for the first Transaction hereunder.  Subject to the
limitations set forth in Section 27 hereof, the Seller agrees to pay the
Buyer all the reasonable out of pocket due diligence, inspection, testing and
review costs and expenses incurred by the Buyer with respect to Purchased
Mortgage Loans submitted by the Seller for purchase under this Repurchase
Agreement, including, but not limited to, those out of pocket costs and expenses
incurred by the Buyer pursuant to Sections 15(b) and 27
hereof.


	The obligations of the Seller from time to time to pay
the Repurchase Price, the Periodic Advance Repurchase Payments, and all other
amounts due under this Repurchase Agreement shall be full recourse obligations
of the Seller.

Section 16.   
       Servicing




	The Sellers, on Buyer's behalf, shall contract with
Servicer to, or if a Seller is the Servicer, such Seller shall, service the
Mortgage Loans consistent with the degree of skill and care that such Seller
customarily requires with respect to similar Mortgage Loans owned or managed by
it and in accordance with Accepted Servicing Practices.  The Servicer shall
(i) comply with all applicable Federal, State and local laws and
regulations, (ii) maintain all state and federal licenses necessary for it
to perform its servicing responsibilities hereunder and (iii) not impair
the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder.
Buyer may terminate the servicing of any Purchased Mortgage Loan with the then
existing servicer in accordance with Section 16(e) hereof.


	The Seller shall cause the Servicer to hold or cause to
be held all escrow funds collected by the Seller with respect to any Purchased
Mortgage Loans in trust accounts and shall apply the same for the purposes for
which such funds were collected.  


	The Seller shall cause the Servicer to deposit all
collections received by the Seller on account of the Purchased Mortgage Loans in
the Collection Account no later than two Business Days following receipt.



	The Sellers shall provide promptly to Buyer (i) a
Servicer Notice addressed to and agreed to by the Servicer of the related
Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may
reasonably request, including, without limitation, recognition by the Servicer
of Buyer's interest in such Purchased Mortgage Loans and the Servicer's
agreement that upon receipt of notice of an Event of Default from Buyer, it will
follow the instructions of Buyer with respect to the Purchased Mortgage Loans
and any related Income with respect thereto.


	Upon the occurrence of a Default or Event of Default
hereunder or a material default under the Servicing Agreement, Buyer shall have
the right to immediately terminate the Servicer's right to service the Purchased
Mortgage Loans without payment of any penalty or termination fee.  The Seller
shall cooperate in transferring the servicing of the Purchased Mortgage Loans to
a successor servicer appointed by Buyer in its sole discretion.


	If the Seller should discover that, for any reason
whatsoever, any entity responsible to the Seller by contract for managing or
servicing any such Purchased Mortgage Loan has failed to perform fully the
Seller's obligations under the Repurchase Documents or any of the obligations of
such entities with respect to the Purchased Mortgage Loans, the Seller shall
promptly notify Buyer.

Section 17.   
        SINGLE AGREEMENT

Buyer and the Seller acknowledge that, and have entered
hereinto and will enter into each Transaction hereunder in consideration of and
in reliance upon the fact that, all Transactions hereunder constitute a single
business and contractual relationship and that each has been entered into in
consideration of the other Transactions.  Accordingly, each of Buyer and the
Seller agrees (i) to perform all of its obligations in respect of each
Transaction hereunder, and that a default in the performance of any such
obligations shall constitute a default by it in respect of all Transactions
hereunder, (ii) that each of them shall be entitled to set off claims and
apply property held by them in respect of any Transaction against obligations
owing to them in respect of any other Transaction hereunder; (iii) that
payments, deliveries, and other transfers made by either of them in respect of
any Transaction shall be deemed to have been made in consideration of payments,
deliveries, and other transfers in respect of any other Transactions hereunder,
and the obligations to make any such payments, deliveries, and other transfers
may be applied against each other and netted and (iv) to promptly provide
notice to the other after any such set off or application. 


Section 18.   
       Set-off

In addition to any rights and remedies of the Buyer
hereunder and by law, the Buyer shall have the right, without prior notice to
the Seller, any such notice being expressly waived by the Seller to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Seller hereunder (whether at the stated maturity, by acceleration or otherwise)
to set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Buyer or any Affiliate thereof to or for the credit or the
account of the Seller or any Affiliate thereof.  The Buyer agrees promptly to
notify the Seller after any such set-off and application made by the Buyer;
provided that the failure to give such notice shall not affect the validity of
such set-off and application.


Section 19.   
       NOTICES AND OTHER COMMUNICATIONS

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


Section 20.   
       ENTIRE AGREEMENT; SEVERABILITY

This Repurchase Agreement, together with the Repurchase
Documents, constitute the entire understanding between Buyer and the Seller with
respect to the subject matter they cover and shall supersede any existing
agreements between the parties containing general terms and conditions for
repurchase transactions involving Purchased Mortgage Loans.  By acceptance of
this Repurchase Agreement, Buyer and Seller acknowledge that they have not made,
and are not relying upon, any statements, representations, promises or
undertakings not contained in this Repurchase Agreement.  Each provision and
agreement herein shall be treated as separate and independent from any other
provision or agreement herein and shall be enforceable notwithstanding the
unenforceability of any such other provision or agreement.


Section 21.   
       NON-ASSIGNABILITY

The rights and obligations of the parties under this
Repurchase Agreement and under any Transaction shall not be assigned by the
Seller without the prior written consent of Buyer.  Subject to the foregoing,
this Repurchase Agreement and any Transactions shall be binding upon and shall
inure to the benefit of the parties and their respective successors and assigns.
Nothing in this Repurchase Agreement express or implied, shall give to any
Person, other than the parties to this Repurchase Agreement and their successors
hereunder, any benefit of any legal or equitable right, power, remedy or claim
under this Repurchase Agreement. Prior to the occurrence of an Event of Default,
Buyer may from time to time assign all or a portion of its rights and
obligations under this Repurchase Agreement and the Repurchase Documents to an
Affiliate of the Buyer without the prior consent of the Seller or to another
Person with the prior consent of Seller, which consent shall not be unreasonably
withheld or delayed; provided, however that Buyer shall maintain, for
review by the Seller upon written request, a register of assignees and a copy of
an executed assignment and acceptance by Buyer and assignee ("Assignment
and Acceptance"), specifying the percentage or portion of such rights
and obligations assigned.  Upon such assignment, (a) such assignee shall be
a party hereto and to each Repurchase Document to the extent of the percentage
or portion set forth in the Assignment and Acceptance, and shall succeed to the
applicable rights and obligations of Buyer hereunder, and (b) Buyer shall,
to the extent that such rights and obligations have been so assigned by it be
released from its obligations hereunder and under the Repurchase Documents.
After the occurrence of an Event of Default, Buyer may assign all or a portion
of its rights and obligations under this Repurchase Agreement and the Repurchase
Documents to any Person without the prior consent of Seller.  Unless otherwise
stated in the Assignment and Acceptance, the Seller shall continue to take
directions solely from Buyer unless otherwise notified by Buyer in writing.
Buyer may distribute to any prospective assignee any document or other
information delivered to Buyer by Seller.

Subject to acceptance and recording thereof pursuant to the
following paragraph of this Section, from and after the effective date specified
in each assignment and acceptance the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such assignment and
acceptance, have the rights and obligations of Buyer under this Agreement.  Any
assignment or transfer by Buyer of rights or obligations under this Agreement
that does not comply with this Section 21 shall be treated for purposes of this
Agreement as a sale by such Buyer of a participation in such rights and
obligations in accordance with the following paragraph of this Section.

The Seller shall maintain a register (the
"Register") on which it will record the Buyer's rights
hereunder, and each assignment and acceptance and participation.  The Register
shall include the names and addresses of Buyers (including all assignees,
successors and participants).  Failure to make any such recordation, or any
error in such recordation shall not affect the Seller's obligations in respect
of such rights.  If Buyer sells a participation in its rights hereunder, it
shall provide Seller, or maintain as agent of Seller, the information described
in this paragraph and permit Seller to review such information as reasonably
needed for Seller to comply with its obligations under this Agreement or under
any applicable law or governmental regulation or procedure.

The Buyer may sell participations to one or more Persons in
or to all or a portion of its rights and obligations under this Repurchase
Agreement; provided, however, that (i) the Buyer's obligations under this
Repurchase Agreement shall remain unchanged, (ii) the Buyer shall remain solely
responsible to the other parties hereto for the performance of such obligations;
and (iii) the Seller shall continue to deal solely and directly with the Buyer
in connection with the Buyer's rights and obligations under this Repurchase
Agreement and the other Repurchase Documents. Notwithstanding the terms of
Section 8, each participant of the Buyer shall be entitled to the additional
compensation and other rights and protections afforded the Buyer under Section 8
to the same extent as the Buyer would have been entitled to receive them with
respect to the participation sold to such participant.

The Buyer may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
21, disclose to the assignee or participant or proposed assignee or participant,
as the case may be, any information relating to the Seller or any of its
Subsidiaries or to any aspect of the Transactions that has been furnished to the
Buyer by or on behalf of the Seller or any of its Subsidiaries; provided that
such assignee or participant agrees to hold such information subject to the
confidentiality provisions of this Repurchase Agreement.

The Buyer may at any time create a security interest in all
or any portion of its rights under this Repurchase Agreement in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System and any Operating Circular issued by such Federal
Reserve Bank. No such assignment shall release the assigning Buyer from its
obligations hereunder.

In the event the Buyer assigns all or a portion of its rights
and obligations under this Repurchase Agreement, the parties hereto agree to
negotiate in good faith an amendment to this Repurchase Agreement to add Agency
provisions similar to those included in repurchase agreements for similar
syndicated repurchase facilities.


Section 22.   
       TERMINABILITY

Each representation and warranty made or deemed to be
made by entering into a Transaction, herein or pursuant hereto shall survive the
making of such representation and warranty, and the Buyer shall not be deemed to
have waived any Default that may arise because any such representation or
warranty shall have proved to be false or misleading, notwithstanding that the
Buyer may have had notice or knowledge or reason to believe that such
representation or warranty was false or misleading at the time the Transaction
was made.  Notwithstanding any such termination or the occurrence of an Event of
Default, all of the representations and warranties and covenants hereunder shall
continue and survive.  The obligations of the Seller under Section 15
hereof shall survive the termination of this Repurchase Agreement. 


Section 23.   
       GOVERNING LAW

THIS REPURCHASE AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.


   Section 24.   
    Submission To Jurisdiction; Waivers

BUYER AND THE SELLER HEREBY IRREVOCABLY AND
UNCONDITIONALLY:




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


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


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


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


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

Section 25.   
    NO WAIVERS, ETC.

No failure on the part of the Buyer to exercise and no
delay in exercising, and no course of dealing with respect to, any right, power
or privilege under any Repurchase Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or privilege under
any Repurchase Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The remedies provided herein
are cumulative and not exclusive of any remedies provided by law.  An Event of
Default shall be deemed to be continuing unless expressly waived by the Buyer in
writing.


Section 26.   
       NETTING 

If the Buyer and the Seller
are "financial institutions" as now or hereinafter defined in
Section 4402 of Title 12 of the United States Code
("Section 4402") and any rules or regulations promulgated
thereunder,




	All amounts to be paid or advanced by one party to or on
behalf of the other under this Repurchase Agreement or any Transaction hereunder
shall be deemed to be "payment obligations" and all amounts to be
received by or on behalf of one party from the other under this Repurchase
Agreement or any Transaction hereunder shall be deemed to be "payment
entitlements" within the meaning of Section 4402, and this Repurchase
Agreement shall be deemed to be a "netting contract" as defined in
Section 4402.


	The payment obligations and the payment entitlements of
the parties hereto pursuant to this Repurchase Agreement and any Transaction
hereunder shall be netted as follows.  In the event that
either party (the "Defaulting Party") shall fail to honor any
payment obligation under this Repurchase Agreement or any Transaction hereunder,
the other party (the "Nondefaulting Party") shall be entitled
to reduce the amount of any payment to be made by the Nondefaulting Party to the
Defaulting Party by the amount of the payment obligation that the Defaulting
Party failed to honor.

Section 27.   
       DUE DILIGENCE

The Seller acknowledges that Buyer has the right to
perform continuing due diligence reviews with respect to the Mortgage Loans and
the Seller, for purposes of verifying compliance with the representations,
warranties and specifications made hereunder, or otherwise, and the Seller
agrees that upon reasonable prior notice unless an Event of Default shall have
occurred, in which case no notice is required, to the Seller, Buyer or its
authorized representatives will be permitted during normal business hours to
examine, inspect, and make copies and extracts of, the Mortgage Files and any
and all documents, records, agreements, instruments or information relating to
such Mortgage Loans in the possession or under the control of the Seller and/or
the Custodian.  The Seller also shall make available to Buyer a knowledgeable
financial or accounting officer for the purpose of answering questions
respecting the Mortgage Files and the Mortgage Loans.  Without limiting the
generality of the foregoing, the Seller acknowledges that Buyer may purchase
Mortgage Loans from the Seller based solely upon the information provided by the
Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations,
warranties and covenants contained herein, and that Buyer, at its option, has
the right at any time to conduct a partial or complete due diligence review on
some or all of the Mortgage Loans purchased in a Transaction, including, without
limitation, ordering broker's price opinions, new credit reports and new
appraisals on the related Mortgaged Properties and otherwise re-generating the
information used to originate such Mortgage Loan.  Buyer may underwrite such
Mortgage Loans itself or engage a mutually agreed upon third party underwriter
to perform such underwriting.  The Seller agrees to cooperate with Buyer and any
third party underwriter in connection with such underwriting, including, but not
limited to, providing Buyer and any third party underwriter with access to any
and all documents, records, agreements, instruments or information relating to
such Mortgage Loans in the possession, or under the control, of the Seller.  The
Seller further agrees that the Seller shall pay all out-of-pocket costs and
expenses incurred by Buyer in connection with Buyer's activities pursuant to
this Section 27 ("Due Diligence Costs"); provided, that
such Due Diligence Costs shall not exceed $20,000 per calendar year unless a
Default or Event of Default shall have occurred, in which event Buyer shall have
the right to perform due diligence, at the sole expense of Seller without regard
to the dollar limitation set forth herein.


Section 28.   
       BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT





	The Seller hereby irrevocably constitutes and
appoints the Buyer and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Seller and in the name of the
Seller or in its own name, from time to time in the Buyer's discretion, for the
purpose of carrying out the terms of this Repurchase Agreement, to take any and
all appropriate action and to execute any and all documents and instruments
which may be reasonably necessary or desirable to accomplish the purposes of
this Repurchase Agreement, and, without limiting the generality of the
foregoing, the Seller hereby gives the Buyer the power and right, on behalf of
the Seller, without assent by, but with notice to, the Seller, if an Event of
Default shall have occurred and be continuing, to do the following:



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


	to pay or discharge taxes and Liens levied or placed on
or threatened against the Repurchase Assets;


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


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


	The Seller also authorizes the Buyer, if an Event of
Default shall have occurred, from time to time, to execute, in connection with
any sale provided for in Section 14 hereof, any endorsements, assignments
or other instruments of conveyance or transfer with respect to the Repurchase
Assets.


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

Section 29.   
       MISCELLANEOUS




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


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


	Acknowledgment.  The Seller hereby acknowledges
that:  



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


	the Buyer has no fiduciary relationship to the Seller;
and


	no joint venture exists between the Buyer and the
Seller.

Section 30.   
       CONFIDENTIALITY

The Buyer and the Seller hereby acknowledge and agree
that all oral, written or computer-readable information provided by one party to
any other regarding the terms set forth in any of the Repurchase Documents or
the Transactions contemplated thereby (the "Confidential
Terms") shall be kept confidential and shall not be divulged to any
party without the prior written consent of such other party except to the extent
that (i) it is necessary to do so in working with legal counsel, auditors,
taxing authorities or other governmental agencies or regulatory bodies or in
order to comply with any applicable federal or state laws, (ii) any of the
Confidential Terms are in the public domain other than due to a breach of this
covenant, or (iii) in the event of an Event of Default the Buyer determines
such information to be necessary or desirable to disclose in connection with the
marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or
exercise the Buyer's rights hereunder.  The provisions set forth in this
Section 30 shall survive the termination of this Repurchase Agreement.
Notwithstanding the foregoing or anything to the contrary contained herein or in
any other Repurchase Document, the parties hereto may disclose to any and all
Persons, without limitation of any kind, the federal income tax treatment of the
Transactions, any fact relevant to understanding the federal tax treatment of
the Transactions, and all materials of any kind (including opinions or other tax
analyses) relating to such federal income tax treatment; provided that Seller
may not disclose the name of or identifying information with respect to Buyer or
Agent or any pricing terms (including, without limitation, the Pricing Rate,
Purchase Price Percentage and Purchase Price) or other nonpublic business or
financial information (including any sublimits and financial covenants) that is
unrelated to the purported or claimed federal income tax treatment of the
Transactions and is not relevant to understanding the purported or claimed
federal income tax treatment of the Transactions, without the prior written
consent of the Buyer."


Section 31.   
       Intent




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


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


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


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

Section 32.   
       DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS


The parties acknowledge that they have been advised
that:




	in the case of Transactions in which one of the parties
is a broker or dealer registered with the Securities and Exchange Commission
("SEC") under Section 15 of the Securities Exchange Act of
1934 ("1934 Act"), the Securities Investor Protection
Corporation has taken the position that the provisions of the Securities
Investor Protection Act of 1970 ("SIPA") do not protect the
other party with respect to any Transaction hereunder;


	in the case of Transactions in which one of the parties
is a government securities broker or a government securities dealer registered
with the SEC under Section 15C of the 1934 Act, SIPA will not provide
protection to the other party with respect to any Transaction hereunder;
and


	in the case of Transactions in which one of the parties
is a financial institution, funds held by the financial institution pursuant to
a Transaction hereunder are not a deposit and therefore are not insured by the
Federal Deposit Insurance Corporation or the National Credit Union Share
Insurance Fund, as applicable.

Section 33.   
       CONFLICTS

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


Section 34.   
      AUTHORIZATIONS

Any of the persons whose signatures and titles appear on
Exhibit X are authorized, acting singly, to act for Seller or Buyer, as
the case may be, under this Repurchase Agreement.


Section 35.   
       ACKNOWLEDGEMENT OF ANTI-PREDATORY LENDING POLICIES


       Buyer has in place internal policies and procedures that
expressly prohibit its purchase of any High Cost Mortgage Loan.

 [THIS SPACE INTENTIONALLY LEFT BLANK]

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


BUYER:

MERRILL LYNCH MORTGAGE CAPITAL INC.

By:          /s/  John Winchester

Name:

Title:

Address for Notices:



4 World Financial Center

10th Floor

New York, New York 10080



Attention:  James B. Cason

Telecopier No.:  (212) 449-3673

Telephone No.:  (212) 449-1219

SELLER:

E-LOAN, INC.

By:             /s/  Matt Roberts

Name:  Matt Roberts

Title:    CFO

Address for Notices:

6230 Stoneridge Mall Road

Pleasanton, CA  94588

Attention:  Ed. Giedgowd

Telecopier No.:  925-520-1099

Telephone No:   925-847-6331















SCHEDULE 1

REPRESENTATIONS AND WARRANTIES RE:  MORTGAGE LOANS

The Seller makes the following representations and
warranties to the Buyer, with respect to each Mortgage Loan, that as of the
Purchase Date for the purchase of any Purchased Mortgage Loans by the Buyer from
the Seller and as of the date of this Repurchase Agreement and any Transaction
hereunder relating to such Mortgage Loan is outstanding and at all times while
the Repurchase Documents and any Transaction hereunder is in full force and
effect.  For purposes of this Schedule 1 and the representations and
warranties set forth herein, a breach of a representation or warranty shall be
deemed to have been cured with respect to a Mortgage Loan if and when the Seller
has taken or caused to be taken action such that the event, circumstance or
condition that gave rise to such breach no longer adversely affects such
Mortgage Loan.  With respect to those representations and warranties which are
made to the best of the Seller's knowledge, if it is discovered by the Seller or
the Buyer that the substance of such representation and warranty is inaccurate,
notwithstanding the Seller's lack of knowledge with respect to the substance of
such representation and warranty, such inaccuracy shall be deemed a breach of
the applicable representation and warranty.



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

(b)     Payments Current.  All payments required to be
made up to the close of business on the Purchase Date for such Mortgage Loan
under the terms of the Mortgage Note have been made and credited.  No payment
required under the Mortgage Loan is delinquent nor has any payment under the
Mortgage Loan been delinquent at any time since the origination of the Mortgage
Loan.  The first Monthly Payment shall be made, or shall have been made, with
respect to the Mortgage Loan on its Due Date or within the grace period, all in
accordance with the terms of the related Mortgage Note; 

(c)     No Outstanding Charges.  There are no delinquent
taxes, ground rents, water charges, sewer rents, governmental assessments,
municipal charges, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
related Mortgaged Property. 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 later,
to the day which precedes by no more than sixty (60) days the Due Date of the
first installment of principal and interest;  

(d)     Original Terms Unmodified.  The terms of the
Mortgage Note and the Mortgage have not been impaired, waived, altered or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority of
the Mortgage, and which have been delivered to the Custodian; the substance of
any such waiver, alteration or modification has been approved by the insurer
under the Primary Insurance Policy, if any, and the title insurer, to the extent
required by the related policy, and is reflected on the related Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been executed,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the insurer under the Primary Insurance
Policy, if any, the title insurer, to the extent required by the policy, and
which assumption agreement has been delivered to the Custodian and the terms of
which are reflected in the related Mortgage Loan Schedule; 

(e)     No Defenses.  The Mortgage Note and the Mortgage
are not subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
the Mortgage Note and the Mortgage, or the exercise of any right thereunder,
render the Mortgage unenforceable, in whole or in part, or subject to any right
of rescission, set-off, counterclaim or defense, including the defense of usury
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto, and no Mortgagor was a debtor of any state or
federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was
originated; 

(f)     Hazard Insurance. The Mortgaged Property is
insured by a fire and extended perils insurance policy, issued by a Qualified
Insurer, and such other hazards as are customary in the area where the Mortgaged
Property is located, and to the extent required by Seller as of the date of
origination consistent with the Underwriting Guidelines, against earthquake and
other risks insured against by Persons operating like properties in the locality
of the Mortgaged Property, in an amount not less than the greatest of
(i) 100% of the replacement cost of all improvements to the Mortgaged
Property, (ii) the outstanding principal balance of the Mortgage Loan, or
(iii) the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property, and consistent with the
amount that would have been required as of the date of origination in accordance
with the Underwriting Guidelines.  If any portion of the Mortgaged Property is
in an area identified by any federal Governmental Authority as having special
flood hazards, and flood insurance is available, a flood insurance policy
meeting the current guidelines of the Federal Emergency Management Agency is in
effect with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (1) the outstanding principal balance
of the Mortgage Loan (2) the full insurable value of the Mortgaged
Property, and (3) the maximum amount of insurance available under the
National Flood Insurance Act of 1968, as amended by the Flood Disaster
Protection Act of 1974.  All such insurance policies (collectively, the
"hazard insurance policy") contain a standard mortgagee clause
naming Seller, its successors and assigns (including, without limitation,
subsequent owners of the Mortgage Loan), as mortgagee, and may not be reduced,
terminated or canceled without 30 days' prior written notice to the mortgagee.
No such notice has been received by Seller.  All premiums on such insurance
policy have been paid.  The related Mortgage obligates the Mortgagor to maintain
all such insurance and, at such Mortgagor's failure to do so, authorizes the
mortgagee to maintain such insurance at the Mortgagor's cost and expense and to
seek reimbursement therefor from such Mortgagor.  Where required by state law or
regulation, the Mortgagor has been given an opportunity to choose the carrier of
the required hazard insurance, provided the policy is not a "master"
or "blanket" hazard insurance policy covering a condominium, or any
hazard insurance policy covering the common facilities of a planned unit
development.  The hazard insurance policy is the valid and binding obligation of
the insurer and is in full force and effect.  Seller has not engaged in, and has
no knowledge of the Mortgagor's having engaged in, any act or omission which
would impair the coverage of any such policy, the benefits of the endorsement
provided for herein, or the validity and binding effect of either including,
without limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other Person, and no such unlawful items have
been received, retained or realized by Seller; 

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

(h)     No Satisfaction of Mortgage.  The Mortgage has not
been satisfied, cancelled, subordinated or rescinded, in whole or in part, and
the Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect any
such satisfaction, cancellation, subordination, rescission or release. 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)     Valid First or Second Lien. The Mortgage is a
valid, subsisting, enforceable and perfected (a) with respect to each first lien
Mortgage Loan, first priority lien and first priority security interest, or (b)
with respect to each Second Lien Mortgage Loan, second priority lien and second
priority security interest, in each case, on the real property included in the
Mortgaged Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems located in or annexed to such buildings, and all additions, alterations
and replacements made at any time with respect to the foregoing.  The lien of
the Mortgage is subject only to: 




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


	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 Buyer's title insurance policy delivered to the originator of the
Mortgage Loan and (a) 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;


	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; and


	with respect to each Mortgage Loan which is a Second Lien
Mortgage Loan, a first lien on the 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 and enforceable (a) with respect to
each first lien Mortgage Loan, first priority lien and first priority security
interest, or (b) with respect to each Second Lien Mortgage Loan, second priority
lien and second priority security interest, in each case, on the property
described therein and Seller has full right to pledge and assign the same to
Buyer.  The Mortgaged Property was not, as of the date of origination of the
Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or
other security instrument creating a lien subordinate to the lien of the
Mortgage;



(j)     Validity of Mortgage Documents. The Mortgage Note
and the Mortgage and any other agreement executed and delivered by a Mortgagor
or guarantor, if applicable, in connection with a Mortgage 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 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 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.  Seller has
reviewed all of the documents constituting the Mortgage File and has made such
inquiries as it deems necessary to make and confirm the accuracy of the
representations set forth herein.  To the best of Seller's knowledge, except as
disclosed to Buyer in writing, all tax identifications and property descriptions
are legally sufficient; and tax segregation, where required, has been
completed; 

(k)     Full Disbursement of Proceeds.  The proceeds of
the Mortgage Loan have been fully disbursed to or for the account of the
Mortgagor and,  except with respect to any HELOC,  there is no obligation for
the Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled to
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage; 


(l)     Ownership. Seller has full right to sell the
Mortgage Loan to Buyer free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest, and has full right
and authority subject to no interest or participation of, or agreement with, any
other party, to sell each Mortgage Loan pursuant to this Repurchase Agreement
and following the sale of each Mortgage Loan, Buyer will own such Mortgage Loan
free and clear of any encumbrance, equity, participation interest, lien, pledge,
charge, claim or security interest except any such security interest created
pursuant to the terms of this Repurchase Agreement; 


(m)     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) (i) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located,
and (ii) either (A) organized under the laws of such state,
(B) qualified to do business in such state, (C) a federal savings and
loan association, a savings bank or a national bank having a principal office in
such state, or (D) not doing business in such state; 

(n)     Title Insurance. The Mortgage Loan is covered by
either (i) an attorney's opinion of title and abstract of title, the form
and substance of which is acceptable to prudent mortgage lending institutions
making mortgage loans in the area wherein the Mortgaged Property is located or
(ii) an ALTA lender's title insurance policy or other generally acceptable
form of policy or insurance acceptable to Fannie Mae or Freddie Mac and each
such title insurance policy is issued by a title insurer acceptable to Fannie
Mae or Freddie Mac and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring Seller, its successors and assigns, as
to the first priority lien or second priority lien, as applicable of the
Mortgage, as applicable 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), (ii), (iii), and (iv)
of paragraph (i) of this Schedule 1, 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
title policy does not contain any special exceptions (other than the standard
exclusions) for zoning and uses and has been marked to delete the standard
survey exception or to replace the standard survey exception with a specific
survey reading.  Seller, its successors and assigns, are the sole insureds of
such lender's title insurance policy, and such lender's title insurance policy
is valid and remains in full force and effect and will be in force and effect
upon the consummation of the transactions contemplated by this Repurchase
Agreement.  No claims have been made under such lender's title insurance policy,
and no prior holder or servicer of the related Mortgage, including Seller, has
done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy, including, without limitation, no unlawful fee,
commission, kickback or other unlawful compensation or value of any kind has
been or will be received, retained or realized by any attorney, firm or other
Person, and no such unlawful items have been received, retained or realized by
Seller; 

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

(p)     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 lien) affecting
the related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage; 

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

(r)     Origination. The Mortgage Loan was originated by
or in conjunction with a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to s 203 and 211 of the National Housing Act, a
lender approved by Fannie Mae, a seller/servicer approved by Freddie Mac, a
savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar banking institution which is supervised and
examined by a federal or state authority.  Principal payments on the Mortgage
Loan commenced no more than 60 days after funds were disbursed in connection
with the Mortgage Loan.  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 .125%),
subject to the Mortgage Interest Rate Cap.  Other than with respect to HELOCs,
the Mortgage Note is payable on the first day of each month in equal monthly
installments of principal and interest, which installments of interest, with
respect to 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 30 years from commencement of amortization.  The Due Date of the first
payment under the Mortgage Note is no more than 60 days from the date of the
Mortgage Note; 

(s)     Payment Provisions.  The Mortgage Note does not
permit negative amortization; 

(t)     Customary Provisions.  The Mortgage Note has a
stated maturity.  The Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (ii) otherwise by judicial
foreclosure.  Upon default by a Mortgagor on a 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 foreclose the Mortgage.
The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie
Mae; each HELOC was underwritten in accordance with the Underwriting Guidelines
in effect at the time that the Mortgage Loan was written. 

(u)     Collection Practices; Escrow Deposits; Interest Rate
Adjustments.  The origination and collection practices used by the Seller
with respect to each Mortgage Note and Mortgage have been in all respects legal,
proper, prudent and customary in the mortgage origination and servicing
industry.  The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note.  With respect to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property which
has not been completed. All Mortgage Interest Rate adjustments have been made in
strict compliance with state and federal law and the terms of the related
Mortgage Note. Any interest required to be paid pursuant to state and local law
has been properly paid and credited; 

(v)     Mortgaged Property Undamaged.  The Mortgaged
Property is free of damage by fire, earthquake or earth movement, windstorm,
flood, tornado or other casualty and waste, and there is no proceeding pending
for the total or partial condemnation thereof; 

(w)     Customary Provisions.  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; 

(x)     Conformance with Agency Standards.  The Mortgage
Loan was underwritten in accordance with the Underwriting Guidelines in effect
at the time the Mortgage Loan was originated which underwriting standards, and,
other than with respect to the HELOCs, satisfy the standards of Fannie Mae and
Freddie Mac under one of their respective home mortgage purchase programs
(except that the principal balance of Jumbo Mortgage Loans may have exceeded the
limits of Fannie Mae and Freddie Mac).  Other than with respect to HELOCs, the
Mortgage Note and Mortgage are on forms acceptable to Fannie Mae and Freddie
Mac; 

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

(z)     Appraisal.  Except with respect to the HELOCs
originated in accordance with the Underwriting Guidelines, the Mortgage File
contains an appraisal of the related Mortgaged Property which satisfied the
standards of Fannie Mae and Freddie Mac and was made and signed, prior to the
approval of the Mortgage Loan application, by a qualified appraiser, duly
appointed by the Seller, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage Loan
and who met the minimum qualifications of Fannie Mae and Freddie Mac.  Each
appraisal of the Mortgage Loan was made in accordance with the requirements of
Title XI of the Federal 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; 

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

(bb)     No Buydown Provisions; No Graduated Payments or
Contingent Interests.  Other than those Mortgage Loans acceptable for
purchase by an Agency, no Mortgage Loan contains provisions pursuant to which
Monthly Payments are (a) paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor, or anyone on behalf
of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
contains any other similar provisions which may constitute a "buydown"
provision. The Mortgage Loan is not a graduated payment mortgage loan and the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature; 

(cc)     Mortgagor Acknowledgment.  The Mortgagor has
executed a statement to the effect that the Mortgagor has received all
disclosure materials required by applicable law with respect to the making of
fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File; 

(dd)     No Construction Loans.  No Mortgage Loan was made
in connection with (a) the construction or rehabilitation of a Mortgaged
Property or (b) facilitating the trade-in or exchange of a Mortgaged
Property; 

(ee)     Acceptable Investment.  The Seller has no
knowledge of any circumstances or condition with respect to the Mortgage, the
Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can
reasonably be expected to cause the Mortgage Loan to be an unacceptable
investment, cause the Mortgage Loan to become delinquent, or adversely affect
the value of the Mortgage Loan; 

(ff)     LTV, PMI Policy.  No Jumbo Mortgage Loan or Sub-
Prime Mortgage Loan has an LTV ("loan-to-value" ratio) in
excess of 95%.  No HELOC has a "combined loan-to-value" ratio in
excess of 100%.  Except with respect to HELOCs, each Mortgage Loan with an LTV
at origination in excess of 80% is and will be subject to a lender paid Mortgage
Insurance Policy or a Primary Mortgage Insurance Policy, issued by a Qualified
Insurer, which insures that portion of the Mortgage Loan in excess of the
portion of the Appraised Value of the Mortgaged Property required by the
applicable Underwriting Guidelines or Agency. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is in full
force and effect, and all premiums due thereunder have been paid. Any Mortgage
subject to any such Primary Insurance Policy obligates the Mortgagor thereunder
to maintain such insurance and to pay all premiums and charges in connection
therewith. The Mortgage Interest Rate for the Mortgage Loan does not include any
such insurance premium; 

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

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

(ii)     Proceeds of Mortgage Loan.  The proceeds of the
Mortgage Loan have not been and shall not be used to satisfy, in whole or in
part, any debt owed or owing by the Mortgagor to Seller or any Affiliate or
correspondent of Seller, except in connection with a refinanced Mortgage
Loan. 

(jj)     Origination Date.  The origination date is no
earlier than sixty (60) days prior to the related Purchase Date. 

(kk)     No Exception.  The Custodian has not noted any
material exceptions on a Mortgage Loan Schedule and Exception Report with
respect to the Mortgage Loan which would materially adversely affect the
Mortgage Loan or Buyer's interest in the Mortgage Loan. 

(ll)     Occupancy of Mortgaged Property.  The Mortgaged
Property is lawfully occupied under applicable law; all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and occupancy of
the same, including but not limited to certificates of occupancy, have been made
or obtained from the appropriate authorities; 

(mm)     No Misrepresentation or Fraud.  No error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer, or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan; 

(nn)     Transfer of Mortgage Loans.  Except with respect
to Mortgage Loans registered with MERS, the Assignment of Mortgage is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located; 

(oo)     Consolidated Future Advances.  Any principal
advances made to the Mortgagor prior to the Cut-off Date have been consolidated
with the outstanding principal amount secured by the Mortgage, and the secured
principal amount, as consolidated, bears a single interest rate and single
repayment term. Other than with respect to Second Lien Mortgage Loans, 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; 

(pp)     No Balloon Payment.  No Mortgage Loan has a
balloon payment feature; 

(qq)     Condominiums/ Planned Unit Developments.  If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Fannie Mae and Freddie Mac including Fannie Mae eligibility
requirements for sale to Fannie Mae or is located in a condominium or planned
unit development project which has received Fannie Mae project approval and the
representations and warranties required by Fannie Mae with respect to such
condominium or planned unit development have been made and remain true and
correct in all respects; 

(rr)     Downpayment.  The source of the down payment with
respect to each Mortgage Loan has been fully verified by the Seller; 

(ss)     Calculation of Interest.  Other than with respect
to HELOCs, interest on each Mortgage Loan is calculated on the basis of a 360-
day year consisting of twelve 30-day months; Interest on each HELOC is
calculated on the basis of a 365-day year; 

(tt)     Environmental Matters.  The Mortgaged Property is
in material compliance with all applicable local, state and federal
environmental laws, rules or regulations pertaining to environmental hazards
including, without limitation, asbestos, and neither the Seller nor, to the
Seller's knowledge, the related Mortgagor, has received any notice of any
violation or potential violation of such law nor is there any pending action or
proceeding directly involving any Mortgaged Property of which the Seller is
aware in which compliance with any environmental law, rule or regulation is an
issue; 

(uu)     Predatory Lending Regulations; High Cost Loans. No
Mortgage Loan is a High Cost Mortgage Loan. 

(vv)     Location and Type of Mortgaged Property.  The
Mortgaged Property is a fee simple property or subject to a Ground Lease located
in the state identified in the Mortgage Loan Schedule and consists of a parcel
of real property with a detached single family residence erected thereon, or a
two- to four-family dwelling, or an individual condominium unit in a low-rise
condominium project, or an individual unit in a planned unit development,
provided, however, that any condominium project or planned unit development
shall conform with the applicable Fannie Mae and Freddie Mac requirements
regarding such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling. No portion of the Mortgaged Property is used for
commercial purposes;  

(ww)     Due on Sale.  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 Mortgage
thereunder; 

(xx)     No Denial of Insurance.  No action, inaction, or
event has occurred and no state of facts exists or has existed that has resulted
or will result in the exclusion from, denial of, or defense to coverage under
any applicable pool insurance policy, special hazard insurance policy, PMI
Policy or bankruptcy bond, irrespective of the cause of such failure of
coverage. In connection with the placement of any such insurance, no commission,
fee, or other compensation has been or will be received by 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. The Seller has caused or will cause to be performed any and all acts
required to preserve the rights and remedies of the Buyer 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 Buyer; 

(yy)     Flood Certification Contract. If any portion of
the Mortgaged Property is in an area identified by any federal Governmental
Authority as having special flood hazards, and flood insurance is available, the
Seller has obtained a life of loan, transferable flood certification contract
for each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Buyer; 

(zz)     Tax Service Contract.  Other than with respect to
HELOCs, the Seller has obtained, or will obtain, a life of loan, transferable
real estate Tax Service Contract with an Approved Tax Service Contract Provider
on each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Buyer; 

(aaa)     Recordation.  Each original Mortgage was recorded
and, except for those Mortgage Loans subject to the MERS identification system,
all subsequent assignments of the original Mortgage (other than the assignment
to the Buyer) 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; 

(bbb)     Simple Interest Mortgage Loans.  Other than with
respect to HELOCs, none of the Mortgage Loans are simple interest Mortgage
Loans; 

(ccc)     Documents Genuine.  Such Purchased Mortgage Loan
and all accompanying collateral documents are complete and authentic and all
signatures thereon are genuine.  Such Purchased Mortgage Loan is a
"closed" loan fully funded by the Seller (other than with respect to
HELOCs) and held in Seller's name. 

(ddd)     Bona Fide Loan.  Such Purchased Mortgage Loan
arose from a bona fide loan, complying with all applicable State and Federal
laws and regulations, to persons having legal capacity to contract and is not
subject to any defense, set-off or counterclaim. 

(eee)     Other Encumbrances.  To the best of Seller's
knowledge, any property subject to any security interest given in connection
with such Purchased Mortgage Loan is not subject to any other encumbrances other
than a stated first mortgage, if applicable, and encumbrances which may be
allowed under the Underwriting Guidelines. 

(fff)     Description.  Each Purchased Mortgage Loan
conforms to the description thereof as set forth on the related Mortgage Loan
Schedule and Exception Report delivered to the Custodian and Buyer. 

(ggg)     Located in U.S.  No collateral (including, without
limitation, the related real property and the dwellings thereon and otherwise)
relating to a Purchased Mortgage Loan is located in any jurisdiction other than
in one of the fifty (50) states of the United States of America or the District
of Columbia. 

(hhh)     Prepayment Penalty.  With respect to each Mortgage
Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is
enforceable and will be enforced by the Seller, and each Prepayment Penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose
a Prepayment Penalty for a term in excess of five years from the date such
Mortgage Loan was originated.  Except as otherwise set forth on the Mortgage
Loan Schedule, with respect to each Mortgage Loan that contains a Prepayment
Penalty, such Prepayment Penalty is not in excess of the maximum amount
permitted under applicable law; 

(iii)     Servicing Practices.Each Mortgage Loan has
been serviced in all material respects in compliance with those mortgage
servicing practices (including collection procedures) of prudent mortgage
banking institutions which service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located; and 

(jjj)     Single-Premium Credit Life Insurance.None of
the proceeds of the Mortgage Loan were used to finance single-premium credit
insurance policies. 

(kkk)     Takeout Commitment.  If a Conforming
Mortgage Loan or Jumbo Mortgage Loan is covered by a Take-out Commitment, it
does not exceed the availability under such Take-out Commitment (taking into
consideration mortgage loans which have been purchased by the respective Take-
out Investor under the Take-out Commitment and mortgage loan which Seller has
identified to Buyer as covered by such Take-out Commitment) and conforms to the
requirements and the specifications set forth in such Take-out Commitment and
the related regulations, rules, requirements and/or handbooks of the applicable
Take-out Investor and is eligible for sale to and insurance or guaranty by,
respectively the applicable Take-out Investor and applicable insurer. 

Each Takeout Commitment is a legal, valid and binding
obligation of Seller enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

(lll)     FHA Mortgage Insurance; VA Loan Guaranty.  With
respect to the FHA Loans, the FHA Mortgage Insurance Contract is in full force
and effect and there exists no impairment to full recovery without indemnity to
the Department of Housing and Urban Development or the FHA under FHA Mortgage
Insurance.  With respect to the VA Loans, the VA Loan Guaranty Agreement is in
full force and effect to the maximum extent stated therein.  All necessary steps
have been taken to keep such guaranty or insurance valid, binding and
enforceable and each of such is the binding, valid and enforceable obligation of
the FHA and the VA, respectively, to the full extent thereof, without surcharge,
set-off or defense.  Each FHA Loan and VA Loan was originated in accordance with
the criteria of an Agency for purchase of such Mortgage Loans.  Each Mortgage
Loan which is represented to Buyer to have, or to be eligible for, FHA insurance
is insured, or eligible to be insured, pursuant to the National Housing Act.
Each Mortgage Loan which is represented by Seller to be guaranteed, or to be
eligible for guaranty, by the VA is guaranteed, or eligible to be guaranteed,
under the provisions of Chapter 37 of Title 38 of the United States Code.  As to
each FHA insurance certificate or each VA guaranty certificate, Seller has
complied with applicable provisions of the insurance for guaranty contract and
federal statutes and regulations, all premiums or other charges due in
connection with such insurance or guarantee have been paid, there has been no
act or omission which would or may invalidate any such insurance or guaranty,
and the insurance or guaranty is, or when issued, will be, in full force and
effect with respect to each Mortgage Loan.  There are no defenses,
counterclaims, or rights of setoff affecting the Mortgage Loans or affecting the
validity or enforceability of any private mortgage insurance or FHA insurance
applicable to the Mortgage Loans or any VA guaranty with respect to the Mortgage
Loans. 





 

 

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