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                     MASTER MORTGAGE LOAN PURCHASE FACILITY

                           CONTIFINANCIAL CORPORATION
                                            Seller


                            CONTIMORTGAGE CORPORATION
                                            Interim Servicer


                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                                            Purchaser


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


                           Dated as of August 9, 1999

                            Fixed and Adjustable Rate
                First and Second Lien Residential Mortgage Loans

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                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

SECTION 1. Definitions........................................................1
SECTION 2. Purchase and Sale of Mortgage Loans...............................18
SECTION 3. Mortgage Loan Schedules...........................................19
SECTION 4. Purchase Price....................................................19
  Subsection 4.01 Initial Purchase Price ....................................19
  Subsection 4.02 Deferred Purchase Price ...................................20
  Subsection 4.03 Purchase Price Adjustment .................................22
  Subsection 4.04 Purchased Interest 23
SECTION 5. Examination of Mortgage Files ....................................23
SECTION 6. Conveyance from Seller to Purchaser...............................23
  Subsection 6.01 Conveyance of Mortgage Loans; Possession of
                  Servicing Files ...........................................24
  Subsection 6.02 Books and Records .........................................24
  Subsection 6.03 Delivery of Mortgage Loan Documents .......................24
SECTION 7. Representations, Warranties and Covenants of the Seller:
           Remedies for Breach...............................................25
  Subsection 7.01 Representations and Warranties Respecting the Seller ......25
  Subsection 7.02 Representations and Warranties Regarding
                  Individual Mortgage Loans .................................28
  Subsection 7.03 Remedies for Breach of Representations and Warranties .....28
  Subsection 7.04 Repurchase of Certain Mortgage Loans ......................31
SECTION 8. Closing; Conditions Precedent.....................................31
SECTION 9. Closing Documents.................................................33
SECTION 10.Costs.............................................................35
SECTION 11.Interim Servicer's Servicing Obligations..........................35
SECTION 12.Removal of Mortgage Loans from Inclusion under This
           Agreement Upon a Whole Loan Transfer or a Pass-Through Transfer...35
SECTION 13.The Seller........................................................38
   Subsection 13.01 Indemnification by the Seller ...........................38
   Subsection 13.02 Merger or Consolidation of the Seller and Interim
                    Servicer ................................................38
   Subsection 13.03 Limitation on Liability of the Interim Servicer and
                    Others ..................................................39


                                      -i-
<PAGE>

   Subsection 13.04 Interim Servicer Not to Resign ..........................39
   Subsection 13.05 No Transfer of Servicing ................................40
   Subsection 13.06 Joint and Several Liability .............................40
   Subsection 13.07 Right of Set-off ........................................40
SECTION 14. DEFAULT .........................................................40
   Subsection 14.01 Events of Default .......................................40
   Subsection 14.02 Waiver of Defaults ......................................42
SECTION 15. Termination......................................................42
SECTION 16. Successor to the Interim Servicer................................43
SECTION 17. Financial Statements.............................................44
SECTION 18. Mandatory Delivery: Grant of Security Interest...................44
SECTION 19. Notices..........................................................45
SECTION 20. Severability Clause..............................................45
SECTION 21. Counterparts.....................................................46
SECTION 22. Governing Law....................................................46
SECTION 23. Intention of the Parties.........................................46
SECTION 24. Successors and Assigns...........................................46
SECTION 25. Waivers..........................................................47
SECTION 26. Exhibits.........................................................47
SECTION 27. Nonsolicitation..................................................47
SECTION 28. General Interpretive Principles..................................47
SECTION 29. Reproduction of Documents........................................48
SECTION 30. Further Agreements...............................................48


                                      -ii-
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                                                                            Page
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                                    EXHIBITS
                                    --------

EXHIBIT 1    SELLER'S OFFICER'S CERTIFICATE
EXHIBIT 2    FORM OF OPINION OF COUNSEL TO THE SELLERS
EXHIBIT 3    SECURITY RELEASE CERTIFICATION
EXHIBIT 4    ASSIGNMENT AND CONVEYANCE
EXHIBIT 5    CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 6    FORM OF CUSTODIAL AGREEMENT
EXHIBIT 7    [RESERVED]
EXHIBIT 8    FORM OF ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT 9    SERVICING ADDENDUM
EXHIBIT 10   FORM OF CONFIRMATION
EXHIBIT 11   BUY-UP/BUY-DOWN SCHEDULE
EXHIBIT 12   UNDERWRITING GUIDELINES
EXHIBIT 13   MODIFICATIONS TO UNDERWRITING GUIDELINES
EXHIBIT 14   REPRESENTATIONS AND WARRANTIES

SCHEDULE I   MORTGAGE LOAN SCHEDULE
SCHEDULE 2   MATERIAL SUBSIDIARIES


                                     -iii-
<PAGE>

                     MASTER MORTGAGE LOAN PURCHASE FACILITY


            This is a MASTER MORTGAGE LOAN PURCHASE FACILITY, dated as of August
9, 1999, by and among Greenwich  Capital  Financial  Products,  Inc.,  having an
office at 600 Steamboat Road,  Greenwich,  Connecticut 06830 (the  "Purchaser"),
ContiFinancial  Corporation,  having an office at 277 Park Avenue, New York, New
York 10172 (the "Seller") and ContiMortgage Corporation having an address at One
ContiPark, 338 South Warminster Road, Hatboro,  Pennsylvania 19040 (the "Interim
Servicer").


                              W I T N E S S E T H :

            WHEREAS,  subject to the terms and conditions of this Agreement, the
Seller shall sell, from time to time, to the Purchaser, and, the Purchaser shall
purchase,  from time to time, from the Seller,  certain  conventional  fixed and
adjustable rate residential first and second lien mortgage loans, (the "Mortgage
Loans") as described  herein on a  servicing-released  basis, and which shall be
delivered in groups of whole loans on various dates as provided  herein (each, a
"Closing Date");

            WHEREAS, each Mortgage Loan is secured by a mortgage,  deed of trust
or other  security  instrument  creating a first or second lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule for
the related Mortgage Loan Package, which is to be annexed hereto on each Closing
Date as Schedule I; and

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

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

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

            Act of  Insolvency:  With respect to Seller or Interim  Servicer and
their  Material  Subsidiaries,  (i) the  filing of a  petition,  commencing,  or
authorizing  the  commencement  of any case or proceeding  under any bankruptcy,
insolvency, reorganization,  liquidation, dissolution or similar law relating to
the protection of creditors of the Seller or the Interim  Servicer or one of its
Material  Subsidiaries,  or  suffering  any such  petition or  proceeding  to be
commenced by another; provided that any actively disputed petition or proceeding
commenced  by another  shall not  constitute  an Act of  Insolvency  unless such
petition or proceeding is not dismissed within 30 days of its commencement, (ii)
seeking the appointment of a receiver,  trustee,  custodian or similar  official
for Seller, Interim Servicer or a Material Subsidiary or any substantial part of
the property of either,  (iii) the  appointment of a receiver,  conservator,  or
manager  for  Seller  or  Interim  Servicer  or a  Material  Subsidiary  or  any
substantial  part of the  property  of  either  by any  governmental  agency  or
authority

<PAGE>
                                      -2-


having  the  jurisdiction  to do so,  (iv) the making or  offering  by Seller or
Interim  Servicer or a Material  Subsidiary of a composition with its respective
creditors  or a  general  assignment  for  the  benefit  of  creditors,  (v) the
admission in writing by Seller or Interim  Servicer or a Material  Subsidiary of
such party's inability to pay its ordinary course trade debts as they become due
or mature, or (vi) any Governmental Authority or agency or any person, agency or
entity acting or purporting to act under Governmental Authority shall have taken
any action to condemn, seize or appropriate, or to assume custody or control of,
all or any substantial  part of the property of Seller or Interim  Servicer or a
Material  Subsidiary,  or shall have taken any action to displace the management
of such party or to curtail its authority in the conduct of the business of such
party.

            Adjustable  Rate Mortgage  Loan: A Mortgage Loan which  provides for
the adjustment of the Mortgage Interest Rate payable in respect thereto.

            Adjustment Date: With respect to each Adjustable Rate Mortgage Loan,
the date set forth in the related  Mortgage Note on which the Mortgage  Interest
Rate on such  Adjustable  Rate Mortgage Loan is adjusted in accordance  with the
terms of the related Mortgage Note.

            Agreement: This Master Mortgage Loan Purchase Facility including all
exhibits, schedules, amendments and supplements hereto.

            American  General:   American  General  Finance,  Inc.,  a  Delaware
corporation.

            AmGen Mortgage Loan: Any Mortgage Loan that was previously  financed
by American  General pursuant to any facility with American  General,  or one of
its affiliates, as lender or purchaser.

            Applicable  Sublimit  Percent   Limitations:   As  of  any  date  of
determination,  the maximum  percentage (as measured by unpaid principal balance
as of such date) of the aggregate unpaid principal balance of the Mortgage Loans
purchased by Purchaser  under this Agreement and not previously sold pursuant to
a Whole Loan Transfer or a Pass-Through  Transfer,  which are represented by the
product categories set forth below:

         Product                                      Maximum Percentage

Fixed Rate, Second Lien Mortgage Loans    10% of the unpaid principal balance
                                          of  the  Fixed RateMortgage Loans

Fixed Rate Mortgage Loans with an LTV     15% of the unpaid principal balance
in excess of 85%                          of the Fixed Rate Mortgage Loans

Fixed Rate Mortgage Loans with an LTV     1% of the unpaid principal balance
in excess of 90%                          of the Fixed Rate Mortgage Loans

Adjustable Rate Mortgage Loans with       10% of the unpaid principal balance
                                          of the
<PAGE>
                                      -3-



an LTV in excess of 85%                   Adjustable Rate Mortgage Loans

Second Lien Mortgage Loans with a         25% of the unpaid principal balance
CLTV in excess of 85%                     of the Second Lien Mortgage Loans

Second Lien Mortgage Loans with a         1% of the unpaid principal balance
CLTV in excess of 90%                     Second Lien Mortgage Loans

Mortgage  Loans with a FICO               Prior to August 31, 1999, l0% of the
less than 550                             unpaid  score principal balance of the
                                          Mortgage Loans for which a FICO score
                                          is available, and thereafter 5% of the
                                          unpaid principal  balance of the
                                          Mortgage  Loan for which a FICO score
                                          is available

HOEPA Mortgage Loans                      10% of the unpaid principal balance of
                                          the Portfolio Mortgage Loans

            Appraised Value: With respect to any Mortgaged Property,  the lesser
of (i) the value thereof as determined by an appraisal  made for the  originator
of the Mortgage Loan at the time of  origination  of the Mortgage Loan, and (ii)
the purchase price paid for the related Mortgaged Property by the Mortgagor with
the  proceeds  of  the  Mortgage  Loan,  provided,  however,  in the  case  of a
Refinanced  Mortgage Loan, such value of the Mortgaged  Property is based solely
upon the  value  determined  by an  appraisal  made for the  originator  of such
Refinanced  Mortgage Loan at the time of origination of such Refinanced Mortgage
Loan; provided further, that notwithstanding the foregoing,  with respect to any
Retention  Mortgage  Loan the  appraisal  described  in clause (i) may have been
obtained  not  more  than 18  months  prior  to the  origination  date  for such
Retention Mortgage Loan.

            Assignment  and  Conveyance:  An  assignment  and  conveyance of the
Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit
4.

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

            Business Day: Any day other than (a) a Saturday or Sunday,  or (b) a
day on which the New York Stock Exchange,  the Federal Reserve Bank of New York,
the  Custodian  or  savings  and loan  institutions  in the  State of New  York,
Pennsylvania  or  Connecticut  are  authorized  or obligated by law or executive
order to be closed or (c) a day on which the Purchaser is closed for business.

<PAGE>
                                      -4-


            Capital Stock:  With respect to any Person means any and all shares,
interests,  share  capital,  rights  to  subscribe  for or  purchase,  warrants,
options,  participations,  or other  equivalents  of or interests or  membership
interests in (however designated) equity of such Person, including any Preferred
Stock,  any limited or general  partnership  interest and any limited  liability
company membership interest (but excluding any debt securities  convertible into
such equity), any rights to subscribe for or purchase any thereof.

            Carve-out  Mortgage  Loan:  Any Eligible  Mortgage  Loan (a) which a
Seller is  required  to sell to  American  General  pursuant to the terms of the
Commitment   Agreement,   dated  as  of  January  29,  1999  among  the  Seller,
ContiMortgage  Corporation and American General (the "American  General Purchase
Agreement")  in order to satisfy the minimum  delivery  requirements  under such
agreement as in effect on the date hereof, (b) which the Seller,  with the prior
written  consent  of the  Purchaser,  sells to any  third  party or to  American
General  in excess  of the  minimum  delivery  requirements  under the  American
General  Purchase  Agreement  as in effect  on the date  hereof or (c) which the
Seller  sells to any  third  party as part of a pool of  mortgage  loans  with a
purchase price which is equal to or greater than the prevailing Initial Purchase
Price specified under this Agreement.

            Cash-out  Refinancing:  A Refinanced  Mortgage  Loan the proceeds of
which were in excess of the principal balance of any existing senior mortgage on
the related  Mortgaged  Property and related closing costs, and were used to pay
any existing first mortgage,  related closing costs and subordinate mortgages on
the related Mortgaged Property.

            Change in  Control:  With  respect  to the  Seller  or any  Material
Subsidiary the occurrence of any of the following events:

            (i)   Any "person" (as such term is used in Section  13(d) and 14(d)
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange  Act")),  other  than any  Permitted  Holder,  is or
                  becomes the "beneficial  owner" (as defined in Rules 13d-3 and
                  13d-5 under the Exchange Act, except that such person shall be
                  deemed to have  "beneficial  ownership" of all shares that any
                  such  person has the right to acquire,  whether  such right is
                  exercisable  immediately  or only after the  passage of time),
                  directly or  indirectly,  of more than 35% of the total voting
                  power of the Voting Stock of such Person;  provided,  however,
                  that the  Permitted  Holders  beneficially  own (as defined in
                  Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
                  indirectly,  in the aggregate a lesser percentage of the total
                  voting  power  of the  Voting  Stock  of the  Seller  or  such
                  Material Subsidiary than such other person and do not have the
                  right or ability by voting  power,  contract or  otherwise  to
                  elect or  designate  for  election a majority  of the Board of
                  Directors of the Seller or such Material  Subsidiary  (for the
                  purposes of this clause (i), such other person shall be deemed
                  to beneficially  own any Voting Stock of a corporation

<PAGE>
                                      -5-


                  held by another corporation (a "parent corporation"),  if such
                  other  person is the  beneficial  owner (as defined  above for
                  such person),  directly or indirectly, of more than 35% of the
                  voting  power of the Voting  Stock of such parent  corporation
                  and the Permitted  Holders  beneficially own (as defined above
                  for the Permitted  Holders),  directly or  indirectly,  in the
                  aggregate  a  lesser  percentage  of the  voting  power of the
                  Voting  Stock of such parent  corporation  and do not have the
                  right or ability by voting  power,  contract or  otherwise  to
                  elect or  designate  for  election a majority  of the board of
                  directors of such parent corporation);

            (ii)  during any period of two consecutive years, individuals who at
                  the  beginning  of  such  period   constituted  the  Board  of
                  Directors of the Seller or such  Material  Subsidiary,  as the
                  case may be,  (together with any new directors  whose election
                  by such Board of Directors or whose nomination for election by
                  the shareholders of the Seller or such Material Subsidiary, as
                  the case may be,  was  approved  by a vote of  66-2/3%  of the
                  directors of the Seller or such  Material  Subsidiary,  as the
                  case may be, then still in office who were either directors at
                  the  beginning of such period or whose  election or nomination
                  for election was previously so approved)  cease for any reason
                  to  constitute  a majority of the Board of  Directors  then in
                  office; or

            (iii) the merger or  consolidation  of the  Seller or such  Material
                  Subsidiary, as the case may be, with or into another Person or
                  the merger of another  Person  with or into the Seller or such
                  Material  Subsidiary,  as the case may be, or the liquidation,
                  wind-up  or   dissolution  of  the  Seller  or  such  Material
                  Subsidiary,  as  the  case  may  be,  or  the  sale  of all or
                  substantially  all the assets of the  Seller or such  Material
                  Subsidiary,  as the case may be, to another Person (other than
                  a Person that is controlled by the Permitted Holders), and, in
                  the case of any such merger or  consolidation,  the securities
                  of the Seller or such Material Subsidiary, as the case may be,
                  that are outstanding immediately prior to such transaction and
                  which  represent  100% of the  aggregate  voting  power of the
                  Voting Stock of the Seller or such Material Subsidiary, as the
                  case  may  be,  are  changed  into  or  exchanged   for  cash,
                  securities or property,  unless  pursuant to such  transaction
                  such securities are changed into or exchanged for, in addition
                  to  any  other  consideration,  securities  of  the  surviving
                  corporation that represent immediately after such transaction,
                  at  least a  majority  of the  aggregate  voting  power of the
                  Voting Stock of the surviving corporation;  provided, however,
                  that the sale by the Seller or its  Subsidiaries  from time to
                  time solely of the consumer and commercial  loans,  leases and
                  receivables  purchased or originated or acquired by the Seller
                  to a trust for the  purpose  solely of  effecting  one

<PAGE>
                                      -6-


                  or more  securitizations  shall not be treated  hereunder as a
                  sale of all or substantially all the assets of the Seller.

                  For purposes of this definition of Change of Control,  neither
                  ContiTrade Services, L.L.C. nor California Lending Group shall
                  constitute a Material Subsidiary.

                  Notwithstanding  anything  contained in this  Agreement to the
                  contrary,  a  Change  in  Control  accompanied  by  an  equity
                  infusion in the Seller of not less than $100,000,000 shall not
                  constitute  an Event of Default  under this  Agreement  for 60
                  days  after  the  date  of such  equity  infusion,  unless  an
                  additional  Change of Control  shall occur  during such 60 day
                  period.

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

            Closing  Documents:  With respect to the initial  Closing Date,  the
documents  required  pursuant to Section  9(a) and 9(b) and with  respect to any
other Closing Date, the documents required pursuant to Section 9(b).

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

            Combined  Loan-to-Value Ratio or CLTV: As of any date for any Second
Lien Mortgage  Loan, the fraction,  expressed as a percentage,  the numerator of
which is the sum of (a) the original  principal  balance of the  Mortgage  Loan,
plus (b) the unpaid principal  balance of any first mortgage loan secured by the
Mortgaged  Property  as of  such  date,  and the  denominator  of  which  is the
Appraised Value of the related Mortgaged Property.

            Condemnation Proceeds:  All awards,  compensation and settlements in
respect of a taking of all or part of a  Mortgaged  Property  by exercise of the
power of condemnation or the right of eminent domain.

            Confirmation:  With respect to any Mortgage  Loan Package  purchased
and sold on any Closing Date, the letter agreement between the Purchaser and the
Seller,  in the form  annexed  hereto as Exhibit  10  (including  any  exhibits,
schedules and  attachments  thereto),  setting forth the terms and conditions of
such  transaction  and  describing  the  Mortgage  Loans to be  purchased by the
Purchaser  on such  Closing  Date.  A  Confirmation  may relate to more than one
Mortgage Loan Package to be purchased on one or more Closing Dates hereunder.

            Custodial Account: The separate account established by Purchaser, in
its own  name  and for its own  benefit,  as  identified  to the  Seller  by the
Purchaser.

<PAGE>
                                      -7-


            Custodial  Agreement:  The agreement  governing the retention of the
originals of each  Mortgage  Note,  Mortgage,  Assignment  of Mortgage and other
Mortgage Loan Documents,  a form of which agreement is annexed hereto as Exhibit
6.

            Custodian:  Manufacturers  and  Traders  Trust  Company,  a New York
banking  corporation,  in its  capacity  as the  custodian  under the  Custodial
Agreement, or its successor in interest or assigns, or any successor custodian.

            Cut-off Date: With respect to each Mortgage Loan Package,  a date to
be mutually  agreed upon between the Seller and the  Purchaser,  as set forth in
the related Confirmation.

            Deferred  Purchase  Price:  Shall  have  the  meaning  set  forth in
Subsection 4.02.

            Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by
a Qualified Substitute Mortgage Loan.

            Disposed  Mortgage  Loan:  Shall  have  the  meaning  set  forth  in
Subsection 4.02.

            Disposition Expenses:  With respect to each Mortgage Loan, an amount
equal to the excess of (i) all  reasonable  out-of-pocket  expenses  incurred by
Purchaser in  connection  with the purchase  and resale of such  Mortgage  Loans
(including  out-of-pocket legal, due diligence,  servicing transfer expenses and
any hedging losses (offset by any hedging  gains)) over (ii) 0.25% of the unpaid
principal balance of such Mortgage Loan as of the related Cut-off Date.

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

            Eligible Account:  Either (i) an account or accounts maintained with
a  federal  or state  chartered  depository  institution  or trust  company  the
short-term  unsecured debt obligations of which (or, in the case of a depository
institution  or trust  company  that is the  principal  subsidiary  of a holding
company,  the short-term unsecured debt obligations of such holding company) are
rated A-1 by S&P or Prime-1 by Moody's (or a comparable rating if another rating
agency is specified by the Purchaser by written notice to the Interim  Servicer)
at the time any amounts are held on deposit therein, (ii) an account or accounts
the deposits in which are fully  insured by the FDIC or (iii) a trust account or
accounts maintained with a federal or state chartered depository  institution or
trust  company  acting in its  fiduciary  capacity.  Eligible  Accounts may bear
interest.

            Eligible Mortgage Loan: A first or second lien residential  mortgage
loan  originated  by  ContiMortgage  Corporation  or acquired  by  ContiMortgage
Corporation  (i)  that is not  more  than  29 days  delinquent;  (ii)  that  was
underwritten in accordance with the  Underwriting  Guidelines  acceptable to the
Purchaser  as  verified  in  accordance  with  Section 4 hereof;  (iii) that was
originated  by  ContiMortgage  Corporation  not more  than 60 days  prior to the
proposed   Closing  Date  or  if  such  Mortgage  Loan  was  not  originated  by
ContiMortgage  Corporation,  that was  originated not more than 75 days prior to
the  proposed  Closing  Date,  and (iv) that meets the  criteria of  established

<PAGE>
                                      -8-


purchasers of loans of such type as  reasonably  determined by Purchaser in good
faith and in consultation with the Seller.

            Escrow Account:  The separate trust account or accounts  created and
maintained  pursuant to this  Agreement  which shall be entitled  "ContiMortgage
Corporation,  as servicer,  in trust for the Purchaser  and various  Mortgagors,
Fixed  and  Adjustable  Rate  Mortgage   Loans,"   established  at  a  financial
institution acceptable to the Purchaser.

            Escrow  Payments:  The amounts  constituting  ground  rents,  taxes,
assessments,  water charges, sewer rents, fire and hazard insurance premiums and
other  payments  required  to be escrowed by the  Mortgagor  with the  Mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.

            Event of Default:  Any one of the events  enumerated  in  Subsection
14.01.

            Exception  Limit:  With respect to each Mortgage  Loan Package,  the
maximum amount of Exception Loans which Purchaser shall be obligated to purchase
on the related Closing Date at the standard Initial Purchase Price, which amount
shall be equal to (a) with respect to each Closing Date  occurring  prior to the
date which is 60 days  following  the date hereof,  10% of the unpaid  principal
balance of the Mortgage Loans  constituting the Mortgage Loan Package,  not more
than 50% of which shall consist of Exception Loans with material appraised value
or LTV exceptions showing a variance of 10% (which percentage shall be raised to
15% if the Seller  demonstrates to the reasonable  satisfaction of the Purchaser
that whole loan  purchasers  of loans  similar to the Eligible  Loans  generally
accept a variance in appraised value or LTV exceptions  equal to or greater than
15%) or more as  determined  by the  Purchaser;  and (b)  thereafter,  5% of the
unpaid  principal  balance of the Mortgage Loans  constituting the Mortgage Loan
Package.

            Exception  Loan:  Any mortgage  loan that a Seller offers to sell to
the  Purchaser  hereunder  which has a material  exception  to the  Underwriting
Guidelines  as  determined by the  Purchaser  without  appropriate  compensating
factors but which the Purchaser  determines in its reasonable  discretion has an
implied Initial Purchase Price of not less than 80% of the outstanding principal
balance of such mortgage loan;  provided,  however,  that any such mortgage loan
which  Purchaser  has  determined,  following its  underwriting,  is an Eligible
Mortgage  Loan shall not  constitute  an  Exception  Loan  without  demonstrable
evidence  presented to the Seller that such mortgage  loan is an Exception  Loan
and  without  the  Seller  having had  reasonable  opportunity  to consult  with
Purchaser  regarding  such  categorization.  No  Mortgage  Loan with an  implied
Initial  Purchase  Price of less than 80% shall be eligible  for sale  hereunder
unless  the  Seller  and the  Purchaser  mutually  agree to revise  the  Initial
Purchase Price for such Mortgage Loan.

            Facility Limit: Shall have the meaning set forth in Section 2.

            Facility Termination Date: The earliest of (i) the date on which the
Purchaser  purchases  Mortgage  Loans  pursuant to this Agreement with aggregate
outstanding  principal balance

<PAGE>
                                      -9-


equal to the Maximum Purchase Amount,  (ii) March 31, 2000, or (iii) the date on
which an Event of Default occurs.

            Fannie Mae:  Fannie Mae, a federally  chartered and privately  owned
corporation existing under the Federal National Mortgage Association Charter Act
or any successor thereto.

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

            First Lien: With respect to each Mortgaged Property, the lien of the
mortgage,  deed of trust or other  instrument  securing  a  mortgage  note which
creates a first lien on the Mortgaged Property.

            Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property  (other than a Mortgage Loan or REO Property  purchased
by the Seller pursuant to this Agreement),  a determination  made by the Interim
Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries  which the Interim  Servicer,  in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so recovered. The
Interim Servicer shall maintain records,  prepared by a servicing officer of the
Interim Servicer, of each Final Recovery Determination.

            Fixed Rate Mortgage  Loan: A Mortgage Loan with respect to which the
Mortgage  Interest  Rate set forth in the Mortgage Note is fixed for the term of
such Mortgage Loan.

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

            Funding Limit: As defined in Section 2 hereof.

            Governmental Authority: Any nation or government, any state, agency,
instrumentality or other political  subdivision  thereof,  any entity exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining to government and any court or arbitrator  having  jurisdiction  over
the  Seller  or  Interim  Servicer,  any of their  Subsidiaries  or any of their
properties.

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

            HOEPA: The Home Ownership and Equity Protection Act of 1994.

            Holdback: As defined in Subsection 4.01(b).

<PAGE>
                                      -10-


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

            Indebtedness Documents: Those document listed on Schedule 3 hereto.

            Index:  With respect to any Adjustable Rate Mortgage Loan, the index
identified on the Mortgage  Loan Schedule and set forth in the related  Mortgage
Note for the purpose of calculating the interest rate thereon.

            Initial  Closing  Date:  The  Closing  Date on which  the  Purchaser
purchases and the Seller sells the first Mortgage Loan Package hereunder.

            Initial Purchase Price: As defined in Subsection 4.01.

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

            Interim Servicer  Material Adverse Effect: A material adverse effect
upon (i) the business operations,  properties or assets of the Interim Servicer,
(ii) the ability of the Interim Servicer to perform its  obligations,  or of the
Purchaser to enforce any of its rights or remedies,  under this  Agreement  with
respect  to  servicing  or any of  documents  to be  executed  and/or  delivered
hereunder which relate to servicing,  or (iii) the validity or enforceability of
this  Agreement,  in the case of (i),  (ii) and  (iii)  above  (a)  taking  into
consideration   the  financial   condition  of  the  Interim  Servicer  and  its
Subsidiaries  as of the  date of this  Agreement  and (b)  without  taking  into
consideration  any  further  deterioration  of the  financial  condition  of the
Interim Servicer and its Subsidiaries after the date of this Agreement.

            Interim  Servicer  Termination  Event:  Either (a) the breach of any
representation,  warranty,  covenant or  agreement  under this  Agreement or the
Custodial Agreement by the Interim Servicer in its capacity as interim servicer,
or (b) any action is taken by any governmental,  regulatory,  or self-regulatory
authority  to  remove,  limit,  restrict,   suspend  or  terminate  the  rights,
privileges,  or operations of the Interim Servicer,  including  suspension as an
issuer,  lender or seller/servicer of related types of assets, or (c) an Interim
Servicer  Material  Adverse Effect shall occur,  which in the case of (a) or (b)
above results in a material  adverse  effect on the value of any Mortgage  Loan,
the Purchaser's  interest in any Mortgage Loan or the Interim Servicer's ability
to perform its obligations under this Agreement.

            Interim  Servicing  Fee:  With respect to each  Mortgage  Loan,  the
amount of the  annual  servicing  fee the  Purchaser  shall  pay to the  Interim
Servicer, which shall, for each month, be equal to one-twelfth of the product of
(a) the Interim  Servicing Fee Rate and (b) the unpaid principal  balance of the
Mortgage Loan. If the Interim  Servicing  Period includes any partial month, the
Interim Servicing Fee for such month shall be pro rated at a per diem rate based
upon a 30-day month.

            Interim  Servicing Fee Rate: The per annum rate at which the Interim
Servicing  Fee accrues,  which rate shall be equal to (i) during the period that
the Interim Servicer provides interim servicing, 0.50% per annum and (ii) during
the period the Interim Servicer acts as subservicer pursuant to Section 12(b)(7)
of this  Agreement,  0.50% per annum less the annual fee  payable to the related
servicer.

<PAGE>
                                      -11-


            Interim  Servicing  Period:  With respect to any Mortgage  Loan, the
period  commencing on the related  Closing Date and ending on the earlier of the
thirtieth day following the Closing Date and completion of a servicing  transfer
with respect to such Mortgage Loan; provided, however that the Interim Servicing
Period may be extended for  additional  periods of thirty days by written notice
to the Interim Servicer from the Purchaser.

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

            Loan-to-Value  Ratio or LTV: With respect to any Mortgage Loan as of
any date of determination,  the ratio on such date of the outstanding  principal
amount of the Mortgage Loan, to the Appraised Value of the Mortgaged Property.

            Material  Adverse  Effect:  A material  adverse  effect upon (i) the
business  operations,  properties or assets of the Seller and its  Subsidiaries,
taken as a whole or of ContiMortgage  Corporation,  in its capacity as orginator
of the Mortgage Loans, (ii) the ability of Seller or ContiMortgage  Corporation,
in its capacity as orginator of the Mortgage Loans, to perform its  obligations,
or of the  Purchaser  to  enforce  any of its  rights or  remedies,  under  this
Agreement or any of documents to be executed and/or delivered  hereunder,  (iii)
the validity or  enforceability  of this  Agreement;  or (iv) the Mortgage Loans
taken as a whole, in the case of (i), (ii), (iii) and (iv) above (a) taking into
consideration   the  financial   condition  of  the  Seller  and   ContiMortgage
Corporation,  in its  capacity as orginator  of the  Mortgage  Loans,  and their
Subsidiaries  as of the  date of this  Agreement  and (b)  without  taking  into
consideration any further deterioration of the financial condition of the Seller
or  ContiMortgage  Corporation,  in its  capacity as  orginator  of the Mortgage
Loans, and their Subsidiaries after the date of this Agreement.

            Material  Subsidiary:  means  (a)  any  Subsidiary  identified  as a
Material  Subsidiary  on  Schedule 2  attached  hereto,  and (b) any  Subsidiary
created  or  acquired  after  the  date  hereof  that  would  be a  "Significant
Subsidiary"  of the Seller within the meaning of Rule 1-02 under  Regulation S-X
promulgated by the Securities Exchange Commission.

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

<PAGE>
                                      -12-


            Maximum  Purchase  Amount:  One  billion  dollars  ($1,000,000,000),
subject to increase as provided in Section 2(c).

            Minimum Mortgage Interest Rate: With respect to each Adjustable Rate
Mortgage  Loan, a rate that is set forth on the related  Mortgage  Loan Schedule
and in the related  Mortgage Note and is the minimum  interest rate to which the
Mortgage  Interest Rate on such Mortgage Loan may be decreased on any Adjustment
Date.

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

            Moody's:  Moody's  Investors  Service,  Inc.  or  its  successor  in
interest.

            Mortgage: The mortgage, deed of trust or other instrument creating a
first or second lien (as indicated on the Mortgage  Loan  Schedule) on Mortgaged
Property securing the Mortgage Note.

            Mortgage  File: The items  pertaining to a particular  Mortgage Loan
referred to in Exhibit 5 annexed hereto,  and any additional  documents required
to be added to the  Mortgage  File  pursuant  to this  Agreement  or the related
Confirmation.

            Mortgage  Interest  Rate:  With respect to each Fixed Rate  Mortgage
Loan,  the fixed annual rate of interest  provided  for in the related  Mortgage
Note and, with respect to each  Adjustable  Rate Mortgage  Loan, the annual rate
that interest accrues on such Adjustable Rate Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note.

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

            Mortgage Loan  Documents:  The documents  listed in Section 2 of the
Custodial Agreement pertaining to any Mortgage Loan.

            Mortgage Loan Package:  The Mortgage Loans listed on a Mortgage Loan
Schedule,  delivered  to the  Custodian  and the  Purchaser  at  least  five (5)
Business Days prior to the related  Closing Date (or such lesser period mutually
agreed upon) and attached to this Agreement as Schedule I on the related Closing
Date.

<PAGE>
                                      -13-


            Mortgage Loan Schedule:  With respect to each Mortgage Loan Package,
the  schedule  of  Mortgage  Loans to be  annexed  hereto  as  Schedule  I (or a
supplement thereto) on each Closing Date for the Mortgage Loan Package delivered
on such  Closing  Date in both hard copy and  electronic  modem,  such  schedule
setting  forth the following  information  with respect to each Mortgage Loan in
the Mortgage Loan Package:  (1) the Seller's  Mortgage Loan identifying  number;
(2) the Mortgagor's first and last name; (3) the street address of the Mortgaged
Property  including the state and zip code;  (4) a code  indicating  whether the
Mortgaged  Property  is  owner-occupied;  (5) the type of  Residential  Dwelling
constituting the Mortgaged  Property;  (6) the original months to maturity;  (7)
the original date of the Mortgage Loan and the remaining months to maturity from
the  Cut-off  Date,  based  on  the  original  amortization  schedule;  (8)  the
Loan-to-Value  Ratio at  origination;  (9) the Mortgage  Interest Rate in effect
immediately following the Cut-off Date; (10) the date on which the first Monthly
Payment was due on the Mortgage Loan;  (11) the stated  maturity date;  (12) the
amount  of the  Monthly  Payment  at  origination;  (13)  with  respect  to each
Adjustable  Rate  Mortgage  Loan,  the amount of the  Monthly  Payment as of the
Cut-off  Date;  (14) the last Due Date on which a Monthly  Payment was  actually
applied to the unpaid  Stated  Principal  Balance;  (15) the original  principal
amount of the Mortgage Loan; (16) the Stated  Principal  Balance of the Mortgage
Loan as of the close of business on the Cut-off Date;  (17) with respect to each
Adjustable Rate Mortgage Loan, the first  Adjustment  Date; (18) with respect to
each Adjustable Rate Mortgage Loan, the Gross Margin; (19) a code indicating the
purpose of the loan (i.e., purchase financing,  refinancing);  (20) with respect
to each Adjustable Rate Mortgage Loan, the Maximum Mortgage  Interest Rate under
the terms of the  Mortgage  Note;  (21) with  respect  to each  Adjustable  Rate
Mortgage  Loan,  the  Minimum  Mortgage  Interest  Rate  under  the terms of the
Mortgage Note; (22) the Mortgage Interest Rate at origination; (23) with respect
to each  Adjustable Rate Mortgage Loan, the Periodic Rate Cap; (24) with respect
to each  Adjustable Rate Mortgage Loan, the first  Adjustment  Date  immediately
following the Cut-off Date;  (25) with respect to each  Adjustable Rate Mortgage
Loan, the Index; (26) the date on which the first Monthly Payment was due on the
Mortgage Loan and, if such date is not consistent with the Due Date currently in
effect,  such Due Date; (27) a code  indicating  whether the Mortgage Loan is an
Adjustable  Rate  Mortgage  Loan  or a Fixed  Rate  Mortgage  Loan;  (28) a code
indicating the documentation style (i.e., full, alternative or reduced);  (29) a
code indicating if the Mortgage Loan is subject to the provisions of HOEPA; (30)
the  Appraised  Value of the  Mortgaged  Property;  (31)  the sale  price of the
Mortgaged Property,  if applicable;  (32) a code indicating whether the Mortgage
is a First Lien or Second Lien; (33) the Mortgagor's FICO score (to the extent a
FICO score is available);  (34) a code indicating whether the Mortgage Loan is a
Retention  Mortgage  Loan;  (35) a code  indicating if interest on such Mortgage
Loan is calculated  on a 30/360  basis;  (36) the  Mortgagor's  social  security
number;  (37) a code identifying  origination  source; (38) a code indicating if
the  Mortgage  Loan is a  balloon  Mortgage  Loan;  (39) a code  indicating  the
Mortgage Note class (borrower grade);  (40) with respect to each Adjustable Rate
Mortgage Loan, the adjustment  frequency;  (41) the ratio of original  principal
balance of the Mortgage Loan to the Mortgagor's  income;  (42) a code indicating
the  prepayment  penalty,  if any;  and (43) with  respect  to any  Second  Lien
Mortgage Loan, the outstanding  principal  balance of the First Line on the date
of origination  of such Second Lien Mortgage Loan.  With respect to the Mortgage
Loan Package in the  aggregate,  the Mortgage Loan Schedule  shall set forth the
following  information,  as of the  related  Cut-off  Date:  (1) the  number  of
Mortgage Loans; (2) the Stated Principal  Balance of the Mortgage Loans; (3) the
weighted  average  Mortgage  Interest  Rate

<PAGE>
                                      -14-


of the Mortgage  Loans;  and (4) the weighted  average  maturity of the Mortgage
Loans.  Schedule  I hereto  shall be  supplemented  as of each  Closing  Date to
reflect the addition of the Mortgage  Loan  Schedule with respect to the related
Mortgage Loan Package.

            Mortgage Note:  The original  executed note or other evidence of the
Mortgage Loan indebtedness of a Mortgagor.

            Mortgaged Property: The Mortgagor's real property securing repayment
of a related  Mortgage  Note,  consisting  of a fee simple  interest in a single
parcel of real property improved by a Residential Dwelling.

            Mortgagee:  The mortgagee or  beneficiary  named in the Mortgage and
the successors and assigns of such mortgagee or beneficiary.


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

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

            One Month LIBOR:  The rate per annum equal to the rate  published by
Bloomberg or if such rate is not  available,  the rate appearing at page 3750 of
the Telerate  Screen as one-month LIBOR on such date, and if such rate shall not
be so  quoted,  the rate per  annum at which the  Purchaser  is  offered  Dollar
deposits at or about 11:00 A.M.,  eastern  time,  on such date by prime banks in
the interbank  eurodollar  market where the eurodollar and foreign  currency and
exchange  operations  are then being  conducted  for  delivery on such day for a
period of one month.

            Opinion  of  Counsel:  A  written  opinion  of  counsel,  who may be
salaried  counsel for the Person on behalf of whom the  opinion is being  given,
reasonably acceptable to each Person to whom such opinion is addressed.

            Pass-Through  Transfer:  The sale or  transfer of some or all of the
Mortgage  Loans by the  Purchaser  to a trust to be formed as part of a publicly
issued or privately placed mortgage-backed securities transaction.

            Periodic  Rate Cap:  With respect to each  Adjustable  Rate Mortgage
Loan and any Adjustment Date therefor,  a number of percentage  points per annum
that is set forth in the  related  Mortgage  Loan  Schedule  and in the  related
Mortgage Note,  which is the maximum amount by which the Mortgage  Interest Rate
for such  Adjustable  Rate  Mortgage  Loan may increase  (without  regard to the
Maximum  Mortgage

<PAGE>
                                      -15-


Interest  Rate) or decrease  (without  regard to the Minimum  Mortgage  Interest
Rate)  on such  Adjustment  Date  from  the  Mortgage  Interest  Rate in  effect
immediately prior to such Adjustment Date.

            Permitted  Holders:   The  lineal  descendants  of  Jules  Fribourg,
including any individual legally adopted;  spouses of such descendants;  trusts,
the beneficiaries of which are any of the foregoing; partnerships, corporations,
or other entities in which any of the foregoing  (individually  or collectively)
has a controlling interest; and charitable  organizations  established by any of
the foregoing.

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

            Portfolio Mortgage Loan: As defined in Section 2 hereof.

            Preferred  Stock:  As applied to the  Capital  Stock of any  Person,
means  Capital  Stock of any  class or  classes  (however  designated)  which is
preferred as to the payment of dividends,  or as to the  distribution  of assets
upon any voluntary or  involuntary  liquidation  or  dissolution of such Person,
over shares of Capital Stock of any other class of such Person.

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

            Qualified  Substitute Mortgage Loan: A mortgage loan substituted for
a Deleted  Mortgage Loan pursuant to the terms of this Agreement  which must, on
the date of such substitution,  (i) have an outstanding principal balance, after
application  of all  scheduled  payments of principal and interest due during or
prior to the  month of  substitution,  not in  excess  of the  Stated  Principal
Balance of the Deleted  Mortgage  Loan as of the Due Date in the calendar  month
during which the  substitution  occurs,  (ii) have a Mortgage  Interest Rate not
less than (and not more than one  percentage  point in excess  of) the  Mortgage
Interest  Rate of the Deleted  Mortgage  Loan,  (iii) have a  remaining  term to
maturity  not  greater  than (and not more than one year less  than) that of the
Deleted Mortgage Loan, (iv) have a Due Date acceptable to Purchaser,  (v) have a
Loan-to-Value  Ratio as of the date of  substitution  equal to or lower than the
Loan-to-Value  Ratio of the Deleted  Mortgage Loan as of such date, (vi) conform
to each  representation  and  warranty  set  forth  in  Subsection  7.02 of this
Agreement and (vii) be the same type of mortgage loan (i.e.  fixed or adjustable
rate with the same Gross Margin and Index as the Deleted  Mortgage Loan). In the
event that one or more mortgage  loans are  substituted  for one or more Deleted
Mortgage Loans,  the amounts  described in clause (i) hereof shall be determined
on the basis of  aggregate  principal  balances,  the  Mortgage  Interest  Rates
described  in clause (ii) hereof  shall be  determined  on the basis of weighted
average Mortgage  Interest Rates and shall be satisfied as to each such mortgage
loan,  the terms  described in clause (iii) shall be  determined on the basis of
weighted average remaining terms to maturity, the Loan-to-Value Ratios described
in clause (v)  hereof  shall be  satisfied  as to

<PAGE>
                                      -16-


each such mortgage  loan and,  except to the extent  otherwise  provided in this
sentence,  the  representations  and warranties  described in clause (vi) hereof
must  be  satisfied  as to each  Qualified  Substitute  Mortgage  Loan or in the
aggregate, as the case may be.

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

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

            REO  Property:  A  Mortgaged  Property  acquired  as a result of the
liquidation of a Mortgage Loan.

            Repurchase  Price:  With respect to any Mortgage Loan, a price equal
to (i) the product of the Stated  Principal  Balance of such Mortgage Loan times
the purchase price  percentage  previously paid for the Mortgage Loan (including
the Initial Purchase Price (taking into account any retained  Holdback) and with
respect to any Mortgage Loan sold pursuant to a Whole Loan Transfer the Deferred
Purchase Price to the extent paid),  plus (ii) interest on such Stated Principal
Balance  at the  Mortgage  Interest  Rate from and  including  the last Due Date
through  which  interest  has been paid by or on behalf of the  Mortgagor to the
first day of the month following the date of repurchase,  less amounts  received
in  respect  of such  repurchased  Mortgage  Loan  which are  being  held in the
Custodial Account for distribution in connection with such Mortgage Loan.

            Residential  Dwelling:  A single  (one-to-four)  family  residential
dwelling,  which may include  condominiums and townhouses,  manufactured housing
which is real  property  under  applicable  state  law or small  multifamily  or
mixed-use property, but shall not include co-operatives or mobile homes.

            Retention  Mortgage  Loan: A Mortgage  Loan which was  originated by
ContiMortgage  Corporation  to  refinance  an existing  mortgage  loan which was
originated or acquired by  ContiMortgage  Corporation and as to which the Seller
or  servicer  of the  Mortgage  Loan  received  a  request  for  payoff or other
indication that the mortgage loan will be paid off.

            Second Lien:  With respect to each Mortgaged  Property,  the lien of
the mortgage,  deed of trust or other instrument  securing a mortgage note which
creates a second lien on the Mortgaged Property.

            Second Lien  Mortgage  Loan: A Mortgage  Loan secured by the lien on
the Mortgaged  Property,  subject to one prior lien on such  Mortgaged  Property
securing financing obtained by the related Mortgagor.

            Servicing  Addendum:  The terms and  conditions  attached  hereto as
Exhibit 9 which will govern the  servicing of the Mortgage  Loans by the Interim
Servicer during the Interim Servicing Period.

<PAGE>
                                      -17-


            Servicing   Advances:   All  customary,   reasonable  and  necessary
"out-of-pocket"  costs and  expenses  incurred  by the  Interim  Servicer in the
performance  of its servicing  obligations,  including,  but not limited to, the
cost of (i) preservation,  restoration and repair of a Mortgaged Property,  (ii)
any  enforcement  or  judicial  proceedings  with  respect to a  Mortgage  Loan,
including  foreclosure  actions and (iii) the management and  liquidation of REO
Property.

            Servicing  File:  With  respect  to each  Mortgage  Loan,  the  file
retained by the Interim Servicer consisting of originals of all documents in the
Mortgage  File which are not  delivered to the  Purchaser or the  Custodian  and
copies of the Mortgage  Loan  Documents  set forth in Section 2 of the Custodial
Agreement.

            S&P: Standard & Poor's Ratings Group or its successor in interest.

            Stated Principal Balance: As to each Mortgage Loan as of any date of
determination,  (i) the principal balance of the Mortgage Loan as of the Cut-off
Date after  giving  effect to payments of  principal  received on or before such
date,  minus (ii) all  amounts  previously  distributed  to the  Purchaser  with
respect to the related  Mortgage  Loan  representing  payments or  recoveries of
principal.

            Subsidiary: With respect to any Person, any other Person 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.

            Tax Service  Contract:  A transferable  contract  maintained for the
Mortgaged  Property  with a tax service  provider  for the purpose of  obtaining
current  information  from local taxing  authorities  relating to such Mortgaged
Property.

            Underwriting  Guidelines:  The general underwriting guidelines dated
February,  1999 attached  hereto as Exhibit 12, as modified by the  Underwriting
Guideline  modifications  attached as Exhibit 13 hereto,  or such other mutually
agreed guidelines.

            Voting  Stock:  With  respect  to any  Person  means all  classes of
Capital Stock or other interests (including  partnership interests or membership
interests) of such Person then outstanding and normally entitled (without regard
to the  occurrence  of any  contingency)  to vote in the election of  directors,
managers or trustees thereof.

            Whole  Loan  Transfer:  Any sale or  transfer  of some or all of the
Mortgage Loans by the Purchaser to a third party,  which sale or transfer is not
a Pass-Through Transfer.

<PAGE>
                                      -18-


            SECTION 2. Purchase and Sale of Mortgage Loans.

            (a) From time to time prior to the Facility  Termination  Date,  the
Seller hereby  agrees to offer to sell to the  Purchaser  all Eligible  Mortgage
Loans which are not  Carve-out  Mortgage  Loans,  and upon  satisfaction  of the
conditions  precedent  set forth in Section 8 herein and subject to the terms of
this Agreement,  the Purchaser  agrees to purchase such Eligible  Mortgage Loans
having an aggregate  principal  balance on the related Cut-off Date in an amount
as set forth in the related  Confirmation.  Notwithstanding  the foregoing,  the
Purchaser  shall not have any  obligation to purchase any Mortgage  Loans to the
extent that, after taking into account the Mortgage Loans to be purchased on any
proposed Closing Date, (i) the aggregate  principal amount of Mortgage Loans (as
of their representative  Cut-off Dates) purchased by the Purchaser hereunder and
held  by the  Purchaser  as of  such  proposed  Closing  Date  and  not  sold or
transferred in connection with a Whole Loan Transfer or a Pass-Through  Transfer
(such Mortgage Loans, the "Portfolio  Mortgage Loans") would exceed $500,000,000
(the "Funding Limit"); (ii) the aggregate principal amount of Mortgage Loans (as
of their  representative  Cut-off  Dates)  purchased by the  Purchaser  from the
Seller under this Agreement would exceed the Maximum Purchase  Amount;  or (iii)
the sum of the amount  determined  under  clause (i) above,  plus the  aggregate
amount of the advances  outstanding  under (a) the Master  Repurchase  Agreement
Governing  Purchases  and Sales of Assets (the  "Master  Repurchase  Agreement")
dated as of August  9, 1999  among the  Seller  and the  Purchaser  plus (b) any
financing or repurchase  facility between the Seller and the Purchaser  relating
to assets of Empire  Funding Corp.  or  California  Lending  Group,  Inc.  doing
business as United Lending Group, Inc., would collectively  exceed  $650,000,000
(the "Facility  Limit").  The Seller shall not offer more than one Mortgage Loan
Package for sale to the Purchaser in any one week period or such shorter  period
as mutually agreed.  The Purchaser agrees to provide not less than 30 days prior
notice of any change in the criteria  considered  by the Purchaser in connection
with determining whether any Mortgage Loan is an Eligible Mortgage Loan pursuant
to clause (ii) and (iv) of the definition of Eligible  Mortgage  Loan;  provided
that,  the Seller shall use best efforts to implement any changes in its program
which are  requested  by the  Purchaser  sooner  than such 30 day  period to the
extent reasonably practicable.  The Purchaser and the Seller agree that upon the
occurrence of an Interim Servicer  Termination  Event,  the Purchaser,  may, but
shall have no obligation to,  purchase any Mortgage Loans hereunder prior to the
date a successor servicer assumes the  responsibilities  of the Interim Servicer
hereunder;  provided that, in the event a successor servicer has not assumed the
responsibilities  of the  Interim  Servicer  hereunder  within  two weeks of its
occurrence,  the Purchaser  shall have the right to terminate its  obligation to
purchase Mortgage Loans hereunder pursuant to Section 14.02.

            (b) As of each Closing Date,  after giving effect to the purchase of
the related  Mortgage Loan Package to be made on such date,  the Mortgage  Loans
will comply with the Applicable Sublimit Percent Limitations.

            (c) The Seller shall have the right,  in their sole  discretion,  to
increase  the  Maximum  Purchase  Amount  hereunder  from  one  billion  dollars
($1,000,000,000)  to one  and  one  half  billion  dollars  ($1,500,000,000)  by
providing  written notice to the Purchaser of such election

<PAGE>
                                      -19-


and by delivering to the Purchaser a commitment  increase fee equal to $625,000.
In order to make such election,  such written notice and the commitment increase
fee must be received by the Purchaser not later than January 31, 2000.

            (d) The Seller agrees that prior to the Facility  Termination  Date,
neither the Seller nor any affiliate shall commit to sell any Eligible  Mortgage
Loan other than a Carve-out  Mortgage  Loan for sale to any third party  without
the prior written consent of the Purchaser.

            (e) In the event that any Eligible Mortgage Loan purchased hereunder
was  originated  by any  third  party  and  subsequently  sold to the  Purchaser
hereunder,  in addition to the Seller making the  representations and warranties
provided in Section 7 of this  Agreement,  the Seller  shall use its  reasonable
best efforts to assign to the Purchaser any  representations and warranties made
by such third party and the related  remedies  with respect to the breach of any
such representations and warranties.

            SECTION 3.  Mortgage  Loan  Schedules.  The Seller shall deliver the
Mortgage  Loan  Schedule  for a  Mortgage  Loan  Package  to be  purchased  on a
particular  Closing Date to the  Purchaser  at least five (5) Business  Days (or
such lesser period mutually agreed upon) prior to the related Closing Date.

            SECTION 4. Purchase Price.

            Subsection 4.01. Initial Purchase Price

            (a) Subject to the Holdback  set forth in  Subsection  4.01(b),  the
initial  purchase price for each Eligible  Mortgage Loan and each Exception Loan
which would not cause the Exception  Limit to be exceeded  shall be equal to the
Initial Purchase Price Percentage  multiplied by the Stated Principal Balance of
such  Mortgage  Loan as of the  related  Cut-off  Date  (the  "Initial  Purchase
Price").  The Initial Purchase Price Percentage for each Eligible  Mortgage Loan
and each Exception Loan which would not cause the Exception Limit to be exceeded
shall be determined  pursuant to the pricing matrix  attached  hereto as Exhibit
11. The  percentage  of par used to calculate  the Initial  Purchase  Price with
respect to any Mortgage Loan which is not an Eligible  Mortgage Loan or which is
an  Exception  Loan which would cause the  Exception  Limit with  respect to any
Mortgage  Loan Package to be exceeded  shall be an amount  mutually  agreed upon
between the Purchaser and the Seller without regard to the percentage determined
pursuant to such pricing matrix.

            In addition to the Initial  Purchase Price as described  above,  the
Purchaser shall pay to the Seller,  at closing,  accrued  interest on the Stated
Principal  Balance of each Mortgage  Loan as of the related  Cut-off Date at its
Mortgage  Interest  Rate, net of the Interim  Servicing Fee Rate,  from the last
paid  through date for such  Mortgage  Loan through the day prior to the related
Closing Date, both inclusive and determined on an actual over 360 basis.

            (b) An  amount  equal  to  four  percent  (4%)  of  the  outstanding
principal  balance of each  Mortgage  Loan  purchased  on any Closing  Date (the
"Holdback") will be deferred

<PAGE>
                                      -20-


and paid to the  Seller as  follows:  (i) two  percent  (2%) of the  outstanding
principal balance of such Mortgage Loan shall be paid on the date that Purchaser
verifies that each Mortgage Loan in the Mortgage Loan Package either conforms to
the Underwriting  Guidelines or is an Exception Loan included within the related
Exception Limit, and (ii) two percent (2%) of the outstanding  principal balance
of such  Mortgage  Loan shall be paid within five (5)  Business  Days  following
successful completion of the transfer of servicing with respect to such Mortgage
Loan to the  designee of the  Purchaser  as  provided in Section 11 hereof.  The
Purchaser  agrees  to  use  reasonable  efforts  to  complete  the  verification
contemplated in clause (i) above within 2 to 3 Business Days during regular flow
periods and within 5 Business Days during peak flow  periods.  In the event that
the  Purchaser  determines  that  any  Mortgage  Loan  does not  conform  to the
Underwriting  Guidelines,  the  Purchaser  shall  have the right to  retain  the
related  Holdback and require the Seller to repurchase such Mortgage Loan at the
Initial   Purchase   Price   minus  the   amount  of  any   retained   Holdback.
Notwithstanding  anything to the  contrary in this  Section 4, in the event that
transfer of servicing  with respect to any Mortgage Loan has not occurred  prior
to the date the Purchaser determines that such Mortgage Loan does not conform to
the  Underwriting  Guidelines and is not an Exception  Loan included  within the
related Exception Limit,  then, in the event that the Seller does not repurchase
such Mortgage Loan pursuant to Section 7.03, the Purchaser  shall  determine the
market value of such Mortgage  Loan in its sole  reasonable  discretion  and may
apply and set off the entire Holdback to the extent  necessary to  appropriately
reflect the market value of such Mortgage Loan.

            Subsection 4.02. Deferred Purchase Price

            Upon the disposition of a Mortgage Loan by the Purchaser pursuant to
a Whole Loan Transfer or Pass-Through Transfer (a "Disposed Mortgage Loan"), the
Purchaser  shall pay to the Seller a  deferred  purchase  price  (the  "Deferred
Purchase  Price") from the proceeds of such Whole Loan Transfer or  Pass-Through
Transfer  (including  the proceeds  from the sale of the  servicing  rights with
respect  to such  Mortgage  Loan) in an amount  as set forth in this  Subsection
4.02.

            (a) Subject to the provisions of Subsection 4.02(c), with respect to
any Disposed Mortgage Loan sold pursuant to a Whole Loan Transfer,  the Deferred
Purchase  Price shall equal (i) 75%,  times (ii) the cash  proceeds  received by
Purchaser in excess of the sum of (A) 102.25% of the unpaid principal balance of
such Disposed Mortgage Loan, plus (B) Disposition Expenses.

            (b) Subject to the provisions of Subsection 4.02(c), with respect to
any  Disposed  Mortgage  Loan sold  pursuant  to a  Pass-Through  Transfer,  the
Deferred Purchase Price shall be calculated as follows:

            (i)   If the cash proceeds of such sale exceed 102.25% of the unpaid
                  principal   balance  of  the  Disposed   Mortgage   Loan  plus
                  Disposition   Expenses  (as  defined  below),  such  cash  and
                  non-cash  consideration  shall be distributed in the following
                  amounts and priority:

<PAGE>
                                      -21-


            (A)   to the  Purchaser,  all cash  proceeds  up to  102.25%  of the
                  unpaid principal  balance of such Disposed  Mortgage Loan plus
                  Disposition Expenses;

            (B)   to the  Seller  and the  Purchaser  pro  rata,  75%  and  25%,
                  respectively,  of all  cash  proceeds  from  the  sale of such
                  Disposed Mortgage Loan in excess of the amount  distributed to
                  the Purchaser in clause (b) (i) (A) above;

            (C)   to the Purchaser, a security representing 25% of any remaining
                  non-cash   consideration   received  and   proceeds   thereon;
                  provided,  however, that the Purchaser shall instead receive a
                  security   representing   50%   of  any   remaining   non-cash
                  consideration  received and  proceeds  thereon (in lieu of the
                  lien or security interest specified under clause (b)(i)(D)) in
                  the event that the Seller is  prohibited  to grant the lien or
                  security interest  specified under clause (b)(i)(D) due to the
                  provisions of any of the Indebtedness Documents; and

            (D)   to the Seller,  a security  representing  75% of any remaining
                  non-cash consideration received and proceeds;  provided,  that
                  such security shall be pledged to the securitization  trust or
                  to the Purchaser,  as applicable,  to secure any obligation to
                  repurchase  Disposed  Mortgage  Loans  from  the  trust or the
                  Purchaser;  provided further,  however,  that the Seller shall
                  instead receive a security  representing  50% of any remaining
                  non-cash  consideration  received and proceeds  thereon in the
                  event  that the  Seller  is  prohibited  to grant  the lien or
                  security interest specified under this clause (b)(i)(D) due to
                  the provisions of any of the Indebtedness Documents; provided,
                  further,  that in either case the Purchaser's and the Seller's
                  interest under clauses  (b)(i)(C) and (b)(i)(D)  shall be pari
                  passu.

      (ii)  If the cash proceeds  from the sale of such  Disposed  Mortgage Loan
            are less  than  102.25%  plus  Disposition  Expenses,  such cash and
            non-cash consideration shall be distributed in the following amounts
            and priority:

            (A)   to the Purchaser, all cash received;

            (B)   to  the  Purchaser,  a  security  in an  amount  equal  to the
                  difference  between (i) 102.25% plus Disposition  Expenses and
                  (ii)  gross  cash  proceeds  received  pursuant  to  subclause
                  (b)(ii)(A)  above.  Such  security  shall bear interest at the
                  rate  of  One  Month  LIBOR  plus  5%,  with  interest  to  be
                  compounded monthly;

<PAGE>
                                      -22-


            (C)   to the Purchaser, a security representing 25% of any remaining
                  non-cash   consideration   received  and   proceeds   thereon;
                  provided,  however, that the Purchaser shall instead receive a
                  security   representing   50%   of  any   remaining   non-cash
                  consideration  received and  proceeds  thereon (in lieu of the
                  lien or security interest  specified under clause  (b)(ii)(D))
                  in the event that the Seller is  prohibited  to grant the lien
                  or security interest  specified under clause (b)(ii)(D) due to
                  the provisions of any of the Indebtedness Documents; and

            (D)   to the Seller,  a security  representing  75% of any remaining
                  non-cash consideration received and proceeds;  provided,  that
                  such security shall be pledged to the securitization  trust or
                  to the Purchaser,  as applicable,  to secure any obligation to
                  repurchase  Disposed  Mortgage  Loans  from  the  trust or the
                  Purchaser;  provided further,  however,  that the Seller shall
                  instead receive a security  representing  50% of any remaining
                  non-cash  consideration  received and proceeds  thereon in the
                  event  that the  Seller  is  prohibited  to grant  the lien or
                  security  interest  specified under this clause (b)(ii)(D) due
                  to  the  provisions  of any  of  the  Indebtedness  Documents;
                  provided, further, that in either case the Purchaser's and the
                  Seller's  interest  under clauses  (b)(ii)(C)  and  (b)(ii)(D)
                  shall be pari passu.

            (c)  Notwithstanding  the provisions of this Subsection  4.02, in no
event shall the Deferred Purchase Price with respect to any Mortgage Loan exceed
an amount  equal to six percent (6%) of the Initial  Purchase  Price paid by the
Purchaser for such Mortgage Loan.

            Subsection 4.03. Purchase Price Adjustment

            On the  date  which is 18  months  following  the date on which  any
Mortgage Loan is subject to a Pass-Through  Transfer or a Whole Loan Transfer in
which  the  Purchaser  received  cash and  non-cash  consideration  in excess of
102.25% of the unpaid  principal  balance of such Mortgage Loan plus Disposition
Expenses,  the  Purchaser  shall pay to the Seller a purchase  price  adjustment
equal to (i)  one-eighth  of one percent  (0.125%)  times the  aggregate  unpaid
principal balance of such Mortgage Loan as of the pool disposition  cut-off date
of such Pass-Through  Transfer or Whole Loan Transfer less (ii) the total amount
of the losses actually realized by the Purchaser or reasonably  estimated by the
Purchaser to be realized as a result of any repurchases by the Purchaser of such
Mortgage  Loans  resulting  from a breach of a  representation  or  warranty  in
Section  7  hereof  or in  any  document  entered  into  in  connection  with  a
Pass-Through Transfer or Whole Loan Transfer pursuant to Section 12(b)(3) or any
obligations  or  claims  resulting  from a breach  of such a  representation  or
warranty that exist on behalf of the Purchaser to repurchase  such Mortgage Loan
or any other  Mortgage Loan which was subject to such  Pass-Through  Transfer or
Whole Loan Transfer.  For purposes of this Section 4.03, the Purchaser's  losses
on any  Mortgage  Loan  shall  be  equal  to the  sum  of (a)  any  unreimbursed
indemnification  expenses  incurred  or to  be  incurred  by  the  Purchaser  in
connection  with such  Mortgage  Loan,  and (b) the  excess,  if any, of (i) the
amount  paid  or to be  paid

<PAGE>
                                      -23-


by the Purchaser in  connection  with any such  repurchase,  over (ii) the total
proceeds  received by the Purchaser  with respect to such Mortgage Loan pursuant
to such Whole Loan  Transfer or  Pass-Through  Transfer,  net of the expenses of
such sale or other disposition and the reasonable expenses of the repurchase and
resale of such Mortgage Loan.

            Subsection 4.04. Purchased Interest.

            The  Purchaser  shall own and be entitled to receive with respect to
each Mortgage Loan  purchased,  (1) all recoveries of principal  collected after
the Cut-off Date,  (2) all payments of interest on the Mortgage Loans net of the
Interim  Servicing Fee during the Interim  Servicing Period and any subservicing
fee payable pursuant to Section  12(b)(7) of this Agreement,  and (3) all rights
to service the Mortgage  Loan (it being  understood  that the Purchaser may from
time to time at its option  retain the Interim  Servicer to service the Mortgage
Loan as set forth in this  Agreement  during  the  Interim  Servicing  Period as
provided  herein or as  provided  pursuant  to  Section  12(b)(7)).  The  Stated
Principal  Balance  of each  Mortgage  Loan as of the  related  Cut-off  Date is
determined  after  application  to the  reduction  of  principal  of payments of
principal received on or before the related Cut-off Date.

            SECTION 5.  Examination of Mortgage Files. In addition to the rights
granted to the  Purchaser  under the  related  Confirmation  to  underwrite  the
Mortgage Loans and review the Mortgage Files prior to the Closing Date, prior to
the related  Closing  Date,  the Seller  shall (a) deliver to the  Custodian  in
escrow,  for  examination  with respect to each Mortgage Loan to be purchased on
such Closing  Date,  the related  Mortgage  File,  including  the  Assignment of
Mortgage,  pertaining  to each Mortgage  Loan, or (b) make the related  Mortgage
File available to the Purchaser for examination at the Seller's  offices or such
other  location  as shall  otherwise  be agreed  upon by the  Purchaser  and the
Seller.  Such  examination  may be made by the  Purchaser or its designee at any
reasonable time before or after the related Closing Date. If the Purchaser makes
such  examination  prior to the related Closing Date and identifies any Mortgage
Loans  that do not  conform  to the  terms of the  related  Confirmation  or the
Underwriting Guidelines,  such Mortgage Loans may, at the Purchaser's option, be
rejected for purchase by the Purchaser. If not purchased by the Purchaser,  such
Mortgage  Loans shall be deleted from the related  Mortgage Loan  Schedule.  The
Purchaser may, at its option and without  notice to the Seller,  purchase all or
part of any Mortgage  Loan Package  without  conducting  any partial or complete
examination.  The fact that the Purchaser has conducted or has determined not to
conduct any  partial or complete  examination  of the  Mortgage  Files shall not
affect the Purchaser's (or any of its successors')  rights to demand  repurchase
or other relief or remedy provided for in this Agreement.

            SECTION 6. Conveyance from Seller to Purchaser.

            Subsection  6.01.  Conveyance  of  Mortgage  Loans;   Possession  of
                               Servicing Files.

            The Seller,  simultaneously with the payment of the Initial Purchase
Price,  shall execute and deliver to the Purchaser an Assignment  and Conveyance
with respect to the related

<PAGE>
                                      -24-


Mortgage  Loan Package in the form  attached  hereto as Exhibit 4. The Servicing
File  retained  by the  Interim  Servicer  with  respect to each  Mortgage  Loan
pursuant to this  Agreement  shall be  appropriately  identified  in the Interim
Servicer 's computer system to reflect clearly the sale of such related Mortgage
Loan to the Purchaser.  The Interim  Servicer shall release from its custody the
contents  of any  Servicing  File  retained by it only in  accordance  with this
Agreement,  except when such release is required in connection with a repurchase
of any such Mortgage Loan pursuant to Subsection 7.03 or 7.04.

            Subsection 6.02. Books and Records.

            Record title to each  Mortgage and the related  Mortgage  Note as of
the related Closing Date shall be in the name of the Seller or an affiliate, the
Purchaser,  the  Custodian  or one or more  designees of the  Purchaser,  as the
Purchaser shall designate.  Notwithstanding the foregoing,  beneficial ownership
of each  Mortgage and the related  Mortgage  Note shall be vested  solely in the
Purchaser or the appropriate designee of the Purchaser,  as the case may be. All
rights  arising out of the  Mortgage  Loans  including,  but not limited to, all
funds received by the Seller or the Interim  Servicer after the related  Cut-off
Date on or in connection  with a Mortgage Loan as provided in Section 4 shall be
vested in the  Purchaser or one or more  designees of the  Purchaser;  provided,
however,  that all such funds received on or in connection  with a Mortgage Loan
as provided  in Section 4 shall be received  and held by the Seller in trust for
the benefit of the Purchaser or the assignee of the  Purchaser,  as the case may
be, as the owner of the Mortgage Loans pursuant to the terms of this Agreement.

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

            Subsection 6.03. Delivery of Mortgage Loan Documents.

            Pursuant  to  the  Custodial  Agreement  to be  executed  among  and
delivered by the  Purchaser,  the  Custodian and the Seller prior to the Initial
Closing Date, the Seller shall from time to time in connection with each Closing
Date, at least five (5) Business  Days prior to such Closing  Date,  deliver and
release to the  Custodian  those  Mortgage  Loan  Documents  as  required by the
Custodial  Agreement with respect to each Mortgage Loan to be purchased and sold
on the related Closing Date and set forth on the related  Mortgage Loan Schedule
delivered with such Mortgage Loan Documents.

            The  Custodian  shall  certify its receipt of all such Mortgage Loan
Documents required to be delivered  pursuant to the Custodial  Agreement for the
related   Closing   Date,   as  evidenced  by  the  Trust  Receipt  and  Initial
Certification  of the Custodian in the form annexed to the Custodial  Agreement.
The  Interim  Servicer  shall  be  responsible  for  maintaining  the  Custodial
Agreement

<PAGE>
                                      -25-


during the Interim  Servicing  Period.  The fees and  expenses of the  Custodian
shall be paid by the Seller.

            The  Seller  shall  forward  to  the  Custodian  original  documents
evidencing  an  assumption,  modification,  consolidation  or  extension  of any
Mortgage Loan entered into in accordance with this Agreement within two weeks of
their execution,  provided, however, that the Seller shall provide the Custodian
with a certified true copy of any such document submitted for recordation within
two weeks of its  execution,  and shall  provide the  original  of any  document
submitted  for  recordation  or  a  copy  of  such  document  certified  by  the
appropriate  public  recording  office  to be a true  and  complete  copy of the
original reasonably promptly upon receipt and in any case within 180 days of its
submission for recordation.

            SECTION 7. Representations,  Warranties and Covenants of the Seller:
                       Remedies for Breach.

            Subsection  7.01.  Representations  and  Warranties  Respecting  the
Seller.

            (a) The Seller  represents,  warrants and covenants to the Purchaser
as of the initial  Closing Date and each  subsequent  Closing Date or as of such
date specifically provided herein or in the applicable Assignment and Conveyance
that:

            (i) The  Seller  is duly  organized,  validly  existing  and in good
standing under the laws of the state of its  incorporation  and is in compliance
with any and all applicable  "doing business" and licensing  requirements of the
laws of each state in which the conduct of its business requires it to do so;

            (ii) The  Seller  has the full  power  and  authority  to hold  each
Mortgage Loan, to sell each Mortgage Loan, and to execute,  deliver and perform,
and to  enter  into  and  consummate,  all  transactions  contemplated  by  this
Agreement.   The  Seller  has  duly  authorized  the  execution,   delivery  and
performance of this  Agreement,  has duly executed and delivered this Agreement,
and this Agreement,  assuming due  authorization,  execution and delivery by the
Purchaser,  constitutes  a legal,  valid and binding  obligation  of the Seller,
enforceable against it in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,  moratorium or
other similar laws  affecting  creditors  rights  generally and by principles of
equity (whether considered in a proceeding or action in equity or at law);

            (iii) The execution and delivery of this Agreement by the Seller and
the  performance  of and  compliance  with the terms of this  Agreement will not
violate  the  Seller's  articles of  incorporation  or by-laws or  constitute  a
default under or result in a breach or acceleration  of, any material  contract,
agreement  or other  instrument  to which the  Seller is a party or which may be
applicable to the Seller or its assets;

            (iv) The  Seller  is not in  violation  of,  and the  execution  and
delivery of this Agreement by the Seller and its performance and compliance with
the terms of this Agreement will

<PAGE>
                                      -26-


not  constitute a violation with respect to, any order or decree of any court or
any order or regulation of any federal,  state, municipal or governmental agency
having  jurisdiction  over the Seller or its assets,  which violation might have
consequences that would materially and adversely affect the condition (financial
or  otherwise)  or the  operation  of the  Seller or its  assets  or might  have
consequences  that would  materially and adversely affect the performance of its
obligations and duties hereunder;

            (v) There are no actions or proceedings  against,  or investigations
of, the Seller before any court, administrative or other tribunal (A) that might
prohibit its entering  into this  Agreement,  (B) seeking to prevent the sale of
the Mortgage Loans or the consummation of the transactions  contemplated by this
Agreement or (C) that might  prohibit or  materially  and  adversely  affect the
performance  by the  Seller  of  its  obligations  under,  or  the  validity  or
enforceability of, this Agreement;

            (vi) No consent,  approval,  authorization  or order of any court or
governmental  agency  or  body  is  required  for the  execution,  delivery  and
performance  by the Seller of, or compliance by the Seller with,  this Agreement
or the consummation of the transactions  contemplated by this Agreement,  except
for such consents,  approvals,  authorizations or orders, if any, that have been
obtained prior to the Closing Date;

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

            (viii) The information delivered by the Seller to the Purchaser with
respect to the Seller's loan loss,  foreclosure and  delinquency  experience for
the twelve  (12)  months  immediately  preceding  the  Initial  Closing  Date on
mortgage  loans  underwritten  to the same  standards as the Mortgage  Loans and
covering mortgaged properties similar to the Mortgaged  Properties,  is true and
correct in all material respects; and

            (ix) Neither this  Agreement  nor any written  statement,  report or
other  document  prepared and  furnished or to be prepared and  furnished by the
Seller  pursuant  to this  Agreement  or in  connection  with  the  transactions
contemplated  hereby contains any untrue  statement of material fact or omits to
state a material  fact  necessary  to make the  statements  contained  herein or
therein not misleading.


            (b) The Interim Servicer  represents,  warrants and covenants to the
Purchaser as of the initial Closing Date and each subsequent  Closing Date or as
of such date  specifically  provided herein or in the applicable  Assignment and
Conveyance:

            (i) The Interim Servicer is duly organized,  validly existing and in
good standing  under the laws of the state of Delaware and is and will remain in
compliance  with the  laws of each

<PAGE>
                                      -27-


state in which any  Mortgaged  Property  is located to the extent  necessary  to
ensure  the  enforceability  of each  Mortgage  Loan  and the  servicing  of the
Mortgage Loan in accordance with the terms of this Agreement;

            (ii) The  Interim  Servicer  has the full  power  and  authority  to
execute, deliver and perform, and to enter into and consummate, all transactions
contemplated  by this  Agreement.  The Interim  Servicer has duly authorized the
execution,  delivery and  performance of this  Agreement,  has duly executed and
delivered  this  Agreement,  and this  Agreement,  assuming  due  authorization,
execution and delivery by the Purchaser,  constitutes a legal, valid and binding
obligation of the Interim  Servicer,  enforceable  against it in accordance with
its terms  except as the  enforceability  thereof may be limited by  bankruptcy,
insolvency or reorganization;

            (iii) The  execution  and delivery of this  Agreement by the Interim
Servicer and the  performance of and compliance with the terms of this Agreement
will not violate the Interim Servicer's  articles of incorporation or by-laws or
constitute  a  default  under or  result in a breach  or  acceleration  of,  any
material  contract,  agreement or other instrument to which the Interim Servicer
is a party or which may be applicable to the Interim Servicer or its assets;

            (iv) The Interim  Servicer is not in violation of, and the execution
and delivery of this Agreement by the Interim  Servicer and its  performance and
compliance with the terms of this Agreement will not constitute a violation with
respect to, any order or decree of any court or any order or  regulation  of any
federal,  state,  municipal or governmental  agency having jurisdiction over the
Interim  Servicer or its assets,  which violation might have  consequences  that
would materially and adversely affect the condition  (financial or otherwise) or
the operation of the Interim  Servicer or its assets or might have  consequences
that would  materially and adversely  affect the  performance of its obligations
and duties hereunder;

            (v) With respect to any Mortgage Loan, in the event that the Interim
Servicer  retains  record title,  the Interim  Servicer shall retain such record
title to each  Mortgage,  each related  Mortgage  Note and the related  Mortgage
Files with respect  thereto in trust for the  Purchaser as the owner thereof and
only for the purpose of servicing and supervising the servicing of each Mortgage
Loan;

            (vi) There are no actions or proceedings  against, or investigations
of, the Interim Servicer before any court,  administrative or other tribunal (A)
that might prohibit its entering into this Agreement, (B) seeking to prevent the
consummation  of the  transactions  contemplated  by this  Agreement or (C) that
might prohibit or materially and adversely affect the performance by the Interim
Servicer of its obligations  under, or the validity or  enforceability  of, this
Agreement;

            (vii) No consent,  approval,  authorization or order of any court or
governmental  agency  or  body  is  required  for the  execution,  delivery  and
performance  by the Interim  Servicer of, or compliance by the Interim  Servicer
with,  this Agreement or the  consummation of the  transactions  contemplated by
this Agreement, except for such consents,  approvals,  authorizations or orders,
if any, that have been obtained prior to the Closing Date;

<PAGE>
                                      -28-


            (viii) The  information  delivered  by the  Interim  Servicer to the
Purchaser  with respect to the Interim  Servicer's  loan loss,  foreclosure  and
delinquency  experience  for the twelve (12) months  immediately  preceding  the
Initial Closing Date on mortgage loans underwritten to the same standards as the
Mortgage  Loans and  covering  mortgaged  properties  similar  to the  Mortgaged
Properties, is true and correct in all material respects; and

            (ix) Neither this  Agreement  nor any written  statement,  report or
other  document  prepared and  furnished or to be prepared and  furnished by the
Interim  Servicer   pursuant  to  this  Agreement  or  in  connection  with  the
transactions  contemplated hereby contains any untrue statement of material fact
or omits to state a material  fact  necessary to make the  statements  contained
herein or therein not misleading.

            Subsection 7.02. Representations and Warranties Regarding Individual
Mortgage Loans.

            The Seller hereby  represents and warrants to the Purchaser that, as
to each Mortgage  Loan, as of the related  Closing Date for such Mortgage  Loan,
the  representations  and warranties set forth on Exhibit 14 hereto are true and
correct.

            Subsection  7.03.   Remedies  for  Breach  of  Representations   and
Warranties.

            It is understood and agreed that the  representations and warranties
set forth in  Subsections  7.01 and 7.02 shall  survive the sale of the Mortgage
Loans  to the  Purchaser  and  shall  inure  to the  benefit  of the  Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or lack of examination of any Mortgage
File. Upon discovery by the Seller,  the Interim  Servicer or the Purchaser of a
breach of any of the foregoing  representations  and warranties which materially
and  adversely  affects the value of the  Mortgage  Loans or the interest of the
Purchaser  (or which  materially  and  adversely  affects the  interests  of the
Purchaser  in the  related  Mortgage  Loan in the case of a  representation  and
warranty  relating to a particular  Mortgage Loan),  the party  discovering such
breach shall give prompt written notice to the others.

            Within 45 days of the  earlier of either  discovery  by or notice to
the Seller of any breach of a  representation  or warranty which  materially and
adversely affects the value of a Mortgage Loan or the Mortgage Loans, the Seller
shall use its best efforts promptly to cure such breach in all material respects
and,  if such  breach  cannot be cured,  the Seller  shall,  at the  Purchaser's
option, repurchase such Mortgage Loan at the Repurchase Price. In the event that
a breach shall  involve any  representation  or warranty set forth in Subsection
7.01(a) and such breach  cannot be cured within 45 days of the earlier of either
discovery by or notice to the Seller of such breach,  all of the Mortgage  Loans
shall, at the Purchaser's option, be repurchased by the Seller at the Repurchase
Price.  The Seller shall,  at the request of the Purchaser and assuming that the
Seller has a Qualified  Substitute  Mortgage  Loan,  rather than  repurchase the
Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its
place  a  Qualified  Substitute  Mortgage  Loan or

<PAGE>
                                      -29-


Loans; provided that such substitution shall be effected not later than 120 days
after the  related  Closing  Date.  If the  Seller has no  Qualified  Substitute
Mortgage Loan, it shall  repurchase the deficient  Mortgage Loan. Any repurchase
of a Mortgage  Loan(s)  pursuant to the foregoing  provisions of this Subsection
7.03 shall occur on a date designated by the Purchaser and shall be accomplished
(i) during the Interim  Servicing Period by deposit in the Custodial  Account of
the amount of the  Repurchase  Price and (ii)  following  the Interim  Servicing
Period,  by wire transfer of immediately  available funds on the repurchase date
to an account designated by the Purchaser. Notwithstanding the foregoing, in the
event that the Purchaser,  in its  reasonable  discretion,  determines  that any
breach of a  representation  or warranty is not curable,  the  Purchaser  may by
written  notice  direct the Seller to  repurchase  such  Mortgage  Loan within 5
Business Days.

            At the  time of  repurchase  of any  deficient  Mortgage  Loan,  the
Purchaser shall reassign the repurchased  Mortgage Loan to the Seller and direct
the  Custodian  to deliver to the Seller  any  documents  held by the  Custodian
relating to the repurchased Mortgage Loan and shall represent and warrant to the
Seller  that the  Purchaser  has full right to convey the  Mortgage  Loan to the
Seller free of any claims,  liens and  encumbrances  and that the  Purchaser has
taken no action to impair the value of such  Mortgage  Loan.  In  addition,  the
Purchaser  shall use reasonable  best efforts to cause the Servicer to represent
and  warrant  that it has  serviced  such  Mortgage  Loans  in  accordance  with
applicable law and customary servicing  procedures.  In the event the Repurchase
Price is deposited in the Custodial  Account,  the Seller shall,  simultaneously
with such deposit,  give written  notice to the Purchaser  that such deposit has
taken place.  Upon such repurchase,  the related Mortgage Loan Schedule shall be
amended to reflect the  withdrawal  of the  repurchased  Mortgage Loan from this
Agreement.

            As to any Deleted  Mortgage Loan for which the Seller  substitutes a
Qualified  Substitute  Mortgage  Loan or Loans,  the Seller  shall  effect  such
substitution  by  delivering  to the  Purchaser  for such  Qualified  Substitute
Mortgage  Loan or Loans the Mortgage  Note,  the  Mortgage,  the  Assignment  of
Mortgage  and  such  other  documents  and  agreements  as are  required  by the
Custodial  Agreement,  with the Mortgage Note endorsed as required therein.  The
Seller shall (i) during the Interim  Servicing  Period  deposit in the Custodial
Account the Monthly  Payment due on such Qualified  Substitute  Mortgage Loan or
Loans in the month  following the date of such  substitution  and (ii) following
the Interim Servicing  Period,  shall remit to the Purchaser by wire transfer of
immediately available funds the Monthly Payment due on such Qualified Substitute
Mortgage  Loan or Loans in the month  following  the date of such  substitution.
Monthly Payments due with respect to Qualified  Substitute Mortgage Loans in the
month  of  substitution  will  be  retained  by the  Seller.  For the  month  of
substitution,  distributions  to the Purchaser will include the Monthly  Payment
due on such Deleted Mortgage Loan in the month of  substitution,  and the Seller
shall thereafter be entitled to retain all amounts subsequently  received by the
Seller in respect of such Deleted  Mortgage  Loan. The Seller shall give written
notice to the Purchaser that such  substitution  has taken place and shall amend
the Mortgage Loan Schedule to reflect the removal of such Deleted  Mortgage Loan
from  the  terms  of  this  Agreement  and  the  substitution  of the  Qualified
Substitute  Mortgage Loan.  Upon such  substitution,  such Qualified  Substitute
Mortgage  Loan or Loans shall be subject to the terms of this  Agreement  in all
respects,  and the  Seller  shall be deemed to have

<PAGE>
                                      -30-


made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the
date of substitution, the covenants, representations and warranties set forth in
Subsections 7.01 and 7.02.

            For any month in which the Seller  substitutes one or more Qualified
Substitute  Mortgage Loans for one or more Deleted  Mortgage  Loans,  the Seller
will determine the amount (if any) by which the aggregate  principal  balance of
all such Qualified  Substitute  Mortgage Loans as of the date of substitution is
less than the aggregate  Stated  Principal  Balance of all such Deleted Mortgage
Loans (after  application  of scheduled  principal  payments due in the month of
substitution).  An amount  equal to the product of the amount of such  shortfall
multiplied by the  Repurchase  Price shall be  distributed  by the Seller in the
month of substitution  pursuant to the Servicing Addendum.  Accordingly,  on the
date of such  substitution,  the Seller  will (i) during the  Interim  Servicing
Period  deposit in the  Custodial  Account from its own funds an amount equal to
such  amount and (ii)  following  the  Interim  Servicing  Period,  remit to the
Purchaser from its own funds by wire transfer of immediately  available funds an
amount equal to such amount.

            In addition to such cure,  repurchase and  substitution  obligation,
the Seller  shall  indemnify  the  Purchaser  and hold it  harmless  against any
losses, damages, penalties,  fines, forfeitures,  reasonable and necessary legal
fees and related costs,  judgments,  and other costs and expenses resulting from
any claim, demand,  defense or assertion of any third party based on or grounded
upon, or resulting from, a breach of the Seller's representations and warranties
contained in this Section 7. It is understood and agreed that the obligations of
the Seller set forth in this  Subsection  7.03 to cure or repurchase a defective
Mortgage  Loan and to indemnify  the  Purchaser  as provided in this  Subsection
7.03, and the obligations of the Seller as provided in this Agreement including,
but not  limited  to  Subsection  13.07,  constitute  the sole  remedies  of the
Purchaser respecting a breach of the foregoing representations and warranties.

            Any cause of action against the Seller relating to or arising out of
the breach of any  representations  and warranties  made in Subsections  7.01 or
7.02 shall accrue as to any Mortgage  Loan upon (i)  discovery of such breach by
the Purchaser or notice thereof by the Seller to the Purchaser,  (ii) failure by
the Seller to cure such breach or  repurchase  such  Mortgage  Loan as specified
above, and (iii) demand upon the Seller by the Purchaser for compliance with the
relevant provisions of this Agreement.

            In the event that the Seller fails to repurchase or substitute for a
defective  Mortgage Loan pursuant to this Section 7.03, in addition to any other
remedies  available to the Purchaser  hereunder,  the  Purchaser  shall have the
right to offset  amounts  owed with  respect  thereto  from future  purchases of
Mortgage  Loans from the Seller and may apply such amount  directly  against any
Holdback with respect to any Mortgage Loan.

            Subsection 7.04 Repurchase of Certain Mortgage Loans.

            In the  event  that the first or second  contractually  due  Monthly
Payment on any Mortgage  Loan is not made within 45 days of the related Due Date
for such Monthly  Payment,  then,  the Seller  shall,  within three (3) Business
Days,  repurchase  such Mortgage Loan at the  Repurchase

<PAGE>
                                      -31-


Price,  which shall be accomplished  (i) during the Interim  Servicing Period by
deposit in the Custodial  Account of the amount of the Repurchase Price and (ii)
following  the  Interim  Servicing  Period,  by  wire  transfer  of  immediately
available  funds  on  the  repurchase  date  to an  account  designated  by  the
Purchaser.  In the event that the Seller fails to  repurchase  any Mortgage Loan
pursuant to this Section  7.04, in addition to any other  remedies  available to
the Purchaser  hereunder,  the Purchaser  shall have the right to offset amounts
owed with  respect  thereto  from future  purchases  of Mortgage  Loans from the
Seller and may apply such amount  directly  against any Holdback with respect to
any Mortgage Loan.

            SECTION 8.  Closing;  Conditions  Precedent.  The  closing  for each
Mortgage  Loan  Package  shall take place on the related  Closing  Date.  At the
Purchaser's  option,  the closing shall be either:  by  telephone,  confirmed by
letter or wire as the parties shall agree, or conducted in person, at such place
as the parties shall agree.

            The closing for the  Mortgage  Loans to be purchased on each Closing
Date shall be subject to each of the following conditions precedent:

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

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

            (c)   the Seller shall have  delivered and released to the Custodian
                  all documents required pursuant to the Custodial Agreement;

            (d)   the Seller shall have  delivered and released to the Purchaser
                  five days (or such shorter  mutually agreed upon period) prior
                  to such Closing Date with respect to each  Mortgage Loan being
                  purchased, a file that contains Seller's Mortgage Loan number,
                  the outstanding  principal balance,  interest paid-to-date and
                  delinquency   status  as  of  the  end  of   business  on  the
                  Cut-Off-Date,  and such other information reasonably requested
                  by Purchaser;

            (e)   the Purchaser's  satisfactory  completion of a pre-funding due
                  diligence  investigation  with respect to the Mortgage  Loans,
                  including a review of credit and legal files,  as set forth in
                  Section 5 and the Seller shall have  substituted  new mortgage
                  loans  with  regard  to  any  Mortgage  Loans  that  Purchaser
                  identified as not meeting the Underwriting Guidelines;

<PAGE>
                                      -32-


            (f)   following  such  purchase,  the  aggregate  amount of Mortgage
                  Loans  purchased by  Purchaser  under this  Agreement  but not
                  removed  pursuant to a Whole Loan  Transfer or a  Pass-Through
                  Transfer  (measured by unpaid principal balance of the date of
                  purchase by  Purchaser)  shall not exceed the Funding Limit or
                  the Facility Limit;

            (g)   following  such  purchase,  the  aggregate  amount of Mortgage
                  Loans purchased by Purchaser under this Agreement (measured by
                  unpaid principal balance of the date of purchase by Purchaser)
                  shall not exceed the Maximum Purchase Amount;

            (h)   No Event of Default shall exist and be continuing;

            (i)   following  such  purchase,  the  Applicable  Sublimit  Percent
                  Limitations   of  the  aggregate   amount  of  Mortgage  Loans
                  purchased by Purchaser  under this  Agreement  but not removed
                  pursuant to a Whole Loan Transfer or a  Pass-Through  Transfer
                  (measured as a percentage of the unpaid  principal  balance of
                  the date of purchase by Purchaser) will not be exceeded;

            (j)   The  Purchaser  shall have  received all fees and expenses due
                  and payable to the Purchaser  prior to such Closing Date as to
                  which Purchaser has provided an invoice not less than five (5)
                  Business Days prior to the Closing Date;

            (k)   all  other  terms  and   conditions  of  that  certain  Master
                  Facilities  Agreement,  dated August 9, 1999 among the Seller,
                  the Purchaser,  Greenwich Capital Markets, Inc., ContiMortgage
                  Corporation,  ContiSecurities  Asset  Funding  Corp.  III, and
                  ContiSecurities Asset Funding Corp. IV; and

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

            Subject to the foregoing conditions,  the Purchaser shall pay to the
Seller on the related  Closing  Date the Initial  Purchase  Price,  plus accrued
interest pursuant to Section 4, by wire transfer of immediately  available funds
to the account designated by the Seller.

            SECTION 9. Closing Documents.

            (a) On or before  the  Initial  Closing  Date,  the  Seller  and the
Interim  Servicer,  as applicable,  shall submit to the Purchaser fully executed
originals of the following documents:

            1.    this Agreement, in four counterparts;

<PAGE>
                                      -33-


            2.    the  Custodial  Agreement,  in six  counterparts,  in the form
                  attached as Exhibit 6 hereto;

            3.    as Escrow  Account  Letter  Agreement in the form  attached as
                  Exhibit 8 hereto;

            4.    an  Officer's  Certificate,  in the form of  Exhibit 1 hereto,
                  including all attachments thereto;

            5.    an Opinion of Counsel to the Seller and the Interim  Servicer,
                  in the form of Exhibit 2 hereto;

            6.    an "true sale"  opinion from counsel to the Seller,  in a form
                  reasonably acceptable to the Purchaser;

            7.    an Opinion of Counsel to the Custodian,  in a form  acceptable
                  to the Purchaser;

            8.    the Underwriting Guidelines;

            9.    the Master Repurchase Agreement, in four counterparts;

            10.   the  Pledge  and  Security  Agreement,  made by the Seller and
                  ContiMortgage  Corporation  in  favor  of  the  Purchaser  and
                  Greenwich Capital Markets, Inc., in four counterparts, in form
                  and substance acceptable to the Purchaser;

            11.   that certain Master Facilities Agreement, dated August 9, 1999
                  among the Seller,  the Purchaser,  Greenwich  Capital Markets,
                  Inc., ContiFunding Corporation,  ContiSecurities Asset Funding
                  Corp. III, and ContiSecurities Asset Funding Corp. IV;

            12.   that certain  engagement  letter,  dated August 9, 1999, among
                  the Seller,  ContiMortgage Corporation,  ContiSecurities Asset
                  Funding Corp.  III,  ContiSecurities  Asset Funding Corp.  IV,
                  Greenwich Capital Markets, Inc. and the Purchaser; and

            13.   such other documents as the Purchaser may reasonably  request,
                  in form and substance reasonably acceptable to the Purchaser.

            (b) The Closing  Documents for the Mortgage Loans to be purchased on
each Closing Date  (including  the initial  Closing Date) shall consist of fully
executed originals of the following documents:

            1.    the related Confirmation;

<PAGE>
                                      -34-


            2.    the related  Mortgage Loan  Schedule,  one copy to be attached
                  hereto  and  one  copy  to  be  attached  to  the  Custodian's
                  counterpart of the Custodial  Agreement,  as the Mortgage Loan
                  Schedule thereto;

            3.    a  Custodian's  Trust  Receipt and Initial  Certification,  as
                  required under the Custodial  Agreement,  in a form acceptable
                  to the Purchaser;

            4.    an  Officer's  Certificate  from  the  Seller,  in the form of
                  Exhibit 1 hereto, including all attachments thereto;

            5.    if requested by the Purchaser due to a question  arising as to
                  validity, enforceability or compliance with law, an Opinion of
                  Counsel to the Seller and the Interim Servicer, in the form of
                  Exhibit 2 hereto and in the event that the  Mortgage  Loans to
                  be  sold  would  cause  the  aggregate  outstanding  principal
                  balance  of  Mortgage  Loans  sold  hereunder  and  secured by
                  Mortgaged  Properties  from  any  state to  exceed  10% of the
                  aggregate outstanding principal balance of Mortgage Loans sold
                  hereunder,   then  the  Seller  shall,  upon  request  by  the
                  Purchaser,  deliver an opinion  of counsel  acceptable  to the
                  Purchaser  in such state,  substantially  in the form of items
                  number 8, 9 and 10 of Exhibit 2;

            6.    if  requested by the  Purchaser,  an Opinion of Counsel to the
                  Custodian, in a form acceptable to the Purchaser;

            7.    a  Security  Release  Certification,  in the form of Exhibit 3
                  hereto executed by any Person,  as requested by the Purchaser,
                  if any of the  Mortgage  Loans has at any time been subject to
                  any security interest, pledge or hypothecation for the benefit
                  of such Person;

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

            9.    an Assignment and Conveyance in the form of Exhibit 4 hereto.

            SECTION  10.  Costs.  All  other  costs  and  expenses  incurred  in
connection  with the  transfer and  delivery of the  Mortgage  Loans,  including
without  limitation  recording  fees,  fees for title  policy  endorsements  and
continuations,  fees for  recording  Assignments  of  Mortgage,  the fees of the
Custodian during the Interim Servicing Period and the Seller's  attorney's fees,
shall be paid by the Seller.  The Seller agrees to pay the legal,  due diligence
and other costs and expenses  incurred

<PAGE>
                                      -35-


in connection with the preparation and negotiation of  documentation  related to
this Agreement (including fees and expenses of Purchaser's counsel).

            SECTION 11. Interim Servicer's  Servicing  Obligations.  The Interim
Servicer, as independent interim servicer,  shall interim service and administer
the Mortgage Loans during the Interim  Servicing  Period in accordance  with the
terms and provisions set forth in the Servicing  Addendum attached as Exhibit 9,
which Servicing  Addendum is incorporated  herein by reference.  The obligations
and  responsibilities  of the  Interim  Servicer,  as  interim  servicer,  shall
terminate upon the termination of the Interim Servicing Period unless terminated
with respect to all or a portion of the Mortgage Loans on an earlier date at the
option of the Purchaser in accordance with the terms of this Agreement.

            The Interim  Servicer shall  cooperate  fully with the Purchaser and
any servicer to whom the  servicing or master  servicing of any Mortgage Loan is
to be  transferred  and shall  promptly  provide the Purchaser or such successor
servicer, as applicable, all documents and records reasonably requested by it to
enable it to assume the Interim  Servicer's  functions as servicer hereunder and
shall within one (1) Business Day of receipt  transfer to the  Purchaser or such
successor  servicer,  as applicable,  all amounts which then have been or should
have been  deposited in the Custodial  Account by the Interim  Servicer or which
are thereafter received with respect to the Mortgage Loans. A servicing transfer
shall be complete when the Purchaser or its designated  servicer confirms to the
Interim  Servicer  that it has  received  all  necessary  data and  documents to
perform its primary servicing or master servicing function,  as applicable,  and
all required notices have been mailed by the Interim Servicer. The Purchaser and
the Seller  contemplate that the servicing transfer with respect to any Mortgage
Loan shall be completed  within 30 days  following the related  Closing Date and
the  Purchaser  agrees to  cooperate  with the  Interim  Servicer to effect such
transfer as promptly as possible.

            SECTION 12.  Removal of  Mortgage  Loans from  Inclusion  under This
                         Agreement Upon a Whole Loan Transfer or a Pass-Through
                         Transfer.

            (a) The Seller,  the Interim  Servicer and the Purchaser  agree that
with respect to the Mortgage  Loans  purchased by the Purchaser  hereunder,  the
Purchaser shall use its reasonable best efforts to effect either:

            (1)   one or more Whole Loan Transfers; and/or

            (2)   one or more Pass-Through Transfers.

            (b)  With  respect  to each  Whole  Loan  Transfer  or  Pass-Through
Transfer, as the case may be, entered into by the Purchaser,  the Seller and the
Interim Servicer agrees:

            (1)   to  cooperate  fully with the  Purchaser  and any  prospective
                  purchaser  with  respect to all  reasonable  requests  and due
                  diligence procedures including  participating in meetings with
                  rating  agencies,  bond insurers and such other

<PAGE>
                                      -36-


                  parties as the Purchaser shall designate and  participating in
                  meetings with prospective  purchasers of the Mortgage Loans or
                  interests   therein  and  providing   information   reasonably
                  requested by such purchasers;

            (2)   to  execute  all   agreements   and  documents   necessary  or
                  appropriate  in order to effect  such Whole Loan  Transfer  or
                  Pass-Through  Transfer  provided  that each  party  thereto is
                  given an  opportunity  to review and  reasonably  negotiate in
                  good faith the  content  of such  documents  not  specifically
                  referenced or provided for herein;

            (3)   with  respect  to any  Whole  Loan  Transfer  or  Pass-Through
                  Transfer,  the Seller and the Interim  Servicer shall make the
                  representations and warranties regarding itself and the Seller
                  shall remake the representations and warranties  regarding the
                  Mortgage  Loans  as of  the  related  Closing  Date  for  such
                  Mortgage Loans, modified to the extent necessary to accurately
                  reflect the pool  statistics  of the Mortgage  Loans which are
                  actually  subject to such Whole Loan Transfer or  Pass-Through
                  Transfer. The Seller acknowledges that the representations and
                  warranties provided pursuant to this Agreement are intended to
                  satisfy the  requirements of monoline  insurance  companies in
                  connection with any Pass-Through  Transfers or the requests of
                  any third party purchasers of the Mortgage Loans in connection
                  with any Whole Loan Transfers of the Mortgage Loans and agrees
                  to make any additional  representations and warranties (to the
                  extent  that the  Seller  has made  such  representations  and
                  warranties in any prior transaction) as of the related Closing
                  Date for such Mortgage Loan as any such insurer or third party
                  purchaser shall require;

            (4)   to deliver to the Purchaser for inclusion in any prospectus or
                  other offering  material such publicly  available  information
                  regarding the Seller and the Interim Servicer, their financial
                  condition and their mortgage loan delinquency, foreclosure and
                  loss  experience and any additional  information  requested by
                  the Purchaser, and to deliver to the Purchaser any similar non
                  public,  unaudited  financial  information,  in which case the
                  Purchaser  shall  bear the  cost of  having  such  information
                  audited  by  certified  public  accountants  if the  Purchaser
                  desires such an audit, or as is otherwise reasonably requested
                  by the Purchaser and which the Seller or the Interim  Servicer
                  is  capable  of  providing  without   unreasonable  effort  or
                  expense, and to indemnify the Purchaser and its affiliates for
                  material misstatements contained in such information;

            (5)   to deliver to the  Purchaser  and to any Person  designated by
                  the Purchaser, at the Purchaser's expense, such statements and
                  audit  letters  of  reputable,  certified  public  accountants
                  pertaining  to  information  provided  by  the  Seller

<PAGE>
                                      -37-


                  or the Interim Servicer pursuant to clause 4 above as shall be
                  reasonably requested by the Purchaser;

            (6)   to deliver to the Purchaser,  and to any Person  designated by
                  the Purchaser,  such legal documents and in-house  Opinions of
                  Counsel  as  are  customarily   delivered  by  originators  or
                  servicers,  as the case may be, and  reasonably  determined by
                  the  Purchaser to be necessary in  connection  with Whole Loan
                  Transfers or Pass-Through  Transfers, as the case may be, such
                  in-house Opinions of Counsel for a Pass-Through Transfer to be
                  in the form reasonably acceptable to the Purchaser; and

            (7)   if requested by the Purchaser, to negotiate and execute one or
                  more subservicing agreements between the Seller and any master
                  servicer which is generally  considered to be a prudent master
                  servicer in the secondary  mortgage market,  designated by the
                  Purchaser in its sole discretion after  consultation  with the
                  Seller and/or one or more  custodial and servicing  agreements
                  among  the   Purchaser,   the   Seller   and  a  third   party
                  custodian/trustee  which  is  generally  considered  to  be  a
                  prudent  custodian/trustee  in the secondary  mortgage  market
                  designated  by the  Purchaser  in its  sole  discretion  after
                  consultation  with the Seller,  in either case for the purpose
                  of pooling the Mortgage  Loans with other  Mortgage  Loans for
                  resale or securitization. The subservicing fee rate payable to
                  the Seller in connection with any such subservicing  agreement
                  shall be equal to 0.50% per annum  minus  the  applicable  fee
                  payable to the master  servicer  in the  related  Pass-Through
                  Transfer.   The  Interim   Servicer  may  decline  to  act  as
                  subservicer in any  transaction  if it deems the  subservicing
                  fee payable in connection  therewith to be uneconomical and it
                  provides  reasonable  prior  notice to the  Purchaser  of such
                  determination.  In addition,  the Interim Servicer may request
                  that  it be  the  subservicer  pursuant  to  any  Pass-Through
                  Transfer,  provided  that such  request  is  accompanied  by a
                  written  commitment from a monoline  insurance company and any
                  related rating agencies permitting the Interim Servicer to act
                  as  subservicer  in  a  securitization   which  would  include
                  mortgage loans of a type similar to the Mortgage Loans.

            With respect to each Whole Loan Transfer or  Pass-Through  Transfer,
as the case may be, entered into by the Purchaser,  the Purchaser  shall, to the
extent that the Purchaser,  in its sole discretion,  deems necessary to maximize
value on the related Mortgage Loans,  (a) directly  restate the  representations
and  warranties  with respect to such Mortgage  Loans or (b) agree to repurchase
any Mortgage  Loan which the Seller fails to  repurchase  due to the breach of a
representation  or warranty by the Seller. In no event shall such restatement or
backup by the  Purchaser  be deemed to relieve the Seller of its  obligation  to
restate  representations  and warranties  under this Section 12 or to repurchase
any Mortgage Loan as a result of a breach of a representation  and warranty.  In
addition,  in no event shall the Purchaser make any  representation or warranty,
or have any  other  responsibility  hereunder,  with  respect  to any  Carve-out
Mortgage Loan.

<PAGE>
                                      -38-


            SECTION 13. The Seller and the Interim Servicer.

            Subsection 13.01.  Additional  Indemnification by the Seller and the
Interim Servicer.

            In addition to the indemnification  provided in Subsection 7.03, the
Seller and the Interim  Servicer,  shall  jointly and  severally  indemnify  the
Purchaser and hold the Purchaser  harmless  against any and all claims,  losses,
damages, penalties, fines, forfeitures,  reasonable and necessary legal fees and
related  costs,  judgments,  and any other  costs,  fees and  expenses  that the
Purchaser  may  sustain in any way  related to the  failure of the Seller or the
Interim Servicer,  to perform its obligations under this Agreement including but
not limited to the Interim  Servicer's  obligation to service and administer the
Mortgage Loans in compliance with the terms of this Agreement.

            Subsection 13.02.  Merger or Consolidation of the Seller and Interim
Servicer.

            The Seller and the  Interim  Servicer  shall each keep in full force
and effect its existence,  rights and franchises as a corporation under the laws
of the state of its incorporation  except as permitted herein,  and shall obtain
and preserve its  qualification to do business as a foreign  corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and  enforceability of this Agreement or any of the Mortgage Loans, and
to enable the  Seller or  Interim  Servicer  to  perform  its duties  under this
Agreement.

            Any  Person  into which the Seller or the  Interim  Servicer  may be
merged or consolidated, or any corporation resulting from any merger, conversion
or  consolidation  to which the Seller or the Interim Servicer shall be a party,
or any Person  succeeding to the business of the Seller or the Interim Servicer,
shall be the successor of such party hereunder,  without the execution or filing
of any  paper  or any  further  act on the  part of any of the  parties  hereto,
anything herein to the contrary  notwithstanding;  provided,  however,  that the
successor or surviving  Person shall be the Seller or the Interim  Servicer,  as
applicable,  or an  institution  whose deposits are insured by FDIC or a company
whose  business is the  origination  and  servicing  of  mortgage  loans and, if
applicable,  shall  satisfy any  requirements  of Section 16 with respect to the
qualifications of a successor to the Interim Servicer.

            Subsection  13.03.  Limitation on Liability of the Interim  Servicer
and Others.

            Neither the Interim  Servicer nor any of the officers,  employees or
agents of the Interim Servicer shall be under any liability to the Purchaser for
any action taken or for  refraining  from the taking of any action in good faith
in  connection  with  the  servicing  of the  Mortgage  Loans  pursuant  to this
Agreement,  or for errors in judgment;  provided,  however,  that this provision
shall not protect the Interim  Servicer or any such person against any breach of
warranties or representations made herein, or failure to perform its obligations
in  compliance  with any  standard of care set forth in this  Agreement,  or any
liability  which would otherwise be imposed by reason of any breach of the terms
and conditions of this Agreement. The Interim Servicer and any officer,

<PAGE>
                                      -39-


employee or agent of the Interim Servicer may rely in good faith on any document
of any kind prima facie properly executed and submitted by any Person respecting
any  matters  arising  hereunder.  The Interim  Servicer  shall not be under any
obligation  to appear  in,  prosecute  or defend any legal  action  which is not
incidental to its  obligation  to sell or duty to service the Mortgage  Loans in
accordance  with this  Agreement  and  which in its  opinion  may  result in its
incurring  any  expenses  or  liability;  provided,  however,  that the  Interim
Servicer may, with the consent of the Purchaser, undertake any such action which
it may deem  necessary or desirable in respect to this  Agreement and the rights
and duties of the parties hereto. In such event, the legal expenses and costs of
such action and any liability resulting  therefrom shall be expenses,  costs and
liabilities for which the Purchaser shall be liable,  the Interim Servicer shall
be entitled to  reimbursement  therefor from the Purchaser  upon written  demand
except  when such  expenses,  costs and  liabilities  are subject to the Interim
Servicer's indemnification under Subsections 7.03 or 13.01.

            Subsection 13.04. Interim Servicer Not to Resign.

            The Interim  Servicer shall not assign this Agreement or resign from
the  obligations and duties hereby imposed on it except by mutual consent of the
Interim Servicer and the Purchaser or upon the determination  that its servicing
duties  hereunder  are no  longer  permissible  under  applicable  law and  such
incapacity  cannot be cured by the  Interim  Servicer in which event the Interim
Servicer may resign as interim servicer.  Any such determination  permitting the
resignation of the Interim Servicer as interim servicer shall be evidenced by an
Opinion of Counsel to such effect  delivered to the  Purchaser  which Opinion of
Counsel shall be in form and  substance  acceptable  to the  Purchaser.  No such
resignation  shall  become  effective  until a successor  shall have assumed the
Interim  Servicer 's  responsibilities  and obligations  hereunder in the manner
provided in Section 16.

            Subsection 13.05. No Transfer of Servicing.

            With respect to the retention of the Interim Servicer to service the
Mortgage  Loans  during the  Interim  Servicing  Period,  the  Interim  Servicer
acknowledges  that the Purchaser has acted in reliance upon the Interim Servicer
's  independent  status,  the  adequacy  of  its  servicing  facilities,   plan,
personnel,  records and  procedures,  its  integrity,  reputation  and financial
standing and the continuance thereof. Without in any way limiting the generality
of this Section,  the Interim Servicer shall not either assign this Agreement or
the  servicing  hereunder  or  delegate  its rights or duties  hereunder  or any
portion thereof, or sell or otherwise dispose of all or substantially all of its
property or assets,  without the prior written approval of the Purchaser,  which
consent will not be unreasonably withheld.

            Subsection 13.06. Joint and Several Liability.

            The Seller and the Interim Servicer are jointly and severally liable
for all  representations,  warranties,  covenants,  indemnities  and obligations
(including  repurchase  obligations) of the Seller or the Interim Servicer under
this Agreement.  Purchaser may deal  exclusively  with the Seller or the Interim
Servicer in connection  with any claims for  repurchase  and/or  indemnification
pursuant to the terms of this Agreement.

<PAGE>
                                      -40-


            Subsection 13.07. Right of Set-off.

            In  addition to its rights  hereunder,  in the event that the Seller
fails to repurchase a Mortgage  Loan  pursuant to Subsection  7.03 or Subsection
7.04,  or either the  Seller or the  Interim  Servicer  fails to  indemnify  the
Purchaser pursuant to Subsection 7.03 or Subsection 13.01 of this Agreement,  or
upon the occurrence of any Event of Default, the Purchaser 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, to proceed against any of
the Seller's or the Interim  Servicers' assets (including without limitation any
right to any Initial Purchase Price, Holdback, Deferred Purchase Price, Purchase
Price  Adjustment,  or Interim Servicing Fee and any collateral held pursuant to
any  warehouse,  repurchase  or other  financing  facility)  which may be in the
possession of the Purchaser,  any of the Purchaser's  affiliates or its designee
(including the  Custodian),  including the right to set-off such amounts against
monies owed by the Seller or the Interim  Servicer to the Purchaser  pursuant to
this  Agreement,  without  prejudice  to the  Purchaser's  right to recover  any
deficiency. Notwithstanding the foregoing, the Purchaser agrees to provide prior
notice of a set-off against the Initial  Purchase Price of any Mortgage Loans to
be delivered to the Purchaser following the Purchaser's  decision to effect such
set-off.

            SECTION 14. DEFAULT.

            Subsection 14.01. Events of Default.

            In case one or more of the following Events of Default by the Seller
or the Interim Servicer shall occur and be continuing, that is to say:

            (i) failure on the part of the Seller duly to observe or perform any
material  covenants or agreements on its part set forth in this  Agreement or in
the  Custodial  Agreement  which  continues  unremedied  for a  period  of three
Business Days after the date on which written notice of such failure,  requiring
the same to be remedied, shall have been given to the Seller by the Purchaser or
by the Custodian; or

            (ii) an Act of  Insolvency  occurs with respect to the Seller or the
Interim Servicer;

            (iii) The Seller or the Interim  Servicer  shall admit its inability
to, or its intention not to, perform any of its obligations hereunder;

            (iv) any  governmental,  regulatory,  or  self-regulatory  authority
takes any action to remove,  limit,  restrict,  suspend or terminate the rights,
privileges,  or  operations  of the Seller or any of its Material  Subsidiaries,
including suspension as an issuer, lender or seller/servicer of related types of
assets, which suspension  materially adversely affects the value of the Mortgage
Loans or Purchaser's interest in the Mortgage Loans;

<PAGE>
                                      -41-


            (v)  The  Seller  or  the  Interim  Servicer  dissolves,  merges  or
consolidates  with another  entity unless it is the surviving  party,  or sells,
transfers,  or  otherwise  disposes  of a material  portion of its  business  or
assets, without the Purchaser's prior written consent;

            (vi) The  Purchaser,  in its good faith  judgment,  believes  that a
Material Adverse Effect has occurred;

            (vii) An  Interim  Servicer  Termination  Event has  occurred  and a
successor servicer has not assumed the  responsibilities of the Interim Servicer
hereunder within two weeks of such occurrence; or

            (viii) the Interim Servicer knowingly and willfully fails to deposit
any  amount  required  to be  deposited  in the  Custodial  Account  at the time
required  under this  Agreement,  or the Interim  Servicer  fails to deposit any
amount required to be deposited in the Custodial Account within two (2) Business
Days of notice by the Purchaser of its failure to deposit such amount (and which
initial  failure  was not  knowing  and  willful)  or the  Interim  Servicer  is
determined to have failed to deposit any amount  required to be deposited in the
Custodial Account for a second time (whether or not knowing and willful); or

            (ix) the Interim Servicer  attempts to assign its right to servicing
compensation hereunder; or

            (x) any Change in Control of the Seller or any  Material  Subsidiary
shall have occurred  without the prior  consent of the  Purchaser  which consent
with  respect to any Change of  Control  of a Material  Subsidiary  shall not be
unreasonably withheld; or

            (xi) The occurrence and continuance of a material "event of default"
or of an "event of  termination"  on the part of Seller or the Interim  Servicer
under any agreement  between the Seller or the Interim Servicer (or an affiliate
thereof) on the one hand,  and the  Purchaser  (or an affiliate  thereof) on the
other  hand,  which has not been  waived by the  Purchaser  (or its  affiliate),
provided  that such  event of  default  or event of  termination  does not arise
solely as a result of a default  under an  agreement  to which the Seller or the
Interim Servicer (or its affiliate) is not a party; or

            (xii) The  Seller's  failure  to  repurchase  any  Mortgage  Loan or
indemnify  the  Purchaser  as  required  under this  Agreement  which  continues
unremedied for a period of two (2) Business Days following notice to the Seller;

then,  and in each and every such case,  following  such Event of  Default,  the
Purchaser,  by notice in writing to the Seller and the Interim  Servicer may, in
addition  to  whatever  rights  the  Purchaser  may have at law or equity (or as
otherwise set forth in this Agreement) to damages,  including  injunctive relief
and specific  performance,  (a) terminate all the rights and  obligations of the
Interim  Servicer as interim  servicer under this  Agreement,  and (b) terminate
Purchaser's  commitment to purchase any further  Mortgage Loans pursuant to this
Agreement.  On or after the  receipt by the  Interim  Servicer

<PAGE>
                                      -42-


of such  written  notice,  all  authority  and power of the Interim  Servicer to
interim  service the Mortgage Loans under this  Agreement  shall on the date set
forth in such notice pass to and be vested in the successor  appointed  pursuant
to Section 16.

            Subsection 14.02. Waiver of Defaults.

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

            SECTION   15.   Termination.    The   respective   obligations   and
responsibilities of the Interim Servicer , as interim servicer,  shall terminate
at the  expiration  of the Interim  Servicing  Period  unless  terminated  on an
earlier  date at the option of the  Purchaser  or  pursuant  to Section 14. Upon
written request from the Purchaser in connection with any such termination,  the
Seller or the Interim Servicer shall prepare,  execute and deliver,  any and all
documents  and  other  instruments,  place  in the  Purchaser's  possession  all
Mortgage  Files,  and do or  accomplish  all other acts or things  necessary  or
appropriate  to effect the  purposes of such notice of  termination,  whether to
complete the transfer and  endorsement  or assignment of the Mortgage  Loans and
related  documents,  or otherwise,  at the Seller's  sole  expense.  The Interim
Servicer  agrees to cooperate with the Purchaser and such successor in effecting
the termination of the Interim Servicer's  responsibilities and rights hereunder
as  interim  servicer,  including,  without  limitation,  the  transfer  to such
successor for  administration  by it of all cash amounts which shall at the time
be credited by the Interim  Servicer to the Custodial  Account or Escrow Account
or thereafter received with respect to the Mortgage Loans.

            SECTION 16. Successor to the Interim Servicer.  Prior to termination
of the  Interim  Servicer's  responsibilities  and duties  under this  Agreement
pursuant to Section 12, 14 or 15, the Purchaser  shall (i) succeed to and assume
all of the Interim Servicer's  responsibilities,  rights, duties and obligations
under this  Agreement,  or (ii) appoint a successor  which shall  succeed to all
rights and assume all of the  responsibilities,  duties and  liabilities  of the
Interim  Servicer as interim  servicer under this Agreement.  In connection with
such  appointment and assumption,  the Purchaser may make such  arrangements for
the  compensation  of such successor out of payments on Mortgage Loans as it and
such successor  shall agree.  In the event that the Interim  Servicer's  duties,
responsibilities and liabilities as interim servicer under this Agreement should
be terminated  pursuant to the  aforementioned  Sections,  the Interim  Servicer
shall discharge such duties and responsibilities during the period from the date
it acquires  knowledge of such termination until the effective date thereof with
the same degree of  diligence  and  prudence  which it is  obligated to exercise
under this Agreement,  and shall take no action  whatsoever that might impair or
prejudice the rights or financial  condition of the Purchaser or such successor.
The  termination  of the Interim  Servicer as interim  servicer  pursuant to the
aforementioned  Sections shall not become  effective  until a successor shall be
appointed  pursuant to this Section 16 and shall in no event  relieve the Seller
or the Interim Servicer of the  representations  and warranties made pursuant to
Subsections  7.01 and

<PAGE>
                                      -43-


7.02 and the remedies  available to the Purchaser under Subsection 7.03 or 7.04,
it being  understood  and agreed that the provisions of such  Subsections  7.01,
7.02 and  7.03  and 7.04  shall be  applicable  to the  Seller  and the  Interim
Servicer  notwithstanding  any such  resignation  or  termination of the Interim
Servicer, or the termination of this Agreement.

            Any   successor   appointed  as  provided   herein  shall   execute,
acknowledge  and  deliver  to the  Interim  Servicer  and to  the  Purchaser  an
instrument  accepting such appointment,  whereupon following a completion of the
servicing  transfer (as  contemplated in Section 11 hereof) such successor shall
become  fully  vested with all the  rights,  powers,  duties,  responsibilities,
obligations  and  liabilities  of the Interim  Servicer,  with like effect as if
originally  named  as a party  to this  Agreement  and the  Custodial  Agreement
provided,  however,  that such successor shall not assume,  and Interim Servicer
shall indemnify such successor for, any and all  liabilities  arising out of the
Interim Servicer's acts as servicer.  Any termination of the Interim Servicer as
servicer  pursuant  to Section 12, 14 or 15 shall not affect any claims that the
Purchaser  may have  against  the  Interim  Servicer  arising  prior to any such
termination or resignation or remedies with respect to such claims.

            The Interim Servicer shall timely deliver to the successor the funds
in the  Custodial  Account  and the Escrow  Account and the  Mortgage  Files and
related  documents and statements held by it hereunder and the Interim  Servicer
shall account for all funds. The Interim Servicer shall execute and deliver such
instruments  and do such other things all as may  reasonably be required to more
fully and definitely vest and confirm in the successor all such rights,  powers,
duties, responsibilities, obligations and liabilities of the Interim Servicer as
servicer.  The successor shall make  arrangements as it may deem  appropriate to
reimburse  the  Interim  Servicer  for amounts  the  Interim  Servicer  actually
expended as servicer  pursuant to this Agreement which the successor is entitled
to retain hereunder and which would otherwise have been recovered by the Interim
Servicer  pursuant to this  Agreement but for the  appointment  of the successor
servicer.

            SECTION 17.  Financial  Statements.  The Seller  understands that in
connection with the Purchaser's  marketing of the Mortgage Loans,  the Purchaser
may make  available  to  prospective  purchasers  the  Seller's  and the Interim
Servicer's  financial  statements for the most recently  completed  three fiscal
years respecting which such statements are available. The Seller and the Interim
Servicer also shall make  available  any  comparable  interim  statements to the
extent any such  statements  have been  prepared  by the  Seller or the  Interim
Servicer  (and are  available  upon  request to members or  stockholders  of the
Seller or the public at large).  The Seller and the Interim Servicer,  if it has
not already done so, agrees to furnish  promptly to the Purchaser  copies of the
statements  specified  above.  The Interim  Servicer  also shall make  available
information on its servicing performance with respect to mortgage loans serviced
for others, including delinquency ratios.

            The Seller and the Interim  Servicer  also agrees to allow access at
reasonable  times,  and upon  reasonable  notice,  to  knowledgeable  financial,
accounting,  origination  and  servicing  officers  of the  Interim  Servicer or
Seller,  as  applicable,  for the purpose of  answering  questions  asked by any
prospective purchaser regarding recent developments  affecting the Seller or the
Interim Servicer, its loan origination or servicing practices, as applicable, or
the financial statements of the Seller or the Interim Servicer.

<PAGE>
                                      -44-


            SECTION 18. Mandatory Delivery: Grant of Security Interest. The sale
and  delivery of each  Mortgage  Loan on or before the related  Closing  Date is
mandatory from and after the date of the execution of the related  Confirmation,
it being  specifically  understood  and agreed that each Mortgage Loan is unique
and  identifiable on the date hereof and that an award of money damages would be
insufficient to compensate the Purchaser for the losses and damages  incurred by
the  Purchaser  (including  damages to  prospective  purchasers  of the Mortgage
Loans) in the event of the  Seller's  failure  to  deliver  each of the  related
Mortgage  Loans  or one or  more  Mortgage  Loans  otherwise  acceptable  to the
Purchaser on or before the related Closing Date. The Seller hereby grants to the
Purchaser a lien on and a continuing security interest in each Mortgage Loan and
each document and  instrument  evidencing  each such Mortgage Loan to secure the
performance  by the Seller of its  obligation  hereunder,  and the Seller agrees
that it holds such Mortgage  Loans in custody for the  Purchaser  subject to the
Purchaser's  (i)  right to  reject  any  Mortgage  Loan  under the terms of this
Agreement and the related  Confirmation,  and (ii) obligation to pay the related
Initial  Purchase Price for the Mortgage  Loans.  All rights and remedies of the
Purchaser under this Agreement are distinct from, and cumulative with, any other
rights or  remedies  under this  Agreement  or afforded by law or equity and all
such  rights  and  remedies  may be  exercised  concurrently,  independently  or
successively.

            SECTION  19.  Notices.  All  demands,   notices  and  communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
mailed,  by registered or certified mail,  return receipt  requested,  or, if by
other means, when received by the other party at the address as follows:

            (i)   if to the Purchaser:

                  Greenwich Capital Financial Products, Inc.
                  600 Steamboat Road
                  Greenwich, Connecticut  06830

                  Attn:  John C. Anderson

                  with a copy to:

                  Greenwich Capital Financial Products, Inc.
                  600 Steamboat Road
                  Greenwich, Connecticut  06830

                  Attn:  General Counsel

            (ii)  if to the Seller or the Interim Servicer:

                  c/o ContiFinancial Corporation
                  277 Park Avenue

<PAGE>
                                      -45-


                  New York, New York  10172

                  Attn:   Chief Counsel

                  With a copy to:

                  ContiMortgage Corporation
                  One ContiPark
                  338 South Warminster Road
                  Hatboro, Pennsylvania 19040

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

            SECTION 20. Severability Clause. Any part, provision, representation
or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable  shall  be  ineffective  to the  extent  of  such  prohibition  or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision,  representation  or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or  unenforceable in any jurisdiction  shall
be ineffective,  as to such  jurisdiction,  to the extent of such prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereto
waive any provision of law which prohibits or renders void or unenforceable  any
provision  hereof. If the invalidity of any part,  provision,  representation or
warranty  of this  Agreement  shall  deprive any party of the  economic  benefit
intended to be conferred by this  Agreement,  the parties  shall  negotiate,  in
good-faith,  to develop a structure  the  economic  effect of which is nearly as
possible the same as the economic  effect of this  Agreement  without  regard to
such invalidity.

            SECTION   21.   Counterparts.   This   Agreement   may  be  executed
simultaneously  in any number of counterparts.  Each counterpart shall be deemed
to be an original,  and all such counterparts  shall constitute one and the same
instrument.

            SECTION 22.  Governing  Law.  THE  AGREEMENT  SHALL BE  CONSTRUED IN
ACCORDANCE  WITH  THE  LAWS OF THE  STATE  OF NEW  YORK  WITHOUT  REGARD  TO ANY
CONFLICTS  OF LAW  PROVISIONS  AND THE  OBLIGATIONS,  RIGHTS AND REMEDIES OF THE
PARTIES  HEREUNDER  SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.

            SECTION 23.  Intention  of the Parties.  It is the  intention of the
parties  that the  Purchaser  is  purchasing,  and the  Seller is  selling,  the
Mortgage  Loans and not a debt  instrument  of

<PAGE>
                                      -46-


the Seller or another security.  Accordingly,  the parties hereto each intend to
treat the  transaction  for Federal income tax purposes as a sale by the Seller,
and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have
the right to review the Mortgage  Loans and the related  Mortgage  Loan Files to
determine  the  characteristics  of the  Mortgage  Loans which shall  affect the
Federal  income tax  consequences  of owning the  Mortgage  Loans and the Seller
shall cooperate with all reasonable requests made by the Purchaser in the course
of such review.

            SECTION 24.  Successors and Assigns.  This Agreement  shall bind and
inure to the benefit of and be enforceable by the Seller,  the Interim  Servicer
and the Purchaser and the respective  successors and assigns of the Seller,  the
Interim  Servicer and the  Purchaser.  The Purchaser  may assign this  Agreement
(except the Purchaser's obligation to purchase Mortgage Loans, which may only be
assigned  as set  forth  below)  to any  Person  to whom  any  Mortgage  Loan is
transferred  whether  pursuant to a sale or financing  and to any Person to whom
the servicing or master  servicing of any Mortgage Loan is sold or  transferred.
Upon any such  assignment,  the  Person to whom such  assignment  is made  shall
succeed to all rights and  obligations of the Purchaser  under this Agreement to
the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to
the  extent  of the  related  Mortgage  Loan or  Loans,  shall be deemed to be a
separate and distinct  Agreement among the Seller, the Interim Servicer and such
Purchaser, and a separate and distinct Agreement between the Seller, the Interim
Servicer and each other  Purchaser to the extent of the other  related  Mortgage
Loan or Loans.  In the event that this  Agreement  is  assigned to any Person to
whom  the  servicing  or  master  servicing  of any  Mortgage  Loan  is  sold or
transferred,  the rights and benefits  under this  agreement  which inure to the
Purchaser  shall inure to the  benefit of both the Person to whom such  Mortgage
Loan is transferred and the Person to whom the servicing or master  servicing of
the Mortgage Loan has been  transferred;  provided  that, the right to require a
Mortgage Loan to be  repurchased  by the Seller  pursuant to Subsection  7.03 or
7.04 shall be retained solely by the Purchaser.  The obligation of the Purchaser
to purchase  Mortgage  Loans under this  Agreement  shall not be assigned by the
Purchaser to a third party without the consent of the Seller; provided, however,
that  Seller's  consent  shall not be required in the case where the assignee of
Purchaser's  obligation to purchase  Mortgage  Loans under this  Agreement is an
affiliate  of  Purchaser.  This  Agreement  shall not be  assigned,  pledged  or
hypothecated by the Seller or the Interim  Servicer to a third party without the
consent of the Purchaser.

            SECTION 25.  Waivers.  No term or provision of this Agreement may be
waived or modified  unless such waiver or  modification is in writing and signed
by the party against whom such waiver or modification is sought to be enforced.

            SECTION 26.  Exhibits.  The  exhibits to this  Agreement  are hereby
incorporated and made a part hereof and are an integral part of this Agreement.

            SECTION 27.  Nonsolicitation.  The Seller and the  Interim  Servicer
covenants  and  agrees  that it  shall  not  take  any  action  to  solicit  the
refinancing   of  any  Mortgage  Loan  following  the  date  hereof  or  provide
information to any other entity to solicit the refinancing of any Mortgage Loan;
provided  that,  the  foregoing  shall not  preclude  the Seller or the  Interim
Servicer  from  engaging in  solicitations  to the general  public by newspaper,
radio, television or other media which

<PAGE>
                                      -47-


are not directed toward the Mortgagors or from  refinancing the Mortgage Loan of
any  Mortgagor  who,  without  solicitation,  contacts the Seller or the Interim
Servicer to request the refinancing of the related Mortgage Loan.

            SECTION 28. General  Interpretive  Principles.  For purposes of this
Agreement,  except  as  otherwise  expressly  provided  or  unless  the  context
otherwise requires:

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

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

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

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

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

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

            SECTION  29.  Reproduction  of  Documents.  This  Agreement  and all
documents relating thereto, including, without limitation, (a) consents, waivers
and modifications which may hereafter be executed, (b) documents received by any
party at the  closing,  and (c)  financial  statements,  certificates  and other
information  previously  or  hereafter  furnished,  may  be  reproduced  by  any
photographic,  photostatic,  microfilm,  micro-card,  miniature  photographic or
other similar  process.  The parties agree that any such  reproduction  shall be
admissible in evidence as the original itself in any judicial or  administrative
proceeding,  whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement,  facsimile  or  further  reproduction  of such  reproduction  shall
likewise be admissible in evidence.

            SECTION 30. Further Agreements. The Seller, the Interim Servicer and
the Purchaser each agree to execute and deliver to the other such reasonable and
appropriate additional documents,  instruments or agreements as may be necessary
or appropriate to effectuate the purposes of this Agreement.

<PAGE>
                                      -48-


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

                                     CONTIFINANCIAL CORPORATION
                                         (Seller)


                                     By: /s/ Alan Fishman
                                        ----------------------------
                                     Name: Alan Fishman
                                          --------------------------
                                     Title: President & CEO
                                           -------------------------


                                     By: /s/ Frank W. Baier
                                        ----------------------------
                                     Name: Frank W. Baier
                                          --------------------------
                                     Title: SVP & CEO
                                           -------------------------



                                     CONTIMORTGAGE CORPORATION
                                        (Interim Servicer)

                                     By: /s/ Robert J. Babjak
                                        ----------------------------
                                     Name: Robert J. Babjak
                                          --------------------------
                                     Title: Executive Vice President
                                           -------------------------


                                     By: /s/ Margaret M. Curry
                                        ----------------------------
                                     Name: Margaret M. Curry
                                          --------------------------
                                     Title: Senior Vice President
                                           -------------------------


                                     GREENWICH CAPITAL FINANCIAL PRODUCTS,
                                     INC.
                                        (Purchaser)


                                     By: /s/ John C. Anderson
                                        ----------------------------
                                     Name: John C. Anderson
                                          --------------------------
                                     Title: Senior Vice President
                                           -------------------------

                                     By:
                                        ----------------------------
                                     Name:
                                          --------------------------
                                     Title:
                                           -------------------------
<PAGE>


                                    EXHIBIT 1

                              OFFICER'S CERTIFICATE


            I,  ________________________,  hereby  certify  that I am  the  duly
elected  ______________ of [SELLER OR INTERIM SERVICER], a ________________ (the
"Seller"), and further certify, on behalf of the Seller as follows:

            1.  Attached  hereto as  Attachment I are a true and correct copy of
      the Certificate of Incorporation  and by-laws of the Seller as are in full
      force and effect on the date hereof.

            2. Each person who, as an officer or attorney-in-fact of the Seller,
      signed (a) the Master  Mortgage  Loan  Purchase  Facility  (the  "Purchase
      Agreement"),  dated as of  _____  1,  1999,  by and  among  ContiFinancial
      Corporation and ContiMortgage  Corporation and Greenwich Capital Financial
      Products,   Inc.   (the   "Purchaser");   (b)  the   Confirmation,   dated
      _____________   1999,   between   the  Seller  and  the   Purchaser   (the
      "Confirmation");  (c) the Custodial  Agreement,  dated as of ____ 1, 1999,
      among  the  Purchaser,   ContiFinancial   Corporation  and   ContiMortgage
      Corporation  and  Manufacturers  and Traders Trust Company (the "Custodial
      Agreement");  and (d) any other document  delivered prior hereto or on the
      date hereof in  connection  with the sale and  servicing  of the  Mortgage
      Loans in accordance with the Purchase  Agreement and the Confirmation was,
      at the  respective  times of such signing and  delivery,  and is as of the
      date  hereof,  duly  elected or  appointed,  qualified  and acting as such
      officer or attorney-in-fact,  and the signatures of such persons appearing
      on such documents are their genuine signatures.

            3.  Attached  hereto as  Attachment II is a true and correct copy of
      the  resolutions  duly  adopted by the board of directors of the Seller on
      ________________,   1999  (the   "Resolutions")   with   respect   to  the
      authorization  and  approval  of the sale and  servicing  of the  Mortgage
      Loans;  said  Resolutions  have not been  amended,  modified,  annulled or
      revoked and are in full force and effect on the date hereof.

            4.  Attached  hereto  as  Attachment  III is a  Certificate  of Good
      Standing of the Seller dated  ______________,  1999. No event has occurred
      since  ___________________,  1999 which has affected the good  standing of
      the Seller under the laws of the State of ___________.

            5. All of the representations and warranties of the Seller contained
      in  Subsections  7.01 and 7.02 of the  Purchase  Agreement  were  true and
      correct in all material respects as of the date of the Purchase  Agreement
      and are true and correct in all material respects as of the date hereof.


                                  Exhibit 1-1
<PAGE>

            6. The Seller has  performed all of its duties and has satisfied all
      the material  conditions on its part to be performed or satisfied prior to
      the related  Closing  Date  pursuant  to the  Purchase  Agreement  and the
      related Confirmation.

            All  capitalized  terms used herein and not otherwise  defined shall
have the meaning assigned to them in the Purchase Agreement.

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

Dated:___________


                                    [SELLER OR INTERIM SERVICER]
                                    (Seller)


                                     By: ___________________________
                                     Name:__________________________
                                     Title:



            I, _______________________,  Secretary of the Seller, hereby certify
that  _________________________ is the duly elected, qualified and acting of the
Seller and that the signature appearing above is his genuine signature.

            IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:__________

         [Seal]


                                    [SELLER OR INTERIM SERVICER]
                                    (Seller)


                                    By:__________________________
                                    Name:________________________
                                    Title:   [Assistant] Secretary


                                  Exhibit 1-2
<PAGE>

                                    EXHIBIT 2

      [FORM OF OPINION OF COUNSEL TO THE SELLER AND THE INTERIM SERVICER]


                         ------------------------------
                                     (Date)



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

                     Re: Master Mortgage Loan Purchase Facility, dated as
                         of ______ 1, 1999

Gentlemen:

            I  have  acted  as  counsel  to   ContiFinancial   Corporation  (the
"Seller"), and ___________ ContiMortgage Corporation, a __________ (the "Interim
Servicer"),  in connection with the sale of certain mortgage loans by the Seller
to Greenwich Capital Financial Products,  Inc. (the "Purchaser") pursuant to (i)
a Master Mortgage Loan Purchase Facility,  dated as of ______ 1, 1999, among the
Seller, the Interim Servicer and the Purchaser (the "Purchase  Agreement"),  the
Custodial  Agreement,  dated as of  ________  1,  1999,  among the  Seller,  the
Purchaser,   and   _________________   (the  "Custodial   Agreement")  [and  the
Confirmation,  dated __________, 1999, between the Seller and the Purchaser (the
"Confirmation")].  Capitalized  terms  not  otherwise  defined  herein  have the
meanings set forth in the Purchase Agreement.

            In connection  with rendering this opinion  letter,  I, or attorneys
working  under my  direction,  have  examined,  among other  things,  originals,
certified copies or copies otherwise identified to my satisfaction as being true
copies of the following:

            A.    The Purchase Agreement;
            B.    [The Confirmation;]
            C.    The Custodial Agreement;
            D.    The   Seller's   and   Interim   Servicer's   Certificate   of
                  Incorporation and by-laws, as amended to date; and
            E.    Resolutions  adopted by the Board of  Directors  of the Seller
                  with   specific   reference   to  actions   relating   to  the
                  transactions    covered   by   this    opinion   (the   "Board
                  Resolutions").

            For  the  purpose  of  rendering  this  opinion,  I have  made  such
documentary,  factual and legal  examinations  as I deemed  necessary  under the
circumstances.   As  to  factual   matters,   I  have  relied  upon  statements,
certificates  and other assurances of public officials and of officers and other


                                  Exhibit 2-1
<PAGE>

representatives  of the Seller  and the  Interim  Servicer,  and upon such other
certificates  as I  deemed  appropriate,  which  factual  matters  have not been
independently  established  or verified by me. I have also assumed,  among other
things,  the  genuineness of all  signatures,  the legal capacity of all natural
persons, the authenticity of all documents submitted to me as originals, and the
conformity to original documents of all documents  submitted to me as copies and
the authenticity of the originals of such copied documents.

            On the basis of and  subject to the  foregoing  examination,  and in
reliance thereon, and subject to the assumptions, qualifications, exceptions and
limitations expressed herein, I am of the opinion that:

            1. The Seller and the Interim  Servicer  has been duly  incorporated
and is  validly  existing  and in good  standing  under the laws of the State of
_______ with corporate power and authority to own its properties and conduct its
business as presently  conducted by it. The Interim  Servicer has the  corporate
power and  authority  to  service  the  Mortgage  Loans,  and the Seller and the
Interim Servicer has the corporate power and authority to execute,  deliver, and
perform its obligations under the Purchase  Agreement,  the Custodial  Agreement
[and the Confirmation] (sometimes collectively, the "Agreements").

            2.  The  Purchase  Agreement,   the  Custodial  Agreement  [and  the
Confirmation] have been duly and validly  authorized,  executed and delivered by
the Seller and the Interim Servicer.

            3.  The  Purchase  Agreement,   the  Custodial  Agreement  [and  the
Confirmation]  constitute valid, legal and binding obligations of the Seller and
the Interim Servicer, enforceable against the Seller and the Interim Servicer in
accordance with their respective terms.

            4. No  consent,  approval,  authorization  or order of any  state or
federal  court or  government  agency  or body is  required  for the  execution,
delivery  and  performance  by Seller or the Interim  Servicer  of the  Purchase
Agreement,  the Custodial Agreement [and the Confirmation],  or the consummation
of the  transactions  contemplated  by the  Purchase  Agreement,  the  Custodial
Agreement  [and  the  Confirmation],   except  for  those  consents,  approvals,
authorizations or orders which previously have been obtained.

            5.  Neither  the  servicing  of the  Mortgage  Loans by the  Interim
Servicer as provided in the Purchase  Agreement [and the  Confirmation,] nor the
fulfillment  of the  terms  of or the  consummation  of any  other  transactions
contemplated  in the  Purchase  Agreement,  the  Custodial  Agreement  [and  the
Confirmation]  will  result  in a  breach  of  any  term  or  provision  of  the
certificate of incorporation  or by-laws of the Seller or the Interim  Servicer,
or,  to the best of my  knowledge,  will  conflict  with,  result in a breach or
violation  of, or  constitute  a default  under,  (i) the terms of any  material
indenture or other  material  agreement or  instrument  known to me to which the
Seller or the  Interim  Servicer  is a party or by which it is  bound,  (ii) any
State of _______ or federal  statute or  regulation  applicable to the Seller or
the  Interim  Servicer,  or (iii) any order of any State of  _______  or federal
court,  regulatory  body,  administrative  agency or  governmental  body  having
jurisdiction  over the Seller or the Interim  Servicer,  except in any such case
where the default,  breach


                                  Exhibit 2-2
<PAGE>

or  violation  would not have a  material  adverse  effect on the  Seller or the
Interim Servicer or their ability to perform their respective  obligations under
the Purchase Agreement and the Custodial Agreement.

            6. To the best of my knowledge there is no action, suit,  proceeding
or  investigation  pending  or  threatened  against  the  Seller or the  Interim
Servicer which, in my judgment,  either in any one instance or in the aggregate,
would draw into question the validity of the Purchase Agreement or the Custodial
Agreement  or which  would be likely to impair  materially  the  ability  of the
Seller or the  Interim  Servicer  to  perform  under  the terms of the  Purchase
Agreement or the Custodial Agreement.

            7. The sale of each  Mortgage Note and Mortgage as and in the manner
contemplated  by the Purchase  Agreement is sufficient  fully to transfer to the
Purchaser all right,  title and interest of the Seller thereto as noteholder and
mortgagee.

            8. The  Assignments  of  Mortgage  are in  recordable  form and upon
completion  will be  acceptable  for  recording  under  the laws of the State of
_______.  When endorsed,  as provided in the Custodial  Agreement,  the Mortgage
Notes will be duly endorsed under _______ law.

            9. Assuming that all other  elements  necessary to render a Mortgage
Loan legal,  valid,  binding and enforceable were present in connection with the
execution,  delivery and performance of each Mortgage Loan (including completion
of the  entire  Mortgage  Loan  fully,  accurately  and in  compliance  with all
applicable  laws, rules and regulations) and assuming further that no action was
taken in  connection  with  the  execution,  delivery  and  performance  of each
Mortgage Loan  (including in connection  with the sale of the related  Mortgaged
Property) that would give rise to a defense to the legality,  validity,  binding
effect and  enforceability  of such Mortgage Loan,  nothing in the forms of such
Mortgage  Loans,  as attached  hereto as Exhibit A, would  render such  Mortgage
Loans other than legal, valid, binding and enforceable.

            10. Assuming their validity,  binding effect and  enforceability  in
all other  respects  (including  completion  of the entire  Mortgage Loan fully,
accurately and in compliance with all applicable laws,  rules and  regulations),
the forms of  Mortgage  Loans  attached  hereto as  Exhibit A are in  sufficient
compliance with ________ law and Federal  consumer  protection laws so as not to
be rendered void or voidable at the election of the Mortgagor thereunder.

            The  opinions   above  are  subject  to  the  following   additional
assumptions, exceptions, qualifications and limitations:

            A. I have assumed that all parties to the Agreements  other than the
Seller and the  Interim  Servicer  have all  requisite  power and  authority  to
execute,  deliver and perform  their  respective  obligations  under each of the
Agreements,  and that the Agreements  have been duly authorized by all necessary
corporate  action on the part of such parties,  have been executed and delivered
by such parties and constitute the legal, valid and binding  obligations of such
parties.


                                  Exhibit 2-4
<PAGE>

            B. My opinion  expressed  in  paragraphs 3 and 7 above is subject to
the qualifications  that (i) the enforceability of the Agreements may be limited
by the effect of laws relating to (1)  bankruptcy,  reorganization,  insolvency,
moratorium  or other  similar  laws  now or  hereafter  in  effect  relating  to
creditors'  rights  generally,  including,  without  limitation,  the  effect of
statutory  or  other  laws  regarding  fraudulent  conveyances  or  preferential
transfers, and (2) general principles of equity upon the specific enforceability
of any of the remedies, covenants or other provisions of the Agreements and upon
the  availability  of  injunctive  relief or other  equitable  remedies  and the
application of principles of equity  (regardless of whether such  enforceability
is considered in a proceeding in equity or at law) as such principles relate to,
limit  or  affect  the  enforcement  of  creditors'  rights  generally  and  the
discretion of the court before which any proceeding for such  enforcement may be
brought;  and (ii) I express no opinion  herein  with  respect to the  validity,
legality, binding effect or enforceability of (a) provisions for indemnification
in the Agreements to the extent such provisions may be held to be  unenforceable
as contrary to public policy or (b) Section 18 of the Purchase Agreement.

            C. I have assumed, without independent check or certification,  that
there  are no  agreements  or  understandings  among  the  Seller,  the  Interim
Servicer,  the  Purchaser  and any other  party which  would  expand,  modify or
otherwise  affect the terms of the documents  described herein or the respective
rights or obligations of the parties thereunder.

            I am admitted  to practice in the State of _______,  and I render no
opinion herein as to matters  involving the laws of any jurisdiction  other than
the State of _______ and the Federal laws of the United States of America.

Very truly yours,


                                  Exhibit 2-2
<PAGE>

                                    EXHIBIT 3

                         SECURITY RELEASE CERTIFICATION

            I. Release of Security Interest

            ___________________________,  hereby relinquishes any and all right,
title and interest it may have in and to the Mortgage Loans described in Exhibit
A attached hereto upon purchase thereof by Greenwich Capital Financial Products,
Inc. from the Seller named below pursuant to that certain  Master  Mortgage Loan
Purchase  Facility,  dated as of  _______  1,  1999,  as of the date and time of
receipt by ______________________________ of $__________ for such Mortgage Loans
(the  "Date  and  Time of  Sale"),  and  certifies  that all  notes,  mortgages,
assignments  and other  documents in its  possession  relating to such  Mortgage
Loans  have  been  delivered  and  released  to the  Seller  named  below or its
designees as of the Date and Time of Sale.

Name and Address of Financial Institution



         (Name)



         (Address)


By:________________________


                                  Exhibit 3-1
<PAGE>

                          II. Certification of Release

            The  Seller  named  below  hereby  certifies  to  Greenwich  Capital
Financial  Products,  Inc.  that,  as of the Date and Time of Sale of the  above
mentioned  Mortgage Loans to Greenwich  Capital  Financial  Products,  Inc., the
security interests in the Mortgage Loans released by the above named corporation
comprise  all  security  interests  relating  to or  affecting  any and all such
Mortgage Loans. The Seller warrants that, as of such time, there are and will be
no other security interests affecting any or all of such Mortgage Loans.

                                       ________________________________________
                                       Seller


                                       By: ____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                       By: ____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                  Exhibit 3-2
<PAGE>

                                    EXHIBIT 4

                            ASSIGNMENT AND CONVEYANCE


            On this _______ day of ________,  1999,  CONTIFINANCIAL  CORPORATION
("Seller")  as the Seller  under that  certain  Master  Mortgage  Loan  Purchase
Facility,  dated as of  August  9,  1999 (the  "Agreement")  does  hereby  sell,
transfer,  assign, set over and convey to Greenwich Capital Financial  Products,
Inc. as Purchaser  under the  Agreement,  without  recourse,  but subject to the
terms of the Agreement,  all rights,  title and interest of the Seller in and to
the  Mortgage  Loans  listed on the  Mortgage  Loan  Schedule  attached  hereto,
together with the related Mortgage Files and all rights and obligations  arising
under the  documents  contained  therein.  Pursuant  to  Subsection  6.03 of the
Agreement,  the Seller has  delivered to the  Custodian  the  documents for each
Mortgage  Loan to be  purchased  as set forth in the  Custodial  Agreement.  The
contents of each related  Servicing  File required to be retained by the Interim
Servicer to service the Mortgage  Loans  pursuant to the  Agreement and thus not
delivered  to the  Purchaser  are and  shall  be held in  trust  by the  Interim
Servicer  for the benefit of the  Purchaser  as the owner  thereof.  The Interim
Servicer's  possession of any portion of each such Servicing File is at the will
of the Purchaser for the sole purpose of  facilitating  servicing of the related
Mortgage Loan pursuant to the  Agreement,  and such  retention and possession by
the Seller or the Interim  Servicer  shall be in a custodial  capacity only. The
ownership  of each of the  Mortgage  Loan  Documents  and  the  contents  of the
Mortgage File and Servicing File is vested in the Purchaser and the ownership of
all records and documents with respect to the related  Mortgage Loan prepared by
or which come into the  possession of the Seller or the Interim  Servicer  shall
immediately  vest in the  Purchaser  and shall be retained  and  maintained,  in
trust,  by the Seller or the Interim  Servicer at the will of the  Purchaser  in
such custodial capacity only.

            The Seller  confirms to the Purchaser  that the  representation  and
warranties set forth in Subsections  7.01 and 7.02 of the Agreement are true and
correct as of the date  hereof,  and that all  statements  made in the  Seller's
Officer's  Certificates and all Attachments  thereto remain  complete,  true and
correct  in  all  respects  as of the  date  hereof,  and  makes  the  following
additional  representations  and warranties to the Purchaser,  which  additional
representations  and warranties are hereby  incorporated into Subsection 7.02 of
the Agreement:

            (1)   When measured by aggregate Stated Principal  Balance as of the
                  Cut-off Date, (i) no less than ______________ percent (__%) of
                  the  Mortgage   Loans  are  secured  by  detached   one-family
                  dwellings  or detached  one-family  dwellings  in planned unit
                  developments,  (ii) no more than ____________ percent (__%) of
                  the  Mortgage   Loans  are  secured  by  attached   one-family
                  dwellings  in a planned unit  development,  (iii) no more than
                  ______  percent  (__%) of the  Mortgage  Loans are  secured by
                  individual  condominium  units,  and (iv) no more  than  _____
                  percent  (__%) of the  Mortgage  Loans are secured by detached
                  two-to-four family dwellings;


                                  Exhibit 4-1
<PAGE>

            (2)   When measured by aggregate Stated Principal  Balance as of the
                  Cut-off  Date,  no  more  than  ______  percent  (--%)  of the
                  Mortgage  Loans  had  Loan-to-Value  Ratio at  origination  in
                  excess of %, and the weighted average  Loan-to-Value Ratio for
                  all Mortgage Loans at origination did not exceed __%;

            (3)   With  respect to all of the Mortgage  Loans,  at the time that
                  the Mortgage Loan was made, the Mortgagor represented that the
                  Mortgagor  would occupy the Mortgaged  Property as Mortgagor's
                  primary residence;

            (4)   No Mortgage  Loan had a principal  balance at  origination  in
                  excess of $______  and the  average  principal  balance of the
                  Mortgage  Loans  on the  Cut-off  Date  was not in  excess  of
                  $______.  When  measured  by the  aggregate  Stated  Principal
                  Balance  as of the  Cut-off  Date,  no  more  than  __% of the
                  Mortgage  Loans had a  principal  balance  at  origination  in
                  excess of $_________;

            (5)   Each  Mortgage  Loan has a Mortgage  Interest Rate of at least
                  ______%.  The Mortgage Loans have a weighted  average Mortgage
                  Interest  Rate  of  ______%  as of the  Cut-off  Date  and the
                  Adjustable Rate Mortgage Loans have a weighted  average margin
                  of _____% as of the Cut-off Date;

            (6)   When measured by aggregate  Closing Date Principal  Balance as
                  of the Cut-off  Date,  no more than five  percent  (5%) of the
                  Mortgage Loans are secured by Mortgaged  Properties located in
                  the same United States postal zip code.


                                  Exhibit 4-2
<PAGE>

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

                                       CONTIFINANCIAL CORPORATION
                                       (Seller)


                                       By: ____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                       By: ____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                       CONTIMORTGAGE CORPORATION
                                       (Interim Servicer)


                                       By: ____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                       By: ____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                  Exhibit 4-3
<PAGE>

                                    EXHIBIT 5

                         CONTENTS OF EACH MORTGAGE FILE

            With respect to each Mortgage  Loan, the Mortgage File shall include
each of the  following  items,  which shall be available  for  inspection by the
Purchaser  and which shall be retained by the Interim  Servicer or  delivered to
the Custodian:

            1.    Mortgage Loan Documents.

            2.    Residential loan application.

            3.    Mortgage Loan closing statement.

            4.    Verification of employment and income.

            5.    Verification  of  acceptable  evidence of source and amount of
                  downpayment.

            6.    Credit report on Mortgagor.

            7.    Residential appraisal report.

            8.    Photograph of the Mortgaged Property.

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

            10.   All required disclosure  statements and statement of Mortgagor
                  confirming receipt thereof.

            11.   If available,  termite report,  structural  engineer's report,
                  water potability and septic certification.

            12.   Sales Contract, if applicable.

            13.   Hazard   insurance   policy  in  effect  as  of  the  date  of
                  origination of the Mortgage Loan.

            14.   Tax  receipts,  insurance  premium  receipts,  ledger  sheets,
                  payment  history  from date of  origination,  insurance  claim
                  files,  correspondence,  current and  historical  computerized
                  data files, and all other processing, underwriting and closing
                  papers  and  records  which  are  customarily  contained  in a
                  mortgage


                                  Exhibit 5-1
<PAGE>

                  loan file and which are required to document the Mortgage Loan
                  or to service the Mortgage Loan.

            15.   Amortization schedule, if available.

            16.   Payment  history for Mortgage  Loans that have been closed for
                  more than 90 days.

            17.   Recent  drive-by  appraisal  for Mortgage  loans with original
                  principal balance greater than $250,000 (greater than $300,000
                  for California Mortgage Loans).

            18.   With  respect  to each  Mortgage  Loan which is subject to the
                  provisions  of HOEPA,  a copy of a notice to each entity which
                  was a purchaser  or assignee of the Mortgage  Loan  satisfying
                  the provisions of HOEPA and the regulations  issued thereunder
                  to the  effect  that the  Mortgage  Loan is subject to special
                  truth-in-lending rules.

                                  Exhibit 5-2
<PAGE>

                                    EXHIBIT 6

                               CUSTODIAL AGREEMENT


                                  Exhibit 6-1
<PAGE>

                                    EXHIBIT 7

                                   [RESERVED]


                                  Exhibit 7-2
<PAGE>

                                    EXHIBIT 8

                         ESCROW ACCOUNT LETTER AGREEMENT


                                                                    ______, 1999

To: _____________________


      (the "Depository")

            As  Interim   Servicer  under  the  Master  Mortgage  Loan  Purchase
Facility,  dated as of ______ 1, 1999,  we hereby  authorize  and request you to
establish an account,  as an Escrow Account,  to be designated as "CONTIMORTGAGE
CORPORATION  in trust  for the  Purchaser  and  various  Mortgagors,  Fixed  and
Adjustable Rate Mortgage Loans." All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Interim Servicer. You may refuse any
deposit which would result in violation of the  requirement  that the account be
fully insured as described below.  This letter is submitted to you in duplicate.
Please execute and return one original to us.

                                         CONTIMORTGAGE CORPORATION
                                                     (Interim Servicer)

                                       By: ____________________________________

                                       Name:___________________________________

                                       Title:__________________________________

                                       Date:__________________________________



                                       By: ____________________________________

                                       Name:___________________________________

                                       Title:__________________________________

                                       Date:__________________________________


                                   Exhibit 8-1
<PAGE>

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

                                       _________________________________________
                                                        Depository

                                       By: ____________________________________

                                       Name:___________________________________

                                       Title:__________________________________

                                       Date:__________________________________


                                  Exhibit 8-2
<PAGE>

                                    EXHIBIT 9

                               SERVICING ADDENDUM

            Subsection 11.01 Interim Servicer.

            The  Interim  Servicer,  as  independent  contract  servicer,  shall
interim  service and  administer  the  Mortgage  Loans in  accordance  with this
Agreement  during  the  Interim  Servicing  Period and shall have full power and
authority,  acting  alone,  to do or  cause  to be done  any and all  things  in
connection  with such interim  servicing  and  administration  which the Interim
Servicer may deem necessary or desirable and  consistent  with the terms of this
Agreement.

            Consistent  with the terms of this Agreement,  the Interim  Servicer
may  waive,  modify  or vary any term of any  Mortgage  Loan or  consent  to the
postponement  of strict  compliance  with any such term or in any  manner  grant
indulgence to any Mortgagor if in the Interim Servicer's  reasonable and prudent
determination  such waiver,  modification,  postponement  or  indulgence  is not
materially adverse to the Purchaser;  provided, however, that unless the Interim
Servicer has obtained the prior written  consent of the  Purchaser,  the Interim
Servicer  shall not permit any  modification  with respect to any Mortgage  Loan
that would  change the  Mortgage  Interest  Rate,  defer or forgive  the payment
thereof  or of any  principal  or  interest  payments,  reduce  the  outstanding
principal  amount  (except for actual  payments of principal),  make  additional
advances  of  additional  principal  or extend the final  maturity  date on such
Mortgage Loan.  Without  limiting the  generality of the foregoing,  the Interim
Servicer shall continue, and is hereby authorized and empowered,  to execute and
deliver on behalf of itself, and the Purchaser,  all instruments of satisfaction
or  cancellation,  or of  partial  or full  release,  discharge  and  all  other
comparable  instruments,  with respect to the Mortgage Loans and with respect to
the Mortgaged  Property.  If reasonably  required by the Interim  Servicer,  the
Purchaser shall furnish the Interim  Servicer with any powers of attorney at the
Purchaser's  option and other  documents  necessary or appropriate to enable the
Interim Servicer to carry out its interim  servicing and  administrative  duties
under this Agreement.

            In interim  servicing  and  administering  the Mortgage  Loans,  the
Interim Servicer shall employ  procedures  including  collection  procedures and
exercise the same care that it  customarily  employs and  exercises in servicing
and  administering  mortgage  loans for its own account and mortgage loans which
are securitized by Purchaser in a rated transaction, giving due consideration to
accepted  mortgage  servicing  practices of prudent lending  institutions  (such
practices,  "Accepted  Servicing  Practices").  If  Interim  Servicer  elects to
utilize  a  subservicer  to  perform  any or all of  Interim  Servicer's  duties
hereunder,  Interim  Servicer  shall  remain  liable as though  such duties were
performed directly by Interim Servicer and Interim Servicer shall be responsible
for the payment of any and all fees of any such subservicer.

            Subsection 11.02 Collection of Mortgage Loan Payments.

            Continuously  from the date hereof until the  principal and interest
on all  Mortgage  Loans are paid in full,  the Interim  Servicer  shall  proceed
diligently  to collect all payments due under each


                                  Exhibit 9-1
<PAGE>

Mortgage  Loan when the same shall  become  due and  payable  and shall,  to the
extent such  procedures  shall be consistent  with this  Agreement,  follow such
collection procedures as it follows with respect to mortgage loans comparable to
the Mortgage Loans and held for its own account.  Further,  the Interim Servicer
shall take special care in  ascertaining  and  estimating  annual  ground rents,
taxes,  assessments,  water rates,  fire and hazard  insurance  premiums and all
other charges that, as provided in the Mortgage,  will become due and payable to
the end that the  installments  payable by the Mortgagors  will be sufficient to
pay such charges as and when they become due and payable.

            Subsection 11.03 Realization Upon Defaulted Mortgage Loans.

            (a) The Interim Servicer shall use its best efforts, consistent with
the procedures  that the Interim  Servicer would use in servicing  loans for its
own account, to foreclose upon or otherwise  comparably convert the ownership of
such  Mortgaged  Properties as come into and continue in default and as to which
no satisfactory  arrangements can be made for collection of delinquent  payments
pursuant to Subsection 11.01. The Interim Servicer shall use its best efforts to
realize  upon  defaulted  Mortgage  Loans in such a manner as will  maximize the
receipt of principal and interest by the Purchaser,  taking into account,  among
other things, the timing of foreclosure proceedings. The foregoing is subject to
the provisions that, in any case in which Mortgaged Property shall have suffered
damage,  the  Interim  Servicer  shall not be  required  to expend its own funds
toward the  restoration  of such property in excess of $2,000 unless it consults
with the Purchaser with respect to a course of action to be taken and determines
in its  discretion  (i) that such  restoration  will  increase  the  proceeds of
liquidation of the related Mortgage Loan to the Purchaser after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the
Interim Servicer  through  Insurance  Proceeds or Liquidation  Proceeds from the
related  Mortgaged  Property,  as contemplated in Subsection 11.05. In the event
that any payment due under any  Mortgage  Loan is not paid when the same becomes
due and  payable,  or in the  event the  Mortgagor  fails to  perform  any other
covenant or obligation under the Mortgage Loan and such failure continues beyond
any applicable  grace period,  the Interim Servicer shall take such action as it
shall deem to be in the best  interest of the  Purchaser.  In the event that any
payment due under any Mortgage  Loan remains  delinquent  for a period of ninety
(90) days or more,  the Interim  Servicer shall notify the Purchaser and receive
instruction as to whether to commence foreclosure proceedings in accordance with
Accepted Servicing Practices.  The Interim Servicer shall be responsible for all
costs and expenses  incurred by it in any such proceedings;  provided,  however,
that it shall be entitled to  reimbursement  thereof from the related  Mortgaged
Property, as contemplated in Subsection 11.05.

            (b)  Notwithstanding  the foregoing  provisions  of this  Subsection
11.03,  with respect to any Mortgage  Loan as to which the Interim  Servicer has
received actual notice of, or has actual knowledge of, the presence of any toxic
or hazardous  substance on the related  Mortgaged  Property the Interim Servicer
shall not either (i) obtain title to such  Mortgaged  Property as a result of or
in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or
take any other action,  with respect to, such Mortgaged Property if, as a result
of any such action,  the Purchaser would be considered to hold title to, to be a
mortgagee-in-possession  of,  or to be an owner or  operator  of such  Mortgaged
Property  within  the  meaning  of  the  Comprehensive  Environmental  Response,
Compensation  and  Liability  Act of 1980,  as amended from time to time, or any


                                  Exhibit 9-2
<PAGE>

comparable law, unless the Interim  Servicer has immediately  consulted with the
Purchaser  with  respect  to a course of action to be taken in  accordance  with
Accepted Servicing Practices.

            The cost of the  environmental  audit  report  contemplated  by this
Subsection  11.03  shall be advanced  by the  Interim  Servicer,  subject to the
Interim Servicer's right to be reimbursed therefor from the Custodial Account as
contemplated in Subsection 11.05.

            If the Interim Servicer  determines,  as described above, that it is
in the best  economic  interest  of the  Purchaser  to take such  actions as are
necessary to bring any such Mortgaged  Property into  compliance with applicable
environmental  laws,  or to take such  action with  respect to the  containment,
clean-up or remediation of hazardous substances,  hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the  Interim  Servicer  shall  take  such  action  as it deems to be in the best
economic   interest  of  the  Purchaser.   The  cost  of  any  such  compliance,
containment,  cleanup or remediation  shall be advanced by the Interim Servicer,
subject to the  Interim  Servicer's  right to be  reimbursed  therefor  from the
Custodial Account as contemplated in Subsection 11.05.

            (c)  Proceeds   received  in  connection  with  any  Final  Recovery
Determination,  as well as any recovery  resulting from a partial  collection of
Insurance Proceeds or Liquidation Proceeds in respect of any Mortgage Loan, will
be applied in the following  order of priority:  first, to reimburse the Interim
Servicer for any related unreimbursed Servicing Advances; second, to accrued and
unpaid  interest  on the  Mortgage  Loan,  to the  date  of the  Final  Recovery
Determination; and third, as a recovery of principal of the Mortgage Loan.

            Subsection 11.04  Establishment of Custodial  Accounts;  Deposits in
Custodial Accounts.

            The Interim  Servicer shall  segregate and hold all funds  collected
and received  pursuant to each  Mortgage Loan separate and apart from any of its
own funds and general assets.

            The Interim  Servicer shall deposit in the Custodial  Account within
24 hours of receipt,  and retain therein the following  payments and collections
received by it  subsequent  to the Cut-off  Date, or received by it prior to the
Cut-off Date but allocable to a period subsequent thereto, other than in respect
of principal  and  interest on the  Mortgage  Loans due on or before the Cut-off
Date:

            (i)   all payments on account of  principal  on the  Mortgage  Loans
                  including  any  Principal   Prepayments   and  any  prepayment
                  penalties or premiums;

            (ii)  all payments on account of interest on the Mortgage Loans;

            (iii) all Liquidation Proceeds;

            (iv)  all  Insurance  Proceeds  including  amounts  required  to  be
deposited  pursuant to  Subsections  11.10 and 11.11,  other than proceeds to be
held in the  Escrow  Account  and  applied


                                  Exhibit 9-3
<PAGE>

to the  restoration  or repair of the  Mortgaged  Property  or  released  to the
Mortgagor in accordance with the Interim Servicer's normal servicing procedures,
the loan documents or applicable law;

            (v) all Condemnation Proceeds affecting any Mortgaged Property which
are not released to the  Mortgagor  in  accordance  with the Interim  Servicer's
normal servicing procedures, the loan documents or applicable law;

            (vi) all proceeds of any Mortgage  Loan  repurchased  in  accordance
with  Subsections  7.03 and 7.04 and all amounts required to be deposited by the
Seller in connection with shortfalls in principal amount of Qualified Substitute
Mortgage Loans pursuant to Subsection 7.03;

            (vii) any amounts  required to be deposited by the Interim  Servicer
pursuant to Subsection  11.11 in connection  with the  deductible  clause in any
blanket  hazard  insurance  policy.  Such deposit shall be made from the Interim
Servicer's own funds, without reimbursement therefor;

            (viii) any amounts  required to be deposited by the Interim Servicer
in connection with any REO Property pursuant to Subsection 11.13; and

            (ix) any amounts  required to be deposited in the Custodial  Account
pursuant to Subsections 11.19 or 11.20.

The  foregoing  requirements  for  deposit  in the  Custodial  Account  shall be
exclusive,  it being understood and agreed that, without limiting the generality
of the  foregoing,  payments in the nature of late payment  charges,  assumption
fees, to the extent permitted by Subsection 11.01, and the Interim Servicing Fee
as permitted by Section 11.21,  need not be deposited by the Interim Servicer in
the Custodial Account.  Such Custodial Account shall be an Eligible Account. Any
interest  or  earnings  on  funds  deposited  in the  Custodial  Account  by the
depository institution shall accrue to the benefit of the Purchaser. The Interim
Servicer  shall give notice to the  Purchaser of the  location of the  Custodial
Account when established and prior to any change thereof.

      Subsection 11.05 Permitted Withdrawals From the Custodial Account.

      The  Purchaser,  as owner of the Custodial  Account,  shall be entitled to
withdraw any and all funds deposited in the Custodial  Account as owner thereto.
All  withdrawals  from the Custodial  Account shall be made by the Purchaser and
the Interim Servicer shall have no withdrawal rights with respect thereto.

      Simultaneously  with the delivery of the  Remittance  Report,  the Interim
Servicer  shall  deliver  an  invoice to the  Purchaser,  along with  reasonable
documentation, requesting payment for the following:

      (i) to pay the Interim Servicer for unreimbursed  Servicing Advances,  the
Interim  Servicer's right to payment pursuant to this subclause (i) with respect
to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation
Proceeds,  Insurance  Proceeds and such other amounts as may be collected by the
Interim Servicer from the Mortgagor or otherwise  relating to the


                                  Exhibit 9-4
<PAGE>

Mortgage Loan, it being understood that, in the case of such reimbursement,  the
Interim  Servicer's right thereto shall be prior to the rights of the Purchaser,
except  that,  where the Interim  Servicer is required to  repurchase a Mortgage
Loan,  pursuant to Subsection 7.03, the Interim Servicer's right to such payment
shall be  subsequent  to the payment to the  Purchaser of the  Repurchase  Price
pursuant to  Subsection  7.03 and all other  amounts  required to be paid to the
Purchaser with respect to such Mortgage Loans;

      (ii) to pay the Interim  Servicer  with respect to each Mortgage Loan that
has been  repurchased  pursuant to Subsection 7.03 all amounts  received thereon
and not  distributed  as of the date on which the  related  Repurchase  Price is
determined; and

      (iii) to pay, or to reimburse the Interim Servicer for advances in respect
of,  expenses  incurred  in  connection  with  any  Mortgage  Loan  pursuant  to
Subsection  11.03(b),  but only to the extent of amounts  received in respect of
the Mortgage Loans to which such expense is attributable.

      Absent a good faith dispute on the amount set forth on such  invoice,  the
Purchaser  shall  remit to the Interim  Servicer  the amount  specified  in such
invoice within five (5) Business Days of receipt thereof by the Purchaser.

      In the event that any amount is  mistakenly  deposited  into the Custodial
Account by the Interim  Servicer,  the Purchaser shall withdraw such amount from
the  Custodial  Account  and remit it to the  Interim  Servicer  as  quickly  as
possible,  and if possible on the date the Purchaser receives  notification from
the Interim Servicer of such mistaken deposit.

      Subsection  11.06  Establishment  of Escrow  Accounts;  Deposits in Escrow
Accounts.

      The Interim  Servicer  shall  segregate  and hold all funds  collected and
received  pursuant  to each  Mortgage  Loan  which  constitute  Escrow  Payments
separate  and  apart  from any of its own  funds and  general  assets  and shall
establish and maintain one or more Escrow Accounts,  in the form of time deposit
or demand  accounts.  The creation of any Escrow  Account  shall be evidenced by
Escrow Account Letter Agreement in the form of Exhibit 8.

      The  Interim  Servicer  shall  deposit in the Escrow  Account or  Accounts
within  24 hours  of  receipt,  and  retain  therein,  (i) all  Escrow  Payments
collected on account of the Mortgage Loans,  for the purpose of effecting timely
payment of any such items as  required  under the terms of this  Agreement,  and
(ii) all Insurance Proceeds which are to be applied to the restoration or repair
of any Mortgaged Property. The Interim Servicer shall make withdrawals therefrom
only to effect such payments as are required under this Agreement,  and for such
other purposes as shall be as set forth or in accordance with Subsection  11.08.
The Interim  Servicer  shall be entitled  to retain any  interest  paid on funds
deposited  in the  Escrow  Account  by the  depository  institution  other  than
interest on escrowed  funds  required by law to be paid to the Mortgagor and, to
the extent required by law, the Interim  Servicer shall pay interest on escrowed
funds to the Mortgagor  notwithstanding  that the Escrow Account is non-interest
bearing or that interest paid thereon is insufficient for such purposes.


                                  Exhibit 9-5
<PAGE>

      Subsection 11.07 Permitted Withdrawals From Escrow Account.

      Withdrawals  from the Escrow  Account may be made by the Interim  Servicer
(i) to effect timely payments of ground rents, taxes, assessments,  water rates,
hazard insurance  premiums and comparable  items,  (ii) to reimburse the Interim
Servicer for any Servicing  Advance made by the Interim Servicer with respect to
a related  Mortgage Loan but only from amounts  received on the related Mortgage
Loan which represent late payments or collections of Escrow Payments thereunder,
(iii) to refund to the  Mortgagor any funds as may be determined to be overages,
(iv) for transfer to the Custodial  Account in accordance with the terms of this
Agreement,  (v) for  application  to  restoration  or  repair  of the  Mortgaged
Property, (vi) to pay to the Interim Servicer, or to the Mortgagor to the extent
required by law, any interest paid on the funds deposited in the Escrow Account,
or (vii) to clear and terminate the Escrow  Account on the  termination  of this
Agreement.

      Subsection 11.08 Payment of Taxes, Insurance and Other Charges.

      With respect to each Mortgage  Loan,  the Interim  Servicer shall maintain
accurate  records  reflecting  the status of ground rents,  taxes,  assessments,
water rates and other  charges which are or may become a lien upon the Mortgaged
Property and the status of fire and hazard insurance  coverage and shall obtain,
from  time to  time,  all  bills  for the  payment  of such  charges,  including
insurance  renewal  premiums  and  shall  effect  payment  thereof  prior to the
applicable  penalty or termination  date and at a time  appropriate for securing
maximum  discounts  allowable,  employing  for  such  purpose  deposits  of  the
Mortgagor in the Escrow Account which shall have been estimated and  accumulated
by the Interim  Servicer in amounts  sufficient  for such  purposes,  as allowed
under the terms of the  Mortgage  and  applicable  law.  To the extent  that the
Mortgage  does not  provide for Escrow  Payments,  the  Interim  Servicer  shall
determine  that any such  payments  are made by the  Mortgagor  at the time they
first  become due. The Interim  Servicer  assumes  full  responsibility  for the
timely  payment of all such bills and shall effect  timely  payments of all such
bills  irrespective  of the Mortgagor's  faithful  performance in the payment of
same or the making of the Escrow  Payments and shall make  advances from its own
funds to effect such payments.

      Upon the  termination of the Interim  Servicing  Period or the transfer of
servicing  with respect to any  Mortgage  Loan,  the  successor  servicer  shall
reimburse  the  Interim  Servicer  for amounts  the  Interim  Servicer  actually
expended as interim  servicer  pursuant to this  Agreement for which the Interim
Servicer  would have  otherwise  been entitled to be reimbursed  and which would
otherwise have been recovered by the Interim Servicer pursuant to this Agreement
but for the appointment of the successor servicer.

      Subsection 11.09 Transfer of Accounts.

      The Interim  Servicer  may transfer  the  Custodial  Account or the Escrow
Account to a different  depository  institution from time to time. Such transfer
shall be made only upon  obtaining the consent of the  Purchaser,  which consent
shall not be  unreasonably  withheld.  In any case,  the  Custodial  Account and
Escrow Account shall be Eligible Accounts.


                                  Exhibit 9-6
<PAGE>

      Subsection 11.10 Maintenance of Hazard Insurance.

      The Interim  Servicer  shall cause to be maintained for each Mortgage Loan
fire and hazard  insurance  with  extended  coverage as is customary in the area
where the Mortgaged  Property is located in an amount which is at least equal to
the lesser of (i) the amount  necessary  to fully  compensate  for any damage or
loss to the improvements which are a part of such property on a replacement cost
basis or (ii) the  outstanding  principal  balance of the Mortgage Loan, in each
case in an amount  not less than such  amount as is  necessary  to  prevent  the
Mortgagor  and/or the Mortgagee  from  becoming a  co-insurer.  If the Mortgaged
Property  is in an area  identified  on a Flood  Hazard  Boundary  Map or  Flood
Insurance  Rate Map issued by the Flood  Emergency  Management  Agency as having
special flood  hazards and such flood  insurance  has been made  available,  the
Interim  Servicer will cause to be maintained a flood  insurance  policy meeting
the   requirements   of  the  current   guidelines  of  the  Federal   Insurance
Administration  with a  generally  acceptable  insurance  carrier,  in an amount
representing  coverage not less than the lesser of (i) the outstanding principal
balance of the Mortgage  Loan or (ii) the maximum  amount of insurance  which is
available  under the National Flood  Insurance Act of 1968 or the Flood Disaster
Protection Act of 1973, as amended.  The Interim Servicer also shall maintain on
any REO Property,  fire and hazard insurance with extended coverage in an amount
which is at least equal to the lesser of (i) the maximum  insurable value of the
improvements  which  are a part  of  such  property  and  (ii)  either  (A)  the
outstanding principal balance of the related Mortgage Loan at the time it became
an REO Property plus accrued interest at the Mortgage  Interest Rate and related
Servicing  Advances  with respect to each First Lien  Mortgage  Loan or (B) with
respect to each Second Lien Mortgage Loan, the sum of the outstanding  principal
balance of the First Lien Mortgage Loan and the outstanding principal balance of
the Second Lien  Mortgage  Loan plus accrued  interest at the Mortgage  Interest
Rate and related  Servicing  Advances,  liability  insurance  and, to the extent
required and  available  under the National  Flood  Insurance Act of 1968 or the
Flood Disaster Protection Act of 1973, as amended,  flood insurance in an amount
as provided above.  Pursuant to Subsection  11.04, any amounts  collected by the
Interim  Servicer  under any such policies other than amounts to be deposited in
the Escrow  Account and applied to the  restoration  or repair of the  Mortgaged
Property or REO Property,  or released to the  Mortgagor in accordance  with the
Interim  Servicer's  normal  servicing  procedures,  shall be  deposited  in the
Custodial Account.  Any cost incurred by the Interim Servicer in maintaining any
such insurance  shall not, for the purpose of calculating  distributions  to the
Purchaser,  be added to the unpaid  principal  balance of the  related  Mortgage
Loan,  notwithstanding  that the terms of such  Mortgage  Loan so permit.  It is
understood and agreed that no earthquake or other  additional  insurance need be
required by the Interim  Servicer of the  Mortgagor  or  maintained  on property
acquired in respect of the Mortgage Loan, other than pursuant to such applicable
laws and  regulations as shall at any time be in force and as shall require such
additional  insurance.  All  such  policies  shall  be  endorsed  with  standard
mortgagee clauses with loss payable to the Interim Servicer,  or upon request to
the  Purchaser,  and shall provide for at least thirty days prior written notice
of any cancellation, reduction in the amount of, or material change in, coverage
to the Interim  Servicer.  The Interim  Servicer  shall not  interfere  with the
Mortgagor's  freedom  of choice in  selecting  either his  insurance  carrier or
agent,  provided,  however,  that the Interim Servicer shall not accept any such
insurance  policies from insurance  companies  unless such


                                  Exhibit 9-7
<PAGE>

companies  currently reflect a General Policy Rating of A:VI or better in Best's
Key Rating  Guide and are  licensed  to do  business  in the state  wherein  the
property subject to the policy is located.

      Subsection 11.11 Maintenance of Mortgage Impairment Insurance Policy.

      In the event  that the  Interim  Servicer  shall  obtain  and  maintain  a
mortgage  impairment  or blanket  policy  issued by an  insurer  that has a Best
rating of A:VI insuring  against  hazard  losses on all of Mortgaged  Properties
securing the Mortgage Loans,  then, to the extent such policy provides  coverage
in an amount  equal to the amount  required  pursuant  to  Subsection  11.10 and
otherwise  complies with all other requirements of Subsection 11.10, the Interim
Servicer shall  conclusively  be deemed to have satisfied its obligations as set
forth in Subsection  11.10, it being  understood and agreed that such policy may
contain a deductible  clause,  in which case the Interim  Servicer shall, in the
event  that  there  shall  not have been  maintained  on the  related  Mortgaged
Property or REO Property a policy  complying with  Subsection  11.10,  and there
shall have been one or more losses which would have been covered by such policy,
deposit in the  Custodial  Account the amount not  otherwise  payable  under the
blanket  policy  because  of such  deductible  clause.  In  connection  with its
activities as servicer of the Mortgage  Loans,  the Interim  Servicer  agrees to
prepare and present,  on behalf of the Purchaser,  claims under any such blanket
policy in a timely  fashion in  accordance  with the terms of such policy.  Upon
request of the  Purchaser,  the Interim  Servicer shall cause to be delivered to
the  Purchaser  a certified  true copy of such  policy and a statement  from the
insurer  thereunder  that  such  policy  shall  in no  event  be  terminated  or
materially modified without thirty days prior written notice to the Purchaser.

      Subsection 11.12 Fidelity Bond, Errors and Omissions Insurance.

      The  Interim  Servicer  shall  maintain,  at its own  expense,  a  blanket
fidelity bond and an errors and omissions  insurance policy, with broad coverage
with  responsible  companies that would meet the  requirements  of Fannie Mae or
Freddie Mac on all officers,  employees or other persons  acting in any capacity
with regard to the Mortgage Loans to handle funds,  money,  documents and papers
relating to the  Mortgage  Loans.  The  fidelity  bond and errors and  omissions
insurance shall be in the form of the Mortgage  Banker's  Blanket Bond and shall
protect and insure the  Interim  Servicer  against  losses,  including  forgery,
theft,  embezzlement,  fraud,  errors and omissions  and negligent  acts of such
persons.  Such fidelity bond shall also protect and insure the Interim  Servicer
against losses in connection with the failure to maintain any insurance policies
required  pursuant  to this  Agreement  and the  release  or  satisfaction  of a
Mortgage  Loan  without  having  obtained  payment  in full of the  indebtedness
secured  thereby.  No provision of this Subsection  11.12 requiring the fidelity
bond and errors and omissions  insurance  shall  diminish or relieve the Interim
Servicer from its duties and  obligations  as set forth in this  Agreement.  The
minimum  coverage  under any such bond and  insurance  policy  shall be at least
equal to the  corresponding  amounts  required  by Fannie  Mae in the Fannie Mae
Servicing  Guide or by Freddie Mac in the Freddie  Mac  Interim  Servicers'  and
Servicers'  Guide.  Upon request of the  Purchaser,  the Interim  Servicer shall
cause to be  delivered  to the  Purchaser a certified  true copy of the fidelity
bond and insurance  policy and a statement  from the surety and the insurer that
such  fidelity  bond or  insurance  policy  shall in no event be  terminated  or
materially modified without thirty days' prior written notice to the Purchaser.


                                  Exhibit 9-8
<PAGE>

      Subsection 11.13 Title, Management and Disposition of REO Property.

      In the  event  that  title  to  the  Mortgaged  Property  is  acquired  in
foreclosure or by deed in lieu of  foreclosure,  the deed or certificate of sale
shall be taken in the name of the person designated by the Purchaser,  or in the
event such person is not  authorized or permitted to hold title to real property
in the state where the REO Property is located,  or would be adversely  affected
under the "doing  business" or tax laws of such state by so holding  title,  the
deed or certificate of sale shall be taken in the name of such Person or Persons
as shall be  consistent  with an  opinion  of counsel  obtained  by the  Interim
Servicer  from an attorney  duly licensed to practice law in the state where the
REO Property is located. Any Person or Persons holding such title other than the
Purchaser shall  acknowledge in writing that such title is being held as nominee
for the benefit of the Purchaser.

      The Interim  Servicer  shall either itself or through an agent selected by
the Interim Servicer,  manage,  conserve,  protect and operate each REO Property
(and  may  temporarily  rent  the  same) in the  same  manner  that it  manages,
conserves,  protects and operates other foreclosed property for its own account,
and in the same manner  that  similar  property in the same  locality as the REO
Property is managed.  The Interim  Servicer  shall cause each REO Property to be
inspected  promptly upon the  acquisition  of title thereto and shall cause each
REO Property to be inspected at least annually thereafter.  The Interim Servicer
shall make or cause to be made a written  report of each such  inspection.  Such
reports  shall be  retained in the  Mortgage  File and copies  thereof  shall be
forwarded by the Interim  Servicer to the Purchaser.  The Interim Servicer shall
use its best  efforts to dispose of the REO  Property  as soon as  possible  and
shall sell such REO  Property in any event  within one year after title has been
taken to such REO Property,  unless the Interim Servicer  determines,  and gives
appropriate  notice to the Purchaser,  that a longer period is necessary for the
orderly  liquidation  of such REO Property.  If a period longer than one year is
necessary  to sell any REO  property,  (i) the  Interim  Servicer  shall  report
monthly to the  Purchaser  as to the  progress  being  made in selling  such REO
Property  and (ii) if, with the  written  consent of the  Purchaser,  a purchase
money  mortgage  is taken in  connection  with such sale,  such  purchase  money
mortgage shall name the Interim Servicer as mortgagee,  and a separate servicing
agreement  between the Interim  Servicer and the Purchaser shall be entered into
with respect to such purchase money mortgage.

      The Interim Servicer shall deposit or cause to be deposited, within twenty
four (24) hours of receipt,  in the Custodial Account all revenues received with
respect to the related REO Property and shall  advance  funds  necessary for the
proper operation,  management and maintenance of the REO Property, including the
cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and
the fees of any  managing  agent acting on behalf of the Interim  Servicer.  The
Purchaser shall  reimburse any such advance  pursuant to Subsection  11.05.  The
Interim Servicer shall separately  account for each REO Property and any amounts
received with respect thereto.

      The Interim  Servicer  shall  furnish to the  Purchaser  on the  fifteenth
calendar day of each month or the next following  Business Day if such fifteenth
day is not a Business Day, an operating statement for each REO Property covering
the  operation  of each REO  Property for the  previous  month.  Such  operating
statement shall be accompanied by such other  information as the Purchaser shall
reasonably request.


                                  Exhibit 9-9
<PAGE>

      Each REO Disposition  shall be carried out by the Interim Servicer at such
price and upon such terms and conditions as the Interim  Servicer deems to be in
the best  interest of the Purchaser  only with the prior written  consent of the
Purchaser.  If as of the date  title to any REO  Property  was  acquired  by the
Interim Servicer there were  outstanding  unreimbursed  Servicing  Advances with
respect to the REO Property,  the Interim  Servicer,  upon an REO Disposition of
such  REO  Property,   shall  be  entitled  to  reimbursement  for  any  related
unreimbursed  Servicing  Advances from proceeds received in connection with such
REO Disposition. The proceeds from the REO Disposition shall be deposited in the
Custodial  Account  within twenty four hours of receipt and the Purchaser  shall
thereafter  reimburse  such  unreimbursed  Servicing  Advances  to  the  Interim
Servicer.

      Subsection 11.14 [Reserved]

      Subsection 11.15 Remittance Reports.

      No  later  than  the  fifteenth  calendar  day of each  month  or the next
following  Business  Day if such 15th  calendar  day is not a Business  Day, the
Interim  Servicer  shall  furnish to the Purchaser or its designee in electronic
form,  and by hard  copy,  the  monthly  data  for the  prior  month in form and
substance acceptable to the Purchaser, together with such other information with
respect  to the  Mortgage  Loans as the  Purchaser  may  reasonably  require  to
allocate  distributions made pursuant to this Agreement and provide  appropriate
statements with respect to such  distributions.

      Subsection 11.16 Statements to the Purchaser.

      Upon request of the  Purchaser,  and not later than the  fifteenth  day of
each month,  the Interim Servicer shall forward to the Purchaser or its designee
a statement  prepared by the Interim  Servicer  setting  forth the status of the
Custodial Account as of the close of business on such date and showing,  for the
period  covered by such  statement,  the  aggregate  amount of deposits into the
Custodial Account of each category of deposit specified in Subsection 11.04.

      Subsection 11.17 Real Estate Owned Reports.

      Together with the statement  furnished  pursuant to Subsection 11.02, with
respect to any REO Property, the Interim Servicer shall furnish to the Purchaser
a statement  covering the Interim Servicer's efforts in connection with the sale
of such REO Property and any rental of such REO Property  incidental to the sale
thereof for the previous  month,  together  with the operating  statement.  Such
statement shall be accompanied by such other  information as the Purchaser shall
reasonably request.

      Subsection 11.18 Liquidation Reports.

      Upon the  foreclosure  sale of any Mortgaged  Property or the  acquisition
thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure,  the Interim
Servicer shall submit to the Purchaser a liquidation report with respect to such
Mortgaged Property.


                                  Exhibit 9-10
<PAGE>

      Subsection 11.19 Assumption Agreements.

      The  Interim  Servicer  shall,  to  the  extent  it has  knowledge  of any
conveyance or prospective  conveyance by any Mortgagor of the Mortgaged Property
(whether by absolute  conveyance or by contract of sale,  and whether or not the
Mortgagor  remains or is to remain  liable  under the  Mortgage  Note and/or the
Mortgage),  exercise its rights to accelerate the maturity of such Mortgage Loan
under any "due-on-sale" clause applicable thereto;  provided,  however, that the
Interim  Servicer  shall not exercise any such rights if  prohibited by law from
doing  so. If the  Interim  Servicer  reasonably  believes  it is  unable  under
applicable law to enforce such "due-on-sale"  clause, the Interim Servicer shall
enter  into an  assumption  agreement  with the  person  to whom  the  Mortgaged
Property has been conveyed or is proposed to be conveyed, pursuant to which such
person  becomes  liable under the Mortgage Note and, to the extent  permitted by
applicable state law, the Mortgagor remains liable thereon.  Where an assumption
is allowed pursuant to this Subsection 11.01, the Interim Servicer is authorized
to enter into a substitution of liability  agreement with the person to whom the
Mortgaged  Property has been conveyed or is proposed to be conveyed  pursuant to
which the  original  Mortgagor  is released  from  liability  and such Person is
substituted as Mortgagor and becomes liable under the related Mortgage Note. Any
such  substitution  of  liability  agreement  shall be in lieu of an  assumption
agreement.

      In connection with any such  assumption or substitution of liability,  the
Interim  Servicer  shall follow the  underwriting  practices  and  procedures of
prudent mortgage lenders in the state in which the related Mortgaged Property is
located and  Accepted  Servicing  Practices.  With respect to an  assumption  or
substitution  of liability,  Mortgage  Interest  Rate, the amount of the Monthly
Payment,  and the final  maturity date of such Mortgage Note may not be changed.
The Interim  Servicer shall notify the Purchaser that any such  substitution  of
liability  or  assumption  agreement  has been  completed by  forwarding  to the
Purchaser  the original of any such  substitution  of  liability  or  assumption
agreement, which document shall be added to the related Mortgage File and shall,
for all purposes,  be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof.

      Notwithstanding  the foregoing  paragraphs of this Subsection or any other
provision of this Agreement,  the Interim  Servicer shall not be deemed to be in
default, breach or any other violation of its obligations hereunder by reason of
any  assumption of a Mortgage Loan by operation of law or any  assumption  which
the Interim  Servicer may be restricted by law from  preventing,  for any reason
whatsoever.  For purposes of this  Subsection  11.19,  the term  "assumption" is
deemed to also include a sale of the Mortgaged  Property subject to the Mortgage
that is not accompanied by an assumption or substitution of liability agreement.

      Subsection 11.20 Satisfaction of Mortgages and Release of Mortgage Files.

      Upon the  payment  in full of any  Mortgage  Loan,  or the  receipt by the
Interim  Servicer of a  notification  that payment in full will be escrowed in a
manner  customary for such purposes the Interim  Servicer will act in accordance
with  Accepted  Servicing  Practices.  In  addition,  upon  the  request  of the
Purchaser at any time,  the Interim  Servicer  shall notify the Purchaser of any
Mortgage

                                  Exhibit 9-11
<PAGE>

Loans  which  have  been paid in full or as to which the  Interim  Servicer  has
received  notification  that a payoff in full will be made.  Upon request by the
Interim  Servicer,  the Purchaser,  shall promptly  release the related mortgage
documents to the Interim  Servicer and the Interim  Servicer  shall  prepare and
process any satisfaction or release.  No expense incurred in connection with any
instrument of satisfaction  or deed of  reconveyance  shall be chargeable to the
Custodial Account or the Purchaser.

      In the event the Interim Servicer satisfies or releases a Mortgage without
having obtained payment in full of the  indebtedness  secured by the Mortgage or
should  it  otherwise  prejudice  any  right the  Purchaser  may have  under the
mortgage instruments,  the Interim Servicer, upon written demand, shall remit to
the Purchaser the then  outstanding  principal  balance of the related  Mortgage
Loan by deposit  thereof in the Custodial  Account.  The Interim  Servicer shall
maintain the fidelity bond insuring the Interim Servicer against any loss it may
sustain with respect to any Mortgage Loan not  satisfied in accordance  with the
procedures set forth herein.

      From time to time and as  appropriate  for the servicing or foreclosure of
the Mortgage Loan the Purchaser shall,  upon request of the Interim Servicer and
delivery to the Purchaser of a servicing receipt signed by a Servicing  Officer,
release the requested  portion of the Mortgage File held by the Purchaser to the
Interim Servicer.  Such servicing receipt shall obligate the Interim Servicer to
return the related Mortgage documents to the Purchaser when the need therefor by
the  Interim  Servicer  no longer  exists,  unless  the  Mortgage  Loan has been
liquidated and the Liquidation  Proceeds relating to the Mortgage Loan have been
deposited in the  Custodial  Account or the Mortgage  File or such  document has
been delivered to an attorney,  or to a public trustee or other public  official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged  Property either  judicially or
non-judicially,  and the  Interim  Servicer  has  delivered  to the  Purchaser a
certificate of a Servicing Officer  certifying as to the name and address of the
Person to which  such  Mortgage  File or such  document  was  delivered  and the
purpose  or  purposes  of such  delivery.  Upon  receipt of a  certificate  of a
Servicing Officer stating that such Mortgage Loan was liquidated,  the servicing
receipt shall be released by the Purchaser to the Interim Servicer.

            Subsection 11.21 Servicing Compensation.

            As compensation  for its services  hereunder,  the Interim  Servicer
shall be entitled to retain from  interest  payments on the  Mortgage  Loans the
amounts  provided for as the Interim  Servicing Fee for such calendar month. The
Interim  Servicer  shall  be  required  to pay all  expenses  incurred  by it in
connection with its servicing  activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided for.

            Subsection 11.22 Notification of Adjustments.

            On each  Adjustment  Date, the Interim  Servicer shall make interest
rate  adjustments  for each Adjustable Rate Mortgage Loan in compliance with the
requirements  of the related  Mortgage and Mortgage Note.  The Interim  Servicer
shall  execute and deliver the notices  required by each  Mortgage  and Mortgage
Note  regarding  interest  rate  adjustments.  The Interim  Servicer  also shall
provide  timely  notification  to the  Purchaser  of  all  applicable  data  and
information  regarding such


                                  Exhibit 9-12
<PAGE>

interest rate  adjustments  and the Interim  Servicer's  methods of implementing
such interest rate  adjustments.  Upon the discovery by the Interim  Servicer or
the Purchaser that the Interim Servicer has failed to adjust a Mortgage Interest
Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and
Mortgage,  the  Interim  Servicer  shall  immediately  deposit in the  Custodial
Account  from its own  funds the  amount of any  interest  loss  caused  thereby
without reimbursement therefor.

            Subsection 11.23 Statement as to Compliance.

            The Interim Servicer will deliver to the Purchaser not later than 90
days following the end of each fiscal year of the Interim Servicer,  which as of
the  Closing  Date ends on the last day in December in each  calendar  year,  an
Officers'  Certificate stating, as to each signatory thereof,  that (i) a review
of the  activities  of the Interim  Servicer  during the  preceding  year and of
performance under this Agreement has been made under such officers'  supervision
and (ii) to the best of such  officers'  knowledge,  based on such  review,  the
Interim  Servicer has  fulfilled  all of its  obligations  under this  Agreement
throughout  such year, or, if there has been a default in the fulfillment of any
such  obligation,  specifying  each such  default  known to such officer and the
nature and status  thereof.  Copies of such  statement  shall be provided by the
Purchaser to any Person  identified as a  prospective  purchaser of the Mortgage
Loans.

            Subsection 11.24 Independent Public Accountants' Servicing Report.

            Not later than 90 days  following the end of each fiscal year of the
Interim  Servicer,  the Interim  Servicer  at its expense  shall cause a firm of
independent  public  accountants  (which may also render  other  services to the
Interim  Servicer)  which is a member of the  American  Institute  of  Certified
Public  Accountants  to furnish a statement to the  Purchaser or its designee to
the effect that such firm has examined certain documents and records relating to
the servicing of the Mortgage  Loans under this  Agreement or of mortgage  loans
under pooling and servicing  agreements  (including  the Mortgage Loans and this
Agreement) substantially similar one to another (such statement to have attached
thereto a schedule  setting forth the pooling and servicing  agreements  covered
thereby) and that, on the basis of such examination  conducted  substantially in
compliance  with the Uniform Single  Attestation  Program for Mortgage  Bankers,
such firm confirms that such  servicing  has been  conducted in compliance  with
such pooling and servicing agreements except for such significant  exceptions or
errors in  records  that,  in the  opinion  of such  firm,  the  Uniform  Single
Attestation  Program for Mortgage Bankers requires it to report.  Copies of such
statement  shall be  provided by the  Purchaser  to any Person  identified  as a
prospective purchaser of the Mortgage Loans.

            Subsection 11.25 Access to Certain Documentation.

            The  Interim   Servicer  shall  provide  to  the  Office  of  Thrift
Supervision,  the FDIC and any  other  federal  or state  banking  or  insurance
regulatory  authority that may exercise  authority over the Purchaser  access to
the documentation  regarding the Mortgage Loans serviced by the Interim Servicer
required by  applicable  laws and  regulations.  Such  access  shall be afforded
without  charge,  but only upon  reasonable  request and during normal  business
hours at the  offices  of the  Interim


                                  Exhibit 9-13
<PAGE>

Servicer.  In  addition,  access  to the
documentation will be provided to the Purchaser and any Person identified to the
Interim Servicer by the Purchaser without charge, upon reasonable request during
normal business hours at the offices of the Interim Servicer.

            Subsection  11.26  Reports  and  Returns  to  be  Filed  by  Interim
Servicer.

            The Interim  Servicer  shall comply with Code rules and  regulations
and other  applicable  laws and prepare and report  information,  statements  or
other filings required to be delivered to any  governmental  taxing authority or
to any  Purchaser  pursuant to any  applicable  law with respect to the Mortgage
Loans and the  transactions  contemplated  hereby in  accordance  with  Accepted
Servicing  Practices.  In  addition,  the  Interim  Servicer  shall  provide the
Purchaser  with such  information  concerning the Mortgage Loans as is necessary
for the Purchaser to prepare its federal  income tax return as any Purchaser may
reasonably request from time to time.

            In  accordance  with  Accepted  Servicing  Practices,   the  Interim
Servicer shall file information  reports with respect to the receipt of mortgage
interest  received  in  a  trade  or  business,   reports  of  foreclosures  and
abandonments  of any  Mortgaged  Property and  information  returns  relating to
cancellation of indebtedness income with respect to any Mortgaged Property.


                                  Exhibit 9-14
<PAGE>

                                   EXHIBIT 10

                              FORM OF CONFIRMATION


                   Greenwich Capital Financial Products, Inc.
                               600 Steamboat Road
                          Greenwich, Connecticut 06830

                                                              ____ __, 1999

ContiFinancial Corporation
277 Park Avenue
New York, New York 10172

Attention:        _____________

               Re: Purchase of Fixed and Adjustable Rate Mortgage
                   Loans by Greenwich Capital Financial Products, Inc.

Ladies and Gentlemen:

            Greenwich  Capital Financial  Products,  Inc.  ("Greenwich")  hereby
confirms our agreement to purchase and your  agreement to sell,  pursuant to the
terms of that certain Master Mortgage Loan Purchase  Facility dated as August 9,
1999 among Contimortgage  Corporation,  you and Greenwich (the "Agreement") on a
mandatory  delivery basis, and without recourse (subject to the express terms of
the  Agreement),  the fixed and  adjustable  rate mortgage  loans  identified on
Exhibit A hereto (the  "Mortgage  Loans") having an aggregate  unpaid  principal
balance as of the  Settlement  Date (herein  defined) of  $_____________,  after
application of principal payments made or due, and whether or not collected,  on
or before the Settlement  Date. The settlement  will occur on or before ____ __,
199_ (the "Settlement  Date") and the Cut-off Date shall be _____ __ , 199_ (the
"Cut-off Date").  The terms and provisions of the agreement for the purchase and
sale of the Mortgage Loans are as described below.

            1. Terms of this Commitment:  The Mortgage Loans are to be sold in a
whole loan format on a  servicing-released  basis. At the option of and pursuant
to criteria established by Greenwich, the Mortgage Loans may be divided into two
or more groups (each group individually, a "Loan Package") and in such event the
purchase  and  sale of  each  Loan  Package  will be  separately  documented  if
requested by Greenwich.  At your  expense,  and as a condition to the closing on
the Settlement Date, the original mortgage notes properly  endorsed,  mortgages,
modification,  extension and/or assumption agreements,  assignments of mortgage,
intervening  assignments  of  mortgage,  title  insurance  policies and mortgage
insurance policies shall be delivered to Manufacturers and Traders Trust Company
(the "Custodian"), at least three (3) business days prior to the Settlement Date
("Delivery Date").

<PAGE>

            2. The Mortgage  Loans:  On the Settlement  Date, the Mortgage Loans
shall have a weighted average gross coupon of _________%,  and shall comply with
the  characteristics  described  on Exhibit B hereto and in this  Section 2. The
Mortgage  Loans  will be fixed  and  adjustable  rate  mortgage  loans,  payable
monthly.

            As of the Closing  Date the  Mortgage  Loans  shall  comply with the
terms and conditions of the Agreement.

            3.  Servicing of the  Mortgage  Loans:  The  Mortgage  Loans will be
interim  serviced  by you in  accordance  with the terms and  provisions  of the
Agreement.

            4. Purchase  Price:  The purchase price for the Mortgage Loans shall
be [as  set  forth  in the  Agreement][as  set  forth  in the  attached  pricing
schedule].

            5. Underwriting;  Review of the Mortgage Loan Files: With respect to
each Mortgage  Loan,  you shall make all documents and  instruments  relating to
each Mortgage Loan (the  "Mortgage  Files"),  available for review in accordance
with the terms of the Agreement.

            6. Original  Mortgage Loan Documents.  For the purpose of expediting
Greenwich's  review of the Mortgage Loan legal files,  prior to the Closing Date
you will  deliver to the  Custodian,  as bailee,  the original  mortgage  notes,
mortgages/deeds of trust,  Assignments,  title policies and other loan documents
(the "Loan Documents") required to be delivered pursuant to the Agreement and in
the form required pursuant to the Agreement. Greenwich is under no obligation to
purchase  any  Mortgage   Loan  for  which  there  is   incomplete   or  missing
documentation  material as to the  enforceability  of the  Mortgage  Loan.  Upon
payment of the purchase price, the Custodian shall release the Loan Documents to
Greenwich.  Subsequent to such release,  the Loan Documents shall be retained by
the Custodian for the benefit of Greenwich pursuant to the Custodial Agreement.

            7. Mandatory Delivery:  The sale and delivery of all of the Mortgage
Loans on the Settlement Date is mandatory,  it being specifically understood and
agreed that each Mortgage Loan is unique and identifiable on the date hereof and
that an award of money damages would be insufficient to compensate Greenwich for
the losses and damages incurred by Greenwich  (including  damages to prospective
purchasers  of the Mortgage  Loans) in the event of your failure to deliver each
of the Mortgage  Loans or one or more  Mortgage  Loans  otherwise  acceptable to
Greenwich on or before the Settlement Date.

            8. Intention of the Parties. It is the intention of the parties that
Greenwich is purchasing,  and you are selling, the Mortgage Loans and not a debt
instrument  of you or any other  security.  Accordingly,  each party  intends to
treat the  transaction  for federal  income tax purposes as a sale by you, and a
purchase by Greenwich,  of the Mortgage Loans and will be held  consistent  with
the  classification  of such arrangement as a grantor trust in the event that it
is not found to represent direct ownership of the related Mortgage Loans.  Prior
to the Closing Date, Greenwich shall have the right to review the Mortgage Loans
and the related Loan Documents to determine the  characteristics of the Mortgage
Loans  which will  affect the  federal  income  tax  consequences


                                  Exhibit 10-2
<PAGE>

of owning the Mortgage Loans.  You shall cooperate with all reasonable  requests
made by Greenwich in the course of such review.

            This letter and the Agreement contains the entire agreement relating
to the subject matter hereof between us and supersedes any prior oral or written
agreement  between  us.  This  letter may only be amended by a written  document
signed by both of us.  This letter  shall  become  part of the  Agreement.  This
letter shall be governed in  accordance  with the laws of the state of New York,
without regard to conflict of laws rules.

<PAGE>

            Please  confirm  that  the  foregoing  specifies  the  terms  of our
agreement by signing and  returning the enclosed copy of this letter by ____ __,
199__ to  Greenwich  Capital  Financial  Products,  Inc.,  600  Steamboat  Road,
Greenwich,  Connecticut 06830, Attention:  Anthony Palmisano.  Greenwich, at its
option,  may  terminate  this  transaction  and have no further  obligations  in
connection  with  the  transaction  herein  described  if  you  have  failed  to
acknowledge this agreement by such date.

                                    Very truly yours,

                                    GREENWICH CAPITAL FINANCIAL PRODUCTS,
                                    INC.


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________


Confirmed and Agreed to:

CONTIFINANCIAL CORPORATION


By:___________________________
Name:_________________________
Title:________________________


By:___________________________
Name:_________________________
Title:________________________

<PAGE>

                                    EXHIBIT A

                             Mortgage Loan Schedule

<PAGE>

                                    EXHIBIT B

                          Mortgage Loan Characteristics

<PAGE>

                                   EXHIBIT 11

                            BUY-UP/BUY-DOWN SCHEDULE

<PAGE>

                                   EXHIBIT 12

                             UNDERWRITING GUIDELINES

<PAGE>

                                   EXHIBIT 13

                  MODIFICATIONS TO UNDERWRITING GUIDELINES

1.    No loans to  facilitate  REO or to rewrite loans  delinquent  more than 60
      days.

2.    Homes listed for sale are not eligible for refinancing transactions.

3.    Property conditions must be average or better as reported by the appraiser
      or as observable from photos in file.

4.    No mixed use after 8/31/99.

5.    Retention  Loans must meet  Underwriting  Guidelines (as modified)  except
      that the appraisal may be up to 18 months old.

6.    Purchase  money  transactions  require  verification  of  downpayment  and
      verification of source.

7.    No escrow holdbacks for completion or repair of property.

8.    If the proposed  mortgagor owns the property  under a land  contract,  the
      appraised  value used to compute the LTV for the proposed  loan may not be
      higher than the mortgagor's land contract  purchase price unless it can be
      demonstrated (via utility or tax invoices or otherwise) that the mortgagor
      has owned the property for at least 12 months.

9.    If credit is to be given for  mortgagor  payments  under a lease option or
      land contract,  the payments must be  independently  verified via a source
      other  than the  lessor  or the  seller  under  the land  contract  (e.g.,
      cancelled checks).


                                  Exhibit 13-1
<PAGE>

                                   EXHIBIT 14

                         REPRESENTATIONS AND WARRANTIES

      (i) The information with respect to each Mortgage Loan and the information
set forth in the related  Mortgage  Loans Schedule is true and correct as of the
Cut-off Date;

      (ii) The Mortgage Note,  the Mortgage,  the Assignment of Mortgage and any
other  documents  required to be delivered  with respect to each  Mortgage  Loan
pursuant to the Custodial Agreement, have been delivered to the Custodian all in
compliance  with the specific  requirements  of the  Custodial  Agreement.  With
respect  to each  Mortgage  Loan,  the  Seller is in  possession  of a  complete
Mortgage  File in compliance  with Exhibit 5, except for such  documents as have
been  delivered to the Custodian and except for the  Servicing  File,  which has
been delivered to the Interim Servicer;

      (iii) Each Mortgage Loan is an Eligible Mortgage Loan or an Exception Loan
within the applicable Exception Limit;

      (iv) Each Mortgaged Property is improved by a Residential Dwelling. 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;

      (v) No Second Lien  Mortgage  Loan had a CLTV at  origination  equal to or
greater than 95%. No Mortgage Loan had a combined LTV  (including  the amount of
all liens senior to or subordinate to the lien of the related  Mortgage) greater
than 100%;

      (vi) Each  Mortgage  Note with respect to the Mortgage  Loans will provide
for a schedule  of  substantially  level and equal  Monthly  Payments  which are
sufficient to amortize  fully the principal  balance of such Mortgage Note on or
before its maturity  date.  Unless  stated on the  Mortgage  Loan  Schedule,  no
Mortgage Loan has a balloon payment feature;

      (vii) As of the Closing  Date,  each  Mortgage  is a valid and  subsisting
first lien on the Mortgaged Property with respect to each Mortgage Loan which is
indicated  to be a  First  Lien  (as  reflected  on the  related  Mortgage  Loan
Schedule) or second lien on the Mortgaged Property with respect to each Mortgage
Loan which is indicated to be a Second Lien  Mortgage  Loan (as reflected on the
related  Mortgage Loan  Schedule) and subject in all cases to the  exceptions to
title set forth in the title  insurance  policy or  attorney's  opinion of title
with  respect to the related  Mortgage  Loan,  which  exceptions  are  generally
acceptable to banking  institutions  in connection  with their regular  mortgage
lending  activities,  and such other exceptions to which similar  properties are
commonly subject and which do not individually, or in the aggregate,  materially
and  adversely  affect the benefits of the  security  intended to be provided by
such Mortgage;

<PAGE>

      (viii)  Immediately  prior to the transfer and  assignment of the Mortgage
Loans,  the Seller held good and  indefeasible  title to, and was the sole owner
of, each Mortgage Loan  (including  the related  Mortgage Note) conveyed by such
Seller subject to no liens, charges, mortgages, encumbrances or rights of others
except  as set forth in  clause  (vii) or other  liens  which  will be  released
simultaneously  with such  transfer and  assignment;  and  immediately  upon the
transfer and assignment  herein  contemplated,  the Purchaser will hold good and
indefeasible  title to, and be the sole owner of, each  Mortgage Loan subject to
no liens,  charges,  mortgages,  encumbrances  or rights of others except as set
forth in  paragraph  (vii) or other liens which will be released  simultaneously
with such transfer and assignment;

      (ix) No payment  required to be made on the Mortgage  Loan is more than 29
days delinquent from its contractual Due Date as of the close of business on the
related Closing Date; the Seller has not advanced  funds, or induced,  solicited
or knowingly  received any advance of funds from a party other than the owner of
the related Mortgaged Property,  directly or indirectly,  for the payment of any
amount  required  by the  Mortgage  Note or  Mortgage;  such  Mortgage  Loan was
originated no later than 60 days prior to the related  Closing  Date;  and there
has been no delinquency, exclusive of any period of grace, in any payment by the
Mortgagor thereunder since origination;

      (x)  There  is no  delinquent  tax or  assessment  lien  on any  Mortgaged
Property,  and each Mortgaged  Property is free of substantial  damage and is in
good repair;

      (xi) There is no valid and enforceable offset,  defense or counterclaim to
any Mortgage Note or Mortgage, including the obligation of the related Mortgagor
to pay the unpaid principal of or interest on such Mortgage Note;

      (xii)  There is no  mechanics'  lien or claim for work,  labor or material
affecting  any Mortgaged  Property  which is or may be a lien prior to, or equal
with, the lien of the related Mortgage except those which are insured against by
any title insurance policy referred to in paragraph (xiv) below;

      (xiii) Each Mortgage Loan at the time it was made complied in all material
respects  with  applicable  state and federal laws and  regulations,  including,
without  limitation,   the  federal  Truth-in-Lending  Act  and  other  consumer
protection laws, usury, equal credit opportunity, disclosure and recording laws;

      (xiv) With respect to each Mortgage Loan either (a) an attorney's  opinion
of title has been  obtained  but no title  policy  has been  obtained,  or (b) a
lender's  title  insurance  policy,  issued  in  standard  American  Land  Title
Association form by a title insurance company authorized to transact business in
the state in which the related Mortgaged  Property is situated,  in an amount at
least  equal  to the  original  balance  of such  Mortgage  Loan,  insuring  the
mortgagee's  interest  under the related  Mortgage Loan as the holder of a valid
first or second  mortgage lien of record on the real  property  described in the
related  Mortgage,  subject only to exceptions  of the character  referred to in
paragraph  (vii) above,  was  effective on the date of the  origination  of such
Mortgage Loan,  and, as of the Closing Date, such policy is valid and thereafter
such policy shall continue in full force and effect;

<PAGE>

      (xv) The improvements upon each Mortgaged  Property are covered by a valid
and existing hazard  insurance policy with a generally  acceptable  carrier that
provides for fire and extended coverage  representing coverage not less than the
least of (A) the  outstanding  principal  balance of the related  Mortgage  Loan
(together,  in the case of a Second Lien  Mortgage  Loan,  with the  outstanding
principal  balance of the Senior  Lien),  (B) the  minimum  amount  required  to
compensate  for  damage  or loss on a  replacement  cost  basis  or (C) the full
insurable value of the Mortgaged Property;

      (xvi) If any  Mortgaged  Property is in an area  identified in the Federal
Register by the Federal  Emergency  Management  Agency as having  special  flood
hazards,  a flood  insurance  policy in a form meeting the  requirements  of the
current  guidelines  of the Flood  Insurance  Administration  is in effect  with
respect to such  Mortgaged  Property with a generally  acceptable  carrier in an
amount  representing  coverage  not less than the  least of (A) the  outstanding
principal  balance of the  related  Mortgage  Loan  (together,  in the case of a
Second Lien Mortgage Loan, with the outstanding  principal balance of the Senior
Lien),  (B) the minimum  amount  required to compensate  for damage or loss on a
replacement  cost basis or (C) the maximum amount of insurance that is available
under the Flood Disaster Protection Act of 1973;

      (xvii) Each  Mortgage  and Mortgage  Note is the legal,  valid and binding
obligation of the maker thereof and is enforceable in accordance with its terms,
except  only as such  enforcement  may be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors'  rights  generally  and by  general  principles  of  equity  (whether
considered  in a proceeding  or action in equity or at law),  and all parties to
each Mortgage Loan had full legal capacity to execute all documents  relating to
such Mortgage Loan and convey the estate therein purported to be conveyed;

      (xviii) The Seller has caused and will cause to be  performed  any and all
acts  required  to be  performed  to  preserve  the rights and  remedies  of the
Purchaser in any insurance policies  applicable to any Mortgage Loans including,
without  limitation,  any necessary  notifications  of insurers,  assignments of
policies or interests  therein,  and  establishments  of co-insured,  joint loss
payee and mortgagee rights in favor of the Purchaser;

      (xix) As of the Closing Date,  no more than 1.0% of the  aggregate  Stated
Principal Balance of the Mortgage Loans will be secured by Mortgaged  Properties
located within any single zip code area;

      (xx) Each  original  Mortgage  was  recorded or is in the process of being
recorded,  and all  subsequent  assignments  of the original  Mortgage have been
delivered for recordation or have been recorded in the appropriate jurisdictions
wherein  such  recordation  is  necessary to perfect the lien thereof as against
creditors of or purchasers from the Seller delivering the related Mortgage Loan;

      (xxi)  The terms of each  Mortgage  Note and each  Mortgage  have not been
impaired,  altered or modified in any  respect,  except by a written  instrument
which has been  recorded,  if  necessary,  to maintain the lien  priority of the
Mortgage,  and which have been delivered to the Custodian;

<PAGE>

the substance of any such waiver, alteration or modification 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,  which  assumption
agreement  has been  delivered  to the  Custodian  and the  terms  of which  are
reflected in the related Mortgage Loan Schedule;

      (xxii) The proceeds of each Mortgage Loan have been fully  disbursed,  and
there is no  obligation  on the part of the  mortgagee  to make future  advances
thereunder.  Any and all requirements as to completion of any onsite or off-site
improvements  and as to  disbursements  of any escrow funds  therefor  have been
complied  with.  All costs,  fees and expenses  incurred in making or closing or
recording such Mortgage Loans were paid;

      (xxiii) The related  Mortgage  Note is not and has not been secured by any
collateral,   pledged   account  or  other  security  except  the  lien  of  the
corresponding Mortgage;

      (xxiv) No Mortgage Loan was originated under a buydown plan;

      (xxv)  No  Mortgage  Loan  has a  shared  appreciation  feature,  or other
contingent interest feature;

      (xxvi) Each Mortgaged  Property is located in the state  identified in the
respective  Schedule of Mortgage  Loans and  consists of one or more  parcels of
real property with a residential dwelling erected thereon;

      (xxvii) Each  Mortgage  contains a provision for the  acceleration  of the
payment of the unpaid  principal  balance of the  related  Mortgage  Loan in the
event the related  Mortgaged  Property is sold without the prior  consent of the
mortgagee thereunder;

      (xxviii) Any  advances  made after the date of  origination  of a Mortgage
Loan but prior to the Cut-off Date have been  consolidated  with the outstanding
principal  amount  secured by the related  Mortgage,  and the secured  principal
amount, as consolidated,  bears a single interest rate and single repayment term
reflected  on the  respective  Schedule  of  Mortgage  Loans.  The  consolidated
principal  amount does not exceed the original  principal  amount of the related
Mortgage  Loan.  No Mortgage Note permits or obligates the Seller to make future
advances to the related Mortgagor at the option of the Mortgagor;

      (xxix)  There is no  proceeding  pending  or  threatened  for the total or
partial  condemnation  of  any  Mortgaged  Property,  nor is  such a  proceeding
currently  occurring,  and each Mortgaged  Property is undamaged by waste, fire,
water, flood, earthquake or earth movement;

      (xxx) All of the  improvements  which were  included  for the  purposes of
determining the Appraised Value of any Mortgaged  Property lie wholly within the
boundaries and building  restriction  lines of such Mortgaged  Property,  and no
improvements  on adjoining  properties  encroach

<PAGE>

upon such Mortgaged Property, unless any such improvements and are stated in the
title insurance policy and affirmatively insured;

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

      (xxxii)  With respect to each  Mortgage  constituting  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 such Mortgage, and no fees or
expenses are or will become  payable by the  Purchaser to the trustee  under the
deed of trust,  except in connection  with a trustee's sale after default by the
related Mortgagor;

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

      (xxxiv) There is no default,  breach,  violation or event of  acceleration
existing  under any  Mortgage or the related  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.  With  respect to each  Mortgage  Loan which is  indicated to be a
Second Lien Mortgage Loan (as reflected on the related  Mortgage Loan  Schedule)
(i) the  Mortgage  Note is in full force and  effect,  (ii) there is no default,
breach,  violation or event of  acceleration  existing  under such Mortgage Note
mortgage or the related mortgage note, (iii) 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 thereunder, and
either (A) the Mortgage Note mortgage  contains a provision  which allows or (B)
applicable  law requires,  the mortgagee  under the second lien Mortgage Loan to
receive notice of, and affords such mortgagee an opportunity to cure any default
by payment in full or otherwise under the Mortgage Note mortgage;

      (xxxv) No  instrument of release or waiver has been executed in connection
with any Mortgage Loan, and no Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement which has been approved by the
primary mortgage guaranty  insurer,  if any, and which has been delivered to the
Purchaser;

<PAGE>

      (xxxvi) Each Mortgage  Loan was  originated  based upon a full  appraisal,
which included an interior  inspection of the subject  property and was made and
signed,  prior to the approval of the Mortgage Loan application,  by a qualified
appraiser,  duly  appointed by the  originator,  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.  Each appraisal of the Mortgage Loan was made in accordance  with
the relevant  provisions of the Financial  Institutions  Reform,  Recovery,  and
Enforcement Act of 1989;

         (xxxvii)  The Mortgage  Loans were not  selected  for  inclusion in the
related  Mortgage Loan Package by the Seller on any basis  intended to adversely
affect the Purchaser;

      (xxxviii)  The  Seller  has any  actual  knowledge  that  there  exist any
hazardous  substances,  hazardous  wastes  or solid  wastes,  as such  terms are
defined in the Comprehensive  Environmental  Response Compensation and Liability
Act, the Resource Conservation and Recovery Act of 1976, or other federal, state
or local environmental legislation on any Mortgaged Property;

      (xxxix)  Seller was  properly  licensed or  otherwise  authorized,  to the
extent  required by applicable law, to originate or purchase each Mortgage Loan;
and the consummation of the transactions herein contemplated, including, without
limitation,  the receipt of the ownership of the Mortgage Loans by the Purchaser
will not involve the violation of such laws;

      (xl) With respect to each Mortgaged Property subject to a ground lease (i)
the current  ground lessor has been  identified  and all ground rents which have
previously  become  due and owing have been  paid;  (ii) the  ground  lease term
extends,  or is  automatically  renewable,  for at least five  years  beyond the
maturity date of the related Mortgage Loan; (iii) the ground lease has been duly
executed  and  recorded;  (iv) the amount of the ground  rent and any  increases
therein are clearly identified in the lease and are for predetermined amounts at
predetermined  times;  (v) the ground rent payment is included in the borrower's
monthly  payment as an expense  item;  (vi) the  Purchaser has the right to cure
defaults  on the  ground  lease;  and  (vii) the  terms  and  conditions  of the
leasehold do not prevent the free and absolute  marketability  of the  Mortgaged
Property;

      (xli) All taxes,  governmental  assessments,  insurance  premiums,  water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or an escrow of funds has been  established
in an amount  sufficient  to pay for every  such item which  remains  unpaid and
which has been assessed but is not yet due and payable;

      (xlii) As of the Closing  Date,  neither  Seller has  received a notice of
default of any Mortgage  Loan secured by any  Mortgaged  Property  which has not
been cured by a party other than such Seller;

      (xliii)  All of the  Adjustable  Rate  Mortgage  Loans are in a first lien
position;

      (xliv) The Seller shall,  at its own expense,  cause each Mortgage Loan to
be covered by a Tax Service Contract which is assignable to the Purchaser or its
designee;  provided  however,  that

<PAGE>

if the Seller fails to purchase such Tax Service  Contract,  the Seller shall be
required to reimburse the  Purchaser for all costs and expenses  incurred by the
Purchaser in connection with the purchase of any such Tax Service Contract;

      (xlv) Each Mortgage Loan was  originated by an affiliate of Seller and was
conveyed  to  Seller  pursuant  to a  legal  sale,  and if so  requested  by the
Purchaser,  is covered  by an  opinion  of  counsel  to that  effect in form and
substance acceptable to the Purchaser;

      (xlvi) In the event  that the  Mortgage  Loan had a  principal  balance at
origination  equal to or greater than (a) $300,000 with respect to each Mortgage
Loan as to which the related  Mortgaged  Property is located in California,  and
(b) $250,000 in all other cases, the Mortgage File contains a drive-by appraisal
performed  not more than 30 days prior to the Closing Date which  confirms  that
the LTV of the Mortgage  Loan  satisfies  the  Underwriting  Guidelines  for the
applicable loan program;

      (xlvii)  Except to the extent that the Mortgage Loan is an AmGen  Mortgage
Loan,  the Mortgage  Loan has not been  previously  financed or purchased by any
third party.  Following the purchase of such Mortgage Loan, the aggregate unpaid
principal  balance  of the AmGen  Mortgage  Loans  shall not  exceed  10% of the
aggregate  unpaid  principal  balance  of all of the  Portfolio  Mortgage  Loans
purchased hereunder;

      (xlviii) No Mortgage Loan was made in connection with (a) the construction
or  rehabilitation  of a Mortgaged  Property;  (b)  facilitating the trade-in or
exchange of a Mortgaged  Property;  (c) facilitating the sale of an REO property
or (d) the  refinancing of a delinquent  mortgage loan originated or acquired by
Seller which was more than 60 days delinquent;

      (xlix) No Fixed Rate  Mortgage  Loan has an LTV  greater  than 100% and no
Adjustable Rate Mortgage Loan has an LTV greater than 90%;

      (l) 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) in compliance with any and
all applicable  "doing  business" and licensing  requirements of the laws of the
state wherein the Mortgaged Property is located;

      (li) The Mortgage Loan was originated (within the meaning of the Secondary
Mortgage Market  Enhancement Act of 1984) by a savings and loan  association,  a
savings  bank,  a  commercial  bank or  similar  banking  institution  which  is
supervised  and  examined  by a federal or state  authority,  or by a  mortgagee
approved as such by the Secretary of HUD;

      (lii) The origination and collection  practices used by the Seller and any
other  originator  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, (other than with
respect to

<PAGE>

each  Mortgage Loan which is indicated to be a Second Lien Mortgage Loan and for
which the mortgagee under the Mortgage Note is collecting Escrow Payments),  all
such payments are in the  possession of, or under the control of, the Seller and
there  exist  no  deficiencies  in  connection  therewith  for  which  customary
arrangements  for repayment  thereof have not been made.] 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;

      (liii)  The  Mortgage  Loan  was   underwritten  in  accordance  with  the
Underwriting Guidelines in effect at the time the Mortgage Loan was originated;

      (liv) 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;

      (lv) 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;

      (lvi) No Mortgage Loan which is a Cash-out  Refinancing  was originated in
the State of Texas;

      (lvii) With respect to each Mortgage  Loan which is a Second Lien,  (i) if
the related  Mortgage  Note  provides  for  negative  amortization,  the LTV was
calculated  at the maximum  principal  balance of such  Mortgage Note that could
result upon application of such negative  amortization  feature, and (ii) either
no consent for the Mortgage  Loan is required by the holder of the Mortgage Note
or such consent has been obtained and is contained in the Mortgage File; and

      (lviii)  With  respect  to each  Mortgage  Loan  which is  subject  to the
provisions  of HOEPA,  the Mortgage  Loan is  identified as such on the Mortgage
Loan  Schedule,  and the  related  Mortgage  File  contains  a  notice  from the
originator  and a copy of a notice  to each  entity  which  was a  purchaser  or
assignee  of the  Mortgage  Loan  satisfying  the  provisions  of HOEPA  and the
regulations issued thereunder to the effect that the Mortgage Loan is subject to
special truth-in-lending rules.

<PAGE>

                                   SCHEDULE 2


                         Seller's Material Subsidiaries


                            ContiMortgage Corporation


                              ContiWest Corporation


                           ContiTrade Services L.L.C.


                         California Lending Group, Inc.


                       ContiSecurities Holding Corporation


                            ContiFunding Corporation

<PAGE>

                                   SCHEDULE 3

                             INDEBTEDNESS DOCUMENTS

Indenture,  dated  as  of  August  15,  1996,  relating  to  the  ContiFinancial
Corporation 8 3/8% Senior Notes Due 2003, as amended,  supplemented or otherwise
modified from time to time

Credit Agreement,  dated as of January 7, 1997, among ContiFinancial Corporation
and Credit Suisse First Boston, as amended,  supplemented or otherwise  modified
from time to time

Indenture, dated as of March 1, 1997, relating to the ContiFinancial Corporation
7-1/2% Senior Notes Due 2002,  as amended,  supplemented  or otherwise  modified
from time to time

Amended and Restated Letter of Credit and Reimbursement Agreement, dated as of
September 9, 1997, among ContiFinancial Corporation, Credit Suisse First Boston,
New York Branch and Dresdner Bank AG, New York Branch, as amended,  supplemented
or otherwise modified from time to time

Indenture,  dated  March 4, 1998,  relating  to certain  securities  issuable by
ContiFinancial Corporation, as amended,  supplemented or otherwise modified from
time to time