<PAGE>

                                                                   EXHIBIT 10.77

          MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT

                      THE NEW YORK MORTGAGE COMPANY L.L.C.
                                              Seller and Interim Servicer

                                       and

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                                               Initial Purchaser

                           Dated as of August 1, 2003

                         Adjustable Rate Mortgage Loans

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                                TABLE OF CONTENTS

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SECTION 1.      Definitions.................................................................................    1
SECTION 2.      Agreement to Purchase.......................................................................   10
SECTION 3.      Mortgage Loan Schedules.....................................................................   10
SECTION 4.      Purchase Price..............................................................................   11
SECTION 5.      Examination of Mortgage Files...............................................................   11
SECTION 6.      Conveyance from Seller to Initial Purchaser.................................................   11
        Subsection 6.01     Conveyance of Mortgage Loans; Possession of Servicing Files.....................   11
        Subsection 6.02     Books and Records...............................................................   12
        Subsection 6.03     Delivery of Mortgage Loan Documents.............................................   12
SECTION 7.       Representations, Warranties and Covenants of the Seller: Remedies for Breach...............   13
        Subsection 7.01     Representations and Warranties Respecting the Seller............................   13
        Subsection 7.02     Representations and Warranties Regarding Individual Mortgage Loans..............   15
        Subsection 7.03     Remedies for Breach of Representations and Warranties...........................   24
        Subsection 7.04     Repurchase of Certain Mortgage Loans............................................   26
SECTION 8.      Closing.....................................................................................   26
SECTION 9.      Closing Documents...........................................................................   27
SECTION 10.     Costs.......................................................................................   28
SECTION 11.     Sellers Servicing Obligations...............................................................   29
SECTION 12.     Removal of Mortgage Loans from Inclusion under This Agreement Upon a Whole
Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates................................   29
SECTION 13.     The Seller..................................................................................   30
        Subsection 13.01    Additional Indemnification by the Seller........................................   30
        Subsection 13.02    Merger or Consolidation of the Seller...........................................   30
        Subsection 13.03    Limitation on Liability of the Seller and Others................................   31
        Subsection 13.04    Seller Not to Resign............................................................   31
        Subsection 13.05    No Transfer of Servicing........................................................   32
SECTION 14.     Default.....................................................................................   32
        Subsection 14.01    Events of Default...............................................................   32
        Subsection 14.02    Waiver of Defaults..............................................................   33
SECTION 15.     Termination.................................................................................   34
SECTION 16.     Successor to the Seller.....................................................................   34
SECTION 17.     Financial Statements........................................................................   35
SECTION 18.     Mandatory Delivery: Grant of Security Interest..............................................   35
SECTION 19.     Notices.....................................................................................   36
SECTION 20.     Severability Clause.........................................................................   36
SECTION 21.     Counterparts................................................................................   37
SECTION 22.     Governing Law...............................................................................   37
SECTION 23.     Intention of the Parties....................................................................   37
SECTION 24.     Successors and Assigns......................................................................   37
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<TABLE>
<S>                                                                                                            <C>
SECTION 25.     Waivers....................................................................................    38
SECTION 26.     Exhibits...................................................................................    38
SECTION 27.     Nonsolicitation............................................................................    38
SECTION 28.     General Interpretive Principles............................................................    38
SECTION 29.     Reproduction of Documents..................................................................    39
SECTION 30.     Further Agreements.........................................................................    39
SECTION 31.     Entire Agreement...........................................................................    39
</TABLE>

                                    EXHIBITS

EXHIBIT 1       SELLER'S OFFICER'S CERTIFICATE
EXHIBIT 2       FORM OF OPINION OF COUNSEL TO THE SELLER
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       FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT 8       FORM OF ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT 9       SERVICING ADDENDUM
EXHIBIT 10      FORM OF CONFIRMATION

SCHEDULE I      MORTGAGE LOAN SCHEDULE
SCHEDULE II PREPAYMENT CHARGE SCHEDULE

                                      -ii-

<PAGE>

          MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT

         This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
(the "Agreement"), dated as of August 1, 2003, by and between Greenwich Capital
Financial Products, Inc., having an office at 600 Steamboat Road, Greenwich,
Connecticut 06830 (the "Initial Purchaser", and the Initial Purchaser or the
Person, if any, to which the Initial Purchaser has assigned its rights and
obligations hereunder as Purchaser with respect to a Mortgage Loan, and each of
their respective successors and assigns, the "Purchaser") and The New York
Mortgage Company L.L.C., having an office at 1301 Avenue of the Americas,
7th Floor, New York 10019 (the "Seller").

                                   WITNESSETH:

         WHEREAS, the Seller desires to sell, from time to time, to the
Purchaser, and the Purchaser desires to purchase, from time to time, from the
Seller, certain conventional adjustable rate residential first 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 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;

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

         WHEREAS, following its purchase of the Mortgage Loans from the Seller,
the Purchaser desires to sell some or all of the Mortgage Loans to one or more
purchasers as a whole loan transfer in a whole loan or participation format or a
public or private mortgage-backed securities transaction;

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

         SECTION 1. Definitions.

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

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

                                      -1-

<PAGE>

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

         Appraised Value: With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of FNMA and FHLMC, 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 by an
appraiser who met the minimum requirements of FNMA and FHLMC.

         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 Saturday or Sunday, or a day on
which banking and savings and loan institutions in the the State of New York are
authorized or obligated by law or executive order to be closed.

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

         Closing Date: The date or dates on which the Purchaser from time to
time shall purchase and the Seller from time to time shall sell 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 any Closing Date, the documents
required pursuant to Section 9.

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

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

         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

                                      -2-

<PAGE>

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.

         Convertible Mortgage Loan: A Mortgage Loan that by its terms and
subject to certain conditions contained in the related Mortgage or Mortgage Note
allows the Mortgagor to convert the adjustable Mortgage Interest Rate on such
Mortgage Loan to a fixed Mortgage Interest Rate.

         Custodial Account: The separate account or accounts, each of which
shall be an Eligible Account, created and maintained pursuant to this Agreement,
which shall be entitled "The New York Mortgage Company L.L.C., as servicer, in
trust for the Purchaser and various Mortgagors, Adjustable Rate Mortgage Loans",
established at a financial institution acceptable to the Purchaser.

         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: The custodian under the Custodial Agreement, or its
successor in interest or assigns, or any successor to the Custodian under the
Custodial Agreement, as therein provided.

         Cut-off Date: The first day of the month in which the related Closing
Date occurs.

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

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

         Distribution Date: The eighteenth (18th) day of each month, commencing
on the eighteenth day of the month next following the month in which the related
Cut-off Date occurs, or if such eighteenth (18th) day is not a Business Day, the
first Business Day immediately following such eighteenth (18th) day.

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

         Due Period: With respect to each Distribution Date, the period
commencing on the second day of the month preceding the month of the
Distribution Date and ending on the first day of the month of the Distribution
Date.

         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,

                                      -3-

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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 Initial Purchaser by written notice to the Seller) 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.

         Escrow Account: The separate trust account or accounts created and
maintained pursuant to this Agreement which shall be entitled "The New York
Mortgage Company L.L.C., as servicer, in trust for the Purchaser and various
Mortgagors, 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, Primary Insurance Policy premiums, 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.

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

         FHLMC: Freddie Mac or any successor thereto.

         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 Seller
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Seller, in its reasonable good faith judgment, expects to
be finally recoverable in respect thereof have been so recovered. The Seller
shall maintain records, prepared by a servicing officer of the Seller, of each
Final Recovery Determination.

         Flood Zone Service Contract: A transferable contract maintained for the
Mortgaged Property with a nationally recognized flood zone service provider for
the purpose of obtaining the current flood zone status relating to such
Mortgaged Property.

         FNMA: Fannie Mae or any successor thereto.

         Gross Margin: With respect to any 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.

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

                                      -4-

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         Index: With respect to any 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 Initial Purchaser
purchases and the Seller sells the first Mortgage Loan Package hereunder.

         Initial Purchaser: Greenwich Capital Financial Products, Inc., or any
successor.

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

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

         Maximum Mortgage Interest Rate: With respect to each 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.

         Minimum Mortgage Interest Rate: With respect to each 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 lien on Mortgaged Property securing the Mortgage Note.

                                      -5-

<PAGE>

         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 Mortgage Loan, the annual
rate that interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note.

         Mortgage Loan: Each first 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 Charges,
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 and attached to this Agreement
as Schedule I on the related Closing Date.

         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 floppy disk, 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) 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) the first Adjustment Date; (18)
the Gross Margin; (19) a code indicating the purpose of the loan (i.e., purchase
financing, Rate/Term Refinancing, Cash-Out Refinancing); (20) the Maximum
Mortgage Interest Rate under the terms of the Mortgage Note; (21) the Minimum
Mortgage Interest Rate under the terms of the Mortgage Note; (22) the Mortgage
Interest Rate at origination; (23) the Periodic Rate Cap; (24) the first
Adjustment Date immediately following the Cut-off Date; (25) 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 the documentation style (i.e., full (providing two

                                      -6-

<PAGE>

years employment verification - 2 years W-2's and current paystub or 2 years
1040's for self employed borrowers), alternative or reduced); (28) a code
indicating if the Mortgage Loan is subject to a Primary Insurance Policy; (29)
the Appraised Value of the Mortgaged Property; (30) the sale price of the
Mortgaged Property, if applicable; and (31) a code indicating if the Mortgage
Loan is an interest-only Mortgage Loan and, if so, the term of the interest-
only period of such 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 current principal balance of the Mortgage Loans; (3) the weighted
average Mortgage Interest Rate 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.

         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 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
Mortgage Loan may increase (without regard to the Maximum Mortgage Interest
Rate) or decrease

                                      -7-

<PAGE>

(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.

         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.

         Prepayment Charge: With respect to any Mortgage Loan, any prepayment
penalty or premium thereon payable in connection with a principal prepayment on
such Mortgage Loan pursuant to the terms of the related Mortgage Note.

         Prepayment Charge Schedule: The schedule to be annexed hereto as
Schedule II indicating whether a Mortgage Loan is subject to a Prepayment Charge
and if so, the amount and term of such Prepayment Charge.

         Primary Insurance Policy: A policy of primary mortgage guaranty
insurance issued by a Qualified Insurer.

         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 Charge, which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.

         Purchase Price: The price paid on the related Closing Date by the
Purchaser to the Seller pursuant to the related Confirmation in exchange for the
Mortgage Loans purchased on such Closing Date as calculated as provided in
Section 4.

         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 the same Due Date as the Due Date on the
Deleted Mortgage Loan, (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 covered under a
Primary Insurance Policy if such Qualified Substitute Mortgage Loan has a
Loan-to-Value Ratio in excess of 80%. 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,

                                      -8-

<PAGE>

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

         Rate/Term Refinancing: A Refinanced Mortgage Loan, the proceeds of
which are not in excess of the existing first mortgage loan on the related
Mortgaged Property and related closing costs, and were used exclusively to
satisfy the then existing first mortgage loan of the Mortgagor on the related
Mortgaged Property and to pay related closing costs.

         Reconstitution Agreement: The agreement or agreements entered into by
the Seller and the Purchaser and/or certain third parties on the Reconstitution
Date or Dates with respect to any or all of the Mortgage Loans serviced
hereunder, in connection with a Whole Loan Transfer or a Pass-Through Transfer
as provided in Section 12.

         Reconstitution Date: The date or dates on which any or all of the
Mortgage Loans serviced under this Agreement shall be removed from this
Agreement and reconstituted as part of a Whole Loan Transfer or Pass-Through
Transfer pursuant to Section 12 hereof.

         Record Date: With respect to each Distribution Date, the last Business
Day of the month immediately preceding the month in which such Distribution Date
occurs.

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

         REMIC: A "real estate mortgage investment conduit" within the meaning
of Section 860D of the Code.

         REO Account: The separate trust account or accounts created and
maintained pursuant to this Agreement which shall be entitled "The New York
Mortgage Company L.L.C., in trust for the Purchaser, as of [date of acquisition
of title], Adjustable Rate Mortgage Loans".

         REO Disposition: The final sale by the Seller 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)(A) prior to the Reconstitution Date with respect to such Mortgage Loan, the
product of the Stated Principal Balance of such Mortgage Loan times the greater
of (x) the Purchase Price percentage as stated in the related Confirmation and
(y) 100%, and (B) thereafter, the Stated Principal Balance of such Mortgage
Loan, 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

                                      -9-

<PAGE>

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

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

         Servicing Advances: All customary, reasonable and necessary
"out-of-pocket" costs and expenses incurred by the Seller 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 Fee: With respect to each Mortgage Loan, an amount agreed to
between the Seller and the Purchaser in the related Confirmation, payable
monthly, in arrears. If the Interim Servicing Period includes any partial month,
the Servicing Fee for such month shall be pro rated at a per diem rate based
upon a 30-day month.

         Servicing File: With respect to each Mortgage Loan, the file retained
by the Seller 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.

         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.

         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.

         SECTION 2. Agreement to Purchase.

         The Seller agrees to sell, and the Purchaser agrees to purchase, from
time-to-time, Mortgage Loans having an aggregate principal balance on the
related Cut-off Date in an amount as set forth

                                      -10-

<PAGE>

in the related Confirmation, or in such other amount as agreed by the Purchaser
and the Seller as evidenced by the actual aggregate principal balance of the
Mortgage Loans accepted by the Purchaser on the related Closing Date.

         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 prior to the related Closing Date.

         SECTION 4. Purchase Price.

         The Purchase Price for each Mortgage Loan listed on the related
Mortgage Loan Schedule shall be the percentage of par as stated in the related
Confirmation (subject to adjustment as provided therein), multiplied by its
Stated Principal Balance as of the related Cut-off Date. If so provided in the
related Confirmation, portions of the Mortgage Loans shall be priced separately.

         In addition to the Purchase Price as described above, the Initial
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 Servicing Fee, from the related Cut-off Date
through the day prior to the related Closing Date, both inclusive.

         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, and (2) all payments of interest on the Mortgage Loans net of the
Servicing Fee during the Interim Servicing Period.

         SECTION 5. Examination of Mortgage Files.

         In addition to the rights granted to the Initial 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 Initial Purchaser for
examination at the Seller's offices or such other location as shall otherwise be
agreed upon by the Initial Purchaser and the Seller. Such examination may be
made by the Initial Purchaser or its designee at any reasonable time before or
after the related Closing Date. If the Initial 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 Initial Purchaser's
underwriting standards, such Mortgage Loans may, at the Initial Purchaser's
option, be rejected for purchase by the Initial Purchaser. If not purchased by
the Initial Purchaser, such Mortgage Loans shall be deleted from the related
Mortgage Loan Schedule. The Initial 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 Initial
Purchaser has conducted or has determined not to conduct any partial or complete

                                      -11-

<PAGE>

examination of the Mortgage Files shall not affect the Initial 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 Initial Purchaser.

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

         The Seller, simultaneously with the payment of the Purchase Price,
shall execute and deliver to the Initial Purchaser an Assignment and Conveyance
with respect to the related Mortgage Loan Package in the form attached hereto as
Exhibit 4. The Servicing File retained by the Seller with respect to each
Mortgage Loan pursuant to this Agreement shall be appropriately identified in
the Seller's computer system to reflect clearly the sale of such related
Mortgage Loan to the Purchaser. The Seller 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, 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 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 Initial 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.

                                      -12-

<PAGE>

         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 Seller shall be responsible for maintaining the Custodial Agreement 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 within ninety
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.


         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:

         (i)      The Seller is duly organized, validly existing and in good
standing under the laws of the state of New York and is and will remain in
compliance with the laws of each 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. No licenses or approvals obtained by Seller have been suspended or
revoked by any court, administrative agency, arbitrator or governmental body and
no proceedings are pending which might result in such suspension or revocation;

         (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 or reorganization;

         (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 certificate of formation or limited liability company
agreement or constitute a default under or result in a breach or acceleration
of, any

                                      -13-

<PAGE>

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 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)      The Seller is an approved seller/servicer for FNMA and FHLMC
in good standing and is a HUD approved mortgagee pursuant to Section 203 of the
National Housing Act. No event has occurred, including but not limited to a
change in insurance coverage, which would make the Seller unable to comply with
FNMA, FHLMC or HUD eligibility requirements or which would require notification
to FNMA, FHLMC or HUD;

         (vi)     The Seller does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained in
this Agreement;

         (vii)    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;

         (viii)   Immediately prior to the payment of the Purchase Price for
each Mortgage Loan, the Seller was the owner of record of the related Mortgage
and the indebtedness evidenced by the related Mortgage Note and upon the payment
of the Purchase Price by the Purchaser, in the event that the Seller retains
record title, the Seller 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;

         (ix)     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;

         (x)      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;

                                      -14-

<PAGE>

         (xi)     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;

         (xii)    The transfer of the Mortgage Loans shall be treated as a sale
on the books and records of the Seller, and the Seller has determined that, and
will treat, the disposition of the Mortgage Loans pursuant to this Agreement for
tax and accounting purposes as a sale. The Seller shall maintain a complete set
of books and records for each Mortgage Loan which shall be clearly marked to
reflect the ownership of each Mortgage Loan by the Purchaser;

         (xiii)   The consideration received by the Seller upon the sale of the
Mortgage Loans constitutes fair consideration and reasonably equivalent value
for such Mortgage Loans;

         (xiv)    The Seller is solvent and will not be rendered insolvent by
the consummation of the transactions contemplated hereby. The Seller is not
transferring any Mortgage Loan with any intent to hinder, delay or defraud any
of its creditors;

         (xv)     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

         (xvi)    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.

         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:

         (i)      The information set forth in the related Mortgage Loan
Schedule is complete, true and correct;

         (ii)     The Mortgage Loan is in compliance with all requirements set
forth in the related Confirmation, and the characteristics of the related
Mortgage Loan Package as set forth in the related Confirmation are true and
correct, provided, however, that in the event of any conflict between the terms
of any Confirmation and this Agreement, the terms of this Agreement shall
control;

                                      -15-

<PAGE>

         (iii)    All payments required to be made up to the close of business
on the Closing Date for such Mortgage Loan under the terms of the Mortgage Note
have been made; 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; and there has been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder since the origination of the Mortgage Loan;

         (iv)     There are no delinquent taxes, ground rents, water charges,
sewer rents, assessments, insurance premiums, leasehold payments, including
assessments payable in future installments or other outstanding charges
affecting the related Mortgaged Property;

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

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

         (vii)    All buildings upon the Mortgaged Property are insured by an
insurer acceptable to FNMA and FHLMC against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, pursuant to insurance policies conforming to the
requirements of the Servicing Addendum. All such insurance policies contain a
standard mortgagee clause naming the Seller, its successors and assigns as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
by the Federal Emergency Management Agency as having special flood hazards (and
such flood insurance has been made available) a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of FNMA
and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to
do so, authorizes the holder of the Mortgage to maintain such insurance at
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;

                                      -16-

<PAGE>

         (viii)   Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate settlement
procedures, predatory and abusive lending, consumer credit protection, equal
credit opportunity, fair housing or disclosure laws applicable to the
origination and servicing of mortgage loans of a type similar to the Mortgage
Loans have been complied with;

         (ix)     The Mortgage has not been satisfied, cancelled, subordinated
or rescinded, in whole or in part, and the Mortgaged Property has not been
released from the lien of the Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination, rescission or release;

         (x)      The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (a) the lien of current real property taxes and assessments not
yet due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender's title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value of
the Mortgaged Property, and (c) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, existing and enforceable first
lien and first priority security interest on the property described therein and
the Seller has full right to sell and assign the same to the Purchaser. The
Mortgaged Property was not, as of the date of origination of the Mortgage Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;

         (xi)     The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms;

         (xii)    All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and
properly executed by such parties. The Mortgagor is a natural person;

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

         (xiv)    The Seller is the sole legal, beneficial and equitable owner
of the Mortgage Note and the Mortgage and has full right to transfer and sell
the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
lien, pledge, charge, claim or security interest;

                                      -17-

<PAGE>

         (xv)     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;

         (xvi)    The Mortgage Loan is covered by an American Land Title
Association ("ALTA") lender's title insurance policy (which has an adjustable
rate mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to FNMA and
FHLMC, issued by a title insurer acceptable to FNMA and FHLMC and qualified to
do business in the jurisdiction where the Mortgaged Property is located,
insuring (subject to the exceptions contained in (x)(a) and (b) above) the
Seller, its successors and assigns as to the first priority lien of the Mortgage
in the original principal amount of the Mortgage Loan and against any loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property, and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such lender's title insurance policy, and such
lender's title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;

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

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

         (xix)    All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property;

         (xx)     The Mortgage Loan was originated by the Seller or 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;

         (xxi)    Principal payments on the Mortgage Loan commenced no more than
sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage
Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage
Loan, the Mortgage Note is payable on the first day of each month in Monthly
Payments, which, are changed on each Adjustment Date, and in any case,

                                      -18-

<PAGE>

are sufficient to fully amortize the original principal balance over the
original term thereof (other than with respect to a Mortgage Loan identified on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the
interest-only period) and to pay interest at the related Mortgage Interest Rate.
With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
an interest-only Mortgage Loan, the interest-only period shall not exceed the
interest-only period set forth on the related Mortgage Loan Schedule and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan. The Index for each Mortgage Loan
is as defined in the related Confirmation. The Mortgage Note does not permit
negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;

         (xxii)   The origination and collection practices used by the Seller
with respect to each Mortgage Note and Mortgage have been in all respects legal,
proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note. With respect to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property which
has not been completed;

         (xxiii)  The Mortgaged Property is free of damage and waste and there
is no proceeding pending for the total or partial condemnation thereof;

         (xxiv)   The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (a) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial foreclosure. The Mortgaged Property has not been subject to any
bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed
for protection under applicable bankruptcy laws. There is no homestead or other
exemption available to the Mortgagor which would interfere with the right to
sell the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage. 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;

         (xxv)    The Mortgage Loan was underwritten in accordance with the
underwriting standards of the Seller in effect at the time the Mortgage Loan was
originated which underwriting standards satisfy the standards of FNMA and FHLMC;
and the Mortgage Note and Mortgage are on forms acceptable to FNMA and FHLMC;

         (xxvi)   The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (x) above;

                                      -19-

<PAGE>

         (xxvii)  The Mortgage File contains an appraisal of the related
Mortgaged Property which satisfied the standards of FNMA and FHLMC and was made
and signed, prior to the approval of the Mortgage Loan application, by a
qualified appraiser, duly appointed by the Seller, who had no interest, direct
or indirect in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not affected by the approval or disapproval of
the Mortgage Loan and who met the minimum qualifications of FNMA and FHLMC. 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;

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

         (xxix)   No Mortgage Loan contains provisions pursuant to which Monthly
Payments are (a) paid or partially paid with funds deposited in any separate
account established by the Seller, the Mortgagor, or anyone on behalf of the
Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any
other similar provisions which may constitute a "buydown" provision. The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature;

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

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

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

         (xxxiii) No Mortgage Loan had an LTV at origination in excess of 95% or
such other percentage set forth in the related Confirmation Each Mortgage Loan
with an LTV at origination in excess of 80% is and will be subject to a Primary
Insurance Policy, issued by a Qualified Insurer, which insures that portion of
the Mortgage Loan in excess of the portion of the Appraised Value of the
Mortgaged Property as required by FNMA. All provisions of such Primary Insurance
Policy have been and are being complied with, such policy is in full force and
effect, and all premiums due thereunder have been paid. Any Mortgage subject to
any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith. The
Mortgage Interest Rate for the Mortgage Loan does not include any such insurance
premium;

                                      -20-

<PAGE>

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

         (xxxv)   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;

         (xxxvi)  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;

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

         (xxxviii)No Mortgage Loan has a balloon payment feature;

         (xxxix)  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 FNMA and FHLMC. With respect to
any Mortgage Loan which is secured by manufactured housing, such Mortgage Loan
satisfies the requirements for inclusion in residential mortgage backed
securities transactions rated by Standard & Poor's Ratings Services;

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

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

         (xlii)   Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;

         (xliii)  The Mortgaged Property is in material compliance with all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller's
knowledge, the related Mortgagor, has received any notice of any violation or
potential violation of such law;

                                      -21-

<PAGE>

         (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 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 is covered by a Flood Zone Service Contract
which is assignable to the Purchaser or its designee or, for each Mortgage Loan
not covered by such Flood Zone Service Contract, the Seller agrees to purchase
such Flood Zone Service Contract;

         (xlvi)   No Mortgage Loan is (a) subject to the provisions of the
Homeownership and Equity Protection Act of 1994 as amended ("HOEPA"), (b) a
"high cost" mortgage loan, "covered" mortgage loan or "predatory" mortgage loan
or any other comparable term, no matter how defined under any federal, state or
local law, or (c) subject to any comparable federal, state or local statutes or
regulations, including, without limitation, the provisions of the Georgia Fair
Lending Act, the City of Oakland, California Anti-Predatory Lending Ordinance
No. 12361 or any other statute or regulation providing assignee liability to
holders of such mortgage loans;

         (xlvii)  No predatory or deceptive lending practices, including but not
limited to, the extension of credit to a mortgagor without regard for the
mortgagor's ability to repay the Mortgage Loan and the extension of credit to a
mortgagor which has no apparent benefit to the mortgagor, were employed in
connection with the origination of the Mortgage Loan. Each Mortgage Loan is in
compliance with the anti-predatory lending eligibility for purchase requirements
of the FNMA Guides;

         (xlviii) The debt-to-income ratio of the related Mortgagor was not
greater than 60% at the origination of the related Mortgage Loan;

         (xlix)   No Mortgagor was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the
extension of credit. No Mortgagor obtained a prepaid single premium credit life,
disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used
to purchase single premium credit insurance policies as part of the origination
of, or as a condition to closing, such Mortgage Loan;

         (l)      The Mortgage Loans were not selected from the outstanding one
to four-family mortgage loans in the Seller's portfolio at the related Closing
Date as to which the representations and warranties set forth in this Agreement
could be made in a manner so as to affect adversely the interests of the
Purchaser;

         (li)     The Mortgage contains an enforceable provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event that the Mortgaged Property is sold or transferred without the
prior written consent of the mortgagee thereunder;

         (lii)    The Mortgage Loan complies with all applicable consumer credit
statutes and regulations, including, without limitation, the respective Uniform
Consumer Credit Code laws in effect in

                                      -22-

<PAGE>

Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah
and Wyoming, has been originated by a properly licensed entity, and in all other
respects, complies with all of the material requirements of any such applicable
laws;

         (liii)   The information set forth in the Prepayment Charge Schedule is
complete, true and correct in all material respects and each Prepayment Charge
is permissible, enforceable and collectable under applicable federal and state
law;

         (liv)    The Mortgage Loan was not prepaid in full prior to the Closing
Date and the Seller has not received notification from a Mortgagor that a
prepayment in full shall be made after the Closing Date;

         (lv)     All points, fees and charges related to each Mortgage Loan
(whether or not financed, assessed, collected or to be collected in connection
with the origination and servicing of each Mortgage Loan) were disclosed in
writing to the Mortgagor in accordance with applicable state and federal law and
regulation. No Mortgagor was charged "points and fees" (whether or not financed)
in an amount greater than 5% of the principal amount of the related Mortgage
Loan, such 5% limitation is calculated in accordance with FNMA's anti-predatory
lending requirements as set forth in the FNMA Selling Guide;

         (lvi)    No Mortgage Loan is secured by cooperative housing, commercial
property or mixed use property;

         (lvii)   Each Mortgage Loan is eligible for sale in the secondary
market or for inclusion in a Pass-Through Transfer without unreasonable credit
enhancement;

         (lviii)  Except as set forth on the related Mortgage Loan Schedule,
none of the Mortgage Loans are subject to a prepayment penalty. For any Mortgage
Loan originated prior to October 1, 2002 that is subject to a prepayment
penalty, such prepayment penalty does not extend beyond five years after the
date of origination. For any Mortgage Loan originated on or following October 1,
2002 that is subject to a prepayment penalty, such prepayment penalty does not
extend beyond three years after the date of origination. With respect to any
Mortgage Loan that contains a provision permitting imposition of a premium upon
a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination,
the Mortgagor agreed to such premium in exchange for a monetary benefit,
including but not limited to a rate or fee reduction, (ii) prior to the Mortgage
Loan's origination, the Mortgagor was offered the option of obtaining a Mortgage
Loan that did not require payment of such a premium, (iii) the prepayment
premium is disclosed to the Mortgagor in the loan documents pursuant to
applicable state and federal law, and (iv) notwithstanding any state or federal
law to the contrary, the Seller shall not impose such prepayment premium in any
instance when the mortgage debt is accelerated as the result of the Mortgagor's
default in making the loan payments;

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

                                      -23-

<PAGE>

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

         (lx)     No Mortgage Loan is secured by real property or secured by a
manufactured home located in the state of Georgia unless (x) such Mortgage Loan
was originated prior to October 1, 2002 or after March 6, 2003, or (y) the
property securing the Mortgage Loan is not, nor will be, occupied by the
Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a "High
Cost Home Loan" as defined in the Georgia Fair Lending Act, as amended (the
"Georgia Act"). Each Mortgage Loan that is a "Home Loan" under the Georgia Act
complies with all applicable provisions of the Georgia Act. No Mortgage Loan
secured by owner occupied real property or an owner occupied manufactured home
located in the State of Georgia was originated (or modified) on or after October
1, 2002 through and including March 6, 2003;

         (lxi)    No Mortgagor was encouraged or required to select a Mortgage
Loan product offered by the Mortgage Loan's originator which is a higher cost
product designed for less creditworthy borrowers, unless at the time of the
Mortgage Loan's origination, such Mortgagor did not qualify taking into account
credit history and debt to income ratios for a lower cost credit product then
offered by the Mortgage Loan's originator or any affiliate of the Mortgage
Loan's originator. If, at the time of loan application, the Mortgagor may have
qualified for a for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan's originator, the Mortgage Loan's
originator referred the Mortgagor's application to such affiliate for
underwriting consideration;

         (lxii)   The methodology used in underwriting the extension of credit
for each Mortgage Loan employs objective mathematical principles which relate
the Mortgagor's income, assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the Mortgagor's equity
in the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability to
make timely payments on the Mortgage Loan; and

         (lxiii)  All fees and charges (including finance charges) and whether
or not financed, assessed, collected or to be collected in connection with the
origination and servicing of each Mortgage Loan have been disclosed in writing
to the Mortgagor in accordance with applicable state and federal law and
regulation.

         Subsection 7.03 Remedies for Breach of Representations and Warranties.

         It is understood and agreed that the representations and warranties set
forth in Subsections 7.01 and 7.02 shall survive the sale of the Mortgage Loans
to the Purchaser and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or lack of examination of any Mortgage
File. Upon discovery by either the Seller 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

                                      -24-

<PAGE>

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 other.

         Within 60 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 and such breach cannot be cured within 60 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
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 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 for distribution to the Purchaser on the next scheduled
Distribution Date 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.

         At the time of repurchase of any deficient Mortgage Loan, the Purchaser
and the Seller shall arrange for the reassignment of the repurchased Mortgage
Loan to the Seller and the delivery to the Seller of any documents held by the
Custodian relating to the repurchased Mortgage Loan. 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 deposit in the Custodial Account the Monthly Payment less the
Servicing Fee 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

                                      -25-

<PAGE>

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 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 deposit from its own funds into the
Custodial Account 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 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 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.

         Subsection 7.04 Repurchase of Certain Mortgage Loans.

         In the event that (i) the first Due Date for a Mortgage Loan is
subsequent to the Cut-off Date and the initial Monthly Payment is not made
within thirty (30) days of such Due Date, (ii) a Monthly Payment due prior to
the related Cut-off Date is not made within thirty (30) days of the related Due
Date; or (iii) the principal balance due on a Mortgage Loan is paid in full
within three months following the related Closing Date, then, in each such case,
the Seller shall repurchase the affected Mortgage Loans at the Repurchase Price,
which shall be paid as provided for in Subsection 7.03.

         SECTION 8. Closing.

         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.

                                      -26-

<PAGE>

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

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

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

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

         Subject to the foregoing conditions, the Initial Purchaser shall pay to
the Seller on the related Closing Date the 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 shall submit
                  to the Initial Purchaser fully executed originals of the
                  following documents:

         1.       this Agreement, in four counterparts;

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

         3.       a Custodial Account Letter Agreement in the form attached as
                  Exhibit 7 hereto;

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

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

         6.       an Opinion of Counsel to the Seller, in the form of Exhibit 2
                  hereto;

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

                                      -27-

<PAGE>

         8.       the Seller's underwriting guidelines.

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

         1.       the related Confirmation;

         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 Initial Purchaser;

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

         5.       if requested by the Initial Purchaser, an Opinion of Counsel
                  to the Seller, in the form of Exhibit 2 hereto;

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

         7.       a Security Release Certification, in the form of Exhibit 3
                  hereto executed by any Person, as requested by the Initial
                  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.

         The Purchaser shall pay any commissions due its salesmen and the legal
fees and expenses of its attorneys. 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.

         SECTION 11. Seller's Servicing Obligations.

                                      -28-

<PAGE>

         SECTION 1. The Seller, as independent contract servicer, shall service
and administer the Mortgage Loans during the Preliminary 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 Seller shall transfer the servicing of the Mortgage Loans to the
successor servicer designated by the Purchaser in accordance with the terms of
the servicing transfer procedures provided by the Purchaser or such designated
successor servicer.

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

         The Seller and the Initial Purchaser agree that with respect to some or
all of the Mortgage Loans, the Initial Purchaser may effect either:

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

         (2)      one or more Pass-Through Transfers.

         With respect to each Whole Loan Transfer or Pass-Through Transfer, as
the case may be, entered into by the Initial Purchaser, the Seller agrees:

         (1)      to cooperate fully with the Purchaser and any prospective
                  purchaser with respect to all reasonable requests and due
                  diligence procedures including participating in meetings with
                  rating agencies, bond insurers and such other 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 Reconstitution Agreements provided that each of
                  the Seller and the Purchaser 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 shall make the representations and
                  warranties regarding the Seller and, if such Whole Loan
                  Transfer or Pass-Through Transfer occurs within 12 months of
                  the Closing Date or such later period as specified in the
                  related purchase price and term letter, the Mortgage Loans as
                  of the date of the Whole Loan Transfer or Pass-Through
                  Transfer, modified to the extent necessary to accurately
                  reflect the pool statistics of the Mortgage Loans as of the
                  date of such Whole Loan Transfer or Pass-Through Transfer and
                  any events or circumstances existing subsequent to the related
                  Closing Date(s);

                                      -29-

<PAGE>

         (4)      to deliver to the Purchaser for inclusion in any prospectus or
                  other offering material such publicly available information
                  regarding the Seller, its financial condition and its 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 is capable of providing without unreasonable
                  effort or expense, and to indemnify the Purchaser and its
                  affiliates for material misstatements contained in such
                  information and material omissions from 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 pursuant to
                  clause 4 above as shall be reasonably requested by the
                  Purchaser; and

         (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, it being
                  understood that the cost of any opinions of outside special
                  counsel that may be required for a Whole Loan Transfer or
                  Pass-Through Transfer, as the case may be, shall be the
                  responsibility of the Purchaser.

         SECTION 13. The Seller.

         Subsection 13.01 Additional Indemnification by the Seller.

         In addition to the indemnification provided in Subsection 7.03, the
Seller shall 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 to perform its obligations under this Agreement including but not limited
to its obligation to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement or any Reconstitution Agreement
entered into pursuant to Section 12.

         Subsection 13.02 Merger or Consolidation of the Seller.

         The Seller shall keep in full force and effect its existence, rights
and franchises as a limited liability company under the laws of the state of its
formation except as permitted herein, and shall obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such

                                      -30-

<PAGE>

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 to perform its duties under this Agreement.

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

         Subsection 13.03 Limitation on Liability of the Seller and Others.

         Neither the Seller nor any of the officers, employees or agents of the
Seller 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 Seller or
any such person against any breach of warranties or representations made herein,
or failure to perform its obligations in strict 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 Seller and any officer, employee or agent of the Seller 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 Seller 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 Seller 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 Seller shall be entitled to
reimbursement therefor from the Purchaser upon written demand except when such
expenses, costs and liabilities are subject to the Seller's indemnification
under Subsections 7.03 or 13.01.

         Subsection 13.04 Seller Not to Resign.

         The Seller shall not assign this Agreement or resign from the
obligations and duties hereby imposed on it except by mutual consent of the
Seller 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 Seller in which event the Seller may resign as servicer.
Any such determination permitting the resignation of the Seller as 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 and which shall be provided at the cost of the Seller. No such
resignation shall become effective until a successor shall have assumed the
Seller's responsibilities and obligations hereunder in the manner provided in
Section 16.

                                      -31-

<PAGE>

         Subsection 13.05 No Transfer of Servicing.

         With respect to the retention of the Seller to service the Mortgage
Loans during the Interim Servicing Period, the Seller acknowledges that the
Purchaser has acted in reliance upon the Seller's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures,
its integrity, reputation and financial standing and the continuance thereof.
Without in any way limiting the generality of this Section, the Seller 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.

         SECTION 14. Default.

         Subsection 14.01 Events of Default.

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

         (i)      any failure by the Seller to remit to the Purchaser any
    payment required to be made under the terms of this Agreement which
    continues unremedied for a period of one Business Day after the date upon
    which written notice of such failure, requiring the same to be remedied,
    shall have been given to the Seller by the Purchaser; or

         (ii)     failure on the part of the Seller duly to observe or perform
    in any material respect any other of the covenants or agreements on the part
    of the Seller set forth in this Agreement or in the Custodial Agreement
    which continues unremedied for a period of thirty days (except that such
    number of days shall be fifteen in the case of a failure to pay any premium
    for any insurance policy required to be maintained under this Agreement)
    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

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

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

                                      -32-

<PAGE>

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

         (vi)     failure by the Seller to be in compliance with the "doing
    business" or licensing laws of any jurisdiction where a Mortgaged Property
    is located; or

         (vii)    the Seller ceases to meet the qualifications of either a FNMA
    or FHLMC seller/servicer; or

         (viii)   the Seller attempts to assign its right to servicing
    compensation hereunder or the Seller attempts, without the consent of the
    Purchaser, to sell or otherwise dispose of all or substantially all of its
    property or assets or to assign this Agreement or the servicing
    responsibilities hereunder or to delegate its duties hereunder or any
    portion thereof;

then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Purchaser, by notice in writing to the Seller may, in
addition to whatever rights the Purchaser may have at law or equity to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Seller as servicer under this Agreement. On or after the
receipt by the Seller of such written notice, all authority and power of the
Seller to 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 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.

                                      -33-

<PAGE>

         SECTION 15. Termination.

         The respective obligations and responsibilities of the Seller, as
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 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 Seller agrees
to cooperate with the Purchaser and such successor in effecting the termination
of the Seller's responsibilities and rights hereunder as servicer, including,
without limitation, the transfer to such successor for administration by it of
all cash amounts which shall at the time be credited by the Seller to the
Custodial Account, REO Account or Escrow Account or thereafter received with
respect to the Mortgage Loans.

         SECTION 16. Successor to the Seller.

         Prior to termination of Seller'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 Seller'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
Seller as 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 Seller's duties, responsibilities and liabilities
as servicer under this Agreement should be terminated pursuant to the
aforementioned Sections, the Seller 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 Seller 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 of the representations and warranties made
pursuant to Subsections 7.01 and 7.02 and the remedies available to the
Purchaser under Subsection 7.03 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 notwithstanding any such resignation or termination of the Seller,
or the termination of this Agreement.

         Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Seller and to the Purchaser an instrument accepting such
appointment, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Seller, 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 Seller shall indemnify such successor for, any and all liabilities arising
out of the Seller's acts as servicer. Any termination of the Seller as servicer
pursuant to

                                      -34-

<PAGE>

Section 12,14 or 15 shall not affect any claims that the Purchaser may have
against the Seller arising prior to any such termination or resignation or
remedies with respect to such claims.

         The Seller shall timely deliver to the successor the funds in the
Custodial Account, REO Account and the Escrow Account and the Mortgage Files and
related documents and statements held by it hereunder and the Seller shall
account for all funds. The Seller 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 Seller as servicer. The
successor shall make arrangements as it may deem appropriate to reimburse the
Seller for amounts the Seller 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 Seller 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 shall make available to
prospective purchasers the Seller's financial statements for the most recently
completed three fiscal years respecting which such statements are available. The
Seller also shall make available any comparable interim statements to the extent
any such statements have been prepared by the Seller (and are available upon
request to members or stockholders of the Seller or the public at large). The
Seller, if it has not already done so, agrees to furnish promptly to the
Purchaser copies of the statements specified above. The Seller also shall make
available information on its servicing performance with respect to mortgage
loans serviced for others, including delinquency ratios.

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

         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 Initial Purchaser for the
losses and damages incurred by the Initial 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 Initial Purchaser on or before the related
Closing Date. The Seller hereby grants to the Initial 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 Initial Purchaser subject to the Initial
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
Purchase Price for the Mortgage Loans. All rights and remedies of the Purchaser
under this Agreement are distinct from,

                                      -35-

<PAGE>

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: Mr. Anthony Palmisano

         (ii)     if to the Seller:

                  The New York Mortgage Company L.L.C.
                  1301 Avenue of the Americas
                  7th Floor
                  New York, New York 10019

                  Attn: Mr. Steve Schnall - President

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

                                      -36-

<PAGE>

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 Initial Purchaser is
purchasing, and the Seller is selling, the Mortgage Loans and not a debt
instrument of the Seller or another security. Accordingly, the parties hereto
each intend to treat the transaction for Federal income tax purposes as a sale
by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The
Initial 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 Initial 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 and the Purchaser and the respective successors and
assigns of the Seller and the Purchaser. The Purchaser may assign this Agreement
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 between the
Seller and such Purchaser, and a separate and distinct Agreement between the
Seller 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. This Agreement shall not be
assigned, pledged or hypothecated by the Seller to a third party without the
consent of the Purchaser.

                                      -37-

<PAGE>

         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 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 from
engaging in solicitations to the general public by newspaper, radio, television
or other media which are not directed toward the Mortgagors or from refinancing
the Mortgage Loan of any Mortgagor who, without solicitation, contacts the
Seller 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;

                                      -38-

<PAGE>

         (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 and the Purchaser each agree to execute and deliver to the
other such reasonable and appropriate additional documents, instruments or
agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.

         SECTION 31. Entire Agreement.

         This Agreement constitutes the entire agreement and understanding of
the parties with respect to the matters and transactions contemplated by this
Agreement and, except to the extent otherwise set forth in writing, supersedes
any prior agreement and understandings with respect to those matters and
transactions.

                                      -39-

<PAGE>

         IN WITNESS WHEREOF, the Seller 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.

                                        THE NEW YORK MORTGAGE COMPANY L.L.C.

                                                     (Seller)


                                        By: /s/ Steven B. Schnall
                                           -------------------------------------
                                        Name: Steven B. Schnall
                                             -----------------------------------
                                        Title: President
                                              ----------------------------------


                                        GREENWICH CAPITAL FINANCIAL PRODUCTS,
                                        INC.

                                               (Initial Purchaser)


                                        By: /s/ Anthony Palmisano
                                           -------------------------------------
                                        Name: Anthony Palmisano
                                             -----------------------------------
                                        Title: Vice President
                                              ----------------------------------