<PAGE>
                                                                   EXHIBIT 10.54

                         WHOLE LOAN CUSTODIAL AGREEMENT

                               CUSTODIAL AGREEMENT

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                    Purchaser
                               600 Steamboat Road
                          Greenwich, Connecticut 06830

                       THE NEW YORK MORTGAGE COMPANY, LLC,
                                     Seller
                           1301 Avenue of the Americas
                                    7th Floor
                            New York, New York 10019

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                    Custodian
                                 2571 Busse Road
                               Suite 200- Dock 49
                        Elk Grove Village, Illinois 60007

                          Dated as of September 1, 2003

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                  <C>
Section 1.        Definitions....................................................................................      1

Section 2.        Delivery of Documents by Seller................................................................      7

Section 3.        Custodian as Custodian for, and Bailee of, Purchaser, Assignee and Warehouse Lender............      7

Section 4.        Certification by Custodian; Delivery of Documents..............................................      8

Section 5.        Reserved.......................................................................................     11

Section 6.        Default........................................................................................     11

Section 7.        Access to Documents............................................................................     11

Section 8.        Custodians Fees and Expenses; Successor Custodian; Standard of Care............................     11

Section 9.        Assignment by Purchaser........................................................................     14

Section 10.       Insurance......................................................................................     15

Section 11.       Representations, Warranties and Covenants......................................................     15

Section 12.       No Adverse Interests...........................................................................     16

Section 13.       Amendments.....................................................................................     16

Section 14.       Execution in Counterparts......................................................................     16

Section 15.       Agreement for Exclusive Benefit of Parties; Assignment.........................................     16

Section 16.       Effect of Invalidity of Provisions.............................................................     17

Section 17.       Governing Law..................................................................................     17

Section 18.       Consent to Service.............................................................................     17

Section 19.       Notices........................................................................................     17

Section 20.       Submission to Jurisdiction.....................................................................     17

SECTION 21.       WAIVER OF JURY TRIAL...........................................................................     17

Section 22.       Certification..................................................................................     17

Section 23.       Construction...................................................................................     18
</TABLE>

                                    EXHIBITS

Exhibit A-1     Cash Window Submission Package
Exhibit A-2     Freddie Mac Document List
Exhibit A-3     Fannie Mae Document List
Exhibit A-4     Fannie Mae Master Bailee Letter
Exhibit B-1     Conduit Submission Package
Exhibit B-2     Conduit Master Bailee Letter
Exhibit C       Loan Identification Data
Exhibit C-1     New Collateral Add Format
Exhibit D       Trust Receipt
Exhibit D-1     Notice of Intent to Issue a Trust Receipt

<PAGE>

Exhibit E-1     Warehouse Lender's Release
Exhibit E-2     Warehouse Lender's Wire Instructions
Exhibit F-1     Seller's Release
Exhibit F-2     Seller's Wire Instructions
Exhibit G-1     Purchaser's Wire Instructions to Seller
Exhibit G-2     Purchaser's Wire Instructions to Custodian
Exhibit G-3     Purchaser's Delivery Instructions to Custodian
Exhibit H       Notice of Assignment
Exhibit I       Limited Power of Attorney
Exhibit J       Form of Delivery Instructions
Exhibit K       Purchaser's Instructions to Custodian to Destroy Specified Files
Exhibit L-1     Trade Assignment Exhibit L-2 Trade Assignment (Blanket)
Exhibit M       Notice by Assignee to Custodian of Purchaser's Default
Schedule A      List of Conduits

<PAGE>

                              CUSTODIAL AGREEMENT

                  THIS CUSTODIAL AGREEMENT ("Agreement"), dated as of the date
set forth on the cover page hereof, is entered into by and among GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., as having an office at 600 Steamboat Road,
Greenwich, Connecticut 06830 ("Purchaser"), LASALLE BANK NATIONAL ASSOCIATION,
having an office at 2571 Busse Road, Suite 200 Dock 49, Elk Grove Village,
Illinois 60007, as custodian ("Custodian"), and THE NEW YORK MORTGAGE COMPANY,
LLC having an office at 1301 Avenue of the Americas, 7th Floor, New York, New
York 10019, as seller ("Seller").

                              PRELIMINARY STATEMENT

                  Purchaser has agreed to purchase from Seller, from time to
time, at its sole election, certain mortgage loans pursuant to the terms and
conditions of one or more Purchase Agreements between Purchaser and Seller
relating to Cash Window Transactions or Conduit Transactions. Seller is
obligated to interim service the Mortgage Loans pursuant to the terms and
conditions of the Purchase Agreements. Purchaser desires to have Custodian take
possession of the Mortgage Notes evidencing the Mortgage Loans, along with
certain other documents specified herein, as the custodian for and bailee of
Purchaser or Assignee in accordance with the terms and conditions hereof.

                  The parties hereto agree as follows:

                  Section 1. Definitions.

                  As used in this Agreement, the following terms shall have the
following meanings:

                  "Agency": Freddie Mac, Fannie Mae or GNMA, as applicable.

                  "Applicable Agency Documents": The documents listed on Exhibit
A-2, Exhibit A-3 or those documents listed on Exhibit B-1 as shall apply to
GNMA, as applicable.

                  "Applicable Guide": With respect to each Takeout Investor the
applicable guide published by such Takeout Investor setting forth the
requirements Mortgage Loans must satisfy in order to be eligible for purchase by
such Takeout Investor as amended or supplemented from time to time.

                  "Assignee": The Party identified in writing to Custodian from
time to time who acts as agent for certain beneficiaries pursuant to certain
Repurchase Transaction Tri Party Custody Agreements with Purchaser.

                  "Assignment of Mortgage": An assignment of the Mortgage,
notice of transfer or equivalent instrument sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of a Mortgage Loan.

<PAGE>

                  "Bailee Letter": A Fannie Mae Bailee Letter or a Conduit
Bailee Letter, as applicable.

                  "Business Day": Any day other than (a) a Saturday, Sunday or
other day on which banks located in The City of New York, New York are
authorized or obligated by law or executive order to be closed or (b) any day on
which Purchaser or Custodian is authorized or obligated by law or executive
order to be closed.

                  "Cash Window Submission Package": The documents listed on
Exhibit A-1, which shall be delivered by Seller to Custodian in connection with
each Cash Window Transaction.

                  "Cash Window Transaction": A transaction initiated by Seller's
delivery of a Request for Certification which identifies Fannie Mae or Freddie
Mac as the Takeout Investor.

                  "Commitment": A commitment executed by Takeout Investor and
Seller evidencing Takeout Investor's agreement to purchase one or more Mortgage
Loans from Seller and Seller's agreement to sell one or more Mortgage Loans to
an investor in a forward trade by the applicable Expiration Date.

                  "Conduit": Any of the entities listed on Schedule A, as
amended or supplemented from time to time.

                  "Conduit Bailee Letter": The master bailee letter, in the form
of Exhibit B-2.

                  "Conduit Submission Package": The documents listed on Exhibit
B-1, which shall be delivered by Seller to Custodian in connection with each
Conduit Transaction.

                  "Conduit Transaction": A transaction initiated by Seller's
delivery of a Request for Certification which identifies a Conduit as the
Takeout Investor.

                  "Confirmation": A written confirmation as required by the
Purchase Agreement of Purchaser's intent to purchase a pool of Mortgage Loans.

                  "Custodian": The party identified on the cover page hereto and
its permitted successors hereunder.

                  "Delivery Instructions": With respect to a Mortgage Loan,
instructions prepared by Seller, in the form of Exhibit J indicating the address
for the delivery by Custodian of the applicable portion of the related
Submission Package.

                  "Discount": With respect to a Mortgage Loan sold by Seller to
Purchaser, the amount set forth on the related Confirmation as the Discount.

                  "Eastern Time": Either Eastern Standard Time or Day Light
Savings Time as then in effect in New York City.

                                       2
<PAGE>

                  "Electronic Agent": Shall have the meaning assigned to such
term in Section 2 of the Electronic Tracking Agreement.

                  "Electronic Tracking Agreement": The Electronic Tracking
Agreement, dated as of the date hereof, among the Purchaser, the Seller, the
Electronic Agent and MERS, as the same shall be amended, supplemented or
otherwise modified from time to time.

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

                  "Fannie Mae":  Fannie Mae and any successor thereto.

                  "Fannie Mae Bailee Letter": The master bailee letter, in the
form of Exhibit A-4, for use by Custodian in connection with the delivery to
Fannie Mae of a Cash Window Submission Package excluding (i) the Assignment of
Mortgage, in blank, (ii) the Warehouse Lender's Release or Seller's Release, as
applicable, (iii) all modification agreements relating to a Mortgage, (iv) the
Delivery Instructions, and (v) a copy of the Commitment.

                  "Fannie Mae Commitment": A commitment executed by Fannie Mae
and Seller, evidencing Fannie Mae's agreement to purchase one or more Mortgage
Loans from Seller and Seller's agreement to sell one or more Mortgage Loans to
Fannie Mae by the applicable Expiration Date under the Applicable Guide.

                  "Freddie Mac":  Freddie Mac and any successor thereto.

                  "Freddie Mac Commitment": A commitment executed by Freddie Mac
and Seller evidencing Freddie Mac's agreement to purchase one or more Mortgage
Loans from Seller and Seller's agreement to sell one or more Mortgage Loans to
Freddie Mac by the applicable Expiration Date under the Applicable Guide.

                  "Funding Confirmation": With respect to all Mortgage Loans
purchased by Purchaser from Seller via a single wire funds transaction on a
particular Business Day, the trade confirmation from Purchaser to Seller
confirming the terms of Purchaser's purchase of such Mortgage Loans.

                  "GNMA": The Government National Mortgage Association and any
successor thereto.

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

                  "Limited Power of Attorney": A limited power of attorney, in
the form of Exhibit I, executed by Seller and delivered to Custodian,
authorizing Custodian to prepare Mortgage Note endorsements in the form
indicated thereon.

                                       3
<PAGE>

                  "Loan Identification Data": The applicable information
regarding a Mortgage Loan set forth on Exhibit C attached hereto.

                  "Losses": Any and all losses, claims, damages, liabilities or
expenses (including lost interest and reasonable attorney's fees) incurred by
any Person specified.

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

                  "MERS Mortgage Loan": Any Mortgage Loan as to which the
related Mortgage or assignment of Mortgage has been recorded in the name of
MERS, as agent for the holder from time to time of the Mortgage Note and which
is identified as a MERS Mortgage Loan on the related Loan Identification Data."

                  "MERS Report": The schedule listing MERS Mortgage Loans and
other information prepared by the Electronic Agent with respect to such Mortgage
Loan.

                  "MERS System": The system of recording transfers of Mortgages
electronically maintained by MERS.

                  "MIN": The mortgage identification number of Mortgage Loans
registered with MERS on the MERS System

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

                  "Mortgage Loan": A mortgage loan that is subject to this
Agreement.

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

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

                  "Mortgagor": The obligor on a Mortgage Note.

                  "Notice of Bailment": A notice, in the form of Schedule A to
Exhibit A-4 or Schedule A to Exhibit B-2, as applicable, delivered by Custodian
to Takeout Investor in connection with each delivery to Takeout Investor of the
applicable portion of each Submission Package.

                  "Payee Number": The code used by Fannie Mae to indicate the
wire transfer instructions that will be used by Fannie Mae to purchase a
Mortgage Loan.

                                       4
<PAGE>

                  "Person": Any individual, corporation, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

                  "Primary Mortgage Insurer": Any one of GE Capital Mortgage
Insurance Co., Republic Mortgage Insurance Co., Mortgage Guaranty Insurance
Corp., United Guaranty Corporation or PMI Mortgage Insurance Company or any
other entity approved as a primary mortgage insurer by Fannie Mae.

                  "Purchase Agreement": Each Purchase and Sale Agreement, dated
as of the date set forth on the cover page thereof, between Seller and
Purchaser, as each is amended from time to time providing the terms of Cash
Window Transactions or Conduit Transactions.

                  "Purchase Date": With respect to a Mortgage Loan, the date on
which Purchaser purchases such Mortgage Loan from Seller.

                  "Purchaser": Greenwich Capital Financial Products, Inc. and
its successors.

                  "Purchaser's Payment": The amount set forth on the Request for
Certification in the "RELEASE PAYMENT" column.

                  "Purchase Price": With respect to each Mortgage Loan purchased
by Purchaser, an amount equal to the Trade Principal less an amount equal to the
product of the Trade Principal and the Discount (i.e., TP minus (TP times D)).

                  "Purchaser's Wire Instructions to Seller": The wire
instructions, set forth on Exhibit G-1, specifying the account which shall be
used for the payment of all amounts due and payable by Seller to Purchase
hereunder.

                  "Purchaser's Wire Instructions to Seller": The wire
instructions, set forth on Exhibit G-1, specifying the account which shall be
used for the payment of all amounts due and payable by Seller to Purchaser
hereunder.

                  "Release Payment": The funds referred to in a Warehouse
Lender's Release or Seller's Release, as applicable.

                  "Request for Certification": A report detailing Loan
Identification Data supplied by Seller to Custodian and Purchaser, transmitted
either via facsimile or electronically in the form of Exhibit C, regarding all
Mortgage Loans being offered for sale by Seller to Purchaser on the Purchase
Date.

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

                                       5
<PAGE>

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

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

                  "Submission Package": With respect to each Mortgage Loan, a
Cash Window Submission Package or a Conduit Submission Package, as applicable.

                  "Successor Servicer": An entity designated by Purchaser, in
conformity with the Purchase Agreement, to replace Seller as servicer for
Purchaser, and, with respect to Cash Window Transactions, a seller/servicer of
the Mortgage Loans for the Agency.

                  "Takeout Investor":  An Agency or a Conduit as applicable.

                  "Trade Assignment": The assignment by Seller to Purchaser of
Seller's rights under a specific Commitment, in the form of Exhibit L-1, or of
Seller's rights under all Commitments, in the form of Exhibit L-2.

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

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

                  "Trust Receipt": A receipt of Custodian, substantially in the
form of Exhibit D hereto, indicating that with respect to the Mortgage Loans
listed on the attached schedule, the Custodian has performed the procedures set
forth in Sections 4(a) and 4(b) hereof, that it has received the entire Cash
Window Submission Package or the Conduit Submission Package, as applicable, and
that it is holding such documents as bailee and custodian of Purchaser.

                  "Underwriter": Any party, including but not limited to a
mortgage loan pool insurer, who underwrites a Mortgage Loan prior to its
purchase by Purchaser.

                  "Underwriter's Form": A Fannie Mae/Freddie Mac Form 1008/1077,
HUD92900WS, HUD92900.4, VA Form 26-6393, VA Form 26-1866, a mortgage loan pool
insurance certificate, or an underwriting approval form from a Primary Mortgage
Insurer, as applicable, completed by an Underwriter with respect to a Mortgage
Loan, indicating that such Mortgage Loan complies with its underwriting
requirements.

                  "Warehouse Lender": Any lender providing financing to Seller
for the purpose of originating Mortgage Loans, which lender prior to the
Purchase Date has a security interest in such Mortgage Loans as collateral for
the obligations of Seller to such lender.

                                       6
<PAGE>

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

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

                  Section 2. Delivery of Documents by Seller.

                  (a)      Seller may, before the first purchase of a Mortgage
Loan by Purchaser under a Purchase Agreement, deliver to Custodian a Limited
Power of Attorney; provided, however, that Custodian shall have no
responsibility or obligation to act under such Limited Power of Attorney.

                  (b)      If Seller desires to engage in Cash Window
Transactions:

                           (1)      relating to a Freddie Mac Commitment, Seller
         shall deliver to Purchaser a copy of (i) Freddie Mac Form 1035
         (Custodial Agreement), if applicable, duly executed by the related
         custodian and Freddie Mac, and (ii) Freddie Mac Form 3 (Summary
         Agreement) or such other equivalent agreement as is acceptable to
         Purchaser, duly executed by Seller and Freddie Mac; or

                           (2)      relating to a Fannie Mae Commitment, Seller
         shall deliver to Purchaser a copy of (i) Fannie Mae Form 2003
         (Custodial Agreement) if applicable, duly executed by the related
         custodian and Fannie Mae, (ii) Fannie Mae Mortgage Selling and
         Servicing Contract, and Fannie Mae Form 482 (Designation of Payee -
         Wire Transfer Information).

                  Section 3. Custodian as Custodian for, and Bailee of,
Purchaser, Assignee and Warehouse Lender. (a) With respect to each Mortgage
Note, each Assignment of Mortgage and all other documents constituting each
Submission Package that are delivered to Custodian or that at any time come into
Custodian's possession, Custodian, subject to the provisions of paragraphs (b)
and (c) of this Section 3, shall act solely and exclusively in the capacity of
custodian for, and bailee of, Purchaser. Custodian shall, subject to the
provisions of paragraphs (b) and (c) of this Section 3 and except as otherwise
required by Section 4: (i) hold all documents constituting a Submission Package
received by it for the exclusive use and benefit of Purchaser; (ii) make
disposition thereof only in accordance with this Agreement and the directions of
Purchaser; and (iii) have no discretion or authority to act in a manner which is
in any respect contrary to its role as custodian with respect to its obligations
to the Purchaser. Custodian shall segregate and maintain continuous custody of
all documents constituting a Submission Package received by it in secure and
fire resistant facilities in accordance with customary standards for such
custody and shall mark its books and records to indicate that Purchaser is the
owner of the Mortgage Loans and that the Submission Package is being held for
Purchaser.

                                       7
<PAGE>

                  (b)      With respect to each Mortgage Loan purchased by
Purchaser from Seller, Purchaser shall have the right to assign to Assignee such
Mortgage Loan as described in Section 9. If Purchaser has notified Custodian in
writing of such assignment, then, upon notice in the form of Exhibit H hereto by
Assignee to Custodian of Purchaser's default, Assignee may (i) require Custodian
to act with respect to the related Submission Packages solely in the capacity of
custodian for, and bailee of, Assignee, but nevertheless subject to and only in
accordance with the terms of this Agreement, (ii) require Custodian to hold such
Submission Packages for the exclusive use and benefit of Assignee, and (iii)
assume the rights of Purchaser under this Agreement to furnish instructions to
Custodian as to the disposition of such Submission Packages and such rights
shall be exercisable solely by Assignee. Custodian shall give Assignee written
acknowledgment of the receipt of such notice by signing such notice and
returning a copy thereof to Assignee. In the event that, prior to receipt of
such notice from Assignee, Custodian delivered any Submission Package specified
in such notice to Purchaser, Takeout Investor or Purchaser's designee, Custodian
shall so notify Assignee, and Custodian shall not be deemed to hold such
Submission Package for Assignee unless and until such Submission Package is
redelivered to Custodian. The failure of Custodian to give the written
acknowledgment referred to above shall not affect the validity of such
assignment, pledge or grant of a security interest from the Purchaser to its
Assignee. The effects of Assignee's notice to Custodian set forth above shall
continue until Custodian is otherwise notified in writing by Assignee. The terms
of this Agreement shall not apply to any Submission Package delivered by
Custodian to Assignee.

                  (c)      Seller and Purchaser acknowledge that Warehouse
Lender, if any, identified from time to time in each Warehouse Lender's Release
to be received by Purchaser and Custodian pursuant to Section 4(b)(i), is a
warehouse lender for the Seller. Seller and Purchaser acknowledge that, in
accordance with the terms of each Warehouse Lender's Release to be received by
the Custodian pursuant to Section 4(b)(i), pursuant to which each such Warehouse
Lender conditionally releases its security interest in the Mortgage Loan
referred to in the related Warehouse Lender's Release, such release shall not be
effective until the Release Payment is remitted to the Warehouse Lender in
accordance with the Warehouse Lender's Wire Instructions. Until remittance of a
Release Payment to Warehouse Lender, the interest of the related Warehouse
Lender in a Mortgage Loan shall continue and remain in full force and effect.
Seller agrees that to the extent the Release Payment is greater than the
Purchase Price, the Seller shall transfer on the Purchase Date the difference
between the Release Payment and the Purchase Price to the Warehouse Lender in
accordance with the Warehouse Lender's Wire Instructions.

                  (d)      If any additional documents relating to the
Submission Package come into the Custodian's possession, the provisions of
paragraphs (a), (b) and (c) of this Section 3 shall apply to such additional
documents in the same manner as such provisions apply to the related Submission
Package.

                  Section 4. Certification by Custodian; Delivery of Documents.

                                       8
<PAGE>

                  (a)      With respect to each Mortgage Loan being offered by
Seller for sale to Purchaser pursuant to (i) a Cash Window Transaction or (ii) a
Conduit Transaction, Seller shall insure that Custodian and Purchaser have each
received a Request for Certification no later than 6:00 p.m. Eastern Time on the
Business Day immediately preceding the related Purchase Date. At such time
Seller shall provide Custodian with New Collateral Add Format (Exhibit C-1).
Further, Seller shall insure that Custodian shall be in possession of a
Submission Package for each Mortgage Loan identified on a Request for
Certification no later than 11:00 a.m. Eastern Time on the related Purchase Date
if Custodian will be reviewing less than 100 Submission Packages for said
Purchase Date. If Custodian will be required to review more than 100 Submission
Packages, Seller shall insure that Custodian is in possession of such Submission
Packages at least one Business Day for each 100 packages to be reviewed prior to
the related Purchase Date. Upon receipt by Custodian of such Request for
Certification and all of the related Submission Packages within the time periods
described in the previous sentence, Custodian shall ascertain whether it is in
possession of a Submission Package for each Mortgage Loan identified on a
Request for Certification and shall certify in accordance with Section 22
herein, each Submission Package and, no later than 1:30 p.m. Eastern Time on the
related Purchase Date, issue to Purchaser a Notice of Intent to Issue a Trust
Receipt substantially similar to Exhibit D-1. If Custodian is not in possession
of a Submission Package relating to a Mortgage Loan identified on a Request for
Certification, Custodian shall notify Seller and shall not include such Mortgage
Loan in any Notice of Intent to Issue Trust Receipt. Unless Purchaser notifies
Custodian not later than 2:30 p.m. Eastern Time on the related Purchase Date of
its intent not to purchase any of the Mortgage Loans. If number of loans dropped
or cancelled from funding shall exceed 25 loans, Purchaser shall provide
Custodian with a Loan Release Data Format (Exhibit C-1). Otherwise Purchaser
shall notify Custodian in writing or e-mail if 25 or fewer loans are dropped or
canceled from funding. Purchaser must pay the Purchaser Price in accordance with
the Warehouse Lender's Wire Instructions, or if there is no Warehouse Lender, in
accordance with the Seller's Wire Instructions no later than 6:00 p.m. Eastern
Time on the related Purchase Date or the Trust Receipt shall be null and void
and of no further force or effect.

                  (b)      With respect to each Request for Certification, prior
to the delivery of the Notice of Intent to Issue a Trust Receipt by Custodian:

                           (i)      Custodian shall review each applicable set
         of documents comprising the Submission Package and shall ascertain
         whether (A) each document required by this Agreement to be in such
         Submission Package is in the Custodian's possession, (B) each document
         in the Custodian's possession conforms to the Loan Identification Data
         set forth in the Request for Certification, (C) each document appears
         regular on its face, (D) each document appears on its face to conform
         to the requirements of Exhibit A-1 or Exhibit B-1, as applicable and
         (E) each Mortgage Loan is listed on a schedule attached to a Warehouse
         Lender's Release or a Seller's Release, as the case may be.

                           (ii)     If Custodian determines that the documents
         in the Submission Package and the Mortgage Loan to which they relate
         conform in all respects with Section 4(b)(i), Custodian shall include
         such Mortgage Loan in the Notice of Intent to Issue Trust Receipt and,
         assuming Purchaser does not notify Custodian that it will not purchase
         a particular

                                       9
<PAGE>

         Mortgage Loan, in the Trust Receipt issued that day to Purchaser;
         provided, however, that if Custodian determines that the documents in a
         Submission Package and the Mortgage Loan to which they relate conform
         in all respects with Section 4(b)(i) except that the endorsement of the
         Mortgage Note is missing, Custodian may, but shall not be obligated, to
         prepare and execute such endorsement pursuant to the Limited Power of
         Attorney. If documents in the Submission Package do not conform in all
         respects with Section 4(b)(i) or are missing and/or do not conform
         (except as specified in Section 4(b)(i)), Custodian shall not include
         such Mortgage Loan in any Notice of Intent to Issue Trust Receipt.

                  (c)      As outlined in Section 4(a), Custodian shall deliver
to Purchaser, no later than 3:00 p.m. Eastern Time on the related Purchase Date,
by facsimile transmission followed by overnight courier a Trust Receipt for Cash
Window Transactions and a Trust Receipt for Conduit Transactions, in each case
having appended thereto a schedule of all Mortgage Loans for the related
transaction with respect to which Custodian has completed the procedures set
forth in Sections 4(a) and 4(b)(i) hereof and certify that it is holding each
related Submission Package for the benefit of Purchaser in accordance with the
terms hereof.

                  (d)      All documents comprising a Submission Package
relating to Mortgage Loans included in a Trust Receipt shall be delivered by
Custodian to the Takeout Investor specified by Seller and in the form and
specific order required by Seller, via overnight courier in accordance with the
Delivery Instructions and, except with respect to Mortgage Loans for which
Freddie Mac or GNMA is the Takeout Investor, under cover of a fully completed
Notice of Bailment prepared by Custodian in accordance with the terms of the
applicable Bailee Letter. If Seller fails to instruct Custodian regarding the
order and specific form for a delivery to Takeout Investor of such applicable
documents, the Custodian shall deliver such applicable documents in the original
form and specific order received from Seller. Custodian shall not deliver any
Submission Package to any potential Takeout Investor unless such Takeout
Investor was identified by Seller to Purchaser on Loan Release Data format
(Exhibit C-1). Seller shall provide Custodian with one (1) Business Day prior
written notice in the event that the Seller adds a new Takeout Investor.
Purchaser shall provide a written list of Takeout Investors (which may be
updated from time to time in writing) that are not authorized to receive any
Submission Packages (the "Unauthorized Takeout Investors") and Custodian shall
not deliver the Submission Packages to any Unauthorized Takeout Investors.
Custodian shall confirm prior to delivery of any documents to any Takeout
Investor that such Takeout Investor has executed a Bailee Letter. In those cases
where a copy of any intervening mortgage assignment, or an unrecorded original
of any intervening mortgage assignment are delivered to the Custodian, Seller
shall promptly cause the original of such instrument to be recorded. If Delivery
Instructions direct Custodian to deliver any portion of a Submission Package to
a location that is not the Takeout Investor's office specified on Schedule A,
Custodian must receive Purchaser's written consent to deliver to such location
prior to complying with such Delivery Instructions. Upon receipt of one written
approval from Purchaser, such written approval shall, unless Custodian receives
a notice from Purchaser to the contrary, be deemed to apply to all Delivery
Instructions delivered in the future by Seller that list such location.
Following delivery by Custodian of the Submission Package to Takeout Investor,
all remaining documents, if any, not included in such Submission Package shall
be held by Custodian until receipt by Custodian of written instructions from
Purchaser to destroy such documents. Each

                                       10
<PAGE>

month, Purchaser may, but shall not be obligated, to deliver to Custodian a
notice in the form of Exhibit K, informing Custodian of all files that Purchaser
has authorized Custodian to destroy.

                  (e)      At any time following the delivery of a Trust
Receipt, in the event Custodian becomes aware of any defect with respect to a
related Submission Package or the related forms, including the return of
documents to the Custodian from Takeout Investor due to a defect in such
documents or if Takeout Investor fails to purchase any Mortgage Loan by the
related Cure Date, the Custodian shall give prompt oral notice of such defect to
the Purchaser, followed by a written specification thereof to Purchaser within
one Business Day. No less than once per week Custodian shall provide Purchaser
with a report that identifies the number of days that documents have been in the
possession of any Takeout Investor.

                  (f)      In accordance with the provisions of the Electronic
Tracking Agreement, the Seller shall (1) cause each Mortgage Loan that is to be
sold to the Purchaser on a Purchase Date the Mortgage which is recorded in the
name of MERS to be designated a MERS Mortgage Loan on the related Loan
Identification Data and (2) cause the Purchaser to be designated an Associated
Member (as defined in the Electronic Tracking Agreement) with respect to each
such MERS Mortgage Loan.

                  Section 5. Reserved.

                  Section 6. Default. If Seller fails to fulfill any of its
obligations under the Purchase Agreement or hereunder or in connection with the
exercise by Purchaser of any remedy pursuant to Section 3 of the Purchase
Agreement then, subject to the provisions of Section 3(b) hereof, Purchaser may,
by notice to Custodian, (a) appoint Custodian as its delegate to complete the
endorsements on behalf of Purchaser on the Mortgage Notes held by Custodian and
to complete and record at Purchaser's expense the related blank Assignments of
Mortgages relating to the affected Mortgage Loans in accordance with Purchaser's
instructions and, when applicable, (b) require Custodian to deliver to
Purchaser, Takeout Investor or Successor Servicer the Submission Packages (or
any portion thereof specified by Purchaser) in Custodian's possession or under
Custodian's control to which the failure relates.

                  Section 7. Access to Documents. Upon reasonable prior written
notice to Custodian, Purchaser (and if the Mortgage Loans have been assigned,
Assignee) and its agents, accountants, attorneys and auditors will be permitted
during normal business hours to examine and copy at their expense the Submission
Packages, documents, records and other papers in possession of or under the
control of Custodian relating to any or all of the Mortgage Loans in which
Purchaser has an interest. Upon the request of Purchaser (or, if applicable,
Assignee) and at the cost and expense of Purchaser (or, if applicable,
Assignee), Custodian shall provide such Purchaser (or, if applicable, Assignee)
with copies of the Mortgage Notes, Assignments of Mortgage and other documents
in Custodian's possession relating to any of the Mortgage Loans in which
Purchaser (or, if applicable, Assignee) has an interest. In addition, upon the
request of Purchaser and in any event not less frequently than on a monthly
basis, Custodian shall provide Purchaser with an electronic transmission
containing a list of all the Mortgage Loans for which the Custodian holds
documents

                                       11
<PAGE>

pursuant to this Custodial Agreement and a list of the documents held
by Custodian with respect to each such Mortgage Loan.

                  Section 8. Custodian's Fees and Expenses; Successor Custodian;
Standard of Care.

(a)      It is understood that Custodian will charge such fees for its services
under this Agreement as are set forth in a separate agreement between Custodian
and Seller, the payment of which, together with Custodian's expenses in
connection herewith and other than as expressly provided herein, shall be solely
the obligation of Seller. Custodian has no lien on, and shall not attempt to
place a lien on or assert an interest in, any of the Submission Package,
Mortgage Loans or proceeds thereof to secure the payment of its fees and
expenses. The obligations of the Seller under this Section 8 shall survive the
termination of this Agreement and the resignation or removal of Custodian.

                  (b)      Custodian or any successor Custodian may resign at
any time by giving sixty (60) days' prior written notice to Seller and
Purchaser, unless Custodian has not been paid its fees for services currently,
in which case Custodian may resign by giving 45 days notice. Such resignation
shall take effect upon the earlier of (i) the appointment of a successor
Custodian by Purchaser and delivery of all the Submission Packages and any
related documents in Custodian's possession to the successor Custodian, and (ii)
the delivery of all the Submission Packages and any related documents in
Custodian's possession to the Purchaser or its designee pursuant to (c) below
after expiration of said sixty (60) days (or 45 days if applicable). Seller
shall be responsible for reimbursing Custodian for its expenses associated with
delivery of the Submission Packages and related documents to Purchaser.

                  (c)      In the event of any such resignation, Custodian shall
promptly transfer to the successor Custodian all Submission Packages and related
documents in Custodian's possession and the successor Custodian shall hold such
Submission Packages and related documents in accordance with this Agreement. If
Purchaser directs the removal of Custodian, Purchaser shall be responsible for
all expenses associated with the transfer of the Submission Packages and any
related documents in Custodian's possession and for any fee of the successor
Custodian in excess of the fees of the initial Custodian hereunder. In any case,
Custodian shall not be responsible for payment of fees to any successor
Custodian. The Purchaser shall have sixty (60) days (or 45 days if applicable)
in which to appoint and designate an acceptable successor Custodian. If the
Purchaser fails to appoint a successor Custodian within such 60-day period (or
45 days if applicable), then Custodian shall deliver possession and custody of
the Submission Packages and any related Submission Packages in Custodian's
possession to Purchaser at the address specified on the cover page hereof, or if
a timely written designation is received by Custodian, to any designee of
Purchaser.

                  (d)      Custodian shall have responsibility only for the
Submission Packages and their contents which have been actually delivered to it
and which have not been released to Seller, Purchaser, the Agency or Assignee or
their respective agent or designee in accordance with this Agreement. The
standard of care to be exercised by Custodian in the performance of its duties
under this Agreement shall be to exercise the same degree of care as Custodian
exercises when it holds

                                       12
<PAGE>

mortgage loan documents as security for its own loans or warehouse loans.
Custodian is an agent, bailee and custodian only and is not intended to be, nor
shall it be construed to be (except only as agent, bailee and custodian), a
representative, trustee or fiduciary of or for either Seller, the Agency,
Purchaser or Assignee. The Custodian shall not be bound in any way by any
agreement or contract other than this Agreement and the exhibits and schedules
hereto and any other agreement to which it is a party. The Custodian shall not
be required to ascertain or inquire as to the performance or observance of any
of the conditions or agreements to be performed or observed by any other party,
except as specifically provided in this Agreement and the exhibits and schedules
hereto. The Custodian disclaims any responsibility for the validity or accuracy
of the recitals to this Agreement and any representations and warranties
contained herein, unless specifically identified as recitals, representations or
warranties of the Custodian.

                           (i)      Throughout the term of this Agreement, the
         Custodian shall have no responsibility for ascertaining the value,
         collectability, insurability, enforceability, effectiveness or
         suitability of any Collateral, the title of any party therein, the
         validity or adequacy of the security afforded thereby, or the validity
         of this Agreement (except as to Custodian's authority to enter into
         this Agreement and to perform its obligations hereunder).

                           (ii)     Other than as otherwise expressly provided
         herein, the Custodian shall not be under any duty to examine or pass
         upon the genuineness, validity or legal sufficiency of any of the
         documents constituting part of any Submission Package, and shall be
         entitled to assume that all documents constituting part of such files
         are genuine and valid and that they are what they purport to be, and
         that any endorsements or assignments thereof are genuine and valid.

                           (iii)    No provision of this Agreement shall require
         the Custodian to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its duties hereunder
         or in the exercise of any of its rights and powers, if, in its sole
         judgment, it shall believe that repayment of such funds or adequate
         indemnity against such risk or liability is not assured to it.

                           (iv)     The Custodian is not responsible for
         preparing or filing any reports or returns relating to federal, state
         or local income taxes with respect to this Agreement, other than for
         the Custodian's compensation or for reimbursement of expenses.

                  (e)      Custodian shall incur no liability to any Person for
its acts or omissions hereunder, except as may result from its negligence or
misconduct relating to (i) the issuance of a Trust Receipt by the Custodian
which applies to a Mortgage Loan with respect to which the procedures set forth
in Sections 4(a) and 4(b) hereof have not been completed by the Custodian in
accordance with this Agreement, (ii) the Custodian's failure to deliver within
two (2) Business Days to Takeout Investor the Submission Package in accordance
with Purchaser's instructions, (iii) the loss, damage or destruction (except at
Purchaser's direction) by Custodian of any document included in a Submission
Package, or (iv) the Custodian's failure to deliver a Trust Receipt to Purchaser
each Business Day which is a Purchase Date in accordance with Section 4(a) and
(c) hereof. In no event

                                       13
<PAGE>

shall Custodian be liable to any Person, directly or indirectly, for any (A)
damages or expenses arising out of the services provided hereunder other than
damages which result from its breach of this Agreement or (B) Losses, claims,
damages, liabilities or expenses which would have been avoided had such Person
taken reasonable action to mitigate such Losses, claims, damages, liabilities or
expenses. Neither the Custodian nor any of its directors, officers or employees
shall be liable hereunder to Seller or Purchaser or Assignee or any of its
beneficiaries pursuant to certain Repurchase Transaction Tri-Party Custody
Agreements for punitive damages or lost future profits.

                  (f)      Custodian shall be entitled to rely upon any notice,
document, correspondence, request or directive received by it in accordance with
the terms of this Agreement from Seller, Takeout Investor, Purchaser or
Assignee, as the case may be, that Custodian believes to be genuine and to have
been signed or presented by the proper and duly authorized officer or
representative thereof, and shall not be obligated to inquire as to the
authority or power of any person so executing or presenting such documents or as
to the truthfulness of any statements set forth herein.

                  (g)      Seller hereby indemnifies, defends and holds
Custodian harmless from and against any claim, legal action, liability or loss
that is initiated against or incurred by Custodian, including court costs and
reasonable attorney's fees and disbursements, in connection with Custodian's
performance of its duties under this Agreement, including those involving
ordinary negligence, but excluding only those involving gross negligence or
willful misconduct of Custodian. Notwithstanding anything to the contrary
contained herein, this provision shall survive the termination of this
Agreement. The Custodian shall have the power to employ such agents as it may
reasonably deem necessary or appropriate in the performance of its duties and
the exercise of its powers under this Agreement.

                  (h)      Custodian undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement, it being expressly
understood that there are no implied duties hereunder.

         Section 9. Assignment by Purchaser. The Purchaser shall have free and
unrestricted use of the Mortgage Loans and may assign all of its right, title
and interest in and to some or all of the Mortgage Loans purchased by Purchaser
pursuant to the Purchase Agreement and all rights of Purchaser under the
Purchase Agreement (and this Agreement) in respect of such Mortgage Loans
represented thereby to any Assignee. The Seller hereby irrevocably consents to
any such assignment. Upon receipt of written notice to the Custodian of any such
assignment in the form attached hereto as Exhibit H, the Custodian shall mark
its records to reflect the pledge or assignment of the Mortgage Loans by the
Purchaser to the Assignee. The Custodian's records shall reflect the pledge or
assignment of the Mortgage Loans by the Purchaser to the Assignee until such
time as the Custodian receives written instructions from the Purchaser with
consent from the Assignee that the Mortgage Loans are no longer pledged or
assigned by the Purchaser to the Assignee, at which time the Custodian shall
change its records to reflect the release of the pledge or assignment of the
Mortgage Loans, and that the Custodian is holding the Mortgage Loans, as
custodian for, and for the benefit of, the Purchaser.

                                       14
<PAGE>

                  If the Purchaser has notified the Custodian in writing of such
assignment or pledge by delivery to the Custodian of a written notice in the
form of Exhibit H hereto, then, upon delivery of notice in the form of Exhibit M
by Assignee to the Custodian of the Purchaser's default, Assignee may, subject
to any limitations in any agreement between Assignee and the Purchaser, (i)
require Custodian to act with respect to the related Mortgage Loans solely in
the capacity of custodian for, and bailee of, Assignee, but nevertheless subject
to and only in accordance with the terms of this Custodial Agreement, (ii)
require Custodian to hold such Mortgage Loans for the exclusive use and benefit
of Assignee, and (iii) assume the rights of the Purchaser under this Agreement
to furnish instructions to the Custodian as to the disposition of such Mortgage
Loans and such rights shall be exercisable solely by Assignee. In addition,
within three (3) Business Days of receipt of such notice to the Custodian in the
form of Exhibit M and receipt by the Custodian of the Trust Receipt from the
Assignee, the Custodian shall deliver, in accordance with the written
instructions of the Assignee, a Trust Receipt issued in the name of the Assignee
and to the place indicated in any such written direction from the Assignee. The
Custodian shall assume that any assignment from the Purchaser to Assignee is
subject to no limitations that are not expressly set forth in this Custodial
Agreement. Until such time as the Custodian receives notice in the form of
Exhibit M from the Assignee that there exists an event of default with respect
to a pledge or assignment of its interest in the Mortgage Loans and Mortgage
Files, the Custodian shall take directions solely from Purchaser.

                  Section 10. Insurance. Custodian shall, at its own expense,
maintain at all times during the existence of this Agreement such (a) fidelity
insurance, (b) theft of documents insurance, (c) forgery insurance and (d)
errors and omissions insurance as Custodian deems appropriate, prudent and
customary.

                  Section 11. Representations, Warranties and Covenants.

                  (a)      By Custodian. Custodian hereby represents and
warrants to, and covenants with, Seller and Purchaser that, as of the date
hereof and at all times while Custodian is performing services under this
Agreement:

                           (i)      Custodian is duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation and fully satisfies the requirements for acting as a GNMA
         custodian, a Fannie Mae custodian and a Freddie Mac custodian; and

                           (ii)     Custodian has the full power and authority
         to hold each Mortgage Loan and to enter into and perform its duties and
         obligations as contemplated by this Agreement, has duly authorized the
         execution, delivery and performance of this Agreement and has duly
         executed and delivered this Agreement, and this Agreement constitutes a
         legal, valid and binding obligation of Custodian, enforceable against
         it in accordance with its terms, except as the enforcement thereof may
         be limited by applicable receivership, conservatorship or similar
         debtor relief laws and except that certain equitable remedies may not
         be available regardless of whether enforcement is sought in equity or
         law.

                                       15
<PAGE>

                  (b)      By Seller. Seller hereby represents and warrants to,
and covenants with, Custodian and Purchaser that, as of the date hereof and
throughout the term of this Agreement:

                           (i)      Seller is duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         formation; and

                           (ii)     Seller has the full power and authority to
         hold each Mortgage Loan and to enter into and consummate all
         transactions contemplated by this Agreement, has duly authorized the
         execution, delivery and performance of this Agreement and has duly
         executed and delivered this Agreement, and this Agreement constitutes a
         legal, valid and binding obligation of Seller, enforceable against it
         in accordance with its terms, except as the enforcement thereof may be
         limited by applicable receivership, conservatorship or similar debtor
         relief laws and except that certain equitable remedies may not be
         available regardless of whether enforcement is sought in equity or law.

                  (c)      By Purchaser. Purchaser hereby represents and
warrants to, and covenants with, Custodian and Seller that, as of the date
hereof and throughout the term of this Agreement:

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

                           (ii)     Purchaser has the full power and authority
         to hold each Mortgage Loan and to enter into and consummate all
         transactions contemplated by this Agreement, has duly authorized the
         execution, delivery and performance of this Agreement and has duly
         executed and delivered this Agreement, and this Agreement constitutes a
         legal, valid and binding obligation of Purchaser, enforceable against
         it in accordance with its terms, except as the enforcement thereof may
         be limited by applicable receivership, conservatorship or similar
         debtor relief laws and except that certain equitable remedies may not
         be available regardless of whether enforcement is sought in equity or
         law.

                  Section 12. No Adverse Interests. By its acceptance of each
Submission Package, Custodian covenants and warrants to Purchaser that: (a) as
of the date of payment by Purchaser of the Purchase Price, Custodian, solely in
its capacity as Custodian, (i) holds no adverse interests, by way of security or
otherwise, in the related Mortgage Loan, and (ii) has no interest in or lien
upon the Submission Packages which it holds as custodian for Purchaser; and (b)
Custodian hereby waives and releases any such interest in such Mortgage Loan
which it has or which it may thereafter acquire prior to the time of release of
such Mortgage Loan from the terms of this Agreement.

                  Section 13. Amendments. This Agreement may be amended only by
written agreement of Seller, Purchaser and Custodian except that, if this
Agreement shall have been assigned by Purchaser with written notice of such
assignment given to Seller and Custodian, no amendment shall be effective unless
the amendment is also signed by Assignee. Purchaser shall give at least five (5)
days' prior written notice to Assignee of any proposed amendment to this
Agreement and shall furnish Assignee with a copy of each such amendment within
five (5) days after it is executed and

                                       16
<PAGE>

delivered. This Agreement, together with the Exhibits, Schedules and other
writings referred to herein or delivered pursuant hereto, constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.

                  Section 14. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.

                  Section 15. Agreement for Exclusive Benefit of Parties;
Assignment. This Agreement is for the exclusive benefit of the parties hereto
and their respective successors and permitted assigns hereunder and shall not be
deemed to give any legal or equitable right, remedy or claim to any other person
whatsoever. This Agreement shall bind the parties hereto and their respective
successors, but, except for the assignments provided in Sections 3(b) and 9,
shall not be assigned or pledged by any party without the prior written consent
of the other parties. Written notice from Assignee to Custodian (with a copy to
Purchaser) that Purchaser has defaulted in any material respect under any
funding or loan agreement relating to the financing of Purchaser's purchase of
Mortgage Loans shall be conclusive for all purposes of this Agreement.

                  Section 16. Effect of Invalidity of Provisions. In case any
one or more of the provisions contained in this Agreement should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

                  Section 17. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to conflict of laws rules.

                  Section 18. Consent to Service. Each party irrevocably
consents to the service of process by registered or certified mail, postage
prepaid, to it at its address given in or pursuant to Section 19.

                  Section 19. Notices. Any notices, consents, directions and
other communications given under this Agreement shall be in writing and shall be
deemed to have been duly given when delivered by facsimile or electronic
transmission, or personally delivered at, or sent by overnight courier to the
addresses of the parties hereto set forth on the cover page hereof or such other
address as any party shall give in a notice to the other parties pursuant to
this Section 19.

                  Section 20. Submission to Jurisdiction. With respect to any
claim arising out of this Agreement each party (a) irrevocably submits to the
nonexclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in New York City, and
(b) irrevocably waives (i) any objection which it may have at any time to the
laying of venue of any suit, action or proceeding arising out of or relating
hereto brought in any such court, (ii) any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient forum
and (iii) the right to object, with respect to such claim, suit, action

                                       17
<PAGE>

or proceeding brought in any such court, that such court does not have
jurisdiction over such party. Nothing herein will be deemed to preclude any
party hereto from bringing an action or proceeding in respect of this Agreement
in any jurisdiction other than as set forth in this Section 20.

                  SECTION 21. WAIVER OF JURY TRIAL. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, ANY OTHER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                  Section 22. Certification. Custodian hereby acknowledges that
each time it issues a Notice of Intent to Issue Trust Receipt and attaches a
list of Mortgage Loans, it is making an express representation and warranty to
Purchaser that it has reviewed each Submission Package listed on the Request for
Certification as specified in Sections 4(a) and (b) with respect to the related
Mortgage Loan.

                  Section 23. Construction. The headings in this Agreement are
for convenience only and are not intended to influence its construction.
References to Sections and Exhibits in this Agreement are to the Sections of and
Exhibits to this Agreement. The Exhibits are part of this Agreement. In this
Agreement, the singular includes the plural, the plural the singular, and the
words "and" and "or" are used in the conjunctive or disjunctive as the sense and
circumstances may require.

                                       18
<PAGE>

                  IN WITNESS WHEREOF, Seller, Purchaser and Custodian have
caused this Agreement to be duly executed as of the date and year first above
written.

                                     THE NEW YORK MORTGAGE COMPANY,
                                     LLC (Seller)

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

                                     GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                                     (Purchaser)

                                     By: /s/ Michael Pillari
                                        ----------------------------------------
                                     Name:  Michael Pillari
                                     Title: Managing Director

                                     LASALLE BANK NATIONAL
                                     ASSOCIATION (Custodian)

                                     By:________________________________________
                                     Name:
                                     Title: