<PAGE>
                                                                   EXHIBIT 10.53

                     WHOLE LOAN PURCHASE AND SALE AGREEMENT

                    MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

                                     between

                       THE NEW YORK MORTGAGE COMPANY, LLC

                                     Seller

                                       and

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                                    Purchaser

                          Dated as of September 1, 2003
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               PAGE
<S>            <C>                                                                     <C>
Section 1...............................................................Definitions    -1-
Section 2................................Procedures for Purchases of Mortgage Loans    -8-
Section 3................................Sale of Mortgage Loans to Takeout Investor    -8-
Section 4............................................................Completion Fee    -11-
Section 5...........................................Servicing of the Mortgage Loans    -12-
Section 6.........................................................Trade Assignments    -13-
Section 7...........Transfers of Beneficial Interest in Mortgage Loans by Purchaser    -13-
Section 8......Record Title to Mortgage Loans; Intent of Parties; Security Interest    -13-
Section 9............................................Representations and Warranties    -14-
Section 10......................................................Covenants of Seller    -21-
Section 11.....................................................................Term    -24-
Section 12.................................Exclusive Benefit of Parties; Assignment    -24-
Section 13...................................Amendments; Waivers; Cumulative Rights    -24-
Section 14................................................Execution in Counterparts    -24-
Section 15.......................................Effect of Invalidity of Provisions    -24-
Section 16............................................................Governing Law    -25-
Section 17..................................................................Notices    -25-
Section 18.........................................................Entire Agreement    -25-
Section 19.....................................................Costs of Enforcement    -25-
Section 20.......................................................Consent to Service    -25-
Section 21...............................................Submission to Jurisdiction    -25-
</TABLE>
<PAGE>
<TABLE>
<S>            <C>                                                                     <C>
Section 22...............................................Jurisdiction Not Exclusive    -25-
Section 23.....................................................WAIVER OF JURY TRIAL    -25-
Section 24.............................................................Construction    -26-
Section 25.......................................................Further Assurances    -26-
</TABLE>
<PAGE>
                                    EXHIBITS

Exhibit A      Trust Receipt
Exhibit B-1    Warehouse Lender's Release
Exhibit B-2    Warehouse Lender's Wire Instructions
Exhibit C-1    Seller's Release
Exhibit C-2    Seller's Wire Instructions
Exhibit D-1    Trade Assignment
Exhibit D-2    Trade Assignment (Blanket)
Exhibit E      Purchaser's Wire Instructions
Exhibit F      Form of Confirmation
Exhibit G      Notice of Rejection of Trade Assignment
Exhibit H      Settlement Modification Letter
Exhibit I      Seller's Officer's Certificate
Exhibit J      Seller's Officer's Certificate
Exhibit K      List of Conduits
Exhibit L      Mortgage Loan Schedule
<PAGE>
                    MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

      This Mortgage Loan Purchase and Sale Agreement ("Agreement"), dated as of
the date set forth on the cover page hereof, is by and between Greenwich Capital
Financial Products, Inc., having an address at 600 Steamboat Road, Greenwich,
Connecticut 06830 ("Purchaser") and The New York Mortgage Company, LLC, having
an address at 1301 Avenue of the Americas, 7th Floor, New York, New York 10019
("Seller").

                              PRELIMINARY STATEMENT

      Seller may, in its sole discretion, offer to sell to Purchaser from time
to time a 100% undivided ownership interest in certain Mortgage Loans, and
Purchaser, in its sole discretion, may agree to purchase such Mortgage Loans
from Seller on a servicing-released basis in accordance with the terms and
conditions set forth in this Agreement. Seller, subject to the terms hereof,
will cause each Mortgage Loan to be purchased by Takeout Investor. During the
period from the purchase of a Mortgage Loan to the sale of the Mortgage Loan to
Takeout Investor, Seller shall interim service such Mortgage Loan for the
benefit of Purchaser pursuant to the terms of this Agreement.

      The parties hereto hereby agree as follows:

      Section 1.      Definitions.

      Capitalized terms used but not defined herein shall have the meanings set
forth in the Custodial Agreement. As used in this Agreement, the following terms
shall have the following meanings:

      "Act of Insolvency": With respect to Seller, (i) the filing of a petition,
commencing, or authorizing the commencement of any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law
relating to the protection of creditors, or suffering any such petition or
proceeding to be commenced by another; (ii) seeking the appointment of a
receiver, trustee, custodian or similar official for Seller or an Affiliate or
any substantial part of the property of either, (iii) the appointment of a
receiver, conservator, or manager for Seller or an Affiliate by any governmental
agency or authority having the jurisdiction to do so; (iv) the making or
offering by Seller or an Affiliate of a concession with its creditors or a
general assignment for the benefit of creditors, (v) the admission by Seller or
an Affiliate of Seller's or such Affiliate's inability to pay its debts or
discharge its obligations as they become due or mature; or (vi) any governmental
authority or agency or any person, agency or entity acting or purporting to act
under governmental authority shall have taken any action to condemn, seize or
appropriate, or to assume custody or control of, all or any substantial part of
the property of Seller or of any of its Affiliates, or shall have taken any
action to displace the management of Seller or of any of its Affiliates or to
curtail its authority in the conduct of the business of Seller or of any of its
Affiliates.

      "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting equity, by contract or otherwise.

      "Agency Guide": The FHLMC Guide, the FNMA Guide or the GNMA Guide, as
applicable.

                                      -1-
<PAGE>
      "Agency Program": The FHLMC Program, the FNMA Program or the GNMA Program,
as applicable.

      "Applicable Agency": GNMA, FNMA or FHLMC, as applicable.

      "Appraised Value": With respect to any Mortgaged Property, the value
thereof set forth in 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. Each appraisal has been made in
accordance with and satisfies the provisions of the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989.

      "Assignee": As defined in Section 7.

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

      "Collateral": As defined in Section 8(c).

      "Commitment Amount": The aggregate outstanding principal amount of
Mortgage Loans to be purchased pursuant to a Takeout Commitment. If the
Commitment Amount is expressed as a fixed amount plus or minus a percentage in
the related Takeout Confirmation, then the amount required to be delivered by
Seller shall be the minimum amount of such range and the amount required to be
purchased by Takeout Investor shall be the maximum amount of such range.

      "Commitment Date": The date set forth in a Takeout Confirmation as the
commitment date.

      "Commitment Guidelines": The guidelines, if any, issued by Takeout
Investor regarding the issuance of Takeout Commitments, as amended from time to
time by Takeout Investor.

      "Commitment Number": With respect to a Takeout Commitment, the number
identified on the Takeout Confirmation as the commitment number.

      "Completion Fee": With respect to each Mortgage Loan Pool, an amount equal
to the Discount plus the Net Carry Adjustment, less any reduction pursuant to
Section 4(c), which amount shall be payable to Seller by Purchaser as
compensation to Seller for its services hereunder in connection with the
purchase of a Mortgage Loan Pool.

      "Conduit": The list of investors attached hereto as Exhibit K, which may
be modified from time to time by Purchaser in its sole discretion.

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

                                      -2-
<PAGE>
      "Confirmation": A written confirmation of Purchaser's intent to purchase a
Mortgage Loan Pool, which written confirmation shall be substantially in the
form attached hereto as Exhibit F.

      "Credit File": All Mortgage Loan papers and documents required to be
maintained pursuant to the Sale Agreement, and all other papers and records of
whatever kind or description whether developed or originated by Seller or
others, required to document or service the Mortgage Loan; provided, however,
that such Mortgage Loan papers, documents and records shall not include any
Mortgage Loan papers, documents or records which are contained in the Custodial
File.

      "Cure Date": With respect to a Mortgage Loan, the date occurring 15
Business Days after the expiration of the Takeout Commitment.

      "Custodial Account": As defined in Section 5(b).

      "Custodial Agreement": The Custodial Agreement, dated as of the date set
forth on the cover page thereof, among Seller, Purchaser and Custodian.

      "Custodial File": With respect to each Mortgage Loan, the documents that
are required to be delivered to the Custodian pursuant to the Custodial
Agreement.

      "Custodian": The Custodian whose name is set forth on the cover page of
the Custodial Agreement and its permitted successors thereunder.

      "Cut-off Date": With respect to a Mortgage Loan, the last day of a month
on which the Settlement Date can occur if accrued interest for such month is to
be collected by Takeout Investor.

      "Defective Mortgage Loan": With respect to any Mortgage Loan, either (i)
the Document File does not contain a document required to be contained therein,
(ii) a document within a Document File is, in the judgment of Purchaser or
Takeout Investor, defective or inaccurate in any material respect, as determined
upon evaluation of the Document File against the requirements of the Sale
Agreement,(iii) a document in the Document File is not legal, valid and binding,
or (iv) as to such Mortgage Loan, one of the representations and warranties in
Section 9 hereof has been breached and such breach materially and adversely
affects the value of such Mortgage Loan or Purchaser's interest in such Mortgage
Loan.

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

      "Document File": The Credit File and the Custodial File.

      "Due Date": The day of the month on which the Monthly Payment is due on a
Mortgage Loan.

      "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.

                                      -3-
<PAGE>
      "Exhibit B-1 Letter": As defined in Section 2(a).

      "Exhibit C-1 Letter": As defined in Section 2(a).

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

      "FDIC": Federal Deposit Insurance Corporation or any successor thereto.

      "FHLMC": Freddie Mac or any successor thereto.

      "FNMA": Fannie Mae or any successor thereto.

      "GAAP": Generally accepted accounting principles as in effect from time to
time in the United States of America.

      "GNMA": Government National Mortgage Association or any successor thereto.

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

      "Indebtedness" shall mean, for any Person: (a) obligations created, issued
or incurred by such Person for borrowed money (whether by loan, the issuance and
sale of debt securities or the sale of property to another Person subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
from such Person); (b) obligations of such Person to pay the deferred purchase
or acquisition price of property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the
ordinary course of business so long as such trade accounts payable are payable
within 90 days of the date the respective goods are delivered or the respective
services are rendered; (c) Indebtedness of others secured by a Lien on the
property of such Person, whether or not the respective Indebtedness so secured
has been assumed by such Person; (d) obligations (contingent or otherwise) of
such Person in respect of letters of credit or similar instruments issued or
accepted by banks and other financial institutions for account of such Person;
(e) all obligations of such Person to pay rent or other amounts under a lease of
(or other agreement conveying the right to use) property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP; (f) obligations of such Person
under repurchase agreements or like arrangements; (g) Indebtedness of others
guaranteed by such Person; (h) all obligations of such Person incurred in
connection with the acquisition or carrying of fixed assets by such Person; (i)
Indebtedness of general partnerships of which such Person is a general partner;
and (j) any other indebtedness of such Person by a note, bond, debenture or
similar instrument.

      "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 Delaware
corporation, or any successor in interest thereto.

                                      -4-
<PAGE>
      "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 schedule attached to the related Participation
Certificate.

      "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.

      "Monthly Payment": The scheduled monthly payment of principal and interest
on a Mortgage Loan.

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

      "Mortgage Interest Rate": The annual rate of interest borne on a Mortgage
Note.

      "Mortgage Loan": A mortgage loan which is subject to this
Agreement, and which satisfies the requirements of the Sale Agreement as the
same may be modified from time to time.

      "Mortgage Loan Pool": A group of Mortgage Loans purchased by Purchaser
hereunder and subject to a single Confirmation.

      "Mortgage Loan Schedule": The schedule of Mortgage Loans, attached hereto
as Exhibit L, delivered to Purchaser by Seller on each Purchase Date in a form,
and containing information, acceptable to Purchaser.

      "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.

      "NCUA": National Credit Union Administration, or any successor thereto.

      "Net Carry Adjustment": As defined in Section 4(b).

      "Net Worth" shall mean, with respect to any Person, the excess of total
assets of such Person, over total liabilities of such Person, determined in
accordance with GAAP.

      "Notice of Rejection of Trade Assignment": With respect to any
Mortgage Loan that Purchaser elects not to purchase, a notification by Purchaser
to Takeout Investor in the form of Exhibit G.

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

                                      -5-
<PAGE>
      "Parent Company": A corporation or other entity owning at least 50% of the
outstanding shares of voting stock of Seller.

      "Pass-Through Rate": With respect to each Mortgage Loan Pool purchased by
Purchaser hereunder, the rate at which interest from the Mortgage is passed
through to Purchaser which initially shall be the rate of interest specified in
the related Confirmation as the Pass-Through Rate, subject to adjustment in the
manner agreed to by Purchaser and Seller.

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

      "Price Adjustment": With respect to a Takeout Commitment, the incremental
percentage by which the Trade Price is adjusted by applying the appropriate
formula set forth in a Price Adjustment summary sheet delivered by Purchaser to
Seller which Price Adjustment summary sheet may be amended from time to time by
Purchaser's delivery to Seller of a new Price Adjustment summary sheet.

      "Purchase Date": With respect to any Mortgage Loan Pool purchased by
Purchaser hereunder, the date of payment thereof by Purchaser to Seller of the
Purchase Price.

      "Purchase Price": With respect to each Mortgage Loan Pool purchased by
Purchaser hereunder, an amount equal to the Trade Principal less an amount equal
to the product of the Trade Principal and the Discount.

      "Purchaser": Greenwich Capital Financial Products, Inc. and its successors
in interest, including, but not limited to, a party to whom a Trust Receipt is
assigned as provided hereunder and in the Custodial Agreement.

      "Purchaser's Wire Instructions": The wire instructions set forth in a
letter in the form of Exhibit E.

      "Sale Agreement": The agreement providing for the purchase by Takeout
Investor of Mortgage Loans from Seller.

      "SEC": The Securities Exchange Commission or any successor thereto.

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

      "Seller's Wire Instructions": The wire instructions set forth in a letter
in the form of Exhibit C-2.

      "Settlement Date": With respect to any Mortgage Loan, the date of payment
thereof by Takeout Investor to Purchaser of the Takeout Proceeds.

      "Settlement Modification Letter": A letter in the form of Exhibit H.

      "Security": A GNMA Security, a FNMA Security or a FHLMC Security.

                                      -6-
<PAGE>
      "Successor Servicer": An entity designated by Purchaser, with notice
provided in conformity with Section 17, to replace Seller as issuer and
servicer, mortgagee or seller/servicer of the Mortgage Loans evidenced by a
Trust Receipt.

      "Takeout Commitment": A commitment of Seller to sell one or more Mortgage
Loans to Takeout Investor and of Takeout Investor to purchase one or more
Mortgage Loans from Seller.

      "Takeout Confirmation": The written notification to Seller from Takeout
Investor containing all of the relevant details of the Takeout Commitment, which
notification may take the form of a trade confirmation.

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

      "Takeout Proceeds": With respect to any Mortgage Loan Pool, the related
Trade Principal plus accrued interest as calculated in accordance with Section
4(c), as amended by any related Settlement Modification Letter accepted by
Purchaser.

      "Tangible Net Worth" shall mean, with respect to any Person, as of any
date of determination, the consolidated Net Worth of such Person and its
subsidiaries, less the consolidated net book value of all assets of such Person
and its subsidiaries (to the extent reflected as an asset in the balance sheet
of such Person or any subsidiary at such date) which will be treated as
intangibles under GAAP, including, without limitation, such items as deferred
financing expenses, net leasehold improvements, good will, trademarks, trade
names, service marks, copyrights, patents, licenses and unamortized debt
discount and expense.

      "Third Party Underwriter": Any third party, including but not limited to a
mortgage loan pool insurer, who underwrites the Mortgage Loan(s) prior to the
purchase by Purchaser of the related Mortgage Loan Pool.

      "Third Party Underwriter's Certificate": A certificate issued by a Third
Party Underwriter with respect to a Mortgage Loan, certifying that such Mortgage
Loan complies with its underwriting requirements.

      "Total Indebtedness" shall mean with respect to any Person, for any
period, the aggregate Indebtedness of such Person and its subsidiaries during
such period, less the amount of any nonspecific consolidated balance sheet
reserves maintained in accordance with GAAP.

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

      "Trade Price": The trade price set forth on a Takeout Commitment less any
applicable Price Adjustment.

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

      "Trust Receipt": A trust receipt issued by the Custodian evidencing the
Mortgage Loan Pool it holds, in the form attached hereto as Exhibit A, and
delivered to Purchaser by the Custodian in accordance with Section 2 hereof.

                                      -7-
<PAGE>
      "Warehouse Lender": Any lender providing financing to Seller for the
purpose of originating or purchasing Mortgage Loans which prior to the Purchase
Date has a security interest in such Mortgage Loans as collateral for the
obligations of Seller to such lender.

      "Warehouse Lender's Wire Instructions": The wire instructions set forth in
a letter in the form of Exhibit B-2.

      Section 2.      Procedures for Purchases of Mortgage Loans.

      (a)   Purchaser may, in its sole discretion, from time to time, purchase
one or more Mortgage Loan Pools from Seller. Prior to Purchaser's actual
purchase of any Mortgage Loan Pool, Purchaser shall have received from Custodian
(i) by facsimile, a Notice of Intent to Issue Trust Receipt, (ii) by facsimile,
the Trust Receipt covering all Mortgage Loans (including the Mortgage Loan Pool
being purchased) relating to Cash Window Transactions or Conduit Transactions,
as applicable, fully completed and authenticated by Custodian, with the original
Trust Receipt sent by overnight mail to arrive on the Business Day after the day
it is sent by facsimile, (iii) a copy of the Takeout Confirmation related to the
Mortgage Loan(s) in such Mortgage Loan Pool, together with a Trade Assignment in
the form of Exhibit D-1 or Exhibit D-2, executed by Seller and Takeout Investor
and (iv) an original letter in the form of Exhibit B-1 (an "Exhibit B-1 Letter")
from the applicable Warehouse Lender (if any), or an original letter in the form
of Exhibit C-1 (an "Exhibit C-1 Letter") in the event that there is no Warehouse
Lender.

      (b)   Simultaneously with the payment by Purchaser of the Purchase Price,
in accordance with the Warehouse Lender's Wire Instructions or Seller's Wire
Instructions, as applicable, with respect to a Mortgage Loan Pool, Seller hereby
conveys to Purchaser all of Seller's right, title and interest in and to the
related Mortgage Loan(s) free and clear of any lien, claim or encumbrance.
Notwithstanding the satisfaction by Seller of the conditions specified in this
Section 2, Purchaser is not obligated to purchase any Mortgage Loans offered to
it hereunder.

      (c)   If Purchaser elects to purchase any Mortgage Loan Pool,
Purchaser shall pay the amount of the Purchase Price for such Mortgage Loan Pool
by wire transfer of immediately available funds in accordance with the Warehouse
Lender's Wire Instructions or if there is no Warehouse Lender, Seller's Wire
Instructions. Upon such payment and not otherwise, Purchaser shall be deemed to
have accepted the related Trade Assignment. Seller shall not offer for sale to
Purchaser any Mortgage Loan as to which the Expiration Date of the related
Takeout Commitment is two (2) Business Days or less following the Purchase Date.

      (d)   In the event that Purchaser rejects a Mortgage Loan for purchase for
any reason and/or does not transmit the applicable Purchase Price, (i) the Trust
Receipt delivered by Custodian to Purchaser in anticipation of such purchase
shall automatically be null and void and the previously existing Trust Receipt
for that type of transaction shall be in full force and effect, (ii) Purchaser
shall not consummate the transactions contemplated in the applicable Takeout
Confirmation and shall deliver to Takeout Investor (with a copy to Seller and
Custodian) a Notice of Rejection of Trade Assignment, provided, however, that
failure of Purchaser to give such notice shall not affect the rejection by
Purchaser of the Trade Assignment, and (iii) if Purchaser shall nevertheless
receive any portion of the related Takeout Proceeds, Purchaser shall promptly
pay such Takeout Proceeds to Seller in accordance with Seller's Wire
Instructions.

                                      -8-
<PAGE>
      (e)   The terms and conditions of the purchase of each Mortgage Loan Pool
shall be as set forth in this Agreement.

      Section 3.      Sale of Mortgage Loans to Takeout Investor.

      (a)   With respect to Mortgage Loan(s) that Purchaser has elected to
purchase, Purchaser may, at its option, either (i) instruct Custodian to deliver
to Takeout Investor, in accordance with Takeout Investor's instructions, the
Custodial File in respect of such Mortgage Loans, in the manner and at the time
set forth in the Custodial Agreement, or (ii) provide for the delivery of the
Custodial File through an escrow arrangement satisfactory to Purchaser and
Takeout Investor. Seller shall, within ten (10) Business Days following the
Purchase Date, but in no event later than two (2) Business Days prior to the
related Expiration Date, deliver to Takeout Investor the related Credit File and
thereafter any and all additional documents requested by Takeout Investor to
enable Takeout Investor to purchase such Mortgage Loan(s) on or before the
related Expiration Date.

      (b)   Except when Purchaser has accepted a Settlement Modification Letter,
unless the Takeout Proceeds are received by Purchaser (in immediately available
funds in accordance with Purchaser's Wire Instructions) with respect to the
Mortgage Loans in a Mortgage Pool, on or before the related Cure Date, the
Completion Fee relating to such Mortgage Pool shall not be payable until the
earlier to occur of (1) the date of receipt by Purchaser of the Takeout Proceeds
and, (2) the satisfaction by Seller of its obligations pursuant to the exercise
by Purchaser of any remedial election authorized by this Section 3. Upon receipt
by Purchaser, prior to the Cure Date, of a Settlement Modification Letter, duly
executed by Takeout Investor and Seller, Purchaser may, at its election, agree
to the postponement of the Settlement Date and such other matters as are set
forth in the Settlement Modification Letter. If Purchaser elects to accept a
Settlement Modification Letter, Purchaser shall, not later than two (2) Business
Days after receipt of such Settlement Modification Letter execute the Settlement
Modification Letter and send, via facsimile, copies of such fully executed
Settlement Modification Letter to Seller and Takeout Investor. Upon execution by
Purchaser of a Settlement Modification Letter, Purchaser shall recalculate the
amount of the Completion Fee, if any, due to Seller using the new terms included
in the Settlement Modification Letter and shall pay to Seller, not later than
two (2) Business Days after Takeout Investor's purchase of the related Mortgage
Loans pursuant to such Settlement Modification Letter, the amount of such
recalculated Completion Fee.

      (c)(1) If a breach by Seller of this Agreement results in any Mortgage
Loan being a Defective Mortgage Loan at the time of the delivery of the related
Trust Receipt to Purchaser and in Purchaser's sole judgment the defects in such
Mortgage Loan will not be cured (or in fact are not cured) by Seller prior to
the Cure Date, or in the event that the first Monthly Payment due on the
Mortgage Loan following the Purchase Date is not made within 30 days of its Due
Date, Purchaser, at its election, may require that Seller, upon receipt of
notice from Purchaser of its exercise of such right, either (i) immediately
repurchase Purchaser's ownership interest in such Mortgage Loan by remitting to
Purchaser (in immediately available funds in accordance with Purchaser's Wire
Instructions) the amount paid by Purchaser for such Mortgage Loan plus interest
at the Pass-Through Rate on the principal amount thereof from the date of
Purchaser's purchase of the related Mortgage Loan Pool to the date of such
repurchase or (ii) deliver to Custodian a Mortgage Loan in exchange for such
Mortgage Loan, which newly delivered Mortgage Loan shall be in all respects
acceptable to Purchaser in Purchaser's reasonable discretion. If the aggregate
principal balance of all Mortgage Loan(s) that are accepted by Purchaser
pursuant to clause (ii) of the immediately preceding sentence is less than the
aggregate principal balance of all Mortgage Loan(s) that are being replaced by
such Mortgage Loan(s), Seller shall remit with such Mortgage Loan to Purchaser
an amount equal to the difference between the aggregate principal balance of the
new Mortgage


                                      -9-
<PAGE>
Loan(s) accepted by Purchaser and the aggregate principal balance of the
Mortgage Loan(s) being replaced thereby.

      (c)(2) Seller's rights and obligations to interim service each Mortgage
Loan as provided in this Agreement, shall terminate on the earlier of the
related Settlement Date or the date which is thirty days following the related
Purchase Date; provided that, Purchaser may in its sole discretion extend such
30 day interim servicing period by one or more additional 30 day periods by
providing written notice to Seller prior to the termination of such interim
servicing period. If an Act of Insolvency or any default hereunder by Seller
occurs at any time, Seller's rights and obligations to service the Mortgage
Loan(s), as provided in this Agreement, shall terminate immediately, without any
notice or action by Purchaser. Upon any such termination, Purchaser is hereby
authorized and empowered to sell and transfer such rights to service the
Mortgage Loan(s) for such price and on such terms and conditions as Purchaser
shall reasonably determine, and Seller shall have no right to attempt to sell or
transfer such rights to service. Seller shall perform all acts and take all
actions so that the Mortgage Loan(s) and all files and documents relating to
such Mortgage Loan(s) held by Seller, together with all escrow amounts relating
to such Mortgage Loan(s), are delivered to Successor Servicer. To the extent
that the approval of any Third Party Underwriter or any other insurer or
guarantor is required for any such sale or transfer, Seller shall fully
cooperate with Purchaser to obtain such approval. All amounts paid by any
purchaser of such rights to service the Mortgage Loan(s) shall be the property
of Purchaser. Upon exercise by Purchaser of its remedies under this Section
3(c)(2), Purchaser's obligation to pay and Seller's right to receive any portion
of the Completion Fee relating to such Mortgage Loan(s) shall automatically be
canceled and become null and void, provided that such cancellation shall in no
way relieve Seller or otherwise affect the obligation of Seller to indemnify and
hold Purchaser harmless as specified in Section 3(e).

      (d)   Each Mortgage Loan delivered to Purchaser hereunder shall be
delivered on a servicing released basis free of any servicing rights in favor of
Seller and free of any title, interest, lien, encumbrance or claim of any kind
of Seller and Seller hereby waives its right to assert any interest, lien,
encumbrance or claim of any kind. Upon transfer of such servicing rights to any
Successor Servicer, Seller shall deliver or cause to be delivered all files and
documents relating to each Mortgage Loan held by Seller to Successor Servicer.
Seller shall promptly take such actions and furnish to Purchaser such documents
that Purchaser deems necessary or appropriate to enable Purchaser to cure any
defect in each such Mortgage Loan or to enforce such Mortgage Loans, as
appropriate.

      (e)   In the event that a Mortgage Loan or Mortgage Pool is not purchased
by a Takeout Investor on or before the Cure Date, upon not less than five (5)
days notice from Purchaser to Seller, Seller shall use best efforts to obtain a
Commitment from another Takeout Investor to purchase such Mortgage Loan or
Mortgage Pool.

      (f)   Seller agrees to indemnify and hold Purchaser and its assigns
harmless from and against all Losses resulting from or relating to any breach or
failure to perform by Seller of any representation, warranty, covenant, term or
condition made or to be performed by Seller under this Agreement.

      (g)   No exercise by Purchaser of its rights under this Section 3 shall
relieve Seller of responsibility or liability for any breach of this Agreement.

      (h)   In addition to any rights and remedies of Purchaser provided by this
Agreement and by law, Purchaser shall have the right, without prior notice to
Seller, any such notice being expressly waived by Seller to the extent permitted
by applicable law, upon any amount becoming due and payable by Seller hereunder
to set-off and appropriate and apply against such amount any and all Property
and


                                      -10-
<PAGE>
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by Purchaser or any Affiliate thereof to or
for the credit or the account of Seller (including, without limitation, the
amount of any accrued and unpaid Completion Fees). Purchaser may also set-off
cash and all other sums or obligations owed by Purchaser or its Affiliates to
Seller (whether under this Agreement or under any other agreement between the
parties or between Seller and any Affiliate of Purchaser) against all of
Seller's obligations to Purchaser or its Affiliates (whether under this
Agreement or under any other agreement between the parties or between Seller and
any Affiliate of Purchaser), whether or not such obligations are then due. The
exercise of any such right of set-off shall be without prejudice to Purchaser's
or its Affiliate's right to recover any deficiency.

      (i)   Seller agrees that, with respect to any Mortgage Loan Pool purchased
by Purchaser, the related Takeout Commitment shall have an Expiration Date which
is not later than 45 calendar days after the related Purchase Date. Seller
further agrees that any additional Takeout Commitment that it obtains with
respect to such Mortgage Loan Pool if the initial Takeout Investor does not
perform under such Takeout Commitment shall have an Expiration Date which is not
later than 60 calendar days after the related Purchase Date. Seller has not and
will not take any action, or fail to act where action is required, the result of
which would be to impair any Trade Assignment.

      (j)   Seller shall notify and provide Purchaser with copies of any changes
made to the Sale Agreement or any other correspondent agreements between Seller
and any Takeout Investor within 2 Business Days of such change.

      Section 4.      Completion Fee.

      (a)   With respect to each Mortgage Loan Pool that Purchaser elects to
purchase hereunder, Purchaser shall pay to Seller a Completion Fee subject to
the terms of this Agreement. The Completion Fee shall be payable by Purchaser as
provided in subsection (d) below.

      (b)   For purposes of calculating that portion of the Completion Fee
composed of the "Net Carry Adjustment", the Net Carry Adjustment shall be an
amount (which may be a negative number) equal to (A) the product obtained by
multiplying the number of days in the period beginning on the Purchase Date to
but not including the Settlement Date and the difference between (i) the product
of the rate of interest to be borne by the related Mortgage Loans in the
Mortgage Pool and the aggregate principal amount of such Mortgage Loans and (ii)
the daily application of the applicable Pass-Through Rate to the Purchase Price;
divided by (B) 360.

      (c)   If a Mortgage Loan Pool is purchased by Purchaser in the month prior
to the month in which the related Settlement Date occurs, (A) all interest which
accrues on the related Mortgage Loans, on and after the Purchase Date, through
the last day of any month prior to the month in which such Settlement Date
occurs, shall be paid to Purchaser by Seller, as interim servicer, on a monthly
basis on the earlier of (i) the second Business Day of the month following the
month such interest accrued or (ii) related Settlement Date and (B) all interest
which accrues on the Mortgage Loans in such Mortgage Loan Pool on and after the
first day of the month in which such Settlement Date occurs, through the day
immediately prior to such Settlement Date, will be paid to Purchaser by Takeout
Investor on such Settlement Date unless such Settlement Date occurs after the
Cut-off Date of such month in which event Seller, as interim servicer, shall pay
such amount to Purchaser on such Settlement Date. If a Mortgage Loan Pool is
purchased by Purchaser in the same month in which the related Settlement Date
occurs, (A)


                                      -11-
<PAGE>
all interest, if any, which accrues on such Mortgage Loan(s) from the first day
of such month to but not including the related Purchase Date shall be paid by
Purchaser to Seller on such Settlement Date, and (B) all interest which accrues
on such Mortgage Loan(s), on and after the Purchase Date to but not including
the Settlement Date will be paid to Purchaser by Takeout Investor on the
Settlement Date unless such Settlement Date occurs after the Cut-off Date or in
a month in which interest has been prepaid by the Mortgagor in either of which
events Seller, as interim servicer, shall pay such amount to Purchaser on such
Settlement Date. For purposes of this paragraph all interest payments shall be
deemed to accrue at the applicable rate set forth in the related Takeout
Commitment.

      (d)   The Completion Fee relating to each Mortgage Loan Pool is payable on
the date of receipt by Purchaser of the Trade Price.

      Section 5.      Servicing of the Mortgage Loans.

      (a)   Upon payment of the Purchase Price, Purchaser shall own all source
files, documents, agreements and papers related to servicing the Mortgage Loans
and shall own all derivative information created by Seller or other third party
used or useful in servicing the Mortgage Loans. Seller shall interim service and
administer the Mortgage Loan(s) on behalf of Purchaser in accordance with
prudent mortgage loan servicing standards and procedures generally accepted by
prudent lenders in the mortgage banking industry and in accordance with the
requirements of Takeout Investor, provided that Seller shall at all times comply
with applicable law and the terms of the related Mortgage Loan Documents, and
the requirements of any applicable insurer or guarantor including, without
limitation, any Third Party Underwriter, so that the insurance in respect of any
Mortgage Loan is not voided or reduced. Seller shall at all times maintain
accurate and complete records of its interim servicing of each Mortgage Loan,
and Purchaser may, at any time during Seller's business hours on reasonable
notice, examine and make copies of such records. At the request and in
accordance with the directions of Purchaser, Seller shall deliver to Purchaser
copies of any Credit Files within 3 Business Days of such request by Purchaser.
In addition, upon not less than 2 Business Days notice to Seller, Purchaser
shall have the right to perform a due diligence review of Seller, including
Seller's servicing capabilities.

      If a Mortgage Loan is not purchased by Takeout Investor on or before the
Cure Date, Seller shall at Purchaser's request deliver to Purchaser monthly
reports regarding the status of such Mortgage Loan, which reports shall include,
but shall not be limited to, a description of each Mortgage Loan in default for
more than thirty (30) days, and such other circumstances with respect to any
Mortgage Loan (whether or not such Mortgage Loan is included in the foregoing
list) that could materially adversely affect any such Mortgage Loan, Purchaser's
ownership of any such Mortgage Loan or the collateral securing any such Mortgage
Loan. Seller shall deliver such a report to Purchaser every thirty (30) days
until (i) the purchase by Takeout Investor of such Mortgage Loan pursuant to the
related Takeout Commitment or (ii) the exercise by Purchaser of any remedial
election pursuant to Section 3.

      (b)   At Purchaser's request at any time, Seller shall establish and
maintain a separate custodial account (the "Custodial Account") entitled "The
New York Mortgage Company, LLC, in trust for Greenwich Capital Financial
Products, Inc. and its assignees under the Mortgage Loan Purchase and Sale
Agreement dated as of September 1, 2003" and shall promptly deposit into such
account in the form received with any necessary endorsements all collections
received in respect of each Mortgage Loan that are payable to Purchaser as the
owner of each such Mortgage Loan.

                                      -12-
<PAGE>
      (c)   Amounts deposited in the Custodial Account with respect to any
Mortgage Loan shall be held in trust for Purchaser as the owner of such Mortgage
Loan and shall be released only as follows:

      (1) Except as otherwise provided in Section 5(c)(2), following receipt by
      Purchaser or its designee of the Takeout Proceeds for such Mortgage Loan
      from Takeout Investor, amounts deposited in the Custodial Account related
      to such Mortgage Loan not otherwise subject to setoff as provided
      hereunder shall be released to Seller. The amounts paid to Seller (if any)
      pursuant to this Section 5(c)(1) shall constitute Seller's sole
      compensation for interim servicing the Mortgage Loans as provided in this
      Section 5.

      (2) If Successor Servicer takes delivery of such Mortgage Loan (either
      under the circumstances set forth in Section 3 or otherwise), all amounts
      deposited in the Custodial Account shall be paid to Purchaser promptly
      upon such delivery.

      (3) If a Mortgage Loan is not purchased by Takeout Investor on or before
      the Cure Date, during the period thereafter that Seller remains as interim
      servicer, all amounts deposited in the Custodial Account shall be released
      only in accordance with a Purchaser's written instructions.

      Section 6.      Trade Assignments. Seller hereby assigns to Purchaser,
free of any security interest, lien, claim or encumbrance of any kind, Seller's
rights, under each Takeout Commitment as to which Takeout Investor has consented
to assignment, to deliver the Mortgage Loan(s) specified therein to the related
Takeout Investor and to receive the Takeout Proceeds therefor from such Takeout
Investor. Purchaser shall not be deemed to have accepted any Trade Assignment
unless and until it purchases the related Mortgage Loans, and nothing set forth
herein shall be deemed to impair Purchaser's right to reject any Mortgage Loan
for any reason, in its sole discretion.

      Section 7.      Transfers of Beneficial Interest in Mortgage Loans by
Purchaser. Purchaser may, in its sole discretion, assign all of its right, title
and interest in or grant a security interest in any Mortgage Loan sold by Seller
hereunder and all rights of Purchaser under this Agreement and the Custodial
Agreement, in respect of such Mortgage Loan to a third party (each, an
"Assignee"). It is anticipated that such assignment to an Assignee will be made
by Purchaser, and Seller hereby irrevocably consents to such assignment. No
notice of such assignment shall be given by Purchaser to Seller or Takeout
Investor. Assignment by Purchaser of the Mortgage Loans as provided in this
Section 7 shall not release Purchaser from its obligations otherwise under this
Agreement. Without limitation of the foregoing, an assignment of the Mortgage
Loans to an Assignee, as described in this Section 7, shall be effective upon
delivery to the Assignee of a duly executed and authenticated Trust Receipt.

      Section 8.      Record Title to Mortgage Loans; Intent of Parties;
Security Interest.

      (a)   From and after the issuance and delivery of the related Trust
Receipt, and subject to the remedies of Purchaser in Section 3, Seller may
remain the last named payee or endorsee of each Mortgage Note and (except with
respect to any MERS Mortgage Loan) the mortgagee or assignee of record of each
Mortgage in trust for the benefit of Purchaser, for the sole purpose of
facilitating the servicing of such Mortgage Loan. Notwithstanding the foregoing,
beneficial ownership of each Mortgage and the related Mortgage Note shall be
vested solely in Purchaser or the appropriate designee of Purchaser, as the case
may be. All rights arising out of the Mortgage Loans including, but not limited
to,


                                      -13-
<PAGE>
all funds received by Seller after the related Purchase Date on or in connection
with a Mortgage Loan shall be vested in Purchaser or one or more designees of
Purchaser.

      (b)   Seller shall maintain a complete set of books and records for each
Mortgage Loan which shall be clearly marked to reflect the ownership interest in
each Mortgage Loan of the holder of the related Trust Receipt. Upon the request
of Purchaser, Seller shall prepare and deliver to MERS an assignment of Mortgage
from MERS to Purchaser or its designee. Seller shall cause such assignment of
Mortgage to be recorded in the public land records upon request of Purchaser. At
any time during the term of this Agreement, Purchaser or the Takeout Investor,
as the case may be, may direct Seller to cause any MERS Mortgage Loan to be
deactivated from the MERS system. In connection with such deactivation, Seller
shall notify MERS and prepare an assignment of Mortgage from MERS to Purchaser
or its designee. In the event that Purchaser specifies that any such assignment
be made to Seller, such assignment shall be for the sole purpose of facilitating
the servicing of such Mortgage Loan and Seller shall also prepare an assignment
of Mortgage in recordable form from Seller to Purchaser or its designee and
deliver such unrecorded assignment of Mortgage to the Custodian pursuant to the
terms and conditions of the Custodial Agreement.

      (c)   Purchaser and Seller confirm that the transactions contemplated
herein are intended to be sales of the Mortgage Loans by Seller to Purchaser
rather than borrowings secured by the Mortgage Loans. In the event, for any
reason, any transaction is construed by any court or regulatory authority as a
borrowing rather than as a sale, Seller and Purchaser intend that Purchaser or
its Assignee, as the case may be, shall have a perfected first priority security
interest in the Mortgage Loans, the servicing rights appurtenant to the Mortgage
Loans, the Custodial Account, and all proceeds thereof, the Takeout Commitments
and the proceeds of any and all of the foregoing (collectively, the
"Collateral"), free and clear of adverse claims. In such case, Seller shall be
deemed to have hereby granted to Purchaser or Assignee, as the case may be, a
first priority security interest in and lien upon the Collateral, free and clear
of adverse claims. In such event, this Agreement shall constitute a security
agreement, the Custodian shall be deemed to be an independent custodian for
purposes of perfection of the security interest granted to Purchaser or
Assignee, as the case may be, and Purchaser or Assignee, as the case may be,
shall have all of the rights of a secured party under applicable law.

      Section 9.      Representations and Warranties.

      (a)   Seller hereby represents and warrants to Purchaser as of the date
hereof and as of the date of each issuance and delivery of a Trust Receipt that:

      (i)   Seller is duly organized, validly existing and in good standing
      under the laws of the state of its organization and has all licenses
      necessary to carry on its business as now being conducted and is licensed,
      qualified and in good standing in the state where the Mortgaged Property
      is located if the laws of such state require licensing or qualification in
      order to conduct business of the type conducted by Seller. Seller has all
      requisite power and authority (including, if applicable, corporate power)
      to execute and deliver this Agreement and to perform in accordance
      herewith; the execution, delivery and performance of this Agreement
      (including all instruments of transfer to be delivered pursuant to this
      Agreement) by Seller and the consummation of the transactions contemplated
      hereby have been duly and validly authorized; this Agreement evidences the
      valid, binding and enforceable obligation of Seller; and all requisite
      action (including, if applicable, corporate action) has been taken by
      Seller to make this Agreement valid and binding upon Seller in accordance
      with its terms;

                                      -14-
<PAGE>
      (ii)  No approval of the transactions contemplated by this Agreement from
      the OTS, the NCUA, the FDIC or any similar federal or state regulatory
      authority having jurisdiction over Seller is required, or if required,
      such approval has been obtained. There are no actions or proceedings
      pending or affecting Seller which would adversely affect its ability to
      perform hereunder. The transfers, assignments and conveyances provided for
      herein are not subject to the bulk transfer or any similar statutory
      provisions in effect in any applicable jurisdiction;

      (iii) The consummation of the transactions contemplated by this Agreement
      are in the ordinary course of business of Seller and will not result in
      the breach of any term or provision of the charter or by-laws of Seller or
      result in the breach of any term or provision of, or conflict with or
      constitute a default under or result in the acceleration of any obligation
      under, any agreement, indenture or loan or credit agreement or other
      instrument to which Seller or its property is subject, or result in the
      violation of any law, rule, regulation, order, judgment or decree to which
      Seller or its property is subject;

      (iv)  This Agreement, the Custodial Agreement and every document to be
      executed by Seller pursuant to this Agreement is and will be valid,
      binding and subsisting obligations of Seller, enforceable in accordance
      with their respective terms. No consents or approvals are required to be
      obtained by Seller or its Parent Company, if any, for the execution,
      delivery and performance of this Agreement or the Custodial Agreement by
      Seller;

      (v)   Seller has not sold, assigned, transferred, pledged or hypothecated
      any interest in any Mortgage Loan sold hereunder to any person other than
      Purchaser, and upon delivery of a related Trust Receipt to Purchaser,
      Purchaser will be the sole owner thereof, free and clear of any lien,
      claim or encumbrance;

      (vi)  Neither this Agreement nor any information relating to Seller that
      Seller has delivered or caused to be delivered to Purchaser, including,
      but not limited to, all documents related to this Agreement, the Custodial
      Agreement or Seller's financial statements, contains any untrue statement
      of a material fact or omits to state a material fact necessary to make the
      statements made therein or herein in light of the circumstances under
      which they were made, not misleading. Since the furnishing of such
      documents or information, there has been no change, nor any development or
      event involving a prospective change that would render any of such
      documents or information untrue or misleading in any material respect;

      (vii) There is no pending or threatened action, suit, proceeding, inquiry
      or investigation, at law or in equity or before or by any court,
      administrative body or other tribunal (A) that might prohibit Seller's
      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 Seller of its obligations under, or validity or
      enforceability of, this Agreement;

      (viii) Seller's Tangible Net Worth is not less than $8,000,000. The ratio
      of Seller's Total Indebtedness to Tangible Net Worth is not greater than
      20:1; and

                                      -15-
<PAGE>
      (ix)  Seller maintains a committed warehouse facility in an amount equal
      to not less than $__ million which is in full force and effect, with a
      third party lender which is not an Affiliate of Seller.

      (b)   Seller hereby represents and warrants to Purchaser as of the date
hereof, as of the date of delivery of each Mortgage Pool and as of each Purchase
Date that the Custodian is an eligible custodian as determined by FNMA, FHLMC
and GNMA, and is not an Affiliate of Seller.

      (c)   Seller hereby represents and warrants to Purchaser with respect to
each Mortgage Loan as of each Purchase Date of the related Mortgage Loan that:

      (i)   The Mortgage Loan conforms in all respects to the requirements of
      this Agreement, the Sale Agreement, the Commitment Guidelines, MERS, if
      applicable, the Takeout Investor and the requirements of the related Third
      Party Underwriter's Certificate;

      (ii)  Seller is the sole owner and holder of the Mortgage Loan free and
      clear of any and all liens, pledges, charges or security interests of any
      nature and has full right and authority, subject to no interest or
      participation of, or agreement with, any other party, to sell and assign
      the same pursuant to this Agreement;

      (iii) No servicing agreement has been entered into with respect to the
      Mortgage Loan, or any such servicing agreement has been terminated and
      there are no restrictions, contractual or governmental, which would impair
      the ability of Purchaser or Purchaser's designees from servicing the
      Mortgage Loan;

      (iv)  The Mortgage is a valid and subsisting first lien on the property
      therein described, as specified on the Mortgage Loan Schedule and the
      Mortgaged Property is free and clear of all encumbrances and liens having
      priority over the lien of the Mortgage except for liens for real estate
      taxes and special assessments not yet due and payable. Any pledge account,
      security agreement, chattel mortgage or equivalent document related to,
      and delivered to Purchaser with the Mortgage, establishes in Seller a
      valid and subsisting lien on the property described and the priority
      provided therein, and Seller has full right to sell and assign the same to
      Purchaser;

      (v)   Neither Seller nor any prior holder of the Mortgage has modified the
      Mortgage in any material respect; satisfied, canceled or subordinated the
      Mortgage in whole or in part; released the Mortgaged Property in whole or
      in part from the lien of the Mortgage; or executed any instrument of
      release, cancellation, modification or satisfaction unless such release,
      cancellation, modification or satisfaction does not adversely affect the
      value of the Mortgage Loan and is contained in the related Document File;

      (vi)  The Mortgage Loan is not in default, and all Monthly Payments due
      prior to the Purchase Date and all taxes, governmental assessments,
      insurance premiums, water, sewer and municipal charges, leasehold payments
      or ground rents have been paid. Seller has not advanced funds, or induced
      or solicited any advance of funds by a party other than the Mortgagor
      directly or indirectly, for the payment of any amount required by the
      Mortgage Loan. The collection practices used by each entity which has
      serviced the


                                      -16-
<PAGE>
      Mortgage Loan have been in all respects legal, proper, prudent, and
      customary in the mortgage servicing business. With respect to escrow
      deposits and payments in those instances where such were required, there
      exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been made and no escrow
      deposits or payments or other charges or payments have been capitalized
      under any Mortgage or the related Mortgage Note;

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

      (viii) The Mortgage Loan is 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 or the Mortgage, or
      the exercise of any right thereunder, render either the Mortgage Note or
      the Mortgage unenforceable, in whole or in part, or subject to any right
      of rescission, set-off, counterclaim or defense, including the defense of
      usury, and no such right of rescission, set-off, counterclaim or defense
      has been asserted with respect thereto;

      (ix)  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. All parties to the Mortgage Note and the
      Mortgage had legal capacity to execute the Mortgage Note and the Mortgage
      and each Mortgage Note and Mortgage have been duly and properly executed
      by the Mortgagor;

      (x)   The Mortgage Loan meets, or is exempt from, applicable state or
      federal laws, regulations and other requirements pertaining to usury, and
      the Mortgage Loan is not usurious;

      (xi)  Any and all requirements of any federal, state or local law
      including, without limitation, truth-in-lending, real estate settlement
      procedures, consumer credit protection, equal credit opportunity or
      disclosure laws applicable to the Mortgage Loan have been complied with,
      and Seller shall deliver to Purchaser upon demand, evidence of compliance
      with all such requirements;

      (xii) Either: (A) Seller and every other holder of the Mortgage, if any,
      were authorized to transact and do business in the jurisdiction in which
      the Mortgaged Property is located at all times when such party held the
      Mortgage; or (B) the loan of mortgage funds, the acquisition of the
      Mortgage (if Seller was not the original lender), the holding of the
      Mortgage and the transfer of the Mortgage did not constitute the
      transaction of business or the doing of business in such jurisdiction;

      (xiii) The proceeds of the Mortgage Loan have been fully disbursed, there
      is no requirement for future advances thereunder and any and all
      requirements as to completion of any on site or off-site improvements and
      as to disbursements of any escrow funds, therefore, have been complied
      with. All costs, fees and expenses incurred in making, closing or
      recording the Mortgage Loans were paid;

                                      -17-
<PAGE>
      (xiv) The related Mortgage contains customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate
      for the realization against the Mortgaged Property of the benefits of the
      security, including, (i) in the case of a Mortgage designated as a deed of
      trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
      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;

      (xv)  The Mortgage Loan was originated free of any "original issue
      discount" with respect to which the owner of the Mortgage Loan could be
      deemed to have income pursuant to Sections 1271 et seq. of the Internal
      Revenue Code;

      (xvi) Each Mortgage Loan was originated by an institution described in
      Section 3(a)(41)(A)(ii) of the Securities Exchange Act of 1934, as
      amended;

      (xvii) At origination, the Mortgaged Property was free and clear of all
      mechanics' and materialmen's liens or liens in the nature thereof which
      are or could be prior to the Mortgage lien, and no rights are outstanding
      that under law could give rise to any such lien;

      (xviii) All of the improvements which are included for the purpose of
      determining the Appraised Value of the Mortgaged Property lie wholly
      within the boundaries and building restriction lines of such property, and
      no improvements on adjoining properties encroach upon the Mortgaged
      Property;

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

      (xx)  There is no proceeding pending for the total or partial condemnation
      of the Mortgaged Property and said property is undamaged by waste, fire,
      earthquake or earth movement, windstorm, flood, tornado or other casualty;

      (xxi) The Custodial File contains and the Credit File contains or shall
      contain prior to the Cure Date each of the documents and instruments
      specified to be included therein duly executed and in due and proper form
      and each such document or instrument is either in form acceptable to the
      Applicable Agency or is a uniform instrument. Each Mortgage Note and
      Mortgage are on forms approved by the Applicable Agency with such riders
      as have been approved by the Applicable Agency; Seller is currently in
      possession of the


                                      -18-
<PAGE>
      Custodial File for each Mortgage Loan and is in possession or shall be
      prior to the Expiration Date of the Credit File for each Mortgage Loan and
      there are no custodial agreements in effect adversely affecting the rights
      of Seller to make the deliveries required within the required time. Seller
      shall not deliver a Credit File to Takeout Investor prior to the related
      Commitment Date;

      (xxii) The lien of each Mortgage Loan securing the consolidated principal
      amount thereof is expressly insured as having first lien priority or is
      covered by an attorney's opinion of title acceptable to GNMA, FNMA or
      FHLMC, as applicable, if customarily provided in the jurisdiction in which
      the related Mortgaged Property is located, or a mortgage title insurance
      policy acceptable to FNMA, issued by, and the valid and binding obligation
      of, a title insurer acceptable to FNMA and qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring Seller, its
      successors and assigns, as to the validity and appropriate priority of the
      lien created by the Mortgage in the original principal amount of the
      Mortgage Loan. Seller is the named insured and the sole insured of such
      mortgage title insurance policy, and the assignment to Purchaser of
      Seller's interest in such mortgage title insurance policy does not require
      the consent of or notification to the insurer, such mortgage title
      insurance policy is in full force and effect and will be in full force and
      effect and inure to the benefit of Purchaser upon the consummation of the
      transactions contemplated by this Agreement and no claims have been made
      under such mortgage title insurance policy and no prior holder of the
      related Mortgage, including Seller, has done, by act or omission, anything
      which would impair the coverage of such mortgage title insurance policy;

      (xxiii) All buildings upon the Mortgaged Property are insured 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
      fire and hazard insurance policies with extended coverage or other
      insurance required by the Sale Agreement by insurance companies reasonably
      acceptable to Purchaser, in an amount at least equal to the lesser of (i)
      the outstanding principal balance of the Mortgage Loan or (ii) the maximum
      insurable value (replacement cost without deduction for depreciation) of
      the improvements constituting the Mortgaged Property. If applicable laws
      limit the amount of such insurance to the replacement cost of the
      improvements constituting the Mortgaged Property or to some other amount,
      then such insurance is in an amount equal to the maximum allowed by such
      laws. Such insurance amount is sufficient to prevent the Mortgagor or the
      loss payee under the policy from becoming a co-insurer. The insurer
      issuing such insurance is acceptable pursuant to the Sale Agreement. All
      individual insurance policies contain a standard mortgagee clause naming
      Seller, its successors and assigns, as mortgagee and all premiums thereon
      have been paid and providing that such policy may not be canceled without
      prior notice to Seller. Any proceeds of such insurance shall be held in
      trust for the benefit of Purchaser. Each Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance at Mortgagor's cost and expense,
      and upon the Mortgagor's failure to do so, authorizes the holder of the
      Mortgage to obtain and maintain such insurance at Mortgagor's cost and
      expense and to seek reimbursement therefor from the Mortgagor. Any flood
      insurance required by applicable law has been obtained;

      (xxiv) The original principal amount of the related Mortgage Note either
      (a) was not more than 80% of the lesser of (i) the purchase price of the
      Mortgaged Property paid by


                                      -19-
<PAGE>
      the Mortgagor at the origination of the Mortgage Loan and (ii) the
      Appraised Value of the Mortgaged Property, such Appraised Value being, for
      the purposes hereof, the amount set forth in an appraisal made in
      connection with the origination of such Mortgage Loan, or (b) is and will
      be insured as to payment defaults by a policy of primary mortgage guaranty
      insurance in accordance with the Sale Agreement and all provisions of such
      primary mortgage guaranty 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 Loan subject to any such
      policy of primary mortgage guaranty insurance obligates the Mortgagor
      thereunder to maintain such insurance and pay all premiums and charges in
      connection therewith. The original principal amount of each Mortgage Note
      was not more than 100% of the lesser of the Appraised Value or the
      purchase price of the related Mortgaged Property paid by the Mortgagor at
      the origination of the Mortgage Loan. No action, event or state of facts
      exists or has existed which, because of its involving or arising from any
      dishonest, fraudulent, criminal, negligent or knowingly wrongful act,
      error or omission by the Mortgagor or the originator or servicer of the
      Mortgage Loan, would result in the exclusion from, denial of, or defense
      to coverage which otherwise would be provided by such insurance;

      (xxv) At the time that the related Mortgage Loan was made the Mortgagor
      represented that the Mortgagor would occupy such Mortgaged Property as
      Mortgagor's primary residence;

      (xxvi) The Mortgaged Property consists of a single parcel of real
      property;

      (xxvii) There are no circumstances or conditions with respect to the
      Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
      standing that can be reasonably expected to cause private institutional
      investors to regard the Mortgage Loan as an unacceptable investment, cause
      the Mortgage Loan to become delinquent or adversely affect the value or
      marketability of the Mortgage Loan;

      (xxviii) Such Mortgage Loan was, immediately prior to the sale to
      Purchaser of the related Mortgage Loan Pool, owned solely by Seller, is
      not subject to any lien, claim or encumbrance, including, without
      limitation, any such interest pursuant to a loan or credit agreement for
      warehousing mortgage loans, and was originated and serviced in accordance
      with all applicable law and regulations, including without limitation the
      Federal Truth-in-Lending Act, the Real Estate Settlement Procedures Act,
      regulations issued pursuant to any of the aforesaid, and any and all
      rules, requirements, guidelines and announcements of the Applicable
      Agency, and, as applicable, the FHA and VA, as the same may be amended
      from time to time;

      (xxix) To the extent applicable, such Mortgage Loan is either insured by
      the FHA under the National Housing Act, guaranteed by the VA under the
      Servicemen's Readjustment Act of 1944 or is otherwise insured or
      guaranteed in accordance with the requirements of the GNMA, FNMA or FHLMC
      Program, as applicable, and is not subject to any defect that would
      prevent recovery in full or in part against the FHA, VA or other insurer
      or guarantor, as the case may be;

      (xxx) Such Mortgage Loan is in strict compliance with the requirements and
      specifications (including, without limitation, all representations and
      warranties required


                                      -20-
<PAGE>
      in respect thereof) set forth in the GNMA Guide, FNMA Guide or FHLMC
      Guide, or the guide or agreements entered into with any Conduit, as
      applicable;

      (xxxi) To the extent applicable, each Mortgage Loan is being serviced by a
      mortgage sub-servicer having all Approvals necessary to make such Mortgage
      Loan eligible to back a GNMA, FNMA or FHLMC Security, as applicable;

      (xxxii) The Mortgage Note, the Mortgage, an assignment of Mortgage from
      Seller in blank (except with respect to MERS Mortgage Loans), 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;

      (xxxiii) The Mortgage Loan is subject to a valid and enforceable Takeout
      Commitment and Seller has no knowledge that Takeout Investor will not be
      able to perform under the terms of such Takeout Commitment;

      (xxxiv) With respect to each MERS Mortgage Loan, a Mortgage Identification
      Number has been assigned by MERS and such Mortgage Identification Number
      is accurately provided on the Mortgage Loan Schedule. The related
      Assignment of Mortgage to MERS has been duly and properly recorded;

      (xxxv) With respect to each MERS Mortgage Loan, Seller has not received
      any notice of liens or legal actions with respect to such Mortgage Loan
      and no such notices have been electronically posted by MERS; and

      (xxxvi) With respect to any MERS Mortgage Loan, the related Takeout
      Investor has been notified that the mortgagee of record is MERS and has
      consented to such assignment of such MERS Mortgage Loan.

      The representations and warranties of Seller in this Section 9 are
unaffected by and supersede any provision in any endorsement of any Mortgage
Loan or in any assignment with respect to such Mortgage Loan to the effect that
such endorsement or assignment is without recourse or without representation or
warranty.

      Section 10.     Covenants of Seller.  Seller hereby covenants and agrees
with Purchaser as follows:

      (a)   Seller shall deliver to Purchaser:

      (i)   Within ninety (90) days after the end of each fiscal year of Seller,
      the consolidated balance sheets of Seller and its consolidated
      subsidiaries, which will be in conformity with GAAP, and the related
      consolidated statements of income showing the financial condition of
      Seller and its consolidated subsidiaries as of the close of such fiscal
      year, and the results of operations during such year, and a consolidated
      statement of cash flows, as of the close of such fiscal year, setting
      forth, in each case, in comparative form the corresponding figures for the
      preceding year. The foregoing consolidated financial statements are to be
      reported on by, and to carry the report (acceptable in form and content to
      Purchaser) of an independent public accountant of national standing
      acceptable


                                      -21-
<PAGE>
      to Purchaser and are to be accompanied by a letter of management in form
      and substance acceptable to Purchaser;

      (ii)  Within forty-five (45) days after the end of each of the first three
      fiscal quarters of each fiscal year of Seller, unaudited consolidated
      balance sheets and consolidated statements of income, all to be in a form
      acceptable to Purchaser, showing the financial condition and results of
      operations of Seller and its consolidated subsidiaries on a consolidated
      basis as of the end of each such quarter and for the then elapsed portion
      of the fiscal year, setting forth, in each case, in comparative form the
      corresponding figures for the corresponding periods of the preceding
      fiscal year, certified by a financial officer of Seller (acceptable to
      Purchaser) as presenting fairly the financial position and results of
      operations of Seller and its consolidated subsidiaries and as having been
      prepared in accordance with GAAP consistently applied, in each case,
      subject to normal year-end audit adjustments;

      (iii) Promptly upon receipt thereof, a copy of each other report submitted
      to Seller by its independent public accountants in connection with any
      annual, interim or special audit of Seller;

      (iv)  Promptly upon becoming aware thereof, notice of (1) the commencement
      of, or any determination in, any legal, judicial or regulatory
      proceedings, (2) any dispute between Seller or its Parent Company and any
      governmental or regulatory body, (3) any event or condition, which, in any
      case of (1) or (2) if adversely determined, would have a material adverse
      effect on (A) the validity or enforceability of this Agreement, (B) the
      financial condition or business operations of Seller, or (C) the ability
      of Seller to fulfill its obligations under this Agreement or (4) any
      material adverse change in the business, operations, prospects or
      financial condition of Seller, including, without limitation, the
      insolvency of Seller or its Parent Company;

      (v)   Promptly upon becoming available, copies of all financial
      statements, reports, notices and proxy statements sent by its Parent
      Company, Seller or any of Seller's consolidated subsidiaries in a general
      mailing to their respective stockholders and of all reports and other
      material (including copies of all registration statements under the
      Securities Act of 1933, as amended) filed by any of them with any
      securities exchange or with the Securities and Exchange Commission or any
      governmental authority succeeding to any or all of the functions of said
      Commission;

      (vi)  Promptly upon becoming available, copies of any press releases
      issued by its Parent Company or Seller and copies of any annual and
      quarterly financial reports and any reports on Form H-(b)12 which its
      Parent Company or Seller may be required to file with the OTS, SEC, FDIC
      or comparable reports which a Parent Company or Seller may be required to
      file with the OTS, SEC, FDIC or any other federal banking agency
      containing such financial statements and other information concerning such
      Parent Company's or Seller's business and affairs as is required to be
      included in such reports in accordance with the rules and regulations of
      the SEC, OTS, FDIC or such other banking agency, as may be promulgated
      from time to time;

      (vii) Prior to the first Purchase Date hereunder and at the request of
      Purchaser at any time thereafter, a copy of an Officer's Certificate in
      the form attached hereto as Exhibit I


                                      -22-
<PAGE>
      together with (1) the Certificate of Formation of Seller and any
      amendments thereto, certified by the Secretary of State of Seller's state
      of formation, (2) a copy of Seller's limited liability company agreement,
      together with any amendments thereto, and (3) a copy of the resolutions
      adopted by Seller's Board of Managers authorizing Seller to enter into
      this Agreement and the Custodial Agreement and authorizing one or more of
      Seller's officers to execute the documents related to this Agreement and
      the Custodial Agreement. In addition, on each Purchase Date hereunder,
      Seller shall provide to Purchaser an Officer's Certificate in the form
      attached hereto as Exhibit J;

      (viii) Evidence that all other actions necessary or, in the opinion of
      Purchaser, desirable to perfect and protect Purchaser's interest in the
      Mortgage Loans and other Collateral have been taken, including, without
      limitation, duly executed and filed Uniform Commercial Code financing
      statements on Form UCC-1;

      (ix)  Notification of any material adverse change in any committed
      warehouse facility maintained by Seller within two (2) Business days of
      such change; and

      (x)   Such supplements to the aforementioned documents and such other
      information regarding the operations, business, affairs and financial
      condition of its Parent Company, Seller or any of Seller's consolidated
      subsidiaries as Purchaser may request.

      (b)   Neither Seller nor any affiliate thereof will acquire at any time
any economic interest in or obligation with respect to any Mortgage Loan;

      (c)   Under GAAP and for federal income tax purposes, Seller will report
each sale of a Mortgage Loan to the Purchaser hereunder as a sale of the
ownership interest in the Mortgage Loan. Seller has been advised by or has
confirmed with its independent public accountants that the foregoing
transactions will be so classified under GAAP;

      (d)   The consideration received by Seller upon the sale of each Mortgage
Loan Pool will constitute reasonably equivalent value and fair consideration for
the ownership interest in the Mortgage Loans included therein;

      (e)   Seller will be solvent at all relevant times prior to, and will not
be rendered insolvent by, any sale of a Mortgage Loan to the Purchaser;

      (f)   Seller will not sell any Mortgage Loan to the Purchaser with any
intent to hinder, delay or defraud any of Seller's creditors;

      (g)   Seller shall comply, in all material respects, with all laws, rules
and regulations to which it is or may become subject;

      (h)   Seller shall, upon request of Purchaser, promptly execute and
deliver to Purchaser all such other and further documents and instruments of
transfer, conveyance and assignment, and shall take such other action as
Purchaser may require more effectively to transfer, convey, assign to and vest
in Purchaser and to put Purchaser in possession of the property to be
transferred, conveyed, assigned and delivered hereunder and otherwise to carry
out more effectively the intent of the provisions under this Agreement; and

                                      -23-
<PAGE>
      (i)   The Seller is a member of MERS in good standing and current in the
payment of all fees and assessments imposed by MERS, and has complied with all
rules and procedures of MERS. The Seller has entered into the Electronic
Tracking Agreement. 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 for which is recorded in the name
of MERS to be designated a MERS Mortgage Loan 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. In connection with the
assignment of any Mortgage Loan registered on the MERS System, the Seller agrees
that at the request of the Purchaser it will, at the Sellers' own cost and
expense, cause the MERS System to indicate that such Mortgage Loan has been
transferred to the Purchaser in accordance with the terms of this Agreement by
including in MERS' computer files (a) the code in the field which identifies the
specific owner of the Mortgage Loans and (b) the code in the field "Pool Field"
which identifies the series in which such Mortgage Loans were sold. The Seller
further agrees that it will not alter codes referenced in this paragraph with
respect to any Mortgage Loan at any time that such Mortgage Loan is subject to
this Agreement, and the Seller shall retain its membership in MERS at all times
during the term of this Agreement.

      Section 11.     Term. This Agreement shall continue in effect until
terminated as to future transactions by written instruction signed by either
Seller or Purchaser and delivered to the other, provided that no termination
will affect the obligations hereunder as to any of the Mortgage Loans purchased
hereunder.

      Section 12.     Exclusive Benefit of Parties; Assignment. This Agreement
is for the exclusive benefit of the parties hereto and their respective
successors and assigns and shall not be deemed to give any legal or equitable
right to any other person, including the Custodian. Except as provided in
Section 7, no rights or obligations created by this Agreement may be assigned by
any party hereto without the prior written consent of the other parties.

                  Any Person into which Seller may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
Seller shall be a party, or any Person succeeding to the business of Seller,
shall be the successor of 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

      Section 13.     Amendments; Waivers; Cumulative Rights. This Agreement may
be amended from time to time only by written agreement of Seller and Purchaser.
Any forbearance, failure or delay by either party in exercising any right, power
or remedy hereunder shall not be deemed to be a waiver thereof, and any single
or partial exercise by Purchaser of any right, power or remedy hereunder shall
not preclude the further exercise thereof. Every right, power and remedy of
Purchaser shall continue in full force and effect until specifically waived by
Purchaser in writing. No right, power or remedy shall be exclusive, and each
such right, power or remedy shall be cumulative and in addition to any other
right, power or remedy, whether conferred hereby or hereafter available at law
or in equity or by statute or otherwise.

      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.     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


                                      -24-
<PAGE>
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 16.     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 17.     Notices. Any notices, consents, elections, directions and
other communications given under this Agreement shall be in writing and shall be
deemed to have been duly given when telecopied or delivered by overnight
courier, personally delivered, or on the third day following the placing thereof
in the mail, first class postage prepaid, to the respective addresses set forth
on the cover page hereof for Seller and Purchaser, or to such other address as
either party shall give notice to the other party pursuant to this Section 17.
Copies of all notices to Purchaser shall be delivered to the attention of David
Katze. Notices to any Assignee shall be given to such address as Assignee shall
provide to Seller in writing.

      Section 18.     Entire Agreement. This Agreement and the Custodial
Agreement contain the entire agreement between the parties hereto with respect
to the subject matter hereof, and supersede all prior and contemporaneous
agreements between them, oral or written, of any nature whatsoever with respect
to the subject matter hereof.

      Section 19.     Costs of Enforcement. In addition to any other indemnity
specified in this Agreement, Seller agrees to reimburse Purchaser as and when
billed by Purchaser for all Purchaser's reasonable out-of-pocket costs and
expenses, including reasonable attorneys' fees and expenses of Purchaser and/or
Assignee, incurred in connection with the enforcement or the preservation of
Purchaser's rights under this Agreement, including any costs incurred in the
event of a breach by Seller of this Agreement, the Custodial Agreement or a
Takeout Commitment.

      Section 20.     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 17.

      Section 21.     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 or
proceeding brought in any such court, that such court does not have jurisdiction
over such party.

      Section 22.     Jurisdiction Not Exclusive. Nothing herein will be deemed
to preclude either party hereto from bringing an action or proceeding in respect
of this Agreement in any jurisdiction other than as set forth in Section 21.

      Section 23.     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.

                                      -25-
<PAGE>
      Section 24.     Construction. The headings in this Agreement are for
convenience only and are not intended to influence its construction. References
to Sections, Exhibits and Annexes in this Agreement are to the Sections of and
Exhibits to this Agreement. The Exhibits are part of this Agreement, and are
incorporated herein by reference. 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.

      Section 25.     Further Assurances. Seller and 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.


                                      -26-
<PAGE>
      IN WITNESS WHEREOF, Purchaser and Seller have duly executed this Agreement
as of the date and year set forth on the cover page hereof.

                                      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


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


                                      THE NEW YORK MORTGAGE COMPANY, LLC


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


                                      -27-