Master Loan And Security Agreement - AMERICAN HOME MORTGAGE INVESTMENT CORP - 5-6-2005

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Master Loan And Security Agreement - AMERICAN HOME MORTGAGE INVESTMENT CORP - 5-6-2005 Powered By Docstoc
					EXHIBIT 10.4.6 AMENDMENT NO. 7 TO THE AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT AMENDMENT NO. 7, dated as of November 17, 2004 (this "Amendment"), to the Amended and Restated Master Loan and Security Agreement, dated as of November 26, 2003 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Loan Agreement"; as amended, hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the "Loan Agreement"), by and among AMERICAN HOME MORTGAGE CORP. ("AHMC"), AMERICAN HOME MORTGAGE ACCEPTANCE, INC. ("AHM Acceptance"), AMERICAN HOME MORTGAGE INVESTMENT CORP. ("AHM Investment"), AMERICAN HOME MORTGAGE HOLDINGS, INC. ("AHM Holdings") and AMERICAN HOME MORTGAGE SERVICING, INC., formerly known as Columbia National, Incorporated ("AHM Servicing" and together with AHMC, AHM Acceptance, AHM Investment and AHM Holdings, collectively, the "Borrowers", each, a "Borrower"), the lenders from time to time parties thereto (the "Lenders") and MORGAN STANLEY BANK, as agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement. RECITALS The Borrowers, the Lenders and the Agent are parties to the Existing Loan Agreement, pursuant to which the Existing Lender has agreed to make and to permit to remain outstanding certain extensions of credit on the terms and subject to the conditions of the Existing Loan Agreement. The Borrowers, the Lenders and the Agent have agreed, subject to the terms and conditions hereof, that the Existing Loan Agreement shall be modified to provide for a temporary increase in the amount of the Maximum Credit and to effect certain other changes as set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrowers, the Lenders and the Agent hereby agree as follows: SECTION 1. Amendments. (a) Section 1.01 of the Existing Loan Agreement is hereby amended by inserting in proper alphabetical order the following new defined terms: "Increase Period" shall mean the period from and including the Seventh Amendment Effective Date through and including December 31, 2004.

"Seventh Amendment" shall mean that certain Amendment No. 7 and Agreement, dated as of November 17, 2004, by and among the Borrowers, the Lender and the Agent. "Seventh Amendment Effective Date" shall mean the "Amendment Effective Date", as defined in the Seventh Amendment. (b) Subclauses (ii) through (iv) of the definition of "Collateral Value" set forth in Section 1.01 of the Existing Loan Agreement shall be deleted in their entirety and the following new subclauses shall be inserted in lieu thereof: "(ii) The aggregate Collateral Value of all California Program Mortgage Loans included in the Borrowing Base at any time shall not exceed 5.71% of the Maximum Credit at such time; (iii) The aggregate Collateral Value of all Interest-Only Mortgage Loans with an LTV greater than 80% and less than or equal to 95% included in the Borrowing Base at any time shall not exceed 14.29% of the Maximum Credit at such time; (iv) The aggregate Collateral Value of all Jumbo Mortgage Loans which have an original principal value greater than $1,000,000 included in the Borrowing Base at any time shall not exceed 20% of the Maximum Credit at such time;" (c) The definition of "Maximum Credit" set forth in Section 1.01 of the Existing Loan Agreement shall be deleted in its entirety and the following new definition shall be inserted in lieu thereof: "Maximum Credit" shall mean (a) solely during the Increase Period, an amount equal to $500,000,000 and (b) following the Increase Period, an amount equal to $350,000,000. (d) Solely during the Increase Period, Schedule 6 to the Existing Loan Agreement (the "Existing Schedule") shall be superceded and replaced in its entirety by the document attached hereto as Schedule 6 (the "Temporary Schedule"). Upon termination of the Increase Period, the Temporary Schedule shall be deleted in its entirety and the Existing Schedule shall be reinstated in its entirety as Schedule 6 to the Loan Agreement. SECTION 2. Conditions Precedent. This Amendment shall become effective on the first date (the "Amendment Effective Date") on which all of the following conditions precedent shall have been satisfied: 2.1 Delivered Documents. On the Amendment Effective Date, the Agent shall have received the following documents, each of which shall be satisfactory to the Agent in form and substance: (a) Amendment. This Amendment, executed and delivered by a duly authorized officer of each of the Borrowers, the Lenders and the Agent;

(b) Note. For the account of MSMCI, a Promissory Note, substantially in the form of Exhibit A hereto, executed and delivered by a duly authorized officer of the Borrower; (c) Resolutions. True, correct and complete copies of the resolutions of the Sole Director of each of AHMC, AHM Acceptance, AHM Holdings and AHM Servicing, certified by the Secretary or Assistant Secretary of each such Borrower, in form and substance satisfactory to the Agent, authorizing (i) the execution, delivery and performance of this Amendment, and (ii) the borrowings contemplated under the Loan Agreement; and (d) Other Documents. Such other documents as the Agent or counsel to the Agent may reasonably request. 2.2 No Default. On the Amendment Effective Date, (i) each Borrower shall be in compliance with all the terms and provisions set forth in the Existing Loan Agreement on its part to be observed or performed, (ii) the representations and warranties made and restated by each Borrower pursuant to Section 3 of this Amendment shall be true and complete on and as of such date with the same force and effect as if made on and as of such date, and (iii) no Default or Event of Default shall have occurred and be continuing on such date. SECTION 3. Representations and Warranties. Each Borrower hereby represents and warrants to the Agent and the Lenders that it is in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 6 of the Loan Agreement. SECTION 4. Resolutions of AHM Investment. Each Borrower hereby covenants and agrees that on or before November 24, 2004 (or such later date as the Agent may agree in writing, the "Delivery Date"), the Agent shall have received a true, correct and complete copy of the resolutions of the Board of Directors of AHM Investment, certified by the Secretary or Assistant Secretary of AHM Investment, authorizing (i) the execution, delivery and performance of this Amendment, and (ii) the borrowings contemplated under the Loan Agreement, and such resolutions shall be satisfactory to the Agent in form and substance satisfactory. From and after the Amendment Effective Date, until such resolutions have been received by the Agent, no Loans shall be available to be made to AHM Investment and if the Agent shall not have received such resolutions as of the Delivery Date, an Event of Default shall be deemed to have occurred under the Loan Agreement. SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Loan Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms; provided, however, that upon the Amendment Effective Date, all references therein and herein to the "Loan Documents" shall be deemed to include, in any event, this Amendment. Each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Loan Agreement as amended hereby.

SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. BORROWERS AMERICAN HOME MORTGAGE CORP.
By: /s/ Alan B. Horn ------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE INVESTMENT CORP.
By: /s/ Alan B. Horn ------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE HOLDINGS, INC.
By: /s/ Alan B. Horn ------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE ACCEPTANCE, INC.
By: /s/ Alan B. Horn ------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE SERVICING, INC. (f/k/a Columbia National, Incorporated)
By: /s/ Alan B. Horn ------------------------------------Name: Alan B. Horn Title: Executive Vice President

MORGAN STANLEY BANK, as Agent and Lender
By: /s/ Paul Najarian -------------------------------Name: Paul Najarian Title: Vice President

Schedule 6 COMMITMENTS
Lender -----Morgan Stanley Bank Commitment ---------$ 500,000,000

Total

$ 500,000,000

Exhibit A

FIFTH AMENDED AND RESTATED PROMISSORY NOTE
$500,000,000 August 2, 2002 amended and restated November ___, 2004 New York, New York

FOR VALUE RECEIVED, each of American Home Mortgage Corp., a New York

corporation, American Home Mortgage Investment Corp., a Maryland corporation, American Home Mortgage Holdings, Inc., a Delaware corporation, American Home Mortgage Acceptance, Inc., a Maryland corporation, and American Home Mortgage Servicing, Inc., formerly known as Columbia National, Incorporated, a Maryland corporation, (each a "Borrower", collectively the "Borrowers"), hereby promises to pay, jointly and severally, to the order of MORGAN STANLEY BANK (the "Lender"), at the principal office of the Lender at 2500 Lake Park Boulevard, West Valley City, Utah 84120, in lawful money of the United States, and in immediately available funds, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrowers under the Loan Agreement referred to below), on the dates and in the principal amounts provided in the Loan Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Loan Agreement. The date, amount and interest rate of each Loan made by the Lender to the Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers to make a payment when due of any amount owing under the Loan Agreement or hereunder in respect of the Loans made by the Lender. This Fifth Amended and Restated Promissory Note is one of the "Notes" referred to in the Master Loan and Security Agreement, dated as of August 2, 2002, which was amended and restated in its entirety by that certain Amended and Restated Master Loan and Security Agreement, dated as of November 26, 2003 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the "Loan Agreement"), among the Borrowers, the Lenders from time to time parties thereto and the Morgan Stanley Bank, as Agent for the Lenders, and evidences the Loans made thereunder by the Lender to the Borrowers. Terms used but not defined in this Note have the respective meanings assigned to them in the Loan Agreement. The Borrowers agree, jointly and severally, to pay all the Lender's costs of collection and enforcement (including reasonable attorneys' fees and disbursements of Lender's counsel) in respect of this Note when incurred, including, without limitation, reasonable attorneys' fees through appellate proceedings.

Notwithstanding the pledge of the Collateral, each Borrower hereby acknowledges, admits and agrees that the Borrowers' obligations under this Note are recourse obligations of the Borrowers to which each Borrower pledges its full faith and credit. Each Borrower, and any endorsers or guarantors hereof, (a) severally waive diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayments of this Note, (b) expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further Collateral, the release of any Collateral for this Note, the release of any party primarily or secondarily liable hereon, and (c) expressly agree that it will not be necessary for the Lender, in order to enforce payment of this Note, to first institute or exhaust the Lender's remedies against the Borrowers or any other party liable hereon or against any Collateral for this Note. No extension of time for the payment of this Note, or any installment hereof, made by agreement by the Lender with any person now or hereafter liable for the payment of this Note, shall affect the liability under this Note of any Borrower, even if such Borrower is not a party to such agreement; provided, however, that the Lender and each Borrower, by written agreement between them, may affect the liability of the Borrowers. This Fifth Amended and Restated Promissory note amends and restates in its entirety the Fourth Amended and Restated Promissory Note, dated as of November 26, 2003, made by the Borrowers in favor of the Lender in the maximum principal sum of $350,000,000 (the "Existing Promissory Note") and is given as a continuation, rearrangement and extension, and not a novation, release or satisfaction of the Existing Promissory Note. Each Borrower hereby acknowledges and agrees that simultaneously with the Borrowers' execution and delivery of this Fifth Amended and Restated Promissory Note to the Lender, the Lender has delivered to American Home Mortgage Corp. the Existing Promissory Note. Any reference herein to the Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note. Each Borrower hereby acknowledges and agrees that such Borrower shall be jointly and severally liable to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of the Borrowers under the Loan Documents. This Fifth Amended and Restated Promissory Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, whose laws each Borrower expressly elects to apply to this Note. Each Borrower agrees that any action or proceeding brought to enforce or arising out of this Note may be commenced in the Supreme Court of the State of New York, Borough of Manhattan, or in the District Court of the United States for the Southern District of New York. [SIGNATURES FOLLOW]

AMERICAN HOME MORTGAGE CORP., as a Borrower By: Name:

Title: AMERICAN HOME MORTGAGE INVESTMENT CORP., as a Borrower By: Name:

Title: AMERICAN HOME MORTGAGE HOLDINGS, INC., as a Borrower By: Name:

Title: AMERICAN HOME MORTGAGE ACCEPTANCE, INC., as a Borrower v AMERICAN HOME MORTGAGE SERVICING, INC. (f/k/a Columbia National, Incorporated), as a Borrower By: Name:

Title:

SCHEDULE OF LOANS This Note evidences Loans made under the within-described Loan Agreement to the Borrowers, on the dates, in the principal amounts and bearing interest at the rates set forth below, and subject to the payments and prepayments of principal set forth below:
Principal Amount Interest Amount Paid Unpaid Principal Date Made of Loan Rate or Prepaid Amount ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- ------------------ ----------------------- ---------------- ------------------- ----------------------- -

EXHIBIT 10.4.7 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CUSTODIAL AGREEMENT AMENDMENT NO. 2, dated as of October 21, 2004 (this "Amendment"), to the Amended and Restated Custodial Agreement, dated as of November 26, 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Existing Custodial Agreement", a as amended, hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the "Custodial Agreement"), by and among AMERICAN HOME MORTGAGE CORP., a New York corporation, AMERICAN HOME MORTGAGE INVESTMENT CORP., a Maryland corporation, AMERICAN HOME MORTGAGE HOLDINGS, INC., a Delaware corporation, AMERICAN HOME MORTGAGE ACCEPTANCE, INC., a Maryland corporation, and AMERICAN HOME MORTGAGE SERVICING, INC., a Maryland corporation (formerly known as Columbia National, Incorporated) (each a "Borrower", collectively the "Borrowers"), DEUTSCHE BANK NATIONAL TRUST COMPANY, as custodian (in such capacity, the "Custodian"), and MORGAN STANLEY BANK (the "Lender Agent"). RECITALS The Borrowers, the Lender Agent and the Custodian are parties to the Existing Custodial Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Custodial Agreement. The Borrowers, the Lender Agent and the Custodian have agreed, subject to the terms and conditions of this Amendment, that the Existing Custodial Agreement be amended to revise Annex I of the Existing Custodial Agreement. Accordingly, the Borrowers, the Lender Agent and the Custodian hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Custodial Agreement is hereby amended as follows: SECTION 1. Amendments. 1.1 The Existing Custodial Agreement is hereby amended by deleting Annex I to the Existing Custodial Agreement in its entirety and substituting in lieu thereof the Annex I attached hereto. 1.2 Annex 4 paragraph 11 of the Existing Loan Agreement is hereby deleted in its entirety and the following shall be inserted in lieu thereof: "11 based upon a review of the Mortgage Note, items (d), (f), (g), (h), (m), (p), (bb), (hh), (jj), (fff) and (ppp) of Annex 1 as set forth in the Mortgage Loan Schedule delivered by the applicable Borrower to the Custodian are correct;" SECTION 2. Conditions Precedent. This Amendment and its provisions shall become effective on the date (the "Amendment Effective Date") on which the following

conditions precedent shall have been satisfied, and upon satisfaction of such conditions precedent the Amendment Effective Date shall be the date of this Amendment: 2.1 Delivered Documents. On or before the Amendment Effective Date, the Lender Agent shall have received the following documents, each of which shall be satisfactory to the Lender Agent in form and substance: (a) Amendment. This Amendment, executed and delivered by a duly authorized officer of each of the Borrowers, the Custodian, and the Lender Agent; and (b) Other Documents. Such other documents as the Lender Agent or counsel to the Lender may reasonably request. 2.2 No Default. On the Amendment Effective Date, after giving effect to the Sixth Amendment, (i) each Borrower shall be in compliance with all the terms and provisions set forth in the Existing Custodial Agreement on its part to be observed or performed, (ii) the representations and warranties made and restated by each Borrower pursuant to Section 3 of this Amendment shall be true and complete on and as of such date with the same force and effect as if made on and as of such date, and (iii) no Default shall have occurred and be continuing on such date. SECTION 3. Representations and Warranties. After giving effect to the Sixth Amendment, each Borrower hereby represents and warrants to the Lender Agent and the Custodian that it is in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and that no Default has occurred or is continuing, and hereby confirms and reaffirms its representations and warranties contained in Section 10 of the Existing Custodial Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Custodial Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms; provided, however, that reference therein and herein to the "Loan Documents" shall be deemed to include, in any event, this Amendment. Each reference to the Custodial Agreement in any of the Loan Documents shall be deemed to be a reference to the Custodial Agreement as amended hereby. The execution of this Amendment by the Lender or Custodian shall not operate as a waiver of any of their rights, powers or privileges under the Custodial Agreement or under any of the other Loan Documents except as expressly set forth herein. SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. BORROWERS AMERICAN HOME MORTGAGE CORP.
By: /s/ Alan B. Horn ----------------------------------------Name: Alan B. Horn Title: Executive Vice President, General Counsel, and Secretary

AMERICAN HOME MORTGAGE INVESTMENT CORP.
By: /s/ Alan B. Horn ----------------------------------------Name: Alan B. Horn Title: Executive Vice President, General Counsel, and Secretary

AMERICAN HOME MORTGAGE HOLDINGS, INC.
By: /s/ Alan B. Horn ----------------------------------------Name: Alan B. Horn Title: Executive Vice President, General Counsel, and Secretary

AMERICAN HOME MORTGAGE ACCEPTANCE, INC.
By: /s/ Alan B. Horn ----------------------------------------Name: Alan B. Horn Title: Executive Vice President, General Counsel, and Secretary

AMERICAN HOME MORTGAGE SERVICING, INC. (f/k/a Columbia National, Incorporated)
By: /s/ Alan B. Horn ----------------------------------------Name: Alan B. Horn Title: Executive Vice President, General Counsel, and Secretary

LENDER AGENT MORGAN STANLEY BANK
By: /s/ Paul Najarian ---------------------------------------Name: Paul Najarian Title: Vice President

CUSTODIAN DEUTSCHE BANK NATIONAL TRUST COMPANY
By: /s/ Christopher Corcoran ---------------------------------------Name: Christopher Corcoran Title: Assistant Vice President

By:

/s/ Carlos Falconi ---------------------------------------Name: Carlos Falconi Title: Associate

Annex 1 to Custodial Agreement INFORMATION TO BE PROVIDED WITH RESPECT TO ELIGIBLE MORTGAGE LOANS For each Mortgage Loan, the applicable Borrower shall provide the following information: (a) Number of Times Delinquent 30 days in last 12 months; (b) Number of Times Delinquent 60 days in last 12 months; (c) Number of Times Delinquent 90+ days in last 12 months; (d) Address City; (e) Address County; (f) Address State; (g) Address Street; (h) Address Zipcode; (i) Amort Type (Fixed or ARM); (j) Backend Debt Ratio (all debt/income);1 (k) Balance Appraisal; (l) Balance Current; (m) Balance Original; (n) Balance Senior; (o) Balloon; (p) Borrower Name; (q) CLTV Original; (r) Co-Borrower's Credit Score (if applicable); (s) Co-Borrower's Name (if applicable); 1 Not required on No Doc and Stated Income Doc Loans Annex 1-1

(t) Commitment Expiration; (u) Convertible; (v) Coupon Current; (w) Coupon Init Per Cap; (x) Coupon IO; (y) Coupon Life Cap; (z) Coupon Max; (aa) Coupon Min; (bb) Coupon Original; (cc) Coupon Periodic Cap; (dd) Coupon Periodic Floor; (ee) Credit Score (FICO); (ff) Credit Score Type (Beacon, Equifax, TransUnion or Merge); (gg) Date First Cpn Change; (hh) Date First Payment; (ii) Date First Pmt Change; (jj) Date Maturity; (kk) Date Next Coupon Change; (ll) Date Next Due; (mm) Date Next Pay Change; (nn) Date Orig; (oo) Date Paid Thru; (pp) Day Count; (qq) Delinq Status; (rr) Documentation Type; Annex 1-2

(ss) Eligible Group (tt) Escrow Flag (Yes or No); (uu) Forclosure/REO/Bankruptcy Status; (vv) Freq Coupon Adj; (ww) Freq Payment Adj; (xx) Frequency Pmt; (yy) Frontend Debt Ratio (mortgage debt/income);2 (zz) Fund Date; (aaa) Index (for ARMs); (bbb) IO Flag (Yes or No); (ccc) Lien Status; (ddd) Loan Purpose; (eee) Loan Type (residential, etc..); (fff) Loan Id Number; (ggg) LTV Current; (hhh) LTV Original; (iii) Margin; (jjj) MERS Loan Flag (kkk) MERS Loan Number (lll) Number of Units; (mmm) Occupancy; (nnn) Ownership Type (Leasehold, Fee Simple, etc...); (ooo) P&I Current; 2 Not required on No Doc and Stated Income Doc Loans Annex 1-3

(ppp) P&I Original; (qqq) PMI (Yes or No); (rrr) PMI Percentage (if applicable); (sss) PMI Provider (if applicable); (ttt) Prepayment Penalty (Yes or No); (uuu) Prepayment Penalty Description; (vvv) Prepayment Penalty Term (Months Freely Prepayable); (www) Product Type; (xxx) Property Purchase Amount/Sales Price; (yyy) Property Type; (zzz) Rating; (aaaa) Rounding Factor; (bbbb) S&P Appraisal Type; (cccc) S&P Document Type; (dddd) Section 32 Flag; (eeee) Service Fee Amount; (ffff) Social Security Number; (gggg) Takeout Investor; (hhhh) Takeout Price; (iiii) Term Amort Original; (jjjj) Term Coupon Teaser; (kkkk) Term IO Original; (llll) Term Original; (mmmm) Term PNI Teaser; (nnnn) Warehouse Amount; and Annex 1-4

(oooo) Warehouse Bank. Annex 1-5

EXHIBIT 10.4.8 FIFTH AMENDED AND RESTATED PROMISSORY NOTE $500,000,000 August 2, 2002 amended and restated November ___, 2004 New York, New York FOR VALUE RECEIVED, each of American Home Mortgage Corp., a New York corporation, American Home Mortgage Investment Corp., a Maryland corporation, American Home Mortgage Holdings, Inc., a Delaware corporation, American Home Mortgage Acceptance, Inc., a Maryland corporation, and American Home Mortgage Servicing, Inc., formerly known as Columbia National, Incorporated, a Maryland corporation, (each a "Borrower", collectively the "Borrowers"), hereby promises to pay, jointly and severally, to the order of MORGAN STANLEY BANK (the "Lender"), at the principal office of the Lender at 2500 Lake Park Boulevard, West Valley City, Utah 84120, in lawful money of the United States, and in immediately available funds, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrowers under the Loan Agreement referred to below), on the dates and in the principal amounts provided in the Loan Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Loan Agreement. The date, amount and interest rate of each Loan made by the Lender to the Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers to make a payment when due of any amount owing under the Loan Agreement or hereunder in respect of the Loans made by the Lender. This Fifth Amended and Restated Promissory Note is one of the "Notes" referred to in the Master Loan and Security Agreement, dated as of August 2, 2002, which was amended and restated in its entirety by that certain Amended and Restated Master Loan and Security Agreement, dated as of November 26, 2003 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the "Loan Agreement"), among the Borrowers, the Lenders from time to time parties thereto and the Morgan Stanley Bank, as Agent for the Lenders, and evidences the Loans made thereunder by the Lender to the Borrowers. Terms used but not defined in this Note have the respective meanings assigned to them in the Loan Agreement. The Borrowers agree, jointly and severally, to pay all the Lender's costs of collection and enforcement (including reasonable attorneys' fees and disbursements of Lender's counsel) in respect of this Note when incurred, including, without limitation, reasonable attorneys' fees through appellate proceedings.

Notwithstanding the pledge of the Collateral, each Borrower hereby acknowledges, admits and agrees that the Borrowers' obligations under this Note are recourse obligations of the Borrowers to which each Borrower pledges its full faith and credit. Each Borrower, and any endorsers or guarantors hereof, (a) severally waive diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayments of this Note, (b) expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further Collateral, the release of any Collateral for this Note, the release of any party primarily or secondarily liable hereon, and (c) expressly agree that it will not be necessary for the Lender, in order to enforce payment of this Note, to first institute or exhaust the Lender's remedies against the Borrowers or any other party liable hereon or against any Collateral for this Note. No extension of time for the payment of this Note, or any installment hereof, made by agreement by the Lender with any person now or hereafter liable for the payment of this Note, shall affect the liability under this Note of any Borrower, even if such Borrower is not a party to such agreement; provided, however, that the Lender and each Borrower, by written agreement between them, may affect the liability of the Borrowers. This Fifth Amended and Restated Promissory note amends and restates in its entirety the Fourth Amended and Restated Promissory Note, dated as of November 26, 2003, made by the Borrowers in favor of the Lender in the maximum principal sum of $350,000,000 (the "Existing Promissory Note") and is given as a continuation, rearrangement and extension, and not a novation, release or satisfaction of the Existing Promissory Note. Each Borrower hereby acknowledges and agrees that simultaneously with the Borrowers' execution and delivery of this Fifth Amended and Restated Promissory Note to the Lender, the Lender has delivered to American Home Mortgage Corp. the Existing Promissory Note. Any reference herein to the Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note. Each Borrower hereby acknowledges and agrees that such Borrower shall be jointly and severally liable to the maximum extent permitted by applicable law for all representations, warranties, covenants, obligations and indemnities of the Borrowers under the Loan Documents. This Fifth Amended and Restated Promissory Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, whose laws each Borrower expressly elects to apply to this Note. Each Borrower agrees that any action or proceeding brought to enforce or arising out of this Note may be commenced in the Supreme Court of the State of New York, Borough of Manhattan, or in the District Court of the United States for the Southern District of New York. [SIGNATURES FOLLOW]

AMERICAN HOME MORTGAGE CORP., as a Borrower
By: /s/ Alan B. Horn -------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE INVESTMENT CORP., as a Borrower
By: /s/ Alan B. Horn -------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE HOLDINGS, INC., as a Borrower
By: /s/ Alan B. Horn -------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE ACCEPTANCE, INC., as a Borrower
By: /s/ Alan B. Horn -------------------------------------Name: Alan B. Horn Title: Executive Vice President

AMERICAN HOME MORTGAGE SERVICING, INC. (f/k/a Columbia National, Incorporated), as a Borrower
By: /s/ Alan B. Horn -------------------------------------Name: Alan B. Horn Title: Executive Vice President

EXHIBIT 10.5.1 WHOLE LOAN PURCHASE AND SALE AGREEMENT MORTGAGE LOAN PURCHASE AND SALE AGREEMENT among AMERICAN HOME MORTGAGE CORP. Seller, COLUMBIA NATIONAL, INCORPORATED Seller and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. Purchaser DATED AS OF January 1, 2004

TABLE OF CONTENTS Page ---Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Definitions..............................................-1Procedures for Purchases of Mortgage Loans...............-8Sale of Mortgage Loans to Takeout Investor...............-8Completion Fee..........................................-11Servicing of the Mortgage Loans.........................-12Trade Assignments.......................................-13Transfers of Beneficial Interest in Mortgage Loans by Purchaser......................................-13Record Title to Mortgage Loans; Intent of Parties; Security Interest.......................................-13Representations and Warranties..........................-14-

Section 8.

Section 9.

Section 10. Covenants of Sellers....................................-21Section 11. Term....................................................-24Section 12. Exclusive Benefit of Parties; Assignment................-24Section 13. Amendments; Waivers; Cumulative Rights..................-24Section 14. Execution in Counterparts...............................-24Section 15. Effect of Invalidity of Provisions......................-24Section 16. Governing Law...........................................-25Section 17. Notices.................................................-25Section 18. Entire Agreement........................................-25Section 19. Costs of Enforcement....................................-25Section 20. Consent to Service......................................-25-

Section 21. Submission to Jurisdiction..............................-25Section 22. Jurisdiction Not Exclusive..............................-25Section 23. WAIVER OF JURY TRIAL....................................-25Section 24. Construction............................................-26Section 25. Further Assurances......................................-26Section 26. Joint and Several Liability.............................-27-

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 Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit E F G H I J K L Purchaser's Wire Instructions Form of Confirmation Notice of Rejection of Trade Assignment Settlement Modification Letter Seller's Officer's Certificate Seller's Officer's Certificate List of Conduits Mortgage Loan Schedule

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 American Home Mortgage Corp., having an address at 520 Broadhollow Road, Melville, New York 11747 ("AHMC") and Columbia National, Incorporated, having an address at 7142 Columbia Gateway Drive, Columbia, MD 21046 ("CNI" and together with AHMC, each individually, a "Seller" and together, the "Sellers"). PRELIMINARY STATEMENT Sellers may, in their 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 Sellers on a servicing-released basis in accordance with the terms and conditions set forth in this Agreement. The related 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, the related 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 related Custodial Agreement. As used in this Agreement, the following terms shall have the following meanings: "Act of Insolvency": With respect to Sellers, (i) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation 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 either Seller or an Affiliate or any substantial part of the property of either, (iii) the appointment of a receiver, conservator, or manager for either Seller or an Affiliate by any governmental agency or authority having the jurisdiction to do so; (iv) the making or offering by either Seller or an Affiliate of a concession with its creditors or a general assignment for the benefit of creditors, (v) the admission by either Seller or an Affiliate of either 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 either Seller or of any of its Affiliates, or shall have taken any action to displace the management of either Seller or of any of its Affiliates or to curtail its authority in the conduct of the business of either 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-

"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 and which 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 the Custodians are authorized or obligated by law or executive order to be closed. "Cash Window Transaction": A transaction initiated by the related 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 the related 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 the related Seller by Purchaser as compensation to the related 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 and which list shall be delivered to the Sellers promptly after each such modification. "Conduit Transactions": A transaction initiated by the related Seller's delivery of a Request for Certification which identifies a Conduit as the Takeout Investor. -2-

"Confirmation": A written confirmation of Purchaser's intent to purchase a Mortgage Loan Pool, which written confirmation shall be delivered to the related Seller 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 Sellers 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 Agreements": The custodial agreement, dated as of January 1, 2004, among Sellers, Purchaser and Residential Funding Corporation and the custodial agreement, dated as of January 1, 2004, among Sellers, Purchaser and Deutsche Bank National Trust Company. "Custodial File": With respect to each Mortgage Loan, the documents that are required to be delivered to the related Custodian pursuant to the related Custodial Agreement. "Custodian": The Custodian whose name is set forth on the cover page of the related 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 reasonable 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 the related 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. -3-

"Electronic Tracking Agreement": The Electronic Tracking Agreement, dated as of the date hereof, among the Purchaser, the Sellers, the Electronic Agent and MERS, as the same shall be amended, supplemented or otherwise modified from time to time in accordance with its terms. "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 actual 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-

"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 the related 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. -5-

"OTS": Office of Thrift Supervision or any successor thereto. "Parent Company": A corporation or other entity owning at least 50% of the outstanding shares of voting stock of either 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 the related 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 the related Seller which Price Adjustment summary sheet may be amended from time to time by Purchaser's delivery to the related 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 the related 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 multiplied by 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 related 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 the related Seller. "SEC": The Securities and Exchange Commission or any successor thereto. "Sellers": The Sellers whose names are set forth on the cover page hereof and their 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. -6-

"Security": A GNMA Security, a FNMA Security or a FHLMC Security. "Successor Servicer": An entity designated by Purchaser, with notice provided in conformity with Section 17, to replace the related Seller as issuer and servicer, mortgagee or the seller/servicer of the Mortgage Loans evidenced by a Trust Receipt. "Takeout Commitment": A commitment of the related Seller to sell one or more Mortgage Loans to Takeout Investor and of Takeout Investor to purchase one or more Mortgage Loans from the related Seller. "Takeout Confirmation": The written notification to the related 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 the related Seller to Purchaser of the related Seller's rights under a specific Takeout Commitment, in the form of Exhibit D-1, or of the related 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. -7-

"Trust Receipt": A trust receipt issued by the related Custodian evidencing the Mortgage Loan Pool it holds, in the form attached hereto as Exhibit A, and delivered to Purchaser by such Custodian in accordance with Section 2 hereof. "Warehouse Lender": Any lender providing financing to the related 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 the related 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 Sellers. Prior to Purchaser's actual purchase of any Mortgage Loan Pool, Purchaser shall have received from the related 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 the related 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 the related 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 the related Seller's Wire Instructions, as applicable, with respect to a Mortgage Loan Pool, the related Seller hereby conveys to Purchaser all of the related 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 the related 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, the related Seller's Wire Instructions. Upon such payment and not otherwise, Purchaser shall be deemed to have accepted the related Trade Assignment. Sellers 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 the related 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 promptly deliver to Takeout Investor (with a copy to the related Seller and the related 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 -8-

Takeout Proceeds, Purchaser shall promptly pay such Takeout Proceeds to the related Seller in accordance with the related Seller's Wire Instructions. (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 the related 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 related Custodial Agreement, or (ii) provide for the delivery of the Custodial File through an escrow arrangement satisfactory to Purchaser and Takeout Investor. The related 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 reasonably 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 the related 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 the related 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 the related 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 the related Seller using the new terms included in the Settlement Modification Letter and shall pay to the related 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 Sellers 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 the related 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 the related Seller, upon receipt of notice from Purchaser of its exercise of such right, either (i) repurchase Purchaser's ownership interest in such Mortgage Loan by remitting to Purchaser within one (1) Business Day thereafter (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 the related 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 -9-

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), the related Seller shall remit with such Mortgage Loan to Purchaser an amount equal to the difference between the aggregate principal balance of the new Mortgage Loan(s) accepted by Purchaser and the aggregate principal balance of the Mortgage Loan(s) being replaced thereby. (c)(2) The related 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 the related Seller prior to the termination of such interim servicing period. If an Act of Insolvency or any material default hereunder by either Seller occurs at any time, the Sellers' 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 Sellers shall have no right to attempt to sell or transfer such rights to service. The related 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 the related 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, the related 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 the related 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 the related Seller or otherwise affect the obligation of the related 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 the related Seller and free of any title, interest, lien, encumbrance or claim of any kind of the related Seller and Sellers hereby waives their right to assert any interest, lien, encumbrance or claim of any kind. Upon transfer of such servicing rights to any Successor Servicer, the related Seller shall deliver or cause to be delivered all files and documents relating to each Mortgage Loan held by the related Seller to Successor Servicer. The related Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems reasonably necessary or reasonably 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 the related Seller, the related Seller shall use commercially reasonable efforts to obtain a Commitment from another Takeout Investor to purchase such Mortgage Loan or Mortgage Pool. (f) Sellers agree 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 Sellers of any representation, warranty, covenant, term or condition made or to be performed by Sellers under this Agreement. -10-

(g) No exercise by Purchaser of its rights under this Section 3 shall relieve Sellers of responsibility or liability for any breach of this Agreement; but in no event shall Sellers be deemed to have waived any defense to any claim made by Purchaser against Sellers (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 the Sellers, any such notice being expressly waived by Sellers to the extent permitted by applicable law, upon any amount becoming due and payable by Sellers hereunder to set-off and appropriate and apply against such amount any and all Property and 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 the Sellers (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 the Sellers (whether under this Agreement or under any other agreement between the parties or between the Sellers and any Affiliate of Purchaser) against all of the Sellers' obligations to Purchaser or its Affiliates (whether under this Agreement or under any other agreement between the parties or between the Sellers 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) Sellers agree 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. Sellers further agree that any additional Takeout Commitment that they obtain 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 have 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) Sellers shall notify and provide Purchaser with copies of any changes made to the Sale Agreement or any other correspondent agreements between Sellers 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 the related 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 -11-

occurs, shall be paid to Purchaser by the related 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 the related 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) 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 the related 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 the related 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, provided that to the extent such Trade Price is not received on or before the Cure Date, the Purchaser shall have no obligation to pay the Completion Fee. 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 the related Seller or other third party used or useful in servicing the Mortgage Loans. The related 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 the related 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. The related 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 the related Seller's business hours on reasonable advance notice, examine and make copies of such records. At the request and in accordance with the directions of Purchaser, the related 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 advance notice to the related Seller, Purchaser shall have the right to perform a due diligence review of the related Seller, including the related Seller's servicing capabilities. If a Mortgage Loan is not purchased by Takeout Investor on or before the Cure Date, the related Seller shall at Purchaser's written 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. The related Seller shall deliver such a report to Purchaser every thirty (30) days until -12-

(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) Each Seller shall establish and maintain a separate custodial account (the "Custodial Account") entitled "[Name of the related Seller], in trust for Greenwich Capital Financial Products, Inc. and its assignees under the Mortgage Loan Purchase and Sale Agreement dated [the date of this Agreement]" 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 pursuant to this Agreement. (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 the related Seller. The amounts paid to the related Seller (if any) pursuant to this Section 5(c)(1) shall constitute the related 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 the related Seller remains as interim servicer, all amounts deposited in the Custodial Account shall be released only in accordance with Purchaser's written instructions. Section 6. Trade Assignments. The related Seller hereby assigns to Purchaser, free of any security interest, lien, claim or encumbrance of any kind, the related 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 purchased by Purchaser hereunder and all rights of Purchaser under this Agreement and the Custodial Agreements, 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 Sellers hereby irrevocably consent to such assignment. No notice of such assignment shall be given by Purchaser to the related 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. -13-

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, the related 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, all funds received by the related 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) Sellers 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 written request of Purchaser, the related Seller shall prepare and deliver to MERS an assignment of Mortgage from MERS to Purchaser or its designee. The related Seller shall cause such assignment of Mortgage to be recorded in the public land records upon written request of Purchaser. At any time during the term of this Agreement, Purchaser or the Takeout Investor, as the case may be, may direct the related Seller to cause any MERS Mortgage Loan to be deactivated from the MERS system. In connection with such deactivation, the related 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 the related Seller, such assignment shall be for the sole purpose of facilitating the servicing of such Mortgage Loan and the related Seller shall also prepare an assignment of Mortgage in recordable form from the related Seller to Purchaser or its designee and deliver such unrecorded assignment of Mortgage to the related Custodian pursuant to the terms and conditions of the related Custodial Agreement. (c) Purchaser and Sellers confirm that the transactions contemplated herein are intended to be sales of the Mortgage Loans by Sellers 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, the Sellers 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, the related 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 related 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) Sellers hereby represent and warrant to Purchaser as of the date hereof and as of the date of each issuance and delivery of a Trust Receipt that: (i) Each 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 -14-

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 each Seller. Each 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 each Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement, the Custodial Agreements and every other document executed by each Seller pursuant to this Agreement evidences the valid, binding and enforceable obligation of each Seller, except as the enforcement thereof may be limited by applicable receivership, conservatorship ro similar debtor relief laws and except for certain equitable remedies that my not be available regardless of whether enforcement is sought in equity or law; and all requisite action (including, if applicable, corporate action) has been taken by each Seller to make this Agreement valid and binding upon each Seller in accordance with its terms; (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 each Seller is required, or if required, such approval has been obtained. There are no actions or proceedings pending or affecting each Seller which would adversely and materially 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 each Seller and will not result in the breach of any term or provision of the charter or by-laws of each 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 each Seller or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which each Seller or its property is subject; (iv) No consents or approvals are required to be obtained by each Seller or its Parent Company, if any, for the execution, delivery and performance of this Agreement or the Custodial Agreements by each Seller; (v) Each 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 Sellers that Sellers have delivered or caused to be delivered to Purchaser, including, but not limited to, this Agreement, the Custodial Agreements or Sellers' 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 -15-

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 to the knowledge of Sellers, 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 reasonably prohibit each Seller 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 reasonably prohibit or materially and adversely affect the performance by each Seller of its obligations under, or validity or enforceability of, this Agreement; and (viii) The Sellers' aggregate Tangible Net Worth is not less than $100,000,000.00. The ratio of the Sellers' aggregate Total Indebtedness to aggregate Tangible Net Worth is not greater than 13:1. (b) The related 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 each Custodian is an eligible custodian as determined by FNMA, FHLMC and GNMA, and is not an Affiliate of Sellers. (c) The related 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) The related 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 the related Seller a valid and subsisting lien on the property described and the priority provided therein, and the related Seller has full right to sell and assign the same to Purchaser; (v) Neither the related 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 -16-

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 applicable taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents due prior to the Purchase Date have been paid. Sellers have 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 the related Seller to service the 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 Sellers have 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 Sellers shall deliver to Purchaser upon written demand, evidence of compliance with all such requirements; -17-

(xii) Either: (A) the related 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) if the related Seller and any other holder of the Mortgage was not authorized to transact business in such jurisdiction, the loan of mortgage funds, the acquisition of the Mortgage (if the related 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, therefor, have been complied with. All costs, fees and expenses incurred in making, closing or recording the Mortgage Loans were paid; (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 -18-

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 similar 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; the related Seller is currently in possession of the 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 the related Seller to make the deliveries required within the required time. The related 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 the related 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. The related Seller is the named insured and the sole insured of such mortgage title insurance policy, and the assignment to Purchaser of the related 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 the related 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 -19-

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 the related 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 the related 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 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 (A) cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, (B) cause the Mortgage Loan to become delinquent or (C) adversely affect the value or marketability of the Mortgage Loan; (xxviii) Such Mortgage Loan was, immediately prior to its purchase by Purchaser of the related Mortgage Loan Pool, owned solely by the related 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 -20-

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 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 the related 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 related Custodial Agreement, have been delivered to the related Custodian all in compliance with the specific requirements of the related Custodial Agreement; (xxxiii) The Mortgage Loan is subject to a valid and enforceable Takeout Commitment and the related 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, Sellers have 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 Sellers 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. -21-

Section 10. Covenants of Sellers. Sellers hereby covenant and agree with Purchaser as follows: (a) The Sellers shall deliver (or make available via one or more publicly accessible Internet websites): (i) Within ninety (90) days after the end of each fiscal year of each Seller, the consolidated balance sheets of each Seller and its consolidated subsidiaries, which will be in conformity with GAAP, and the related consolidated statements of income showing the financial condition of each 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 (in accordance with generally accepted accounting principles) of an independent public accountant of national standing acceptable to Purchaser and are to be accompanied by a letter of management in form and substance reasonably 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 each 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 each 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 each Seller (reasonably acceptable to Purchaser) as presenting fairly the financial position and results of operations of each 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 after receipt thereof, a copy of each other report submitted to each Seller by its independent public accountants in connection with any annual, interim or special audit of each Seller; (iv) Promptly after becoming aware thereof, notice of (1) the commencement of, or any determination in, any legal, judicial or regulatory proceedings, (2) any dispute between each 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 each Seller, or (C) the ability of each Seller to fulfill its obligations under this Agreement or (4) any material adverse change in the business, operations, prospects or financial condition of each Seller, including, without limitation, the insolvency of each Seller or its Parent Company; (v) Promptly after becoming available, copies of all financial statements, reports, notices and proxy statements sent by its Parent Company, each Seller or any of each 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 -22-

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 after becoming available, copies of any press releases issued by its Parent Company or each Seller and copies of any annual and quarterly financial reports and any reports on Form H-(b)12 which its Parent Company or each Seller may be required to file with the OTS, SEC, FDIC or comparable reports which a Parent Company or each 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 each 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 written request of Purchaser at any time thereafter, a copy of an Officer's Certificate in the form attached hereto as Exhibit I together with (1) the articles of incorporation of the related Seller and any amendments thereto, certified by the Secretary of State of each Seller's state of incorporation, (2) a copy of each Seller's by-laws, together with any amendments thereto, and (3) a copy of the resolutions adopted by each Seller's Board of Directors authorizing each Seller to enter into this Agreement and the Custodial Agreements and authorizing one or more of each Seller's officers to execute the documents related to this Agreement and the Custodial Agreements. In addition, on each Purchase Date hereunder, the related 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 Uniform Commercial Code financing statements on Form UCC-1 made available to Purchaser; (ix) Notification of any material adverse change in any committed warehouse facility maintained by each 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, each Seller or any of each Seller's consolidated subsidiaries as Purchaser may reasonably request. With the exception of subsections (iv), (viii) and (ix) of this Section 10(a), if Seller breaches any of its covenants under this Section 10(a), Seller shall have five (5) Business Days to cure such breach if such breach is susceptible to cure. (b) Neither each 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, each Seller will report each sale of a Mortgage Loan to the Purchaser hereunder as a sale of the ownership interest in the Mortgage Loan. Each -23-

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 the related 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) Each 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) Each Seller will not sell any Mortgage Loan to the Purchaser with any intent to hinder, delay or defraud any of each Seller's creditors; (g) Each Seller shall comply, in all material respects, with all laws, rules and regulations to which it is or may become subject; (h) Each 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 (i) Each 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. Each Seller has entered into the Electronic Tracking Agreement. In accordance with the provisions of the Electronic Tracking Agreement, each 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, each Seller agrees that at the request of the Purchaser it will, at each 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. Each 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 each 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 the Sellers 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 Custodians. 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. -24-

Any Person into which the related Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the related Seller shall be a party, or any Person succeeding to the business of the related Seller, shall be the successor of the related 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 the Sellers 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 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 Sellers 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 Sellers in writing. Section 18. Entire Agreement. This Agreement and the Custodial Agreements 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, including without limitation, a certain unconsummated Mortgage Loan Purchase and Sale Agreement, dated as of November 1, 2003, among Sellers and Purchaser. Section 19. Costs of Enforcement. In addition to any other indemnity specified in this Agreement, Sellers agree 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 Sellers of this Agreement, the Custodial Agreements or a Takeout Commitment. -25-

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. 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. Sellers 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. Section 26. Joint and Several Liability. The liability of the Sellers hereunder is joint and several. The Sellers hereby: (a) acknowledge and agree that the Purchaser shall have no obligation to proceed against one Seller before proceeding against the other Seller, (b) waive any defense to their obligations under this Agreement, based upon or arising out of the disability or other defense or cessation of liability of one Seller versus the other or of any other Seller, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Purchaser by Sellers pursuant to this Agreement are paid in full. -26-

IN WITNESS WHEREOF, Purchaser and Sellers 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

AMERICAN HOME MORTGAGE CORP.
By: /s/ Michael Strauss ------------------------------------------Name: Michael Strauss Title: President

COLUMBIA NATIONAL, INCORPORATED
By: /s/ Michael Strauss ------------------------------------------Name: Michael Strauss Title: President

-27-

EXHIBIT A TRUST RECEIPT RESIDENTIAL MORTGAGE LOANS No._____ Date: [Residential Funding Corporation/Deutsche Bank National Trust Company], as custodian (the "Custodian"), certifies that Greenwich Capital Financial Products, Inc. ("Purchaser") is the registered owner of this Trust Receipt evidencing ownership of certain mortgage loans (the "Mortgage Loans") listed by identifying number on the schedule attached to this Trust Receipt and further identified in the books and records of the Custodian, owned of record and interim serviced by [American Home Mortgage Corp./Columbia National, Incorporated] (the "Seller"). The Mortgage Note and Mortgage for each Mortgage Loan are held by Custodian, pursuant to the terms and conditions of that certain Custodial Agreement dated as of January 1, 2004 (the "Agreement") among Purchaser, Seller, [American Home Mortgage Corp./Columbia National, Incorporated] and Custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Trust Receipt is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the holder of this Trust Receipt by virtue of the acceptance hereof assents and by which such holder is bound. This Trust Receipt supersedes any Trust Receipt bearing an earlier date. This Trust Receipt shall not be valid or become obligatory for any purpose unless and until the Certificate of Authentication appearing below has been duly executed by the Custodian.

IN WITNESS WHEREOF, the Custodian has caused this Trust Receipt to be duly executed under its official seal. [RESIDENTIAL FUNDING CORPORATION/DEUTSCHE BANK NATIONAL TRUST COMPANY], as Custodian By: Authorized Officer (Seal) Attest: By: Authorized Officer CERTIFICATE OF AUTHENTICATION This Trust Receipt is the Trust Receipt issued under the above-described Agreement. Dated: By: Authorized Officer

TRUST RECEIPT NO. RESIDENTIAL MORTGAGE LOANS Following are the identifying numbers of the Mortgage Loans subject to this Trust Receipt:

EXHIBIT B-1 [WAREHOUSE LENDER'S RELEASE] Greenwich Capital Financial Products, Inc. 600 Steamboat Road Steamboat, Connecticut Greenwich, Connecticut 06830 Ladies and Gentlemen: We hereby release all right, interest or claim of any kind, including any security interest or lien, with respect to the mortgage loan(s) referenced below, such release to be effective automatically without any further action by any party, upon payment, in one or more installments, by Greenwich Capital Financial Products, Inc., in accordance with the wire instructions which we delivered to you in a letter dated , ____, in immediately available funds, of an aggregate amount equal to the product of A multiplied by B (such product being rounded to the nearest $0.01) multiplied by C.* Street Loan # Mortgagor Address City State Zip Very truly yours, [WAREHOUSE LENDER] By: Name: Title: *A = weighted average trade price B = principal amount of the mortgage loan(s) C = 1 minus the discount set forth on the related confirmation

EXHIBIT B-2 [WAREHOUSE LENDER'S WIRE INSTRUCTIONS] Greenwich Capital Financial Products, Inc. 600 Steamboat Road Steamboat, Connecticut Greenwich, Connecticut 06830 Re: Greenwich Capital Financial Products, Inc. Mortgage Loan Purchase Program with [American Home Mortgage Corp./Columbia National, Incorporated] Ladies and Gentlemen: Set forth below are [Warehouse Lender's] wire instructions applicable to the above-referenced Purchase Program. Wire Instructions: Bank Name: City, State: ABA #: Account #: Account Name:

Please acknowledge receipt of this letter in the space provided below. This letter supersedes and replaces any prior notice specifying the name of [Warehouse Lender] and setting forth wire instructions and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by each of us and acknowledged by you. Very truly yours, [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED] By: Name: Title: [WAREHOUSE LENDER(S)]* By: Name: Title: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name: Title: * The authorized officer of each warehouse lender executing this letter must be the same authorized officer as signs the Exhibit B-1 Letter. Not applicable if there is no warehouse lender.

EXHIBIT C-1 [SELLER'S RELEASE] Greenwich Capital Financial Products, Inc. 600 Steamboat Road Greenwich, Connecticut 06830 Ladies and Gentlemen: With respect to the mortgage loan(s) referenced below (a) we hereby certify to you that the mortgage loan(s) is not subject to a lien of any warehouse lender and (b) we hereby release all right, interest or claim of any kind with respect to such mortgage loan, such release to be effective automatically without any further action by any party upon payment from Purchaser to Seller of an aggregate amount equal to the product of A multiplied by B (such product being rounded to the newest $0.01) multiplied by C* in accordance with our wire instructions in effect on the date of such payment. Street Loan # Mortgagor Address City State Zip Very truly yours, [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED] By: Name: Title: **Confirmed by: [WAREHOUSE LENDER] By: Name: Title: *A = weighted average trade price B = principal amount of the mortgage loan(s) C = 1 minus the discount set forth on the related confirmation ** If applicable.

EXHIBIT C-2 [SELLER'S WIRE INSTRUCTIONS] Greenwich Capital Financial Products, Inc. 600 Steamboat Road Greenwich, Connecticut 06830 Re: Custodial Agreement dated as of January 1, 2004, among Greenwich Capital Financial Products, Inc, American Home Mortgage Corp., Columbia National, Incorporated and [Residential Funding Corporation/Deutsche Bank National Trust Company] Ladies and Gentlemen: Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the abovereferenced Custodial Agreement. Set forth below are Seller's Wire Instructions applicable to the above-referenced Custodial Agreement. Wire Instructions: Bank Name: City, State: ABA #: Account #: Account Name: Please acknowledge receipt of this letter in the space provided below. This letter supersedes and replaces any prior notice specifying the name of Seller and Seller's Wire Instructions and shall remain in effect until superseded and

replaced by a letter, in the form of this letter, executed by each of us and acknowledged by you. Very truly yours, [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED]** By: Name: Title: Receipt acknowledged by: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name: Title: ** The authorized officer executing this letter must be the same authorized officer as signs the Exhibit C-1 Letter. Applicable if there is no Warehouse lender.

EXHIBIT D-1 [TRADE ASSIGNMENT] ("Takeout Investor") [Address] Attention: Ladies and Gentlemen: Attached hereto is a correct and complete copy of your confirmation of commitment (the "Commitment"), tradedated _, ____, to purchase $ of mortgage loans (the "Mortgage Loans") at a purchase price of . This is to confirm that (i) the Commitment is in full force and effect, (ii) the Commitment is hereby assigned to Greenwich Capital Financial Products, Inc. ("GCFP"), (iii) you will accept delivery of such Mortgage Loans directly from GCFP, (iv) you will pay GCFP for such Mortgage Loans, (v) upon GCFP's acceptance of this assignment, GCFP is obligated to make delivery of such Mortgage Loans to you in accordance with the attached Commitment and (vi) upon GCFP's acceptance of this assignment, you will release Seller from its obligation to deliver the Mortgage Loans to you under the Commitment. Upon GCFP's determination not to accept an assignment, GCFP will notify you that this assignment is rejected. Not later than 2:00 P.M. Eastern Standard Time one business day prior to your satisfaction of the Commitment, you shall fax a purchase confirmation to GCFP at (203) 625-2700, Attention: . Payment will be made to GCFP in immediately available funds. Very truly yours, [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED] By: Name: Title: Agreed to, confirmed and accepted: [TAKEOUT INVESTOR] By: Name: Title:

EXHIBIT D-2 [TRADE ASSIGNMENT] (Blanket) ____("Takeout Investor") [Address] Attention: Ladies and Gentlemen: This is to confirm that (i) your commitments ("Commitment"), made from time to time, to purchase mortgage loans (the "Mortgage Loans") from Seller may be assigned to Greenwich Capital Financial Products, Inc. ("GCFP"), (ii) you will accept delivery of such Mortgage Loans directly from GCFP, (iii) you will pay GCFP for such Mortgage Loans, (iv) upon GCFP's acceptance of this assignment with respect to any Commitment, GCFP will be obligated to make delivery of such Mortgage Loans to you in accordance with such Commitment and (v) upon GCFP's acceptance of such assignment with respect to any Commitment, you will release Seller from its obligation to deliver the related Mortgage Loans to you under such Commitment but Seller will not be released from any of its other obligations under the Loan Purchase and Sale Agreement. Your agreement to the foregoing shall remain in effect until terminated by your giving notice of such termination to Seller in the form attached hereto as Exhibit 1. Upon GCFP's determination not to accept an assignment, GCFP will notify you that this assignment is rejected with respect to the related Commitment. Not later than 9:00 A.M. Eastern Standard Time on the business day that you purchase the Mortgage Loans, you shall fax a purchase list containing the information required by the Mortgage Loan Settlement Summary to GCFP at (203) 625-2700, Attention: . You may also transmit such information electronically by 10:00 A.M. on such business day. Payment will be made to GCFP in immediately available funds. Very truly yours, [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED] By: Name: Title: Agreed to, confirmed and accepted: [TAKEOUT INVESTOR] By:

Name: Title:

EXHIBIT 1 to EXHIBIT D-2 [WITHDRAWAL OF CONSENT TO BLANKET TRADE ASSIGNMENT] [American Home Mortgage Corp. 520 Broadhollow Road Melville, New York 11747 ] [Columbia National, Incorporated 7142 Columbia Gateway Drive Columbia, MD 21046 ] Ladies and Gentlemen: The undersigned hereby terminates its agreement to Seller's assignment of Commitments to GCFP, which approval was given pursuant to the Trade Assignment dated _____. This termination shall be effective as of _________ but shall not affect the assignment of any Commitment which assignment was made prior to the date hereof. Capitalized terms not defined herein shall have the meanings set forth in the Trade Assignment. Very truly yours, [TAKEOUT INVESTOR] By: Name: Title: Copy to: Greenwich Capital Financial Products, Inc.

EXHIBIT E [PURCHASER'S WIRE INSTRUCTIONS] [Takeout Investor] [Address] Re: Custodial Agreement dated as of January 1, 2004, among Greenwich Capital Financial Products, Inc., American Home Mortgage Corp., Columbia National, Incorporated and [Residential Funding Corporation/Deutsche Bank National Trust Company] Ladies and Gentlemen: Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the abovereferenced Custodial Agreement. Set forth below are the Purchaser's Wire Instructions applicable to the above-referenced Custodial Agreement. Wire Instructions: Bank Name: City, State: ABA #: Account #: Account Name: Please acknowledge receipt of this letter in the space provided below. This letter supersedes and replaces any prior notice specifying the name of Purchaser and the Purchaser's Wire Instructions and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by each of us and acknowledged by you. Very truly yours, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name: Title: Receipt acknowledged by: [TAKEOUT INVESTOR] By: Name:

Title: cc: [American Home Mortgage Corp./Columbia National, Incorporated] Residential Funding Corporation

EXHIBIT F [FORM OF CONFIRMATION]
TO: [American Home Mortgage Corp. 520 Broadhollow Road Melville, new York 11747 ] [Columbia National, Incorporated 7142 Columbia Gateway Drive Columbia, MD 21046 ] DATE: RE: Confirmation of Purchase of Mortgage Loans Greenwich Capital Financial Products, Inc. ("Purchaser") is pleased to

confirm its agreement to purchase and your agreement to sell the Mortgage Loans relating to the pool number referred to herein, pursuant to the Mortgage Loan Purchase and Sale Agreement, dated as of January 1, 2004 (the "Mortgage Loan Purchase and Sale Agreement"), between Purchaser and Sellers, under the following terms and conditions: Pool No. Check as appropriate: Cash Window Transaction Conduit Transaction (Conduit: ) Purchase Date Settlement Date Discount Purchase Price Pass-Through Rate Total Principal Amount of the Pool Capitalized terms used and not otherwise defined herein shall have the meanings ascribed in the Mortgage Loan Purchase and Sale Agreement. Very truly yours, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name: Title:

EXHIBIT G [NOTICE OF REJECTION OF TRADE ASSIGNMENT] ____________("Takeout Investor") [Address] Attention: Ladies and Gentlemen: Greenwich Capital Financial Products, Inc. ("GCFP") hereby notifies you that it does not intend to purchase a 100% ownership interest in $ in mortgage loans (the "Mortgage Loans") that you committed to purchase from the [American Home Mortgage Corp./Columbia National, Incorporated] pursuant to your confirmation of commitment (the "Commitment") trade-dated , ____ a copy of which is attached hereto. Accordingly, the assignment of the Commitment by Seller to GCFP is hereby rejected, and GCFP shall have no obligations thereunder. Very truly yours, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name:

Title: cc: [American Home Mortgage Corp./Columbia National, Incorporated] Residential Funding Corporation

EXHIBIT H [SETTLEMENT MODIFICATION LETTER] [DATE] Greenwich Capital Financial Products, Inc. 600 Steamboat Road Greenwich, Connecticut 06830 Attention: [American Home Mortgage Corp. 520 Broadhollow Road Melville, New York 11747 [Columbia National, Incorporated 7142 Columbia Gateway Drive Columbia, MD 21046 ] Re: The Attached Confirmation of Commitment Ladies and Gentlemen: Attached hereto is a correct and complete copy of our confirmation of commitment ("Commitment"). We hereby confirm that we have irrevocably approved the Mortgage Loans subject to the Commitment for purchase by us and we hereby agree to purchase such Mortgage Loan(s) from Greenwich Capital Financial Products, Inc. ("GCFP") in accordance with the terms of the Commitment or, if this letter is executed by GCFP and [American Home Mortgage Corp./Columbia National, Incorporated], in accordance with the terms of the Commitment as amended hereby. We hereby request that the Commitment be amended as follows: (i) the Settlement Date set forth in the Commitment shall be _____________ _____________; (ii) the aggregate outstanding principal balance of the Mortgage Loans shall be $_________________ ; (iii) the aggregate amount of accrued interest on the Mortgage Loans shall be $ ; (iv) the trade price shall be %; and

(v) the total amount payable to GCFP shall be $ If we fail to pay you the amount set forth in clause (v) above on the amended Settlement Date, interest shall accrue on such amount at a rate equal to the weighted average of the Pass-Through Rates related to such Mortgage Loans.

If the amendments to the Commitment set forth above are acceptable to you, please so indicate by executing this letter in the appropriate space provided below and return it to us via facsimile at [TAKEOUT INVESTOR] By: Title: Agreed to: [AMERICAN HOME MORTGAGE CORP./COLUMBIA NATIONAL, INCORPORATED] By: Title: Facsimile #:. Agreed to: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By:

EXHIBIT I SELLER'S OFFICER'S CERTIFICATE I, ________________, hereby certify that I am the duly elected ________________ of [American Home Mortgage Corp./Columbia National, Incorporated], a ________ corporation (the "Seller"), and further certify, on behalf of the Seller as follows: 1. Attached hereto as Attachment I is a true and correct copy of the articles of incorporation and by-laws of the Seller as are in full force and effect on the date hereof. 2. Attached hereto as Attachment II is a Certificate of Good Standing of the Seller, issued by the Secretary of the State of ________ dated _____, ____. No event has occurred since _______, ____ which has affected the good standing of the Seller under the laws of the State of _______. 3. Each person who, as an officer or attorney-in-fact of the Seller, signed (a) the Mortgage Loan Purchase and Sale Agreement (the "Purchase Agreement"), dated as of January 1, 2004, by and between the Seller, [American Home Mortgage Corp./Columbia National, Incorporated] and Greenwich Capital Financial Products, Inc. (the "Purchaser"); (b) the Custodial Agreement (the "Custodial Agreement"), dated as of January 1, 2004, by and among the Seller, [American Home Mortgage Corp./Columbia National, Incorporated], the Purchaser and [Residential Funding Corporation/Deutsche Bank National Trust Company]; and (c) any other document delivered prior hereto or on the date hereof in connection with transactions contemplated in the Purchase Agreement was, at the respective times of such signing and delivery, and is as of the date hereof, duly elected or appointed, qualified and acting as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures. 4. Attached hereto as Attachment III is a true and correct copy of the resolutions duly adopted by the board of directors of the Seller on __________, ____ (the "Resolutions") with respect to the authorization and approval of the transactions contemplated in the Purchase Agreement; said Resolutions have not been amended, modified, annulled or revoked and are in full force and effect on the date hereof. 5. All of the representations and warranties of the Seller contained in the Purchase Agreement were true and correct in all material respects as of the date of the Purchase Agreement and are true and correct in all material respects as of the date hereof and the Seller has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the date hereof.. 6. The Seller has performed all of its duties and has satisfied all the material conditions on its part to be performed or satisfied pursuant to the Purchase Agreement on or prior to the date hereof.

7. There are no actions, suits or proceedings pending or, to my knowledge, threatened, against or affecting the Seller which, if adversely determined either individually or in the aggregate, would adversely affect the Seller's obligations under the Purchase Agreement or the Custodial Agreement. 8. No proceedings that could result in the liquidation or dissolution of the Seller are pending or contemplated.

9. Incumbency of Officers. The below named persons have been duly elected or appointed, and have been duly qualified as officers of the Seller holding the respective office below set opposite his or her name, and the signature below set opposite his or her name is his or her genuine signature. Name Office Signature All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement. IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Seller. Dated: _________ __, ____ [Seal] By: Name Title: I, ___________________, _________ of ______________, hereby certify that ________________ is the duly elected, qualified and acting _______________ of __________ and that the signature appearing above is the genuine signature of such person. IN WITNESS WHEREOF, I have hereunto signed my name. Dated: ____________ __, ____ [Seal] By: Name:

Title:

EXHIBIT J SELLER'S OFFICER'S CERTIFICATE I, ________________, hereby certify that I am the duly elected ________________ of [American Home Mortgage Corp./Columbia National, Incorporated], a ________ corporation (the "Seller"), and further certify, on behalf of the Seller as follows: 1. There has been no change in the articles of incorporation and by-laws of the Seller since the date such documents were provided to the Purchaser and such documents are in full force and effect on the date hereof. 2. No event has occurred since the date of the last good standing certificate of the Seller provided to the Purchaser which has affected the good standing of the Seller under the laws of the State of _______. 3. All of the representations and warranties of the Seller contained in the Purchase Agreement, including but not limited to the representations and warranties as to the Mortgage Loans being sold to the Purchaser on the date hereof, are true and correct in all material respects as of the date hereof and the Seller has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the date hereof.. 4. The Seller has performed all of its duties and has satisfied all the material conditions on its part to be performed or satisfied pursuant to the Purchase Agreement on or prior to the date hereof. 5. There are no actions, suits or proceedings pending or, to my knowledge, threatened, against or affecting the Seller which, if adversely determined either individually or in the aggregate, would adversely affect the Seller's obligations under the Purchase Agreement or the Custodial Agreement. 6. No proceedings that could result in the liquidation or dissolution of the Seller are pending or contemplated. 7. To the best of my knowledge after due inquiry and investigation, no Event of Default has occurred prior to the date hereof or is occurring on the date hereof. 8. Under generally accepted and regulatory accounting principles ("GAAP") and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans by the Seller to the Purchaser as a sale of the Mortgage Loans. The Seller has been advised by, or has confirmed with, its independent public accountants that the foregoing transactions will be so classified. 9. Each Mortgage Loan to be sold to the Purchaser on the date hereof was originated by the Seller or purchased from an approved originator previously approved by the Purchaser not later than

60 days prior to the date hereof. No Mortgage Loan was rejected for purchase or financing by any third party.

All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement. IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Seller. Dated: _________ __, ____ [Seal] By: Name Title: I, ___________________, _________ of ______________, hereby certify that ________________ is the duly elected, qualified and acting _______________ of __________ and that the signature appearing above is the genuine signature of such person. IN WITNESS WHEREOF, I have hereunto signed my name. Dated: ____________ __, _____ [Seal] By: Name Title:

EXHIBIT K LIST OF CONDUITS

EXHIBIT L MORTGAGE LOAN SCHEDULE

EXHIBIT 10.5.2 WHOLE LOAN CUSTODIAL AGREEMENT CUSTODIAL AGREEMENT GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. Purchaser, 600 Steamboat Road Greenwich, Connecticut 06830 AMERICAN HOME MORTGAGE CORP. Seller 520 Broadhollow Road Melville, New York 11747 COLUMBIA NATIONAL, INCORPORATED Seller 7142 Columbia Gateway Drive Columbia, Maryland 21046 and DEUTSCHE BANK NATIONAL TRUST COMPANY Custodian 1761 East St. Andrew Place Santa Ana, California 92705 Attn: Mortgage Custody - AH041C Dated as of January 1, 2004

TABLE OF CONTENTS Page ---Section 1. Section 2. Section 3. Section 4. Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24 Definitions......................................................1 Delivery of Documents by Seller..................................7 Custodian as Custodian for, and Bailee of, Purchaser, Assignee and Warehouse Lender...........................................7 Certification by Custodian; Delivery of Documents; Disbursement Account........................................................9 [Reserved]......................................................12 Default.........................................................12 Access to Documents.............................................12 Custodian's Fees and Expenses; Successor Custodian; Standard of Care..........................................................12 Assignment by Purchaser.........................................15 Insurance.......................................................16 Representations, Warranties and Covenants.......................16 No Adverse Interests............................................17 Amendments......................................................17 Execution in Counterparts.......................................18 Agreement for Exclusive Benefit of Parties; Assignment..........18 Effect of Invalidity of Provisions..............................18 Governing Law...................................................18 Consent to Service..............................................18 Notices.........................................................18 Certification...................................................18 Construction....................................................19 Submission to Jurisdiction......................................19 WAIVER OF JURY TRIAL............................................19 Joint and Several Liability.....................................18

Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit

A-1 Cash Window Submission Package A-2 Freddie Mac Document List A-3 Fannie Mae Document List A-4 Fannie Mae Master Bailee Letter B-1.Conduit Submission Package B-2 Conduit Master Bailee Letter C Request for Certification D Trust Receipt D-1 Notice of Intent to Issue a Trust Receipt E-1 Warehouse Lender's Release E-2 Warehouse Lender's Wire Instructions F-l Seller's Release F-2 Seller's Wire Instructions G-l Purchaser's Wire Instructions to Seller G-2 Purchaser's Wire Instructions to Custodian

Exhibit G-3 Purchaser's Delivery Instructions to Custodian Exhibit H Notice by Assignee to Custodian of Purchaser's Default Exhibit I [Reserved] Exhibit J Form of Delivery Instructions Exhibit K-1 Trade Assignment Exhibit K-2 Trade Assignment (Blanket) Schedule A List of Conduits

CUSTODIAL AGREEMENT THIS CUSTODIAL AGREEMENT ("Agreement"), dated as of the date set forth on the cover page hereof (the "Effective Date"), is entered into by and among GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Purchaser"), DEUTSCHE BANK NATIONAL TRUST COMPANY, as custodian ("Custodian"), AMERICAN HOME MORTGAGE CORP. (a "Seller") and COLUMBIA NATIONAL, INCORPORATED (a "Seller", and together with American Home Mortgage Corp., the "Sellers"). PRELIMINARY STATEMENT Purchaser has agreed to purchase from Sellers, from time to time, at its sole election, certain mortgage loans pursuant to the terms and conditions of one or more Purchase Agreements between Purchaser and Sellers relating to Cash Window Transactions or Conduit Transactions. With respect to the certain mortgage loans that Purchaser elects to purchase, the related Seller is obligated to interim service the Mortgage Loans pursuant to the terms and conditions of the Purchase Agreements. Purchaser desires to have Custodian take possession of the Mortgage Notes evidencing the Mortgage Loans, along with certain other documents specified herein, as the custodian for and bailee of Purchaser or Assignee in accordance with the terms and conditions hereof. The parties hereto agree as follows: Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Agency": Freddie Mac, Fannie Mae or GNMA, as applicable. "Applicable Agency Documents": The documents listed on Exhibit A-2, Exhibit A-3 or those documents listed on Exhibit B-1 as shall apply to GNMA, as applicable. "Applicable Guide": With respect to each Takeout Investor the applicable guide published by such Takeout Investor setting forth the requirements Mortgage Loans must satisfy in order to be eligible for purchase by such Takeout Investor as amended or supplemented from time to time. "Assignee": The party identified in writing to a Seller and Custodian by Purchaser from time to time who acts as agent for certain beneficiaries pursuant to certain Repurchase Transaction Tri-Party Custody Agreements with Purchaser.

"Assignment of Mortgage": An assignment of the Mortgage, notice of transfer or equivalent instrument sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of a Mortgage Loan. "Bailee Letter": A Fannie Mae Bailee Letter or a Conduit Bailee Letter, as applicable. "Business Day": Any day other than (a) a Saturday, Sunday or other day on which banks located in the State of New York or the State of California are authorized or obligated by law or executive order to be closed or (b) any day on which Purchaser or Custodian is authorized or obligated by law or executive order to be closed. "Cash Window Submission Package": The documents listed on Exhibit A-1, which shall be delivered by the related Seller to Custodian in connection with each Cash Window Transaction. "Cash Window Transaction": A transaction initiated by a Seller's delivery of a Request for Certification which identifies Fannie Mae or Freddie Mac as the Takeout Investor. "Commitment": A commitment executed by Takeout Investor and a Seller evidencing Takeout Investor's agreement to purchase one or more Mortgage Loans from the related Seller and the related Seller's agreement to sell one or more Mortgage Loans to Takeout Investor in a forward trade by the applicable Expiration Date. "Conduit": Any of the entities listed on Schedule A, as amended or supplemented from time to time. "Conduit Bailee Letter": The master bailee letter, in the form of Exhibit B-2, for use by Custodian in connection with the delivery of a Conduit Submission Package, for the purpose of delivering the related Conduit Submission Package, excluding (i) a copy of the Confirmation, (ii) the Warehouse Lender's Release or Seller's Release, as applicable, and (iii) the original Assignment of Mortgage, in blank, to a Conduit. "Conduit Submission Package": The documents listed on Exhibit B-1, which shall be delivered by the related Seller to Custodian in connection with each Conduit Transaction. "Conduit Transaction": A transaction initiated by a Seller's delivery of a Request for Certification which identifies a Conduit as the Takeout Investor. "Confirmation": A written confirmation as required by the Purchase Agreement of Purchaser's intent to purchase a pool of Mortgage Loans. "Custodian": The party identified on the cover page hereto and its permitted successors hereunder. "Delivery Instructions": With respect to a Mortgage Loan, instructions prepared by a Seller and transmitted electronically in an appropriate data layout no later than 11:00 a.m. -2-

Eastern Time, in the form of Exhibit J indicating the address for the delivery by Custodian of the applicable portion of the related Submission Package. "Disbursement Account": shall have the meaning set forth in Section 4(a)(2) hereof. "Discount": With respect to a Mortgage Loan sold by a Seller to Purchaser, the amount set forth on the related Confirmation as the Discount. "Eastern Time": Either Eastern Standard Time or Day Light Savings Time as then in effect in New York City. "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 Sellers, the Electronic Agent and MERS, as the same shall be amended, supplemented or otherwise modified from time to time. "Expiration Date": With respect to any Commitment, the expiration date thereof. "Fannie Mae": Fannie Mae, and any successor thereto. "Fannie Mae Bailee Letter": The master bailee letter, in the form of Exhibit A-4, for use by Custodian in connection with the delivery to Fannie Mae of a Cash Window Submission Package excluding (i) the Assignment of Mortgage, in blank, (ii) the Warehouse Lender's Release or Seller's Release, as applicable, (iii) all modification agreements relating to a Mortgage, (iv) the Delivery Instructions, and (v) a copy of the Commitment. "Fannie Mae Commitment": A commitment executed by Fannie Mae and a Seller, evidencing Fannie Mae's agreement to purchase one or more Mortgage Loans from the related Seller and the related Seller's agreement to sell one or more Mortgage Loans to Fannie Mae by the applicable Expiration Date under the Applicable Guide. "Freddie Mac": Freddie Mac, and any successor thereto. "Freddie Mac Commitment": A commitment executed by Freddie Mac and a Seller evidencing Freddie Mac's agreement to purchase one or more Mortgage Loans from the related Seller and the related Seller's agreement to sell one or more Mortgage Loans to Freddie Mac by the applicable Expiration Date under the Applicable Guide. "Funding Confirmation": With respect to all Mortgage Loans purchased by Purchaser from a Seller via a single wire funds transaction on a particular Business Day, the trade confirmation from Purchaser to the related Seller confirming the terms of Purchaser's purchase of such Mortgage Loans. "GNMA": The Government National Mortgage Association and any successor thereto. -3-

"HUD": United States Department of Housing and Urban Development and any successor thereto. "Loan Identification Data": The applicable information regarding a Mortgage Loan, set forth on a Request for Certification, in the form of Exhibit C, which shall include (i) Purchaser's reference number, (ii) the name of Purchaser's applicable program, (iii) the Mortgage Loan number (iv) the last name of the Mortgagor, (v) the face amount of the Mortgage Note, (vi) the original number of months to maturity of the Mortgage Loan, (vii) the original interest rate borne by the Mortgage Note, (viii) the name of the Takeout Investor, (ix) the sale price of the Mortgage Loan to the Takeout Investor, (x) the commitment number, (xi) with respect to each MERS Mortgage Loan, the MIN, (xii) the Expiration Date, (xiii) the date the Mortgage Loan is scheduled to be delivered to the Takeout Investor, (xiv) the Release Payment, (xv) the name of the Warehouse Lender, if any, and (xvi) the Purchaser's Payee Number, if applicable. "Losses": Any and all losses, claims, damages, liabilities or expenses (including lost interest and reasonable attorney's fees) incurred by any Person specified; provided, however that "Losses" shall not include losses, claims, damages, liabilities or expenses which would have been avoided had such Person taken reasonable actions to mitigate such losses, claims, damages, liabilities or expenses. "MERS": Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto. "MERS Mortgage Loan": Any Mortgage Loan as to which the related Mortgage or assignment of Mortgage has been recorded in the name of MERS, as agent for the holder from time to time of the Mortgage Note and which is identified as a MERS Mortgage Loan on the related Loan Identification Data." "MERS Report": The schedule listing MERS Mortgage Loans and other information prepared by the Electronic Agent with respect to such Mortgage Loan. "MERS System": The system of recording transfers of Mortgages electronically maintained by MERS. "MIN": The mortgage identification number of Mortgage Loans registered with MERS on the MERS System. "Mortgage": A mortgage, deed of trust or other security instrument creating a lien on an estate in fee simple in real property securing a Mortgage Note. "Mortgage Loan": A loan secured by a mortgage and that is subject to this Agreement. "Mortgage Note": The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage. -4-

"Mortgaged Property": The property subject to the lien of the Mortgage securing a Mortgage Note. "Mortgagor": The obligor on a Mortgage Note. "Notice of Bailment": A notice, in the form of Schedule A to Exhibit A-4 or Schedule A to Exhibit B-2, as applicable, delivered by Custodian to Takeout Investor in connection with each delivery to Takeout Investor of the applicable portion of each Submission Package. "Payee Number": The code used by Fannie Mae to indicate the wire transfer instructions that will be used by Fannie Mae to purchase a Mortgage Loan. "Person": Any individual, corporation, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof. "Primary Mortgage Insurer": Any one of GE Capital Mortgage Insurance Co., Republic Mortgage Insurance Co., Mortgage Guaranty Insurance Corp., United Guaranty Corporation or PMI Mortgage Insurance Company or any other entity approved as a primary mortgage insurer by Fannie Mae. "Purchase Agreement": Each Purchase and Sale Agreement, dated as of the date set forth on the cover page thereof, between the related Seller and Purchaser, as each is amended from time to time providing the terms of Cash Window Transactions or Conduit Transactions. "Purchase Date": With respect to a Mortgage Loan, the date on which Purchaser purchases such Mortgage Loan from the related Seller. "Purchaser": Greenwich Capital Financial Products, Inc. and its successors. "Purchaser's Payment": The amount set forth on the Request for Certification in the "RELEASE PAYMENT" column. "Purchase Price": With respect to each Mortgage Loan purchased by Purchaser, an amount equal to the Trade Principal less an amount equal to the product of the Trade Principal and the Discount (i.e., TP minus (TP times D)). "Purchaser's Wire Instructions to Custodian": Wire Instructions delivered by Purchaser to Custodian, in the form of Exhibit G-2, executed by Purchaser, receipt of which is acknowledged by Custodian specifying the wire address where all funds received in accordance with Purchaser's Wire Instructions to Sellers shall be transferred by Custodian. "Purchaser's Wire Instructions to Seller": The wire instructions, set forth on Exhibit G-1, specifying the account which shall be used for the payment of all amounts due and payable by Sellers to Purchaser hereunder. -5-

"Release Payment": The funds referred to in a Warehouse Lender's Release or Seller's Release, as applicable. "Request for Certification": A report detailing Loan Identification Data supplied by the related Seller to Purchaser and Custodian in the form of Exhibit C and transmitted electronically in an appropriate data layout, regarding all Mortgage Loans being offered for sale by the related Seller to Purchaser on the Purchase Date. "Seller": With respect to any Mortgage Loan, the Sellers whose names is set forth on the cover page hereof from whom the Purchaser purchased such Mortgage Loan pursuant to the terms of the Purchase Agreement, and its permitted successors hereunder. "Seller's Release": A letter, in the form of Exhibit F-1, delivered by a Seller when no Warehouse Lender has an interest in a Mortgage Loan, conditionally releasing all of the related Seller's right, title and interest in a Mortgage Loan upon receipt of payment by the related Seller. "Seller's Wire Instructions": The wire instructions, set forth in a letter in the form of Exhibit F-2, to be used for the payment of funds to the related Seller when no Warehouse Lender has an interest in the Mortgage Loans to which such payment relates. "Submission Package": With respect to each Mortgage Loan, a Cash Window Submission Package or a Conduit Submission Package, as applicable. "Successor Servicer": An entity designated by Purchaser, in conformity with the Purchase Agreement, to replace the related Seller as servicer for Purchaser, and, with respect to Cash Window Transactions, a seller/servicer of the Mortgage Loans for the Agency. "Takeout Investor": An Agency or a Conduit as applicable. "Trade Assignment": The assignment by a Seller to Purchaser of the related Seller's rights under a specific Commitment, in the form of Exhibit K-1, or of the related Seller's rights under all Commitments, in the form of Exhibit K-2. "Trade Price": The trade price set forth on a Commitment. "Trade Principal": With respect to any Mortgage Loan, the outstanding principal balance of the Mortgage Loan multiplied by a percentage equal to the Trade Price. "Trust Receipt": A receipt of Custodian, substantially in the form of Exhibit D hereto, indicating that with respect to the Mortgage Loans listed on the attached schedule, the Custodian has performed the procedures set forth in Sections 4(a) and 4(b) hereof, that it has received the entire Cash Window Submission Package or the Conduit Submission Package, as applicable, and that it is holding such documents as bailee and custodian of Purchaser. -6-

"Underwriter": Any party, including but not limited to a mortgage loan pool insurer, who underwrites a Mortgage Loan prior to its purchase by Purchaser. "Underwriter's Form": A Fannie Mae/Freddie Mac Form 1008/1077, HUD92900WS, HUD92900.4, VA Form 26-6393, VA Form 26-1866, a mortgage loan pool insurance certificate, or an underwriting approval form from a Primary Mortgage Insurer, as applicable, completed by an Underwriter with respect to a Mortgage Loan, indicating that such Mortgage Loan complies with its underwriting requirements. "Warehouse Lender": Any lender providing financing to a Seller for the purpose of originating Mortgage Loans, which lender has a security interest in such Mortgage Loans as collateral for the obligations of the related Seller to such lender. "Warehouse Lender's Release": A letter, substantially in the form of Exhibit E-1, from a Warehouse Lender to Purchaser, conditionally releasing all of Warehouse Lender's right, title and interest in certain Mortgage Loans identified therein upon payment to Warehouse Lender. "Warehouse Lender's Wire Instructions": The wire instructions, set forth in a letter in the form of Exhibit E-2, from a Warehouse Lender to Purchaser, setting forth wire instructions for all amounts due and payable to such Warehouse Lender. Section 2. Delivery of Documents by Seller. If a Seller desires to engage in Cash Window Transactions: (a) relating to a Freddie Mac Commitment, the related Seller shall deliver to Purchaser a copy of (i) Freddie Mac Form 1035 (Custodial Agreement), if applicable, duly executed by the related custodian and Freddie Mac, and (ii) Freddie Mac Form 3 (Summary Agreement) or such other equivalent agreement as is acceptable to Purchaser, duly executed by the related Seller and Freddie Mac; or (b) relating to a Fannie Mae Commitment, the related Seller shall deliver to Purchaser a copy of (i) Fannie Mae Form 2003 (Custodial Agreement) if applicable, duly executed by the related custodian and Fannie Mae, (ii) Fannie Mae Mortgage Selling and Servicing Contract, and Fannie Mae Form 482 (Designation of Payee - Wire Transfer Information). Section 3. Custodian as Custodian for, and Bailee of, Purchaser, Assignee and Warehouse Lender. (a) With respect to each Mortgage Note, each Assignment of Mortgage and all other documents constituting each Submission Package that are delivered to Custodian or that at any time come into Custodian's possession, Custodian, subject to the provisions of paragraphs (b) and (c) of this Section 3, shall act solely and exclusively in the capacity of custodian for, and bailee of, Purchaser. Custodian shall, subject to the provisions of paragraphs (b) and (c) of this Section 3 and except as otherwise required by Section 4: (i) hold all documents constituting a -7-

Submission Package received by it for the exclusive use and benefit of Purchaser; (ii) make disposition thereof only in accordance with this Agreement and the directions of the Purchaser; and (iii) have no discretion or authority to act in a manner which is in any respect contrary to its role as custodian with respect to its obligations under this Agreement. Custodian shall segregate and maintain continuous custody of all documents constituting a Submission Package received by it in secure and fire resistant facilities in accordance with customary standards for such custody and shall mark its books and records to indicate that Purchaser is the owner of the Mortgage Loans and that the Submission Package is being held for Purchaser. (b) With respect to each Mortgage Loan purchased by Purchaser from a Seller, Purchaser shall have the right to assign to Assignee such Mortgage Loan as described in Section 9. If Purchaser has notified Custodian in writing of such assignment, then, upon notice in the form of Exhibit H hereto by Assignee to Custodian of Purchaser's default, Assignee may (i) require Custodian to act with respect to the related Submission Packages solely in the capacity of custodian for, and bailee of, Assignee, but nevertheless subject to and only in accordance with the terms of this Agreement, (ii) require Custodian to hold such Submission Packages for the exclusive use and benefit of Assignee, and (iii) assume the rights of Purchaser under this Agreement to furnish instructions to Custodian as to the disposition of such Submission Packages and such rights shall be exercisable solely by Assignee. Custodian shall give Assignee written acknowledgment of the receipt of such notice by signing such notice and returning a copy thereof to Assignee. In the event that, prior to receipt of such notice from Assignee, Custodian delivered any Submission Package specified in such notice to Purchaser, Takeout Investor or Purchaser's designee, Custodian shall so notify Assignee, and Custodian shall not be deemed to hold such Submission Package for Assignee unless and until such Submission Package is redelivered to Custodian. The failure of Custodian to give the written acknowledgment referred to above shall not affect the validity of such assignment, pledge or grant of a security interest from the Purchaser to its Assignee. The effects of Assignee's notice to Custodian set forth above shall continue until Custodian is otherwise notified in writing by Assignee. The terms of this Agreement shall not apply to any Submission Package delivered by Custodian to Assignee. (c) Sellers and Purchaser acknowledge that Warehouse Lender, if any, identified from time to time in each Warehouse Lender's Release to be received by Custodian pursuant to Section 4(b)(i), is a warehouse lender for the related Seller. Sellers and Purchaser acknowledge that, in accordance with the terms of each Warehouse Lender's Release to be received by the Custodian pursuant to Section 4(b)(i), pursuant to which each such Warehouse Lender conditionally releases its security interest in the Mortgage Loan referred to in the related Warehouse Lender's Release, such release shall not be effective until the Release Payment is remitted to the Warehouse Lender in accordance with the Warehouse Lender's Wire Instructions. Until remittance of a Release Payment to Warehouse Lender, the interest of the related Warehouse Lender in a Mortgage Loan shall continue and remain in full force and effect. Sellers agree that to the extent the Release Payment is greater than the Purchase Price, the related Seller shall transfer on the Purchase Date the difference between the Release Payment and the Purchase Price to the Warehouse Lender in accordance with the Warehouse Lender's Wire Instructions or as otherwise agreed by the Seller and the Warehouse Lender. -8-

(d) If any additional documents relating to the Submission Package come into the Custodian's possession, the provisions of paragraphs (a), (b) and (c) of this Section 3 shall apply to such additional documents in the same manner as such provisions apply to the related Submission Package. Section 4. Certification by Custodian; Delivery of Documents; Disbursement Account. (a) (1) With respect to each Mortgage Loan being offered by a Seller for sale to Purchaser pursuant to (i) a Cash Window Transaction or (ii) a Conduit Transaction, the related Seller shall ensure that Custodian and Purchaser have each received the Loan Identification Data and Wiring Instruction Data necessary to complete a Request for Certification no later than 9:00 p.m. Eastern Time on the Business Day immediately preceding the related Purchase Date. Further, the related Seller shall ensure that Custodian shall be in possession of a Submission Package for each Mortgage Loan identified on a Request for Certification no later than 6:00 p.m. Eastern Time on the Business Day prior to the related Purchase Date and that no more than 500 loan files are to be delivered to Custodian with respect to any one Purchase Date. Upon receipt by Custodian of such Request for Certification, Custodian shall ascertain whether it is in possession of a Submission Package for each Mortgage Loan identified on a Request for Certification and shall certify in accordance with Section 20 herein, each Submission Package and, no later than 2:00 p.m. Eastern Time on the Business Day of the related Purchase Date, issue to Purchaser by facsimile a Notice of Intent to Issue a Trust Receipt substantially similar to Exhibit D-l. If Custodian is not in possession of a Submission Package relating to a Mortgage Loan identified on a Request for Certification, Custodian shall notify the related Seller and shall not include such Mortgage Loan in any Notice of Intent to Issue Trust Receipt. Not later than 3:00 p.m. Eastern Time on the Business Day of the related Purchase Date, Purchaser shall notify Custodian in writing or electronically which Mortgage Loans it does not intend to purchase as identified in the Notice of Intent to Issue Trust Receipt. Not later than 6:00 p.m. Pacific Time on the Business Day of the related Purchase Date, Custodian shall issue a cumulative Trust Receipt to Purchaser. Each Trust Receipt issued shall supersede any Trust Receipt bearing an earlier date. (2) Custodian shall establish and maintain an account (the "Disbursement Account"), entitled "Disbursement Account, Deutsche Bank National Trust Company, as Custodian for Greenwich Capital Financial Products, Inc. Account No. 40043," into which the Purchaser shall deposit the Purchase Price with Custodian. With respect to any Mortgage Loan, the Purchaser shall remit the Purchase Price to the Custodian for deposit into the Disbursement Account no later than 4:00 p.m. Eastern Time on the related Purchase Date. Any funds in the Disbursement Account shall remain uninvested. Provided that Custodian has received the related wire transfer as provided in Section 4(a)(2) above, on any related Purchase Date, the Custodian shall be permitted to disburse funds from the Disbursement Account pursuant to the Wiring Instruction Data provided by the related Seller. In no event shall Custodian be obligated to disburse funds if Custodian has not received funds pursuant to Section 4(a)(2) above. The Sellers hereby represent that they shall be solely responsible for assuring that the information provided in such Wiring Instruction Data is correct and agrees to confirm such Wiring Instruction Data by delivering to Custodian via overnight delivery a hard copy certification and confirmation of such Wiring Instruction Data -9-

which is consistent in all material respects with the electronic delivery of such data (such data to be received by the Custodian no later than 4:00 p.m. Eastern Time). The certification and confirmation from the related Seller shall be signed by an authorized officer of the related Seller. Custodian shall not be authorized to disburse funds from the Disbursement Account unless and until it receives from the related Seller such written, certified Wiring Instruction Data. The Sellers shall be obligated to cover any overdrafts or shortfalls related to the Disbursement Account pursuant to the terms and conditions provided separately by a money transfer service agreement, between the Sellers and Deutsche Bank National Trust Company, to be entered into by the parties. (b) With respect to each Request for Certification, prior to the delivery of the Notice of Intent to Issue a Trust Receipt by Custodian: (i) Custodian shall review each applicable set of documents comprising the Submission Package and shall ascertain whether (A) each document required by this Agreement to be in such Submission Package is in the Custodian's possession, (B) each document in the Custodian's possession conforms to the Loan Identification Data set forth in the Request for Certification with regard to items (iii) through (vii), inclusive, (C) each document appears regular on its face, (D) each document appears on its face to conform to the requirements of Exhibit A-1 or Exhibit B-1, as applicable, (E) each Mortgage Loan is listed on a schedule attached to a Warehouse Lender's Release or a Seller's Release, as the case may be, (F) if the Release Payment is a dollar amount, the amount appearing in the "RELEASE PAYMENT" column on the Request for Certification is equal to or exceeds the Release Payment identified on the Warehouse Lenders Release or Sellers Release, (G)(l) with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to Purchaser's Wire Instructions to Seller or (2) the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or GrowingEquity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified by Purchaser in writing as Purchaser's Payee Number, and (H) with respect to each MERS Mortgage Loan and within twenty-four hours of the related funding, based solely upon a review of the MERS Report, each MERS Mortgage Loan is registered in the MERS System, the "interim funder" data field is blank with respect to each MERS Mortgage Loan and the Mortgagee, or in the case of a deed of trust, the beneficiary, is MERS and the Mortgage Loan is identified on the Loan Identification Data as a MERS Mortgage Loan. (ii) If Custodian determines that the documents in the Submission Package and the Mortgage Loan to which they relate conform in all respects with Section 4(b)(i), Custodian shall include such Mortgage Loan in the Notice of Intent to Issue Trust Receipt and, assuming Purchaser does not notify Custodian that it will not purchase a particular Mortgage Loan, in the Trust Receipt issued that day to Purchaser. If documents in the Submission Package do not conform in all respects with Section 4(b)(i) or are missing -10-

and/or do not conform (except as specified in Section 4(b)(i)), Custodian shall not include such Mortgage Loan in any Notice of Intent to Issue Trust Receipt. (c) As outlined in Section 4(a), Custodian shall deliver to Purchaser, no later than 6:00 p.m. Pacific Time on the Business Day of the related Purchase Date, by facsimile transmission followed by overnight courier a cumulative Trust Receipt. Each cumulative Trust Receipt should include: (i) all Mortgage Loans that Custodian has certified on all prior Purchase Dates that Purchaser has not communicated to Custodian its release of interest in and (ii) the collateral location pursuant to the Mortgage Loan Schedule of each Mortgage Loan appearing on this cumulative Trust Receipt. Each Trust Receipt shall be deemed a certification by the Custodian that the Custodian has completed the procedures set forth in Sections 4(a) and 4(b)(i) hereof and a certification that it is holding each related Submission Package for the benefit of Purchaser in accordance with the terms hereof. (d) All documents comprising a Submission Package relating to Mortgage Loans included in a Trust Receipt shall be delivered by Custodian to the Takeout Investor specified by the related Seller via overnight courier in accordance with the Delivery Instructions and, except with respect to Mortgage Loans for which Freddie Mac or GNMA is the Takeout Investor, under cover of a fully completed Notice of Bailment prepared by Custodian in accordance with the terms of the applicable Bailee Letter. Custodian shall not deliver any Submission Package to any potential Takeout Investor unless such Takeout Investor was identified by the related Seller to Purchaser on the Purchase Date in the Loan Identification Data or as agreed to in writing by Purchaser and Custodian shall confirm prior to delivery of any documents to any Takeout Investor that such Takeout Investor has executed a Bailee Letter. In those cases where a copy of any intervening mortgage assignment, or an unrecorded original of any intervening mortgage assignment are delivered to the Custodian, the related Seller shall promptly cause the original of such instrument to be recorded. If Delivery Instructions direct Custodian to deliver any portion of a Submission Package to a location that is not the Takeout Investor's office specified on Schedule A, Custodian must receive Purchaser's written consent to deliver to such location prior to complying with such Delivery Instructions. Upon receipt of one written approval from Purchaser, such written approval shall, unless Custodian receives written or electronic notice from Purchaser to the contrary, be deemed to apply to all Delivery Instructions delivered in the future by the related Seller that list such location. Following delivery by Custodian of the Submission Package to Takeout Investor, all remaining documents, if any, not included in such Submission Package shall be held by Custodian for thirty (30) days following receipt of notification from Purchaser, at which time the Custodian shall destroy such documents or deliver the same as directed by, and at the expense of, the related Seller. (e) At any time following the delivery of a Trust Receipt, in the event Custodian becomes aware of any noncompliance in any respect with Section 4(b)(i) with respect to a related Submission Package or the related forms, including the return of documents to the Custodian from Takeout Investor due to a defect in such documents or if Takeout Investor fails to purchase any Mortgage Loan by the related Cure Date, the Custodian shall give prompt oral notice of such defect to the related Seller and Purchaser, followed by a written specification thereof to Purchaser within one Business Day. In addition, Custodian shall provide written notice in the event that any documents remain in the possession of a Takeout Investor for ten -11-

days and the related Mortgage Loans have not been purchased by Takeout Investor prior to such date. Section 5. [Reserved]. Section 6. Default.If Sellers fail to fulfill any of their obligations under the Purchase Agreement or hereunder or in connection with the exercise by Purchaser of any remedy pursuant to Section 3 of the Purchase Agreement then, subject to the provisions of Section 3(b) of this Agreement, Purchaser may, by written or electronic notice to Custodian, (a) appoint Custodian as its delegate to complete the endorsements on behalf of Purchaser on the Mortgage Notes held by Custodian and to complete and record at Purchaser's expense the related blank Assignments of Mortgages relating to the affected Mortgage Loans in accordance with Purchaser's instructions and, when applicable, (b) require Custodian to deliver to Purchaser, Takeout Investor or Successor Servicer the Submission Packages (or any portion thereof specified by Purchaser) in Custodian's possession or under Custodian's control to which the failure relates. If Purchaser fails to purchase Mortgage Loans as provided for under the Purchase Agreement or hereunder, Custodian shall hold the Mortgage Loans for the benefit of the related Seller and shall act under instructions from the related Seller. Section 7. Access to Documents. Upon reasonable prior written notice to Custodian, Purchaser (and if the Mortgage Loans have been assigned, Assignee) and its agents, accountants, attorneys and auditors will be permitted during normal business hours at its office to examine and copy at their expense the Submission Packages, documents, records and other papers in possession of or under the control of Custodian relating to any or all of the Mortgage Loans in which Purchaser has an interest. Upon the written or electronic request of Purchaser (or, if applicable, Assignee) and at the cost and expense of Purchaser (or, if applicable, Assignee), Custodian shall provide such Purchaser (or, if applicable, Assignee) with copies of the Mortgage Notes, Assignments of Mortgage and other documents in Custodian's possession relating to any of the Mortgage Loans in which Purchaser (or, if applicable, Assignee) has an interest. In addition, upon the written or electronic request of Purchaser, Custodian shall provide Purchaser with an electronic transmission containing a list of all the Mortgage Loans for which the Custodian holds documents pursuant to this Custodial Agreement and a list of the documents held by Custodian with respect to each such Mortgage Loan. Section 8. Custodian's Fees and Expenses; Successor Custodian; Standard of Care. (a) Sellers agree to pay the Custodian such fees and expenses for its services under this Agreement as are set forth in a separate agreement between Custodian and Sellers (the "Sellers/Custodian Fee Agreement"), and shall further pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with this Agreement or any other documents executed in connection herewith (including, without limitation, attorney's fees and expenses). The payment of the Custodian's fees and expenses pursuant to the Sellers/Custodian Fee Agreement, shall be solely the obligation of Sellers. Custodian has no lien on, and shall not attempt to place a lien on, or assert an interest in, any of the Submission Package, Mortgage Loans or proceeds thereof to -12-

secure the payment of its fees and expenses. The obligations of the Sellers under this Section 8 shall survive the termination of this Agreement and the resignation or removal of Custodian. (b) Custodian or any successor Custodian may resign at any time by giving sixty (60) days' prior written notice to Sellers and Purchaser. Such resignation shall take effect upon the earlier of (i) the appointment of a successor Custodian by Purchaser and delivery of all the Submission Packages and any related documents in Custodian's possession to the successor Custodian in accordance with the written or electronic direction of the Purchaser, and (ii) the delivery of all the Submission Packages and any related documents in Custodian's possession to the Purchaser or its designee pursuant to (c) below after expiration of said sixty (60) days. Sellers shall be responsible for reimbursing Custodian for its expenses associated with delivery of the Submission Packages and related documents to Purchaser. (c) In the event of any such resignation, Custodian shall promptly transfer to the successor Custodian all Submission Packages and related documents in Custodian's possession and the successor Custodian shall hold such Submission Packages and related documents in accordance with this Agreement. If Purchaser directs the removal of Custodian, Purchaser shall be responsible for all expenses associated with the transfer of the Submission Packages and any related documents in Custodian's possession and for any fee of the successor Custodian in excess of the fees of the initial Custodian hereunder. In any case, Custodian shall not be responsible for payment of fees to any successor Custodian. The Purchaser shall have sixty (60) days in which to appoint and designate an acceptable successor Custodian. If the Purchaser fails to appoint a successor Custodian within such 60-day period, then Custodian shall deliver possession and custody of the Submission Packages and any related Submission Packages in Custodian's possession to Purchaser at the address specified on the cover page hereof, or if a timely written designation is received by Custodian, to any designee of Purchaser. (d) Custodian shall have responsibility only for the Submission Packages and their contents which have been actually delivered to it and which have not been released to the related Seller, Purchaser, the Takeout Investor, Agency or Assignee or their respective agent or designee in accordance with this Agreement. The standard of care to be exercised by Custodian in the performance of its duties under this Agreement shall be to exercise the same degree of care as Custodian exercises when it holds similar mortgage loan documents as security for similar loans or warehouse loans. Custodian is an agent, bailee and custodian only and is not intended to be, nor shall it be construed to be (except only as agent, bailee and custodian), a representative, trustee or fiduciary of or for either the related Seller, the Agency, Purchaser or Assignee. With respect to its obligations under this Agreement, the Custodian shall not be bound in any way by any agreement or contract other than this Agreement and the exhibits and schedules hereto and any other agreement to which it is a party. The Custodian shall not be required to ascertain or inquire as to the performance or observance of any of the conditions or agreements to be performed or observed by any other party, except as specifically provided in this Agreement and the exhibits and schedules hereto. The Custodian disclaims any responsibility for the validity or accuracy of the recitals to this Agreement and any representations and warranties contained herein, unless specifically identified as recitals, representations or warranties of the Custodian. (i) Throughout the term of this Agreement, the Custodian shall have no responsibility for ascertaining the value, collectability, insurability, recordability, -13-

enforceability, effectiveness or suitability of any Collateral, the title of any party therein, the validity or adequacy of the security afforded thereby, or the validity of this Agreement (except as to Custodian's authority to enter into this Agreement and to perform its obligations hereunder). (ii) The Custodian shall not be under any duty to determine or pass upon the genuineness, validity or legal sufficiency of any of the documents constituting part of any Submission Package, and shall be entitled to assume that all documents constituting part of such files are genuine and valid and that they are what they purport to be, and that any endorsements or assignments thereof are genuine and valid. (iii) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights and powers, if, in its sole judgment, it shall believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (iv) The Custodian is not responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than for the Custodian's compensation or for reimbursement of expenses. (v) In the absence of bad faith on the part of Custodian, Custodian may conclusively rely, as to the truth of the statements expressed therein, upon any certificates furnished to Custodian which conform to the requirements of this Agreement. (vi) Neither the Custodian nor any of its officers, directors, employees and agents shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction of the Purchaser given under this Agreement. (vii) Custodian may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (viii)Custodian may consult with counsel and the advice or any written opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (ix) Custodian shall not invest or reinvest any cash held in the Disbursement Account in the absence of timely and specific written investment direction from the Purchaser. In no event shall Custodian be liable for the selection of investments or for investment losses incurred thereon. Custodian shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or as a result of the failure of the Purchaser to provide timely written investment direction. (x) Sellers hereby jointly and severally indemnify, defend and hold Custodian and its officers, directors, employees and agents harmless from and against any claim, -14-

legal action, liability or loss that is initiated against or incurred by Custodian and its officers, directors, employees and agents, including court costs and reasonable attorney's fees and disbursements, in connection with Custodian's performance of its duties under this Agreement, including those involving ordinary negligence, but excluding only those involving gross negligence or willful misconduct of Custodian. Notwithstanding anything to the contrary contained herein, this provision shall survive the termination of this Agreement. The Custodian shall have the power to employ such agents as it may reasonably deem necessary or appropriate in the performance of its duties and the exercise of its powers under this Agreement. (e) Neither the Custodian nor any of its officers, directors, employees and agents shall incur any liability to any Person for its acts or omissions hereunder, except as may result from its negligence or willful misconduct. The parties each (for itself and any person or entity claiming though it) hereby releases, waives, discharges, exculpates and covenants not to sue the Custodian for any action taken or omitted under this Agreement except to the extent caused by the Custodian's negligence or willful misconduct. Notwithstanding anything contained herein to the contrary, the parties agree that no party hereunder nor any of its directors, officers or employees shall be liable to any other party hereunder for any special, consequential or punitive damages whatsoever. (f) Custodian undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, it being expressly understood that there are no implied duties hereunder. Whenever in the administration of the provisions of this Agreement the Custodian shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Custodian, be deemed to be conclusively proved and established by a certificate signed by one of the Purchaser's officers and delivered to the Custodian and such certificate, in the absence of negligence or bad faith on the part of the Custodian, shall be full warrant to the Custodian for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof. Section 9. Assignment by Purchaser. Purchaser may assign all of its right, title and interest in and to some or all of the Mortgage Loans purchased by Purchaser pursuant to the Purchase Agreement and all rights of Purchaser under the Purchase Agreement (and this Agreement) in respect of such Mortgage Loans represented thereby to Assignee. Purchaser shall provide written notice to Custodian of any such assignment. The failure of Purchaser to give such notice shall not affect the validity of any such assignment. If the Purchaser does, however, fail to give such notice to the Custodian, then the Assignee may give such notice to the Custodian. Sellers hereby irrevocably consent to any such assignment to the extent permitted by law. Subject to any limitations in any agreement between such Assignee and the Purchaser, such Assignee may, upon notice as provided in Section 15 hereof, directly enforce and exercise such rights under this Agreement that have been assigned to it and, until otherwise notified by such Assignee, the Purchaser shall no longer have any of such rights. In accordance with the provisions of the Electronic Tracking Agreement, the related 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 on the related Loan -15-

Identification Data and (2) cause the Purchaser to be designated an Associated Member (as defined in the Electronic Tracking Agreement) with respect to each such MERS Mortgage Loan. Subject to any limitations in any agreement between Assignee and Purchaser, Assignee may, upon notice of Purchaser's default as provided in Section 3(b) hereof, directly enforce and exercise such rights under this Agreement that have been assigned or pledged to it and, until otherwise notified by Assignee, Purchaser shall no longer have any of such rights. Custodian shall assume that any assignment from Purchaser to Assignee is subject to no limitations that are not expressly set forth in this Agreement. Section 10. Insurance. Custodian shall, at its own expense, maintain at all times during the existence of this Agreement such (a) fidelity insurance, (b) theft of documents insurance, (c) forgery insurance and (d) errors and omissions insurance as Custodian deems appropriate, prudent and customary. Section 11. Representations, Warranties and Covenants. (a) By Custodian. Custodian hereby represents and warrants to, and covenants with, Sellers and Purchaser that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (i) Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and fully satisfies the requirements for acting as a GNMA custodian, a Fannie Mae custodian and a Freddie Mac custodian; and (ii) Custodian has the full power and authority to hold each Mortgage Loan and to enter into and perform its duties and obligations as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law. (b) By Sellers. Sellers hereby represent and warrant to, and covenant with, Custodian and Purchaser that, as of the date hereof and throughout the term of this Agreement: (i) Sellers are duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; and (ii) Sellers have the full power and authority to hold each Mortgage Loan and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Sellers, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or -16-

similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law. (c) By Purchaser. Purchaser hereby represents and warrants to, and covenants with, Custodian and Sellers that, as of the date hereof and throughout the term of this Agreement: (i) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; and (ii) Purchaser has the full power and authority to hold each Mortgage Loan and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law. Section 12. No Adverse Interests. By its acceptance of each Submission Package, Custodian covenants and warrants to Purchaser that: (a) as of the date of payment by Purchaser of the Purchase Price, Custodian, solely in its capacity as Custodian, (i) holds no adverse interests, by way of security or otherwise, in the related Mortgage Loan, and (ii) has no interest in or lien upon the Submission Packages which it holds as custodian for Purchaser; and (b) Custodian hereby waives and releases any such interest in such Mortgage Loan which it, acting solely in its capacity as Custodian, has or which it may thereafter acquire prior to the time of release of such Mortgage Loan from the terms of this Agreement. Section 13. Amendments. This Agreement may be amended only by written agreement of Sellers, Purchaser and Custodian except that, if this Agreement shall have been assigned by Purchaser with written notice of such assignment given to Sellers and Custodian, no amendment shall be effective unless the amendment is also signed by Assignee. Purchaser shall give at least five (5) days'prior written notice to Assignee of any proposed amendment to this Agreement and shall furnish Assignee with a copy of each such amendment within five (5) days after it is executed and delivered. This Agreement, together with the Exhibits, Schedules and other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Section 14. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Section 15. Agreement for Exclusive Benefit of Parties; Assignment. This Agreement is for the exclusive benefit of the parties hereto and their respective successors and permitted assigns hereunder and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. This Agreement shall bind the parties hereto and their -17-

respective successors, but, except for the assignments provided in Sections 3(b) and 9, shall not be assigned or pledged by any party without the prior written consent of the other parties. Written notice from Assignee to Custodian (with a copy to Purchaser) that Purchaser has defaulted in any material respect under any funding or loan agreement relating to the financing of Purchaser's purchase of Mortgage Loans shall be conclusive for all purposes of this Agreement. Section 16. Effect of Invalidity of Provisions. In case any one or more of the provisions contained in this Agreement are or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby, unless the remaining provisions cause this Agreement to fail its essential purpose. Section 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws rules. Section 18. Consent to Service. Each party irrevocably consents to the service of process by registered or certified mail, postage prepaid, to it at its address given in or pursuant to Section 19. Section 19. Notices. Any notices, consents, directions and other communications given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by facsimile or electronic transmission, or personally delivered at, or sent by overnight courier to the addresses of the parties hereto set forth on the cover page hereof or such other address as any party shall give in a notice to the other parties pursuant to this Section 19. Section 20. Certification. Custodian hereby acknowledges that each time it issues a Notice of Intent to Issue Trust Receipt and attaches a list of Mortgage Loans, it is making an express representation and warranty to Purchaser that it has reviewed each Submission Package listed on the Request for Certification as specified in Sections 4(a) and (b) with respect to the related Mortgage Loan. Section 21. Construction. The headings in this Agreement are for convenience only and are not intended to influence its construction. References to Sections and Exhibits in this Agreement are to the Sections of and Exhibits to this Agreement. The Exhibits are part of this Agreement. In this Agreement, the singular includes the plural, the plural the singular, and the words "and" and "or" are used in the conjunctive or disjunctive as the sense and circumstances may require. Section 22. 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, -18-

that such court does not have jurisdiction over such party. Nothing herein will be deemed to preclude any party hereto from bringing an action or proceeding in respect of this Agreement in any jurisdiction other than as set forth in this Section 22. 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. Section 24. Joint and Several Liability. The liability of the Sellers hereunder is joint and several. The Sellers hereby: (a) acknowledge and agree that the Purchaser and the Custodian shall have no obligation to proceed against one Seller before proceeding against the other Seller, (b) waive any defense to their obligations under this Agreement, based upon or arising out of the disability or other defense or cessation of liability of one Seller versus the other or of any other Seller, and (c) waive any right of subrogation or ability to proceed against any Person until all amounts owed to Purchaser and Custodian by Sellers pursuant to this Agreement are paid in full. -19-

IN WITNESS WHEREOF, Sellers, Purchaser and Custodian have caused this Agreement to be duly executed as of the date and year first above written. AMERICAN HOME MORTGAGE CORP. (Seller)
By: /s/ Michael Strauss -----------------------------------Name: Michael Strauss Title: President

COLUMBIA NATIONAL, INCORPORATED (Seller)
By: /s/ Michael Strauss -----------------------------------Name: Michael Strauss Title: President

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (Purchaser)
By: /s/ Michael Pillari -----------------------------------Name: Michael Pillari Title: Managing Director

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian
By: /s/ Andrew Hays -----------------------------------Name: Andrew Hays Title: Associate By: /s/ Aimee Kemmeter -----------------------------------Name: Aimee Kemmeter Title: Assistant Vice President

EXHIBITA-1 CASH WINDOW SUBMISSION PACKAGE With respect to each Mortgage Loan being offered by Seller for sale to Purchaser pursuant to a Cash Window Transaction, Seller shall deliver and release to Custodian the following documents: (i) The original Mortgage Note bearing all intervening endorsements from the originator to the Seller endorsed, "Pay to the order of _______, without recourse" and signed in the name of Seller by an authorized officer of Seller; (if applicable), the original assumption agreement, together with the original of any surety agreement or guaranty agreement relating to the Mortgage Note or any such assumption agreement, and if the Mortgage Note has been signed by a third party on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign or a copy of such power of attorney together with an Officer's Certificate (or a certificate from the county recorder's office) certifying that such copy presents a true and correct reproduction of the original and that such original has been duly recorded or delivered for recordation in the appropriate records of the jurisdiction in which the related Mortgaged Property is located and if Freddie Mac is the Agency for the related Mortgage Loan, the Freddie Mac loan number should appear on the top right hand corner of the Mortgage Note; (ii) A Mortgage meeting one of the following requirements: (A) The original Mortgage bearing evidence that the Mortgage has been duly recorded in the records of the jurisdiction in which the Mortgaged Property is located; or (B) A copy of the Mortgage together with either (i) an officer's certificate (which may be a blanket officer's certificate of Seller covering all such Mortgage Loans), (ii) a certificate from the county recorder's office, or (iii) a certificate from the related title company or escrowed closing agent, in such case that such copy represents a true and correct reproduction of the original Mortgage and that such original has been duly recorded or delivered for recordation in the appropriate records of the jurisdiction in which the Mortgaged Property is located; (iii) With respect to each Mortgage Loan that has been designated for sale to Fannie Mae, an original Assignment of Mortgage to Fannie Mae in recordable form but unrecorded signed in the name of Seller by an authorized officer; (iv) If Seller did not originate the Mortgage Loan, all original intervening assignments duly executed and acknowledged and in recordable form, evidencing the

chain of mortgage assignments from the originator of the Mortgage Loan to Seller, and a copy of each such intervening mortgage assignment, together with an Officer's Certificate, or a certificate from the recorder's office, certifying that such copy represents a true and correct reproduction of the original of such instrument and that such original has been duly recorded or delivered for recordation in the appropriate records of the jurisdiction where the Mortgaged Property is located; (v) Except with respect to any MERS Mortgage Loan, an original Assignment of Mortgage, in blank, in recordable form but unrecorded (which Assignment of Mortgage may be in the form of a blanket assignment of two or more such Mortgages to the extent permitted by applicable law) signed in the name of Seller by an authorized officer; (vi) A Warehouse Lender's Release, from any Warehouse Lender having a security interest in the Mortgage Loans or if there is no Warehouse Lender with respect to such Mortgage Loans, a Seller's Release, from Seller, addressed to Purchaser, releasing any and all right, title and interest in such Mortgage Loans. (vii) Delivery Instructions. (viii) Originals, if any, of each modification agreement. (ix) The Applicable Agency Documents, listed on Exhibit A-2 and Exhibit A-3. (x) The original policy of title insurance, or, if the policy has not yet been issued, a written commitment or interim binder issued by the title insurance company, dated and certified as of the date the Mortgage Loan was funded, with a statement by the title insurance company or closing attorney on such binder or commitment that the priority of the lien of the related Mortgage during the period between the date of the funding of the related Mortgage Loan and the date of the related title policy (which title policy shall be dated the date of recording of the related Mortgage) is insured. (xi) with respect to each MERS Mortgage Loan, a MERS Report. (xii) A Trade Assignment in the form of Exhibit K-1 or Exhibit K-2 attached hereto, which shall be fully completed and executed by both the Takeout Investor and the Seller. All documents delivered to Custodian shall be delivered by Seller in an appropriate file folder, properly secured, and clearly marked with Seller's appropriate Freddie Mac or Fannie Mae loan number identifying such Mortgage Loan in the form and order required by the Agency. In those cases where a copy of any intervening mortgage assignment, or an unrecorded original of any intervening mortgage assignment are delivered to the Custodian with a certification by Seller that the originals are being sent for recordation, Seller shall promptly cause the original of such instrument to be recorded.

EXHIBIT A-2 Freddie Mac DOCUMENT LIST (i) Freddie Mac Form 1 (Fixed-Rate Mortgage Purchase Contract Conventional Home Mortgages - Original Cash) or Freddie Mac Form 9 (Fixed-Rate Mortgage Purchase Contract Conventional Home Mortgages - Gold Cash), or Freddie Mac Form 2 (Adjustable Rate Purchase Contract Conventional Home Mortgages). (ii) Freddie Mac Form 1034 (Custodial Certification Schedule). (iii) Freddie Mac Form 996 (Warehouse Lender Release of Security Interest).1 (iv) Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery). (v) Freddie Mac Form 960 (Transfer of Servicing) (if supplied by Seller) 1 Consisting either of the form submitted by Seller to Custodian naming Purchaser as Warehouse Lender or in the circumstances contemplated by Section 3(d), a substituted form completed by Custodian naming the Purchaser as Warehouse Lender.

EXHIBIT A-3 Fannie Mae DOCUMENT LIST (i) Either a Standard Mandatory Delivery Commitment or a Negotiated Mandatory Delivery Commitment or a Negotiated Market-Rate Standby Commitment. (ii) Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule). (iii) Fannie Mae Form 360 (Incumbency Certificate) (executed by Seller naming person authorized to instruct Fannie Mae on where to wire funds).2 (iv) All original intervening assignments (if any) duly executed and acknowledged and in recordable form, but unrecorded. 2 If applicable.

EXHIBIT A-4 [LETTERHEAD OF PURCHASER] FANNIE MAE MASTER BAILEE LETTER ____________ __ , ____ [______________] Attention: Ladies and Gentlemen: In connection with its Conforming Whole Loan Purchase: Cash Window Program, the undersigned GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Purchaser") shall from time to time, cause Deutsche Bank National Trust Company, as custodian ("Custodian"), to deliver to Fannie Mae original promissory notes ("Mortgage Notes") evidencing certain mortgage loans ("Mortgage Loans"), along with certain other documents comprising the related files ("Mortgage Documents"). Custodian is hereby instructed to prepare and insert a Notice of Bailment in the form of Schedule A hereto with respect to each Mortgage Loan ("Notice of Bailment"), in each file of Mortgage Documents delivered by Custodian to Fannie Mae. Except as otherwise provided herein, each Mortgage Document so delivered to Fannie Mae is to be held by Fannie Mae, as agent for Custodian, and subject to only Purchaser's direction and control. Upon Purchaser's receipt of all of the proceeds from the sale of a Mortgage Loan in accordance with the wiring instructions set forth in Fannie Mae's Form 482 or 1068 all of Purchaser's legal or equitable interest in the Mortgage Loan shall terminate. The persons listed on the attached Schedule B are the authorized representatives ("Authorized Representatives") of Purchaser. Custodian shall not honor any communication relating to a Mortgage Loan, which is not confirmed by the written or telephonic consent, confirmed in writing at the request of Custodian, of an Authorized Representative of Purchaser. 25

Please execute and return the enclosed copy of this Master Bailee Letter in the enclosed self-addressed envelope. Sincerely, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (Purchaser) By: Name:

Title: Agreed to: Deutsche Bank National Trust Company, as Custodian By: Name:

Title: Dated: As of the date first set forth above 26

SCHEDULE A TO EXHIBIT A-4 NOTICE OF BAILMENT [Fannie Mae Address] Re: [Insert Description of Loan, including Borrower's Name, Loan Amount and Fannie Mae's Loan Number] Ladies and Gentlemen: Pursuant to the Master Bailee Letter, dated__________, ____ (the "Master Bailee Letter"), between Greenwich Capital Financial Products, Inc. ("Purchaser") and Deutsche Bank National Trust Company (the "Custodian"), you are hereby notified that the enclosed original promissory note with respect to the referenced loan together with certain other documents comprising the related file with respect to that loan (the "Mortgage Documents") being hereby delivered to you herewith are to be held by you as agent of Custodian (which holds the Mortgage Documents as custodian and bailee for the benefit of Purchaser). Any Mortgage Documents (or portion thereof) not purchased by you in accordance with the provisions of the Applicable Guide shall be sent to the Custodian by overnight courier to: [insert address for return of documents]. The proceeds of the sale of each Mortgage Loan accepted for purchase by you must be remitted immediately upon settlement by you, by wire transfer in immediately available funds, in accordance with the following wire instructions:

ABA #___________ A/C #___________ Attn: ______________ You shall be responsible for making certain that all of the proceeds from the sale of the Mortgage Loan are received in accordance with the wire transfer instructions set forth above and Purchaser's interest in the Mortgage Loan shall not be released until such funds are received by Purchaser. Any questions relating to the Mortgage Documents should be referred to the Purchaser at (203) 625-2700. Sincerely, By:___________________________________ Name:_________________________________ Title:________________________________ 27

SCHEDULE B TO EXHIBIT A-4 AUTHORIZED REPRESENTATIVES OF PURCHASER Name Title Authorized Signature 28

EXHIBIT B-1 CONDUIT SUBMISSION PACKAGE With respect to each Mortgage Loan being offered by Seller for sale to Purchaser, pursuant to a Conduit Transaction, Seller shall deliver and release to Custodian the following documents: (i) The original Mortgage Note bearing all intervening endorsements from the originator to the Seller endorsed, "Pay to the order of _______, without recourse" and signed in the name of Seller by an authorized officer of Seller; (if applicable), the original assumption agreement, together with the original of any surety agreement or guaranty agreement relating to the Mortgage Note or any such assumption agreement, and if the Mortgage Note has been signed by a third party on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign or a copy of such power of attorney together with an officer's certificate from the Seller (or a certificate from the county recorder's office) certifying that such copy presents a true and correct reproduction of the original and that such original has been duly recorded or delivered for recordation in the appropriate records of the jurisdiction in which the related Mortgaged Property is located; (ii) A Mortgage meeting one of the following requirements: (A) The original Mortgage bearing evidence that the Mortgage has been duly recorded in the records of the jurisdiction in which the Mortgaged Property is located; or (B) A copy of the Mortgage together with either (i) an officer's certificate (which may be a blanket officer's certificate of Seller covering all such Mortgage Loans), (ii) a certificate from the county recorder's office, or (iii) a certificate from the related title company or escrowed closing agent, in such case that such copy represents a true and correct reproduction of the original Mortgage and that such original has been duly recorded or delivered for recordation in the appropriate records of the jurisdiction in which the Mortgaged Property is located; (iii) If Seller did not originate the Mortgage Loan, all original intervening assignments duly executed and acknowledged and in recordable form, evidencing the chain of mortgage assignments from the originator of the Mortgage Loan to Seller, and/or a copy of each such intervening mortgage assignment, together with either (i) an officer's certificate (which may be a blanket officer's certificate of Seller covering all such Mortgage Loans), (ii) a certificate from the county recorder's office, or (iii) a certificate from the related title company or escrowed closing agent, in such case that such copy represents a true and correct reproduction of the original Mortgage and that such original has been duly recorded or delivered for recordation in the appropriate records of the jurisdiction in which the Mortgaged Property is located;

(iv) Except with respect to any MERS Mortgage Loan, an original Assignment of Mortgage, in blank, in recordable form but unrecorded signed in the name of Seller by an authorized officer; (v) If applicable, a Warehouse Lender's Release, from any Warehouse Lender having a security interest in the Mortgage Loans or, or if there is no Warehouse Lender with respect to such Mortgage Loans, a Seller's Release, from Seller, addressed to Purchaser, releasing any and all right, title and interest in such Mortgage Loans; (vi) Delivery Instructions; and (vii) A copy of the Commitment.

EXHIBIT B-2 [LETTERHEAD OF CUSTODIAN] CONDUIT MASTER BAILEE LETTER ___________ __ , ____ [ADDRESS] [__________] Attention: Ladies and Gentlemen: The undersigned Deutsche Bank National Trust Company ("Custodian"), as custodian for GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Purchaser") shall from time to time deliver to ________ ("Takeout Investor") original promissory notes ("Mortgage Notes") evidencing certain mortgage loans ("Mortgage Loans"), along with certain other documents comprising the related files ("Custodial Files") and, in each case, a Notice of Bailment in the form of Schedule A hereto with respect to each Mortgage Loan ("Notice of Bailment"), for inspection by Takeout Investor prior to the possible purchase by Takeout Investor of such Mortgage Loans pursuant to commitments ("Commitments") from certain sellers of Mortgage Loans ("Sellers"). Prior to its delivery to Takeout Investor, all of Seller's right, title and interest in each Mortgage Loan and proceeds thereof shall have been conveyed to Purchaser in accordance with each Seller's agreement with Purchaser. Except as otherwise provided herein, each Custodial File so delivered to Takeout Investor is to be held by Takeout Investor, as agent for Custodian, and subject to only Purchaser's direction and control until released as provided herein. The proceeds of the sale of each Mortgage Loan accepted for purchase by Takeout Investor must be remitted immediately upon settlement by Takeout Investor, by wire transfer in immediately available funds, in accordance with the following wire instructions: ABA #___________ A/C #____________ Attn: ______________ Takeout Investor shall be responsible for making certain that all of the proceeds from the sale of each Mortgage Loan are received in accordance with the wire transfer instructions set forth on each Notice of Bailment and Purchaser's interest in the Mortgage Loans shall not be released until such funds are received by Purchaser.

Upon Purchaser's receipt of all of the proceeds from the sale of a Mortgage Loan in accordance with the wiring instructions in the applicable Notice of Bailment, all of Purchaser's legal or equitable interest in the Mortgage Loan shall terminate. All Mortgage Loan documents held by Takeout Investor which are received by Takeout Investor from Custodian with respect to a Mortgage Loan that is not purchased must be returned immediately to Custodian at the address for delivery of documents set forth on the Notice of Bailment. Purchaser reserves the right at any time, until a Mortgage Loan has been purchased by Takeout Investor, to demand the return of the related Mortgage Documents to Custodian, and Takeout Investor agrees to return to Custodian the Mortgage Documents pertaining to a Mortgage Loan not purchased by Takeout Investor immediately upon such demand by Purchaser. The persons listed on the attached Schedule B are the authorized representatives ("Authorized Representatives") of Purchaser. Takeout Investor shall not honor any communication from Sellers or any third party relating to a Mortgage Loan, which is not confirmed by the written or telephonic consent of an Authorized Representative of Purchaser, or until Purchaser has received the required amount of proceeds of the sale of such Mortgage Loan. In the event Takeout Investor is not able for any reason to comply with the terms of this Bailee Letter, Takeout Investor shall immediately return the Submission Package to Custodian at the above address. Takeout Investor acknowledges that the Custodial File is being delivered in accordance with its instructions. Takeout Investor shall not deliver a Custodial File to any third party without the prior written consent of Purchaser unless such third party is a wholly owned subsidiary of Takeout Investor or a custodian and bailee of Takeout Investor who is receiving such Custodial File with written notice of the bailment created by this Master Bailee Letter. In the event Takeout Investor is not able for any reason to comply with the terms of this Master Bailee Letter, Takeout Investor shall immediately return each Custodial File in Takeout Investor's possession to Custodian at the address for delivery of documents set forth in the related Notice of Bailment. No deviation in performance of the terms of any previous bailment agreement will alter any of Takeout Investor's duties or responsibilities as provided herein.

By accepting delivery of a Custodial File containing a Notice of Bailment, Takeout Investor shall be bound by the terms hereof. Please execute and return the enclosed copy of this Master Bailee Letter in the enclosed selfaddressed envelope. Sincerely, Deutsche Bank National Trust Company, as Custodian By: Name:

Title: Dated: As of the date first set forth above Agreed to: [CONDUIT] (Takeout Investor) By: Name: Title: Dated: As of the date first set forth above

SCHEDULE A TO EXHIBIT B-2 NOTICE OF BAILMENT [Conduit Address] Re: [Insert Description of Loan, including Borrower's Name, Loan Amount and Fannie Mae's Loan Number] Ladies and Gentlemen: Pursuant to the Master Bailee Letter, dated , ____ (the "Master Bailee Letter"), between you and Deutsche Bank National Trust Company (the "Custodian"), you are hereby notified that the enclosed original promissory note with respect to the referenced loan together with certain other documents comprising the related file with respect to that loan (the "Mortgage Documents") being hereby delivered to you herewith are to be held by you as agent of Custodian (which holds the Mortgage Documents as custodian and bailee for the benefit of Greenwich Capital Financial Products, Inc. ("Purchaser")). Any Mortgage Documents (or portion thereof) not purchased by you in accordance with the provisions of the Applicable Guide shall be sent to the Custodian by overnight courier to: [insert address for return of documents]. In the event you elect to purchase the Mortgages subject to the Master Bailee Letter, you shall pay the Trade Price to the Purchaser by wire transfer based upon the following instructions:

ABA #___________ A/C #____________ Attn: ______________ Any questions relating to the Mortgage Documents should be referred to the Purchaser at (203) 625-2700. Sincerely, By: Name:

Title:

SCHEDULE B TO EXHIBIT B-2 AUTHORIZED REPRESENTATIVES OF PURCHASER
Name ---___________________ ___________________ ___________________ ___________________ Title ----___________________ ___________________ ___________________ ___________________ Authorized Signature -------------------_____________________ _____________________ _____________________ _____________________

EXHIBIT C REQUEST FOR CERTIFICATION
---------------------------------- -- ------------------------------------------------------ -- --------Type of Transaction: (0)Cash Window Transaction ( ---------------------------------- -- ------------------------------------------------------ -- --------Mortgagor Original Loan First and Property Address (street, Original Loan # Amount Last Name city, state, zip) Loan Term Note Rate a ------------ ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- ------------- ---------------- --------------- --------------------------- -------------- ------------- --

---------------------------------- ---------------------------Type of Transaction: (0)Conduit Transaction ---------------------------------- ---------------------------Loan Type Original Loan (fixed or Loan # Amount Maturity Date adjustable ------------ ----------------------------- ----------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- ----------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------------------- ------------

EXHIBIT D TRUST RECEIPT MORTGAGE LOANS No. ____ Date: Deutsche Bank National Trust Company, as custodian (the "Custodian"), certifies that on the date of this Trust Receipt, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Purchaser") is the registered owner of this Trust Receipt evidencing ownership of certain mortgage loans (the "Mortgage Loans") listed by identifying number on the schedule attached to this Trust Receipt and further identified in the books and records of the Custodian, interim serviced by [____________] ("Seller"). The Mortgage Note and copy of the recorded Mortgage (or deed of trust) for each Mortgage Loan are held by Custodian, pursuant to the terms and conditions of that certain Custodial Agreement dated as of _____, 200_ (the "Agreement") among Purchaser, Seller and Custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Trust Receipt is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the holder of this Trust Receipt by virtue of the acceptance hereof assents and by which such holder is bound. Any transfer of this Trust Receipt may be registered upon presentation of this Trust Receipt by the transferee hereof, duly assigned to the transferee, at the office of the Custodian. This Trust Receipt supersedes any Trust Receipt bearing an earlier date.

This Trust Receipt shall not be valid or become obligatory for any purpose unless and until the Certificate of Authentication appearing below has been duly executed by the Custodian. IN WITNESS WHEREOF, the Custodian has caused this Trust Receipt to be duly executed. Deutsche Bank National Trust Company, as Custodian By: Authorized Officer CERTIFICATE OF AUTHENTICATION This Trust Receipt is one of the Trust Receipts issued under the above-described Agreement. Dated: By: Authorized Officer

TRUST RECEIPT NO. MORTGAGE LOANS Following are the identifying numbers of the Mortgage Loans subject to this Trust Receipt:

EXHIBIT D-1 NOTICE OF INTENT TO ISSUE TRUST RECEIPT MORTGAGE LOANS No. ____ Date: Deutsche Bank National Trust Company as custodian (the "Custodian"), hereby notifies GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Purchaser") that Custodian shall issue a Trust Receipt certifying that Purchaser is the registered owner of certain mortgage loans (the "Mortgage Loans") listed by identifying number on the schedule attached to this Notice of Intent to Issue Trust Receipt and further identified in the books and records of the Custodian, interim serviced by __________ ("Seller"). DEUTSCHE BANK NATIONAL TRUST COMPANY as Custodian By: Authorized Officer

MORTGAGE LOANS Following are the identifying numbers of the Mortgage Loans subject to this Notice of Intent to Issue Trust Receipt:

EXHIBIT E-1 [WAREHOUSE LENDER'S RELEASE] Greenwich Capital Financial Products, Inc. Ladies and Gentlemen: We hereby release all right, interest or claim of any kind with respect to the mortgage loan(s) referenced below, such release to be effective automatically without any further action by any party, upon payment in full, in one or more installments, from Greenwich Capital Financial Products, Inc., in accordance with the wire instructions which we delivered to you in a letter dated _______ , 200__ ,in immediately available funds, of an aggregate amount equal to the product of A multiplied by B (such product being rounded to the nearest $0.01) multiplied by C.* Loan * Mortgagor Address City State Zip

Very truly yours, [WAREHOUSE LENDER] By: Name:

Title: * A= weighted average trade price B = principal amount of the mortgage loans C = 1 minus the discount set forth on the related Funding Confirmation

EXHIBIT E-2 Date: [WAREHOUSE LENDER'S WIRE INSTRUCTIONS] Greenwich Capital Financial Products, Inc. Re: Greenwich Capital Financial Products, Inc. Whole Loan Purchase Program with [Seller] Ladies and Gentlemen: Set forth below are [Warehouse Lender's] wire instructions applicable to the above-referenced Whole Loan Purchase Program. Wire Instructions: Bank Name: City, State: ABA#: Account #: Account Name:

Please acknowledge receipt of this letter in the space provided below. This letter supersedes and replaces (i) any prior notice specifying the name of [Warehouse Lender] and setting forth wire instructions and (ii) any contrary wire instructions contained in any form of release delivered by [Warehouse Lender] to [Purchaser] shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by each of us and acknowledged by you. Very truly yours, [SELLER] By: Name:

Title: [WAREHOUSE LENDER(S)](3) By: Name:

Title: Receipt Acknowledged By: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name: Title: 3 The authorized officer of each Warehouse Lender executing this letter must be the same authorized officer as signs the Warehouse Lender's Release. Not applicable if there is no Warehouse Lender.

EXHIBIT F-1 [SELLER'S RELEASE] Greenwich Capital Financial Products, Inc. 600 Steamboat Road Greenwich, Connecticut 06830 Ladies and Gentlemen: With respect to the mortgage loan(s) referenced below (a) we hereby certify to you that the mortgage loan(s) is not subject to a lien of any warehouse lender and (b) we hereby release all right, interest or claim of any kind with respect to such mortgage loan, such release to be effective automatically without any further action by any party upon payment from Purchaser to Seller of an aggregate amount equal to the product of A multiplied by B (such product being rounded to the nearest $0.01) multiplied by C* in accordance with our wire instructions in effect on the date of such payment. Loan Mortgagor Street Address City State Zip

Very truly yours, [SELLER] By: Name:

Title: *A` weighted average trade price B` principal amount of the mortgage loan(s) C` 1 minus the discount set forth on the related funding confirmation

EXHIBIT F-2 Date: [SELLER'S WIRE INSTRUCTIONS] Greenwich Capital Financial Products, Inc. Re: Custodial Agreement dated as of January 1, 2004, among Greenwich Capital Financial Products, Inc., American Home Mortgage Corp., Columbia National, Incorporated and Deutsche Bank National Trust Company Ladies and Gentlemen: Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the abovereferenced Custodial Agreement. Set forth below are the Seller's Wire Instructions applicable to the above-referenced Custodial Agreement. Wire Instructions: Bank Name: City, State: ABA#: Account #: A/C Name:

Please acknowledge receipt of this letter in the space provided below and return it to Seller. This letter supersedes and replaces any prior notice specifying the name of Seller and the Seller's Wire Instructions and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by us and acknowledged by you. Very truly yours, [SELLER](4) By: Name:

Title: Receipt acknowledged by: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name: Title: (4) The authorized officer executing this letter must be the same authorized officer as signs the Seller's Release. Applicable only if there is no Warehouse Lender.

Exhibit G-1 [PURCHASER'S WIRE INSTRUCTIONS TO SELLER] Wire Instructions: Bank Name: City, State: ABA#: Account #: A/C Name:

EXHIBIT G-2 [PURCHASER'S WIRE INSTRUCTIONS TO CUSTODIAN] Date: Deutsche Bank National Trust Company 1761 St. Andrew Place Santa Ana, CA 92705 Re: Whole Loan Purchase Program Ladies and Gentlemen: Set forth below are the Purchaser's Wire Instructions to Custodian (as defined in all Conforming Custodial Agreements used in the above-referenced program). Wire Instructions: Bank Name: City, State: ABA #: Account #: Account Name:

Please acknowledge receipt of this letter in the space provided below and return it to Greenwich Capital Financial Products, Inc. ("Purchaser"). This letter supersedes and replaces any prior notice specifying the name of Purchaser and the Purchaser's Wire Instructions to Custodian and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by us and acknowledged by you. Very truly yours, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: Name:

Title: Receipt acknowledged by: Deutsche Bank National Trust Company, as Custodian [CUSTODIAN] By: Name: Title:

EXHIBIT G-3 [PURCHASER'S DELIVERY INSTRUCTIONS TO CUSTODIAN] [CUSTODIAN] [ADDRESS] Attention: Re: Delivery of Submission Package Dear ______: Please deliver, via overnight courier, each of the Submission Packages relating to the Mortgage Loans listed below to: Very truly yours, [PURCHASER] By: Title: Initially capitalized terms are defined in the Custodial Agreement dated as of January 1, 2004, among Greenwich Capital Financial Products, Inc., American Home Mortgage Corp., Columbia National, Incorporated and Deutsche Bank National Trust Company. Very truly yours, [PURCHASER] By: Title:

EXHIBIT H [NOTICE BY ASSIGNEE TO CUSTODIAN OF PURCHASER'S DEFAULT] [Custodian] [Address] Re: Whole Loan Purchase Program Ladies and Gentlemen: Notice is hereby given that Purchaser has materially defaulted in its obligations under an agreement between Assignee and Purchaser relating to the financing by Assignee of Purchaser's purchase of Mortgage Loans described on Schedule 1 hereto. Assignee hereby (i) directs that Custodian act with respect to the related mortgage files solely in the capacity of custodian for, and bailee of, Assignee, (ii) directs that Custodian hold such mortgage files for the exclusive use and benefit of Assignee and (iii) assumes the rights of Purchaser to furnish instructions to Custodian as to the disposition of such mortgage files and such rights shall be exercisable solely by Assignee. Please acknowledge the foregoing by signing below and returning a copy of this notice to us at [address] Very truly yours, [ASSIGNEE] By: Name:

Title: RECEIPT ACKNOWLEDGED: Deutsche Bank National Trust Company, as Custodian By: Name: Title: cc: Greenwich Capital Financial Products, Inc.

EXHIBIT I [RESERVED]

EXHIBIT J [LETTERHEAD OF SELLER] [DATE] To: [____________] Please deliver the Submission Package(s) as indicated on the attached list, in accordance with the terms of the agreement, to the following: Company Name: Address: City, State, Zip: Attn:

[LETTERHEAD OF SELLER] [DATE] LOANS TO BE DELIVERED BY CUSTODIAN FOR [SELLER] Loan #: Borrower's Name: Loan Amount: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

EXHIBIT K-1 [TRADE ASSIGNMENT] ("Takeout Investor") [Address] Attention: Ladies and Gentlemen: Attached hereto is a correct and complete copy of your confirmation of commitment (the "Commitment"), tradedated _, ____, to purchase $ of mortgage loans (the "Mortgage Loans") at a purchase price of . This is to confirm that (i) the Commitment is in full force and effect, (ii) the Commitment is hereby assigned to Greenwich Capital Financial Products, Inc. ("GCFP"), (iii) you will accept delivery of such Mortgage Loans directly from GCFP, (iv) you will pay GCFP for such Mortgage Loans, (v) upon GCFP's acceptance of this assignment, GCFP is obligated to make delivery of such Mortgage Loans to you in accordance with the attached Commitment and (vi) upon GCFP's acceptance of this assignment, you will release Seller from its obligation to deliver the Mortgage Loans to you under the Commitment. Upon GCFP's determination not to accept an assignment, GCFP will notify you that this assignment is rejected. Not later than 2:00 P.M. Eastern Standard Time one business day prior to your satisfaction of the Commitment, you shall fax a purchase confirmation to GCFP at (___) ___-____, Attention: . Payment will be made to GCFP in immediately available funds. Very truly yours, [SELLER] By: Name: Title: Agreed to, confirmed and accepted: [TAKEOUT INVESTOR] By: Name: Title:

EXHIBIT K-2 [TRADE ASSIGNMENT] (Blanket) _____("Takeout Investor") [Address] Attention: Ladies and Gentlemen: This is to confirm that (i) your commitments ("Commitment"), made from time to time, to purchase mortgage loans (the "Mortgage Loans") from Seller may be assigned to Greenwich Capital Financial Products, Inc. ("GCFP"), (ii) you will accept delivery of such Mortgage Loans directly from GCFP, (iii) you will pay GCFP for such Mortgage Loans, (iv) upon GCFP's acceptance of this assignment with respect to any Commitment, GCFP will be obligated to make delivery of such Mortgage Loans to you in accordance with such Commitment and (v) upon GCFP's acceptance of such assignment with respect to any Commitment, you will release Seller from its obligation to deliver the related Mortgage Loans to you under such Commitment but Seller will not be released from any of its other obligations under the Loan Purchase and Sale Agreement. Your agreement to the foregoing shall remain in effect until terminated by your giving notice of such termination to Seller in the form attached hereto as Exhibit 1. Upon GCFP's determination not to accept an assignment, GCFP will notify you that this assignment is rejected with respect to the related Commitment. Not later than 9:00 A.M. Eastern Standard Time on the business day that you purchase the Mortgage Loans, you shall fax a purchase list containing the information required by the Mortgage Loan Settlement Summary to GCFP at (___) ___-____, Attention: . You may also transmit such information electronically by 10:00 A.M. on such business day. Payment will be made to GCFP in immediately available funds. Very truly yours, [SELLER] By: Name: Title: Agreed to, confirmed and accepted: [TAKEOUT INVESTOR] By: Name: Title:

EXHIBIT 1 to EXHIBIT K-2 [WITHDRAWAL OF CONSENT TO BLANKET TRADE ASSIGNMENT] [Seller] [Address] [Address] Ladies and Gentlemen: The undersigned hereby terminates its agreement to Seller's assignment of Commitments to GCFP, which approval was given pursuant to the Trade Assignment dated . This termination shall be effective as of but shall not affect the assignment of any Commitment which assignment was made prior to the date hereof. Capitalized terms not defined herein shall have the meanings set forth in the Trade Assignment. Very truly yours, [TAKEOUT INVESTOR] By: Name: Title: Copy to: [Purchaser]

SCHEDULE A LIST OF CONDUITS 1.

SCHEDULE A LIST OF CONDUITS 1.

EXHIBIT 10.6 GUARANTY This GUARANTY, dated as of December 3, 2004, is made by AMERICAN HOME MORTGAGE INVESTMENT CORP., a corporation organized under the laws of the State of Maryland ("Guarantor"), in favor of Lehman Brothers Inc. and Lehman Commercial Paper Inc. (collectively, "Lehman"). As an inducement and in consideration for Lehman to enter into that certain letter agreement, dated as of December __, 2004 (the "Letter Agreement") by and among American Home Mortgage Acceptance, Inc. ("Seller") and Lehman, to the Master Repurchase Agreement, dated as of March 29, 2004 (the "Master Repurchase Agreement"; the Master Repurchase Agreement and the Letter Agreement, collectively, the "Agreement"; capitalized terms used herein but not defined herein shall have the meanings given in the Agreement) between Lehman and the Seller, a wholly-owned subsidiary of the Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all obligations of the Seller now or hereafter existing under the Agreement with respect to any and all Transactions for the Mortgage Loans (such obligations being the "Obligations"), and agrees to pay any and all expenses incurred by Lehman in enforcing any rights under this Guaranty. This Guaranty is a guaranty of payment and not of collection. Lehman shall not be required to exhaust any right to remedy or take any action against Seller, any guarantor, any other person, any collateral or any credit support. The Guarantor guarantees that the Obligations will be paid or performed strictly in accordance with their terms. The liability of the Guarantor under this Guaranty shall be absolute and unconditional irrespective of any defense whatsoever available to Seller or the Guarantor, including, but not limited to, the following: (a) any lack of validity or enforceability or any Obligation or any agreement or instrument related thereto; (b) any change in the time, manner or place of payment or performance of, or in any term of, all or any of the Obligations, or any other amendment or waiver of or any consent to the departure from any Obligation or any agreement or instrument related thereto; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or (d) any law, regulation or order of any jurisdiction affecting or purporting to affect any terms of any Obligation or of any agreement or instrument relating thereto or any of Lehman's rights with respect thereto (including, without limitation, any stay imposed by the Federal bankruptcy laws). This Guaranty is a continuing guaranty and shall remain in full force and effect until the Obligations have been paid in full. The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations or this Guaranty. This Guaranty shall continue to be effective or be reinstated, as the case may be, if any payment of any of the Obligations is rescinded or must otherwise be returned by Lehman upon the insolvency, bankruptcy or reorganization of Seller or otherwise, all as though such payment had not been made. Schedule D-1

The Guarantor will not exercise any rights which it may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, until all the Obligations shall have been paid in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of Lehman and shall forthwith be paid to Lehman to be applied to the Obligations, whether matured or unmatured, in accordance with the terms of such Obligations and any related agreement or instrument. Any and all payments made by the Guarantor hereunder shall be made free and clear of and without deduction from any and all present and future taxes, levies, deductions, charges or withholdings and all liabilities with respect thereof, excluding taxes imposed on Lehman's income and franchise taxes imposed on Lehman by the jurisdiction under which Lehman is organized. All notices hereunder shall be in writing and sent or delivered: if to Lehman: c/o Lehman Brothers Inc. & Lehman Commercial Paper Inc. 745 Seventh Avenue New York, New York 10019 Attention: Fred Madonna if to the Guarantor: 538 Broadhollow Road Melville, New York 11747 Attention: General Counsel or to either party at such other address(es) as may be specified in a written notice given in accordance herewith. This Guaranty shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of and be enforceable by Lehman and its successors, transferees and assigns. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (OTHER THAN CONFLICTS LAWS) OF THE STATE OF NEW YORK. Schedule D-2

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized officers as of the date first above written. AMERICAN HOME MORTGAGE INVESTMENT CORP.
By: /s/ Alan B. Horn -------------------------------------Name: Alan B. Horn Title: Executive Vice President

Schedule D-3

Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Michael Strauss, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of American Home Mortgage Investment Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
/s/ Michael Strauss -------------------------------------------------Michael Strauss Chairman, Chief Executive Officer and President May 5, 2005

Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stephen A. Hozie, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of American Home Mortgage Investment Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
/s/ Stephen A. Hozie ----------------------------------------------Stephen A. Hozie Executive Vice President and Chief Financial Officer May 5, 2005

Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of American Home Mortgage Investment Corp. (the "Registrant") on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Strauss, Chairman of the Board, Chief Executive Officer and President of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. May 5, 2005
/s/ Michael Strauss --------------------------------------Michael Strauss Chairman, Chief Executive Officer and President

Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of American Home Mortgage Investment Corp. (the "Registrant") on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen A. Hozie, Executive Vice President and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. May 5, 2005
/s/ Stephen A. Hozie ---------------------------------------------Stephen A. Hozie Executive Vice President and Chief Financial Officer