ABFC 2006-OPT1 Trust
MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>as5273602-ex10_2.txt
<DESCRIPTION>MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2


                 MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT

                             ______________________

                             BANK OF AMERICA, N.A.,

                                    Purchaser

                                       and

                         OWNIT MORTGAGE SOLUTIONS, INC.

                                     Seller


                            Dated as of March 1, 2005


                                  Conventional,
              Adjustable and Fixed Rate Residential Mortgage Loans



<PAGE>

                                TABLE OF CONTENTS

SECTION 1.        DEFINITIONS.................................................

SECTION 2.        AGREEMENT TO PURCHASE.......................................

SECTION 3.        MORTGAGE SCHEDULES..........................................

SECTION 4.        PURCHASE PRICE..............................................

SECTION 5.        EXAMINATION OF MORTGAGE FILES...............................

SECTION 6.        CONVEYANCE FROM SELLER TO PURCHASER.........................

   Subsection 6.01   Conveyance of Mortgage Loans.............................

   Subsection 6.02   Books and Records........................................

   Subsection 6.03   Delivery of Mortgage Loan Documents......................

   Subsection 6.04   Quality Control Procedures...............................

SECTION 7.        SERVICING OF THE MORTGAGE LOANS.............................

SECTION 8.        TRANSFER OF SERVICING.......................................

SECTION 9.        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER;
                  REMEDIES FOR BREACH.........................................

   Subsection 9.01   Representations and Warranties Regarding the Seller......

   Subsection 9.02   Representations and Warranties Regarding Individual
                     Mortgage Loans...........................................

   Subsection 9.03   Remedies for Breach of Representations and Warranties....

   Subsection 9.04   Repurchase of Mortgage Loans With First Payment Defaults.

SECTION 10.       CLOSING.....................................................

SECTION 11.       CLOSING DOCUMENTS...........................................

SECTION 12.       COSTS.......................................................

SECTION 13.       RECONSTITUTION..............................................

   Subsection 13.01  Cooperation of Seller with a Reconstitution..............

SECTION 14.       THE SELLER..................................................

   Subsection 14.01  Additional Indemnification by the Seller; Third Party
                     Claims...................................................

   Subsection 14.02  Merger or Consolidation of the Seller....................

SECTION 15.       FINANCIAL STATEMENTS........................................

SECTION 16.       NOTICES.....................................................

SECTION 17.       SEVERABILITY CLAUSE.........................................

SECTION 18.       COUNTERPARTS................................................

SECTION 19.       GOVERNING LAW...............................................

SECTION 20.       INTENTION OF THE PARTIES....................................

SECTION 21.       SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT....

SECTION 22.       WAIVERS.....................................................

SECTION 23.       EXHIBITS....................................................

SECTION 24.       GENERAL INTERPRETIVE PRINCIPLES.............................

SECTION 25.       REPRODUCTION OF DOCUMENTS...................................

SECTION 26.       FURTHER AGREEMENTS..........................................

SECTION 27.       RECORDATION OF ASSIGNMENTS OF MORTGAGE......................

SECTION 28.       NO SOLICITATION.............................................

SECTION 29.       WAIVER OF TRIAL BY JURY.....................................

SECTION 30.       SUBMISSION TO JURISDICTION; WAIVERS.........................

SECTION 31.       CONFIDENTIAL INFORMATION....................................

<PAGE>

                                    EXHIBITS

EXHIBIT A      CONTENTS OF EACH MORTGAGE FILE

EXHIBIT B      CONTENTS OF EACH CREDIT FILE

EXHIBIT C      MORTGAGE LOAN SCHEDULE FIELDS

EXHIBIT D      MORTGAGE LOAN SCHEDULE

EXHIBIT E      FORM OF SELLER'S OFFICER'S CERTIFICATE

EXHIBIT F      FORM OF OPINION OF COUNSEL TO THE SELLER

EXHIBIT G      FORM OF SECURITY RELEASE CERTIFICATION

EXHIBIT H      FORM OF SECURITY RELEASE CERTIFICATION

EXHIBIT I      UNDERWRITING GUIDELINES

EXHIBIT J      REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL
               CHARACTERISTICS OF THE MORTGAGE LOANS

EXHIBIT K      SERVICER ACKNOWLEDGMENT

<PAGE>

                 MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT

            This MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT, dated as of
March 1, 2005 (the "Purchase Agreement"), by and between Bank of America, N.A.
having an office at 100 North Tryon Street, Charlotte, North Carolina 28255 (the
"Purchaser"), and Ownit Mortgage Solutions, Inc. having an office at 21800
Burbank Blvd., Ste. 200, Woodland Hills, California 91367 (the "Seller").

                              W I T N E S S E T H:

            WHEREAS, the Seller desires to sell to the Purchaser, and the
Purchaser desires to purchase from the Seller, certain first and second lien,
adjustable and fixed rate residential mortgage loans (the "Mortgage Loans") on a
servicing released basis as described herein;

            WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust
or other security instrument creating a first or second lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule;

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

            WHEREAS, following its purchase of the Mortgage Loans from the
Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one
or more purchasers as a whole loan transfer or a public or private, rated or
unrated mortgage pass-through transaction;

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

            SECTION 1. Definitions.

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

            Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices and procedures (including collection
procedures) of prudent mortgage lending institutions which service mortgage
loans of the same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located and in accordance with all applicable
federal, state and local law (as amended from time to time) and the terms of the
related Mortgage and Mortgage Note.

            Act: The National Housing Act, as amended from time to time.

            Adjustable Rate Mortgage Loan: A Mortgage Loan purchased pursuant to
this Agreement that contains a provision pursuant to which the Mortgage Interest
Rate is adjusted periodically in accordance with the terms of the related
Mortgage Note.

            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" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            Agreement: This Mortgage Loan Purchase and Warranties Agreement and
all amendments hereof and supplements hereto.

            ALTA: The American Land Title Association, or any successor thereto.

            Appraised Value: The value of the related Mortgaged Property based
upon the appraisal made for the originator by a Qualified Appraiser at the time
of origination of the Mortgage Loan or the sales price of the Mortgaged Property
at such time of origination, whichever is less; provided, however, that in the
case of a refinanced Mortgage Loan, such value is based solely upon the
appraisal made at the time of origination of such refinanced Mortgage Loan.

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

            Business Day: Any day other than (i) a Saturday or Sunday or (ii) a
day on which banking and savings and loan institutions in (a) the State of New
York, (b) the State of North Carolina, (c) the State of California, (d) the
state in which the Servicer's servicing operations are located or (e) the State
in which the Custodian's operations are located, are authorized or obligated by
law or executive order to be closed.

            Closing Date: With respect to Mortgage Loan Package A, March 9, 2005
and with respect to Mortgage Loan Package B, March 17, 2005 or such other date
or dates mutually acceptable to the parties.

            CLTV: As to any Second Lien Mortgage Loan, the ratio, expressed as a
percentage, of the (a) sum of (i) the outstanding principal balance of the
Second Lien Mortgage Loan as of the date of origination and (ii) the outstanding
principal balance as of the date of origination of any mortgage loan or mortgage
loans that are senior or equal in priority to the Second Lien Mortgage Loan and
which are secured by the same Mortgaged Property to (b) the Appraised Value of
the Mortgaged Property.

            Code: Internal Revenue Code of 1986, as amended or any successor
statute thereto, and applicable U.S. Department of Treasury regulations issued
pursuant thereto.

            Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.

            Convertible Mortgage Loan: Any individual Adjustable Rate Mortgage
Loan purchased pursuant to this Agreement which contains a provision whereby the
Mortgagor is permitted to convert the Adjustable Rate Mortgage Loan to a Fixed
Rate Mortgage Loan in accordance with the terms of the related Mortgage Note.

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

            Credit Score: The statistical credit score designed to assess a
borrower's creditworthiness and likelihood to default on a consumer obligation
over a two-year period based on a borrower's credit history, available from
Experian (FICO), Equifax (Beacon) and TransUnion (Emperica).

            Custodial Account: The separate account or accounts created and
maintained pursuant to the Interim Servicing Agreement.

            Custodial Agreement: That certain Custodial Agreement, by and
between the Purchaser and the Custodian, dated as of the date hereof, governing
the retention of the originals of each Mortgage Note, Mortgage, Assignment of
Mortgage (if required) and other Mortgage Loan Documents.

            Custodian: The Custodian designated by the Purchaser or any
successor thereto under the Custodial Agreement.

            Cut-off Date: March 8, 2005.

            Deleted Mortgage Loan: A Mortgage Loan that is repurchased or
replaced or to be replaced with a Qualified Substitute Mortgage Loan by the
Seller in accordance with the terms of this Agreement.

            Determination Date: The date specified in the Interim Servicing
Agreement (with respect to each Mortgage Loan, for an interim period, as
specified therein).

            Due Date: The day of the month on which the Monthly Payment is due
on a Mortgage Loan, exclusive of any days of grace.

            Escrow Account: The separate account or accounts created and
maintained pursuant to the Interim Servicing Agreement.

            Escrow Payments: With respect to any Mortgage Loan with an Escrow
Account, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard
insurance premiums, condominium charges, and any other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage, Mortgage
Loan Documents or any other document.

            Exchange Act: The Securities Exchange Act of 1934, as amended.

            Fannie Mae: Fannie Mae, or any successor thereto.

            Fitch: Fitch Ratings or its successor in interest.

            Fixed Rate Mortgage Loan: A fixed rate mortgage loan purchased
pursuant to this Agreement.

            Freddie Mac: Freddie Mac, or any successor thereto.

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

            High Cost Loan: A Mortgage Loan (a) covered by the Home Ownership
and Equity Protection Act of 1994, (b) classified as a "high cost home,"
"threshold," "covered," (excluding New Jersey "Covered Home Loans" as that term
is defined in clause (1) of the definition of that term in the New Jersey Home
Ownership Security Act of 2002 that were originated between November 26, 2003
and July 7, 2004) "high risk home," or "predatory" loan under any other
applicable federal, state or local law (or a similarly classified loan using
different terminology under a law imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having high interest
rates, points and/or fees) or (c) categorized as "high cost" pursuant to
Appendix E of Standard & Poor's Glossary. For avoidance of doubt, the parties
agree that this definition shall apply to any law regardless of whether such law
is presently, or in the future becomes, the subject of judicial review or
litigation.

            Index: With respect to each Adjustable Rate Mortgage Loan, a rate
per annum set forth on the Mortgage Loan Schedule.

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

            Insured Depository Institution: As defined in Section 1813(c)(2) of
Title 12 of the United States Code, as amended from time to time.

            Interest Rate Adjustment Date: With respect to each Adjustable Rate
Mortgage Loan, the date, specified in the related Mortgage Note and the Mortgage
Loan Schedule, on which the Mortgage Interest Rate is adjusted.

            Interim Funder: With respect to each MERS Designated Mortgage Loan,
the Person named on the MERS(R) System as the interim funder pursuant to the
MERS Procedures Manual.

            Interim Servicing Agreement: That certain Interim Servicing
Agreement, dated as of March 1, 2005, by and between the Purchaser and the
Seller.

            Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS(R) System as the investor pursuant to the MERS
Procedures Manual.

            Lifetime Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage
Interest Rate thereunder. The Mortgage Interest Rate during the terms of each
Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest
Rate at the time of origination of such Adjustable Rate Mortgage Loan by more
than the amount per annum set forth on the Mortgage Loan Schedule.

            Limited Documentation Program: The guidelines under which the Seller
generally originates Mortgage Loans principally on the basis of the
Loan-to-Value Ratio of the related Mortgage Loan and the creditworthiness of the
Mortgagor.

            Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan.

            Loan in Breach: Shall have the meaning set forth in Section 9.03
hereof.

            Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio (expressed as a percentage) of the outstanding principal amount of the
Mortgage Loan as of the related date of origination (unless otherwise
indicated), to the Appraised Value of the Mortgaged Property.

            MERS: Mortgage Electronic Registration Systems, Inc.

            MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Seller has designated or will designate MERS as, and has taken or will take such
action as is necessary to cause MERS to be, the mortgagee of record, as nominee
for the Seller, in accordance with MERS Procedure Manual and (b) the Seller has
designated or will designate the Custodian as the Investor on the MERS(R)
System.

            MERS Procedure Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.

            MERS Report: The report from the MERS(R) System listing MERS
Designated Mortgage Loans and other information.

            MERS(R) System: The mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

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

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

            Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note, which creates a first or second lien on an unsubordinated estate
in fee simple in real property securing the Mortgage Note; except that with
respect to real property located in jurisdictions in which the use of leasehold
estates for residential properties is a widely-accepted practice, the mortgage,
deed of trust or other instrument securing the Mortgage Note may secure and
create a first lien upon a leasehold estate of the Mortgagor.

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

            Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note with respect to each Mortgage Loan.

            Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement as identified on the Mortgage Loan Schedule, which Mortgage Loan
includes without limitation the Mortgage File, the Credit File, the Servicing
File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, Servicing Rights, Prepayment
Penalties, and all other rights, benefits, proceeds and obligations arising from
or in connection with such Mortgage Loan, excluding replaced or repurchased
mortgage loans.

            Mortgage Loan Documents: The documents required to be delivered to
the Custodian pursuant to Section 6.03 hereof with respect to any Mortgage Loan.

            Mortgage Loan Package: Either of Mortgage Loan Package A or Mortgage
Loan Package B.

            Mortgage Loan Package A: The pool of whole loans purchased on March
9, 2005, a schedule of such Mortgage Loans which is attached hereto as Exhibit
D-1.

            Mortgage Loan Package B: The pool of whole loans purchased on March
17, 2005, a schedule of such Mortgage Loans which is attached hereto as Exhibit
D-2.

            Mortgage Loan Schedule: The schedule of Mortgage Loans, a copy of
which will be attached hereto as Exhibit D-1 and Exhibit D-2 setting forth the
information attached hereto as Exhibit C.

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

            Mortgaged Property: The real property (or leasehold estate, if
applicable) securing repayment of the debt evidenced by a Mortgage Note.

            Mortgagor: The obligor on a Mortgage Note.

            Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or a President or a Vice President and
by the Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant Secretaries of the Seller, and delivered to the Purchaser as required
by this Agreement.

            Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Seller, reasonably acceptable to the Purchaser.

            Periodic Rate Cap: With respect to each Adjustable Rate Mortgage
Loan, the provision of each Mortgage Note which provides for an absolute maximum
amount by which the Mortgage Interest Rate therein may increase or decrease on
an Interest Rate Adjustment Date above or below the Mortgage Interest Rate
previously in effect.

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

            Preliminary Mortgage Schedule: As defined in Section 3.

            Prepayment Penalty: With respect to each Mortgage Loan, the fee, if
any, payable upon the prepayment, in whole or in part, of such Mortgage Loan, as
set forth in the related Mortgage Note and as specified on the Mortgage Loan
Schedule.

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

            Purchase Price: The price paid on the related Closing Date by the
Purchaser to the Seller in exchange for the Mortgage Loans as calculated in
Section 4 of this Agreement.

            Purchase Price and Terms Agreement: That certain letter agreement
setting forth the general terms and conditions of the transaction consummated
herein and identifying the Mortgage Loans to be purchased hereunder, by and
between the Seller and the Purchaser.

            Purchaser: Bank of America, N.A., and its successors in interest and
assigns, and any successor to the Purchaser under this Agreement as herein
provided.

            Qualified Appraiser: An appraiser who had no interest, direct or
indirect, in the Mortgaged Property or in any loan made on the security thereof
and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser both
satisfied the requirements of Title XI of the Financial Institution Reform,
Recovery, and Enforcement Act and the regulations promulgated thereunder, all as
in effect on the date the Mortgage Loan was originated.

            Qualified Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by the Seller for a Deleted Mortgage Loan which must, on the date of
such substitution be approved by the Purchaser and (i) have an outstanding
principal balance, after deduction of all scheduled payments due in the month of
substitution (or in the case of a substitution of more than one mortgage loan
for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of
the outstanding principal balance of the Deleted Mortgage Loan (the amount of
any shortfall will be deposited in the Custodial Account by the Seller in the
month of substitution); (ii) have a Mortgage Interest Rate not less than, and
not more than 1% greater than, the Mortgage Interest Rate of the Deleted
Mortgage Loan; (iii) have a remaining term to maturity not greater than, and not
more than one year less than, that of the Deleted Mortgage Loan; (iv) be of the
same type as the Deleted Mortgage Loan (i.e., fixed rate or adjustable rate with
same Periodic Rate Cap, Index, LTV or CLTV, Credit Score and lien priority); (v)
comply with each representation and warranty (respecting individual Mortgage
Loans) set forth in Section 9 hereof; and (vi) have a Prepayment Penalty at
least equal to the Prepayment Penalty, if any, of the Deleted Mortgage Loan.

            Reconstitution: A Whole Loan Transfer or a Securitization Transfer.

            Reconstitution Date: As defined in Section 13.

            Reimbursement Amount: As defined in Section 9.03.

            Remittance Date: The date specified in the Interim Servicing
Agreement (with respect to each Mortgage Loan, as specified therein).

            Repurchase Price: With respect to any Mortgage Loan, a price equal
to (i) the then outstanding principal balance of the Mortgage Loan to be
repurchased (multiplied by the purchase price percentage set forth in the
Purchase Price and Terms Agreement in the case of a Mortgage Loan for which
discovery of or notice of breach occurs within twelve months after the related
Closing Date), plus (ii) accrued interest thereon at the Mortgage Interest Rate
from the date on which interest had last been paid through the date of such
repurchase, plus (iii) the amount of any outstanding advances owed to any
servicer, plus (iv) all costs and expenses incurred by the Purchaser or any
servicer arising out of or based upon such breach, including without limitation
costs and expenses incurred in the enforcement of the Seller's repurchase
obligation hereunder, plus (v) the Reimbursement Amount, if any.

            RESPA: Real Estate Settlement Procedures Act, as amended from time
to time.

            S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. or its successor in interest.

            Second Lien Mortgage Loan: A Mortgage Loan secured by a second lien
on the related Mortgaged Property.

            Securities Act: The Securities Act of 1933, as amended.

            Securitization Transfer: The sale or transfer of some or all of the
Mortgage Loans to a trust or other entity as part of a publicly-issued or
privately-placed, rated or unrated mortgage pass-through or other
mortgage-backed securities transaction.

            Seller: Ownit Mortgage Solutions, Inc. and its successors in
interest.

            Servicing Agreement: The agreement to be entered into by the
Purchaser and the Successor Servicer, providing for such successor servicer to
service the Mortgage Loans.

            Servicing Fee: With respect to each Mortgage Loan subject to the
Interim Servicing Agreement, a fee which shall, for a period of one full month,
be equal to $44.00 per Mortgage Loan per month.. Such fee shall be payable
monthly and shall be pro-rated for any portion of a month during which the
Mortgage Loan is serviced by the Seller under the Interim Servicing Agreement.
The obligation of the Purchaser to pay the Servicing Fee is limited to, and the
Servicing Fee is payable solely from, the interest portion (including recoveries
with respect to interest from Liquidation Proceeds, Condemnation Proceeds and
Insurance Proceeds, to the extent permitted by this Agreement) of such scheduled
Monthly Payment, or as otherwise provided under this Agreement.

            Servicing File: With respect to each Mortgage Loan, the file
retained by the Seller consisting of originals of all documents in the Mortgage
File which are not delivered to the Purchaser or the Custodian and copies of the
Mortgage Loan Documents set forth in Section 3.1 of the Custodial Agreement.

            Servicing Rights: Any and all of the following: (a) any and all
rights to service the Mortgage Loans; (b) any payments to or monies received by
the Seller for servicing the Mortgage Loans; (c) any late fees, penalties or
similar payments with respect to the Mortgage Loans but not including any
Prepayment Penalties; (d) all agreements or documents creating, defining or
evidencing any such servicing rights to the extent they relate to such servicing
rights and all rights of the Seller thereunder; (e) Escrow Payments or other
similar payments with respect to the Mortgage Loans and any amounts actually
collected by the Seller with respect thereto; (f) all accounts and other rights
to payment related to any of the property described in this paragraph; and (g)
any and all documents, files, records, servicing files, servicing documents,
servicing records, data tapes, computer records, or other information pertaining
to the Mortgage Loans or pertaining to the past, present or prospective
servicing of the Mortgage Loans.

            Successor Servicer: A servicer designated by the Purchaser pursuant
to Sections 8 and 9.03 which is entitled to the benefits of the indemnifications
set forth in Sections 9.03 and 14.01.

            Transaction Agreement: Shall have the meaning set forth in Section
13 hereof.

            Transfer Date: The earlier of (i) the date on which a Successor
Servicer assumes the servicing of the Mortgage Loans on behalf of the Purchaser
and its assignees pursuant to the Servicing Agreement or (ii) such other date as
mutually agreed by the Seller and the Purchaser.

            Underwriting Guidelines: The underwriting guidelines of the Seller,
a copy of which is attached hereto as Exhibit I.

            Whole Loan Agreement: Any Transaction Agreement in respect of a
Whole Loan Transfer.

            Whole Loan Transfer: The sale or transfer by Purchaser of some or
all of the Mortgage Loans in a whole loan or participation format pursuant to a
Transaction Agreement.

            SECTION 2. Agreement to Purchase.

            The Seller, on each Closing Date, agrees to sell, and the Purchaser
agrees to purchase, the applicable Mortgage Loan Package consisting of the
Mortgage Loans having an aggregate principal balance on the Cut-off Date in an
amount as set forth in the Purchase Price and Terms Agreement, or in such other
amount as agreed by the Purchaser and the Seller as evidenced by the aggregate
unpaid principal balance of the Mortgage Loans accepted by the Purchaser on the
applicable Closing Date.

            SECTION 3. Mortgage Schedules.

            The Seller shall provide the Purchaser with certain information
constituting a preliminary listing of the Mortgage Loans to be purchased on the
related Closing Date in accordance with the Purchase Price and Terms Agreement
and this Agreement (a "Preliminary Mortgage Schedule").

            The Seller shall deliver the applicable Mortgage Loan Schedule for
the Mortgage Loan Package to be purchased on the related Closing Date to the
Purchaser at least three (3) Business Days prior to the related Closing Date.
The Mortgage Loan Schedule shall be the Preliminary Mortgage Schedule with those
Mortgage Loans which have not been funded prior to the related Closing Date
deleted. The Mortgage Loan Schedule shall be attached to the Purchase Price and
Terms Agreement.

            SECTION 4. Purchase Price.

            The Purchase Price for each Mortgage Loan Package shall be the
percentage of par as stated in or otherwise calculated pursuant to the Purchase
Price and Terms Agreement (subject to adjustment as provided therein),
multiplied by the unpaid principal balance of such Mortgage Loans in the
Mortgage Loan Package being purchased as of the Cut-off Date, plus accrued
interest on the unpaid principal balance of the related Mortgage Loan as of the
Cut-off Date at the related Mortgage Interest Rate of each Mortgage Loan from
the date interest was paid through on such Mortgage Loan through the day prior
to the related Closing Date, inclusive. The Purchase Price shall be paid to the
Seller by wire transfer of immediately available funds to an account designated
by the Seller in writing.

            The Purchaser shall be entitled to (1) all principal and interest
received after the Cut-off Date and (2) all other recoveries of late charges,
Prepayment Penalties, assumption fees or other charges collected after the
Cut-off Date.

            SECTION 5. Examination of Mortgage Files.

            Prior to each Closing Date, the Purchaser shall have the right to
perform on-site due diligence at the premises of the Seller with respect to the
related Mortgage Loan Package. The Seller will provide information and otherwise
cooperate with the due diligence reviews of the Purchaser, its co-investors, its
financial partners, its designees and the rating agencies. The Seller shall make
the Mortgage Files, Credit Files and its legal files, together with any payment
histories, collection histories, bankruptcy histories, broker's price opinions,
and any other information with respect to the Mortgage Loans requested by the
Purchaser, available at the Seller's offices for review by Purchaser, its
designee or its agents during normal business hours before the related Closing
Date. At the Purchaser's expense, the Purchaser shall have the right to order
additional broker's price opinions in its sole discretion.

            Prior to the related Closing Date, the Purchaser shall have the
right to reject any Mortgage Loan (a) for which the Mortgage File or Credit File
documentation is missing or defective in whole or in part, (b) for which the
related broker's price opinion is more than 15% below the appraisal provided in
connection with the origination of the related Mortgage Loan, (c) which does not
conform to the Seller's Underwriting Guidelines or compliance guidelines, (d)
which does not conform to the terms of the Purchase Price and Terms Agreement or
is in breach of the representations and warranties set forth herein; and (e)
that does not meet predatory lending, manufactured housing and second lien loan
exclusion criteria for rated residential mortgage securitizations of S&P,
Moody's, Fitch, Fannie Mae and Freddie Mac.

            Notwithstanding the foregoing, the Purchaser may purchase all or
part of the Mortgage Loans without conducting any partial or complete due
diligence examination. The fact that the Purchaser or its designee has conducted
or failed to conduct any partial or complete examination of the files shall not
affect the Purchaser's (or any of its successor's) rights to demand repurchase
or other relief for breach of Mortgage Loan representations and warranties,
missing or defective documents or as otherwise provided in the Purchase
Agreement.

            In the event that the Seller fails to deliver the Credit Files with
respect to any Mortgage Loan, the Seller shall, upon the request of the
Purchaser, repurchase or substitute for such Mortgage Loan at the price and in
the manner specified in Subsection 9.03.

            SECTION 6. Conveyance from Seller to Purchaser.

            Subsection 6.01. Conveyance of Mortgage Loans.

            The Seller, on each Closing Date, does hereby sell, transfer,
assign, set over and convey to the Purchaser, without recourse, but subject to
the terms of this Agreement, all right, title and interest of the Seller in and
to the Mortgage Loans in the related Mortgage Loan Package and the Mortgage
Files being sold on the related Closing Date and all rights and obligations
arising under the documents contained therein. The Seller shall cause the
Servicing File retained by the Seller pursuant to this Agreement to be
appropriately identified in the Seller's computer system and/or books and
records, as appropriate, to clearly reflect the sale of the related Mortgage
Loan to the Purchaser. The Seller shall release from its custody the contents of
any Servicing File retained by it only in accordance with this Agreement or the
Interim Servicing Agreement, except when such release is required in connection
with a repurchase of any such Mortgage Loan pursuant to Subsection 9.03.

            Subsection 6.02. Books and Records.

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

            The sale of each Mortgage Loan shall be reflected on the Seller's
balance sheet and other financial statements as a sale of assets by the Seller.

            The Seller shall be responsible for maintaining, and shall maintain,
a complete set of books and records for each Mortgage Loan which shall be marked
clearly to reflect the ownership of each Mortgage Loan by the Purchaser, which
marking may be evidenced by a designation of electronic files or records
maintained by the Seller in connection with each Mortgage Loan. In particular,
to the extent required by applicable law, the Seller shall maintain in its
possession, available for inspection by the Purchaser, and shall deliver to the
Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations. To the extent that original documents are not
required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Seller may be in the form of microfilm or
microfiche.

            Subsection 6.03. Delivery of Mortgage Loan Documents.

            The Seller shall deliver and release to the Custodian no later than
five (5) Business Days prior to the related Closing Date the documents and
instruments in the Mortgage File for each Mortgage Loan included in the Mortgage
Loan Package that is being purchased on such Closing Date.

            The Custodian shall certify its receipt of all such Mortgage Loan
Documents required to be delivered pursuant to the Custodial Agreement for the
related Closing Date, as evidenced by the certification and trust receipt of the
Custodian in the form annexed to the Custodial Agreement. The Seller shall
comply with the terms of the Custodial Agreement and the Purchaser shall pay all
fees and expenses charged by the Custodian associated with the initial inventory
and maintenance of the Mortgage Loan Documents.

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

            In the event any document required to be delivered to the Custodian
pursuant to the preceding paragraph, including an original or copy of any
document submitted for recordation to the appropriate public recording office,
is not so delivered to the Custodian, or to such other Person as the Purchaser
shall designate in writing, within 180 days following the Closing Date (other
than with respect to the Assignments of Mortgage which shall be delivered to the
Custodian in blank on or prior to the related Closing Date and recorded
subsequently by the Purchaser or its designee), and in the event that the Seller
does not cure such failure within 30 days of discovery or receipt of written
notification of such failure from the Purchaser, the related Mortgage Loan
shall, upon the request of the Purchaser, be repurchased by the Seller at the
price and in the manner specified in Subsection 9.03. The foregoing repurchase
obligation shall not apply in the event that the Seller cannot deliver such
original or copy of any document submitted for recordation to the appropriate
public recording office within the specified period due to a delay caused by the
recording office in the applicable jurisdiction, provided that (i) the Seller
shall deliver a recording receipt of such recording office or, if such recording
receipt is not available, an Officer's Certificate of a servicing officer of the
Seller, confirming that such documents have been accepted for recording (upon
request of the Purchaser and delivery by the Purchaser to the Seller of a
schedule of the related Mortgage Loans, the Seller shall reissue and deliver to
the Purchaser or its designee said Officer's Certificate relating to the related
Mortgage Loans) and (ii) such document is delivered within twelve (12) months of
the related Closing Date.

            The Seller shall pay all initial recording fees, if any, for the
assignments of mortgage and any other fees or costs in transferring all original
documents to the Custodian or, upon written request of the Purchaser, to the
Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's designee
shall be responsible for recording the Assignments of Mortgage and shall be
reimbursed by the Seller for the costs associated therewith pursuant to the
preceding sentence.

            Subsection 6.04. Quality Control Procedures.

            The Seller shall maintain an internal quality control program that
verifies in a manner consistent with accepted industry procedures, on a regular
basis, the existence and accuracy of the legal documents, credit documents,
property appraisals, and underwriting decisions that the Seller maintain for
other mortgage loans purchased, originated and serviced by the Seller. The
program includes evaluating and monitoring the overall quality of the Seller's
loan production and the servicing activities of the Seller. The program ensures
that the Mortgage Loans are originated and serviced in accordance with Accepted
Servicing Practices and the Underwriting Guidelines, guards against dishonest,
fraudulent, or negligent acts; and guards against errors and omissions by
officers, employees, or other authorized persons.

            SECTION 7. Servicing of the Mortgage Loans.

            The Mortgage Loans shall be sold by the Seller to the Purchaser on a
servicing released basis. Subject to, and upon the terms and conditions of this
Agreement, with respect to the Mortgage Loans, the Seller hereby sells,
transfers, assigns and delivers to the Purchaser, on the related Closing Date,
the Servicing Rights.

            The Purchaser shall retain the Seller as contract servicer of the
Mortgage Loans for an interim period pursuant to and in accordance with the
terms and conditions contained in the Interim Servicing Agreement (with respect
to each Mortgage Loan, for an interim period, as specified therein). Pursuant to
the Interim Servicing Agreement, the Seller shall begin servicing the Mortgage
Loans on behalf of the Purchaser for a period mutually agreed to by the Seller
and the Purchaser and shall be entitled to the Servicing Fee with respect to
such Mortgage Loans from the related Closing Date until the termination of the
Interim Servicing Agreement as set forth therein.

            SECTION 8. Transfer of Servicing.

            On the related Transfer Date, the Seller shall cease all servicing
responsibilities under the Interim Servicing Agreement related to the Mortgage
Loans and the Successor Servicer shall service the Mortgage Loans for the
benefit of the Purchaser pursuant to the Servicing Agreement.

            On or prior to the related Transfer Date, the Seller shall, at its
sole cost and expense, take such steps as may be necessary or appropriate to
effectuate and evidence the transfer of the servicing of the related Mortgage
Loans to the Purchaser, or its designee, including but not limited to the
following:

            (a) Notice to Mortgagors. The Seller shall mail to the Mortgagor of
each related Mortgage Loan a letter advising such Mortgagor of the transfer of
the servicing of the related Mortgage Loan to the Purchaser, or its designee, in
accordance with the Cranston Gonzales National Affordable Housing Act of 1990 at
least 15 days prior to the related Transfer Date; provided, however, the content
and format of the letter shall have the prior approval of the Purchaser. The
Seller shall provide the Purchaser with copies of all such related notices no
later than the related Transfer Date.

            (b) Notice to Taxing Authorities and Insurance Companies. The Seller
shall transmit to the applicable taxing authorities and insurance companies
(including primary mortgage insurance policy insurers, if applicable) and/or
agents, notification of the transfer of the servicing to the Purchaser, or its
designee, and instructions to deliver all notices, tax bills and insurance
statements, as the case may be, to the Purchaser from and after the related
Transfer Date. The Seller shall provide the Purchaser with copies of all such
notices no later than 30 days following the related Transfer Date.

            (c) Delivery of Servicing Records. The Seller shall forward to the
Purchaser, or its designee, all servicing records and the Servicing File in the
Seller's possession relating to each related Mortgage Loan including the
information enumerated in the Interim Servicing Agreement.

            (d) Escrow Payments. The Seller shall provide the Purchaser, or its
designee, with immediately available funds by wire transfer in the amount of the
net Escrow Payments and suspense balances and all loss draft balances associated
with the related Mortgage Loans. The Seller shall provide the Purchaser with an
accounting statement of Escrow Payments and suspense balances and loss draft
balances sufficient to enable the Purchaser to reconcile the amount of such
payment with the accounts of the Mortgage Loans. Additionally, the Seller shall
wire transfer to the Purchaser, or its designee, the amount of any agency,
trustee or prepaid Mortgage Loan payments and all other similar amounts held by
the Seller.

            (e) Payoffs and Assumptions. The Seller shall provide to the
Purchaser, or its designee, copies of all assumption and payoff statements
generated by the Seller on the related Mortgage Loans from the Cut-off Date to
the related Transfer Date.

            (f) Mortgage Payments Received Prior to Transfer Date. Prior to the
related Transfer Date all payments received by the Seller on each related
Mortgage Loan shall be properly applied by the Seller to the account of the
particular Mortgagor.

            (g) Mortgage Payments Received After Transfer Date. The amount of
any related Monthly Payments received by the Seller (a) during the first 30 days
after the related Transfer Date shall be forwarded to the Purchaser by overnight
mail on the date of receipt and (b) after the date which is 30 days after the
related Transfer Date shall be forwarded to the Purchaser by overnight mail
twice weekly. The Seller shall notify the Purchaser of the particulars of the
payment, which notification requirement shall be satisfied if the Seller
forwards with their payment sufficient information to permit appropriate
processing of the payment by the Purchaser. The Seller shall assume full
responsibility for the necessary and appropriate legal application of such
Monthly Payments received by the Seller after the related Transfer Date with
respect to related Mortgage Loans then in foreclosure or bankruptcy; provided,
for purposes of this Agreement, necessary and appropriate legal application of
such Monthly Payments shall include, but not be limited to, endorsement of a
Monthly Payment to the Purchaser with the particulars of the payment such as the
account number, dollar amount, date received and any special Mortgagor
application instructions and the Seller shall comply with the foregoing
requirements with respect to all Monthly Payments received by it after the
related Transfer Date.

            (h) Misapplied Payments. Misapplied payments shall be processed as
follows:

                  (1) All parties shall cooperate in correcting misapplication
            errors;

                  (2) The party receiving notice of a misapplied payment
            occurring prior to the related Transfer Date and discovered after
            the related Transfer Date shall immediately notify the other party;

                  (3) If a misapplied payment which occurred prior to the
            related Transfer Date cannot be identified and said misapplied
            payment has resulted in a shortage in a Custodial Account or Escrow
            Account, the Seller shall be liable for the amount of such shortage.
            The Seller shall reimburse the Purchaser for the amount of such
            shortage within thirty (30) days after receipt of written demand
            therefor from the Purchaser;

                  (4) If a misapplied payment which occurred prior to the
            related Transfer Date has created an improper Purchase Price as the
            result of an inaccurate outstanding principal balance, a check shall
            be issued to the party shorted by the improper payment application
            within five (5) Business Days after notice thereof by the other
            party; and

                  (5) Any check issued under the provisions of this Section 8(h)
            shall be accompanied by a statement indicating the Seller and/or the
            Purchaser Mortgage Loan identification number and an explanation of
            the allocation of any such payments.

            (i) Reconciliation. The Seller shall, on or before the related
Transfer Date, reconcile principal balances and make any monetary adjustments
required by the Purchaser. Any such monetary adjustments will be transferred
between the Seller and the Purchaser as appropriate.

            (j) IRS Forms. The Seller shall file all IRS Forms 1099, 1099A, 1098
or 1041 and K-1 which are required to be filed on or before the related Transfer
Date in relation to the servicing and ownership of the related Mortgage Loans.
The Seller shall provide copies of such forms to the Purchaser upon request and
shall reimburse the Purchaser for any costs or penalties incurred by the
Purchaser due to the Seller's failure to comply with this paragraph.

            SECTION 9. Representations, Warranties and Covenants of the Seller;
Remedies for Breach.

            Subsection 9.01. Representations and Warranties Regarding the
Seller.

            The Seller represents, warrants and covenants to the Purchaser and
the Successor Servicer that as of the date hereof and as of the related Closing
Date:

            (a) Due Organization and Authority. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or formation and has all licenses necessary to
carry on its business as now being conducted and is licensed, qualified and in
good standing in each state wherein it owns or leases any material properties or
where a Mortgaged Property is located, if the laws of such state require
licensing or qualification in order to conduct business of the type conducted by
the Seller, and in any event the Seller is in compliance with the laws of any
such state to the extent necessary to ensure the enforceability of the related
Mortgage Loan in accordance with the terms of this Agreement; the Seller has the
full corporate power, authority and legal right to hold, transfer and convey the
Mortgage Loans and to execute and deliver this Agreement and to perform its
obligations hereunder; the execution, delivery and performance of this Agreement
(including all instruments of transfer to be delivered pursuant to this
Agreement) by the Seller and the consummation of the transactions contemplated
hereby have been duly and validly authorized; this Agreement and all agreements
contemplated hereby have been duly executed and delivered and constitute the
valid, legal, binding and enforceable obligations of the Seller, regardless of
whether such enforcement is sought in a proceeding in equity or at law; and all
requisite corporate action has been taken by the Seller to make this Agreement
and all agreements contemplated hereby valid and binding upon the Seller in
accordance with their terms;

            (b) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of
business of the Seller, who is in the business of selling and servicing loans,
and the transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Seller pursuant to this Agreement are not subject to the bulk
transfer or any similar statutory provisions in effect in any applicable
jurisdiction;

            (c) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition or origination of the Mortgage Loans by the Seller,
the sale of the Mortgage Loans to the Purchaser, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Seller's charter, by-laws
or other organizational documents or any legal restriction or any agreement or
instrument to which the Seller is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the foregoing, or
result in the violation of any law, rule, regulation, order, judgment or decree
to which the Seller or its property is subject, or result in the creation or
imposition of any lien, charge or encumbrance that would have an adverse effect
upon any of its properties pursuant to the terms of any mortgage, contract, deed
of trust or other instrument, or impair the ability of the Purchaser to realize
on the Mortgage Loans, impair the value of the Mortgage Loans, or impair the
ability of the Purchaser to realize the full amount of any insurance benefits
accruing pursuant to this Agreement;

            (d) Ability to Perform; Solvency. The Seller does not believe, nor
does it have any reason or cause to believe, that it cannot perform each and
every covenant contained in this Agreement. The Seller is solvent and the sale
of the Mortgage Loans will not cause the Seller to become insolvent. The sale of
the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of Seller's creditors;

            (e) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Seller, before any court,
administrative agency or other tribunal (i) asserting the invalidity of this
Agreement, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, (iii) which, either in any one instance or in
the aggregate, is likely to result in any material adverse change in the
business, operations, financial condition, properties or assets of the Seller,
or in any material impairment of the right or ability of the Seller to carry on
its business substantially as now conducted, or in any material liability on the
part of the Seller, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Seller contemplated herein, or which
would be likely to impair materially the ability of the Seller to perform under
the terms of this Agreement, (iv) relating to fraud, or (v) relating to
predatory lending, or the Seller's origination, servicing or closing practices
which is likely to result in any material adverse change in the business,
operations, financial condition, properties or assets of the Seller.

            (f) No Consent Required. No consent, approval, authorization or
order of, or registration or filing with, or notice to any court or governmental
agency is required for the execution, delivery and performance by the Seller of,
or compliance by the Seller with, this Agreement or the Mortgage Loans, the
delivery of a portion of the Mortgage Files to the Custodian or the sale of the
Mortgage Loans or the consummation of the transactions contemplated by this
Agreement, or if required, such approval has been obtained prior to the related
Closing Date;

            (g) Selection Process. The Mortgage Loans were selected from among
the outstanding one- to four-family mortgage loans in the Seller's portfolio at
the related Closing Date as to which the representations and warranties set
forth in Subsection 9.02 could be made and such selection was not made in a
manner so as to affect adversely the interests of the Purchaser;

            (h) Mortgage Loan Characteristics. The characteristics of the
Mortgage Loans are as set forth on the description of the pool characteristics
for the Mortgage Loans in the form attached as Exhibit J hereto;

            (i) No Untrue Information. Neither this Agreement nor any
information, statement, tape, diskette, report, form, or other document
furnished or to be furnished by the Seller pursuant to this Agreement or any
Transaction Agreement or in connection with the transactions contemplated hereby
contains or will contain any material untrue statement of fact;

            (j) Financial Statements. The Seller has delivered to the Purchaser
financial statements as to its last three complete fiscal years and any later
quarter ended more than 60 days prior to the execution of this Agreement. All
such financial statements fairly present the pertinent results of operations and
changes in financial position for each of such periods and the financial
position at the end of each such period of the Seller and its subsidiaries and
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set forth in the
notes thereto or as required by the Seller's regulators. There has been no
change in the business, operations, financial condition, properties or assets of
the Seller since the date of the Seller's financial statements that would have a
material adverse effect on its ability to perform its obligations under this
Agreement;

            (k) Loan Experience. The Seller has delivered information as to its
loan charge-off or loan loss experience, its loan delinquency experience for the
immediately preceding three-year period, prepayment speed and delinquency
histories for at least the immediately preceding year, and all such information
so delivered is true and correct in all material respects;

            (l) No Brokers. The Seller has not dealt with any broker, investment
banker, agent or other person that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans;

            (m) Sale Treatment. The Seller has been advised by its independent
certified public accountants that under generally accepted accounting principles
the transfer of the Mortgage Loans may be treated as a sale on the books and
records of the Seller and the Seller has determined that the disposition of the
Mortgage Loans pursuant to this Agreement will be afforded sale treatment for
tax and accounting purposes;

            (n) Reasonable Purchase Price. The consideration received by the
Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair
consideration and reasonably equivalent value for the Mortgage Loans;

            (o) Seller's Purchase or Origination. The Seller's decision to
purchase or originate any mortgage loan or to deny any mortgage loan application
is an independent decision based upon the Seller's underwriting guidelines, and
is in no way made as a result of the Purchaser's decision to purchase, or not to
purchase, or the price the Purchaser may offer to pay for, any such mortgage
loan, if originated;

            (p) Ability to Service. The Seller has the facilities, procedures,
and experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Seller is duly qualified, licensed,
registered and otherwise authorized under all applicable federal, state and
local laws, and regulations, and is in good standing to enforce, originate, sell
mortgage loans to, and service mortgage loans in each jurisdiction wherein the
Mortgaged Properties are located;

            Subsection 9.02. Representations and Warranties Regarding Individual
Mortgage Loans.

            The Seller hereby represents and warrants to the Purchaser, its
assignees and the Successor Servicer that, as to each Mortgage Loan, as of the
related Closing Date for such Mortgage Loan:

            (a) Mortgage Loans as Described. The information set forth in the
Mortgage Loan Schedule and the information contained on any related data file
delivered to the Purchaser is complete, true and correct;

            (b) Payments Current. All payments required to be made up to the
related Closing Date for the Mortgage Loan under the terms of the Mortgage Note,
other than payments not yet one month delinquent, have been made and credited.
No payment required under the Mortgage Loan is one month or more delinquent nor
has any payment under the Mortgage Loan been one month or more delinquent at any
time since the origination of the Mortgage Loan.

            (c) No Outstanding Charges. Except for payment defaults of less than
one month, there are no defaults in complying with the terms of the Mortgage,
and all taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which previously became
due and owing have been paid, or an escrow of funds has been established in an
amount sufficient to pay for every such item which remains unpaid and which has
been assessed but is not yet due and payable. The Seller has not advanced funds,
or induced, solicited or knowingly received any advance of funds by a party
other than the Mortgagor, directly or indirectly, for the payment of any amount
required under the Mortgage Loan, except for interest accruing from the date of
the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
whichever is earlier, to the date which precedes by one month the Due Date of
the first installment of principal and interest;

            (d) Original Terms Unmodified. The terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any respect,
from the date of origination except by a written instrument which has been
recorded, if necessary to protect the interests of the Purchaser, and which has
been delivered to the Custodian or to such other Person as the Purchaser shall
designate in writing, and the terms of which are reflected in the Mortgage Loan
Schedule. No Mortgage Loan has been modified so as to restructure the payment
obligations or re-age the Mortgage Loan. The substance of any such waiver,
alteration or modification has been approved by the title insurer, if any, to
the extent required by the policy, and its terms are reflected on the Mortgage
Loan Schedule, if applicable. No Mortgagor has been released, in whole or in
part, except in connection with an assumption agreement, approved by the issuer
of the title insurer, to the extent required by the policy, and which assumption
agreement is part of the Mortgage Loan File delivered to the Custodian or to
such other Person as the Purchaser shall designate in writing and the terms of
which are reflected in the Mortgage Loan Schedule;

            (e) No Defenses. As of the related Closing Date, the Mortgage Loan
is not subject to any right of rescission, set-off, counterclaim or defense,
including without limitation 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 without limitation the defense of usury, and no such right
of rescission, set-off, counterclaim or defense has been asserted with respect
thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or
insolvency proceeding at, or subsequent to, the time the Mortgage Loan was
originated;

            (f) Hazard Insurance. Pursuant to the terms of the Mortgage, all
buildings or other improvements upon the Mortgaged Property are insured by an
insurer acceptable in the secondary market against loss by fire, hazards of
extended coverage, as well as all additional requirements set forth in the
Interim Servicing Agreement. If required by the National Flood Insurance Act of
1968, as amended, each Mortgage Loan is covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration as well as all additional requirements set forth in the Interim
Servicing Agreement. All individual insurance policies contain a standard
mortgagee clause naming the Seller and its successors and assigns as mortgagee,
and all premiums thereon have been paid and such policies may not be reduced,
terminated or cancelled without 30 days' prior written notice to the mortgagee.
The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance
policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so, authorizes the holder of the Mortgage to obtain and maintain such insurance
at such Mortgagor's cost and expense, and to seek reimbursement therefor from
the Mortgagor. Where required by state law or regulation, the Mortgagor has been
given an opportunity to choose the carrier of the required hazard insurance,
provided the policy is not a "master" or "blanket" hazard insurance policy
covering a condominium, or any hazard insurance policy covering the common
facilities of a planned unit development. The hazard insurance policy is the
valid and binding obligation of the insurer, is in full force and effect, and
will be in full force and effect and inure to the benefit of the Purchaser upon
the consummation of the transactions contemplated by this Agreement. The Seller
has not engaged in, and has no knowledge of the Mortgagor's or any servicer's
having engaged in, any act or omission which would impair the coverage of any
such policy, the benefits of the endorsement provided for herein, or the
validity and binding effect of such policy. Without limiting the generality of
the preceding sentence, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other person or entity, and no such unlawful
items have been received, retained or realized by the Seller;

            (g) Compliance with Applicable Laws. All requirements of any
federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, all applicable predatory
and abusive lending laws, consumer credit protection, equal credit opportunity
or disclosure laws (including without limitation, any provisions relating to
Prepayment Penalties) applicable to the origination and servicing of the
Mortgage Loan have been complied with, the Mortgagor received all disclosure
materials required by applicable law with respect to the making of mortgage
loans of the same type as the Mortgage Loan and, if the Mortgage Loan is a
refinanced Mortgage Loan, rescission materials required by applicable laws, and
the Seller shall maintain in its possession, available for the Purchaser's
inspection, and shall deliver to the Purchaser upon demand, evidence of
compliance with all such requirements. With respect to each Mortgage Loan
originated in connection with the purchase of the related Mortgaged Property,
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, have been made or obtained from
the appropriate authorities;

            (h) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission. The Seller has not waived
the performance by the Mortgagor of any action, if the Mortgagor's failure to
perform such action would cause the Mortgage Loan to be in default, nor has the
Seller waived any default resulting from any action or inaction by the
Mortgagor;

            (i) Location and Type of Mortgaged Property. The Mortgaged Property
is located in the state identified in the Mortgage Loan Schedule and consists of
a contiguous parcel of real property with a detached single family residence
erected thereon, or a two- to four-family dwelling, or an individual condominium
unit in a condominium project, or an individual unit in a planned unit
development or a townhouse, provided, however, that any condominium project or
planned unit development shall conform to the requirements regarding such
dwellings followed in the secondary market, and no residence or dwelling is a
mobile home (unless it is permanently affixed to land) or a cooperative unit. As
of the respective appraisal date for each Mortgaged Property, no portion of the
Mortgaged Property was being used for commercial or mixed-use purposes and, to
the Seller's knowledge, since the date of such appraisal, no portion of the
Mortgaged Property has been used for commercial purposes (other than for a home
based business which shall not be considered a commercial purpose as long as the
Mortgage Property remains "residential" in nature). No Mortgage Loan finances
builder inventory. If the Mortgaged Property is a condominium unit or a planned
unit development such condominium or planned unit development project is located
in a condominium or planned unit development project which has been approved by
the Purchaser;

            (j) Valid First or Second Lien. Each Mortgage is a valid, subsisting
enforceable and perfected first or second lien (as applicable) of record on a
single parcel of real estate constituting the Mortgaged Property, including all
buildings and improvements on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located
in or annexed to such buildings, and all additions, alterations and replacements
made at any time, with respect to the related Mortgage Loan, which exceptions
are generally acceptable to prudent mortgage lending companies, and such other
exceptions to which similar properties are commonly subject and which do not
individually, or in the aggregate, materially and adversely affect the benefits
of the security intended to be provided by such Mortgage. The lien of the
Mortgage is subject only to:

                        (1) the lien of current real property taxes and
                  assessments not yet due and payable;

                        (2) covenants, conditions and restrictions, rights of
                  way, easements and other matters of the public record as of
                  the date of recording acceptable to prudent mortgage lending
                  institutions generally and specifically referred to in the
                  lender's title insurance policy delivered to the originator of
                  the Mortgage Loan and (a) specifically referred to or
                  otherwise considered in the appraisal made for the originator
                  of the Mortgage Loan or (b) which do not adversely affect the
                  Appraised Value of the Mortgaged Property set forth in such
                  appraisal;

                        (3) other matters to which like properties are commonly
                  subject which do not materially interfere with the benefits of
                  the security intended to be provided by the Mortgage or the
                  use, enjoyment, value or marketability of the related
                  Mortgaged Property; and

                        (4) with respect to Second Lien Mortgage Loans, the lien
                  of the first mortgage on the Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid,
subsisting, enforceable and perfected (A) first lien and first priority security
interest with respect to each first lien mortgage loan, or (B) second lien and
second priority security interest with respect to each Second Lien Mortgage
Loan, in either case, on the property described therein and the Seller has full
right to sell and assign the same to Purchaser;

            (k) Validity of Mortgage Documents. The Mortgage Note and the
Mortgage and any other agreement executed and delivered by a Mortgagor in
connection with a Mortgage Loan are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its terms
(including, without limitation, any provisions therein relating to Prepayment
Penalties), except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws relating to or
affecting the rights of creditors generally, and by general equity principles
(regardless of whether such enforcement is considered a proceeding in equity or
a law). All parties to the Mortgage Note, the Mortgage and any other such
related agreement had legal capacity to enter into the Mortgage Loan and to
execute and deliver the Mortgage Note, the Mortgage and any such agreement, and
the Mortgage Note, the Mortgage and any other such related agreement have been
duly and properly executed by other such related parties. The documents,
instruments and agreements submitted for loan underwriting were not falsified
and contain no untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the information and
statements therein not misleading. No fraud, error, omission, misrepresentation,
gross negligence or similar occurrence with respect to a Mortgage Loan has taken
place on the part of any Person, including without limitation, the Mortgagor,
any appraiser, any builder or developer, or any other party involved in the
origination or servicing of the Mortgage Loan. The Seller has reviewed all of
the documents constituting the Servicing File;

            (l) Full Disbursement of Proceeds. The Mortgage Loan has been closed
and the proceeds of the Mortgage Loan have been fully disbursed and there is no
requirement for future advances thereunder, and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage;

            (m) Ownership. The Seller is the sole owner of record and holder of
the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon
the sale of the Mortgage Loans to the Purchaser, the Seller will retain the
Mortgage Files or any part thereof not delivered to the Custodian, the Purchaser
or the Purchaser's designee, in trust only for the purpose of servicing and
supervising the servicing of each Mortgage Loan. The Mortgage Loan is not
assigned or pledged, and the Seller has good, indefeasible and marketable title
thereto, and has full right to transfer and sell the Mortgage Loan to the
Purchaser free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest, and has full right and
authority subject to no interest or participation of, or agreement with, any
other party, to sell and assign each Mortgage Loan pursuant to this Agreement
and following the sale of each Mortgage Loan, the Purchaser will own such
Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Seller intends to
relinquish all rights to possess, control and monitor the Mortgage Loan. After
the related Closing Date, the Seller will have no right to modify or alter the
terms of the sale of the Mortgage Loan and the Seller will have no obligation or
right to repurchase the Mortgage Loan or substitute another Mortgage Loan,
except as provided in this Agreement;

            (n) Doing Business. All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (2) either (i) organized
under the laws of such state, or (ii) qualified to do business in such state, or
(iii) a federal savings and loan association, a savings bank or a national bank
having a principal office in such state, or (3) not doing business in such
state;

            (o) LTV. No Mortgage Loan has an LTV greater than 100%;

            (p) Title Insurance. The Mortgage Loan is covered by an ALTA
lender's title insurance policy, or with respect to any Mortgage Loan for which
the related Mortgaged Property is located in California a CLTA lender's title
insurance policy, and each such title insurance policy is issued by a title
insurer and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring the Seller, its successors and assigns, as to the
first priority lien (with respect to first lien Mortgage Loans) or second
priority lien (with respect to Second Lien Mortgage Loans) of the Mortgage in
the original principal amount of the Mortgage Loan, subject only to the
exceptions contained in clauses (1), (2), (3) and (4) of paragraph (j) of this
Subsection 9.02, and in the case of Adjustable Rate Mortgage Loans, against any
loss by reason of the invalidity or unenforceability of the lien resulting from
the provisions of the Mortgage providing for adjustment to the Mortgage Interest
Rate and Monthly Payment. Where required by state law or regulation, the
Mortgagor has been given the opportunity to choose the carrier of the required
mortgage title insurance. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress, and against encroachments by or upon
the Mortgaged Property or any interest therein. The title policy does not
contain any special exceptions (other than the standard exclusions) for zoning
and uses and has been marked to delete the standard survey exception or to
replace the standard survey exception with a specific survey reading. The
Seller, its successor and assigns, are the sole insureds of such lender's title
insurance policy, and such lender's title insurance policy is valid and remains
in full force and effect and will be in force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims are pending under
such lender's title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy, including
without limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other person or entity, and no such unlawful
items have been received, retained or realized by the Seller;

            (q) No Defaults. Except as otherwise provided in Section 9.02(b),
there is no breach, violation or event which would permit acceleration existing
under the Mortgage or the Mortgage Note and no event which, with the passage of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event which would permit
acceleration, and neither the Seller nor any of its affiliates nor any of their
respective predecessors, have waived any default, breach, violation or event
which would permit acceleration. With respect to each Second Lien Mortgage Loan,
(i) the prior mortgage is in full force and effect, (ii) there is no default,
breach, violation or event of acceleration existing under such prior mortgage or
the related mortgage note, (iii) no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration thereunder, and either (A)
the prior mortgage contains a provision which allows or (B) applicable law
requires, the mortgagee under the Second Lien Mortgage Loan to receive notice
of, and affords such mortgagee an opportunity to cure any default by payment in
full or otherwise under the prior mortgage;

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

            (s) Location of Improvements; No Encroachments. All improvements
which were considered in determining the Appraised Value of the Mortgaged
Property lay wholly within the boundaries and building restriction lines of the
Mortgaged Property, and no improvements on adjoining properties encroach upon
the Mortgaged Property. No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;

            (t) Origination; Payment Terms. The Mortgage Loan was originated by
a mortgagee approved by the Secretary of Housing and Urban Development pursuant
to Sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company
or other similar institution which is supervised and examined by a federal or
state authority. The documents, instruments and agreements submitted for loan
underwriting were not falsified and contain no untrue statement of material fact
or omit to state a material fact required to be stated therein or necessary to
make the information and statements therein not misleading. No Mortgage Loan
contains terms or provisions which would result in negative amortization.
Principal payments on the Mortgage Loan commenced no more than sixty days after
funds were disbursed in connection with the Mortgage Loan. The Mortgage Interest
Rate as well as the Lifetime Rate Cap and the Periodic Cap are as set forth on
the Mortgage Loan Schedule. Other than with respect to any Mortgage Loan that
requires only the payment of interest until the first Interest Rate Adjustment
Date, the Mortgage Note is payable in equal monthly installments of principal
and interest, which installments of interest, with respect to Adjustable Rate
Mortgage Loans, are subject to change due to the adjustments to the Mortgage
Interest Rate on each Interest Rate Adjustment Date, with interest calculated
and payable in arrears, sufficient to amortize the Mortgage Loan fully by the
stated maturity date, over an original term of not more than thirty years from
commencement of amortization;

            (u) Customary Provisions. The 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 provided thereby, including, (i) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and
foreclosure on, or trustee's sale of, the Mortgaged Property pursuant to the
proper procedures, the holder of the Mortgage Loan will be able to deliver good
and merchantable title to the Mortgaged Property. There is no homestead or other
exemption available to a Mortgagor which would interfere with the right to sell
the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage, subject to applicable federal and state laws and judicial precedent
with respect to bankruptcy and right of redemption or similar law;

            (v) Conformance with Underwriting Guidelines. The Mortgage Loan was
underwritten in accordance with the Underwriting Guidelines in effect as of the
date of origination of such Mortgage Loan (a copy of which is attached hereto as
Exhibit I). The Mortgage Note and Mortgage are on forms generally acceptable to
Freddie Mac or Fannie Mae and the Seller has not made any representations to a
Mortgagor that are inconsistent with the mortgage instruments used;

            (w) Occupancy of the Mortgaged Property. As of the date of
origination and the related Closing Date the Mortgaged Property is lawfully
occupied under applicable law. All inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate authorities;

            (x) No Additional Collateral. The Mortgage Note is not and has not
been secured by any collateral except the lien of the corresponding Mortgage and
the security interest of any applicable security agreement or chattel mortgage
referred to in clause (j) above;

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

            (z) Delivery of Mortgage Documents. The Mortgage Note, the Mortgage,
the Assignment of Mortgage and any other documents required to be delivered
under the Custodial Agreement for each Mortgage Loan have been delivered to the
Custodian. The Seller is in possession of a complete, true and accurate Mortgage
File in compliance with Exhibit A hereto, except for such documents the
originals of which have been delivered to the Custodian. With respect to each
Mortgage Loan for which a lost note affidavit has been delivered to the
Custodian in place of the original Mortgage Note, the related Mortgage Note is
no longer in existence, and, if such Mortgage Loan is subsequently in default,
the enforcement of such Mortgage Loan or of the related Mortgage by or on behalf
of the Purchaser will not be affected by the absence of the original Mortgage
Note;

            (aa) [RESERVED];

            (bb) Transfer of Mortgage Loans. The Assignment of Mortgage with
respect to each Mortgage Loan is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located. The transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Seller is not subject to the bulk transfer or similar statutory
provisions in effect in any applicable jurisdiction;

            (cc) Due-On-Sale. The Mortgage contains an enforceable provision
(except as such enforcement may be effected by bankruptcy and insolvency laws or
by general principles of equity) for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan in the event that the Mortgaged
Property is sold or transferred without the prior written consent of the
mortgagee thereunder, and such provision is enforceable;

            (dd) Assumability. None of the Mortgage Loans are, by their terms,
assumable;

            (ee) Balloon Payments; Buydown Provisions; Graduated Payments or
Contingent Interests. No Mortgage Loan is a "balloon mortgage loan." The
Mortgage Loan does not contain provisions pursuant to which Monthly Payments are
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by
any source other than the Mortgagor nor does it contain any other similar
provisions which may constitute a "buydown" provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;

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

            (gg) Mortgaged Property Undamaged; No Condemnation Proceedings.
There is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property. As of the related Closing Date, the
Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect adversely the value
of the Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended and each Mortgaged Property is inhabitable under
applicable state and local laws;

            (hh) Collection Practices; Escrow Deposits; Interest Rate
Adjustments. The origination, servicing and collection practices used by the
Seller with respect to the Mortgage Loan have been in all respects in compliance
with Accepted Servicing Practices, applicable laws and regulations, and have
been in all respects legal and proper and prudent in the mortgage origination
and servicing business. With respect to escrow deposits and Escrow Payments, all
such payments are in the possession of, or under the control of, the Seller and
there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. All Escrow Payments have
been collected in full compliance with state and federal law and the provisions
of the related Mortgage Note and Mortgage. An escrow of funds is not prohibited
by applicable law and has been established in an amount sufficient to pay for
every item that remains unpaid and has been assessed but is not yet due and
payable. No escrow deposits or Escrow Payments or other charges or payments due
the Seller have been capitalized under the Mortgage or the Mortgage Note. All
Mortgage Interest Rate adjustments have been made in strict compliance with
state and federal law and the terms of the related Mortgage and Mortgage Note on
the related Interest Rate Adjustment Date. If, pursuant to the terms of the
Mortgage Note, another index was selected for determining the Mortgage Interest
Rate, the same index was used with respect to each Mortgage Note which required
a new index to be selected, and such selection did not conflict with the terms
of the related Mortgage Note. The Seller executed and delivered any and all
notices required under applicable law and the terms of the related Mortgage Note
and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment
adjustments. Any interest required to be paid pursuant to state, federal and
local law has been properly paid and credited;

            (ii) Conversion to Fixed Interest Rate. With respect to Adjustable
Rate Mortgage Loans, the Mortgage Loan is not a Convertible Mortgage Loan;

            (jj) No Violation of Environmental Laws. To the best of the Seller's
knowledge, the Mortgaged Property is free from any and all toxic or hazardous
substances and there exists no violation of any local, state or federal
environmental law, rule or regulation. To the best of the Seller's knowledge,
there is no pending action or proceeding directly involving the Mortgaged
Property in which compliance with any environmental law, rule or regulation is
an issue; there is no violation of any environmental law, rule or regulation
with respect to the Mortgage Property; and nothing further remains to be done to
satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;

            (kk) Servicemembers Civil Relief Act. The Mortgagor has not notified
the Seller, and the Seller has no knowledge of any relief requested or allowed
to the Mortgagor under the Servicemembers Civil Relief Act or similar state
laws;

            (ll) Appraisal. The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan
application by a Qualified Appraiser;

            (mm) Disclosure Materials. The Mortgagor has received all disclosure
materials required by, and the Seller has complied with, all applicable law with
respect to the making of the Mortgage Loans;

            (nn) Construction or Rehabilitation of Mortgaged Property. No
Mortgage Loan was made in connection with the construction or rehabilitation of
a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged
Property;

            (oo) Value of Mortgaged Property. The Seller has no knowledge of any
circumstances existing that could reasonably be expected to adversely affect the
value or the marketability of any Mortgaged Property or Mortgage Loan or to
cause the Mortgage Loans to prepay during any period materially faster or slower
than similar mortgage loans originated to the same Underwriting Guidelines held
by the Seller generally secured by properties in the same geographic area as the
related Mortgaged Property;

            (pp) No Defense to Insurance Coverage. The Seller has caused or will
cause to be performed any and all acts required to preserve the rights and
remedies of the Purchaser in any insurance policies applicable to the Mortgage
Loans including, without limitation, any necessary notifications of insurers,
assignments of policies or interests therein, and establishments of coinsured,
joint loss payee and mortgagee rights in favor of the Purchaser. No action has
been taken or failed to be taken, no event has occurred and no state of facts
exists or has existed on or prior to the related Closing Date (whether or not
known to the Seller on or prior to such date) which has resulted or will result
in an exclusion from, denial of, or defense to coverage under any applicable,
special hazard insurance policy or bankruptcy bond (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due
thereunder to the insured) whether arising out of actions, representations,
errors, omissions, negligence, or fraud of the Seller, the related Mortgagor or
any party involved in the application for such coverage, including the
appraisal, plans and specifications and other exhibits or documents submitted
therewith to the insurer under such insurance policy, or for any other reason
under such coverage, but not including the failure of such insurer to pay by
reason of such insurer's breach of such insurance policy or such insurer's
financial inability to pay;

            (qq) Escrow Analysis. With respect to each Mortgage with an Escrow
Account, the Seller has within the last twelve months (unless such Mortgage was
originated within such twelve month period) analyzed the required Escrow
Payments for each Mortgage and adjusted the amount of such payments so that,
assuming all required payments are timely made, any deficiency will be
eliminated on or before the first anniversary of such analysis, or any overage
will be refunded to the Mortgagor, in accordance with RESPA and any other
applicable law;

            (rr) Prior Servicing. Each Mortgage Loan has been serviced in all
material respects in strict compliance with Accepted Servicing Practices and the
Seller has reported or caused to be reported, the Mortgagor credit files to each
of the three primary credit repositories monthly in a timely manner;

            (ss) Leaseholds. If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple interest in
the land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent and
the acquisition by the holder of the Mortgage of the rights of the lessee upon
foreclosure or assignment in lieu of foreclosure or provide the holder of the
Mortgage with substantially similar protections; (3) the terms of such lease do
not (a) allow the termination thereof upon the lessee's default without the
holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the
Mortgaged Property or (d) permit any increase in rent other than pre-established
increases set forth in the lease; (4) the original term of such lease is not
less than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted practice;

            (tt) Prepayment Penalty. The Mortgage Loan is subject to a
prepayment penalty as provided in the related Mortgage Note except as set forth
on the Mortgage Loan Schedule. With respect to each Mortgage Loan that has a
prepayment penalty feature, each such prepayment penalty is enforceable and will
be enforced by the Interim Servicer for the benefit of the Purchaser, and each
prepayment penalty is permitted pursuant to federal, state and local law. Each
such prepayment penalty is in an amount equal to the maximum amount permitted
under applicable law and no such prepayment penalty may be imposed for a term in
excess of three (3) years. Prepayment penalties on the Mortgage Loans are
applicable to prepayments resulting from both refinancings and sales of the
related Mortgaged Properties and the terms of such prepayment penalties do not
provide for a waiver or release (i.e., "holidays") during the term of the
prepayment penalty;

            (uu) Predatory Lending Regulations. Without limiting the generality
of any of the other representations and warranties set forth herein:

                  (1) No Mortgage Loan is a High Cost Loan (or similar term as
            used in the applicable statute or ordinance) within the meaning of
            the applicable anti-predatory lending laws (if any) of every
            jurisdictions (federal, state and local) in which the Mortgage
            Property is located;

                  (2) No Mortgage Loan is a "High Cost Home Loan" as defined in
            the Georgia Fair Lending Act (the "Georgia Act"). No Mortgage Loan
            subject to the Georgia Act secured by owner occupied real property
            or an owner occupied manufactured home located in the State of
            Georgia was originated (or modified) on or after October 1, 2002
            through and including March 6, 2003;

                  (3) No Mortgage Loan is a "High Cost Home Loan" as defined in
            New York Banking Law 6-1;

                  (4) No Mortgage Loan is a "high-rate, high fee" Mortgage Loan
            under Maine law;

                  (5) No Mortgage Loan is a "High Cost Home Loan" as defined in
            the Arkansas Home Loan Protection Act effective July 16, 2003 (Act
            1340 of 2003);

                  (6) No Mortgage Loan is a "High Cost Home Loan" as defined in
            the Kentucky high-cost home loan statute effective June 24, 2003
            (Ky. Rev. Stat. Section 360.100);

                  (7) Each Mortgage Loan secured by property located within the
            State of New Jersey and subject to the provisions of the New Jersey
            Home Ownership Security Act of 2002 (the "NJ Act") (i) is either a
            purchase money mortgage loan or a rate-term refinancing (only in the
            case of a Mortgage Loan secured by a first priority lien on the
            Mortgaged Property) and (ii) does not meet the definition of a (A)
            "Covered Home Loan," except for a Mortgage Loan that is (x) a
            purchase money mortgage loan and (y) neither a "High-Cost Home Loan"
            nor a "Manufactured Home Loan" under the NJ Act, (B) "High-Cost Home
            Loan," (C) "Home Improvement Loan" or (D) "Manufactured Housing
            Loan" under the NJ Act. All Mortgage Loans originated in New Jersey
            are ratable by S&P, Fitch and Moody's;

                  (8) No Mortgage Loan is a "High-Cost Home Loan" as defined in
            the New Mexico Home Loan Protection Act effective January 1, 2004
            (N.M. Stat. Ann. Sections 58-21A-1 et seq.);

                  (9) No Mortgage Loan is a "High-Risk Home Loan" as defined in
            the Illinois High-Risk Home Loan Act effective January 1, 2004 (815
            Ill. Comp. Stat. 137/1 et seq.);

                  (10) No Mortgage Loan is a "High-Cost Home Mortgage Loan" as
            defined in the Massachusetts Predatory Home Loan Practices Act,
            effective November 7, 2004 (Mass. Ann. Laws Ch. 183(C);

                  (11) No Mortgage Loan is a "High Cost Home Loan" as defined in
            the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
            Code. Ann. Sections 24-9-1 through 24-9-9);

                  (12) No Mortgage Loan (other than a Mortgage Loan that is a
            New Jersey covered purchase loan originated on or after November 27,
            2003 through July 6, 2004) is a High Cost Loan or Covered Loan, as
            applicable (as such terms are defined in S&P's LEVELS(R) Glossary
            which is now Version 5.6(b), Appendix E);

                  (13) No predatory or deceptive lending practices were employed
            in the origination of any Mortgage Loan;

                  (14) No Mortgage Loan is subject to the provisions of the Home
            Ownership and Equity Protection Act of 1994, as amended;

                  (15) All points and fees related to each Mortgage Loan were
            disclosed in writing to the borrower in accordance with applicable
            state and federal law and regulation. Except in the case of a
            Mortgage Loan in an original principal amount of less than $60,000
            which would have resulted in an unprofitable origination, no
            borrower was charged "points and fees" (whether or not financed) in
            an amount greater than 5% of the principal amount of such loan, such
            5% limitation is calculated in accordance with Fannie Mae's
            anti-predatory lending requirements as set forth in the Fannie Mae
            Selling Guide.

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

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

                  (18) With respect to any Mortgage Loan that contains a
            provision permitting imposition of a premium upon a prepayment prior
            to maturity: (i) prior to the Mortgage Loan's origination, the
            Mortgagor agreed to such premium in exchange for a monetary benefit,
            including but not limited to a rate or fee reduction, (ii) prior to
            the Mortgage Loan's origination, the Mortgagor was offered the
            option of obtaining a mortgage loan that did not require payment of
            such a premium, (iii) the prepayment penalty is disclosed to the
            Mortgagor in the loan documents pursuant to applicable local, state
            and federal law, and (iv) and (v) notwithstanding any local, state
            or federal law to the contrary, the Seller shall not impose such
            prepayment premium in any instance when the mortgage debt is
            accelerated as the result of the Mortgagor's default in making the
            loan payments;

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

                  (20) The Seller will transmit full-file credit reporting data
            for each Mortgage Loan pursuant to Fannie Mae Guide Announcement
            95-19 and that for each Mortgage Loan, the Seller agrees it shall
            report one of the following statuses each month as follows: new
            origination, current, delinquent (30-, 60-, 90-days, etc.),
            foreclosed, or charged-off;

                  (21) No Mortgage Loan that was originated on or after October
            31, 2004, is subject to mandatory arbitration. The Seller hereby
            reps and warrants that the seller or servicer of the Mortgage Loan,
            as applicable, will notify the borrower in writing within 60 days of
            the sale or transfer of the Mortgage Loan to Fannie Mae that the
            terms of the arbitration are null and void; and

                  (22) Neither the origination of the Mortgage Loan, nor the
            purchase thereof by the Purchaser, will cause the Mortgage Loan or
            the Purchaser to fail to comply with the OCC Guidelines Establishing
            Standards for Residential Mortgage Lending Practices.

            (vv) Single-premium Credit Life Insurance Policy. No proceeds from
any Mortgage Loan were used to purchase, finance or acquire a single-premium
credit life insurance policy as part of the origination of, or as a condition to
closing, such Mortgage Loan. No Mortgagor obtained a single-premium credit-life,
credit disability, credit unemployment or credit property insurance policy in
connection with the origination of the Mortgage Loan. No Mortgagor obtained a
prepaid single-premium credit life, disability, accident or health insurance
policy in connection with the origination of the Mortgage Loan;

            (ww) Tax Service Contract; Flood Certification Contract. Each first
lien Mortgage Loan is covered by a paid in full, life of loan, tax service
contract and a paid in full, life of loan, flood certification contract and each
of these contracts is assignable to the Purchaser;

            (xx) Qualified Mortgage. The Mortgage Loan is an obligation
(including any participation or certificate of beneficial ownership therein)
which is principally secured by an interest in real property and is a "qualified
mortgage" within Section 860G(a)(3) of the Code;

            (yy) Regarding the Mortgagor. The Mortgagor is one or more natural
persons and/or trustees for an Illinois land trust or a trustee under a "living
trust." In the event the Mortgagor is a trustee, the borrower is a natural
person;

            (zz) Recordation. Each original Mortgage was recorded and, except
for those Mortgage Loans subject to the MERS identification system, all
subsequent assignments of the original Mortgage (other than the assignment to
the Purchaser) have been recorded in the appropriate jurisdictions wherein such
recordation is necessary to perfect the lien thereof as against creditors of the
Seller, or is in the process of being recorded;

            (aaa) Credit Scores. Unless set forth in the related Purchase Price
and Terms Agreement, each Mortgage Loan has a non-zero Credit Score. No Mortgage
Loan has a Mortgagor with a Credit Score of less than 500 as of the related
origination date;

            (bbb) Compliance with Anti-Money Laundering Laws. The Seller has
complied with all applicable anti-money laundering laws and regulations,
including without limitation the USA Patriot Act of 2001 (collectively, the
"Anti-Money Laundering Laws"); to the extent applicable to the Seller as of the
related Closing Date, the Seller has established an anti-money laundering
compliance program as required by the Anti-Money Laundering Laws, has conducted
the requisite due diligence in connection with the origination of each Mortgage
Loan for purposes of the Anti-Money Laundering Laws, including with respect to
the legitimacy of the applicable Mortgagor and the origin of the assets used by
the said Mortgagor to purchase the property in question, and maintains, and will
maintain, sufficient information to identify the applicable Mortgagor for
purposes of the Anti-Money Laundering Laws;

            (ccc) MERS Designations. With respect to each MERS Designated
Mortgage Loan, the Seller has designated the Custodian as the Investor and no
Person is listed as Interim Funder on the MERS(R) System;

            (ddd) Delivery to the Custodian. The Mortgage Note, the Mortgage,
the Assignment of Mortgage and any other documents required to be delivered with
respect to each Mortgage Loan pursuant to the Custodial Agreement, shall be
delivered to the Custodian all in compliance with the specific requirements of
the Custodial Agreement. With respect to each Mortgage Loan, the Seller will be
in possession of a complete Mortgage File in compliance with Exhibit A hereto,
except for such documents as will be delivered to the Custodian;

            (eee) Owner of Record. The Seller is the owner of record of each
Mortgage and the indebtedness evidenced by each Mortgage Note, except for the
Assignments of Mortgage which have been sent for recording, and upon recordation
the Seller will be the owner of record of each Mortgage and the indebtedness
evidenced by each Mortgage Note, and upon the sale of the Mortgage Loans to the
Purchaser, the Seller will retain the Mortgage Files with respect thereto in
trust only for the purpose of servicing and supervising the servicing of each
Mortgage Loan;

            (fff) Reports. On or prior to the related Closing Date, the Seller
has provided the Custodian and the Purchaser with a MERS Report listing the
Custodian as the Investor with respect to each MERS Designated Mortgage Loan;

            (ggg) Payoffs. No Mortgage Loans prepaid in full prior to the
related Closing Date;

            (hhh) Consent. Either (a) no consent for the Second Lien Mortgage
Loan is required by the holder of the related first lien or (b) such consent has
been obtained and is contained in the Mortgage File;

            (iii) CLTV. No Second Lien Mortgage Loan has a CLTV in excess of
100%;

            (jjj) Credit Information. As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit information
furnished by the Seller to the Purchaser, that Seller has full right and
authority and is not precluded by law or contract from furnishing such
information to the Purchaser and the Purchaser is not precluded by the terms of
the Mortgage Loan Documents from furnishing the same to any subsequent or
prospective purchaser of such Mortgage. The Seller shall hold the Purchaser
harmless from any and all damages, losses, costs and expenses (including
attorney's fees) arising from disclosure of credit information in connection
with the Purchaser's secondary marketing operations and the purchase and sale of
mortgages. The Seller has or has caused the related servicer to, for each
Mortgage Loan, fully furnish, in accordance with the Fair Credit Reporting Act
and its implementing regulations, accurate and complete information (e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian and
Trans Union Credit Information Company (three of the credit repositories), on a
monthly basis;

            (kkk) Origination Practices. Each Mortgagor was assigned the highest
credit grade available with respect to a mortgage loan product offered by such
Mortgage Loan's originator, taking into account the credit history, debt to
income ratio and loan requirement of such Mortgagor;

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

            (mmm) Interest Calculation. Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of twelve 30-day months. No
Mortgage Loan provides for interest payable on a simple interest basis; and

            (nnn) Texas Refinance Mortgage Loans. Each Mortgage Loan originated
in the state of Texas pursuant to Article XVI, Section 50(a)(6) of the Texas
Constitution (a "Texas Refinance Loan") has been originated in compliance with
the provisions of Article XVI, Section 50(a)(6) of the Texas Constitution, Texas
Civil Statutes and the Texas Finance Code.

            Subsection 9.03. Remedies for Breach of Representations and
Warranties.

            It is understood and agreed that the representations and warranties
set forth in Subsections 9.01 and 9.02 shall survive the sale of the Mortgage
Loans to the Purchaser and shall inure to the benefit of the Purchaser and the
Successor Servicer, notwithstanding any restrictive or qualified endorsement on
any Mortgage Note or Assignment of Mortgage or the examination or failure to
examine any Mortgage File. Upon discovery by the Seller or the Purchaser of a
breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the other.

            Within 60 days of the earlier of either discovery by or notice to
the Seller of any breach of a representation or warranty which materially and
adversely affects the value of the Mortgage Loans or the interest of the
Purchaser therein, notwithstanding the Seller's lack of knowledge with respect
to the substance of such representation and warranty, such inaccuracy shall be
deemed a breach of the applicable representation and warranty (a "Loan In
Breach"), the Seller shall use its best efforts promptly to cure such breach in
all material respects and, if such breach cannot be cured, the Seller shall, at
the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price,
together with all expenses incurred by the Purchaser as a result of such
repurchase. Notwithstanding the above sentence, within 60 days of the earlier of
either discovery by, or notice to, the Seller of any breach of the
representations or warranties set forth in clauses (g), (tt), (uu), (vv) and
(nnn) of Subsection 9.02, the Seller shall repurchase such Mortgage Loan at the
Repurchase Price, together with all expenses incurred by the Purchaser as a
result of such repurchase. Without limiting the generality of the foregoing, if
a breach of the representation set forth in Subsection 9.02(g) occurs as a
result of a violation of the applicable predatory or abusive lending law or
there is a breach of any representation set forth in clauses (tt), (uu), (vv) or
(nnn) of Subsection 9.02, the Seller shall reimburse the Purchaser for all costs
and damages incurred by the Purchaser or its assignees as a result of the
violation of such law (such amount, the "Reimbursement Amount"). In the event
that a Loan in Breach shall involve any representation or warranty set forth in
Subsection 9.01, and such breach cannot be cured within 60 days of the earlier
of either discovery by or notice to the Seller of such breach, all of the
Mortgage Loans shall, at the Purchaser's option, be repurchased by the Seller at
the Repurchase Price.

            However, if the breach shall involve a representation or warranty
set forth in Subsections 9.02 (other than the representations and warranties set
forth in clauses (g), (tt), (uu), (vv) or (nnn) of Subsection 9.02 or the
representations and warranties set forth in Subsection 13.02) and the Seller
discovers or receives notice of any such breach within 120 days of the related
Closing Date, the Seller shall, at the Purchaser's option and provided that the
Seller has a Qualified Substitute Mortgage Loan, rather than repurchase the
Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage
Loan") and substitute in its place a Qualified Substitute Mortgage Loan or
Loans, provided that any such substitution shall be effected not later than 120
days after the related Closing Date. If the Seller has no Qualified Substitute
Mortgage Loan, the Seller shall repurchase the deficient Mortgage Loan. Any
repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of
this Subsection 9.03 shall be accomplished by either (a) if the Interim
Servicing Agreement has been entered into and is in effect, deposit in the
Custodial Account of the amount of the Repurchase Price for distribution to the
Purchaser on the next scheduled Remittance Date, after deducting therefrom any
amount received in respect of such repurchased Mortgage Loan or Loans and being
held in the Custodial Account for future distribution or (b) if the Interim
Servicing Agreement is no longer in effect, by direct remittance of the
Repurchase Price to the Purchaser or its designee in accordance with the
Purchaser's instructions.

            At the time of repurchase or substitution, the Purchaser and the
Seller shall arrange for the reassignment of the Deleted Mortgage Loan to the
Seller and the delivery to the Seller of any documents held by the Custodian
relating to the Deleted Mortgage Loan. In the event of a repurchase or
substitution, the Seller shall, simultaneously with such reassignment, give
written notice to the Purchaser that such repurchase or substitution has taken
place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted
Mortgage Loan from this Agreement, and, in the case of substitution, identify a
Qualified Substitute Mortgage Loan and amend the Mortgage Loan Schedule to
reflect the addition of such Qualified Substitute Mortgage Loan to this
Agreement. In connection with any such substitution, the Seller shall be deemed
to have made as to such Qualified Substitute Mortgage Loan the representations
and warranties set forth in this Agreement except that all such representations
and warranties set forth in this Agreement shall be deemed made as of the date
of such substitution, whether or not such substitution date is after the related
Transfer Date. The Seller shall effect such substitution by delivering to the
Custodian or to such other party as the Purchaser may designate in writing for
such Qualified Substitute Mortgage Loan the documents required by Subsection
6.03 and the Custodial Agreement, with the Mortgage Note endorsed as required by
Subsection 6.03 and the Custodial Agreement. No substitution will be made in any
calendar month after the initial Determination Date for such month. The Seller
shall remit directly to the Purchaser, or its designee in accordance with the
Purchaser's instructions the Monthly Payment less the Servicing Fee due, if any,
on such Qualified Substitute Mortgage Loan or Loans in the month following the
date of such substitution. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution shall be retained by the
Seller. For the month of substitution, distributions to the Purchaser shall
include the Monthly Payment due on any Deleted Mortgage Loan in the month of
substitution, and the Seller shall thereafter be entitled to retain all amounts
subsequently received by the Seller in respect of such Deleted Mortgage Loan.

            For any month in which the Seller substitutes a Qualified Substitute
Mortgage Loan for a Deleted Mortgage Loan, the Seller shall determine the amount
(if any) by which the aggregate unpaid principal balance of all Qualified
Substitute Mortgage Loans as of the date of substitution is less than the
aggregate unpaid principal balance of all Deleted Mortgage Loans. The amount of
such shortfall shall be distributed by the Seller directly to the Purchaser or
its designee in accordance with the Purchaser's instructions within two (2)
Business Days of such substitution.

            In addition to such repurchase or substitution obligation, the
Seller shall indemnify the Purchaser and the Successor Servicer and hold it
harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other reasonable
costs and expenses resulting from any claim, demand, defense or assertion based
on or grounded upon, or resulting from, a breach of the Seller's representations
and warranties contained in this Agreement or any Transaction Agreement. It is
understood and agreed that the obligations of the Seller set forth in this
Subsection 9.03 to cure, substitute for or repurchase a defective Mortgage Loan
and to indemnify the Purchaser as provided in this Subsection 9.03 constitute
the sole remedies of the Purchaser and the Successor Servicer respecting a
breach of the foregoing representations and warranties. For purposes of this
paragraph, "Purchaser" shall mean the Person then acting as the Purchaser under
this Agreement and any and all Persons who previously were "Purchasers" under
this Agreement and "Successor Servicer" shall mean the Person then acting as the
Successor Servicer under this Agreement and any and all Persons who previously
were "Successor Servicers" under this Agreement.

            Upon the request of the Purchaser, the Seller hereby agrees to
execute a recognition agreement in the form of Exhibit K hereto recognizing the
servicer designated by the Purchaser therein as the Successor Servicer.

            Any cause of action against the Seller relating to or arising out of
the breach of any representations and warranties made in Subsections 9.01 or
9.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by
the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by
the Seller to cure such breach, repurchase such Mortgage Loan or substitute a
Qualified Substitute Mortgage Loan as specified above, and (iii) demand upon the
Seller by the Purchaser for compliance with this Agreement.

            The Seller shall pay the amount of any Prepayment Penalty (to the
extent not collected and remitted to the Purchaser) to the Purchaser or its
assignees if (1) the representation in Subsection 9.02(tt) is breached and such
breach materially and adversely affects the interests of the Purchaser or its
assigns or (2) the Seller waives any Prepayment Penalty other than as permitted
under the Interim Servicing Agreement. The Seller shall pay the amount of such
Prepayment Penalty, for the benefit of the Purchaser or any assignee of the
Purchaser, by (a) if the Interim Servicing Agreement has been entered into and
is in effect, depositing in the Custodial Account of the amount of the
Prepayment Penalty for distribution to the Purchaser on the next scheduled
Remittance Date or (b) if the Interim Servicing Agreement is no longer in
effect, by direct remittance of the amount of the Prepayment Penalty to the
Purchaser or its designee in accordance with the Purchaser's instructions
received, in writing, five days or more before such payment is due.

            Subsection 9.04. Repurchase of Mortgage Loans With First Payment
Defaults.

            With respect to any Mortgage Loan, if the related Mortgagor fails to
make the Monthly Payment to be made on the first Due Date after the related
Closing Date and such date occurs prior to the related Transfer Date (such date,
the "First Payment Default Date"), the Seller shall, within five Business Days
of receipt of notice from the Purchaser, promptly repurchase such Mortgage Loan
from the Purchaser at the Purchase Price plus accrued interest thereon at the
Mortgage Interest Rate from the date on which interest had last been paid
through the date of such repurchase, plus the amount of any outstanding advances
owed to any servicer, plus all costs and expenses incurred by the Purchaser or
any servicer arising out of or based upon such breach, including, without
limitation, costs and expenses incurred in the enforcement of the Seller's
repurchase obligation hereunder. The Purchaser shall request repurchase of any
Mortgage Loans to be repurchased pursuant to this Subsection 9.04 on or before
the date which is one hundred and twenty (120) days after the related First
Payment Default Date.

            SECTION 10. Closing.

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

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

            (i)   prior to the related Closing Date, the Seller shall deliver to
                  the Purchaser via electronic medium acceptable to the
                  Purchaser, a listing on a loan-level basis of the necessary
                  information to compute the Purchase Price of the Mortgage
                  Loans delivered on the Closing Date and prepare a Mortgage
                  Loan Schedule;

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

            (iii) the Purchaser shall have received, or the Purchaser's
                  attorneys shall have received all closing documents as
                  specified in Section 11 of this Agreement, in such forms as
                  are agreed upon and acceptable to the Purchaser, duly executed
                  by all signatories other than the Purchaser as required
                  pursuant to the terms hereof;

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

            (v)   all other terms and conditions of this Agreement and the
                  Purchase Price and Terms Agreement shall have been complied
                  with.

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

            SECTION 11. Closing Documents.

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

1.    this Agreement;

2.    the Interim Servicing Agreement;

3.    the Custodial Agreement;

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

5.    a Custodian's Certification, as required under the Custodial Agreement, in
      the form of Exhibit 2 to the Custodial Agreement;

6.    a Custodial Account Letter Agreement as required under the Interim
      Servicing Agreement;

7.    an Escrow Account Letter Agreement as required under the Interim Servicing
      Agreement;

8.    an Officer's Certificate, in the form of Exhibit E hereto with respect to
      the Seller, including all attachments thereto;

9.    an Opinion of Counsel of the Seller (who may be an employee of the
      Seller), in form and substance acceptable to the Purchaser ("Opinion of
      Counsel of the Seller"), which shall be attached hereto as Exhibit F;

10.   an Opinion of Counsel of the Custodian (who may be an employee of the
      Custodian), in the form of an exhibit to the Custodial Agreement;

11.   a Security Release Certification, in the form of Exhibit G or H, as
      applicable, hereto executed by any person, as requested by the Purchaser,
      if any of the Mortgage Loans have at any time been subject to any security
      interest, pledge or hypothecation for the benefit of such person;

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

13.   a MERS Report reflecting the Custodian as Investor and no Person as
      Interim Funder for each MERS Designated Mortgage Loan.

            SECTION 12. Costs.

            The Purchaser shall pay its due diligence fees and the fees and
expenses of its counsel. All servicing fees incurred prior to the related
Closing Date, and all costs and expenses incurred in connection with the
transfer of the Mortgage Loans, fees to transfer files and prepare
assignments/endorsements, all initial recording fees, if any, for the
assignments of mortgage for all Mortgage Loans not recorded in the name of MERS,
all fees, if any, for transferring record ownership on the MERS(R) System of
Mortgage Loans recorded in the name of MERS, custodial fees, including the costs
associated with clearing exceptions, (including costs to record intervening
assignments and any existing assumption and modification agreements), together
with the fees and expenses of Seller's counsel, shall be payable by the Seller.

            SECTION 13. Reconstitution.

            Subsection 13.01. Cooperation of Seller with a Reconstitution.

            The Seller and the Purchaser agree that with respect to some or all
of the Mortgage Loans, after the related Closing Date, on one or more dates
(each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect a Reconstitution of some or all of the Mortgage Loans then subject to
this Agreement, without recourse, to:

            (i)   one or more third party purchasers in one or more Whole Loan
                  Transfers; or

            (ii)  one or more trusts or other entities to be formed as part of
                  one or more Securitization Transfers;

            With respect to each Whole Loan Transfer and each Securitization
Transfer entered into by the Purchaser, the Seller agrees (1) to cooperate fully
with the Purchaser and any prospective purchaser with respect to all reasonable
requests and due diligence procedures; (2) to restate the representations and
warranties set forth in this Agreement and the Interim Servicing Agreement as of
the related Reconstitution Date, provided, that with respect to representations
and warranties for which modifications may be necessary to reflect changes due
to events that may have occurred since the related Closing Date, such
representations and warranties shall be restated as of the related Transfer
Date, modified, if necessary, to reflect changes due to events that may have
occurred from the related Closing Date through the related Transfer Date; and
(3) to enter into an assignment and recognition agreement or other agreement in
connection with such Transaction (the "Transaction Agreement") setting forth
such restated representations and warranties as of the related Transfer Date and
the remedies for breach of same (which remedies will be the same as those set
forth in this Agreement). The Seller shall use its reasonable best efforts to
assist the Purchaser, and any prospective purchaser, if the Purchaser or such
prospective purchaser so requests, in connection with each Transaction, which
assistance shall include, but not be limited to, (i) providing any information
relating to the Mortgage Loans necessary to assist in the preparation of any
disclosure documents, (ii) restating as of the related Transfer Date, for the
benefit of the Purchaser, its assignees and the Successor Servicer, the same
representations and warranties as to the Mortgage Loans as set forth in clause
(2) above, and (iii) delivering an opinion of counsel (which may be from
in-house counsel) in form and substance satisfactory to the Purchaser if
requested by the Purchaser. The Seller agrees to enter into an assignment,
assumption and recognition agreement pursuant to which the Seller assigns the
restated representations and warranties and remedies to the Transaction. If a
Transaction occurs during an Interim Period, the Seller agrees to enter into a
sub-servicing agreement with the Purchaser and the related successor servicer
mutually acceptable to the parties. Any such sub-servicing agreement shall
require the Seller to deliver (but not file) all necessary Sarbanes-Oxley
certifications with respect to the Mortgage Loans mutually acceptable to the
parties. Moreover, the Seller agrees to cooperate with all reasonable requests
made by the Purchaser to effect such Transaction Agreements and Reconstitutions.

            Without limiting any other obligation of the Seller contained in
this Section 13, the Seller agrees to provide to the Purchaser or its designee
for timely inclusion in any offering document prepared in connection with each
Whole Loan Transfer and each Securitization Transfer, and any periodic reports
required to be filed with the Securities and Exchange Commission as a result of
any Securitization Transfer, certain information, including, but not limited to,
a description of the Seller, a description of its origination program and
experience, including the size and composition of the Seller's portfolio of
mortgage loans as well as other information material to an analysis of the
performance of the Mortgage Loans, which would be required to be included
therein by the rules adopted by the Securities and Exchange Commission governing
the issuance of asset-backed securities.

            The Seller shall indemnify the Purchaser, each Affiliate designated
by the Purchaser, each Person who controls the Purchaser or such Affiliate, each
underwriter or placement agent of securities issued in a Securitization Transfer
and any Successor Servicer and hold each of them harmless from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other reasonable costs, fees and
expenses that each of them may sustain in any way related to any information
provided by or on behalf of the Seller regarding the Seller, the Seller's
servicing practices or performance, the Mortgage Loans or the Underwriting
Guidelines set forth in any offering document prepared in connection with any
Reconstitution which contains or will contain any material untrue statement of
fact or omits or will omit to state a fact necessary to make the statements
contained herein or therein not misleading. For purposes of the previous
sentence, "Purchaser" shall mean the Person then acting as the Purchaser under
this Agreement and any and all Persons who previously were "Purchasers" under
this Agreement.

            In the event the Purchaser has elected to have the Seller hold
record title to the Mortgages, prior to the Reconstitution Date, the Seller
shall prepare an assignment of mortgage in blank or to the prospective purchaser
or trustee, as applicable, from the Seller, acceptable to the prospective
purchaser or trustee, as applicable, for each Mortgage Loan that is part of the
Reconstitution and shall pay all preparation and recording costs associated
therewith. In connection with the Reconstitution, the Seller shall execute each
Assignment of Mortgage, (except with respect to each MERS Designated Mortgage
Loan), track such Assignments of Mortgage to ensure they have been recorded and
deliver them as required by the prospective purchaser or trustee, as applicable,
upon the Seller's receipt thereof. Additionally, the Seller shall prepare and
execute, at the direction of the Purchaser, any note endorsement in connection
with any and all seller/servicer agreements.

            All Mortgage Loans not sold or transferred pursuant to a
Reconstitution shall remain subject to this Agreement and, if the Interim
Servicing Agreement shall remain in effect with respect to the Mortgage Loans,
shall continue to be serviced in accordance with the terms of this Agreement and
the Interim Servicing Agreement and with respect thereto this Agreement shall
remain in full force and effect.

            SECTION 14. The Seller.

            Subsection 14.01. Additional Indemnification by the Seller; Third
Party Claims.

            The Seller shall indemnify the Purchaser and the Successor Servicer
and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees (including (without limitation) legal fees
incurred in connection with the enforcement of the Seller's indemnification
obligation under this Subsection 14.01) and related costs, judgments, and any
other reasonable costs, fees and expenses that the Purchaser or the Successor
Servicer have incurred as a result of (a) the failure of the Seller to perform
its duties under this Agreement or (b) any breach of any of Seller's
representations, warranties or covenants set forth in this Agreement, (c) any
failure to service the Mortgage Loans in strict compliance with the terms of the
Interim Servicing Agreement or (d) any breach of any of Seller's
representations, warranties or covenants set forth in any Transaction Agreement
entered into pursuant to Section 13. The Seller immediately shall notify the
Purchaser if a claim is made by a third party against the Seller with respect to
this Agreement or any Transaction Agreement or the Mortgage Loans, assume (with
the prior written consent of the Purchaser) the defense (provided, that if the
Purchaser does not consent, the Purchaser shall assume the defense) of any such
claim and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or the Purchaser in respect of such claim.

            With respect to any third party claim or defense which Purchaser is
defending which relates to an allegation that Seller failed to originate or
service a Mortgage Loan in accordance with any federal, state or local law, in
the event that the Seller does not possess, and/or fails to deliver to the
Purchaser upon demand, evidence of Seller's compliance with all such
requirements of applicable law, Seller shall (a) repurchase such Mortgage Loan
at the Repurchase Price and (b) indemnify the Purchaser for all expenses in
connection with the Purchaser's defense of such claim, including legal fees, and
(c) assume the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or the Purchaser in respect
of such claim.

            The Purchaser promptly shall reimburse the Seller for all reasonable
amounts advanced by it pursuant to the preceding paragraphs, except when the
claim is in any way related to the Servicer's indemnification pursuant to
Section 9.03 or the Interim Servicing Agreement, or is in any way related to the
failure of the Seller to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement or any Transaction Agreement.

            Subsection 14.02. Merger or Consolidation of the Seller

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

            Any Person into which the Seller may be merged or consolidated, or
any corporation or other organization resulting from any merger, conversion or
consolidation to which the Seller shall be a party, or any Person succeeding to
the business of the Seller, shall be the successor of the Seller hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person shall have a net worth
of at least $25,000,000.

            SECTION 15. Financial Statements.

            Financial information regarding the Seller may be provided to
prospective purchasers for a period of three (3) years following the related
Closing Date; provided, however, that such information will be limited to the
audited financial statements of the Seller for the three (3) years preceding
such disclosure; and such information may only be provided if the prospective
purchaser has executed a written confidentiality agreement, addressed to the
Seller, stating that all non-public information will be used only for the
purposes of evaluating the proposed investment and that the prospective
purchaser has required such information as integral to its decision-making
process. Copies of any such confidentiality agreements must be delivered by the
Purchaser to the Seller within five (5) Business Days of receipt thereof by the
Purchaser.

            The Seller also agrees to allow reasonable access to a knowledgeable
financial or accounting officer for the purpose of answering questions asked by
any prospective purchaser regarding recent developments affecting the Seller or
the financial statements of the Seller.

            SECTION 16. Notices.

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

                      (i) if to a Seller:

                         Ownit Mortgage Solutions, Inc.
                         21800 Burbank Blvd., Ste. 200,
                         Woodland Hills, California 91367
                         Attention: Julie St. James

                      (ii) if to the Purchaser:

                         Bank of America, N.A.
                         214 North Tryon Street
                         Charlotte, North Carolina 28255
                         Attention: Bruce W. Good

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

            SECTION 17. Severability Clause.

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

            SECTION 18. Counterparts.

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

            SECTION 19. Governing Law.

            This Agreement shall be deemed in effect when a fully executed
counterpart thereof is received by the Purchaser in the State of New York and
shall be deemed to have been made in the State of New York. The Agreement shall
be construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with the substantive laws of the State of New York (without regard to
conflicts of laws principles), except to the extent preempted by Federal law.

            SECTION 20. Intention of the Parties.

            It is the intention of the parties that the Purchaser is purchasing,
and the Seller is selling the Mortgage Loans and not a debt instrument of the
Seller or another security. Accordingly, the parties hereto each intend to treat
the transaction for Federal income tax purposes as a sale by the Seller, and a
purchase by the Purchaser, of the Mortgage Loans. Moreover, the arrangement
under which the Mortgage Loans are held shall be consistent with classification
of such arrangement as a grantor trust in the event it is not found to represent
direct ownership of the Mortgage Loans. The Purchaser shall have the right to
review the Mortgage Loans and the related Mortgage Loan Files to determine the
characteristics of the Mortgage Loans which shall affect the Federal income tax
consequences of owning the Mortgage Loans and the Seller shall cooperate with
all reasonable requests made by the Purchaser in the course of such review.

            SECTION 21. Successors and Assigns; Assignment of Purchase
Agreement.

            This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser and the respective permitted
successors and assigns of the Seller and the successors and assigns of the
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the
Seller to a third party without the prior written consent of the Purchaser,
which consent may be withheld by the Purchaser in its sole discretion. This
Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or
in part, and with respect to one or more of the Mortgage Loans, without the
consent of the Seller. In the event the Purchaser assigns this Agreement, and
the assignee assumes any of the Purchaser's obligations hereunder, the Seller
acknowledges and agrees to look solely to such assignee, and not to the
Purchaser, for performance of the obligations so assumed and the Purchaser shall
be relieved from any liability to the Seller with respect thereto. The Successor
Servicer shall be an intended third party beneficiary of this Agreement to the
same extent as if it were a party hereto, and shall have the right to enforce
the provisions of this Agreement.

            SECTION 22. Waivers.

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

            SECTION 23. Exhibits.

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

            SECTION 24. General Interpretive Principles.

            For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

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

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

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

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

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

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

            SECTION 25. Reproduction of Documents.

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

            SECTION 26. Further Agreements.

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

            SECTION 27. Recordation of Assignments of Mortgage.

            To the extent permitted by applicable law, each of the Assignments
of Mortgage is subject to recordation in all appropriate public offices for real
property records in all the counties or their comparable jurisdictions in which
any or all of the Mortgaged Properties are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected at the Seller's expense in the event recordation is either necessary
under applicable law or requested by the Purchaser at its sole option (except
with respect to any MERS Designated Mortgage Loan).

            SECTION 28. No Solicitation.

            From and after the related Closing Date, the Seller agrees that it
will not take any action or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on the Seller's behalf, to
personally, by telephone or mail, solicit the borrower or obligor under any
Mortgage Loan to refinance a Mortgage Loan, in whole or in part, without the
prior written consent of the Purchaser. It is understood and agreed that all
rights and benefits relating to the solicitation of any mortgagors to refinance
any Mortgage Loans and the attendant rights, title and interest in and to the
list of such mortgagors and data relating to their mortgages (including
insurance renewal dates) shall be transferred to the Purchaser pursuant to the
Purchase Agreement on the related Closing Date and the Seller shall take no
action to undermine these rights and benefits. Notwithstanding the foregoing, it
is understood and agreed that promotions undertaken by the Seller which are
directed to the general public at large, including, without limitation, mass
mailing, internet, and email solicitations based, in all instances, on
commercially acquired mailing lists (which may not be targeted at the
Mortgagors,) and newspaper, radio and television advertisements shall not
constitute solicitation under this Section 28. It is understood and agreed that
responses to payoff inquiries by the Mortgagors or obligors shall not constitute
solicitation for purposes of this Section 28.

            SECTION 29. Waiver of Trial by Jury.

            THE SELLER AND THE PURCHASER EACH KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

            SECTION 30. Submission To Jurisdiction; Waivers.

               Each party hereto hereby irrevocably and unconditionally:

            (A) SUBMITS ITSELF IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

            (B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

            (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET
FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH THE PARTIES HERETO SHALL HAVE
BEEN NOTIFIED; AND

            (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.

            SECTION 31. Confidential Information.

            The Seller understands and agrees that this Agreement, the Purchase
Price and Terms Agreement, the Interim Servicing Agreement, and any other
agreements executed in connection with the sale contemplated hereunder, any
agreements executed in connection with the securitization of the Mortgage Loans,
and any offering circulars or other disclosure documents produced in connection
with such securitization (the "Agreements") are confidential and proprietary to
the Purchaser, and the Seller agrees to hold such documents confidential and not
to divulge such documents to anyone except (a) to the extent required by law or
judicial order or to enforce its rights or remedies under the Purchase Price and
Terms Agreement or the Agreements, (b) to the extent such information enters
into the public domain other than through the wrongful act of the Seller, (c) as
is necessary in working with legal counsel, auditors, agents, rating agencies,
taxing authorities or other governmental agencies or (d) the federal income tax
treatment of the transactions hereunder, any fact relevant to understanding the
federal tax treatment of the transactions hereunder, and all materials of any
kind (including opinions or other tax analyses) relating to such federal income
tax treatment; provided that the Seller may not disclose the name of or
identifying information with respect to Purchaser or any pricing terms or other
nonpublic business or financial information that is unrelated to the purported
or claimed federal income tax treatment of the transactions hereunder and is not
relevant to understanding the purported or claimed federal income tax treatment
of the transactions hereunder.

                     [Signatures Commence on Following Page]

<PAGE>

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

                                               BANK OF AMERICA, N.A.
                                                        (Purchaser)


                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________


                                               OWNIT MORTGAGE SOLUTIONS, INC.
                                                        (Seller)


                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________

<PAGE>

                                    EXHIBIT A

                         CONTENTS OF EACH MORTGAGE FILE

            With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser and any prospective Purchaser, and which shall be delivered to the
Custodian, or to such other Person as the Purchaser shall designate in writing,
pursuant to Section 6 of the Mortgage Loan Purchase and Warranties Agreement to
which this Exhibit is attached (the "Agreement"):

            (a) (i) the original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of _________, without recourse" and
signed in the name of the last endorsee (the "Last Endorsee") by an authorized
officer. To the extent that there is no room on the face of the Mortgage Notes
for endorsements, the endorsement may be contained on an allonge, if state law
so allows and the Custodian is so advised by the Seller that state law so
allows. If the Mortgage Loan was acquired by the Seller in a merger, the
endorsement must be by "[Last Endorsee], successor by merger to [name of
predecessor]". If the Mortgage Loan was acquired or originated by the Last
Endorsee while doing business under another name, the endorsement must be by
"[Last Endorsee], formerly known as [previous name]"; or

                  (ii) With respect to no more than 1% of the unpaid principal
balance of the Mortgage Loans as of the Cut-off Date, a certified copy of the
Mortgage Note (endorsed as provided above) together with a lost note affidavit,
providing indemnification to the holder thereof for any losses incurred due to
the fact that the original Mortgage Note is missing.

            (b) the original of any guarantee executed in connection with the
Mortgage Note;

            (c) the original Mortgage with evidence of recording thereon. If in
connection with any Mortgage Loan, the Seller cannot deliver or cause to be
delivered the original Mortgage with evidence of recording thereon on or prior
to the related Closing Date because of a delay caused by the public recording
office where such Mortgage has been delivered for recordation or because such
Mortgage has been lost or because such public recording office retains the
original recorded Mortgage, the Seller shall deliver or cause to be delivered to
the Custodian, a photocopy of such Mortgage, together with (i) in the case of a
delay caused by the public recording office, an Officer's Certificate of the
Seller (or certified by the title company, escrow agent, or closing attorney)
stating that such Mortgage has been dispatched to the appropriate public
recording office for recordation and that the original recorded Mortgage or a
copy of such Mortgage certified by such public recording office to be a true and
complete copy of the original recorded Mortgage will be promptly delivered to
the Custodian upon receipt thereof by the Seller; or (ii) in the case of a
Mortgage where a public recording office retains the original recorded Mortgage
or in the case where a Mortgage is lost after recordation in a public recording
office, a copy of such Mortgage certified by such public recording office to be
a true and complete copy of the original recorded Mortgage;

            (d) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon;

            (e) except with respect to each MERS Designated Mortgage Loan, the
original Assignment of Mortgage for each Mortgage Loan, in form and substance
acceptable for recording. The Assignment of Mortgage must be duly recorded only
if recordation is either necessary under applicable law or commonly required by
private institutional mortgage investors in the area where the Mortgaged
Property is located or on direction of the Purchaser as provided in this
Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage shall
be assigned to the Purchaser. If the Assignment of Mortgage is not to be
recorded, the Assignment of Mortgage shall be delivered in blank. If the
Mortgage Loan was acquired by the Seller in a merger, the Assignment of Mortgage
must be made by "[Seller], successor by merger to [name of predecessor]". If the
Mortgage Loan was acquired or originated by the Seller while doing business
under another name, the Assignment of Mortgage must be by "[Seller], formerly
known as [previous name]";

            (f) the originals of all intervening assignments of mortgage (if
any) evidencing a complete chain of assignment from the Seller (or MERS with
respect to each MERS Designated Mortgage Loan) to the Last Endorsee with
evidence of recording thereon, or if any such intervening assignment has not
been returned from the applicable recording office or has been lost or if such
public recording office retains the original recorded assignments of mortgage,
the Seller shall deliver or cause to be delivered to the Custodian, a photocopy
of such intervening assignment, together with (i) in the case of a delay caused
by the public recording office, an Officer's Certificate of the Seller (or
certified by the title company, escrow agent, or closing attorney) stating that
such intervening assignment of mortgage has been dispatched to the appropriate
public recording office for recordation and that such original recorded
intervening assignment of mortgage or a copy of such intervening assignment of
mortgage certified by the appropriate public recording office to be a true and
complete copy of the original recorded intervening assignment of mortgage will
be promptly delivered to the Custodian upon receipt thereof by the Seller; or
(ii) in the case of an intervening assignment where a public recording office
retains the original recorded intervening assignment or in the case where an
intervening assignment is lost after recordation in a public recording office, a
copy of such intervening assignment certified by such public recording office to
be a true and complete copy of the original recorded intervening assignment;

            (g) The original mortgagee policy of title insurance or attorney's
opinion of title accompanied by a title abstract or, in the event such original
title policy is unavailable, a certified true copy of the related policy binder
or commitment for title certified to be true and complete by the title insurance
company; and

            (h) security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage;

            (i) original powers of attorney, if applicable, with evidence of
recording thereon, if required;

            In the event an Officer's Certificate of the Seller is delivered to
the Purchaser because of a delay caused by the public recording office in
returning any recorded document, the Seller shall deliver to the Purchaser,
within 90 days of the related Closing Date, an Officer's Certificate which shall
(i) identify the recorded document, (ii) state that the recorded document has
not been delivered to the Custodian due solely to a delay caused by the public
recording office, (iii) state the amount of time generally required by the
applicable recording office to record and return a document submitted for
recordation, and (iv) specify the date the applicable recorded document will be
delivered to the Custodian.

<PAGE>

                                    EXHIBIT B

                          CONTENTS OF EACH CREDIT FILE

            (a) Any security agreement, chattel mortgage or equivalent executed
in connection with the Mortgage.

            (b) The original hazard insurance policy and, if required by law,
flood insurance policy.

            (c) Residential loan application.

            (d) Mortgage Loan closing statement.

            (e) Verification of employment and income except for Mortgage Loans
originated under a Limited Documentation Program.

            (f) Verification of acceptable evidence of source and amount of
downpayment.

            (g) Credit report on the Mortgagor.

            (h) Residential appraisal report.

            (i) Photograph of the Mortgaged Property.

            (j) Survey of the Mortgaged Property, if any.

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

            (l) All required disclosure statements.

            (m) If available, termite report, structural engineer's report,
water potability and septic certification.

            (n) Sales contract.

            (o) Tax receipts, insurance premium receipts, ledger sheets, payment
history from date of origination, insurance claim files, correspondence, current
and historical computerized data files, and all other processing, underwriting
and closing papers and records which are customarily contained in a mortgage
loan file and which are required to document the Mortgage Loan or to service the
Mortgage Loan.

            (p) Amortization schedule.

<PAGE>

                                    EXHIBIT C

                          MORTGAGE LOAN SCHEDULE FIELDS

                        (1) the Seller's Mortgage Loan identifying number;

                        (2) the Mortgagor's name;

                        (3) the street address of the Mortgaged Property
                  including the city, state and zip code;

                        (4) a code indicating whether the Mortgaged Property is
                  owner-occupied, a second home or investment property;

                        (5) the number and type of residential units
                  constituting the Mortgaged Property (i.e., a single family
                  residence, a 2-4 family residence, a unit in a condominium
                  project or a unit in a planned unit development, manufactured
                  housing);

                        (6) the original months to maturity or the remaining
                  months to maturity from the Cut-off Date, in any case based on
                  the original amortization schedule and, if different, the
                  maturity expressed in the same manner but based on the actual
                  amortization schedule;

                        (7) the LTV at the origination;

                        (8) the Mortgage Interest Rate as of the Cut-off Date;

                        (9) the date on which the Monthly Payment was due on the
                  Mortgage Loan and, if such date is not consistent with the Due
                  Date currently in effect, such Due Date;

                        (10) the stated maturity date;

                        (11) the amount of the Monthly Payment as of the Cut-off
                  Date;

                        (12) the last payment date on which a payment was
                  actually applied to the outstanding principal balance;

                        (13) the original principal amount of the Mortgage Loan;

                        (14) the principal balance of the Mortgage Loan as of
                  the close of business on the Cut-off Date, after deduction of
                  payments of principal due and collected on or before the
                  Cut-off Date;

                        (15) with respect to Adjustable Rate Mortgage Loans, the
                  Interest Rate Adjustment Date;

                        (16) with respect to Adjustable Rate Mortgage Loans, the
                  Gross Margin;

                        (17) with respect to Adjustable Rate Mortgage Loans, the
                  Lifetime Rate Cap under the terms of the Mortgage Note;

                        (18) with respect to Adjustable Rate Mortgage Loans, a
                  code indicating the type of Index;

                        (19) with respect to Adjustable Rate Mortgage Loans, the
                  Periodic Rate Cap under the terms of the Mortgage Note;

                        (20) the type of Mortgage Loan (i.e., Fixed Rate,
                  Adjustable Rate, First Lien);

                        (21) a code indicating the purpose of the loan (i.e.,
                  purchase, rate and term refinance, equity take-out refinance);

                        (22) a code indicating the documentation style (i.e.,
                  full, alternative or reduced);

                        (23) the loan credit classification (as described in the
                  Underwriting Guidelines);

                        (24) whether such Mortgage Loan provides for a
                  Prepayment Penalty;

                        (25) the Prepayment Penalty period of such Mortgage
                  Loan, if applicable;

                        (26) a description of the Prepayment Penalty, if
                  applicable;

                        (27) the Mortgage Interest Rate as of origination;

                        (28) the credit risk score (Credit Score) at
                  origination;

                        (29) the date of origination;

                        (30) the Mortgage Interest Rate adjustment period;

                        (31) the Mortgage Interest Rate floor;

                        (32) the Mortgage Interest Rate calculation method
                  (i.e., 30/360, simple interest, other);

                        (33) a code indicating whether the Mortgage Loan is a
                  Section 32 Mortgage Loan;

                        (34) a code indicating whether the Mortgage Loan has
                  been modified;

                        (35) the Current CLTV;

                        (36) the one year payment history;

                        (37) the Due Date for the first Monthly Payment;

                        (38) the original Monthly Payment due;

                        (39) with respect to the related Mortgagor, the
                  debt-to-income ratio;

                        (40) the Appraised Value of the Mortgaged Property;

                        (41) the sales price of the Mortgaged Property if the
                  Mortgage Loan was originated in connection with the purchase
                  of the Mortgaged Property;

                        (42) the MERS Identification Number;

                        (43) Senior lien balance;

                        (44) Lien position marker;

                        (45) CLTV at origination;

                        (46) the points and fees charged in connection with the
                  origination of the Mortgage Loan; and

                        (47) code indicating if a Mortgage Loan's points and
                  fees are in compliance with the Fannie Mae Lender Letter
                  LL03-00, Eligibility of Mortgages to Borrowers with Blemished
                  Credit Records (a "Points and Fees Eligible Loan").

                  With respect to the Mortgage Loans in the aggregate:

                        (1) the number of Mortgage Loans;

                        (2) the current aggregate outstanding principal balance
                  of the Mortgage Loans;

                        (3) the weighted average Mortgage Interest Rate of the
                  Mortgage Loans; and

                        (4) the weighted average maturity of the Mortgage Loans.

<PAGE>


                                   EXHIBIT D-1

                             MORTGAGE LOAN SCHEDULE

                            [Intentionally Omitted]

<PAGE>

                                   EXHIBIT D-2

                             MORTGAGE LOAN SCHEDULE

                            [Intentionally Omitted]

<PAGE>

                                    EXHIBIT E

                         SELLER'S OFFICER'S CERTIFICATE

            I, ____________________, hereby certify that I am the duly elected
[Vice] President of [___________]], a [state] [federally] chartered institution
organized under the laws of the [state of ____________] [United States] (the
"Company") and further as follows:

            1. Attached hereto as Exhibit 1 is a true, correct and complete copy
      of the charter of the Company which is in full force and effect on the
      date hereof and which has been in effect without amendment, waiver,
      rescission or modification.

            2. Attached hereto as Exhibit 2 is a true, correct and complete copy
      of the bylaws of the Company which are in effect on the date hereof and
      which have been in effect without amendment, waiver, rescission or
      modification.

            3. Attached hereto as Exhibit 3 is an original certificate of good
      standing of the Company issued within ten days of the date hereof, and no
      event has occurred since the date thereof which would impair such
      standing.

            4. Attached hereto as Exhibit 4 is a true, correct and complete copy
      of the corporate resolutions of the Board of Directors of the Company
      authorizing the Company to execute and deliver each of the Mortgage Loan
      Purchase and Warranties Agreement, dated as of [_________], by and between
      Bank of America, N.A. (the "Purchaser") and the Company (the "Purchase
      Agreement"), and the Interim Servicing Agreement, dated as of [_________],
      by and between the Company and the Purchaser (the "Interim Servicing
      Agreement") and to endorse the Mortgage Notes and execute the Assignments
      of Mortgages by original [or facsimile] signature], and such resolutions
      are in effect on the date hereof and have been in effect without
      amendment, waiver, rescission or modification.

            5. Either (i) no consent, approval, authorization or order of any
      court or governmental agency or body is required for the execution,
      delivery and performance by the Company of or compliance by the Company
      with the Purchase Agreement, the Interim Servicing Agreement, the sale of
      the mortgage loans or the consummation of the transactions contemplated by
      the agreements; or (ii) any required consent, approval, authorization or
      order has been obtained by the Company.

            6. Neither the consummation of the transactions contemplated by, nor
      the fulfillment of the terms of the Purchase Agreement and the Interim
      Servicing Agreement conflicts or will conflict with or results or will
      result in a breach of or constitutes or will constitute a default under
      the charter or by-laws of the Company, the terms of any indenture or other
      agreement or instrument to which the Company is a party or by which it is
      bound or to which it is subject, or any statute or order, rule,
      regulations, writ, injunction or decree of any court, governmental
      authority or regulatory body to which the Company is subject or by which
      it is bound.

            7. To the best of my knowledge, there is no action, suit, proceeding
      or investigation pending or threatened against the Company which, in my
      judgment, either in any one instance or in the aggregate, may result in
      any material adverse change in the business, operations, financial
      condition, properties or assets of the Company or in any material
      impairment of the right or ability of the Company to carry on its business
      substantially as now conducted or in any material liability on the part of
      the Company or which would draw into question the validity of the Purchase
      Agreement and the Interim Servicing Agreement, or the mortgage loans or of
      any action taken or to be taken in connection with the transactions
      contemplated hereby, or which would be likely to impair materially the
      ability of the Company to perform under the terms of the Purchase
      Agreement and the Interim Servicing Agreement.

            8. Each person listed on Exhibit 5 attached hereto who, as an
      officer or representative of the Company, signed (a) the Purchase
      Agreement, and (b) the Interim Servicing Agreement, (and (c) any other
      document delivered or on the date hereof in connection with any purchase
      described in the agreements set forth above was, at the respective times
      of such signing and delivery, and is now, a duly elected or appointed,
      qualified and acting officer or representative of the Company, who holds
      the office set forth opposite his or her name on Exhibit 5, and the
      signatures of such persons appearing on such documents are their genuine
      signatures.

            9. The Company is duly authorized to engage in the transactions
      described and contemplated in the Purchase Agreement and the Interim
      Servicing Agreement.

<PAGE>

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

Dated:____________________          By:___________________________
                                    Name:_________________________
[Seal]                              Title: [Vice] President

               I, ________________________, an [Assistant] Secretary of
______________[COMPANY], hereby certify that ____________ is the duly elected,
qualified and acting [Vice] President of the Company and that the signature
appearing above is [her] [his] genuine signature.

               IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:____________________          By:___________________________
                                    Name:_________________________
                                    Title:  [Assistant] Secretary

<PAGE>

                                  EXHIBIT 5 to
                         Company's Officer's Certificate

         NAME                         TITLE                   SIGNATURE
         ----                         -----                   ---------

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

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

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

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

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

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

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

<PAGE>

                                    EXHIBIT F

                    FORM OF OPINION OF COUNSEL TO THE SELLER

                                     (date)

Bank of America, N.A.
214 North Street
Charlotte, North Carolina 28255

Ladies and Gentlemen:

            You have requested [our] [my] opinion, as [Assistant] General
Counsel to ___________________ (the "Company"), with respect to certain matters
in connection with the sale by the Company of the Mortgage Loans pursuant to
that certain Mortgage Loan Purchase and Warranties Agreement by and between the
Company and Bank of America, N.A. (the "Purchaser"), dated as of _________ __,
200_ (the "Purchase Agreement") which sale is in the form of whole loans and
that certain Interim Servicing Agreement by and between the Company and Bank of
America, N.A. (the "Purchaser"), dated as of _________ __, 200_ (the "Servicing
Agreement", together with the Purchase Agreement, the "Agreements"). Capitalized
terms not otherwise defined herein have the meanings set forth in the Purchase
Agreement.

               [We]   [I] have examined the following documents:

               1.     the Purchase Agreement;

               2.     the Interim Servicing Agreement; and

               3.     such other documents, records and papers as we have deemed
                      necessary and relevant as a basis for this opinion.

            To the extent [we] [I] have deemed necessary and proper, [we] [I]
have relied upon the representations and warranties of the Company contained in
the Purchase Agreement. [We] [I] have assumed the authenticity of all documents
submitted to [us] [me] as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents.

            Based upon the foregoing, it is [our] [my] opinion that:

            1.    The Company is a [type of entity] duly organized, validly
                  existing and in good standing under the laws of ___________
                  and is qualified to transact business in, and is in good
                  standing under, the laws of [the state of incorporation].

            2.    The Company has the power to engage in the transactions
                  contemplated by the Agreements and all requisite power,
                  authority and legal right to execute and deliver such
                  Agreements and to perform and observe the terms and conditions
                  of such Agreements.

            3.    Each of the Agreements has been duly authorized, executed and
                  delivered by the Company, and is a legal, valid and binding
                  agreement enforceable in accordance with its respective terms
                  against the Company, subject to bankruptcy laws and other
                  similar laws of general application affecting rights of
                  creditors and subject to the application of the rules of
                  equity, including those respecting the availability of
                  specific performance, none of which will materially interfere
                  with the realization of the benefits provided thereunder or
                  with the Purchaser's ownership of the Mortgage Loans.

            4.    The Company has been duly authorized to allow any of its
                  officers to execute any and all documents by original
                  signature in order to complete the transactions contemplated
                  by the Agreements.

            5.    Either (i) no consent, approval, authorization or order of any
                  court or governmental agency or body is required for the
                  execution, delivery and performance by the Company of or
                  compliance with the Agreements and the sale of the Mortgage
                  Loans by the Company or the consummation of the transactions
                  contemplated by the Agreements or (ii) any required consent,
                  approval, authorization or order has been obtained by the
                  Company.

            6.    Neither the consummation of the transactions contemplated by,
                  nor the fulfillment of the terms of, the Agreements conflicts
                  or will conflict with or results or will result in a breach of
                  or constitutes or will constitute a default under the charter
                  or by-laws of the Company, the terms of any indenture or, to
                  the best of the Company's knowledge, other agreement or
                  instrument to which the Company is a party or by which it is
                  bound or to which it is subject, or violates any statute or
                  order, rule, regulations, writ, injunction or decree of any
                  court, governmental authority or regulatory body to which the
                  Company is subject or by which it is bound.

            7.    There is no action, suit, proceeding or investigation pending
                  or, to the best of [our] [my] knowledge, threatened against
                  the Company which, in [our] [my] judgment, either in any one
                  instance or in the aggregate, may result in any material
                  adverse change in the business, operations, financial
                  condition, properties or assets of the Company or in any
                  material impairment of the right or ability of the Company to
                  carry on its business substantially as now conducted or in any
                  material liability on the part of the Company or which would
                  draw into question the validity of the Agreements to which it
                  is a party or the Mortgage Loans or of any action taken or to
                  be taken in connection with the transactions contemplated
                  thereby, or which would be likely to impair materially the
                  ability of the Company to perform under the terms of the
                  Agreements.

            This opinion is given to you for your sole benefit, and no other
person or entity is entitled to rely hereon except that the purchaser or
purchasers to which you initially and directly resell the Mortgage Loans may
rely on this opinion as if it were addressed to them as of its date.

                                                     Very truly yours,


                                                     ----------------------
                                                     [Name]
                                                     [Assistant] General Counsel

<PAGE>

                                    EXHIBIT G

                     FORM OF SECURITY RELEASE CERTIFICATION

                                                      ___________________, 200__

[Federal Home Loan Bank of
______(the "Association")]
__________________________
__________________________
__________________________

Attention:    ___________________________
              ___________________________

            Re:   Notice of Sale and Release of Collateral

Ladies and Gentlemen:

            This letter serves as notice that [_____________], a corporation
organized pursuant to the laws of the State of [___________] (the "Company"),
has committed to sell to Bank of America, N.A. under a Mortgage Loan Purchase
and Warranties Agreement, dated as of [_________], certain mortgage loans
originated by the Association. The Company warrants that the mortgage loans to
be sold to Bank of America, N.A. are in addition to and beyond any collateral
required to secure advances made by the Association to the Company.

            The Company acknowledges that the mortgage loans to be sold to Bank
of America, N.A. shall not be used as additional or substitute collateral for
advances made by the Association. Bank of America, N.A. understands that the
balance of the Company's mortgage loan portfolio may be used as collateral or
additional collateral for advances made by the Association, and confirms that it
has no interest therein.

            Execution of this letter by the Association shall constitute a full
and complete release of any security interest, claim, or lien which the
Association may have against the mortgage loans to be sold to Bank of America,
N.A..

                                               Very truly yours,


                                               _________________________________

                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________
                                               Date:____________________________

<PAGE>

                                    EXHIBIT H

                     FORM OF SECURITY RELEASE CERTIFICATION

                         I. Release of Security Interest

            The financial institution named below hereby relinquishes any and
all right, title and interest it may have in all Mortgage Loans to be purchased
by to Bank of America, N.A. from the Company named below pursuant to that
certain Mortgage Loan Purchase and Warranties Agreement, dated as of
[_________], and certifies that all notes, mortgages, assignments and other
documents in its possession relating to such Mortgage Loans have been delivered
and released to the Company named below or its designees, as of the date and
time of the sale of such Mortgage Loans to Bank of America, N.A.

Name and Address of Financial Institution

        ________________________________
                    (name)

        ________________________________
                   (Address)

        By:_____________________________

<PAGE>

                          II. Certification of Release

            The Company named below hereby certifies Bank of America, N.A. that,
as of the date and time of the sale of the above-mentioned Mortgage Loans to
Bank of America, N.A. the security interests in the Mortgage Loans released by
the above-named financial institution comprise all security interests relating
to or affecting any and all such Mortgage Loans. The Company warrants that, as
of such time, there are and will be no other security interests affecting any or
all of such Mortgage Loans.

                                               _________________________________

                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________
                                               Date:____________________________

<PAGE>

                                    EXHIBIT I

                             UNDERWRITING GUIDELINES

                             [Intentionally Omitted]

<PAGE>

                                    EXHIBIT J

            REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL
                     CHARACTERISTICS OF THE MORTGAGE LOANS

    Pool Characteristics of the Mortgage Loan Package ___ as delivered on the
                                  Closing Date:

            With respect to both aggregate outstanding principal balance of all
the Mortgage Loans, (a) no more than ___% of the Mortgage Loans are secured by
real property improved by two- to four- family dwellings, (b) no more than ___%
are secured by real property improved by individual condominium units, (c) no
more than ___% are secured by real property improved by an individual unit in a
planned unit development, and (d) at least ___% are secured by real property
with a detached one family residence erected thereon. With respect to the
aggregate unpaid principal balance of the Mortgage Loans, (a) no more than ____%
are "cash-out" refinance mortgage loans, (b) no more than ____% are rate and
term refinance mortgage loans and (c) at least ____% are purchase mortgage
loans. With respect to the aggregate unpaid principal balance of the Mortgage
Loans at the time of origination, (a) no more than ____% of the Mortgaged
Properties were owner-occupied second homes, (b) no more than ____% of the
Mortgaged Properties were investor properties and (c) at least ____% of the
Mortgaged Properties were owner-occupied primary residences. With respect to the
aggregate unpaid principal balance of the Mortgage Loans, the weighted average
Credit Score shall be at least _______. No Mortgage Loan shall have a Credit
Score less than ___ as of the origination date. With respect to the aggregate
unpaid principal balance of the Mortgage Loans, (i) no more than __% of the
Mortgage Loans were originated under a `stated documentation' program, (ii) no
more than __% of the Mortgage Loans were originated under a documentation
program which is lacking ratio verification, (iii) no more than __% of the
Mortgage Loans have no documentation and (iv) at least _________% of the
Mortgage Loan were originated under a `full documentation' program. The maximum
Mortgage Interest Rate on the Mortgage Loans as of the Cut-off Date was ____%.
The minimum Mortgage Interest Rate on the Mortgage Loans as of the Cut-off Date
was ____%. The Mortgage Loans have a weighted average remaining term of ___
months. The maximum original principal balance of the Mortgage Loans is
$_______________. The minimum original principal balance of the Mortgage Loans
is $______________. The average original principal balance of the Mortgage Loans
is $ _______________. With respect to the aggregate unpaid principal balance of
the Mortgage Loans: (a) __% of the Mortgaged Properties will be located in
[_______]; (b) __% of the Mortgaged Properties will be located in [______] and
(c) not more than __% of the Mortgaged Properties will be located in any other
single state. The Mortgage Loan, as of the date of its origination, has an LTV
equal to or less than ___%. The weighted average LTV of all the Mortgage Loans
as of their respective dates of origination was not greater than ____%

<PAGE>

                                    EXHIBIT K

                             SERVICER ACKNOWLEDGMENT



                                As of [_________]

[________________]

Re:   Letter Agreement in connection with the purchase by Bank of America, N.A.
      (the "Purchaser") and the sale by [___________] (the "Company") of
      mortgage loans pursuant to that certain Mortgage Loan Purchase and
      Warranties Agreement (the "Agreement"), dated as of [_________], by and
      between the Company and the Purchaser

Ladies and Gentlemen:

            In connection with the above-referenced transaction, and in
consideration of the mutual agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Purchaser and the Company hereby agree as follows:

1.    Unless otherwise specified in this letter agreement, all capitalized terms
      herein shall have the meaning as provided in the Agreement.

2.    The Purchaser hereby requests, and the Company hereby acknowledges, that
      [SERVICER] shall be the "Successor Servicer" under the agreement.

3.    This letter may be executed in any number of counterparts each of which
      shall constitute one and the same instrument, and either party hereto may
      execute this letter by signing any such counterpart.

              [the remainder of this page intentionally left blank]

<PAGE>

4.    This letter shall be deemed in effect when a fully executed counterpart
      thereof is received by the Company in the State of New York and shall be
      deemed to have been made in the State of New York. This letter shall be
      construed in accordance with the laws of the State of New York, and the
      obligations, rights and remedies of the parties hereunder shall be
      determined in accordance with the laws of the State of New York except to
      the extent preempted by Federal law.

                                       Very truly yours,


                                       BANK OF AMERICA, N.A.


                                       By:__________________________________

                                       Name:________________________________

                                       Title:_______________________________

Accepted and Agreed:

OWNIT MORTGAGE SOLUTIONS, INC.

        (Seller)

By:________________________________

Name:______________________________

Title:_____________________________

</TEXT>
</DOCUMENT>
