"Act of Insolvency" means, with respect to any party and its Affiliates, (i) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief; (ii) these eking the appointment of a receiver, trustee, custodian or similar official for such party or an Affiliate or any substantial part of the property of either, (iii) the appointment of a receiver, conservator, or manager for such party or an Affiliate by any governmental agency or authority having the jurisdiction to do so; (iv) the making or offering by such party or an Affiliate of a composition with its creditors or a general assignment for the benefit of creditors, (v) the admission by such party or an Affiliate of such party of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) that any governmental authority or agency or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such party or of any of its Affiliates, or shall have taken any action to displace the management of such party or of any of its Affiliates or to curtail its authority in the conduct of the business of such party or of any of its Affiliates.

"Additional Loans" means Mortgage Loans or cash provided by Seller to Buyer or its designee pursuant to Section 4 (a).

"Affiliate" means an affiliate of a party as such term is defined in the United States Bankruptcy Code in effect from time to time.

"Agency" means FNMA, FHLMC or GNMA.

"Agreement" means this Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans between Buyer and Seller, as amended from time to time.

"Balloon Mortgage Loan " means any Mortgage Loan that provided on the date of origination for scheduled payments by the Mortgagor based upon an amortization schedule extending beyond its maturity date.

"Business Day" means a day other than (i) a Saturday or Sunday, or (ii) a day in which the New York Stock Exchange is authorized or obligated by law or executive order to be closed.

"Buyer" has the meaning specified in Section 1.

" "C" Loan" means a Mortgage Loan made by Seller to a Mortgagor with a "C" credit history which is underwritten in accordance with Seller's underwriting guidelines for "C" credit Mortgage Loans, a copy of which is attached as Exhibit VI hereto.

"Collateral" has the meaning specified in Section 6.

"Collateral Amount" means, with respect to any Transaction, the amount obtained by application of the applicable Collateral Amount Percentage to the related Repurchase Price for such Transaction.

"Collateral Amount Percentage" means the amount set forth in the Confirmation which, in any event, (i) shall not be less than 103% with respect to all Mortgage Loans in determining whether a Market Value Collateral Deficit exists pursuant to the first sentence of Section 4 (a) hereof and (ii) shall not be less than 105% with respect to all Mortgage Loans in determining whether a Securitization Value Collateral Deficit exists pursuant to the second sentence of Section 4 (a) hereof.

"Collateral Deficit" means either a Market Value Collateral Deficit or a Securitization Value Collateral Deficit.

"Collateral Information" means the following information with respect to each Mortgage Loan: (i) Seller's loan number, (ii) the Mortgagor's name, (iii) the address of the Mortgaged Property, (iv) the current interest rate, (v) the original balance, (vi) current balance as of the last day of the immediately preceding month, (vii) the principal paid to date, (viii) the appraisal value of the Mortgaged Property, (ix) whether interest rate is fixed or adjustable (and if adjustable, the ARM terms, including the index, spread, adjustment frequency, next adjustment date, caps and floors), (x) whether the Mortgage Loan is convertible from ARM to fixed, (xi) the occupancy status of the Mortgaged Property (including whether owner occupied), (xii) whether the Mortgage Loan is a Balloon Loan, (xiii) the first payment date, (xiv) the maturity date, (xv) the principal and interest payment, (xvi) the property type of the Mortgaged Property, (xvii) the applicable credit grade, (xviii) the note date and (xix) whether the Mortgage Loan is a Wet Ink Mortgage Loan.

"Confirmation" has the meaning specified in Section 3 (a).

"Custodial Agreement" means that certain custodial agreement, dated as of June 11, 1998, by and among Buyer, Seller and the Custodian.

"Custodial Delivery" means the form executed by Seller in order to deliver the Mortgage Loan Schedule and/or the Mortgage File to Buyer or its designee (including the Custodian) pursuant to Section 7, a form of which is attached hereto as Exhibit II. Such form shall indicate any Mortgage Loans which are Wet Ink Mortgage Loans.

"Custodian " means the custodian under the Custodial Agreement. The initial custodian is First Union National Bank.

" "D" Loan" means a Mortgage Loan made by Seller to a Mortgagor with a "D" credit history which is underwritten in accordance with Seller's underwriting guidelines for "D" credit Mortgage Loans, a copy of which is attached as Exhibit VI hereto.

"Delinquent" means, with respect to any Mortgage Loan, the period of time from the date on which a Mortgagor fails to pay an obligation under the terms of such Mortgage Loan (without regard to any applicable grace periods) to the date on which such payment is made.

"Event of Default" has the meaning specified in Section 13.

"First Mortgage" means a Mortgage that is a first lien on the Mortgaged Property.

"FHLMC" means the Federal Home Loan Mortgage Corporation.

"FNMA" means the Federal National Mortgage Association.

"GNMA" means the Government National Mortgage Association.

"Hedge" means, with respect to any or all of the Purchased Mortgage Loans, any interest rate swap, cap or collar agreement or similar arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller with Buyer or its Affiliates, and reasonably acceptable to the Buyer.

"HUD" means the United States Department of Housing and Urban Development.

"Income" means, with respect to any Purchased Mortgage Loan at any time, any principal thereof then payable and all interest, dividends or other distributions payable thereon less any related servicing fee (s) charged by a sub servicer.

"LIBOR" means the London Interbank Offered Rate for one-month United States dollar deposits as set forth on page 3750 of Tel e rate as of 11:00 a.m., London time, on the date of determination.

"Loan-to-Value Ratio" means with respect to any Mortgage Loan as of any date, the fraction, expressed as a percentage, the numerator of which is the principal balance of such Mortgage Loan at the date of determination and the denominator of which is the lower of (x) the sale price of the related Mortgaged Property or (y) the value of the related Mortgaged Property as set forth in the appraisal of such Mortgaged Property obtained in connection with the origination of such Mortgage Loan.

"Market Value" means as of any date with respect to any Mortgage Loan, the price at which such Mortgage Loan could readily be sold as determined by Buyer in its sole discretion; provided, however, that Buyer shall not take into account, for purposes of calculating Market Value, any Mortgage Loan (i) which has been subject to consecutive Transactions for more than 270 days, (ii) which, together with the other Mortgage Loans subject to then outstanding Transactions, would cause the 30+ Delinquency Percentage to exceed 5.0%, (iii) which is a Wet Ink Mortgage Loan for more than 5 Business Days, (iv) which are more than 59 days Delinquent or (v) with respect to which there is a breach of a representation, warranty or covenant made by Seller in this Agreement that materially adversely affects Buyer's interest in such Mortgage Loan and which breach has not been cured.

"Market Value Collateral Deficit" has the meaning specified in Section 4 (a).

"Mortgage" means a mortgage, deed of trust, deed to secure debt or other instrument, creating a valid and enforceable first or second lien on or a first or second priority ownership interest in an estate in fee simple in real property and the improvements thereon, securing a Mortgage Note or similar evidence of indebtedness.

"Mortgage File" means the documents specified as the "Mortgage File" in Section 7 (d), together with any additional documents and information required to be delivered to Buyer or its designee (including the Custodian) pursuant to this Agreement.

"Mortgage Loan" means (i) a non-securitized whole loan, namely a conventional mortgage loan secured by a first or second lien on a one to four family residential property which conforms to Seller's underwriting guidelines (including, without limitation, Wet-Ink Mortgage Loans) or (ii) another type of non-securitized whole loan as may be agreed upon in writing by the parties hereto from time to time.

"Mortgage Loan Schedule" means a schedule of Mortgage Loans attached to each Trust Receipt, Confirmation and Custodial Delivery.

"Mortgage Note" means a note or other evidence of indebtedness of a Mortgagor secured by a Mortgage.

"Mortgaged Property" means the real property securing repayment of the debt evidenced by a Mortgage Note.

"Mortgagee" means the record holder of a Mortgage Note secured by a Mortgage.

"Mortgagor" means the obligor on a Mortgage Note and the grant or of the related Mortgage.

"Periodic Payment" has the meaning specified in Section 5 (b).

"Person" means an individual, partnership, corporation, joint stock company, trust or unincorporated organization or a governmental agency or political subdivision thereof.

"Price Differential" means, with respect to any Transaction hereunder as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction).

"Pricing Rate" means the per annum percentage rate specified in the Confirmation for determination of the Price Differential which shall not exceed LIBOR plus the applicable Pricing Spread.

"Pricing Spread" means (x) [] %; provided that during any period for which any such Mortgage Loans are Wet Ink Mortgage Loans, the applicable Pricing Spread in respect of such Mortgage Loan shall be[]%.

"Prime Rate" means the rate of interest published by The Wall Street Journal, northeast edition, as the "prime rate".

"Purchase Date" means the date on which Purchased Mortgage Loans are transferred by Seller to Buyer or its designee (including the Custodian) as specified in the Confirmation.

"Purchase Price" means, on each Purchase Date, the price at which Purchased Mortgage Loans are transferred by Seller to Buyer or its designee (including the Custodian), which, subject to compliance with the collateral maintenance requirements of Section 4, shall equal the outstanding principal amount of such Purchased Mortgage Loans; provided, however, that the Purchase Price of any Mortgage Loan shall not in any event exceed the outstanding principal amount thereof.

"Purchased Mortgage Loans" means the Mortgage Loans sold by Seller to Buyer in a Transaction, any Additional Loans and any Substituted Mortgage Loans.

"Replacement Loans" has the meaning specified in Section 14 (b)(ii).

"Repurchase Date" means the date on which Seller is to repurchase the Purchased Mortgage Loans from Buyer, including any date determined by application of the provisions of Sections 3 or 14, as specified in the Confirmation; provided that in no event shall such date be more than 30 days after the Purchase Date.

"Repurchase Price" means the price at which Purchased Mortgage Loans are to be transferred from Buyer or its designee (including the Custodian) to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination decreased by all cash, Income and Periodic Payments actually received by Buyer pursuant to Sections 4 (a), 5 (a) and 5 (b), respectively.

"Second Mortgage" means a Mortgage that is a second lien on the Mortgaged Property.

"Securitization Value" means, as of any date with respect to any Mortgage Loans, the price at which such Mortgage Loans could be securitized and sold in a securitization as determined by Buyer in its sole discretion; provided, however, that Buyer shall not take into account, for purposes of calculating Securitization Value, any Mortgage Loan (i) which has been subject to consecutive Transactions for more than 270 days, (ii) which, together with the other Mortgage Loans subject to then outstanding Transactions, would cause the 30+ Delinquency Percentage to exceed 5.0%, (iii) which is a Wet Ink Mortgage Loan for more than 5 Business Days, (iv) which are more than 59 days Delinquent or (v) with respect to which there is a breach of a representation, warranty or covenant made by Seller in this Agreement that materially adversely affects Buyer's interest in such Mortgage Loan and which breach has not been cured.

"Securitization Value Collateral Deficit" has the meaning specified in Section 4 (a).

"Seller" has the meaning specified in Section 1.

"Servicing Agreement" has the meaning specified in Section 25.

"Servicing Records" has the meaning specified in Section 25.

"Substituted Mortgage Loans" means any Mortgage Loans substituted for Purchased Mortgage Loans in accordance with Section 9 hereof.

"30+ Delinquency Percentage" means the fraction, expressed as a percentage, the numerator of which is the aggregate Purchase Price of Purchased Mortgage Loans subject to then outstanding Transactions which are more than 30 days Delinquent and the denominator of which is the aggregate Purchase Price of all Purchased Mortgage Loans subject to then outstanding Transactions.

"Transaction" has the meaning specified in Section 1.

"Trust Receipt" means a trust receipt issued by Custodian to Buyer confirming the Custodian's possession of certain mortgage loan files which are the property of and held by Custodian for the benefit of the Buyer or the registered holder of such trust receipt.

"Wet Ink Mortgage Loan " means a non-securitized whole loan, namely a conventional mortgage loan secured by a first or second lien on a one to four family residential property for which a Mortgage File has not been delivered to the Custodian.

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