WHOLE LOAN PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement

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Title: WHOLE LOAN PURCHASE AGREEMENT
Governing Law: Delaware Date: 1/7/2004
Law Firm: ABN AMRO Mortgage Group, Inc.,

WHOLE LOAN PURCHASE AGREEMENT

Whole Loan Purchase Agreement (the "Agreement"), dated as of December 23,

2003 between ABN AMRO Mortgage Group, Inc. (the "Seller") and Washington Mutual

Mortgage Securities Corp. (the "Purchaser").

Subject to the terms and conditions of this Agreement, the Seller agrees

to sell and the Purchaser agrees to purchase certain mortgage loans (the

"Mortgage Loans") as described herein and as identified on the Mortgage Loan

Schedule defined in Section 2 hereof. The Mortgage Loans will be purchased on a

servicing released basis.

Now, therefore, in consideration of the premises and the mutual agreements

set forth herein, the parties agree as follows:

SECTION 1. Purchase and Sale of the Mortgage Loans.

(a) Pursuant to the terms hereof and upon satisfaction of the conditions

set forth herein, the Seller agrees to sell and the Purchaser agrees to

purchase, Mortgage Loans having the characteristics set forth in this Agreement

and specifically identified on the Mortgage Loan Schedule, for the Purchase

Price set forth below in Section 3(a) hereof and having an aggregate principal

balance on and as of December l, 2003 (the "Cut-Off Date") of approximately

$354,678,057 after deduction of principal payments due on or before the Cut-Off

Date (which amount may vary plus or minus 5% thereof), or such other aggregate

principal balance as agreed by the Purchaser and the Seller as evidenced by the

actual aggregate principal balance of the Mortgage Loans accepted by the

Purchaser on the Closing Date (as defined below).

(b) Subject to mutual agreement between the Purchaser and the Seller, the

closing for the purchase and sale of the Mortgage Loans shall take place on

December 23, 2003 (the "Closing Date") at the office of Purchaser's counsel in

New York, New York or such other place as the parties shall agree.

SECTION 2. Mortgage Loan Schedule.

Attached to this Agreement as Schedule 1 is a listing of the Mortgage

Loans evidenced by promissory notes, mortgage notes or other evidence of

indebtedness (the "Mortgage Notes") evidencing the indebtedness of one or more

obligors (the "Mortgagor") and the related mortgages, deeds of trust or other

instruments securing a Mortgage Loan (the "Mortgage") to be purchased by and

delivered to the Purchaser on the Closing Date (as such may be amended prior to

the Closing Date by mutual agreement of the parties) (the "Mortgage Loan

Schedule"). The "Mortgage Loan Schedule" as of the Closing Date shall refer to

the Mortgage Loan Schedule as delivered on the Cut-Off Date related to such

Mortgage Loans to be purchased by or on behalf of the Purchaser pursuant to the

terms of this Agreement. The Mortgage Loan Schedule shall contain as to each

Mortgage Loan listed thereon, at a minimum, the Mortgage Loan information

indicated on Schedule 2 hereto.

<PAGE>

SECTION 3. Purchase Price.

(a) In exchange for the Mortgage Loans, on the Closing Date, the Purchaser

shall transfer to the Seller by wire transfer in immediately available funds the

purchase price (the "Purchase Price") which is equal to * % multiplied by the

principal balance thereof as of the Cut-Off Date plus any accrued and unpaid

interest thereon from the Cut-Off Date to the Closing Date.

(b) The Purchaser shall be entitled to all scheduled payments of principal

and interest due with respect to the Mortgage Loans after the Cut-Off Date, and

all other recoveries of principal and interest collected after the Cut-Off Date

(other than in respect of principal and interest on the Mortgage Loans due on or

before the Cut-Off Date). The Seller shall be entitled to all scheduled payments

of principal and interest due with respect to the Mortgage Loans on or before

the Cut-Off Date, and all other recoveries of principal and interest collected

on or before the Cut-Off Date (other than in respect of principal and interest

on the Mortgage Loans due after the Cut-Off Date). The principal balance of each

Mortgage Loan as of the Cut-Off Date is determined after deduction of payments

of principal due on or before the Cut-Off Date whether or not collected.

Therefore, payments of scheduled principal and interest prepaid for a date due

following the Cut-Off Date shall not be deducted from the principal balance as

of the Cut-Off Date but such prepaid amounts shall belong to, and be promptly

remitted by the Seller to, the Purchaser.

SECTION 4. Examination of Mortgage Files.

Prior to the Closing Date, the Seller will have made files for each

Mortgage Loan, that consist at least of the documents listed on Schedule 3

attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and

collectively, the "Mortgage Files"), available to the Purchaser or its agents,

for examination at the Seller's offices or such other location as shall

otherwise be agreed upon by the Purchaser and the Seller. The Purchaser may

purchase all or part of the Mortgage Loans with or without conducting any

partial or complete examination. The fact that the Purchaser or its agents have

conducted or have failed to conduct any partial or complete examination of the

Mortgage Files shall not affect the Purchaser's rights under this Agreement,

including, but not limited to, the rights to demand repurchase, substitution or

other relief as provided in this Agreement.

SECTION 5. Transfer of Mortgage Loans; Possession of Mortgage Files.

(a) On the Closing Date, subject to the satisfaction of the terms and

conditions hereof, the Seller shall sell, transfer, assign, set over and

otherwise 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 (including the servicing rights related thereto) and all proceeds

thereof, wherever located, including without limitation, all amounts in respect

of principal and interest received or receivable with respect to Mortgage Loan

payments due after the Cut-Off Date (and including scheduled payments of

principal and interest due after the Cut-Off Date but received by the Seller on

or before the Cut-Off Date, but not including payments of principal and interest

due on the Mortgage Loans on or before the Cut-Off Date), together with the

proceeds of any related

----------

* Provided upon request by ABN AMRO Mortgage Group, Inc.

<PAGE>

mortgage insurance policies. Such transfer shall be made directly to the

Purchaser in accordance with the letter delivered to the Seller by the Purchaser

attached hereto as Exhibit A (the "Instruction Letter"). The Seller's records

will accurately reflect the sale of each Mortgage Loan to the Purchaser.

(b) The ownership of each Mortgage Loan (including the related servicing

rights) and the related Mortgage Note, the Mortgage and the contents of the

related Mortgage File shall be, upon satisfaction of subsection 3(a) hereof,

vested in the Purchaser and the ownership of all records and documents with

respect to such Mortgage Loan prepared by or which come into the possession of

the Seller shall immediately vest in the Purchaser and shall be retained and

maintained by the Seller at the will and for the benefit of the Purchaser in a

custodial capacity only. The Seller shall deliver to the Purchaser or its agent

in accordance with the instructions set forth in Exhibit A, simultaneously with

the execution and delivery of this Agreement or prior to the Closing Date, all

of the documents pertaining to each Mortgage Loan.

absolute and is intended by the parties to be a sale. In the event that a court

deems the conveyance set forth herein not to constitute a sale, the Seller shall

have granted to the Purchaser a first priority security interest in the Mortgage

Loans and in the proceeds thereof of any kind or nature whatsoever, and in the

proceeds of any related insurance policies, subject to the satisfaction or

waiver of the conditions set forth in Section 11 hereof, and shall take, or

shall cause to have been taken, all steps necessary prior to the Closing Date to

perfect such security interest in the Purchaser.

SECTION 6. Books and Records.

On the Closing Date, following the sale of the Mortgage Loans to the

Purchaser, title to each Mortgage and the related Mortgage Note shall be

transferred to the Purchaser or its assignee in accordance with this Agreement.

All rights arising out of the Mortgage Loans after the Cut-Off Date including,

but not limited to, any and all funds received on or in connection with a

Mortgage Loan and due after the Cut-Off Date shall be received and held by the

Seller in a custodial capacity for the benefit of the Purchaser or its assignee

as the owner of the Mortgage Loans in accordance herewith and shall be delivered

or caused to be delivered by the Seller to the Purchaser or its assignee on or

immediately following the Closing Date. Any funds received by the Seller, the

Purchaser or the Servicer (as defined in the Pooling and Servicing Agreement,

dated as of December 1, 2003, among U.S. Bank National Association, as Trustee

(the "Trustee"), Washington Mutual Mortgage Securities Corp. as Seller and

Servicer (in such capacity, the "Seller" or the "Servicer") and ABN AMRO

Mortgage Corporation as Depositor (the "Depositor")) after the Cut-Off Date but

due prior to the Cut-Off Date shall remain the property of the Seller and shall

be promptly remitted to the Seller.

SECTION 7. Further Actions; Financing Statements.

(a) The Seller hereby grants to the Purchaser, subject to the satisfaction

or waiver of the conditions set forth in Section 11 hereof, the right, at the

Purchaser's option, to file any or all such financing statements, amendments,

continuation statements, assignments, certificates and other documents pursuant

to the UCC and otherwise without its signature and hereby irrevocably appoints

the Purchaser, subject to the satisfaction or waiver of the conditions set forth

in Section 11 hereof, as its attorney-in-fact to execute, deliver and file any

such financing statements, amendments,

<PAGE>

continuation statements, assignments, certificates and other documents in the

Seller's name and to perform all other acts which the Purchaser deems

appropriate to perfect or to maintain the perfection of the security interest;

and (ii) notify the Purchaser within five (5) days after the occurrence of any

of the following: (A) any change in the Seller's corporate name or any trade

name; (B) any change in the Seller's location of its chief executive office or

principal place of business; and (C) any merger or consolidation or other change

in Seller's identity or material change in its corporate structure.

SECTION 8. Representations, Warranties and Agreements of Seller.

(a) The Seller hereby represents and warrants to the Purchaser as of the

Closing Date (or such other date as is specified in the related representation

or warranty) as follows:

(i) The Seller has been duly created and is validly existing and in

good standing as a corporation under the laws of the State of Delaware;

(ii) The execution and delivery of this Agreement by the Seller and

its performance of and compliance with the terms of this Agreement will

not violate the Seller's charter or by-laws and will not conflict with or

result in a breach of any of the terms or provisions of, or constitute a

default under, any indenture, mortgage, deed of trust, loan agreement or

other material agreement or instrument to which the Seller is a party or

by which the Seller or to which any of the property or assets of the

Seller is subject;

(iii) The Seller has all requisite corporate power, authority and

capacity to enter into this Agreement and to perform the obligations

required of it hereunder. This Agreement, assuming due authorization,

execution and delivery by the Purchaser, constitutes a valid and legally

binding obligation of the Seller, enforceable against the Seller in

accordance with its terms, subject, as to enforcement, to bankruptcy,

insolvency, reorganization and other similar laws of general applicability

relating to or affecting creditors' rights and to general equity

principles, regardless of whether such enforcement is considered in a

proceeding in equity or at law. No consent, approval, authorization or

order of or registration with, or notice to, any governmental authority or

court is required, under state or federal law prior to the execution,

delivery, performance of or compliance by the Seller with this Agreement

or the consummation by the Seller with any other transaction contemplated

hereby;

(iv) The Seller is not in default with respect to any order or

decree of any court or any order, regulation or demand of any federal,

state, municipal or governmental agency, which default might have

consequences that would materially and adversely affect the condition

(financial or other) or operations of the Seller or its properties or

might have consequences that would affect its performance hereunder;

(v) No litigation is pending or, to the best of the Seller's

knowledge, threatened against the Seller which would prohibit its entering

into this Agreement or performing its obligations under this Agreement;

<PAGE>

(vi) The Seller is an approved conventional seller/servicer for FNMA

or FHLMC in good standing;

(vii) The consummation of the transactions contemplated by this

Agreement are in the ordinary course of business of the Seller, and the

transfer, assignment and conveyance of the Mortgage Notes and the

Mortgages by the Seller pursuant to this Agreement is not subject to the

bulk transfer or any similar statutory provisions in effect in the State

of Michigan;

(viii) With respect to each Mortgage Loan:

1) that the information set forth in the Mortgage Loan

Schedule appearing as an exhibit to this Agreement is true and

correct in all material respects at the date or dates respecting

which such information is furnished as specified therein;

2) the Seller is the sole owner and holder of each Mortgage

Loan free and clear of all liens, pledges, charges or security

interests of any nature and has full right and authority, subject to

no interest or participation of, or agreement with, any other party,

to sell and assign the same and, upon the Seller's receipt of the

Purchase Price, the Purchaser shall own and hold such Mortgage Loan

free and clear of all liens, pledges, charges or security interests

of any nature;

3) no payment of principal of or interest on or in respect of

any Mortgage Loan is 30 days or more past due from the Due Date of

such payment;

4) to the best of the Seller's knowledge, as of the date of

the transfer of the Mortgage Loans to the Purchaser, there is no

valid offset, defense or counterclaim to any Mortgage Note or

Mortgage;

5) there is no proceeding pending, or to the best of the

Seller's knowledge, threatened for the total or partial condemnation

of any of the real property, together with any improvements thereto,

securing the indebtedness of the Mortgagor under the related

Mortgage Loan (the "Mortgaged Property") and the Mortgaged Property

is free of material damage and is in good repair and neither the

Mortgaged Property nor any improvement located on or being part of

the Mortgaged Property is in violation of any applicable zoning

law or regulation;

6) that each Mortgage Loan complies in all material respects

with applicable state or federal laws, regulations and other

requirements, pertaining to usury, equal credit opportunity,

disclosure laws and all applicable anti-predatory laws, and each

Mortgage Loan was not usurious at the time of origination;

7) to the best of the Seller's knowledge, all insurance

premiums, water, sewer and municipal charges, leasehold payments and

ground rents previously due and owing with respect to each Mortgaged

Property have been paid and all taxes and

<PAGE>

governmental assessments previously due and owing, and which may

become a lien against the Mortgaged Property, with respect to the

Mortgaged Property have been paid;

8) that each Mortgage Note and the related Mortgage are

genuine and each is the legal, valid and binding obligation of the

maker thereof, enforceable in accordance with its terms except as

such enforcement may be limited by bankruptcy, insolvency,

reorganization or other similar laws affecting the enforcement of

creditors' rights generally and by general equity principles

(regardless of whether such enforcement is considered in a

proceeding in equity or at law); all parties to the Mortgage Note

and the Mortgage had legal capacity to execute the Mortgage Note and

the Mortgage; and each Mortgage Note and Mortgage have been duly and

properly executed by the Mortgagor;

9) that each Mortgage is a valid and enforceable perfected

first lien on the property securing the related Mortgage Note, and

that each Mortgage Loan is covered by an ALTA mortgagee title

insurance policy or other form of policy or insurance acceptable to

FNMA or FHLMC, issued by, and is a valid and binding obligation of,

a title insurer acceptable to FNMA or FHLMC insuring the originator,

its successor and assigns, as to the lien of the Mortgage in the

original principal amount of the Mortgage Loan subject only to (a)

the lien of current real property taxes and assessments not yet due

and payable, (b) covenants, conditions and restrictions, rights of

way, easements and other matters of public record as of the date of

recording of such Mortgage acceptable to mortgage lending

institutions in the area in which the Mortgaged Property is located

or specifically referred to in the appraisal performed in connection

with the origination of the related Mortgage Loan and (c) such other

matters to which like properties are commonly subject which do not

individually, or in the aggregate, materially interfere with the

benefits of the security intended to be provided by the Mortgage;

10) neither the Seller nor any prior holder of any Mortgage or

Mortgage Note has, except as the Mortgage File may reflect,

impaired, waived, altered or modified the Mortgage or Mortgage Note

in any respect, 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 Purchaser. The substance of any such

waiver, alteration or modification has been approved by the

issuer of any primary mortgage insurance policy covering the

Mortgage Loan and title insurer, to the extent required by the

policies, and its terms are reflected in the Mortgage Loan

Schedule. No Mortgage has been satisfied, cancelled or

subordinated in whole or in part; No Mortgaged Property has been

released in whole or in part from the lien of the Mortgage; No

instrument of release, cancellation, modification or satisfaction

has been executed with respect to the Mortgage Loan;

11) that each Mortgaged Property consists of a fee simple

estate or condominium form of ownership in real property;

<PAGE>

12) the condominium projects that include the condominiums

that are the subject of any condominium loan are acceptable to FNMA

or FHLMC;

13) no foreclosure action is threatened or has been commenced

with respect to the Mortgage Loan; and except for payment

delinquencies not in excess of 30 days, there is no default, breach,

violation or event of acceleration existing under the Mortgage or

the related Mortgage Note and, to the best of the Seller's

knowledge, 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; and the Seller

has not waived any default, breach, violation or event of

acceleration;

14) that each Mortgage Loan was originated on FNMA or FHLMC

uniform instruments for the state in which the Mortgaged Property is

located;

15) that based upon a representation by each Mortgagor at the

time of origination or assumption of the applicable Mortgage Loan,

approximately 93.95% of the Mortgage Loans measured by principal

balance were to be secured by owner-occupied residences and

approximately 6.05% of the Mortgage Loans measured by principal

balance were secured by owner-occupied second home residences;

16) that an appraisal of each Mortgaged Property was conducted

at the time of origination of the related Mortgage Loan, and that

each such appraisal was conducted in accordance with FNMA or FHLMC

criteria, on FNMA or FHLMC forms and comparables on at least three

properties were obtained;

17) that no Mortgage Loan had a Loan-to-Value Ratio at

origination in excess of 95.00%;

18) the Mortgage Loans were not selected in a manner to

adversely affect the interests of the Purchaser and the Seller knows

of no conditions which reasonably would cause it to expect any

Mortgage Loan to become delinquent or otherwise lose value;

19) each Mortgage Loan was either (A) originated directly by

or closed in the name of either: (i) a savings and loan association,

savings bank, commercial bank, credit union, insurance company, or

similar institution which is supervised and examined by a federal or

state authority or (ii) a mortgagee approved by the Secretary of

Housing and Urban Development pursuant to Sections 203 and 211 of

the National Housing Act or (B) originated or underwritten by an

entity employing underwriting standards consistent with the

underwriting standards of an institution as described in subclause

(A)(i) or (A)(ii) above;

<PAGE>

20) each Mortgage Loan is a "qualified mortgage" within the

meaning of Section 860G of the Internal Revenue Code of 1986,

without regard to ss. 1.860 G-2(f) of the REMIC provisions or any

similar rule;

21) that no Mortgage Loan permits negative amortization or the

deferral of accrued interest;

22) pursuant to the terms of the applicable Mortgage, all

buildings or other improvements upon each Mortgaged Property are

insured by an insurer acceptable to FNMA or FHLMC against loss by

fire, hazards of extended coverage and such other hazards as are

customary in the area where the Mortgaged Property is located

pursuant to insurance policies conforming to the requirements of

FNMA or FHLMC. If upon origination of any Mortgage Loan, the

Mortgaged Property was in an area identified in the Federal Register

by the Federal Emergency Management Agency as having special flood

hazards (and such flood insurance has been made available) a flood

insurance policy meeting the requirements of the current guidelines

of the Federal Insurance Administration is in effect which policy

conforms to the requirements of FNMA or FHLMC. 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. Each 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 Mortgagors have been given an opportunity to

choose the carrier of the required hazard insurance policy, provided

the policy is not a "master" or "blanket" 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.

Seller has not engaged in, and has no knowledge of the Mortgagor's

or any subservicer 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 either, 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. All

flood insurance and hazard insurance premiums have been paid when

due;

23) each 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 included in the

appraised value thereof, and as to disbursements of any escrow funds

therefor have been complied with. All costs, fees and expenses

incurred in making or closing each Mortgage Loan and the recording

<PAGE>

of the related Mortgage were paid, and the applicable Mortgagor is

not entitled to any refund of any amounts paid or due under the

Mortgage Note or Mortgage;

24) with respect to each Mortgage Loan with a Loan-to-Value

Ratio greater than 80%, the excess of the principal balance of such

Mortgage Loan to the percentage of the appraised value thereof

specified by FNMA is and will be insured as to payment defaults by a

primary mortgage insurance policy issued by an insurer, and in a

form, acceptable to FNMA or FHLMC. All provisions of such primary

mortgage insurance policy have been and are being complied with,

such policy is in full force and effect, and all premiums due

thereunder have been paid. No action, inaction or event has occurred

and no state of facts exists that has, or will result in the

exclusion from, denial of, or defense to coverage. Any Mortgage Loan

subject to a primary mortgage insurance policy obligates the

Mortgagor thereunder to maintain the primary mortgage insurance

policy and to pay all premiums and charges in connection therewith.

The mortgage interest rate for the Mortgage Loan as set forth on the

Mortgage Loan Schedule is net of any such insurance premium;

25) to the best of the Seller's knowledge each 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;

26) all inspections, licenses and certificates required to be

made or issued with respect to all occupied portions of each

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;

27) each Mortgage Loan has been properly serviced in

accordance with all applicable federal, state and local laws, the

terms of the Mortgage, Mortgage Note and related Mortgage Loan

documents and all applicable guidelines to any prior mortgagee. With

respect to escrow deposits and escrow payments, all such payments

are in the possession 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. An escrow

of funds is not prohibited by applicable law and has been

established in accordance with law, and by Servicer's best

estimate in an amount sufficient to pay for every item which

remains unpaid and which 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 any

Mortgage or any Mortgage Note. Any interest required to be paid

pursuant to state and local law has been properly paid and

credited;

28) as of the Closing Date, each Mortgage Loan will have a

transferable life-of-loan tax service contract with First American

Real Estate Tax Service or another tax service, provided that such

tax service is acceptable to the Purchaser;

<PAGE>

29) each Mortgage Note and Assignment of Mortgage has been, or

will be, delivered to the Purchaser or its custodian for each

Mortgage Loan;

30) the Mortgage Loan was underwritten in accordance with the

Seller's underwriting standards in effect at the time the Mortgage

Loan was originated;

31) no fraud occurred on the part of the Seller, the Mortgagor

or, to the best of the Seller's knowledge, any third party in

connection with the origination of the Mortgage Loan;

32) each Mortgage Loan that has a Loan-to-Value Ratio at

origination in excess of 80% is covered by a primary mortgage

insurance policy;

33) no Loan is a "high-cost home loan" as defined in the

Georgia Fair Lending Act, as amended, or in the New York Predatory

Lending Law, codified as N.Y. Banking Law Section 6-l, N.Y. Gen.

Bus. Law Section 771-a, and N.Y. Real Prop. Acts Law Section 1302,

the Arkansas Home Loan Protection Act, as amended, the Kentucky

Revised Statutes Section 360.100, as amended, or the Florida Home

Loan Protection Act ss.494.007 (the "Florida Act"); no Loan is a

"covered loan" as defined in the District of Columbia Home Loan

Protection Act ss.26-1151.01 (the "D.C. Act"); no Loan is a

"high-rate, high-fee mortgage" as defined in Maine Consumer Credit

Code -- Truth In Lending ss.8-103 (the "Maine Act"); and no Loan is

a "home loan" as defined in Nevada Revised Statutes title 52, as

amended by Assembly Bill No. 284, 72nd Session (Nevada 2003) (the

"Nevada Act"); and

34) none of the Mortgage Loans are subject to the Home

Ownership and Equity Protection Act of 1994 or any comparable state

law.

It is understood and agreed that the representations and warranties set

forth in this Section 8 shall survive the sale of the Mortgage Loans to the

Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any

restrictive or qualified endorsement on any Mortgage Note (or lost note

affidavit and indemnity) or Assignment of Mortgage or the examination of any

Mortgage File.

Upon discovery by either the Seller, the Purchaser or its designees of a

breach of any of the foregoing representations or warranties of the Seller which

materially and adversely affects (1) the value of any of the Mortgage Loans

actually delivered or (2) the interests of the Purchaser therein, the party

discovering such breach shall give prompt written notice to the other. Within 90

(ninety) days of its discovery or its receipt of notice of any such breach of a

representation or warranty, the Seller shall, with respect to the Mortgage

Loan(s) to which such breach relates, either (i) cure such breach in all

material respects (except for a breach of that portion of the representation and

warranty relating to any casualty from the presence of hazardous waste or

hazardous substances), (ii) repurchase such Mortgage Loan or Mortgage Loans (or

any property acquired in respect thereof) from the Purchaser at the Purchase

Price, as adjusted for the then current principal balance or (iii) within the 90

(ninety)-day period following the Closing Date substitute another mortgage loan

for such Mortgage Loan. Such substitute mortgage loan shall on the date of

substitution, (a) have a principal balance not in excess of the principal

balance of the defective Mortgage Loan, (b) be accruing interest at a rate of

interest at least equal to that of the defective Mortgage Loan, (c) have

<PAGE>

a remaining term to stated maturity not greater than, and not more than two

years less than, that of the Mortgage Loan so substituted, (d) have an original

loan-to-value ratio not higher than that of the Mortgage Loan so substituted and

a current loan-to-value ratio not higher than that of the Mortgage Loan so

substituted, and (e) comply with all the representations and warranties relating

to Mortgage Loans set forth herein, as of the date of substitution (such

mortgage loan being referred to herein as a "Qualifying Substitute Mortgage

Loan"). If the breach of representation and warranty that gave rise to the

obligation to repurchase or substitute a Loan pursuant to this Section 8 was the

representation set forth in clause (viii)(6) of this Section 8, then the Seller

shall pay to the Trust Fund, concurrently with and in addition to the remedies

provided in the preceding sentence, an amount equal to any liability, penalty or

reasonable expense that was actually incurred and paid out of or on behalf of

the Trust Fund, and that directly resulted from such breach, or if incurred and

paid by the Trust Fund thereafter, concurrently with such payment. Except as set

forth in Section 12 hereof, it is understood and agreed that the obligations of

the Seller set forth in this Section 8 to cure, substitute for or repurchase a

defective Mortgage Loan constitute the sole remedies of the Purchaser respecting

a breach of the foregoing representations and warranties.

The Purchaser, upon receipt by it of the full amount of the Purchase Price

as adjusted for the then current principal balance for a Mortgage Loan that is

repurchased, or upon receipt of the Mortgage File for a Qualifying Substitute

Mortgage Loan for a Mortgage Loan that is substituted or repurchased, shall

release or cause to be released and reassign to the Seller the related Mortgage

File for the Mortgage Loan that is substituted and shall execute and deliver

such instruments of transfer or assignment, in each case without recourse,

representation, or warranty, as shall be necessary to vest in the Seller or its

designee or assignee title to any such substituted Mortgage Loan released

pursuant hereto, free and clear of all security interests, liens and other

encumbrances created by this Agreement, which instruments shall be prepared by

the Seller at its expense and shall be reasonably acceptable to the Purchaser,

and the Purchaser shall have no further responsibility with respect to the

Mortgage File relating to such Mortgage Loan that is substituted.

Any cause of action against the Seller or relating to or arising out of

the breach of any representations and warranties made in this Section 8 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

Qualifying Substitute Mortgage Loan as specified above, and (iii) demand upon

the Seller by the Purchaser for all amounts payable in respect of such Mortgage

Loan.

SECTION 9. Representations, Warranties and Agreements of Purchaser.

(a) The Purchaser hereby represents and warrants to the Seller, as of the

date hereof (or such other date as is specified in the related representation or

warranty) as follows:

(i) The Purchaser is a corporation duly formed, validly existing and

in good standing under the laws of the State of Delaware;

(ii) The execution and delivery of this Agreement by the Purchaser

and its performance of and compliance with the terms of this Agreement

will not violate the Purchaser's corporate charter or by-laws or will not

conflict with or result in a breach of any

<PAGE>

of the terms or provisions of, or constitute a default under, any

indenture, mortgage, deed of trust, loan agreement or other material

agreement or instrument to which the Purchaser is a party or by which

the Purchaser or to which any property or assets of the Purchaser is

subject;

(iii) The Purchaser has all requisite corporate power, authority and

capacity to enter into this Agreement and to perform the obligations

required of it hereunder. This Agreement, assuming due authorization,

execution and delivery by the Seller, constitutes a valid and legally

binding obligation of the Purchaser, enforceable against the Purchaser in

accordance with its terms, subject, as to enforcement, to bankruptcy,

insolvency, reorganization and other similar laws of general applicability

relating to or affecting creditors' rights and to general equity

principles, regardless of whether such enforcement is considered in a

proceeding in equity or at law. No consent, approval, authorization or

order of or registration with, or notice to, any governmental authority or

court is required, under state or federal law prior to the execution,

delivery, performance of or compliance by the Purchaser with this

Agreement or the consummation by the Purchaser with any other transaction

contemplated hereby;

(iv) The Purchaser is not in default with respect to any order or

decree of any court or any order, regulation or demand of any federal,

state, municipal or governmental agency, which the Purchaser default might

have consequences that would materially and adversely affect the condition

(financial or other) or operations of the Purchaser or its properties or

might have consequences that would affect its performance hereunder; and

(v) No litigation is pending or, to the best of the Purchaser's

knowledge, threatened against the Purchaser which would prohibit its

entering into this Agreement or performing its obligations under this

Agreement.

SECTION 10. Purchaser's Conditions to Closing.

The obligations of the Purchaser under this Agreement shall be subject to

the satisfaction, on or prior to the Closing Date, of the following conditions:

(a) The obligations of the Seller required to be performed by it on or

prior to the Closing Date pursuant to the terms of this Agreement shall have

been duly performed and complied with and all of the representations and

warranties of the Seller under this Agreement shall be true and correct as of

the date hereof and as of the Closing Date, and no event shall have occurred

which, with notice or the passage of time, or both, would constitute a default

under this Agreement, and the Purchaser shall have received a certificate to

that effect signed by an Authorized Officer (as defined below) of the Seller.

(b) The Purchaser or the Purchaser's document custodian shall have

received, or the Purchaser's attorney shall have received in escrow, all of the

following closing documents, 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 respective terms thereof:

<PAGE>

(i) Each original Mortgage Note (or lost note affidavit and

indemnity), duly endorsed originally or by facsimile, without recourse, to

the Purchaser, in each case in accordance with the instructions set forth

in Exhibit A attached hereto, which Mortgage Note (or lost note affidavit

and indemnity) shall be delivered to and held by the Purchaser or its

agent on behalf of the Purchaser;

(ii) The Mortgage Loan Schedule prepared by Seller dated as of the

related Closing Date and attached hereto;

(iii) A certificate signed by an officer, which officer may be

either a senior vice president, a vice president, an assistant vice

president or assistant secretary (an "Authorized Officer"), dated as of

the Closing Date, substantially in the form attached hereto as Exhibit C,

to the parties hereto, and attached thereto copies of the charter and

by-laws and a Good Standing Certificate or a memorandum setting forth the

verbal assurances from the appropriate regulatory authorities with respect

to the Seller will be immediately forthcoming; and

(iv) An opinion of Seller's counsel in substantially the form

attached hereto as Exhibit D.

its officers or others and such other documents to evidence fulfillment of the

conditions set forth in this Agreement as the Purchaser and its attorney may

reasonably request.

SECTION 11. Seller's Conditions to Closing.

The obligations of the Seller under this Agreement shall be subject to the

satisfaction, on or prior to the Closing Date, of the following conditions:

(a) The obligations of the Purchaser required to be performed by it on or

prior to the Closing Date pursuant to the terms of this Agreement shall have

been duly performed and complied with and all of the representations and

warranties of the Purchaser under this Agreement shall be true and correct as of

the date hereof and as of the Closing Date, and no event shall have occurred

which, with notice or the passage of time, or both, would constitute a default

under this Agreement, and the Seller shall have received a certificate to that

effect signed by an Authorized Officer of the Purchaser.

SECTION 12. Interim Servicing.

During the period (the "Interim Servicing Period") commencing on the

Closing Date and ending on November 1, 2003, or such other date as the Seller

and the Servicer shall agree upon (the "Transfer Date"), the Seller shall

service the Mortgage Loans on behalf of the Purchaser in accordance with the

Purchaser's Servicing Guide in effect on the Closing Date. As compensation for

servicing the Mortgage Loans during the Interim Servicing Period, the Seller

shall be entitled to receive a fee of $7.00 per Mortgage Loan for each full

calendar month during the Interim Servicing Period. With respect to any partial

month the Seller services the Mortgage Loans on behalf of the

<PAGE>

Purchaser, the Seller shall be entitled to receive a pro rata portion of the

monthly interim servicing fee. On or prior to the Servicing Transfer Date, the

Sell

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