SALE AND SERVICING AGREEMENT

Sales Agreement

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NEW YORK MORTGAGE FUNDING, LLC | NEW YORK MORTGAGE TRUST INC

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Title: SALE AND SERVICING AGREEMENT
Governing Law: New York Date: 3/23/2005

SALE AND SERVICING AGREEMENT, Parties: new york mortgage funding llc , new york mortgage trust inc

EXECUTION

NEW YORK MORTGAGE TRUST 2005-1,

as Issuer,

NEW YORK MORTGAGE FUNDING, LLC

as Seller,

NEW YORK MORTGAGE TRUST INC.,

GREENWICH CAPITAL ACCEPTANCE, INC.,

as Depositor,

WELLS FARGO BANK, N.A.,

as Master Servicer and Trust Administrator,

and

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

___________________________

SALE AND SERVICING AGREEMENT

Dated as of February 1, 2005

___________________________

NEW YORK MORTGAGE TRUST 2005-1

MORTGAGE-BACKED NOTES, SERIES 2005-1

Table of Contents

Page

ARTICLE I

DEFINITIONS

Section 1.01

Definitions

Section 1.02

Calculations Respecting Mortgage Loans.

Section 1.03

Calculations Respecting Accrued Interest.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS

Section 2.01

Conveyance of Mortgage Loans.

Section 2.02

Acceptance of Trust Estate; Review of Documentation.

Section 2.03

Grant Clause.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01

Representations and Warranties of the Depositor.

Section 3.02

Representations and Warranties of the Master Servicer

Section 3.03

Repurchase or Substitution of Mortgage Loans by the Originators

and the Seller .

Section 3.04

Representations and Warranties of the Seller with Respect to the

Mortgage Loans.

Section 3.05

Representations and Warranties of the Seller.

Section 3.06

Covenants of the Seller.

ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER

Section 4.01

Master Servicer to Service and Administer the Mortgage

Loans.

Section 4.02

Monitoring of Servicers.

Section 4.03

Fidelity Bond.

Section 4.04

Power to Act; Procedures

Section 4.05

Due-on-Sale Clauses; Assumption Agreement.

Section 4.06

Release of Mortgage Files

Section 4.07

Documents, Records and Funds in Possession of Master Servicer

To Be Held for Indenture Trustee.

Section 4.08

Standard Hazard Insurance and Flood Insurance Policies.

Section 4.09

Maintenance of the Primary Insurance Policies.

Section 4.10

Indenture Trustee to Retain Possession of Certain Insurance

Policies and Documents.

Section 4.11

Realization Upon Defaulted Mortgage Loans.

Section 4.12

Compensation to the Master Servicer.

Section 4.13

REO Property.

Section 4.14

Annual Officer’s Certificate as to Compliance.

Section 4.15

Annual Independent Accountant’s Servicing Report.

Section 4.16

Reports Filed with Securities and Exchange Commission.

Section 4.17

Purchase of Mortgage Loans by Holder of Trust Certificate

Section 4.18

Optional Purchase of Certain Mortgage Loans.

Section 4.19

Closing Certificate and Opinion.

Section 4.20

Liabilities of the Master Servicer.

Section 4.21

Merger or Consolidation of the Master Servicer.

Section 4.22

Indemnification of the Indenture Trustee, the Depositor, the

Owner Trustee, the Trust Administrator and the Master Servicer.

Section 4.23

Limitations on Liability of the Master Servicer and Others.

Section 4.24

Master Servicer Not to Resign.

Section 4.25

Successor Master Servicer.

Section 4.26

Sale and Assignment of Master Servicing.

Section 4.27

Determination of LIBOR..

ARTICLE V

DEPOSITS AND PAYMENTS TO HOLDERS

Section 5.01

Servicing Accounts.

Section 5.02

Collection Account.

Section 5.03

Permitted Withdrawals and Transfers from the Collection

Account.

Section 5.04

The Note Account.

Section 5.05

Cap Account.

Section 5.06

Payments from the Note Account.

Section 5.07

[Reserved].

Section 5.08

The Certificate Account

Section 5.09

Control of the Trust Accounts.

Section 5.10

Statements.

Section 5.11

Advances.

Section 5.12

Compensating Interest Payments.

ARTICLE VI

MASTER SERVICER EVENTS OF DEFAULT

Section 6.01

Master Servicer Events of Default; Indenture Trustee To

Act; Appointment of Successor.

Section 6.02

Indenture Trustee to Act.

Section 6.03

Waiver of Master Servicer Event of Default.

Section 6.04

Notification to Holders.

ARTICLE VII

TERMINATION

Section 7.01

Termination.

Section 7.02

Optional Note Purchase

Section 7.03

Optional Termination

Section 7.04

Procedure Upon Termination.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01

Binding Nature of Agreement; Assignment

Section 8.02

Entire Agreement

Section 8.03

Amendment

Section 8.04

Acts of Securityholders

Section 8.05

Recordation of Agreement

Section 8.06

Governing Law

Section 8.07

Notices.

Section 8.08

Severability of Provisions

Section 8.09

Indulgences; No Waivers

Section 8.10

Headings Not To Affect Interpretation

Section 8.11

Benefits of Agreement

Section 8.12

Special Notices to the Rating Agency

Section 8.13

Counterparts

Section 8.14

Execution by the Issuer

ATTACHMENTS

Exhibit A-1

Form of Initial Certification

Exhibit A-2

Form of Interim Certification

Exhibit A-3

Form of Final Certification

Exhibit B

Request for Release of Documents and Receipt

Exhibit C

Servicing Agreements

Exhibit D

Servicers

Exhibit E

Form of Lost Note Affidavit

Schedule A

Mortgage Loan Schedule

Schedule B

NYMF Representations and Warranties Regarding NYM

Mortgage Loans

This SALE AND SERVICING AGREEMENT, dated as of February 1, 2005 (the “Agreement” or the “Sale and Servicing Agreement”), is by and among NEW YORK MORTGAGE TRUST 2005-1, a Delaware business trust, as issuer (the “Issuer”), NEW YORK MORTGAGE FUNDING, LLC (“NYMF”), a Delaware limited liability company, as seller (the “Seller”), NEW YORK MORTGAGE TRUST INC., a Maryland corporation (“NYMT”), GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the “Depositor”), U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee (the “Indenture Trustee”) and WELLS FARGO BANK, N.A., as trust administrator (in such capacity, the “Trust Administrator”) and as master servicer (in such capacity, the “Master Servicer”).

PRELIMINARY STATEMENT

WHEREAS, the Depositor has acquired the Mortgage Loans from New York Mortgage Funding, LLC (the “Seller”) pursuant to the Mortgage Loan Purchase Agreement, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Issuer hereunder for inclusion in the Trust Estate;

WHEREAS, on the Closing Date, the Depositor will acquire the Notes and the Trust Certificate from the Issuer, as consideration for its transfer to the Issuer of the Mortgage Loans and the other property constituting the Trust Estate;

WHEREAS, the Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuer of the Mortgage Loans and the other property constituting the Trust Estate and the servicing of the Mortgage Loans;

WHEREAS, pursuant to the Indenture, the Issuer will pledge the Mortgage Loans and the other property constituting the Trust Estate to the Indenture Trustee as security for the Notes;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Issuer, the Depositor, the Seller, NYMT, the Master Servicer, the Trust Administrator and the Indenture Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01

Definitions . The following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accepted Servicing Practices : With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Indenture Trustee or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the standard set forth in clause (x).

Accountant : A person engaged in the practice of accounting who (except when this Agreement provides that an Accountant must be Independent) may be employed by or affiliated with the Depositor or an Affiliate of the Depositor.

Accrual Period : With respect to any Payment Date and any Class of Notes, the period beginning on the immediately preceding Payment Date (or, in the case of the first Payment Date, beginning on the Closing Date) and ending on the day immediately prior to the current Payment Date.

Adjustment Date : With respect to each Mortgage Loan, each adjustment date on which the related Loan Rate changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-Off Date as to each Mortgage Loan is set forth in the Mortgage Loan Schedule.

Administration Agreement : The Administration Agreement dated as of February 1, 2005 among the Issuer, the Indenture Trustee, the Trust Administrator and the Depositor, as such may be amended or supplemented from time to time.

Advance : As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Payment Date pursuant to Section 5.11.

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 Sale and Servicing Agreement and all amendments and supplements hereto.

Assignment : As to any Mortgage, an assignment of mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient, under the laws of the jurisdiction in which the related Mortgaged Property is located, to reflect or record the sale of such Mortgage.

Available Funds Cap : With respect to each Payment Date and any Class of Notes, an annual rate equal to the quotient of (1) the Interest Remittance Amount for such Payment Date, divided by (2) the product of (a) the aggregate of the Class Principal Amounts of all Classes of Notes for such payment date and (b) the quotient of (i) the actual number of days in the accrual period related to such payment date divided by (ii) 360.

Bankruptcy : As to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant to the provisions of either the United States Bankruptcy Code of 1986, as amended, or any other similar state laws.

Bankruptcy Code : The United States Bankruptcy Code of 1986, as amended.

Basis Risk Shortfall : For any Class of Notes and any Payment Date, the excess of the amount that would have been the Current Interest for such Class and such Payment Date if Current Interest were determined without reference to the Available Funds Cap over the amount of actual Current Interest for such Class and such Payment Date.

Book-Entry Notes : As defined in the Indenture.

Business Day : Any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in Illinois, Minnesota, Maryland, New York, Delaware or the city in which the Corporate Trust Office of the Indenture Trustee is located are authorized or obligated by law or executive order to be closed.

Cap Account : The account maintained by the Trust Administrator pursuant to Section 5.05 which shall be entitled “Cap Account, Wells Fargo Bank, N.A., as Trust Administrator on behalf of U.S. Bank National Association, as Indenture Trustee, in trust for the registered Holders of New York Mortgage Trust 2005-1, Mortgage-Backed Notes, Series 2005-1” and which must be an Eligible Account.

Cap Agreement : The agreement dated February 25, 2005, by and between the Cap Provider and the Issuer, Ref. No. FXNEC6803, the schedule thereto and the related confirmation.

Cap Payment : For the Cap Agreement and a Payment Date, the amount, if any, to be paid pursuant to the Cap Agreement, as calculated by the Cap Provider based on information in the Payment Date Statement made available to it pursuant to Section 5.10 on the immediately preceding Payment Date.

Cap Provider : Bear Stearns Financial Products Inc.

Cenlar : Cenlar FSB, and its successors and assigns.

Certificate Account : The account maintained by the Trust Administrator pursuant to Section 5.08.

Certificateholder : As defined in the Trust Agreement.

Class : All Notes bearing the same class designation.

Class Principal Amount : With respect to each Class of Notes, the aggregate of the Note Principal Amounts of all Notes of such Class at the date of determination.

Closing Date : February 25, 2005.

Code : The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

Collection Account : A separate account established and maintained by the Master Servicer pursuant to Section 5.02, which shall be entitled “Wells Fargo Bank, N.A., as Master Servicer for U.S. Bank National Association, as Indenture Trustee, in trust for the registered Holders of New York Mortgage Trust 2005-1, Mortgage-Backed Securities, Series 2005-1” and which must be an Eligible Account.

Compensating Interest Payment : With respect to any Payment Date, an amount equal to the amount, if any, by which (x) the aggregate amount of any Prepayment Interest Shortfalls with respect to such Payment Date exceeds (y) the aggregate amount actually paid by the Servicers in respect of such shortfalls; provided, that such amount, to the extent payable by the Master Servicer, shall not exceed the aggregate Master Servicing Fee that would be payable to the Master Servicer in respect of such Payment Date without giving effect to any Compensating Interest Payment.

Control : The meaning specified in Section 8-106 of the New York UCC.

Cooperative Corporation : The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

Cooperative Loan : Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

Cooperative Loan Documents : As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Indenture Trustee with evidence of recording thereon (or in a form suitable for recordation).

Cooperative Property : The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

Cooperative Shares : Shares issued by a Cooperative Corporation.

Cooperative Unit : A single-family dwelling located in a Cooperative Property.

Corporate Trust Office : With respect to the Indenture Trustee, the principal corporate trust office of the Indenture Trustee, which office at the date of the execution of this instrument is located at One Federal Street, 3rd Floor, Boston, MA 02110 Attention: Corporate Trust Services, or at such other address as the Indenture Trustee may designate from time to time by notice to the Securityholders, the Depositor, the Master Servicer, the Trust Administrator and the Servicers. With respect to the Trust Administrator, the office of the Trust Administrator, which for purposes of Note transfers and surrender is located at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services (NYMT 2005-1) and for all other purposes is located at Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust Services (NYMT 2005-1) or for overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (NYMT 2005-1).

Countrywide Mortgage Loans : The Mortgage Loans for which Countrywide Home Loans, Inc. is listed as “Originator” on the Mortgage Loan Schedule.

Countrywide Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of September 30, 2003 between EMC Mortgage Corporation and Wachovia Bank, National Association.

Current Interest : With respect to each Class of Notes and any Payment Date, the aggregate amount of interest accrued at the applicable Note Interest Rate during the related Accrual Period on the Class Principal Amount of such Class immediately prior to such Payment Date.

Custodian : LaSalle Bank, National Association, with respect to those Mortgage Loans for which LaSalle Bank, National Association is listed under the heading “Custodian” in the Mortgage Loan Schedule. Wachovia Bank, National Association with respect to those Mortgage Loans for which Wachovia Bank, National Association is listed under the heading “Custodian” in the Mortgage Loan Schedule.

Custodial Agreement : Either the LaSalle Custodial Agreement or the Wachovia Custodial Agreement, as applicable.

Cut-off Date : With respect to any Mortgage Loan other than a Qualified Substitute Mortgage Loan, the close of business in New York City on February 1, 2005. With respect to any Qualified Substitute Mortgage Loan, the date designated as such on the Mortgage Loan Schedule (as amended).

Cut-off Date Pool Balance: The aggregate of the Cut-off Date Principal Balances of all of the Mortgage Loans.

Cut-off Date Principal Balance : With respect to any Mortgage Loan, the principal balance thereof remaining to be paid, after application of all scheduled principal payments due on or before the Cut-Off Date whether or not received as of the Cut-Off Date (or as of the applicable date of substitution with respect to a Qualified Substitute Mortgage Loan).

Debt Service Reduction : With respect to any Mortgage Loan, a reduction in the Monthly Payment for that Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, unless the reduction results from a Deficient Valuation.

Deferred Interest . With respect to each Class of Subordinate Notes and any Payment Date, the sum of (a) the aggregate amount of interest accrued at the applicable Note Interest Rate during the related Accrual Period on the Principal Deficiency Amount for that Class, (b) any amounts due pursuant to clause (a) for such Class for prior Payment Dates that remains unpaid and (c) interest accrued during the Accrual Period related to such Payment Date on the amount in clause (b) at the Note Interest Rate applicable to such Class.

Deficient Valuation : With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

Delayed Delivery Mortgage Loans : The Mortgage Loans identified on the Mortgage Loan Schedule for which the related Mortgage Note is not delivered to the Indenture Trustee or the applicable Custodian on its behalf by the Closing Date. The Depositor shall, or shall direct to the Seller to, deliver the Mortgage Notes to the Indenture Trustee or the applicable Custodian on its behalf:

(A)

for at least 99% of the Mortgage Loans, not later than the Closing Date, and

(B)

for the remaining 1% of the Mortgage Loans, not later than 90 days following the Closing Date.

Deleted Mortgage Loan : A Mortgage Loan that is repurchased from the Trust Estate pursuant to the terms hereof or for which one or more Qualified Substitute Mortgage Loans are substituted.

Depositor : Greenwich Capital Acceptance, Inc., a Delaware corporation having its principal place of business in Connecticut, or its successors in interest.

Determination Date : For any Payment Date and each Mortgage Loan, the date each month, as set forth in the related Servicing Agreement, on which the related Servicer determines the amount of all funds that are required to be remitted to the Master Servicer on the Servicer Remittance Date with respect to the Mortgage Loans it is servicing.

Due Date : With respect to each Mortgage Loan and any Payment Date, the first day of the calendar month in which that Payment Date occurs on which the Monthly Payment for such Mortgage Loan was due, exclusive of any days of grace.

Due Period : With respect to any Payment Date and Mortgage Loan, the period commencing on the second day of the month immediately preceding the month in which such Payment Date occurs and ending on the first day of the month in which such Payment Date occurs.

Eligible Account : Any of

(i)

an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated in the highest short term rating category of the Rating Agency at the time any amounts are held on deposit therein;

(ii)

an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by it), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee and to the Rating Agency, the Securityholders will have a claim with respect to the funds in the account or a perfected first priority security interest against the collateral (which shall be limited to Permitted Investments) securing those funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained;

(iii)

a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity; or

(iv)

an account otherwise acceptable to the Rating Agency without reduction or withdrawal of its then current ratings of the Notes as evidenced by a letter from the Rating Agency to the Indenture Trustee. Eligible Accounts may bear interest.

Entitlement Holder : The meaning specified in Section 8-102(a)(7) of the New York UCC.

Entitlement Order : The meaning specified in Section 8-102(a)(8) of the New York UCC ( i.e. , generally, orders directing the transfer or redemption of any Financial Asset).

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

Escrow Account : Any account with respect to tax and insurance escrow payments established and maintained by each Servicer pursuant to the related Servicing Agreement.

Excess Cap Amount : As defined in Section 5.05.

Expense Fee : With respect to any Mortgage Loan, the sum of (i) the Master Servicing Fee, (ii) the related Servicing Fee with respect to the related Servicer and (iii) the Wachovia Additional Servicing Fee, if applicable, for such Mortgage Loan.

Expense Fee Rate : With respect to any Mortgage Loan, the per annum rate at which the Expense Fee accrues for such Mortgage Loan as set forth in the Mortgage Loan Schedule.

Extra Principal Distribution Amount : With respect to any Payment Date, the lesser of (a) Monthly Excess Interest for such Payment Date and (b) the Overcollateralization Deficiency for such Payment Date.

Fannie Mae : Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

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

Financial Asset : The meaning specified in Section 8-102(a) of the New York UCC.

Freddie Mac : The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

GNMA : The Government National Mortgage Association, a wholly owned corporate instrumentality of the United States within HUD.

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

Holder or Securityholder : The registered holder of any Note or Trust Certificate as recorded on the books of the Note Registrar or the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Note or Trust Certificate registered in the name of the Depositor, the Indenture Trustee, the Trust Administrator or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Indenture Trustee and the Trust Administrator shall be protected in relying upon any such consent, only Notes and Trust Certificates which a Responsible Officer of the Indenture Trustee has actual knowledge to be so held shall be disregarded. The Indenture Trustee may request and conclusively rely on certifications by the Depositor or the Trust Administrator in determining whether any Notes or Trust Certificates are registered to an Affiliate of the Depositor or the Trust Administrator.

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

Indemnified Persons : The Indenture Trustee, the Trust Administrator, the Seller, the Owner Trustee, the Master Servicer and the Depositor and their officers, directors, agents and employees and, with respect to the Indenture Trustee, any separate co-trustee and its officers, directors, agents and employees.

Indenture : The Indenture dated as of February 1, 2005, among the Issuer, the Trust Administrator and the Indenture Trustee, as such may be amended or supplemented from time to time.

Independent : When used with respect to any Accountant and a specified Person, an Accountant who is “independent” within the meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation S-X. When used with respect to any Person other than an Accountant and a specified Person, a Person who (a) is in fact independent of such specified Person and any Affiliate of such specified Person, (b) does not have any material direct financial interest in such specified Person or any Affiliate of such specified Person, and (c) is not connected with such specified Person or any Affiliate of such specified Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions, provided, however, that a Person shall not fail to be Independent of such specified Person or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by such specified Person or any Affiliate thereof.

Index : With respect to each Mortgage Loan and each Adjustment Date, the index specified in the related Mortgage Note.

Initial Optional Notes Purchase Date : As defined in the Indenture.

Insurance Proceeds : With respect to any Mortgage Loan, proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the related Servicing Agreement.

Interest Remittance Amount : With respect to any Payment Date and with respect to all of the Mortgage Loans, (a) the sum of (1) all interest collected (other than Payaheads) or advanced in respect of Monthly Payments on the Mortgage Loans during the related Due Period (other than interest on the Mortgage Loans due on or before the Cut-off Date) by the Servicers or the Master Servicer and all amounts deposited by the Servicers in respect of any Prepayment Interest Shortfalls with respect to the related Prepayment Period, minus (i) the Servicing Fee, the Master Servicing Fee and the Wachovia Additional Servicing Fee, if any, with respect to such Mortgage Loans and (ii) previously unreimbursed Advances due to the Servicers or the Master Servicer to the extent allocable to interest and the allocable portion of previously unreimbursed Servicing Advances with respect to the Mortgage Loans, (2) any Compensating Interest Payments with respect to the related Prepayment Period with respect to the Mortgage Loans, (3) the portion of any Purchase Price or Substitution Adjustment paid with respect to the Mortgage Loans during the related Prepayment Period allocable to interest, (4) the portion of any Termination Price allocable to interest received in connection with an Optional Termination pursuant to Section 7.03, and (5) all Net Liquidation Proceeds, Insurance Proceeds and any other recoveries collected with respect to the Mortgage Loans during the related Prepayment Period, to the extent allocable to interest, as reduced by (b) any costs, expenses or liabilities reimbursable to the Indenture Trustee, the Trust Administrator (including in its various capacities as registrar, paying agent and securities intermediary), either Custodian, the Master Servicer, the Owner Trustee and each Servicer to the extent provided in the Operative Agreements and each Servicing Agreement.

LaSalle Custodial Agreement : The Custodial Agreement dated as of February 1, 2005 among the Issuer, the Indenture Trustee, the Trust Administrator and LaSalle Bank, National Association.

LIBOR : With respect to each Accrual Period, a per annum rate determined on the related LIBOR Determination Date in the following manner by the Trust Administrator for the one-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.

(a)

If on such a LIBOR Determination Date, LIBOR does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such date, the Trust Administrator will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.” If such rate is not published for such LIBOR Determination Date, LIBOR shall be the Reference Bank Rate. If the Reference Bank Rate is unavailable, LIBOR for such date will be LIBOR applicable to the preceding Accrual Period.

(b)

The establishment of LIBOR by the Trust Administrator and the Trust Administrator’s subsequent calculation of each Note Interest Rate applicable to the Notes for the relevant Accrual Period, in the absence of manifest error, will be final and binding.

LIBOR Business Day : Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.

LIBOR Determination Date : The second LIBOR Business Day immediately preceding the commencement of each Accrual Period for any Notes.

Liquidated Mortgage Loan : As to any Payment Date, any Mortgage Loan in respect of which the related Servicer or the Master Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds that it expects to recover with respect to the liquidation of such Mortgage Loan or disposition of the related REO Property have been recovered.

Liquidation Expenses : With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

Liquidation Proceeds : With respect to any Mortgage Loan, the amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the related Servicer as proceeds from the liquidation of such Mortgage Loan, as determined in accordance with the applicable provisions of the related Servicing Agreement; provided that with respect to any Mortgage Loan or REO Property repurchased, substituted or sold pursuant to or as contemplated hereunder, or pursuant to the applicable provisions of the related Servicing Agreement, “Liquidation Proceeds” shall also include amounts realized in connection with such repurchase, substitution or sale.

Loan Rate : As to any Mortgage Loan and any date of determination, the per annum rate at which interest then accrues on such Mortgage Loan, as determined under the related Mortgage Note.

Loan-to-Value Ratio : With respect to each Mortgage Loan and any date of determination, a fraction, expressed as a percentage, the numerator of which is the principal balance of the Mortgage Loan at such date of determination and the denominator of which is the Value of the related Mortgaged Property.

Lost Note Affidavit : With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, an affidavit from the Seller certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note and indemnifying the Issuer against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note) in the form of Exhibit E hereto.

M-1 Principal Deficiency Amount . With respect to any Payment Date, the lesser of (a) the excess, if any, of (1) the Total Principal Deficiency Amount over (2) the M-2 Principal Deficiency Amount, in each case for that Payment Date and (b) the Class Principal Amount of the Class M-1 Notes immediately prior to such Payment Date.

M-2 Principal Deficiency Amount . with respect to any Payment Date will be the lesser of (a) the Total Principal Deficiency Amount for that Payment Date and (b) the Class Principal Amount of the Class M-2 Notes immediately prior to such Payment Date.

Majority Securityholders : Until such time as the sum of the Class Principal Amounts of all Classes of Notes has been reduced to zero, the holder or holders of in excess of 50% of the aggregate Class Principal Amount of all Classes of Notes (accordingly, the holder of the Trust Certificate shall be excluded from any rights or actions of the Majority Securityholders during such period); and thereafter, the holder or holders of in excess of 50% of the Percentage Interests of the Trust Certificate.

Master Servicer : As of the Closing Date, Wells Fargo Bank, N.A. and thereafter, any successor in interest or assign that meets the requirements of this Agreement.

Master Servicer Certification : A written certification covering servicing of the Mortgage Loans by all Servicers and signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superceded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

Master Servicer Event of Default : With respect to the Master Servicer, any one of the conditions or circumstances enumerated in Section 6.01(a).

Master Servicer Remittance Date : No later than 3 P.M. New York City time one Business Day prior to each Payment Date.

Master Servicing Fee : As to any Payment Date and each related Mortgage Loan, an amount equal to the product of the applicable Master Servicing Fee Rate and the Scheduled Principal Balance of such Mortgage Loan. The Master Servicing Fee for any Mortgage Loan shall be payable in respect of any Payment Date solely from the interest portion of the Monthly Payment or other payment or recovery with respect to such Mortgage Loan.

Master Servicing Fee Rate : 0.012% per annum.

Maturity Date : With respect to any Class of Notes, the Payment Date in April 2035.

Maximum Loan Rate : With respect to each Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Loan Rate thereunder.

MERS : Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan : Any Mortgage Loan registered with MERS on the MERS System.

MERS® System : The system of recording transfers of mortgages electronically maintained by MERS.

MIN : The Mortgage Identification Number for any MERS Mortgage Loan.

MOM Loan : Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Monthly Excess Interest : With respect to any Payment Date, any Interest Remittance Amount remaining after giving effect to payment pursuant to Section 5.06(b)(iii).

Monthly Excess Cashflow : With respect to any Payment Date, an amount equal to the sum of the Monthly Excess Interest and the Overcollateralization Release Amount for such Payment Date.

Monthly Payment : With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan that is payable by the related Mortgagor from time to time under the related Mortgage Note, determined, for the purposes of this Agreement: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the related Servicer pursuant to the applicable provisions of the related Servicing Agreement; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

Mortgage : The mortgage, deed of trust or other instrument creating a first lien on, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.

Mortgage File : The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan required to be delivered to the Indenture Trustee, or the applicable Custodian on its behalf, pursuant to this Agreement.

Mortgage Loan : A Mortgage and the related notes or other evidences of indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned to or deposited with the Indenture Trustee for the benefit of Securityholders pursuant to Section 2.01 or Section 2.03(d), including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time.

Mortgage Loan Purchase Agreement : The mortgage loan purchase agreement, dated as of February 1, 2005, for the sale of the Mortgage Loans by the Seller to the Depositor.

Mortgage Loan Schedule : As of any date, the list of Mortgage Loans attached hereto as Schedule A. The Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the following information with respect to each Mortgage Loan:

(i)

the Mortgage Loan identifying number;

(ii)

the Mortgagor’s name;

(iii)

the street address of the Mortgaged Property including the state and five-digit ZIP code;

(iv)

a code indicating whether the Mortgaged Property was represented by the borrower, at the time of origination, as being owner-occupied;

(v)

a code indicating whether the Residential Dwelling constituting the Mortgaged Property is (a) a detached single family dwelling, (b) a dwelling in a planned unit development, (c) a condominium unit, (d) a two- to four-unit residential property, (e) a townhouse or (f) other type of Residential Dwelling;

(vi)

if the related Mortgage Note permits the borrower to make Monthly Payments of interest only for a specified period of time, (a) the original number of such specified Monthly Payments and (b) the remaining number of such Monthly Payments as of the Cut-Off Date;

(vii)

the original months to maturity;

(viii)

the stated remaining months to maturity from the Cut-Off Date based on the original amortization schedule;

(ix)

the Loan-to-Value Ratio at origination;

(x)

[Reserved];

(xi)

[Reserved];

(xii)

the Loan Rate in effect immediately following the Cut-Off Date;

(xiii)

the date on which the first Monthly Payment is or was due on the Mortgage Loan;

(xiv)

the stated maturity date;

(xv)

the Servicing Fee Rate and the Wachovia Additional Servicing Fee Rate, if any;

(xvi)

[Reserved];

(xvii)

the last Due Date on which a Monthly Payment was actually applied to the unpaid Scheduled Principal Balance;

(xviii)

the original principal balance of the Mortgage Loan;

(xix)

the Scheduled Principal Balance of the Mortgage Loan on the Cut-Off Date and a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing);

(xx)

the Index and Gross Margin specified in related Mortgage Note;

(xxi)

the next Adjustment Date, if applicable;

(xxii)

the Maximum Loan Rate, if applicable;

(xxiii)

the Value of the Mortgaged Property;

(xxiv)

the sale price of the Mortgaged Property, if applicable;

(xxv)

the product code;

(xxvi)

[Reserved];

(xxvii)

the Servicer that is servicing the Mortgage Loan;

(xxviii)

the originator of the Mortgage Loan; and

(xxix)

the Custodian for the Mortgage Loan.

Information set forth in clauses (ii) and (iii) above regarding each Mortgagor and the related Mortgaged Property shall be confidential and the Indenture Trustee (or Master Servicer) shall not unlawfully disclose such information.

The Mortgage Loan Schedule, as in effect from time to time, shall also set forth the following information with respect to the Mortgage Loans in the aggregate as of the Cut-Off Date: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Loan Rate of the Mortgage Loans; and (4) the weighted average remaining months to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Seller in accordance with the provisions of this Agreement.

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

Mortgaged Property : Either of (x) the fee simple or leasehold interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds, or (y) in the case of a Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.

Mortgagor : The obligor on a Mortgage Note.

National City Mortgage Loans : The Mortgage Loans for which National City Mortgage Co. is listed as “Originator” on the Mortgage Loan Schedule.

National City Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of September 1, 2003 between DLJ Mortgage Capital, Inc. and Wachovia Bank, National Association.

Net Interest Shortfall : With respect to each Payment Date, the sum of (i) any Net Prepayment Interest Shortfalls for such Payment Date and (ii) the aggregate amount of any Relief Act Reductions for such Payment Date.

Net Liquidation Proceeds : With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, related Servicing Advances, Master Servicing Fee, related Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

Net Loan Rate : With respect to any Mortgage Loan as of any date of determination, a per annum rate of interest equal to the then applicable Loan Rate for such Mortgage Loan reduced by the then applicable Expense Rate for such Mortgage Loan.

Net Prepayment Interest Shortfall : With respect to any Master Servicer Remittance Date, the excess, if any, of any Prepayment Interest Shortfalls with respect to the Mortgage Loans for such date over any amounts paid with respect to such shortfalls by the Servicers or the Master Servicer pursuant to the Servicing Agreements or this Agreement.

New York UCC : The Uniform Commercial Code as in effect in the State of New York.

Nonrecoverable : The determination by the Master Servicer or the related Servicer in respect of a delinquent Mortgage Loan that if it were to make an Advance in respect of thereof, such amount would not be recoverable from any collections or other recoveries (including Liquidation Proceeds) on such Mortgage Loan.

Note : Any Class A, Class M-1 and Class M-2 Note.

Note Account : The account established and maintained by the Trust Administrator on behalf of the Indenture Trustee pursuant to Section 5.04 which shall be entitled “Note Account, Wells Fargo Bank, N.A., as Trust Administrator on behalf of U.S. Bank National Association, as Indenture Trustee, in trust for the registered Holders of New York Mortgage Trust 2005-1, Mortgage-Backed Notes, Series 2005-1” and which must be an Eligible Account.

Note Purchase Option : As defined in the Indenture.

Note Purchase Price : As defined in the Indenture.

Noteholder : As defined in the Indenture.

Note Interest Rate : With respect to each Class of Notes and any Payment Date, the applicable per annum rate set forth below:

Class	Note Interest Rate
A	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class A Notes is the per annum rate equal to the least of (i) LIBOR plus (a) on any Payment Date on or prior to the Initial Optional Notes Purchase Date, 0.270% and (b) on any Payment Date after that date, 0.540%, (ii) the Available Funds Cap and (iii) 10.50% per annum.
M-1	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class M-1 Notes is the per annum rate equal to the least of (i) LIBOR plus (a) on any Payment Date on or prior to the Initial Optional Notes Purchase Date, 0.500% and (b) on any Payment Date after that date, 0.750%, (ii) the Available Funds Cap and (iii) 10.50% per annum.
M-2	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class A Notes is the per annum rate equal to the least of (i) LIBOR plus (a) on any Payment Date on or prior to the Initial Optional Notes Purchase Date, 0.850% and (b) on any Payment Date after that date, 1.275%, (ii) the Available Funds Cap and (iii) 10.50% per annum.

Note Owner : As defined in the Indenture.

Note Principal Amount : With respect to any Note, the initial Note Principal Amount thereof on the Closing Date, less the amount of all principal payments previously paid with respect to such Note.

Note Register and Note Registrar : As defined in the Indenture.

NYMF : New York Mortgage Funding, LLC, a Delaware limited liability company, and its successors and assigns.

NYMT : New York Mortgage Trust Inc., a Maryland corporation, and its successors and assigns.

Offering Document : The Prospectus.

Officer’s Certificate : A certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President of a Person and, with respect to the Issuer, as defined in the Indenture.

Operative Agreements : The Trust Agreement, the Certificate of Trust of the Issuer, this Agreement, the Mortgage Loan Purchase Agreement, the Indenture, the Administration Agreement, the Cap Agreement, the Custodial Agreements and each other document contemplated by any of the foregoing to which the Depositor, the Owner Trustee, the Master Servicer, the Trust Administrator, the Indenture Trustee or the Issuer is a party.

Opinion of Counsel : A written opinion of counsel, reasonably acceptable in form and substance to the Indenture Trustee, the Trust Administrator and the Issuer, and who may be in-house or outside counsel to the Seller, the Depositor, the Master Servicer, the Trust Administrator, the Indenture Trustee, the Owner Trustee or the Issuer but which must be Independent outside counsel with respect to any such opinion of counsel concerning federal income tax matters.

Optional Notes Purchase Date : As defined in the Indenture.

Originator : Countrywide Home Loans, Inc., National City Mortgage Co. and New York Mortgage Funding, LLC, as applicable.

Originator Mortgage Loan : The Countrywide Mortgage Loans and the National City Mortgage Loans.

Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a Scheduled Principal Balance greater than zero, that was not the subject of a prepayment in full prior to such Due Date and that did not become a Liquidated Mortgage Loan prior to such Due Date.

Overcollateralization Amount : With respect to any Payment Date, the amount by which the Pool Balance for such Payment Date exceeds the aggregate Note Principal Amount after giving effect to the payment of the Principal Distribution Amount for such Payment Date.

Overcollateralization Deficiency : With respect to any Payment Date, the amount, if any, by which (x) the Overcollateralization Target Amount for such Payment Date exceeds (y) the Overcollateralization Amount for such Payment Date, calculated for this purpose after giving effect to the reduction on such Payment Date of the Class Principal Amounts of each Class of Notes resulting from the distribution of the Principal Distribution Amount (but not the Extra Principal Distribution Amount) on such Payment Date, but prior to allocation of any Applied Loss Amount on such Payment Date.

Overcollateralization Release Amount : With respect to any Payment Date, the lesser of (x) the Principal Payment Amount for such Payment Date and (y) the amount, if any, by which (1) the Overcollateralization Amount for such date (calculated for this purpose on the basis of the assumption that 100% of the aggregate Principal Payment Amount for such date is applied on such date in reduction of the aggregate Note Balance of the Notes) exceeds (2) the Overcollateralization Target Amount for such date.

Overcollateralization Target Amount : With respect to any Payment Date, an amount equal to the lesser of (i) 0.55% of the Cut-off Date Pool Balance and (ii) 1.10% of the Pool Balance for such Payment Date.

Owner Trustee : Wilmington Trust Company, a Delaware banking corporation, and any successor in interest, not in its individual capacity, but solely as owner trustee under the Trust Agreement.

Payahead : With respect to any Mortgage Loan and any Due Date therefor, any Monthly Payment received by the applicable Servicer during any Due Period in addition to the Monthly Payment due on such Due Date, intended by the related Mortgagor to be applied on a subsequent Due Date or Due Dates.

Paying Agent : Initially, the Trust Administrator, and thereafter any subsequent paying agent appointed by the Indenture Trustee.

Payment Date : The 25th day of each month or, if such day is not a Business Day, the next Business Day, commencing in March 2005.

Payment Date Statement : As defined in Section 5.10(a) hereof.

Percentage Interest : With respect to any Security, the Percentage Interest evidenced thereby shall equal (1) in the case of a Trust Certificate, the Percentage Interest on the face of such certificate or (ii) in the case of any Note, the initial Note Principal Amount thereof divided by the initial Class Principal Amount of all Notes of the same Class.

Permitted Investments : Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued or managed by the Depositor, the Master Servicer, the Indenture Trustee, the Owner Trustee or any of their respective Affiliates or for which an Affiliate of the Indenture Trustee, the Master Servicer or the Owner Trustee serves as an advisor:

(i)

direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii)

demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Indenture Trustee, the Master Servicer or the Owner Trustee or their agents acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company or its ultimate parent has a short-term uninsured debt rating in one of the two highest available rating categories of the Rating Agency and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;

(iii)

repurchase obligations with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated A or higher by the Rating Agency;

(iv)

securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America, the District of Columbia or any State thereof and that are rated by the Rating Agency in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

(v)

commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations) that is rated by the Rating Agency in its highest short-term unsecured debt rating available at the time of such investment;

(vi)

units of money market funds (which may be 12b-1 funds, as contemplated by the Commission under the Investment Company Act of 1940) registered under the Investment Company Act of 1940 including funds managed or advised by the Indenture Trustee, the Trust Administrator, the Master Servicer, the Owner Trustee or an affiliate thereof having the highest applicable rating from the Rating Agency; and

(vii)

if previously confirmed in writing to the Indenture Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agency in writing as a permitted investment of funds backing securities having ratings equivalent to their respective highest initial ratings of the Class A Notes;

provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

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

Pool Balance : As to any Payment Date, the aggregate of the Scheduled Principal Balances of the Mortgage Loans that were Outstanding Mortgage Loans on that day.

Prepayment Interest Shortfall : With respect to any Payment Date and any full or partial Principal Prepayment of a Mortgage Loan received by a Servicer in the prior calendar month and not included in the prior remittance, the excess, if any, of (i) one full month’s interest at the applicable Loan Rate (as reduced by the Servicing Fee or the Master Servicing Fee, as applicable, in the case of Principal Prepayments in full), on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment over (ii) the amount of interest actually received by the related Servicer with respect to such Mortgage Loan in connection with such Principal Prepayment.

Prepayment Period : With respect to any Payment Date, the calendar month preceding the month in which such Payment Date occurs.

Primary Insurance Policy : Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as evidenced by a policy or certificate.

Principal Deficiency Amount . With respect to the Class M-1 Notes, the M-1 Principal Deficiency Amount, and with respect to the Class M-2 Notes, the M-2 Principal Deficiency Amount.

Principal Distribution Amount : With respect to any Payment Date, the sum of (i) the Principal Remittance Amount for such date and (ii) the Extra Principal Distribution Amount, if any, for such date.

Principal Prepayment : Any payment of principal made by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date and that is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.

Principal Remittance Amount : With respect to any Payment Date and with respect to all of the Mortgage Loans, (a) the sum of (1) all principal collected (other than Payaheads) or advanced in respect of Monthly Payments on the Mortgage Loans during the related Due Period (other than principal of the Mortgage Loans due on or before the Cut-off Date) whether by a Servicer or the Master Servicer (less unreimbursed Advances due to the Master Servicer or any Servicer with respect to the related Mortgage Loans, to the extent allocable to principal), (2) all Principal Prepayments in full or in part received (or deemed by the Master Servicer to have been received) during the related Prepayment Period on the Mortgage Loans, (3) the portion of any Purchase Price with respect to any Mortgage Loan that was purchased from the Trust Estate during the related Prepayment Period allocable to principal, (4) the portion of any Substitution Adjustment paid with respect to any Deleted Mortgage Loan relating to a Mortgage Loan during the related Prepayment Period allocable to principal, (5) all Net Liquidation Proceeds, Insurance Proceeds and other recoveries collected with respect to such Mortgage Loans during the related Prepayment Period, to the extent allocable to principal, and Subsequent Recoveries received by a Servicer during the related Prepayment Period and (6) the portion of any Termination Price allocable to principal received in connection with an Optional Termination pursuant to Section 7.03, as reduced by (b) other costs, expenses or liabilities reimbursable to the Indenture Trustee, the Custodians, the Trust Administrator (including in its various capacities as registrar, paying agent and securities intermediary), the Master Servicer, the Owner Trustee and each Servicer to the extent provided in the Operative Agreements and each Servicing Agreement and to the extent not reimbursed thereto from the Interest Remittance Amount or otherwise.

Proprietary Lease : With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

Prospectus : The prospectus supplement dated February 22, 2005, together with the accompanying prospectus dated February 22, 2005, relating to the Class A, Class M-1 and Class M-2 Notes.

Purchase Price : With respect to the purchase of a Mortgage Loan or related REO Property pursuant to this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal balance of such Mortgage Loan plus (b) (i) in the case of a Mortgage Loan, accrued interest thereon at the applicable Loan Rate, from the date as to which interest was last paid to (but not including) the Due Date in the Due Period immediately preceding the related Payment Date or (ii) in the case of an REO Property, the sum of (1) accrued interest at the applicable Loan Rate from the date as to which interest was last covered by a payment by the Mortgagor to the Due Date in the related Due Period plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds and Liquidation Proceeds that as of the date of purchase had been distributed as or to cover REO Imputed Interest, plus (c) in each case, any unreimbursed Servicing Advances and fees allocable to such Mortgage Loan or REO Property, plus (d) in the case of a Mortgage Loan required to be purchased pursuant to Section 3.03 hereof, expenses reasonably incurred or to be incurred by the Indenture Trustee in respect of the breach or defect giving rise to the purchase obligation and plus (e) any cost or damages incurred by the Issuer as a result of any violation of any applicable federal, state or local predatory or abusive lending law.

Purchase Agreement: With respect to Countrywide Home Loans, Inc., the Countrywide Purchase Agreement. With respect to National City Mortgage Co., the National City Purchase Agreement.

Qualified Insurer : A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Fannie Mae-approved mortgage insurer and having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Qualified Substitute Mortgage Loan : A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the principal balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a maximum loan rate not less than the Maximum Loan Rate of the Deleted Mortgage Loan, (iii) have a gross margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv) have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment date not more than two months after the next Adjustment Date of the Deleted Mortgage Loan, (vi) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (vii) be current as of the date of substitution, (viii) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (ix) have been underwritten or re-underwritten in accordance with the same or substantially similar underwriting criteria and guidelines as the Deleted Mortgage Loan, (x) is of the same or better credit quality as the Deleted Mortgage Loan and (xi) conform to each representation and warranty set forth in Section 3.04 hereof applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the terms described in clause (vi) hereof shall be determined on the basis of weighted average remaining term to maturity and the Loan-to-Value Ratio described in clause (viii) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (x) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

Rating Agency : S&P.

Realized Loss : With respect to any Liquidated Mortgage Loan, the portion of the principal balance remaining unpaid after application of all Net Liquidation Proceeds in respect of such Liquidated Mortgage Loan.

Recognition Agreement : With respect to any Cooperative Loan, an agreement between the related Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in the related Cooperative Property.

Record Date : With respect to the Notes and any Payment Date, the close of business on the day immediately preceding such Payment Date. With respect to the Trust Certificates and any Payment Date, the last day of the month immediately preceding the month in which the Payment Date occurs (or, in the case of the first Payment Date, the Closing Date).

Redemption Price : As defined in the Indenture.

Reference Bank Rate : With respect to any Payment Date, the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States dollar deposits for one month that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on the related LIBOR Determination Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the sum of the Class Principal Amounts of the Notes for such Accrual Period.

Reference Banks : With respect to any Payment Date, leading banks selected by the Trust Administrator that are engaged in transactions in Eurodollar deposits in the international Eurocurrency market with an established place of business in London and which are not controlling, controlled by, or under common control with, the Depositor, the Seller or the Trust Administrator.

Refinancing Mortgage Loan : Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

Relevant UCC : The Uniform Commercial Code as in effect in the applicable jurisdiction.

Relief Act : The Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended, or similar state laws.

Relief Act Reductions : With respect to any Payment Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended Due Period as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on that Mortgage Loan during such Due Period is less than (ii) one month’s interest on the Scheduled Principal Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before giving effect to the application of the Relief Act.

REO Disposition : The sale or other disposition of an REO Property on behalf of the Issuer.

REO Imputed Interest : As to any REO Property, for any calendar month during which such REO Property was at any time part of the Trust Estate, one month’s interest at the applicable Net Loan Rate on the principal balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the close of business on the Due Date in such calendar month.

REO Property : A Mortgaged Property acquired by the Master Servicer or the applicable Servicer through foreclosure or deed-in-lieu of foreclosure in accordance with the applicable provisions of the related Servicing Agreement.

Residential Dwelling : Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project, (iv) a manufactured home, (v) a cooperative unit or (vi) a detached one-family dwelling in a planned unit development, none of which is a mobile home.

Responsible Officer : Any vice president, any assistant vice president, any associate, any corporate trust officer or any other officer of the Indenture Trustee or Trust Administrator customarily performing functions similar to those performed by any of the above-designated officers and, in each case, having direct responsibility for the administration of the Operative Agreements and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor in interest.

Scheduled Principal Balance : With respect to (i) any Mortgage Loan as of any Payment Date or other date of determination, the principal balance of such Mortgage Loan at the close of business on the Cut-off Date, after giving effect to principal payments due on or before the Cut-off Date, whether or not received, less an amount equal to principal payments due after the Cut-off Date and on or before the Due Date in the related Due Period, whether or not received from the Mortgagor or advanced by any Servicer or the Master Servicer, and all amounts allocable to unscheduled principal payments (including Principal Prepayments, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the extent identified and applied prior to or during the related Prepayment Period) and (ii) any REO Property as of any Payment Date, the Scheduled Principal Balance of the related Mortgage Loan on the Due Date immediately preceding the date of acquisition of such REO Property by or on behalf of the Indenture Trustee (reduced by any amount applied as a reduction of principal on the Mortgage Loan). Any Liquidated Mortgage Loan will have a Scheduled Principal Balance equal to zero. As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance of $418,996,084.69.

Securities : Any Note or Trust Certificate.

Securities Intermediary : The Person acting as Securities Intermediary under this Agreement (which is Wells Fargo Bank, N.A.), its successor in interest, and any successor Securities Intermediary appointed pursuant to Section 5.09.

Security Agreement : With respect to any Cooperative Loan, the agreement between the owner of the related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security interest in such Cooperative Shares and the related Proprietary Lease.

Security Entitlement : The meaning specified in Section 8-102(a)(17) of the New York UCC.

Securityholders : The Noteholders and the Certificateholders.

Seller : NYMF.

Seller Mortgage Loan : The Mortgage Loans for which NYMF is listed as “Originator” on the Mortgage Loan Schedule.

Senior Note : Any Class A Note.

Servicer Remittance Date : With respect to each Seller Mortgage Loan, the 18th day of each month, or the next Business Day if such 18th day is not a Business Day. With respect to each Originator Mortgage Loan, the 24th day of each month, or the preceding Business Day if such 24th day is not a Business Day.

Servicers : The servicers listed on Exhibit D or any successors in interest.

Servicing Account : Any account established and maintained for the benefit of the Master Servicer or the Indenture Trustee by a Servicer with respect to the related Mortgage Loans and any REO Property, pursuant to the terms of the respective Servicing Agreement.

Servicing Advances : With respect to any Servicer or the Master Servicer, all customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by any Servicer or the Master Servicer in the performance of its servicing obligations hereunder, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under Article IV hereof or the related Servicing Agreements.

Servicing Agreement : Each Servicing Agreement listed on Exhibit C and any other servicing agreement entered into between a successor servicer and the Seller or Issuer pursuant to the terms of this Agreement.

Servicing Fee : As to any Payment Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b) the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Due Period.

Servicing Fee Rate : With respect to each Mortgage Loan, the rate specified in the related Servicing Agreement and as set forth on the Mortgage Loan Schedule.

Servicing Officer : Any officer of a Servicer or the Master Servicer involved in or responsible for the administration and servicing or master servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished by such Servicer or the Master Servicer to the Indenture Trustee, as such list may from time to time be amended.

Subordinate Note : Any Class M-1 or Class M-2 Note.

Subsequent Recoveries : With respect to any Mortgage Loan that had previously been the subject of a Realized Loss, any amounts (net of reimbursable expenses) subsequently received in connection with such Mortgage Loan.

Substitution Adjustment : As defined in Section 3.03(d) hereof.

Telerate Page 3750 : The display currently so designated as “Page 3750” on the Bridge Telerate Service (or such other page selected by the Master Servicer as may replace Page 3750 on that service for the purpose of displaying daily comparable rates on prices).

Title Insurance Policy : A title insurance policy maintained with respect to a Mortgage Loan.

Total Principal Deficiency Amount . With respect to any Payment Date, the excess, if any, of the aggregate Note Principal Amount of the Notes after giving effect to payments on such Payment Date over the Pool Balance as of the last day of the related due period.

Trust Account Property : The Trust Accounts, the Certificate Account, all amounts and investments held from time to time in the Trust Accounts, the Certificate Account (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities, securities entitlements, investment property or otherwise) and all proceeds of the foregoing.

Trust Accounts : The Note Account and the Cap Account.

Trust Administrator : Wells Fargo Bank, N.A., or any successor in interest thereto, in its capacity as Trust Administrator under this Agreement and the other Operative Agreements, and thereafter, any successor in interest or assign that meets the requirements of this Agreement and the Administration Agreement.

Trust Agreement : The trust agreement dated as of February 1, 2005, between the Depositor, the Trust Administrator and the Owner Trustee, as such may be amended or supplemented from time to time.

Trust Certificate : Any Trust Certificate evidencing the ownership interest in the Issuer, substantially in the form attached as Exhibit A of the Trust Agreement.

Trust Estate : The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) the Collection Account, the Note Account, any Servicing Account, any Escrow Account, the Cap Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Purchase Agreement, (f) the rights of the Seller under each Servicing Agreement with respect to the Mortgage Loans and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

UCC : The Uniform Commercial Code as enacted in the relevant jurisdiction.

Underwriter : Greenwich Capital Markets, Inc.

Uniform Commercial Code : The Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

Uninsured Cause : Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained on such Mortgaged Property.

Unpaid Basis Risk Shortfall : With respect to any Class of Notes on any Payment Date, the aggregate of all Basis Risk Shortfalls for such Class remaining unpaid from all previous Payment Dates, together with interest thereon at the Note Interest Rate for such Class, computed without regard to the Available Funds Cap.

Value : With respect to any Mortgage Loan and the related Mortgaged Property, the lesser of:

(i)

the value of such Mortgaged Property as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac; and

(ii)

the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan;

provided, however, that in the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinancing Mortgage Loan at the time of origination by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac.

Wachovia Additional Servicing Fee : As to any Payment Date and each Originator Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Wachovia Additional Servicing Fee Rate and (b) the Scheduled Principal Balance of such Originator Mortgage Loan as of the first day of the related Due Period.

Wachovia Additional Servicing Fee Rate : With respect to each Originator Mortgage Loan, 0.005% per annum.

Wachovia Custodial Agreement : The Custodial Agreement dated as of February 1, 2005 among the Issuer, the Indenture Trustee, the Trust Administrator and Wachovia Bank, National Association.

Section 1.02

Calculations Respecting Mortgage Loans .

Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Estate shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans as supplied to the Master Servicer by the Servicers and to the Trust Administrator by the Master Servicer. The Trust Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or any Servicer.

Section 1.03

Calculations Respecting Accrued Interest .

Accrued interest, if any, on any Note shall be calculated based upon a 360-day year and the actual number of days in each Accrual Period.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS

Section 2.01

Conveyance of Mortgage Loans .

(a)

In consideration of the Issuer’s delivery of the Notes and the Trust Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Sections 2.02, 2.03, 3.03 and 3.04, in trust, all the right, title and interest of the Depositor in and to the Trust Estate. The Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Securityholders and for the purposes and subject to the terms and conditions set forth in this Agreement and the Indenture. Concurrently with such receipt, the Issuer has issued and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust Estate.

Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein.

In connection with such transfer and assignment, the Seller, on behalf of the Depositor, does hereby deliver on the Closing Date, unless otherwise specified in this Section 2.01, to, and deposit with the Indenture Trustee or the applicable Custodian as its designated agent, the following documents or instruments with respect to each Mortgage Loan (a “Mortgage File”) so transferred and assigned:

(i)

the original Mortgage Note, endorsed (other than for a MOM Loan) either on its face or by allonge attached thereto in blank or in the following form: “Pay to the order of U.S. Bank National Association, as Indenture Trustee for New York Mortgage Trust 2005-1, without recourse”, or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans the aggregate related Cut-off Date Pool Balance of which is less than or equal to 2% of the Cut-off Date Pool Balance;

(ii)

[Reserved];

(iii)

except as provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN for that Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS, in each case with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, together with an Officer’s Certificate of the Seller certifying that the copy of such Mortgage delivered to the Indenture Trustee (or the applicable Custodian) is a true copy and that the original of such Mortgage has been forwarded to the public recording office, or, in the case of a Mortgage that has been lost, a copy thereof (certified as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Indenture Trustee and the Depositor that an original recorded Mortgage is not required to enforce the Indenture Trustee’s interest in the Mortgage Loan;

(iv)

the original of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an Officer’s Certificate of the Seller certifying that the copy of such assumption, modification or substitution agreement delivered to the applicable Custodian on behalf of the Issuer is a true copy and that the original of such agreement has been forwarded to the public recording office;

(v)

in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned to “U.S. Bank National Association, as Indenture Trustee for New York Mortgage Trust 2005-1, without recourse”;

(vi)

in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original copy of any intervening Assignment of Mortgage showing a complete chain of assignments, or, in the case of an intervening Assignment of Mortgage that has been lost, a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Indenture Trustee that such original intervening Assignment of Mortgage is not required to enforce the Indenture Trustee’s interest in the Mortgage Loans;

(vii)

the original Primary Insurance Policy, if any, or certificate, if any;

(viii)

the original or a certified copy of lender’s title insurance policy; and

(ix)

with respect to any Cooperative Loan, the Cooperative Loan Documents.

In connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will take (or shall cause the applicable Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Issuer, the Indenture Trustee and the Master Servicer), such actions as are necessary to cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Indenture Trustee in accordance with this Agreement and the Indenture for the benefit of the Securityholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Notes issued in connection with the transfer of such Mortgage Loans to the New York Mortgage Trust 2005-1.

With respect to each Cooperative Loan, the Seller, on behalf of the Depositor does hereby deliver to the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee the related Cooperative Loan Documents and the Seller will take (or shall cause the applicable Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Indenture Trustee and the Master Servicer) such actions as are necessary under applicable law (including but not limited to the relevant UCC) in order to perfect the interest of the Indenture Trustee in the related Mortgaged Property.

Assignments of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage Loan (other than a Cooperative Loan) shall be recorded; provided, however, that such assignments need not be recorded if, in the Opinion of Counsel (which must be from Independent Counsel and not at the expense of the Issuer or the Indenture Trustee) acceptable to the Indenture Trustee, the Rating Agencies and the Master Servicer, recording in such states is not required to protect the Indenture Trustee’s interest in the related Mortgage Loans; provided, however, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Seller (or the Seller will cause the applicable Servicer to submit each such assignment for recording), at the cost and expense of the Seller, in the manner described above, at no expense to the Issuer or Indenture Trustee, upon the earliest to occur of (1) the occurrence of a bankruptcy or insolvency relating to the Seller or the Depositor, or (2) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event more than three months thereafter except to the extent delays are caused by the applicable recording office), the Seller shall properly record (or the Seller will cause the applicable Servicer to properly record), at the expense of the Seller (with the cooperation of the Depositor, the Indenture Trustee, the Issuer and the Master Servicer), in each public recording office where the related Mortgages are recorded, each assignment referred to in Section 2.01(v) above with respect to a Mortgage Loan that is not a MERS Mortgage Loan.

The Indenture Trustee agrees to execute and deliver to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit A-1 hereto, which may provide for exceptions for Delayed Delivery Mortgage Loans.

If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(viii) above, the Seller shall deliver or cause to be delivered to the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee, promptly upon receipt thereof, but in any case within 175 days of the Closing Date. The Seller shall deliver or cause to be delivered to the Indenture Trustee, promptly upon receipt thereof, any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan sold to the Depositor by the Seller, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, herewith delivers to the Indenture Trustee, or to the applicable Custodian on behalf of the Indenture Trustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Collection Account have been so deposited. All original documents that are not delivered to the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee on behalf of the Issuer shall be held by the Master Servicer or the applicable Servicer in trust for the Indenture Trustee, for the benefit of the Issuer and the Securityholders.

Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 3.03 hereof.

Section 2.02

Acceptance of Trust Estate; Review of Documentation .

Subject to the provisions of Section 2.01, the Owner Trustee, on behalf of the Issuer, acknowledges receipt of the assets transferred by the Depositor and included in the Trust Estate and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Estate” be delivered to the applicable Custodian on its behalf.

The Indenture Trustee hereby shall cause each Custodian hereunder to acknowledge the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Estate” and shall cause each Custodian to declare that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Estate” in trust for the exclusive use and benefit of all present and future Securityholders.

The Indenture Trustee further agrees to cause each Custodian, for the benefit of the Securityholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Issuer, the Seller, the Indenture Trustee and Rating Agency an interim certification in substantially the form attached hereto as Exhibit A-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be reviewed by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, neither Custodian is under a duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, valid, enforceable, sufficient, nor shall the Indenture Trustee have any responsibility to cause either Custodian to determine the perfection or priority of any instrument appropriate for the represented purpose or that they have actually been recorded, are in recordable form sufficient to be recorded, or that they are other than what they purport to be on their face.

No later than 180 days after the Closing Date, the Indenture Trustee shall cause each Custodian to deliver to the Depositor, the Issuer, the Indenture Trustee and the Seller a final certification in the form annexed hereto as Exhibit A-3 evidencing the completeness of the applicable Mortgage Files, with any applicable exceptions noted thereon.

If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, either Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements as specifically set forth herein, at the conclusion of such Custodian’s review the Indenture Trustee shall cause the applicable Custodian to promptly notify the Seller, the Depositor, the Issuer, the Indenture Trustee and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by either Custodian of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Securityholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement.

Nothing in this Agreement shall be construed to constitute an assumption by the Trust Estate, the Indenture Trustee, any Custodian or the Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor.

Upon execution of this Agreement, the Depositor hereby delivers to each Custodian and the Indenture Trustee shall cause each Custodian to acknowledge a receipt of the Mortgage Loan Purchase Agreement and each Servicing Agreement.

Section 2.03

Grant Clause .

(a)

It is intended that the conveyance by the Depositor to the Issuer of the Mortgage Loans and other assets in the Trust Estate, as provided for in Section 2.01 be construed as a sale by the Depositor to the Issuer of the Mortgage Loans and other assets in the Trust Estate for the benefit of the Securityholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans and other assets in the Trust Estate by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans and other assets in the Trust Estate are held to be property of the Depositor or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and other assets in the Trust Estate, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC (or the Relevant UCC if not the New York UCC); (b) the conveyances provided for in Section 2.01 shall be deemed to be (1) a grant by the Depositor to the Issuer of a security interest in all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds, all amounts from time to time held or invested in the Collection Account, the Certificate Account, the Note Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Depositor to the Issuer of any security interest in any and all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C); (c) the possession by the Indenture Trustee or any other agent of the Issuer of Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York UCC and any other Relevant UCC (including, without limitation, Section 9-313, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law.

(b)

The Depositor and, at the Depositor’s direction, the Seller and the Issuer shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property of the Trust Estate, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the Issuer, and the Issuer shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Issuer’s security interest in or lien on the Mortgage Loans as evidenced by an Officer’s Certificate of the Depositor, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller, the Depositor or the Issuer, (2) any change of location of the place of business or the chief executive office of the Seller or the Depositor or (3) any transfer of any interest of the Seller or the Depositor in any Mortgage Loan.

(c)

Neither the Depositor nor the Issuer shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate transferee, including the Indenture Trustee. Before effecting such change, each of the Depositor or the Issuer proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate transferees, including the Indenture Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement and the Indenture, each of the Depositor and the Issuer authorizes its immediate transferee, to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section 2.03(b).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01

Representations and Warranties of the Depositor .

The Depositor hereby represents and warrants to the Master Servicer, the Issuer, the Owner Trustee and the Indenture Trustee, for the benefit of Securityholders, as follows:

(i)

this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general an except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);

(ii)

immediately prior to the sale and assignment by the Depositor to the Issuer of each Mortgage Loan, the Depositor had good title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature;

(iii)

as of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Indenture Trustee on behalf of the Issuer;

(iv)

the Depositor has not transferred the Mortgage Loans to the Indenture Trustee on behalf of the Issuer with any intent to hinder, delay or defraud any of its creditors;

(v)

the Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with full corporate power and authority to own its assets and conduct its business as presently being conducted;

(vi)

the Depositor is not in violation of its certificate of incorporation or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;

(vii)

the execution, delivery and performance of this Agreement by the Depositor, and the consummation of the transactions contemplated hereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement);

(viii)

to the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Notes and Trust Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or “blue sky” laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and

(ix)

there are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement, the Notes or the Trust Certificates; (c) seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.

(b)

Except as set forth in Section 3.01(ii), the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans under any circumstances.

(c)

It is understood and agreed that the representations and warranties of the Depositor set forth in this Section 3.01 shall survive the execution and delivery of this Agreement. The Depositor shall indemnify the Master Servicer, the Indenture Trustee, the Owner Trustee, the Seller and the Issuer and hold each of the Master Servicer, the Indenture Trustee, the Owner Trustee, the Seller and the Issuer harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Depositor’s representations and warranties contained in this Section 3.01 hereof. It is understood and agreed that the enforcement of the obligation of the Depositor set forth in this Section to indemnify the Master Servicer, the Indenture Trustee, the Owner Trustee, the Seller and the Issuer as provided in this Section constitutes the sole remedy of the Master Servicer, the Seller, the Indenture Trustee, the Owner Trustee and the Issuer respecting a breach by the Depositor of the representations and warranties in this Section 3.01.

Any cause of action against the Depositor relating to or arising out of the breach of the representations and warranties made in this Section 3.01 shall accrue upon discovery of such breach by the Seller, the Issuer, the Master Servicer or the Indenture Trustee.

Section 3.02

Representations and Warranties of the Master Servicer . (a) The Master Servicer hereby represents and warrants to the Depositor, the Issuer, the Seller, the Owner Trustee and the Indenture Trustee, for the benefit of the Securityholders, as follows:

(i)

it is validly existing and in good standing under the laws of the United States of America as a national banking association, and as Master Servicer has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer;

(ii)

the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not (A) violate the Master Servicer’s charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which it is bound or to which any of its assets are subject, which violation, default or breach would materially and adversely affect the Master Servicer’s ability to perform its obligations under this Agreement;

(iii)

this Agreement constitutes, assuming due authorization, execution and delivery hereof by the other respective parties hereto, a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iv)

the Master Servicer is not in default with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency to the extent that any such default would materially and adversely affect its performance hereunder;

(v)

the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability as Master Servicer to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Master Servicer of its obligations under this Agreement;

(vi)

no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement;

(vii)

the Master Servicer, or an affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans, is a Fannie Mae- or Freddie Mac-approved seller/servicer;

(viii)

no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders (if any) as have been obtained;

(ix)

the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer;

(x)

the Master Servicer has obtained an errors and omissions insurance policy and a fidelity bond in accordance with Section 4.03 each of which is in full force and effect, and each of which provides at least such coverage as is required hereunder; and

(xi)

the information about the Master Servicer under the heading “The Master Servicer” in the Offering Documents relating to the Master Servicer does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.

(b)

It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the execution and delivery of this Agreement. The Master Servicer shall indemnify the Depositor, the Issuer, the Owner Trustee, the Seller and the Indenture Trustee and hold them harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Master Servicer’s representations and warranties contained in Section 3.02(a). It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Issuer, the Owner Trustee, the Seller and the Indenture Trustee as provided in this Section constitutes the sole remedy (other than as set forth in Section 6.01) of the Depositor, the Issuer, the Seller, the Owner Trustee and the Indenture Trustee, respecting a breach of the foregoing representations and warranties. Such indemnification shall survive any termination of the Master Servicer as Master Servicer hereunder, and any termination of this Agreement.

Any cause of action against the Master Servicer relating to or arising out of the breach of any representations and warranties made in this Section shall accrue upon discovery of such breach by the Depositor, the Master Servicer, the Indenture Trustee, the Seller or the Issuer or notice thereof by any one of such parties to the other parties.

Section 3.03

Repurchase or Substitution of Mortgage Loans by the Originators and the Seller .

(a)

Upon discovery by any of the parties hereto of any materially defective document in, or that a document is missing from, a Mortgage File related to an Originator Mortgage Loan, or discovery by any of the parties hereto of a breach of by any Originator of any representation, warranty or covenant under the related Purchase Agreement in respect of any Originator Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Upon its discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File related to an Originator Mortgage Loan or upon actual knowledge or receipt of written notice of the breach by the related Originator of any representation, warranty or covenant under the related Purchase Agreement in respect of any Originator Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Securityholders, the Indenture Trustee shall promptly notify such Originator of such defect, missing document or breach and request that such Originator deliver such missing document or cure such defect or breach w

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