NYMT SECURITIES CORPORATION,

as Purchaser,

and

NEW YORK MORTGAGE FUNDING, LLC,

as Seller,

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of [                    ], 2005

Mortgage Loans

TABLE OF CONTENTS

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MORTGAGE LOAN PURCHASE AGREEMENT (the ?Agreement?), dated as of [                    ], 2005, between NEW YORK MORTGAGE FUNDING, LLC (the ?Seller?) and NYMT SECURITIES CORPORATION (the ?Purchaser? or the ?Depositor?).

W I T N E S S E T H

WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness (the ?Mortgage Notes?) so indicated on Schedule I hereto referred to below, and Related Documents (as defined below) (collectively, the ?Mortgage Loans?);

WHEREAS, the Seller as of the date hereof owns the mortgages (the ?Mortgages?) on the properties (the ?Mortgaged Properties?) securing such Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans;

WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans to the Purchaser pursuant to the terms of this Agreement;

WHEREAS, the Purchaser will assign to New York Mortgage Trust, Series 2005-[    ] (the ?Trust? or the ?Issuer?) all of its rights against the Seller pursuant to this Agreement as described herein pursuant to the terms of a Transfer and Servicing Agreement dated as of [                    ], 2005 (the ?Transfer and Servicing Agreement?) among the Purchaser, the Trust, [                                ], as master servicer and trust administrator, [                                ], as indenture trustee, NYMT Servicing Corporation, as servicer, the Seller, and [                                ], as subservicer; and

WHEREAS, the Trust will pledge to the Indenture Trustee all of its rights against the Seller pursuant to this Agreement and the Transfer and Servicing Agreement as described herein and therein, respectively, pursuant to the terms of an Indenture dated as of [                    ], 2005 (the ?Indenture?) among the Trust, the Trust Administrator and the Indenture Trustee.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Transfer and Servicing Agreement.

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

SECTION 2.1. Sale of Mortgage Loans. The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in (other than any servicing rights

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relating to the Mortgage Loans), to and under the following, whether now existing or hereafter acquired and wherever located: (i) the Mortgage Loans, including the related Cut-off Date Balance, all payments in respect of the Mortgage Loans received after the Cut-off Date (exclusive of payments in respect of principal and interest on the delinquent Mortgage Loans due prior to the Cut-off Date and received thereafter); (ii) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller in any insurance policies in respect of the Mortgage Loans; (iv) all rights under any guaranty and/or additional security agreement executed in connection with a Mortgage Loan; and (v) all proceeds of the foregoing.

SECTION 2.2. Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-off Date, (i) its account number and (ii) the Cut-off Date Balance. Such file shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement.

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