WAREHOUSE LOAN SALE AGREEMENT

Exhibit 10.2

E XECUTION C OPY

WAREHOUSE LOAN SALE AGREEMENT

Dated as of March 23, 2005

Between

COLONIAL BANK, N.A.,

as Originator

and

MWL FUNDING, INC.,

as Purchaser

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TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

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WAREHOUSE LOAN SALE AGREEMENT

Dated as of March 23, 2005

THIS WAREHOUSE LOAN SALE AGREEMENT (as amended, restated, supplemented and otherwise modified from time to time, this “ Agreement ”) is entered into between COLONIAL BANK, N.A., a national banking association (the “ Originator ”) and MWL FUNDING, INC., a Delaware corporation, as the purchaser (the “ Purchaser ”).

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings, or if not defined herein, shall have the meanings specified in the Purchase Agreement (defined below):

“ Advance ” means (i) each advance (consisting of all principal, interest, finance charges and any other amounts payable in connection with the enforcement of any of the foregoing) made to any Designated CNB Customer under a CNB Customer Loan Agreement (other than a Syndicated Loan Agreement) and the related CNB Customer Note, and (ii) the pro-rata interest of the Originator in, and rights with respect to, any advance (consisting of all principal, interest, finance charges and any other amounts payable in connection with the enforcement of any of the foregoing) made to any Designated CNB Customer under a Syndicated Loan Agreement and the related CNB Customer Note, in each case whether constituting an account, chattel paper, instrument or general intangible.

“ Adverse Claim ” means a lien, security interest or other charge or encumbrance, or any other type of preferential arrangement.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

“ Agreement ” has the meaning specified in the preamble.

“ Alternate Base Rate ” means a fluctuating rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the highest of:

(a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time as Citibank, N.A.’s base rate; and

(b) ½ of one percent above the Federal Funds Rate.

“ AOT Agreement ” means an agreement in substantially the form attached hereto as Exhibit A , or such other form as may be agreed upon between the Seller and the Program Agent from time to time, between the Originator and a Designated CNB

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Customer, pursuant to which the Originator purchases interests in AOT Mortgage Pools and AOT Securities from such Designated CNB Customer.

“ AOT Custodial Agreement ” means an agreement in substantially the form attached hereto as Exhibit B , or such other form as may be agreed upon between the Seller and the Program Agent from time to time, between the Originator, a Designated CNB Customer, and Colonial Bank, as “Custodian”, pursuant to which Colonial Bank acts as custodian with respect to certain documents related the AOT Mortgage Loans interests in which are purchased by the Originator from such Designated CNB Customer.

“ AOT Mortgage Loan ” means a Mortgage Loan in which a 100% participation interest has been sold by a Designated CNB Customer to the Originator pursuant to an AOT Agreement.

“ AOT Mortgage Pool ” means each pool of AOT Mortgage Loans in which an interest has been purchased by the Originator from any Designated CNB Customer under an AOT Agreement (including all principal, interest, finance charges and any other amounts payable in connection with the enforcement of such AOT Mortgage Loans and the related AOT Participation Certificate).

“ AOT Participation Certificate ” means a certificate representing a 100% participation interest in an AOT Mortgage Pool (including all principal, interest, finance charges and any other amounts payable in connection with the enforcement of such AOT Mortgage Pool).

“ AOT Securities Account ” means a securities account maintained at The Bank of New York (or another depository institution acceptable to the Program Agent) which is the subject of an AOT Security Custodial Agreement.

“ AOT Security ” means (i) a fully modified pass-through mortgage-backed certificate guaranteed by GNMA, (ii) a guaranteed mortgage pass-through certificate issued by FNMA, (iii) a mortgage participation certificate issued by FHLMC, or (iv) a pass-through certificate representing, or backed by an interest in, a pool of AOT Mortgage Loans established by a private issuer of mortgage-backed securities acceptable to the Program Agent that is not GNMA, FNMA or FHLMC, in each case, which has been issued with respect to an AOT Mortgage Pool in which an interest has been purchased from a Designated CNB Customer pursuant to an AOT Agreement (including all principal, interest, finance charges and any other amounts payable in connection with the enforcement of such AOT Security and the related AOT Participation Certificate and AOT Agreement).

“ AOT Security Custodial Agreement ” means an agreement in substantially the form attached hereto as Exhibit C , or such other form as may be agreed upon between the Seller and the Program Agent from time to time, among a CNB Customer, the Originator and The Bank of New York (or another depository institution acceptable to the Program

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Agent), providing for, inter alia , the perfection of the Originator’s security interest in all AOT Securities deposited in an AOT Securities Account.

“ AOT Takeout Assignment ” means an agreement in substantially the form attached as Exhibit A to the form of AOT Agreement attached hereto as Exhibit A , or such other form as may be agreed upon between the Seller and the Program Agent from time to time, among a CNB Customer, the Originator and an Investor, providing for, inter alia , the assignment to the Originator of the Take-Out Commitment with respect to an AOT Security.

“ Asset ” means (i) each Advance, (ii) the participation interest of the Originator in each COLB Mortgage Loan, (iii) the participation interest of the Originator in each AOT Mortgage Pool, and (iv) the participation interest of the Originator in each AOT Security, in each case whether constituting an account, chattel paper, instrument, investment property, security or general intangible.

“ Asset Interest Excess ” has the meaning specified in the Purchase Agreement.

“ Asset Interest Report ” has the meaning specified in the Purchase Agreement.

“ Bankruptcy Code ” means the Bankruptcy Code, 11 U.S.C. §101 et seq., as amended, any similar or successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

“ Beneficiary ” means, as of any date, the Conduit Purchasers, the Committed Purchasers, the Group Agents and the Program Agent.

“ Business Day ” means any day on which banks are not authorized or required to close in New York, New York.

“ Capital Lease ” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which, in accordance with GAAP, should be capitalized on the lessee’s balance sheet.

“ Capital Lease Obligation ” of any Person means the obligations of such Person to pay rent or other amounts under any Capital Lease, which obligations should be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change in Control ” means the occurrence of any of the following: (a) any person or group of persons (within the meaning of the Securities Exchange Act of 1934, as amended), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of 20% or more of the issued and outstanding Voting Stock of the Parent, (b) during any period of twelve consecutive Months, individuals who at the beginning of such period constituted the board of directors of the Parent (together with any new

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directors whose election by the board of directors of the Parent or whose nomination for election by the stockholders of the Parent was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability to constitute the majority of the directors then in office, (c) the Parent shall cease to own and control all of the economic and voting rights associated with all of the outstanding Stock of the Originator, (d) the Originator shall merge with or into any other Person, or (e) the Originator shall cease to own and control all of the economic and voting rights associated with all of the outstanding Stock of the Purchaser.

“ CNB Account ” means each CNB Customer Deposit Account for which Colonial Bank is the account bank.

“ CNB Customer ” means a Person who, in the ordinary course of its business, originates or acquires Mortgage Loans which are secured by residential real estate.

“ CNB Customer Deposit Account ” means each Master Advance Account, each Investor Funding Account and each Controlled Disbursement Account.

“ CNB Customer Loan Agreement ” means a loan agreement between a CNB Customer and the Originator (and, in the case of a Syndicated Loan Agreement, one or more other financial institutions) pursuant to which the Originator (and such financial institutions, if applicable) extends financing to such CNB Customer, all of the proceeds of which are used by such CNB Customer to originate or purchase Mortgage Loans, and the terms of which are in compliance with the Credit Policy.

“ CNB Customer Note ” means a promissory note executed by a CNB Customer in connection with a CNB Customer Loan Agreement (including, without limitation, any Syndicated Loan Agreement) evidencing Advances made to such CNB Customer pursuant to such CNB Customer Loan Agreement.

“ CNB Customer Transaction Documents ” means all CNB Customer Loan Agreements, CNB Customer Notes, Loan Participation Sale Agreements, COLB Participation Certificates, AOT Agreements, AOT Participation Certificates, AOT Custodial Agreements, AOT Security Custodial Agreements, AOT Takeout Assignments and all other agreements and documents delivered and/or related thereto, as each may be amended, restated, supplemented and otherwise modified from time to time.

“ COLB Mortgage Loan ” means a Mortgage Loan in which a participation interest has been sold by a Designated CNB Customer to the Originator pursuant to a Loan Participation Sale Agreement for a purchase price equal to the lesser of (i) 99% of the Take-Out Price related to such Mortgage Loan or (ii) the principal balance of such Mortgage Loan.

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“ COLB Participation Certificate ” means a certificate representing a participation interest in one or more COLB Mortgage Loans (including all principal, interest, finance charges and any other amounts payable in connection with the enforcement of such COLB Mortgage Loans).

“ Collections ” means, collectively all Interest Collections and all Principal Collections.

“ Committed Purchasers ” means the Persons designated as “Committed Purchasers” pursuant to the Purchase Agreement.

“ Conduit Purchasers ” means the Persons designated as “Conduit Purchasers” pursuant to the Purchase Agreement.

“ Controlled Disbursement Account ” means, with respect to any CNB Customer, the deposit account of such CNB Customer, maintained at Colonial Bank (or the financial institution acting as agent pursuant to any Indirect Syndicated Loan Agreement), which is a zero balance account used only to draw funds from the related Master Advance Account in connection with Mortgage Loan closings pursuant to the related CNB Customer Transaction Documents.

“ Credit Policy ” means those loan credit and collection policies and practices of the Originator in effect on the date of this Agreement and described in Exhibit D hereto, as modified in compliance with this Agreement.

“ Custodial Agreement ” means the Custodial Agreement dated as of the date of this Agreement among the Facility Custodian, the Purchaser, the Servicer and the Program Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Debt ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Adverse Claim on property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed, (f) all Guarantees by such Person of Debt of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, surety bonds and letters of guaranty, (i) all obligations of such Person upon which interest charges are customarily paid, (j) all obligations of such Person under any Hedging Agreement, (k) all obligations, contingent or otherwise, of such Person in respect of Banker’s acceptances. The Debt of any Person shall include the Debt of any

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other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent of the terms of such Debt provide that such Person is not liable therefor. For purposes of this definition, the “principal amount” of the obligations of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such Hedging Agreement were terminated at such time.

“ Deemed Collections ” means Collections deemed to have been received pursuant to Section 2.03(b) or (c) .

“ Defaulted Asset ” means an Asset, (i) in the case of any Advance or any interest in a COLB Mortgage Loan, that relates to a Defaulted Mortgage Loan, or that relates to any CNB Customer Loan Agreement or Loan Participation Sale Agreement, as applicable, under which an event of default, whether declared or undeclared, has occurred and is continuing, or (ii) in the case of any interest in an AOT Mortgage Pool or an AOT Security, that is the subject of a “Security Issuance Failure” as defined in the related AOT Agreement.

“ Defaulted Mortgage Loan ” means a Mortgage Loan (i) as to which any payment of principal or interest, or part thereof remains unpaid for more than ninety (90) days from the original due date for such payment, (ii) as to which the Mortgagor thereof has taken any action, or suffered any event to occur, of the type described in Section 5.01(f) or (iii) as to which any material non-payment obligation on the part of the Mortgagor thereof remains unperformed past any applicable period of grace.

“ Designated CNB Customer ” means each of the Persons designated as a “Designated CNB Customer” pursuant to the Purchase Agreement.

“ Diluted Asset ” means that portion (and only that portion) of any Asset which is either (a) reduced or adjusted as a result of any discount or adjustment by the Originator or any other Person (other than the discharge in bankruptcy of the CNB Customer thereof or the Mortgagor under the related Mortgage Loan), or (b) reduced or canceled as a result of any dispute, claim, offset or defense (other than the discharge in bankruptcy of the CNB Customer thereof or of the Mortgagor under the related Mortgage Loan) of the CNB Customer or of the Mortgagor under the related Mortgage Loan, against the Originator or any other Person (whether such dispute, claim, offset or defense arises out of the same or a related transaction or an unrelated transaction).

“ Discount ” means, in respect of each Purchase from the Originator, the percentage of the Outstanding Balance of the Assets that are the subject of such Purchase as may be agreed upon prospectively, on an arm’s length basis, between the Originator and the Purchaser.

“ Eligible Asset ” has the meaning specified in the Purchase Agreement.

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“ Eligible Mortgage Loan ” has the meaning specified in the Purchase Agreement.

“ Enforceability Exceptions ” means exceptions to the enforceability of an obligation arising under bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, and general principles of equity (regardless of whether considered in a proceeding at equity or at law).

“ Event of Termination ” has the meaning specified in Section 5.01 .

“ Facility Custodian ” means at any time the Person then authorized pursuant to the Custodial Agreement to hold the AOT Participation Certificates, COLB Participation Certificates, AOT Takeout Assignments and the related Mortgage Files with respect to the Mortgage Loans.

“ Facility Termination Date ” means the earliest of (a) the “Facility Termination Date” (as such term is defined in the Purchase Agreement), (b) the date determined pursuant to Section 5.01 and (c) the date which the Originator designates by at least 2 Business Days’ prior notice to the Purchaser and its assignees (including the Program Agent under the Purchase Agreement).

“ Federal Funds Rate ” means, for any period, a fluctuating rate per annum equal for each day during such period to the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by Citibank, N.A. from three Federal funds brokers of recognized standing selected by it.

“ Final Collection Date ” means the date on or following the Facility Termination Date on which the aggregate Outstanding Balance of all Transferred Assets has been reduced to zero and the Originator shall have paid all amounts payable to the Purchaser pursuant to this Agreement.

“ GAAP ” means generally accepted accounting principles in the United States.

“ Governmental Entity ” means the United States of America, any state, any political subdivision of a state and any agency or instrumentality of the United States of America or any state or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. Governmental Entity shall include, without limitation, each of FHLMC, FNMA, GNMA, FHA, HUD and VA (each as defined in the Purchase Agreement).

“ Group Agents ” means the Persons designated as “Group Agents” pursuant to the Purchase Agreement.

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“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Hedging Agreement ” means any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

“ Incipient Event of Termination ” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“ Indemnified Amounts ” has the meaning specified in Section 6.01 .

“ Indemnified Party ” has the meaning specified in Section 6.01 .

“ Indirect Syndicated Loan Account ” means a CNB Customer Deposit Account for which the account bank is the agent pursuant to an Indirect Syndicated Loan Agreement.

“ Indirect Syndicated Loan Agreement ” means a Syndicated Loan Agreement, the agent with respect to which is a financial institution other than the Originator.

“ Indirect Syndicated Mortgage Loan ” means a Mortgage Loan financed by the Originator and one or more other financial institutions pursuant to an Indirect Syndicated Loan Agreement.

“ Initial Cutoff Date ” has the meaning specified in Section 2.02(a) .

“ Initial Purchase Date ” means the date on which the first Purchase made pursuant to this Agreement shall occur.

“ Interest Collections ” means all cash collections and other cash Proceeds with respect to the Transferred Assets other than Principal Collections, including, without

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limitation, interest paid with respect to such Transferred Assets by the related CNB Customer or any other Person.

“ Interest Rate Hedge ” means a Hedging Agreement in the form of a rate swap transaction, basis swap, forward rate transaction, interest rate option, cap transaction, floor transaction, collar transaction or any other similar transaction entered into between the CNB Customer and a counterparty in order to mitigate the risk of interest rate fluctuations with respect to the related Mortgage Loan, AOT Mortgage Pool or AOT Security, and which has been assigned to the Originator.

“ Investor ” means any Person approved by the Originator in accordance with the Credit Policy, as a purchaser of Mortgage Loans or AOT Securities from the Originator.

“ Investor Funding Account ” means, with respect to any CNB Customer, the deposit account of such CNB Customer into which the proceeds of Take-Out Commitments are remitted as required pursuant to the related CNB Customer Transaction Documents.

“ Loan Participation Sale Agreement ” means an agreement in substantially the form attached hereto as Exhibit E , between the Originator and a CNB Customer pursuant to which the Originator purchases participation interests in Mortgage Loans originated or acquired by such CNB Customer.

“ Master Advance Account ” means, with respect to any CNB Customer, the deposit account of such CNB Customer into which Advances are deposited, or the purchase prices paid by the Originator with respect to COLB Mortgage Loans, AOT Mortgage Pools or AOT Securities are deposited, pursuant to the related CNB Customer Transaction Documents and from which fees are debited with respect thereto.

“ Material Adverse Change ” means a material adverse change in the business, assets, operations, property, prospects or other condition (financial or otherwise) of the Originator or the Parent and its Subsidiaries taken as a whole.

“ Material Adverse Effect ” means a material adverse effect on (a) the collectibility of the Transferred Assets, (b) the ability of the Purchaser or the Originator to perform any of their respective material obligations under the Transaction Documents to which they are a party, (c) the legality, validity or enforceability of the Transaction Documents (including, without limitation, the validity, enforceability or priority of the ownership interests and security interests granted hereunder or thereunder) or the rights of or benefits available to the Purchaser under the Transaction Documents, or (iv) the business, assets, operations, condition (financial or otherwise), property, or prospects of the Originator and its Subsidiaries, taken as a whole.

“ MERS ” means the system of electronic registration and record-keeping and the related recording of the mortgages established and operated by Mortgage Electronic Registration System, Inc.

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“ Month ” means a calendar month.

“ Monthly Report ” has the meaning specified in the Purchase Agreement.

“ Mortgage ” means a mortgage or deed of trust or other security instrument, on a standard form approved by FHA, FHLMC, FNMA or VA (each as defined in the Purchase Agreement) or other form satisfactory to the Program Agent.

“ Mortgage Documents ” means with respect to each Mortgage Loan, the documents, agreements and instruments required to be delivered pursuant to the applicable CNB Customer Transaction Documents, including, without limitation, each of the documents in the related Mortgage File.

“ Mortgage File ” means, with respect to each Mortgage Loan, the following documents:

(i) in the case of any Advance, a request for an Advance under the related CNB Customer Loan;

(ii) the original Mortgage Note, endorsed in blank without recourse by all intervening holders of such Mortgage Note from the originator of such Mortgage Loan through the related CNB Customer;

(iii) a copy of the original Mortgage;

(iv) except in the case of a Mortgage recorded in the name of MERS, an original assignment of Mortgage in favor of the Originator and in recordable form executed by the related CNB Customer; and

(v) copies of all intervening assignments of Mortgage.

“ Mortgage Loan ” means a loan originated or acquired by a CNB Customer which is secured by a Mortgage.

“ Mortgage Note ” means a promissory note, substantially similar to one of the standard forms approved by the Originator.

“ Mortgaged Property ” means with respect to any Mortgage Loan, the real property encumbered by the related Mortgage(s) or other security documents securing the indebtedness under the related Mortgage Note(s).

“ Mortgagor ” means each Person obligated to make payments under a Mortgage Loan or Mortgage Note, including, without limitation, any guarantor thereof.

“ Originator ” has the meaning specified in the preamble.

“ Originator Collateral ” has the meaning specified in Section 2.02(g) .

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“ Other Taxes ” has the meaning specified in the Purchase Agreement.

“ Outstanding Balance ” of any Asset at any time means the outstanding principal balance thereof; provided , however , that solely for purposes of calculating any Asset Interest or any Asset Interest Excess at any time, the Outstanding Balance of an Asset shall be deemed to be the least of (a) the outstanding principal balance thereof, (b) the outstanding principal balance of the Mortgage Loan or Mortgage Loans securing or constituting such Asset (or the Originator’s pro-rata interest therein, as applicable), or (c) either (i) if such Asset is an Advance or an interest in a COLB Mortgage Loan, the Take-Out Price with respect to the Mortgage Loan securing or constituting such Asset (or the Originator’s pro-rata interest therein, as applicable), or (ii) if such Asset is an interest in an AOT Mortgage Pool or an AOT Security, the Originator’s pro-rata interest in the Take-Out Price with respect to such AOT Mortgage Pool or AOT Security.

“ PA Final Payment Date ” means the later of the “Facility Termination Date” (as such term is defined in the Purchase Agreement) and the date on which all Capital, Yield, Fees and other Obligations (each as defined in the Purchase Agreement) under the Purchase Agreement have been irrevocably paid in full in cash.

“ Parent ” means The Colonial BancGroup, Inc., a Delaware corporation.

“ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a Governmental Entity.

“ Principal Collections ” means (without duplication), (i) all cash collections and other cash Proceeds with respect to the principal amounts of the Transferred Assets, including, without limitation, all cash Proceeds of the Underlying Collateral with respect to such Transferred Assets (including, without limitation, all proceeds of the related Take-Out Commitment, proceeds from any sale of the related Mortgage Loan or Mortgaged Property, proceeds of any Interest Rate Hedge and proceeds of insurance received in respect of the related Mortgaged Property), (ii) any Deemed Collections, (iii) any payments made by the Originator in respect of such Transferred Assets pursuant to this Agreement, and (iv) all other cash collections and other cash Proceeds of the Underlying Collateral.

“ Proceeds ” means “proceeds” as defined in Section 9-102 of the UCC as in effect on the date hereof in the State of New York.

“ Program Agent ” means Citicorp North America, Inc., in its capacity as agent for the Conduit Purchasers and Committed Purchasers under the Purchase Agreement, and its successors and assigns.

“ Purchase ” means a purchase by the Purchaser of Transferred Assets and Related Property from the Originator pursuant to Article II .

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“ Purchase Agreement ” means that certain Warehouse Loan Purchase Agreement, dated as of the date hereof, among the Purchaser, the Servicer, CAFCO, LLC, CHARTA, LLC and CRC Funding, LLC, as Conduit Purchasers, Citibank, N.A., as Committed Purchaser, Citicorp North America, Inc., as Program Agent and as a Group Agent and the other Conduit Purchasers, Committed Purchasers and Group Agents party thereto from time to time, as amended, restated, supplemented and otherwise modified from time to time.

“ Purchase Date ” means each day on which a Purchase is made pursuant to Article II .

“ Purchase Price ” for any Purchase means an amount equal to the Outstanding Balance of the Assets that are the subject of such Purchase minus the Discount for such Purchase.

“ Purchaser ” has the meaning specified in the preamble.

“ Records ” means all documents, books, records and other information (including without limitation, computer programs, tapes and disks) maintained with respect to the Transferred Assets and Related Property and the related CNB Customers.

“ Related Property ” means, with respect to any Asset, all of the Originator’s right, title and interest in, under and to all Related Security, Collections, CNB Customer Deposit Accounts and AOT Securities Accounts, and all Proceeds with respect to such Asset or any of the forgoing.

“ Related Security ” means, with respect to any Asset, the following (or the pro-rata interest of the Originator therein, as applicable):

(i) all security, letters of credit, guaranties, Hedging Agreements and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Asset and the related Underlying Collateral pursuant to contract or otherwise;

(ii) all accounts, general intangibles and other rights or claims for money due or to become due under the CNB Customer Transaction Documents relating to such Asset;

(iii) the Take-Out Commitment relating to such Asset;

(iv) the Records relating to such Asset and the Underlying Collateral;

(v) the related Underlying Collateral, the Mortgage and the Mortgage Documents relating to such Asset;

(vi) all insurance policies and proceeds and premium refunds thereof;

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(vii) the Interest Rate Hedge, if any, relating to such Asset and the related Underlying Collateral;

(viii) the AOT Participation Certificate or COLB Participation Certificate, if any, representing such Asset; and

(ix) all Proceeds of the foregoing.

“ Repurchase Price ” has the meaning specified in Section 2.03(c) .

“ Secured Obligations ” has the meaning specified in Section 2.02(g) .

“ Servicer ” means at any time the Person then authorized pursuant to Section 6.01 of the Purchase Agreement to administer and collect Transferred Assets.

“ Settlement Date ” means each Weekly Settlement Date and each Monthly Settlement Date.

“ Solvent ” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its Debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur Debts or liabilities beyond such Person’s ability to pay as such Debts and liabilities mature; (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital; and (e) such Person generally is not paying its Debts or liabilities as such Debts or liabilities become due. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Stock ” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company, trust or equivalent entity, whether voting or non-voting.

“ Subsidiaries ” means any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Originator, or the Parent, as the case may be, or one or more Subsidiaries, or by the Originator or the Parent, as the case may be, and one or more Subsidiaries.

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“ Syndicated Loan Agreement ” means a CNB Customer Loan Agreement pursuant to which the Originator and other financial institutions have agreed to extend financing to the related CNB Customer.

“ Syndicated Mortgage Loan ” means any Mortgage Loan funded pursuant to a Syndicated Loan Agreement.

“ Take-Out Commitment ” has the meaning specified in the Purchase Agreement.

“ Take-Out Price ” has the meaning specified in the Purchase Agreement.

“ Taxes ” has the meaning specified in the Purchase Agreement.

“ Third-Party Lender Deposit Account ” means a CNB Customer Deposit Account the account bank for which is a financial institution other than the Originator, which is the subject of an intercreditor agreement between such financial institution and the Originator.

“ Transaction Document ” has the meaning specified in the Purchase Agreement.

“ Transferred Asset ” means any Asset which is Purchased or purported to be Purchased by the Purchaser pursuant to Article II .

“ UCC ” means the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

“ Underlying Collateral ” means, with respect to any Asset, the Mortgage Loans or pool of Mortgage Loans, and the Mortgaged Property or pool of Mortgaged Properties, constituting or securing such Asset, as the case may be.

“ Voting Stock ” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

SECTION 1.02. Other Terms and Constructions . Under this Agreement, all accounting terms not specifically defined herein shall be construed in accordance with GAAP, and all accounting determinations made and all financial statements prepared hereunder shall be made and prepared in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. The words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the exhibits and schedules hereto, as the same may from time to time be amended, modified or supplemented and not to any particular section, subsection, or clause contained in this Agreement, and all references to Sections, Exhibits and Schedules shall mean, unless the context clearly indicates otherwise, the Sections hereof and the Exhibits and Schedules attached hereto, the terms of which Schedules are hereby incorporated

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into this Agreement. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience and do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. Each of the definitions set forth in Section 1.01 hereof shall be equally applicable to both the singular and plural forms of the defined terms.

SECTION 1.03. Computation of Time Periods . Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

ARTICLE II

AMOUNTS AND TERMS OF PURCHASES

SECTION 2.01. Facility . On the terms and conditions hereinafter set forth and without recourse to the Originator (except to the extent specifically provided herein), the Originator shall sell to the Purchaser all of its right, title and interest in, under and to all Assets due or acquired from each Designated CNB Customer from time to time and all Related Property with respect thereto, and the Purchaser shall purchase from the Originator all such Assets and Related Property of the Originator from time to time, in each case during the period from the date hereof to the Facility Termination Date.

SECTION 2.02. Making Purchases .

(a) Initial Purchase . The Originator shall give the Purchaser at least one Business Day’s notice of their request for the initial Purchase, which request shall specify the date of such Purchase (which shall be a Business Day on or after the date on which the conditions precedent set forth in Section 3.01 of the Purchase Agreement shall have been satisfied) and the proposed Purchase Price for such Purchase. The Purchaser shall promptly notify the Originator whether it has determined to make such Purchase. On the date of such Purchase, the Purchaser shall pay the Purchase Price for such Purchase in the manner provided in Section 2.02(c) . Effective upon such payment, the Originator hereby sells, conveys, transfers and assigns to the Purchaser all Assets and Related Property in existence as of the close of business on the Business Day immediately prior to the Initial Purchase Date (the “ Initial Cutoff Date ”).

(b) Subsequent Purchases . On each Business Day following the Initial Purchase Date until the Facility Termination Date, unless either party shall notify the other party to the contrary, the Originator shall sell to the Purchaser and the Purchaser shall purchase from the Originator, all Assets and Related Property owned by the Originator existing as of the close of business on the immediately preceding Business Day which have not previously been sold to the Purchaser. Each Purchase described herein shall automatically occur at 12:00 p.m. (New York time) on the date of such Purchase without any further action on the part of any party hereto. The Purchaser shall pay the Purchase Price for such Purchase in the manner provided in Section 2.02(c) . Effective on each Purchase Date, the Originator hereby sells, conveys, transfers

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and assigns to the Purchaser all Assets and Related Property not previously sold, conveyed, transferred or assigned to the Purchaser.

(c) Payment of Purchase Price .

(i) The Purchase Price for each Purchase of Assets and Related Property that are in existence on the Initial Cutoff Date shall be payable in full by the Purchaser to the Originator on the Initial Purchase Date, and shall be paid to the Originator in the following manner:

(A) first , by delivery of immediately available funds, to the extent of funds made available to the Purchaser in connection with a sale of Asset Interests under the Purchase Agreement or other cash on hand; and

(B) second , by accepting such Assets and Related Property (or the relevant portion thereof) as a capital contribution to the Purchaser’s capital in an amount equal to the remaining unpaid balance of such Purchase Price.

(ii) Each Asset, and the Related Property with respect thereto, coming into existence or acquired after the Initial Cutoff Date shall be sold or contributed to the Purchaser on the Business Day immediately following the day such Asset was originated or acquired by the Originator and the Purchase Price for such Asset and Related Property shall be due and owing in full by the Purchaser to the Originator on such Business Day (except that the Purchaser may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by the Originator to the Purchaser hereunder and which have become due but remain unpaid) and shall be paid to the Originator in the following manner:

(A) first , by delivery of immediately available funds, to the extent of funds made available to the Purchaser in connection with a sale of Asset Interests under the Purchase Agreement or other cash on hand; and

(B) second, by accepting such Asset and Related Property (or the relevant portion thereof) as a contribution to the Purchaser’s capital in an amount equal to the remaining unpaid balance of such Purchase Price; provided , that no such capital contribution shall be made from and after the Facility Termination Date.

(d) Settlement of Purchase Price . Although the Purchase Price for each Asset, and the Related Property with respect thereto, coming into existence or acquired after the Initial Cutoff Date shall be paid in full by the Purchaser to the Originator on the date such Asset and Related Property is purchased, a precise reconciliation of the Purchase Price between the Purchaser and the Originator shall be effected on each Weekly Settlement Date with respect to all Assets and Related Property transferred during the calendar week most recently ended prior to such Weekly Settlement Date and based on the information contained in the Asset Interest Report most recently delivered by the Servicer pursuant to the Purchase Agreement for such

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calendar week. Although such reconciliation shall be effected on Weekly Settlement Dates, any contribution of capital by the Originator to Purchaser made pursuant to Section 2.02(c) shall be deemed to have occurred and shall be effective as of the date that the Purchase Price is paid.

(e) Capital Contributions . Each contribution of an Asset and Related Property by the Originator to the Purchaser shall be deemed to be a Purchase of such Asset and Related Property by the Purchaser for all purposes of this Agreement. The Purchaser hereby acknowledges that the Originator shall have no obligation to make further capital contributions to the Purchaser, in respect of the Originator’s equity interest in the Purchaser or otherwise, in order to provide funds to pay the Purchase Price to the Originator under this Agreement or for any other reason.

(f) Ownership of Assets and Related Property . On each Purchase Date, after giving effect to the Purchase on such date, the Purchaser shall own all Assets originated or acquired by the Originator as of the close of business on the Business Day immediately prior thereto (including Assets which have been previously sold to the Purchaser hereunder) and all other Related Property with respect thereto. Each sale of Assets and Related Property hereunder is made without recourse; provided, however , that (i) the Originator shall be liable to the Purchaser for all representations, warranties and covenants made by the Originator hereunder and (ii) such sale does not constitute and is not intended to constitute an assumption by the Purchaser or its assignee thereof of the Originator or other Person arising in connection with the Transferred Assets or Related Property or any other obligations or liabilities of the Originator.

(g) Intention is an Irrevocable Transfer; Grant of Security Interest . It is the intention of the parties hereto that each Purchase to be made hereunder shall be absolute and irrevocable and will provide the Purchaser with the full risks and benefits of ownership of the Transferred Assets and Related Property so purchased (such that the Transferred Assets and Related Property would not constitute property of the Originator’s estate in the event of the Originator’s bankruptcy or receivership) and shall constitute a “sale” of “payment intangibles” as such terms are used in Article 9 of the UCC of the State of New York, to the extent applicable, and not a loan secured by such Transferred Assets and Related Property. In the event that, contrary to the mutual intent of the Originator and the Purchaser, any Purchase of Transferred Assets and Related Property hereunder is not characterized as a sale but rather as a collateral transfer for security (or the transactions contemplated hereby are characterized as a financing transaction), it is the intent of the parties hereto that this Agreement shall constitute a security agreement under applicable law and that such Purchase shall be deemed to be a secured financing, secured by a security interest in all of the Originator’s right, title and interest now or hereafter existing and hereafter arising in, to and under all Transferred Assets and Related Property and all Proceeds thereof (collectively, the “ Originator Collateral ”). In addition to and not in limitation of any other rights acquired by the Purchaser hereunder, the Originator hereby grants to the Purchaser a security interest in all of the Originator’s right, title and interest now or hereafter existing in, to and under the Originator Collateral to secure the repayment of all amounts due and owing by the Originator to the Purchaser hereunder with accrued interest thereon, if applicable, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent (such amounts the “ Secured Obligations ”).

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SECTION 2.03. Collections .

(a) In the event that the Originator believes that funds which are not Collections of Transferred Assets have been deposited into an account of the Purchaser or the Purchaser’s assignee, the Originator shall notify the Servicer who shall so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all funds so deposited which are identified to the Purchaser’s satisfaction to the Originator.

(b) If on any day any Transferred Asset becomes (in whole or in part) a Diluted Asset, the Originator shall be deemed to have received on such day a Collection of such Transferred Asset in the amount of such Diluted Asset. The Originator shall pay to the Purchaser on or prior to the next Business Day all amounts deemed to have been received pursuant to this subsection.

(c) Upon discovery by the Originator or the Purchaser of any breach of the representation and warranty made in Section 3.01(j) with respect to any Transferred Asset, the party discovering the same shall give prompt written notice thereof to the other parties hereto. The Originator shall, on the Business Day following such notice, repurchase the affected Transferred Asset, at the option of the Originator, either (i) by making a cash payment to the Purchaser in an amount equal to the Repurchase Price (defined below), or (ii) so long as no “Event of Termination” under, and as defined in, the Purchase Agreement has occurred, and no Asset Interest Excess exists under (and as defined in) the Purchase Agreement, by transferring ownership of a new Eligible Asset to the Purchaser on such Business Day having an Outstanding Balance at least equal to the Repurchase Price. The “ Repurchase Price ” for any Transferred Asset to be repurchased under this Section 2.03(c) shall equal the Purchase Price paid for such Asset by the Purchaser minus Collections received in respect thereof minus any payments or offsets made by the Originator to the Purchaser in respect of Deemed Collections relating to such Transferred Asset. Simultaneously upon the payment to the Purchaser, or transfer to the Purchaser of Eligible Assets in respect of, the Repurchase Price for any such repurchased Transferred Asset, such Transferred Asset and all Related Property relating solely to such Transferred Asset shall automatically be reconveyed by the Purchaser to the Originator without any further action by the Purchaser or any other Person, and the Purchaser shall have no further rights with respect thereto. Each party hereto shall, at the Originator’s expense, take any action the other party may reasonably request to further evidence such reconveyance. The Originator�