AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT

Security Agreement

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Title: AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT
Governing Law: New York Date: 6/5/2008
Industry: Misc. Financial Services Law Firm: Nutter McClennen;Proskauer Rose Sector: Financial

AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT, Parties: centerline mortgage partners inc. , centerline mortgage capital inc.

EXHIBIT 10.1

EXECUTION COPY

AMENDED AND RESTATED

WAREHOUSING CREDIT AND SECURITY AGREEMENT

AMONG

CENTERLINE MORTGAGE CAPITAL INC.,

a Delaware corporation

AND

CENTERLINE MORTGAGE PARTNERS INC.,

a Delaware corporation

AND

BANK OF AMERICA, N.A., as Agent

AND

THE LENDERS PARTY HERETO

Dated as of May 30, 2008

TABLE OF CONTENTS

Page

1.	DEFINITIONS.		1
	1.1.	Defined Terms	1
	1.2.	Other Definitional Provisions	12
	1.3.	Accounting Principles	14
2.	THE CREDIT.		14
	2.1.	The Commitment.	14
	2.2.	Procedures for Obtaining Advances.	15
	2.3.	Notes	15
	2.4.	Interest.	15
	2.5.	Principal Payments.	16
	2.6.	Expiration of Commitment	18
	2.7.	Payments	19
	2.8.	Loan Fees.	19
	2.9.	Reserved.	20
	2.10.	Increased Costs; Capital Requirements	20
	2.11.	Taxes.	21
3.	COLLATERAL.		22
	3.1.	Grant of Security Interest	22
	3.2.	Authenticated Record	24
	3.3.	Release of Security Interest in Pledged Assets.	24
	3.4.	Delivery of Collateral Documents.	25
	3.5.	Collection and Servicing Rights	26
	3.6.	Return or Release of Collateral at End of Commitment	26
4.	CONDITIONS PRECEDENT.		26
	4.1.	Initial Advance	26
	4.2.	Each Advance	29
5.	REPRESENTATIONS AND WARRANTIES.		30
	5.1.	Organization; Good Standing; Subsidiaries	30
	5.2.	Authorization and Enforceability	30
	5.3.	Financial Condition	31
	5.4.	Litigation	31
	5.5.	Compliance with Laws	31
	5.6.	Regulation U and X	31
	5.7.	Holding Company and Investment Company Act	31
	5.8.	Agreements	32
	5.9.	Title to Properties	32
	5.10.	ERISA	32

	5.11.	Eligibility	33
	5.12.	Special Representations Concerning Collateral	33
	5.13.	Franchises, Patents, Copyrights, etc	36
	5.14.	Proper Names	36
	5.15.	Direct Benefit From Loans	36
	5.16.	Loan Documents Do Not Violate Other Documents	37
	5.17.	Continuing Authority of Authorized Representatives	37
	5.18.	Consents Not Required	37
	5.19.	Material Fact Representations	37
	5.20.	Place of Business	38
	5.21.	Tax Returns and Payments	38
	5.22.	Certain Transactions	38
	5.23.	No Broker or Finder	38
	5.24.	Special Representations Concerning Servicing Portfolio	39
	5.25.	Special Representations Concerning FHA Mortgage Loans	39
	5.26.	Ownership, Subsidiaries and taxpayer identification numbers.	40
	5.27.	Material Adverse Change	40
	5.28.	Ongoing Representations and Warranties	40
6.	AFFIRMATIVE COVENANTS.		40
	6.1.	Payment of Notes	40
	6.2.	Financial Statements and Other Reports	41
	6.3.	Maintenance of Existence; Conduct of Business	42
	6.4.	Compliance with Applicable Laws	42
	6.5.	Inspection of Properties and Books	42
	6.6.	Notice	43
	6.7.	Payment of Debt, Taxes, etc	43
	6.8.	Insurance	43
	6.9.	Closing Instructions	44
	6.10.	Other Loan Obligations	44
6.11.	Accounts. Maintain the Operating Account, the Funding Account, and the Cash Collateral Account with Agent		44
	6.12.	Special Affirmative Covenants Concerning Collateral.	44
	6.13.	Appraisals of Servicing Portfolio	45
	6.14.	Cure of Defects in Loan Documents	45
	6.15.	Charging Accounts	46
7.	NEGATIVE COVENANTS.		46
	7.1.	Merger; Acquisitions	46
	7.2.	Loss of Eligibility	47
	7.3.	Tangible Net Worth (CMC)	47
	7.4.	Tangible Net Worth (CMP)	47
	7.5.	Liquidity (CMC)	47
	7.6.	Liquidity (CMP)	47

	7.7.	Limits on Corporate Distributions	47
	7.8.	Loans and Advances	47
	7.9.	No Investments Except Approved Investments	48
	7.10.	Charter Documents and Business Termination.	48
	7.11.	Reserved.	48
	7.12.	No Sales, Leases or Dispositions of Property	48
	7.13.	Changes in Business or Assets	49
	7.14.	Changes in Office Location	49
	7.15.	Special Negative Covenants Concerning Collateral.	49
	7.16.	No Indebtedness	49
	7.17.	No Liens	50
	7.18.	Pledge of Servicing Contracts	52
	7.19.	Recourse Servicing Contracts	52
	7.20.	Gestation Agreements	52
	7.21.	Minimum Servicing Portfolio	52
	7.22.	Maximum Serviced Loans Delinquencies	52
	7.23.	Subsidiaries	52
8.	DEFAULTS; REMEDIES.		53
	8.1.	Events of Default	53
	8.2.	Remedies.	56
	8.3.	Application of Proceeds	59
	8.4.	Agent Appointed Attorney-in-Fact	60
	8.5.	Right of Offset	60
	8.6.	Waivers	60
	8.7.	Performance by Agent	61
	8.8.	No Responsibility	61
	8.9.	No Waiver	61
	8.10.	Cumulative Rights	61
9.	NOTICES.		62
10.	REIMBURSEMENT OF EXPENSES; INDEMNITY.		63
	10.1.	Reimbursement of Expenses and Indemnification by Borrower	63
	10.2.	INDEMNIFICATION BY THE BORROWER	64
	10.3.	INDEMNIFICATION BY THE LENDERS	64
11.	THE AGENT AND THE LENDERS		66
	11.1.	Rights, Duties and Immunities of the Agent.	66
	11.2.	Respecting Loans and Payments.	70
	11.3.	Assignment and Participation.	73
	11.4.	Administrative Matters.	75
	11.5.	Commitment Increases.	77
12.	MISCELLANEOUS.		78

iii

12.1.	Confidentiality	78
12.2.	Governing Law	79
12.3.	Relationship of the Parties	79
12.4.	Severability	80
12.5.	Usury	80
12.6.	Consent to Jurisdiction	81
12.7.	ADDITIONAL INDEMNITY	81
12.8.	No Waivers Except in Writing	82
12.9.	WAIVER OF JURY TRIAL	82
12.10.	Multiple Counterparts	82
12.11.	No Third Party Beneficiaries	83
12.12.	RELEASE OF LIABILITY	83
12.13.	Patriot Act	83
12.14.	Setoff	83
12.15.	Entire Agreement; Amendment	84
12.16.	Replacement Documentation	85
12.17.	Survival	85
12.18.	Claims Against Agent or Lenders.	85
12.19.	Obligations Absolute	86
12.20.	Time Of the Essence	86
12.21.	Monthly Statements	86
12.22.	Joint and Several Obligations	86

AMENDED AND RESTATED

WAREHOUSING CREDIT AND SECURITY AGREEMENT

This Amended and Restated Warehousing Credit and Security Agreement (this “Agreement”), is dated as of May 30, 2008, by and among Centerline Mortgage Capital Inc., a Delaware corporation, Centerline Mortgage Partners Inc., a Delaware corporation, the lenders from time to time party hereto as defined on Schedule 1 (together with any successors and assigns thereof, being hereinafter referred to individually as a “Lender” and collectively as the “Lenders”) and Bank of America, N.A., in its capacity as one of the Lenders and as agent (it and its successors in that capacity called the “Agent”) for the Lenders.

Reference is hereby made to the following:

WHEREAS, Centerline Mortgage Capital Inc., Centerline Mortgage Partners Inc., and Citicorp USA, Inc. entered into that certain Warehousing Credit and Security Agreement dated as of May 31, 2007 (as amended from time to time, the “Prior Agreement”);

WHEREAS, pursuant to an Assignment and Acceptance dated as of December 27, 2007, Bank of America, N.A. succeeded to Citicorp USA, Inc.’s rights and obligations under the Prior Agreement; and

WHEREAS, the Lenders, the Agent, Centerline Mortgage Capital Inc. and Centerline Mortgage Partners Inc. desire to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the amount and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

1. DEFINITIONS.

1.1. Defined Terms . Capitalized terms defined below or elsewhere in this Agreement (including the exhibits hereto) shall have the following meanings:

“ Additional Lender ” means a Person admitted as a Lender under this Agreement by the terms of an amendment hereto.

“ Advance ” means a disbursement by the Lenders under the Commitment pursuant to Article 2 of this Agreement.

“ Advance Date ” means, for any Advance, the date it is disbursed.

“ Advance Rate ” has the meaning set forth in Exhibit B hereof.

“ Advance Request ” has the meaning set forth in Section 2.2(a) hereof.

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“ Affiliate ” of any Person means (a) any other Person which, directly or indirectly, controls, is controlled by, or is under common control with such Person or (b) any other Person who is director or officer (i) of such Person or (ii) of any Person described in the preceding clause (a). For purposes of this definition “control” (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise or owning or possessing the power to vote ten percent (10%) or more of any class of voting securities of any Person. Without limiting the generality of the foregoing, for purposes of this Agreement, Borrower and each of its respective Subsidiaries shall be deemed to be Affiliates of one another.

“ Agency ” means Fannie Mae, Freddie Mac or Ginnie Mae.

“ Agency Security ” means a Mortgage-backed Security issued or guaranteed by any Agency.

“ Agent ” means, at any time, Bank of America, N.A. or its successors acting as agent for Lenders under the Loan Documents.

“ Agreement ” means this Amended and Restated Warehousing Credit and Security Agreement, either as originally executed or as it may from time to time be supplemented, modified or amended.

“ Applicable Rate ” means, for any day, either (a) the Daily Floating LIBOR Rate for such day, plus one percent (1%), or (b) if the Daily Floating LIBOR Rate is unavailable (as described in the definition thereof), then the Prime Rate for such day.

“ Approved Custodian ” means a pool custodian or other Person designated by an Agency or that Agent deems acceptable, in its reasonable discretion, to hold Mortgage Loans for inclusion in a Mortgage Pool or to hold Mortgage Loans as agent for an Investor that has issued a Purchase Commitment for those Mortgage Loans.

“ Authorized Representatives ” has the meaning set forth in Section 5.17 hereof.

“ Borrower ” means CMC or CMP individually or collectively and jointly and severally.

“ Business Day ” means any day excluding Saturday, Sunday and any day on which Agent is closed for business. If any day on which a payment is due is not a Business Day, then the payment shall be due on the next day following which is a Business Day. Further, if there is no corresponding day for a payment in the given calendar month (i.e., there is no “February 30th”), the payment shall be due on the last Business Day of the calendar month.

“ Cash Collateral Account ” means the non-interest bearing demand checking account established and maintained with, and pledged to, Agent for the benefit of Lenders into which shall be deposited the proceeds from any sale of Collateral.

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“ CMC ” means Centerline Mortgage Capital Inc., a Delaware corporation, a Borrower hereunder.

“ CMP ” means Centerline Mortgage Partners Inc., a Delaware corporation, a Borrower hereunder.

“ Collateral ” has the meaning set forth in Section 3.1 hereof.

“ Collateral Documents ” means all of the documents and other items described on Exhibit C hereto and required to be delivered to the Agent in connection with an Advance.

“ Collateral Value ” means, as of any date of determination, (a) with respect to any Eligible Loan, the lesser of (1) the amount of the Advance permitted against such Eligible Loan under Exhibit B or (2) the Fair Market Value of such Eligible Loan; and (b) if Eligible Loans have been exchanged for Agency Securities, the lesser of (1) the amount of any Advances outstanding against the Eligible Loans backing the Agency Securities or (2) the Fair Market Value of the Agency Securities.

“ Commitment ” means the commitment of the Lenders to make Advances hereunder in an aggregate principal amount at any time outstanding that shall not exceed an amount equal to ONE HUNDRED AND FIFTY MILLION AND NO/100 DOLLARS ($150,000,000.00), subject to any increases or decreases of such amount pursuant to the terms of this Agreement; provided , however , that no Lender’s portion of such Advances may ever exceed its Commitment Amount.

“ Commitment Amount ” means, with respect to each Lender, the amount set forth opposite its name and so designated on Schedule 1 hereto, as the same may be amended and as that amount may be canceled or terminated under this Agreement.

“ Commitment Percentage ” means, at any time, for any Lender, the proportion (stated as a percentage) that its Commitment Amount bears to the total Commitment subject to any adjustment by the Agent pursuant to the terms of this Agreement.

“ Committed Purchase Price ” means for an Eligible Loan (a) the dollar price as set forth in the Purchase Commitment or, if the price is not expressed in dollars, the product of the Mortgage Note Amount multiplied by the price (expressed as a percentage) as set forth in a Purchase Commitment for the Eligible Loan, or (b) if the Eligible Loan is to be used to back an Agency Security, the product of the Mortgage Note Amount multiplied by the price (expressed as a percentage) as set forth in a Purchase Commitment for the Agency Security.

“ Compliance’s Certificate ” means a certificate executed on behalf of the Borrower by its chief financial officer or its treasurer or by such other officer as may be designated herein, in substantially the form of Exhibit D hereto.

“ Constituent Documents ” means, with respect to any Person, its articles or certificate of incorporation, constitution, bylaws, partnership agreements, organizational documents,

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limited liability company agreements, or such other document as may govern such entity’s formation or organization.

“ Daily Floating LIBOR Rate ” means, for each day, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Bloomberg (or other commercially available source providing quotations of BBA LIBOR as designated by the Agent from time to time) at approximately 11:00 a.m. (London time) on such day (if such day is a LIBOR Business Day) or the immediately preceding LIBOR Business Day (if such day is not a LIBOR Business Day), for U.S. dollar deposits with a term equivalent to one (1) month. If such rate is not available at such time for any reason, then the “Daily Floating LIBOR Rate” shall be the rate per annum determined by the Agent to be the rate at which deposits in U.S. dollars in same day funds in the approximate amount of the then outstanding principal balance of the Advances and with a term equivalent to one (1) month would be offered by the Agent’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) on such day (if such day is a LIBOR Business Day) or the immediately preceding LIBOR Business Day (if such day is not a LIBOR Business Day). If at any time the Agent’s London branch is not offering such rate, the Daily Floating LIBOR Rate shall be deemed to be unavailable. As used herein, “ LIBOR Business Day ” means a Business Day upon which commercial banks in London, England are open for domestic and international business.

“ Default ” means the occurrence of any event or existence of any condition which, but for the giving of Notice, the lapse of time, or both, would constitute an Event of Default.

“ Deficiency ” has the meaning set forth in Section 2.5(d) hereof.

“ Default Rate ” has the meaning set forth in Section 2.4(c) hereof.

“ Delinquent Lender ” has the meaning set forth in Section 11.2(g) hereof.

“ DUS Program ” means Fannie Mae’s Delegated Underwriting and Servicing Program.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of any Lender, and (c) any other Person approved by the Agent, which approval will not be unreasonably withheld, conditioned or delayed.

“ Eligible Loan ” means a Mortgage Loan that satisfies the conditions and requirements of Exhibit B and other applicable provisions of this Agreement for supporting an Advance.

“ Eligible Mortgage Pool ” means a Mortgage Pool for which (a) an Approved Custodian has issued its initial certification (on the basis of which an Agency Security is to be issued), (b) there exists a Purchase Commitment covering the related Agency Security, and (c) such Agency Security will be delivered to the Agent.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated thereunder, as amended from time to time and any successor statute.

“ ERISA Plan ” has the meaning set forth in Section 5.10 hereof.

“ Event of Default ” means the occurrence of any of the conditions or events set forth in Section 8.1 hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time and any successor statute.

“ Fair Market Value ” means, at any time for an Eligible Loan or a related Agency Security (if the Eligible Loan is to be used to back an Agency Security) as of any date of determination, (a) the Committed Purchase Price if the Eligible Loan is covered by a Purchase Commitment from Fannie Mae or Freddie Mac or the Eligible Loan is to be exchanged for an Agency Security and that Agency Security is covered by a Purchase Commitment from an Investor, or (b) otherwise, the market price for such Eligible Loan or Agency Security, determined by Agent based on market data for similar Mortgage Loans or Agency Securities and such other criteria as Agent deems appropriate in its sole discretion.

“ Fannie Mae ” means the Federal National Mortgage Association, a corporation created under the laws of the United States, and any successor thereto.

“ Fannie Mae DUS Mortgage Loan ” means a permanent Mortgage Loan on a Multifamily Property or other Mortgaged Property originated in compliance with Fannie Mae’s DUS Program.

“ Fannie Mae Loan Loss Reserves ” means reserves established by the Borrower to absorb estimated future losses related to Fannie Mae DUS Mortgage Loans sold by the Borrower to Fannie Mae.

“ Fannie Mae Reserve Account ” means that certain lender reserve account established in favor of Fannie Mae by the Borrower and maintained at US Bank pursuant to that certain the Amended and Restated Fannie Mae Delegated Underwriting and Servicing Master Loss Sharing Agreement dated as of September 30, 2005 by and among Fannie Mae, the Borrower and US Bank, as amended and in effect.

“ Fee Letter ” means that certain letter agreement of even date herewith between the Borrower and the Agent.

“ FHA ” means the Federal Housing Administration and any successor thereto.

“ FHA Construction Mortgage Loan ” means a FHA fully insured Mortgage Loan for the construction or rehabilitation of a Multifamily Property or other Mortgaged Property originated in compliance with FHA requirements applicable to such Mortgage Loan.

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“ FHA Project Mortgage Loan ” means a FHA fully insured Multifamily Mortgage Loan or other Mortgaged Property originated in compliance with FHA requirements applicable to such Mortgage Loan.

“ Freddie Mac ” means the Federal Home Loan Mortgage Corporation, a corporation created under the laws of the United States, and any successor thereto.

“ Freddie Mac Loan ” means a permanent Mortgage Loan on a Multifamily Property or other Mortgaged Property originated in compliance with Freddie Mac’s Program Plus Guide or shared risk program.

“ FICA ” means the Federal Insurance Contributions Act or any successor statute.

“ First Mortgage ” means a Mortgage that constitutes a first Lien on the real property covered by the Mortgage.

“ First Mortgage Loan ” means a Mortgage Loan secured by a First Mortgage.

“ Funding Account ” means the non-interest bearing demand checking account established with, maintained by, and pledged to Agent for the benefit of Lenders into which shall be deposited the proceeds of Advances, and from which funds shall be disbursed for the funding or acquisition of Mortgage Loans.

“ Future Commitment ” has the meaning set forth in Section 11.2(g) hereof.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“ Gestation Agreement ” means an agreement between the Borrower and any Person under which the Borrower agrees to sell or finance (a) a Pledged Loan prior to the date of purchase by an Investor, or (b) a Mortgage Pool prior to the date the Agency Security is issued.

“ Ginnie Mae ” means the Government National Mortgage Association and any successor thereto.

“ Hedging Arrangement ” means an arrangement designed to protect a Person from fluctuations in interest rates or asset values and not acquired by a Person for speculation.

“ HUD ” means the Department of Housing and Urban Development and any successor thereto.

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“ Indebtedness ” means all obligations, contingent and otherwise, that in accordance with GAAP should be classified upon the consolidated balance sheet of the Borrower and the Borrower’s Subsidiaries as liabilities, including in any event and whether or not so classified: (a) all obligations for borrowed money or other extensions of credit whether or not secured or unsecured, absolute or contingent, including, without limitation, unmatured reimbursement obligations with respect to letters of credit or guarantees issued for the account of or on behalf of the Borrower and its Subsidiaries and all obligations representing the deferred purchase price of property, (b) all obligations evidenced by bonds, notes, debentures or other similar instruments; (c) all liabilities secured by any mortgage, pledge, security interest, lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; and (d) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligations with respect to puts, swaps, and other similar undertakings, any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise, and the obligations to reimburse the issuer in respect of any letters of credit; and (e) that portion of all obligations arising under capital leases that is required to be capitalized on the consolidated balance sheet of the Borrower and its Subsidiaries; but excluding, in all events obligations arising under operating leases and accounts payable arising in the ordinary course of business, loan loss reserves, and deferred taxes.

“ Indemnified Liabilities ” has the meaning set forth in Article 10 hereof.

“ Information ” has the meaning set forth in Section 12.1 hereof.

“ Interim Date ” has the meaning set forth in Section 4.1(d) hereof.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, or any subsequent federal income tax law or laws, as any of the foregoing have been or may from time to time be amended.

“ Investment ” means the acquisition of any real or tangible personal property or of any stock or other security, any loan, advance, bank deposit, money market fund, contribution to capital, extension of credit (except for accounts receivable arising in the ordinary course of business and payable in accordance with customary terms), or purchase or commitment or option to purchase or otherwise acquire real estate or tangible personal property or stock or other securities of any party or any part of the business or assets comprising such business, or any part thereof, but excluding Mortgage Loans, Agency Securities, and any real property acquired on exercise of rights under a Mortgage Loan.

“ Investor ” means Fannie Mae, Freddie Mac, or any of the entities listed on Exhibit G attached hereto.

“ Late Charge ” has the meaning set forth in Section 2.4(d) hereof.

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“ Lender ” has the meaning set forth in the first paragraph of this Agreement.

“ Legal Requirements ” shall mean all applicable federal, state, county and local laws, by-laws, rules, regulations, codes and ordinances, and the requirements of any governmental agency or authority having or claiming jurisdiction with respect thereto, including, but not limited to, those applicable to any Pledged Assets, Fannie Mae, FHA, Freddie Mac, Ginnie Mae, zoning, subdivision, building, health, fire, safety, sanitation, the protection of the handicapped, and environmental matters and shall also include all orders and directives of any court, governmental agency or authority having or claiming jurisdiction with respect thereto.

“ Lien ” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

“ Loan ” has the meaning set forth in Section 2.1(a) hereof.

“ Loan Documents ” means this Agreement, the Notes, and each other document, instrument or agreement executed by the Borrower or any other Person in connection herewith or therewith, as any of the same may be amended, restated, renewed or replaced from time to time.

“ Majority Lenders ” means, at any date, the Lenders whose Commitment Amounts in the aggregate, total at least fifty-one percent (51%) of the Commitment; provided, however, that if at any time there are only two Lenders, Majority Lenders means all of the Lenders. A Delinquent Lender and its Commitment Amount shall be disregarded for purposes of determining Majority Lenders.

“ Master Credit Agreement ” means any agreement between Borrower and one or mortgagors under which Borrower makes Special Fannie Mae Mortgage Loans to those mortgagors secured by Mortgages on Multifamily Properties.

“ Material Adverse Change “ means a material adverse change (a) in the financial condition, business, affairs or operations of the Borrower, (b) with respect to the value of a material portion of the Collateral, or (c) affecting the validity and enforceability of this Agreement or the Loan Documents against the Borrower, which, in each case, is reasonably likely to or, for purposes of Sections 4.1(n), 4.2(f) and 8.1(q), in Agent’s reasonable judgment may, jeopardize the ability of the Borrower to pay or perform the Obligations.

“ Maturity Date ” means the earlier of May 29, 2009 or the date upon which the whole of the Commitments are terminated or the Loan is accelerated in accordance with applicable provisions of this Agreement.

“ Maximum Rate ” has the meaning set forth in Section 13.9 hereof.

“ Mortgage ” means a mortgage, deed of trust, deed to secure debt or other form of mortgage instrument, appropriate and effective for the U.S. jurisdiction where the real estate is

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located to create, perfect and maintain in full force and effect a first or second or third, as permitted by any Agency in connection with its Purchase Commitment of any Eligible Loan, priority mortgage lien against it, securing a Mortgage Note and granting a perfected first or second or third, as permitted by any Agency in connection with its Purchase Commitment of any Eligible Loan, priority lien on real, personal, or mixed property consisting of land, improvements and other property more particularly described therein.

“ Mortgage-backed Securities ” means securities that are secured or otherwise backed by Mortgage Loans.

“ Mortgage Loan ” means any loan evidenced by a Mortgage Note.

“ Mortgage Note ” means a note secured by a Mortgage.

“ Mortgage Note Amount ” means, as of the date of determination, the then outstanding unpaid principal amount of a Mortgage Note.

“ Mortgage Pool ” means a pool of Mortgage Loans that were warehoused with the Agent, on the basis of which there is to be issued a Mortgage-backed Security.

“ Mortgaged Property ” means the property, real, personal, tangible or intangible, securing a Mortgage Note.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is maintained for employees of the Borrower or a Subsidiary of the Borrower.

“ Multifamily Mortgage Loan ” means a Mortgage Loan secured by a Mortgage on improved Multifamily Property.

“ Multifamily Property ” means real property containing or which will contain more than four (4) dwelling units and as more particularly defined by the regulations promulgated by HUD.

“ Note ” means any promissory note delivered by Borrower to a Lender, Eligible Assignee, Additional Lender or Increase Lender pursuant to Section 2.3, Section 11.3 or Section 11.5 hereof, each in the form attached hereto as Exhibit E , and any promissory note delivered by Borrower to a Lender in connection with a Temporary Increase, each in substantially the form attached hereto as Exhibit A to Exhibit H-2 (with such changes as the Agent, in its sole discretion, shall deem necessary), together with all renewals, modifications and extensions thereof.

“ Notices ” has the meaning set forth in Article 9 hereof.

“ Obligations ” means any and all indebtedness, obligations, and liabilities of the Borrower to each Lender and the Agent (whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or

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contingent, liquidated or unliquidated, and whether or not from time to time decreased or extinguished and later increased, created or incurred), arising out of or related to the Loan Documents, or any of them, and any renewals, extensions, modifications, enlargements, reinstatements or rearrangements thereof, and for Automated Clearing House exposure and liabilities and obligations under the Borrower’s other cash management arrangements and account agreements with the Agent or a Lender, and under any Hedging Arrangements between the Borrower and the Agent or any Lender (or any Affiliate of the Agent or any Lender) solely with respect to Advances made hereunder.

“ Operating Account ” means a demand deposit account maintained at Agent in the name of the Borrower to be charged from time to time for payment of the Obligations, and designated for funding that portion of each Eligible Loan not funded by an Advance made against that Eligible Loan and for returning any excess payment from an Investor for a Pledged Asset.

“ Other Fannie Mae Mortgage Loan ” means a permanent Mortgage Loan on a Multifamily Property or other Mortgaged Property in compliance with and covered by a Purchase Commitment issued by Fannie Mae (other than a Fannie Mae DUS Mortgage Loan or a Special Fannie Mae Mortgage Loan).

“ Permitted Intercompany Subordinated Debt ” means indebtedness owed by the Borrower and/or one or more of its Subsidiaries to an Affiliate (other than one another), which indebtedness has a maturity date which is later than the Maturity Date, and which is subordinate to the Obligations pursuant to a subordination agreement reasonably satisfactory to the Agent.

“ Person ” means and includes natural persons, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and federal and state governments and agencies or regulatory authorities and political subdivisions thereof.

“ Pledged Assets ” means, collectively, Pledged Loans and Pledged Securities.

“ Pledged Hedging Accounts ” has the meaning set forth in Section 3.1(h) hereof.

“ Pledged Hedging Arrangement ” has the meaning set forth in Section 3.1(h) hereof.

“ Pledged Loans ” has the meaning set forth in Section 3.1(b) hereof.

“ Pledged Securities ” has the meaning set forth in Section 3.1(c) hereof.

“ Prepaid Principal ” has the meaning set forth in Section 2.5(b) hereof.

“ Prime Rate ” means the per annum rate of interest so designated from time to time by the Agent as its prime rate. The Prime Rate is a reference rate and does not necessarily

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represent the lowest or best rate being charged to any customer. Changes in the Prime Rate shall be effective on the date the Agent announces a change in its “prime” or “base” rate.

“ Purchase Commitment ” a written commitment, in form and substance reasonably satisfactory to Agent, issued in favor of any the Borrower by an Investor under which that Investor commits to purchase Pledged Assets.

“ Rating Agencies ” means Standard & Poor’s, Moodys, or any other nationally recognized Person reasonably acceptable to Agent in the business of rating creditworthiness.

“ Receivables ” has the meaning set forth in Section 3.1(g) hereof.

“ Release Amount ” has the meaning set forth in Section 3.3(f) hereof.

“ Register ” has the meaning set forth in Section 11.3(b) hereof.

“ Serviced Loans ” means each of those loans secured by a mortgage lien on a multi-family residential property, health care facility, senior citizen facility or other property, with respect to which the Borrower provides servicing or subservicing (but only if such subservicing is technically styled as subservicing but is performed under a contract directly between the Borrower and Fannie Mae, Freddie Mac or Ginnie Mae) pursuant to a Servicing Contract.

“ Servicing Contract ” means each direct agreement with the owner of the subject Serviced Loans, as it may be amended from time to time, pursuant to which the Borrower services Serviced Loans.

“ Servicing Portfolio ” means the portfolio of Servicing Contracts pursuant to which the Borrower has the rights to service Serviced Loans.

“ Servicing Rights ” means all rights of the Borrower as a servicer or subservicer (but only if such subservicing is technically styled as subservicing but is performed under a contract directly between the Borrower and Fannie Mae, Freddie Mac or Ginnie Mae) of Serviced Loans.

“ Special Fannie Mae Mortgage Loan ” means a permanent Mortgage Loan on one or more Multifamily Properties originated by Borrower under a Master Credit Facility Agreement and evidenced by one or more Mortgage Notes in the possession of Fannie Mae.

“ Statement Date ” has the meaning set forth in Section 4.1(d) hereof.

“ Subordinated Debt ” means, with respect to any Person, all Indebtedness of such Person, for borrowed money, which is, by its terms (which terms shall have been approved by the Majority Lenders) or by the terms of a subordination agreement, in form and substance satisfactory to the Majority Lenders, effectively subordinated in right of payment to the Obligations.

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“ Subsidiary ” means any corporation, association or other business entity in which more than fifty percent (50%) of the total voting power or shares of stock entitled to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of that Person or a combination thereof.

“ Tangible Net Worth ” means, as to the Borrower (on a non-consolidated basis), as of the date of determination, the excess of such Persons’ Total Assets over Total Liabilities, MINUS intangible assets, PLUS, to the extent not otherwise included in determining “Tangible Net Worth” (i) Fannie Mae Loan Loss Reserves, (ii) Servicing Contracts valued at the lesser of book value or fair market value, and (iii) any Permitted Intercompany Subordinated Debt. For purposes of calculating the Tangible Net Worth of the Borrower and its Subsidiaries, advances or loans to shareholders, directors, officers, employees or Affiliates, investments in Affiliates, assets pledged to secure any liabilities not included in the Indebtedness of such Persons, intangible assets, those other assets that would be deemed by HUD to be non-acceptable in calculating adjusted net worth in accordance with its requirements in effect as of that date, as those requirements appear in “Consolidated Audit Guide for Audits of HUD Programs,” and other assets Agent deems unacceptable, in its sole discretion, shall be excluded from such Person’s Total Assets.

“ Temporary Increase ” has the meaning set forth in Section 11.6(a) hereof.

“ Total Assets ” means, at the time of determination, all assets of the Borrower (on a non-consolidated basis) determined in accordance with GAAP applied in a manner consistent with the most recent audited financial statements delivered pursuant to the Agreement.

“ Total Liabilities ” means as to the Borrower (on a non-consolidated basis), as of the date of determination, all liabilities of the Borrower determined in accordance with GAAP applied in a manner consistent with the most recent audited financial statements delivered pursuant to the Agreement and, whether or not so classified, all redemption obligations, and off-balance sheet financial transactions as to which there is recourse to the Borrower.

“ Trust Receipt ” means a trust receipt in a form approved by the Agent and pursuant to which the Agent may deliver any document relating to the Collateral to the Borrower for correction or completion.

“ UCC ” means the Uniform Commercial Code in effect in the state of New York, or any other applicable jurisdiction.

1.2. Other Definitional Provisions . Unless otherwise specified in the Loan Documents:

(a) References in a Loan Document to “Sections,” “Exhibits,” and “Schedules” are to sections, exhibits, and schedules in and to such Loan Document.

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(b) References in a Loan Document to any document, instrument, or agreement (i) shall include all exhibits, schedules, and other attachments thereto, (ii) shall include all documents, instruments, or agreements issued or executed in replacement or restatement thereof, to the extent permitted hereby, and (iii) shall mean such document, instrument, or agreement, or replacement or predecessor thereto, as amended, supplemented, restated, or otherwise modified from time to time to the extent permitted hereby and in effect at any given time.

(c) Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, the feminine, and the neuter.

(d) Unless explicitly set forth to the contrary, a reference to a “Subsidiary” means a Subsidiary of the Borrower or a Subsidiary of such Subsidiary, and a reference to an “Affiliate” means a reference to an Affiliate of the Borrower.

(e) Titles and captions of Sections, subsections, and clauses in any Loan Document are for convenience only, and neither limit nor amplify the provisions of such Loan Document.

(f) Unless otherwise indicated, all references to time are references to Boston, Massachusetts, time.

(g) All references to money or dollars (including the symbol “$”) are to lawful currency of the United States.

(h) References to “including” mean including without limiting the generality of any description preceding that word.

(i) The rule of construction providing that references to general items following references to specific items are limited to the same type or character of those specific items is not applicable in the Loan Documents.

(j) References to any Person include that Person’s heirs, personal representatives, successors, trustees, receivers, and permitted assigns.

(k) References to any Legal Requirement include every amendment or supplement to it, rule and regulation adopted under it, and successor or replacement for it.

(l) References in any of the Loan Documents to any property being pledged to the Agent or any Liens or security interests being granted to or held by the Agent (or required so to be) shall mean, respectively, pledged to, granted to or held by Agent for itself as Lender and as agent for the other Lenders.

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1.3. Accounting Principles . All accounting and financial terms used in the Loan Documents and the compliance with each financial covenant therein shall be determined in accordance with GAAP, and all accounting principles shall be applied on a consistent basis so that the accounting principles in a current period are comparable in all material respects to those applied during the preceding comparable period. The Borrower shall notify the Agent of any change in GAAP from that in effect on the date hereof which would in any way effect the operation of any covenant in any Loan Documents, whereupon, the Agent and the Borrower shall attempt for a reasonable period (not to exceed ten (10) Business Days unless the Agent and the Borrower agrees to extend such time period) to agree upon appropriate amendments to the affected covenants to eliminate such effect and to produce equivalent results, failing which, for purposes of calculating such financial covenants, GAAP will mean generally accepted accounting principles on the date just prior to the date on which any such change in GAAP became effective.

2. THE CREDIT.

2.1. The Commitment .

(a) Subject to the terms and conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, each Lender severally and not jointly agrees, from time to time during the period from the date hereof up to, but not including the Maturity Date, to make Advances to the Borrower, provided, however, that (1) the sum of the total aggregate principal amount outstanding at any one time of all such Advances shall not exceed the Commitment, and (2) no Lender’s portion of the Advances shall exceed such Lender’s Commitment Amount. The aggregate amount of all Advances outstanding from time to time hereunder may hereinafter collectively be referred to as the “Loan.” Within the Commitment, the Borrower may borrow, repay and reborrow. All Advances under this Agreement shall constitute a single indebtedness, and all of the Collateral shall be security for the Notes and for the performance of all the Obligations of the Borrower.

(b) Advances shall be used by the Borrower solely for the purpose of funding the origination of Eligible Loans as specified in the Advance Request, and none other, and shall be made at the request of the Borrower in the manner hereinafter provided in Section 2.2, against the pledge of such Mortgage Loans, and such other collateral as is set forth in Section 3.1 hereof as Collateral therefor.

(c) In addition to the limitations set forth in this Agreement, each Advance to fund an Eligible Loan shall be limited to the lesser of (x) the Mortgage Note Amount, or (y) the Committed Purchase Price amount.

(d) In the event at any time the outstanding principal balance of the Loan should exceed the lesser of (x) the Commitment or (y) the aggregate Collateral Value of all Eligible Loans against which Advances are then outstanding, the Borrower shall repay such excess amount on demand to the Agent so that the outstanding principal balance of the Loan is in compliance with the terms and provisions hereof.

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(e) The Lenders shall have no obligation to make any Advances hereunder to fund the origination of Fannie Mae DUS Mortgage Loans, Other Fannie Mae Mortgage Loans or Freddie Mac Loans if Standard & Poor’s reduces the credit rating of Fannie Mae (with respect to Fannie Mae DUS Mortgage Loans or Other Fannie Mae Mortgage Loans) or Freddie Mac (with respect to Freddie Mac Loans) to A or lower (or another Rating Agency reduces such credit rating to a comparable rating).

2.2. Procedures for Obtaining Advances .

(a) The Borrower may obtain an Advance hereunder, subject to the satisfaction of the conditions set forth in Sections 4.1 and 4.2 hereof, upon compliance with the procedures set forth in this Section 2.2 and in the applicable Exhibit C attached hereto and made a part hereof. Requests for Advances shall be initiated by the Borrower (i) by delivering to the Agent not later than 1 Business Day before the Business Day on which the Borrower desires the Advance, a completed and signed request for an Advance (an “Advance Request”) in the form of Exhibit A attached hereto and made a part hereof, The Agent shall have the right, on not less than three (3) Business Days’ prior Notice to the Borrower, to modify the form of the Advance Request or any exhibits hereto, subject to the prior written consent of the Borrower, not to be unreasonably withheld, and, as so modified, said Advance Request or exhibits shall be deemed a part hereof.

(b) Subject to the delivery of an Advance Request, and the satisfaction of the conditions set forth in Sections 4.1 and 4.2, the Borrower is entitled to obtain an Advance under this Agreement upon compliance with the procedures set forth in this Section and in the applicable Exhibit C , including delivery to the Agent of all required Collateral Documents.

(c) To make an Advance, the Agent shall credit the Borrower’s Funding Account upon compliance by the Borrower with the terms of this Agreement.

2.3. Notes . The Borrower’s obligation to pay the principal of, and accrued and unpaid interest on, all Advances made by the Lenders shall be evidenced by the Notes of the Borrower in favor of each Lender. All terms and provisions of the Notes are hereby incorporated herein.

2.4. Interest .

(a) Except as provided in Section 2.4(c) below, the unpaid amount of each Advance hereunder shall bear interest from the date of such Advance until paid in full, at the Applicable Rate.

(b) All interest shall be: (a) payable in arrears on the first day of each calendar month and on the Maturity Date; and (b) calculated on the basis of a 360 day year and the actual number of days elapsed. If Borrower does not pay interest when due following the invoice pursuant to Section 2.7, Borrower authorizes Agent to charge the Operating Account for the payment of accrued and unpaid interest for any calendar month; Agent shall notify Borrower of such charge.

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(c) Obligations not paid when due (whether at stated maturity, upon acceleration following the occurrence of an Event of Default or otherwise) shall bear interest, from the date due until paid in full, at a rate of interest (“Default Rate”) at all times equal a floating rate of interest which is equal two percent (2%) per annum over the Applicable Rate, said interest to be payable on demand by Agent.

(d) The Borrower shall pay, upon billing therefor, a “Late Charge” equal to five percent (5%) of the amount of any payment of principal, other than principal due at the Maturity Date (or the date on which the Agent accelerates the time for payment of the Loan after the occurrence of an Event of Default), interest, or other Obligations, which are not paid within ten (10) days of the due date thereof. Late Charges are: (a) payable in addition to, and not in limitation of, the Default Rate, (b) intended to compensate Agent and the Lenders for administrative and processing costs incident to late payments, (c) not interest, and (d) not subject to refund or rebate or credit against any other amount due.

(e) Notwithstanding any other provision of this Agreement, if, pursuant to this Agreement, the Agent debits the Borrower’s Operating Account to honor an item presented against the Operating Account and that debit or direction results in an overdraft, the Agent may, but in no event shall be obligated to, make an additional Advance to fund that overdraft (an “Overdraft Advance”). The Borrower shall pay the outstanding amount of any Overdraft Advance within one (1) Business Day after the date of the Overdraft Advance.

2.5. Principal Payments .

(a) Upon acceleration of the Loan, if the Loan has been accelerated by the Agent (or the Facility has been automatically terminated) upon an Event of Default, or at the Maturity Date, all accrued and unpaid interest, principal and other Obligations due with respect to the Loan shall be due and payable in full, and the principal balance and such other Obligations, but not unpaid interest, shall continue to bear interest at the Default Rate until so paid.

(b) The Borrower shall have the right to prepay the outstanding Advances in whole or in part, from time to time, without premium or penalty, provided that: (i) the Agent shall have actually received from the Borrower prior written Notice of (a) the Borrower’s intent to prepay, (b) the amount of principal which will be prepaid (the “Prepaid Principal”), and (c) the date on which the prepayment will be made; (ii) each prepayment shall be in a minimum amount of $1,000,000 or more (unless the prepayment retires the outstanding balance of a Warehouse Advance with respect to a particular Pledged Asset or the Loan in full); and (iii) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other Obligations relating specifically to the Prepaid Principal or which otherwise have become due and payable to the Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid.

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(c) The Borrower shall be obligated to pay to the Agent on behalf of the Lenders, without the necessity of prior demand or Notice from the Agent or any Lender, and the Borrower authorizes the Agent on behalf of the Lenders to charge the Operating Account or any other accounts of the Borrower in Agent’s possession for the amount of any outstanding Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events:

1. Upon the earlier to occur of (x) the payment of the Committed Purchase Price from an Investor with respect to any Pledged Asset or (y) that date which is ninety (90) days from the date of the funding of such Advance;

2. On the date an Advance was made if the Pledged Loan that was to have been funded by that Advance is not closed and funded;

3. Three (3) Business Days elapse from the date an Advance was made against a Pledged Loan, without receipt by the Agent of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or such Collateral Documents, upon examination by the Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and the Borrower fails to cure such non-compliance within three (3) Business Days after written Notice thereof;

4. Ten (10) Business Days elapse without the return of a Collateral Document delivered by the Agent to the Borrower under a Trust Receipt for correction or completion;

5. Three (3) Business Days after Borrower has received written Notice that a Pledged Loan is determined to have been originated or issued based on materially untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not the Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud;

6. On the date the Pledged Loan or a Lien prior to the Pledged Loan is defaulted and remains in default for a period of 60 days or more;

7. On the mandatory delivery date of the related Purchase Commitment if the related Pledged Asset has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated;

8. Three (3) Business Days after the date a Pledged Asset is rejected for purchase by an Investor unless another Purchase Commitment is provided within that 3 Business Day period;

9. On the date the Pledged Loan does not qualify as an Eligible Loan; and

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10. Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security.

(d) In addition to the payments required pursuant to Section 2.5(c), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Advance is outstanding against the Pledged Loan, the Borrower must pay to Agent, without the necessity of prior demand or Notice from Agent, the amount of the prepayment, to be applied against such Advance.

(e) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. The Borrower must give Notice to Agent (by telephone or electronic mail, and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of such Notice from the Borrower, Agent will apply any proceeds deposited into the Cash Collateral Account to the payment of the Advance related to the Pledged Assets identified by the Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Agent is entitled to rely upon the Borrower’s affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by the Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Advance against the Pledged Assets identified by the Borrower in its Notice (the “Deficiency”), the Borrower shall immediately deposit into the Cash Collateral Account the amount of such Deficiency in collected funds, and the Borrower authorizes Agent to charge the Borrower’s Cash Collateral Account for the amount deposited by the Borrower to cover such Deficiency to be applied against such Advance. As long as no Default exists, Agent will transfer into the Borrower’s Operating Account any excess payment from an Investor for Pledged Assets.

2.6. Expiration of Commitment . Unless extended or terminated earlier as permitted hereunder, the Commitment shall expire of its own term, and without the necessity of action by the Lenders or the Agent, at the close of business on the Maturity Date. However, the remainder of this Agreement shall remain in full force and effect until all amounts due on the Obligations have been paid in full. The Lenders have not made, and do not hereby make, any commitment to renew, extend, rearrange or otherwise refinance the outstanding and unpaid principal of the Notes or accrued interest thereon. In the event, however, the Lenders from time to time renew, extend, rearrange, increase and/or otherwise refinance any portion or all of any Obligation and any accrued interest thereon at any time, such refinancing shall be evidenced by appropriate promissory notes in form and substance satisfactory to the Lenders and, unless otherwise noted or modified at such time or times by the terms of such promissory note or any agreements executed in connection therewith, any such promissory notes and refinancing evidenced thereby shall be governed in all respects by the terms of this Agreement. Notwithstanding the foregoing, Borrower may terminate the Commitment upon not less than thirty (30) days prior written Notice to the Agent. All Obligations of the Borrower shall automatically become due and payable, without demand or Notice of any kind, on the effective

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date of such termination including, but not limited to, all Advances, accrued and unpaid interest, accrued and unpaid Non-Usage Fees and Agent’s Fees through the effective date.

2.7. Payments . Except as otherwise specifically provided herein, all payments hereunder shall be made to the Agent on behalf of the Lenders not later than the close of business on the date when due unless such date is a non-Business Day, in which case, such payment shall be due not later than 2:00 p.m. on the first Business Day thereafter, and shall be made in lawful money of the United States of America in immediately available funds. Any such payment made after 2:00 p.m. shall be deemed to be received on the next Business Day and, if applicable, interest thereon shall continue to accrue until such next Business Day. No Lender directly invoices Borrower for – and only Agent invoices Borrower for – interest under the Loan Documents. Agent may submit monthly billings reflecting payments due; however, any changes in the interest rate which occur between the date of billing and the due date may be reflected in the billing for a subsequent month. Neither the failure of Agent to submit a billing nor any error in any such billing shall excuse the Borrower from the obligation to make full payment of all the Borrower’s payment Obligations when due. All payments shall be applied first to the payment of all fees, expenses, and other amounts due to the Lenders under this Agreement (excluding principal and interest), then to accrued interest, and the balance on account of outstanding principal, provided, however, that after the occurrence and during the continuation of an Event of Default, payments will be applied to the Obligations as the Agent determines, subject to the provisions of Section 8.3.

2.8. Loan Fees .

(a) Commitment Fee . The Borrower shall pay the commitment fee described in the Fee Letter.

(b) Unused Fee . An unused fee in an amount equal to the Daily Unused Amount (if a positive number), multiplied by ten (10) basis points per annum. As used herein, “Daily Unused Amount” means the Commitment then in effect, minus the outstanding principal balance of the Advances. The unused fee shall be calculated for each day of a calendar quarter (or portion thereof) and shall be payable by the Borrower to the Agent (for the ratable benefit of the Lenders) quarterly in arrears on the last Business Day of June, September, and December and on the Maturity Date.

(c) Miscellaneous Fees . The Borrower shall pay to the Agent, promptly following an invoice therefor, miscellaneous fees including:

(i) Wire transfer fees customarily charged by the Agent;

(ii) Customary handling fees of $50 per transaction involving the Collateral;

(iii) Customary handling fees of $50 per transaction involving Mortgage-backed Securities; and

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(iv) An annual custody account fee of $3,500.

(d) Administrative Fees . If, for any reason, (a) the Borrower repays an Advance on the same day that it was made by the Lenders, or (b) the Borrower instructs Agent not to make a previously requested Advance after the Lenders have reserved funds or made other arrangements necessary to enable such Lenders to fund that Advance, Borrower agrees to pay to each Lender an administrative fee equal to one day of interest on that Advance at the Applicable Rate. Administrative fees are due and payable in the same manner as interest is due and payable under this Agreement.

2.9. Reserved .

2.10. Increased Costs; Capital Requirements . In the event there is a change after the date of this Agreement in any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change after the date of this Agreement in the governmental or judicial interpretation or application thereof, and such change:

(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender’s principal office is located);

(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder;

and the result of all of the foregoing taken as a whole is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, the Borrower shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as reasonably determined by such Lender with respect to this Agreement or Advances made hereunder or such Lender’s obligations hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify the Borrower through the Agent of the event by reason of which it has become so entitled and the Borrower shall pay such amount within fifteen (15) days thereafter. Notwithstanding the foregoing, the Borrower shall not be obligated to pay any such additional amounts attributable to the period (the “Excluded Period”) ending ninety (90) days prior to the date the Borrower receives written Notice of the law, order, regulation, directive, change or request by reason of which such additional amounts are payable, except to the extent such additional amounts accrued during the Excluded Period due to the retroactive application of such law, order, regulation, directive, change or

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request, in which case the limitation set forth in this sentence shall not apply. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through the Agent, to the Borrower shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section shall survive the payment of all other Obligations and the termination of this Agreement.

2.11. Taxes .

(a) Any and all payments by the Borrower to or for the account of the Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding , in the case of the Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “ Taxes ”). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Agent or any Lender, the Borrower shall also pay to the Agent or to such Lender, as the case may be, at the time interest is paid, such additional amount that the Agent or such Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed.

(d) The Borrower agrees to indemnify the Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or

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asserted by any jurisdiction on amounts payable under this Section) paid by the Agent and such Lender, (ii) amounts payable under Section 2.11(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Agent makes a demand therefor.

The Agreement of the Borrower contained in this Section 2.11 shall survive the expiration or termination of this Agreement and the payment in full of the Notes.

3. COLLATERAL.

3.1. Grant of Security Interest . As security for the payment of the Notes and for the payment and performance of all of the Borrower’s Obligations hereunder, the Borrower hereby assigns and transfers all of its rights, titles and interests in and to and grants a security interest to the Agent for the benefit of the Lenders in the following described property, whether now owned or hereafter acquired by the Borrower (the “Collateral”):

(a) All amounts advanced by Lenders to or for the account of the Borrower under this Agreement to fund a Mortgage Loan until that Mortgage Loan is closed and those funds disbursed.

(b) All Mortgage Loans, including all Mortgage Notes and Mortgages evidencing or securing those Mortgage Notes, and all assignments of the same, that from time to time are delivered or caused to be delivered to the Agent for the benefit of the Lenders, come into the possession, custody or control of the Agent for the purpose of assignment or pledge or in respect of which an Advance has been made by the Lenders hereunder (the “Pledged Loans”).

(c) All Mortgage-backed Securities that are created in whole or in part on the basis of Pledged Loans or are delivered or caused to be delivered to the Agent for the benefit of the Lenders, or are otherwise in the possession of the Agent or its agent, bailee or custodian as assignee, or pledged to the Agent, or for such purpose are registered by book-entry in the name of, the Agent (including delivery to or registration in the name of a third party on behalf of the Agent or any Lender) hereunder or in respect of which from time to time an Advance has been made by the Lenders hereunder (the “Pledged Securities”).

(d) All commitments issued by FHA to insure or guarantee any Mortgage Loans included in the Pledged Loans; all Purchase Commitments held by the Borrower covering Pledged Assets, and all proceeds from the sale of Pledged Assets to Investors pursuant to those Purchase Commitments; and all personal property, contract rights, servicing and servicing fees and income or other proceeds, amounts and payments payable to the Borrower whether as compensation or reimbursement, accounts or general intangibles of whatsoever kind relating to Pledged Assets, FHA Commitments and the Purchase Commitments (subject to any restrictions on the pledge thereof under the applicable requirements of Fannie Mae and Freddie Mac), and all other documents or instruments relating

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to Pledged Assets, including any interest of the Borrower in any fire, casualty or hazard insurance policies and any awards made by any public body or decreed by any court of competent jurisdiction for a taking or for degradation of value in any eminent domain proceeding as the same relate to Pledged Assets.

(e) All documents, instruments, files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records (including all information, records, tapes, data, programs, discs and cards necessary or helpful in the administration or servicing of the foregoing Collateral) and other information and data of the Borrower relating to the foregoing Collateral.

(f) All cash, whether now existing or acquired after the date of this Agreement, delivered to or otherwise in the possession of Agent or any Lender, or their respective agents, bailees or custodians (provided, that with respect to funds held by the Borrower in trust or escrow for any other Person with the Agent or any Lender, only the Borrower’s interest in earnings on such funds shall be Collateral) or designated on the books and records of the Borrower as assigned and pledged to Agent for the benefit of the Lenders, including all cash deposited in the Cash Collateral Account.

(g) All Accounts or General Intangibles (as those terms are defined in the New York Uniform Commercial Code owned by the Borrower (“Receivables”) related to the Collateral referenced in Sections 3.1(a) through and including 3.1(c) for the payment of money against (1) FHA or a private mortgage insurer under an FHA or private insurer’s mortgage insurance policy insuring payment of, or any other Person under any other agreement (excluding a Servicing Contract) relating to, all or part of a defaulted Mortgage Loan repurchased by the Borrower from an investor or out of a pool of Mortgage Loans serviced by the Borrower, (2) obligors and their accounts, or any Investor, insurer or guarantor covering, or out of the proceeds of any sale of or foreclosure sale in respect of, any Mortgage Loan being serviced by any Borrower, in either case, for the reimbursement of real estate taxes or assessments, or casualty or liability insurance premiums, paid by the Borrower in connection with Mortgage Loans and (3) obligors and their accounts, or any other Investor, insurer or guarantor under or in respect of, or out of the proceeds of any sale or foreclosure sale in respect of, any Mortgage Loans serviced by the Borrower for repayment of advances made by the Borrower to cover shortages in principal and interest payments.

(h) All Hedging Arrangements related to the Collateral referenced in Section 3.1(a) through and including 3.1(c) (“Pledged Hedging Arrangements”) and the Borrower’s accounts in which those Hedging Arrangements are held (“Pledged Hedging Accounts”), including all rights to payment arising under the Pledged Hedging Arrangements and the Pledged Hedging Accounts, except that Agent’s security interest in the Pledged Hedging Arrangements and Pledged Hedging Accounts is limited to benefits, including rights to payment, related to the Collateral.

(i) All Accounts, Chattel Paper, Instruments, General Intangibles, Certificated Securities, Uncertificated Securities, and Investment Property, as those terms are

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defined in the New York Uniform Commercial Code, arising from or relating to any of the foregoing Collateral.

(j) All cash and non-cash proceeds of the foregoing Collateral, including all dividends, distributions and other rights in connection with, and all additions to, modifications of and replacements for, the foregoing Collateral, and all products and proceeds of the foregoing Collateral, together with whatever is receivable or received when the foregoing Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including, without limitation, all rights to payment with respect to any cause of action affecting or relating to the foregoing Collateral or proceeds thereof.

(k) The Cash Collateral Account, the Funding Account, and the Operating Account, all amounts now or hereafter on deposit therein and all interest or other amounts now or hereafter accrued thereon.

3.2. Authenticated Record . This Agreement constitutes an authenticated record which authorizes the Agent to file such financing statements as the Agent determines as appropriate to perfect or protect the security interests created by this Agreement.

3.3. Release of Security Interest in Pledged Assets .

(a) Except as provided in Section 3.3(b) below, Pledged Loans will be released from Agent’s security interest only against payment to Agent of the Release Amount in connection with those Pledged Loans. If Pledged Loans are transferred to a pool custodian or an investor for inclusion in a Mortgage Pool and Agent’s security interest in the Pledged Loans included in the Mortgage Pool is not released before the issuance of the related Mortgage-backed Security, then that Mortgage-backed Security, when issued, is a Pledged Security, Agent’s security interest continues in the Pledged Loans backing that Pledged Security and Agent is entitled to possession of the Pledged Security in the manner provided in this Agreement.

(b) If Pledged Loans are transferred to an Approved Custodian and included in an Eligible Mortgage Pool, Agent’s security interest in the Pledged Loans included in the Eligible Mortgage Pool will be released upon the delivery of the Agency Security to Agent (including delivery to or registration in the name of a third party on behalf of Agent), and that Agency Security is a Pledged Security. Agent’s security interest in that Pledged Security will be released only against payment to Agent of the Release Amount in connection with the Mortgage Loans backing that Pledged Security.

(c) The Agent for the benefit of the Lenders has the exclusive right to possession of all Pledged Securities or, if Pledged Securities are issued in book-entry form or issued in certificated form and delivered to a clearing corporation (as such term is defined in the UCC) or its nominee, Agent has the right to have the Pledged Securities registered in the name of a securities intermediary (as such term is defined in the UCC) in an account containing only customer securities and credited to an account of Agent. Agent has no duty or

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obligation to deliver Pledged Securities to an Investor or to credit Pledged Securities to the account of an Investor or the Investor’s designee except against payment of the Release Amount for those Pledged Securities, unless the Agent shall have entered into a master agreement with such Investor on terms and conditions satisfactory to the Agent. The Borrower acknowledges that Agent may enter into one or more standing arrangements with securities intermediaries with respect to Pledged Securities issued in book entry form or issued in certificated form and delivered to a clearing corporation or its nominee, under which the Pledged Securities are registered in the name of the securities intermediary, and the Borrower agrees, upon request of Agent, to execute and deliver to those securities intermediaries the Borrower’s written concurrence in any such standing arrangements.

(d) If no Event of Default has occurred and is continuing, the Borrower may redeem a Pledged Loan or Pledged Security from Agent’s security interest by notifying Agent of its intention to redeem the Pledged Loan or Pledged Security from pledge and paying, or causing an Investor to pay, to Agent the Release Amount in connection with the Pledged Loan or the Pledged Loans backing that Pledged Security.

(e) If an Event of Default has occurred and is continuing, Agent may, with no liability to the Borrower or any Person, continue to release its security interest in any Pledged Asset against payment of the Release Amount in connection with that Pledged Asset.

(f) The amount (“Release Amount”) to be paid by the Borrower to obtain the release of Agent’s security interest in a Pledged Asset will be (1) unless and until an Event of Default occurs and is continuing, the principal amount of the Advances outstanding against the Pledged Asset, and (2) while an Event of Default exists, the full Committed Purchase Price therefor, or amount paid to Agent in a commercially reasonable disposition of that Pledged Asset by the Agent in the exercise of its rights and remedies under this Agreement.

3.4. Delivery of Collateral Documents .

(a) If no Event of Default has occurred and is continuing, the Agent will deliver documents relating to the Collateral to the Borrower for correction or completion under a Trust Receipt.

(b) If no Event of Default has occurred and is continuing, upon delivery by the Borrower to the Agent of shipping instructions pursuant to the applicable Exhibit C , the Agent will transmit Pledged Loans or Pledged Securities, together with all related loan documents and pool documents in the Agent’s possession, to the applicable Investor, Approved Custodian or other party acceptable to Agent in its sole discretion.

(c) Upon receipt of Notice from the Borrower, and payment of the Release Amount with respect to a Pledged Loan identified by the Borrower, Agent will release to the Borrower any Collateral Documents relating to the redeemed Pledged Loan or the Pledged Loans backing a Pledged Security that Agent has in its possession and that have not been delivered to an Investor or Approved Custodian.

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3.5. Collection and Servicing Rights . So long as no Event of Default shall have occurred and is continuing, the Borrower shall have a revocable and nontransferable license to service and retain subservicers, and receive and collect directly all sums payable to the Borrower in respect of the Collateral other than proceeds of any Purchase Commitment or proceeds of the sale of any Collateral. During the continuance of any Event of Default, the Agent or its designee may revoke such license by Notice to the Borrower (or its successor, trustee, or receiver) whereupon the Borrower’s rights to so service the Collateral shall terminate. Agent or its designee shall thereafter be entitled to service and receive and collect all sums payable to the Borrower in respect of the Collateral, and in such case (a) the Agent or its designee in its discretion may, in its own name or in the name of the Borrower or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so, (b) the Borrower shall, if the Agent so requests, forthwith deliver the credit files and the servicing files for the Collateral to the Agent or its designee and pay to the Agent, on behalf of the Lenders, at its principal office all amounts thereafter received by the Borrower upon or in respect of any of the Collateral, advising the Agent as to the source of such funds, and (c) all amounts so received and collected by the Agent shall be held by it for the benefit of the Lenders as part of the Collateral.

3.6. Return or Release of Collateral at End of Commitment . If (a) the Commitment shall have expired or been terminated, and (b) no Advances, interest or other Obligations evidenced by the Loan Documents or due under this Agreement shall be outstanding and unpaid, the Agent shall deliver or release all Collateral in its possession to the Borrower. The receipt of the Borrower for any Collateral released or delivered to the Borrower pursuant to any provision of this Agreement shall be a complete and full acquittance for the Collateral so returned, and the Agent and the Lenders shall thereafter be discharged from any liability or responsibility therefor.

4. CONDITIONS PRECEDENT.

4.1. Initial Advance . The obligation of the Lenders to make any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, on or before the date thereof, of the following conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the Initial Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance to the extent set forth in a supplemental agreement entered into between the Borrower and Agent:

(a) Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders.

(b) UCC, tax lien and judgment searches of the appropriate public records for the Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Agent or as permitted under this Agreement, or other than a Lien in favor of

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any Person which Lien shall be terminated in accordance with the provisions of this Agreement.

(c) Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of the State in which such Person is organized to be true and complete, of the corporate charter and any other organization documents of such Person as in effect on such date of certification. The Borrower shall furnish evidence satisfactory to the Agent that they are each duly qualified and in good standing in each jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify, except where the failure to so qualify could not have a materially adverse effect on the business, assets, or financial condition of the Borrower.

(d) Agent shall have received from the Borrower financial statements of the Borrower (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2007 (the “Statement Date”) and related statements of income, changes in stockholders’ equity and cash flows for the period ended on the Statement Date and a balance sheet as of March 31, 2008 (“Interim Date”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Agent, together with an Officer Certificate prepared as of the Interim Date and executed by any officer of the Borrower.

(e) UCC financing statements naming the Borrower as debtor and the Agent as secured party covering the Collateral shall have been duly recorded and filed to the satisfaction of Agent and its counsel.

(f) Agent shall have received evidence, in form, scope and substance and with such insurance carriers, satisfactory to the Agent, for all insurance policies required under any of the Loan Documents.

(g) There shall be no pending or threatened litigation involving the Borrower which could reasonably be expected to result in a Material Adverse Change, and no judgment, order, injunction or other similar injunction or other similar restraint prohibiting any of the transactions contemplated hereby shall exist.

(h) All action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. Agent shall have received from the Borrower true copies of resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete.

(i) Agent shall have received from the Borrower an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower and giving

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the name and bearing a specimen signature of each individual who shall be an Authorized Representative: (a) to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party; (b) with respect to the Borrower, to make requests for Advances; and (c) to give Notices and to take other action on behalf of the Borrower under the Loan Documents.

(j) Agent shall have received a favorable written opinion of counsel to the Borrower, dated as of the Closing Date in form, scope, and substance satisfactory to the Agent, addressed to the Agent and the Lenders.

(k) Copies of the certificates, documents or other written instruments that evidence the Borrower’s eligibility described in Section 5.11, together with copies of all seller/servicer contracts to which the Borrower is a party, all in form and substance satisfactory to Agent.

(l) Borrower shall have paid to the Agent all fees and expenses required pursuant to this Agreement and the other Loan Documents.

(m) The Agent shall be satisfied that (i) the Borrower has obtained all material and appropriate authorizations and approvals of all governmental authorities (including, without limitation, any approvals required by any of Fannie Mae, FHA, Freddie Mac, Ginnie Mae, HUD), required for the due execution, delivery and performance by the Borrower of each of the Loan Documents and for the perfection of or the exercise by the Agent and each Lender of their respective rights and remedies under the Loan Documents, and (ii) all transactions contemplated hereby shall be in material compliance with, and the Borrower shall have obtained all material and appropriate approvals pertaining to, all applicable laws, rules, regulations and orders, including, without limitation, all governmental, environmental, ERISA, retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contact or agreement to which Borrower is a party.

(n) No Material Adverse Change shall have occurred since the Statement Date and the Interim Date.

(o) Borrower shall have provided such additional instruments and documents to the Agent and the Lenders as the Agent and the Agent’s counsel may have reasonably requested.

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4.2. Each Advance . The obligation of the Lenders to make any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the requested Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance:

(a) In connection with an Advance, the Borrower shall have delivered to the Agent the Advance Request, and the Collateral Documents, called for under, and shall have satisfied the procedures set forth in, Section 2.2 hereof and the applicable Exhibit C hereto described in that Section, according to the type of the requested Advance. All items delivered to the Agent shall be satisfactory to the Agent, in form and content, and the Agent may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment.

(b) The Agent shall have received evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Agent in the Collateral under the Uniform Commercial Code of New York or other applicable law.

(c) The representations and warranties of the Borrower contained in Article 5 hereof shall be accurate and complete in all material respects as if made on and as of the date of each Advance (except to the extent of changes resulting from transactions contemplated and permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date, and, unless Agent and each of the Lenders is notified to the contrary prior to the disbursement of the requested Advance).

(d) The Borrower shall have performed all agreements to be performed by it hereunder, including without limitation, the payment of all fees when due hereunder, and, as of the date of the Advance Request, and after giving effect to the requested Advance, there shall exist no Default or Event of Default hereunder.

(e) No change shall have occurred in any Legal Requirement that in the reasonable opinion of any Lender would make it illegal for such Lender to make such Advance, and each Lender shall have received such statements in substance and form reasonably satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System.

(f) No Material Adverse Change shall have occurred since the date of this Agreement.

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Acceptance of the proceeds of the requested Advance by the Borrower shall be deemed a representation by the Borrower that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

5. REPRESENTATIONS AND WARRANTIES.

The Borrower hereby represents and warrants to the Agent and the Lenders, as of the date of this Agreement and (unless otherwise notified in writing by the Borrower and Agent, in its sole discretion, approves in writing) as of the date of each Advance Request and the making of each Advance, that:

5.1. Organization; Good Standing; Subsidiaries . The Borrower and each Subsidiary of the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the full legal power and authority to own its property and to carry on its business as currently conducted and is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing could not reasonably be expected to result in a Material Adverse Change. For the purposes hereof, good standing shall include qualification for any and all licenses and payment of any and all taxes required in the jurisdiction of its incorporation and in each jurisdiction in which the Borrower transacts business. The Borrower has no Subsidiaries except as set forth on Schedule 5.1 hereto. Schedule 5.1 sets forth with respect to each such Subsidiary, its name, address, place of incorporation, each state in which it is qualified as a foreign corporation, and the percentage ownership of the Borrower in such Subsidiary.

5.2. Authorization and Enforceability . The Borrower has all requisite corporate power and authority to execute, deliver, create, issue, comply and perform this Agreement, the Notes and all other Loan Documents to which the Borrower is party and to make the borrowings hereunder. The execution, delivery and performance by the Borrower of this Agreement, the Notes and all other Loan Documents to which the Borrower is party and the making of the borrowings hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on the part of the Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not conflict with or violate any provision of law or of the articles of incorporation or by-laws of the Borrower, conflict with or result in a breach of or constitute a default or require any consent under any contracts to which Borrower is a party, or result in the creation of any Lien upon any property or assets of the Borrower other than the Lien on the Collateral granted hereunder, or result in or require the acceleration of any Indebtedness of the Borrower pursuant to any agreement, instrument or indenture to which the Borrower is a party or by which the Borrower or its property may be bound or affected. This Agreement, the Notes and all other Loan Documents contemplated hereby or thereby constitute legal, valid, and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other such laws affecting the enforcement of creditors’ rights generally.

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5.3. Financial Condition . The balance sheet of the Borrower provided to Agent pursuant to Section 4.1(d) hereof (and if applicable, its Subsidiaries, on a consolidating and consolidated basis) as at the Statement Date, and the related statements of income, changes in stockholders’ equity, and cash flows for the fiscal year ended on the Statement Date, heretofore furnished to the Agent, fairly present in accordance with GAAP the financial condition of the Borrower and its Subsidiaries as at the Statement Date and the Interim Date and the results of its and their operations for the fiscal period ended on the Statement Date and the Interim Date. The Borrower had, on the Statement Date and the Interim Date no known material liabilities of a kind required to be disclosed on a balance sheet or the notes thereto in accordance with GAAP, or any known redemption obligations, hedging liabilities, or other off-balance sheet financial transactions as to which there is recourse to the Borrower. Said financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. Since the Interim Date, there has been no Material Adverse Change, nor is the Borrower aware of any state of facts particular to the Borrower which (with or without Notice or lapse of time or both) could reasonably be expected to result in a Material Adverse Change.

5.4. Litigation . Except as disclosed on Schedule 5.4 , there are no actions, claims, suits or proceedings pending, or to the knowledge of the Borrower, threatened or reasonably anticipated against or affecting the Borrower or any Subsidiary of the Borrower in any court or before any arbitrator or before any government commission, board, bureau or other administrative agency which could reasonably be expected to, either in any case or in the aggregate, result in a Material Adverse Change or materially impair the right of such Person to carry on business substantially as now conducted by it, or result in any substantial liability not adequately covered by insurance, or for which adequate reserves are not maintained on the balance sheet of such Person (considering the Borrower and its Subsidiaries as a single Person for purposes of this Section 5.4), or which question the validity of this Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto.

5.5. Compliance with Laws . Neither the Borrower nor any Subsidiary of the Borrower is in violation of any provision of any law, or of any judgment, award, rule, regulation, order, decree, writ or injunction of any court or public regulatory body or authority which could reasonably be expected to result in a Material Adverse Change.

5.6. Regulation U and X . The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Advances made hereunder will be used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

5.7. Holding Company and Investment Company Act . None of the Borrower nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935; nor is it an “investment company”, or an “affiliated

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company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

5.8. Agreements . Neither the Borrower nor any Subsidiary of the Borrower is a party to any agreement, instrument or indenture, or subject to any restriction, materially and adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements described in Section 5.3 hereof. The Borrower and each Subsidiary of the Borrower are not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument, or indenture, which default could reasonably be expected to result in a Material Adverse Change. No holder of any Indebtedness for money borrowed having a principal amount of $500,000 or more by the Borrower or of any of its Subsidiaries has given Notice of any alleged default thereunder or, if given, the same has been cured or will be cured by Borrower within the cure period provided therein, and no liquidation or dissolution of the Borrower or any of its Subsidiaries and no receivership, insolvency, bankruptcy, reorganization or other similar proceedings relative to the Borrower or any of its Subsidiaries or any of their respective properties is pending, or to the knowledge of the Borrower, threatened.

5.9. Title to Properties . The Borrower and each Subsidiary of the Borrower has good, valid, and in the case of real property insurable and marketable title to all of its material properties and assets (whether real or personal, tangible or intangible) reflected on the financial statements described in Section 5.3 hereof, and all such properties and assets are free and clear of all Liens except as disclosed in such financial statements and not prohibited under this Agreement.

5.10. ERISA . Neither the Borrower nor any entity that could be treated as a single employer with the Borrower under Internal Revenue Code Section 414(b), (c), (m), (n) or (o), now or at any time during the sixty month period ending on the date hereof, sponsor(ed), maintain(ed) or contribute(d) to (or have or had an obligation to contribute to) any pension, profit sharing, stock option, insurance or other arrangement or plan for current or former employees that is subject to Title IV of the Employer Retirement Income Security Act of 1974, as now or hereafter amended (“ERISA”) or ERISA Section 302 except as may be identified to Agent in writing (which writing shall be supplemented, within 30 days of Agent’s request, by a copy of the arrangement or plan, and the financial statements and accountant’s reports for such arrangement or plan) by the Borrower from time to time (“ERISA Plan”) and no “Reportable Event,” as defined for purposes of Section 4043 of ERISA, has occurred with respect to any such ERISA Plan. The granting of the Loan, the performance by the Borrower of its obligations under the Loan Documents, and the Borrower’s conducting of its operations do not and will not violate any provisions of ERISA or any ERISA Plan.

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5.11. Eligibility . Except as permitted in Section 7.2 hereof, Borrower is and will remain at all times approved and qualified and in good standing as a lender or seller/servicer, as set forth below, and meets all requirements applicable to its status as:

(a) for CMC and solely with respect to Pledged Loans that are FHA fully insured Mortgage Loans, a FHA approved mortgagee, eligible to originate, purchase, hold, sell and service FHA fully insured Mortgage Loans.

(b) for CMC and solely with respect to Pledged Securities that are guaranteed by Ginnie Mae, a Ginnie Mae approved seller/servicer of Mortgage Loans and issuer of Mortgage-backed Securities guaranteed by Ginnie Mae.

(c) for CMC, a Fannie Mae approved seller/servicer of Mortgage Loans, eligible to originate, purchase, hold, sell and service Mortgage Loans to be sold to Fannie Mae.

(d) for CMC, a Fannie Mae approved and qualified Delegated Underwriting and Servicing Lender, eligible to process, underwrite, hold, sell to Fannie Mae and service Fannie Mae Mortgage Loans under the DUS Program.

(e) for CMC and CMP, a Freddie Mac approved seller/servicer of Mortgage Loans, eligible to originate, purchase, hold, sell and service Mortgage Loans to be sold to Freddie Mac.

5.12. Special Representations Concerning Collateral . The Borrower hereby represents and warrants to the Agent and each Lender, as of the date of this Agreement and as of the date of each Advance, that:

(a) The Borrower has not selected the Collateral in a manner so as to affect adversely the Agent’s interests.

(b) The Borrower is the legal and equitable owner and holder of the Pledged Assets, free and clear of all Liens, other than Liens granted under this Agreement and assignments of Mortgages to Fannie Mae and Freddie Mac, which Fannie Mae and Freddie Mac, as applicable, have agreed to assign back to the Agent if Fannie Mae or Freddie Mac, as applicable, does not acquire the corresponding Pledged Asset. All Pledged Assets and related Purchase Commitments have been duly authorized and validly issued to the Borrower, and all of the foregoing items of Collateral comply with all of the requirements of this Agreement, and have been and will continue to be validly pledged or assigned to Agent, subject to no other Liens.

(c) The Borrower has, and will continue to have, the full right, power and authority to pledge the Collateral pledged and to be pledged by it hereunder.

(d) Each Mortgage Loan and each related document included in the Pledged Loans (1) has been duly executed and delivered by the parties to that Mortgage Loan and that

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related document, (2) has been made in compliance with all applicable laws, rules and regulations (including all laws, rules and regulations relating to usury), (3) is and will continue to be a legal, valid and binding obligation, enforceable in accordance with its terms, without setoff, counterclaim or defense in favor of the mortgagor under the Mortgage Loan or any other obligor on the Mortgage Note and (4) has not been modified, amended or any requirements of which waived, except in a writing that is part of the Collateral Documents. No party to any Mortgage Loan or related document included in the Pledged Loans is in violation of any applicable law, rule or regulation if the violation would impair the collectibility of the Mortgage Loan or the performance by the mortgagor or any other obligor of its obligations under the Mortgage Note or any related document.

(e) Each Pledged Loan is secured by a Mortgage on real property located in one of the states of the United States or the District of Columbia.

(f) Each Pledged Loan has been closed or will be closed and funded with the Advance made against it.

(g) Each Pledged Loan that is not an FHA Construction Mortgage Loan has been fully advanced in the face amount of its Mortgage Note. The Agent acknowledges and agrees that in certain instances, a portion of the proceeds of a Pledged Loan, although advanced to the borrower thereunder, will be held by the Borrower in escrow to be disbursed upon the completion of repairs to the subject property or upon the achievement of specified factors.

(h) Each First Mortgage Loan is secured by a first Lien on the premises described in that Mortgage and each second Mortgage Loan or third Mortgage Loan is secured by a second or third Lien on the premises described in that Mortgage, and with respect to each second Mortgage Loan or third Mortgage Loan, the Borrower shall be the servicer and the Purchase Commitment shall be from the same Investor which holds the senior Lien on the premises. Each Pledged Loan has or will have a title insurance policy, in ALTA form or equivalent, from a recognized title insurance company, insuring the priority of the Lien of the Mortgage and meeting the usual requirements of Investors purchasing those Mortgage Loans.

(i) Each Property has been evaluated or appraised in accordance with Title XI of FIRREA, to the extent required.

(j) The Mortgage Note for each Pledged Loan is (1) payable or endorsed to the order of the Borrower, (2) an “instrument’ within the meaning of Section 9-102 of the Uniform Commercial Code of all applicable jurisdictions and (3) is denominated and payable in United States dollars.

(k) No monetary default and, to the Borrower’s knowledge, no other default has existed for 60 days or more under any Mortgage Loan included in the Pledged Loans.

(l) The Borrower has complied and will continue to comply with all laws, rules and regulations in respect of the FHA insurance of each Mortgage Loan included in the

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Pledged Loans designated by the Borrower as an FHA insured or VA guaranteed Mortgage Loan, and such insurance or guarantee is and will continue to be in full force and effect.

(m) All fire and casualty policies covering Mortgaged Property encumbered by a Pledged Loan (1) name the Borrower and its successors and assigns as the insured under a standard mortgagee clause, (2) are and will continue to be in full force and effect, and (3) afford and will continue to afford insurance against fire and such other risks as are usually insured against in the broadest form of extended coverage insurance from time to time available.

(n) Pledged Loans encumbering Mortgaged Property located in a special flood hazard area designated as such by the Secretary of HUD and/or the Director of the Federal Emergency Management Agency are and shall continue to be covered by special flood insurance under the National Flood Insurance Program.

(o) Each Pledged Loan against which a Advance is made on the basis of a Purchase Commitment meets all of the requirements of that Purchase Commitment, and each Pledged Security against which an Advance is outstanding meets all of the requirements of the related Purchase Commitment.

(p) Pledged Loans that are intended to be exchanged for Agency Securities comply or, prior to the issuance of the Agency Securities will comply, with the requirements of any governmental instrumentality, department or agency or any other Person issuing or guaranteeing the Agency Securities.

(q) Pledged Loans that are intended to be used in the formation of Mortgage-backed Securities (other than Agency Securities) comply with the requirements of the issuer of the Mortgage-backed Securities (or its sponsor) and of the Rating Agencies.

(r) None of the Pledged Loans is a graduated payment Mortgage Loan or has a shared appreciation or other contingent interest feature, and each Pledged Loan provides for periodic payments of all accrued interest on the Mortgage Loan on at least a monthly basis.

(s) The Borrower does not have any ownership interest, right to acquire any ownership interest or equivalent economic interest in any property securing a Mortgage Loan or the mortgagor under the Mortgage Loan or any other obligor on, or guarantor of, the Mortgage Note.

(t) The original assignments of Mortgage and of UCC financing statements delivered to the Agent for each Pledged Loan are in recordable form and comply with all applicable laws and regulations governing the filing and recording of such documents.

(u) Each Pledged Loan secured by real property to which a manufactured home is affixed will create a valid Lien on that manufactured home that will have priority over any other Lien on the manufactured home, whether or not arising under applicable real property law or the UCC or other applicable law.

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(v) Agent will have a valid and duly perfected security interest, without further requirements for perfection, in (a) the Pledged Loans and Pledged Securities upon the delivery thereof to the Agent for the benefit of the Lenders and (b) the other Collateral described in Section 3.1 hereof to the extent that a security interest therein may be perfected under Article 9 of the UCC solely by filing a financing statement with the Secretary of State of Delaware, which lien shall be superior to any other interests therein.

(w) All Pledged Assets have been underwritten in accordance with the standards and guidelines issued by Fannie Mae, Freddie Mac, FHA or Ginnie Mae, as applicable, except to the extent of any variation from such standards and guidelines permitted under the applicable Purchase Commitments or the standard agreements between Fannie Mae, Freddie Mac, FHA or Ginnie Mae, as applicable, and mortgage lenders or seller/servicers.

(x) .In connection with any Indebtedness incurred by Borrower that is permitted pursuant to Section 7.16(j), at the time of the initial sale pursuant to the ASAP Program to Fannie Mae of a Mortgage Loan, such Mortgage Loan will be subject to a Purchase Commitment and the Borrower’s primary obligation will be to deliver such Mortgage Loan to Fannie Mae in accordance with such Purchase Commitment and, in the event such Borrower is unable to deliver such Mortgage Loan in accordance with such Purchase Commitment, to buy back such Mortgage Loan, resulting in recourse exposure with respect to such Mortgage Loan substantially similar to the Borrower’s recourse exposure in connection with Fannie Mae DUS Mortgage Loans.

5.13. Franchises, Patents, Copyrights, etc. Borrower possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted, without known conflict with any rights of others.

5.14. Proper Names . Borrower does not originate Mortgage Loans or otherwise conduct business under any names other than its legal name and the assumed names set forth on Schedule 5.14 . The Borrower has made all filings and taken all other action as may be required under the laws of any jurisdiction in which it originates Mortgage Loans or otherwise conducts business under any assumed name. The Borrower’s use of the assumed names set forth on Schedule 5.14 does not conflict with any other Person’s legal rights to any such name, nor otherwise give rise to any liability by the Borrower to any other Person.

5.15. Direct Benefit From Loans . The Borrower has received, or, upon the execution and funding thereof, will receive (a) direct and indirect benefit from the making and execution of this Agreement and the other Loan Documents to which it is a party, and (b) fair and independent consideration for the entry into, and performance of, this Agreement and the other Loan Documents to which it is a party. Contemporaneously with the disbursements of each Advance by the Lenders to the Borrower, all such proceeds will be used to for the purposes set forth in Section 2.1 hereof and none other.

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5.16. Loan Documents Do Not Violate Other Documents . Neither the execution and delivery by the Borrower of this Agreement or any other Loan Document to which it is a party nor the consummation of the transactions herein and therein contemplated, nor the performance of, or compliance with, the terms and provisions hereof and thereof, does or will contravene, breach or conflict with any provision of either of its articles of incorporation or by-laws, or any applicable law, statute, rule or regulation or any judgment, decree, writ, injunction, franchise, order or permit applicable to the Borrower or its assets or properties, or does or will conflict or be inconsistent with, or does or will result in any breach or default of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any of the property or assets of the Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, or other instrument to which the Borrower is a party or by which the Borrower or any of its property may be bound, the contravention, conflict, inconsistency, breach or default of which will have a materially adverse effect on the Borrower’s condition, financial or otherwise, or affect its ability to perform, promptly and fully, its obligations hereunder or under any of the other Loan Documents.

5.17. Continuing Authority of Authorized Representatives . Agent and each of the Lenders are authorized to rely upon the continuing authority of the Persons hereafter designated by the Borrower (“Authorized Representatives”) to bind the Borrower with respect to all matters pertaining to the Loan and the Loan Documents including, but not limited to, the submission of requests for Advances, and certificates with regard thereto. Such authorization may be changed only upon written Notice to Agent accompanied by evidence, reasonably satisfactory to Agent, of the authority of the person giving such Notice and such Notice shall be effective not sooner than five (5) Business Days following receipt thereof by Agent. The Authorized Representatives as of the date of this Agreement are listed on Schedule 5.17 .

5.18. Consents Not Required . Except for those consents that have already been obtained and delivered to Agent or required as a condition to any Advance hereunder, no consent of any Person and no consent, license, permit, approval, or authorization of, exemption by, or registration or declaration with, any Tribunal is required in connection with the execution, delivery, performance, validity, or enforceability of this Agreement or any of the Loan Documents by the Borrower.

5.19. Material Fact Representations . Neither the Loan Documents nor any other agreement, document, certificate, or written statement furnished to the Agent or any Lender by or on behalf of the Borrower in connection with the transactions contemplated in any of the Loan Documents contains any untrue statement of a material adverse fact. There are no facts or conditions known to the Borrower which could reasonably be expected to result in a Material Adverse Change that have not been fully disclosed, in writing, to the Agent and the Lenders, it being understood that this representation is made as of, and shall be limited to the date of this Agreement. All writings heretofore or hereafter exhibited or delivered to the Agent or any Lender by or on behalf of the Borrower are and will be genuine and what they purport to be.

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5.20. Place of Business . As of the date of this Agreement, the principal place of business of the Borrower and the chief executive office of the Borrower and the office where it keeps its financial books and records relating to its property and all contracts relating thereto and all accounts arising therefrom are located at its principal office at New York, New York, or its office where Mortgage servicing is conducted at Irving, Texas, or at its office in Jersey City, New Jersey.

5.21. Tax Returns and Payments . All federal, state and local income, excise, property and other tax returns required to be filed with respect to Borrower’s operations and those of its Subsidiaries in any jurisdiction have been filed on or before the due date thereof (plus any applicable extensions); all such returns are true and correct; all taxes, assessments, fees and other governmental charges upon the Borrower, and Borrower’s Subsidiaries and upon its property, income or franchises, which are due and payable have been paid, including, without limitation, all FICA payments and withholding taxes, if appropriate, other than those which are being contested in good faith by appropriate proceedings, diligently pursued and as to which the Borrower has established adequate reserves determined in accordance with GAAP, consistently applied. The amounts reserved, as a liability for income and other taxes payable, in the financial statements described in Section 5.3 hereof are sufficient for payment of all unpaid federal, state and local income, excise, property and other taxes, whether or not disputed, of the Borrower and its Subsidiaries, accrued for or applicable to the period and on the dates of such financial statements and all years and periods prior thereto and for which the Borrower, and Borrower’s Subsidiaries may be liable in their own right or as transferee of the assets of, or as successor to, any other Person.

5.22. Certain Transactions . Except as set forth in Schedule 5.22 hereof, as of the date of this Agreement, none of the officers, trustees, directors, or employees of the Borrower or any of their Subsidiaries is presently a party to any transaction with the Borrower or any of their Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement (i) providing for the furnishing of services to or by, (ii) providing for rental of real or personal property to or from, or (iii) otherwise requiring payments to or from, any officer, trustee, director or such employee or any corporation, partnership, trust or other entity in which any officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

5.23. No Broker or Finder . None of the Borrower nor anyone on behalf thereof has dealt with any broker, finder or other person or entity who or which may be entitled to a broker’s or finder’s fee, or other compensation, payable by the Agent or any of the Lenders in connection with this Loan.

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5.24. Special Representations Concerning Servicing Portfolio . Schedule 5.24 is a true and complete list of the Borrower’s Servicing Portfolio as of the date set forth therein. The Borrower hereby represents and warrants to Agent and the Lenders, as of the date of this Agreement and as of the date of each Advance Request and the making of each Advance, that:

(a) The Borrower is the legal and equitable owner and holder, free and clear of all Liens of the Servicing Contracts.

(b) Except as otherwise disclosed to the Agent and the Lenders, all of the Borrower’s servicing rights under the Servicing Contracts constitute primary servicing rights.

(c) Each Servicing Contract is in full force and effect and is legal, valid and enforceable in accordance with its terms, and no default or event that, with Notice or lapse of time or both, would become a default, exists under any Servicing Contract, except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Change.

(d) Each right to the payment of money under the Servicing Contracts is genuine and enforceable in accordance with its terms against the parties obligated to pay the same, which terms have not been modified or waived in any respect or to any extent, except where such modification or waiver could not reasonably be expected to result in a Material Adverse Change.

(e) To the best of the Borrower’s knowledge, no obligor has any defense, set off, claim or counterclaim against the Borrower that can be asserted against Agent or any Lender, whether in any proceeding to enforce Agent’s rights in the related Mortgage Loan or otherwise, except to the extent that any such defense, setoff, claim or counterclaim could not reasonably be expected to result in a Material Adverse Change.

5.25. Special Representations Concerning FHA Mortgage Loans . The Borrower hereby represents and warrants to Agent and the Lenders, as of the date of this Agreement and as of the date of each Advance Request and the making of each Advance, that:

(a) Each FHA-insured Mortgage Loan included in the Pledged Loans meets in all material respects all applicable Legal Requirements and any other governmental requirements for such insurance. The Borrower has complied and will continue to comply in all material respects with all laws, rules and regulations with respect to the FHA insurance of each Pledged Loan designated by the Borrower as an FHA-insured Mortgage Loan, and such insurance is and will continue to be in full force and effect.

(b) For FHA-insured Pledged Loans that will be used to back Ginnie Mae Mortgage-backed Securities, the Borrower received from Ginnie Mae confirmation notices for additional commitment authority and pool numbers, and there remains available under those agreements a commitment on the part of Ginnie Mae sufficient to permit the issuance of Ginnie Mae Mortgage-backed Securities in an amount at least equal to the amount of the Pledged Loans designated by the Borrower as the Mortgage Loans to be used to back those Ginnie Mae

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Mortgage-backed Securities; each of those confirmation notices is in full force and effect; each of those Pledged Loans has been assigned by the Borrower to one of those pool numbers and a portion of the available Ginnie Mae commitment has been allocated to this Agreement by the Borrower, in an amount at least equal to those Pledged Loans; and each of those assignments and allocations has been reflected in the books and records of the Borrower.

5.26. Ownership, Subsidiaries and taxpayer identification numbers .

(a) All of the stockholders of the Borrower and a description of the ownership interests held by the same, and of each of the Borrower’s Subsidiaries, are listed on Schedule 5.26 and no additional ownership interests, or rights or instruments convertible into such ownership interests, exist.

(b) The taxpayer identification numbers and state organizational numbers (if applicable) of the foregoing Persons are accurately stated on Schedule 5.26 .

(c) Borrower is the owner, free and clear of all liens and encumbrances, of all of the issued and outstanding capital stock, membership interests or other equity interests of each of their respective Subsidiaries.

5.27. Material Adverse Change . There has been no Material Adverse Change since the date of the latest financial statements delivered by the Borrower hereunder.

5.28. Ongoing Representations and Warranties . Each request by the Borrower for an Advance: (i) shall constitute an affirmation by the Borrower on behalf of itself that the foregoing representations and warranties remain true and correct as of the date of such request (except as to matters specifically disclosed in writing to Agent and each of the Lenders prior to or simultaneously with such written request, and except to the extent of changes resulting from transactions contemplated and permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date) and, unless Agent and each of the Lenders is notified to the contrary prior to the disbursement of the requested Advance, will be so on the date of such Advance, and (ii) shall constitute the representation and warranty of the Borrower that the information set forth in each such request is true and correct and omits no material fact necessary to make the same not misleading.

6. AFFIRMATIVE COVENANTS.

The Borrower hereby covenants and agrees with the Agent and the Lenders that, so long as the Commitment is outstanding or there remain any Obligations of the Borrower to be paid or performed under this Agreement or under any other Loan Document, the Borrower shall:

6.1. Payment of Notes . Punctually pay or cause to be paid the principal of, interest on and all other amounts payable hereunder and under the Notes in accordance with the terms thereof.

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6.2. Financial Statements and Other Reports . Deliver or cause to be delivered to the Agent for the Borrower:

(a) As soon as practicable, but in any event not later than sixty (60) days after the end of each fiscal quarter of the Borrower (including for the fourth fiscal quarter, which shall be subject to normal year end audit adjustments), the management prepared consolidating balance sheet of the Borrower and its Subsidiaries at the end of such quarter, and the related management prepared consolidating statements of earnings for such quarter, each setting forth in comparative form the figures for the same fiscal quarter of the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP.

(b) As soon as practicable, but in any event not later than one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related statements of earnings and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared without qualification by an independent certified public accountant reasonably acceptable to the Agent.

(c) Concurrently with the delivery of the financial statements referred to in Sections 6.2 (a) and (b) above, a certificate (to be in the form of Exhibit D or on such other form as the Agent may from time to time prescribe) of an Authorized Representative stating that, to the best of such Authorized Representative’s knowledge, the Borrower during such period observed or performed in all material respects all of their covenants and other agreements, and satisfied in all material respects every material condition, contained in this Agreement or the other Loan Documents to be observed, performed or satisfied by them, and that such Authorized Representative has obtained no knowledge of any Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail required to indicate the Borrower’s compliance with financial covenants set forth in Article 7 hereof.

(d) As soon as available and in any event within sixty (60) days after the end of each fiscal quarter in the Borrower’s fiscal year, a consolidated loan production report as of the end of that fiscal quarter, presenting the total dollar volume and the number of Mortgage Loans originated and closed or purchased during that fiscal quarter and for the fiscal year-to-date, specified by property type and loan type.

(e) As soon as available and in any event within 60 days after the end of each calendar quarter, a consolidated report (“Servicing Portfolio Report”) as of the end of the calendar quarter, as to all Mortgage Loans the servicing rights to which are owned by the Borrower (specified by investor type, recourse and non-recourse) regardless of whether the Mortgage Loans are Pledged Loans. The Servicing Portfolio Report must indicate which Mortgage Loans (1) are current and in good standing, (2) are more than 30, 60 or 90 days past due, (3) are the subject of pending bankruptcy or foreclosure proceedings, or (4) have been

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converted (through foreclosure or other proceedings in lieu of foreclosure) into real estate owned by, the Borrower.

(f) At the Agent’s request, a commitment summary and pipeline report dated as of the end of such month and in form, substance and scope acceptable to the Agent.

(g) Promptly after the Borrower’s receipt thereof, copies of all accountants’ management letters delivered to the Borrower or its Subsidiaries.

(h) Within ten (10) days after filing, copies of all regular or periodic financial and other reports, if any, which the Borrower shall file with the Securities and Exchange Commission or any governmental agency successor thereto and copies of any audits completed by Ginnie Mae, Freddie Mac, Fannie Mae, FHA, or HUD.

(i) From time to time, with reasonable promptness, such further information regarding the business, operations, properties or financial condition of the Borrower as the Agent may reasonably request.

6.3. Maintenance of Existence; Conduct of Business . Preserve and maintain its corporate existence in good standing and all of its rights, privileges, licenses and franchises necessary in the normal conduct of its business, including, without limitation, its eligibility as lender, seller/servicer and issuer described under Section 5.11 hereof; conduct its business in an orderly and efficient manner; maintain a net worth of acceptable assets as required by HUD at any and all times for maintaining the Borrower’s status as a FHA approved mortgagee; and make no material change in the nature or character of its business if it would result in the Borrower engaging in a business other than the mortgage banking business a majority of which shall focus on multifamily mortgages consistent with its historical business.

6.4. Compliance with Applicable Laws . Comply with all Legal Requirements, a breach of which could reasonably be expected to result in a Material Adverse Change, except where contested in good faith and by appropriate proceedings, and with sufficient reserves established therefor, and if at any time while any Obligation is outstanding or the Lenders have any obligation to make Advances hereunder, any authorizations from governmental authorities or other third party consents, approvals, or notifications shall become necessary or required in order that Borrower may pay or perform any of the Obligations, promptly take or cause to be taken all reasonable steps within the power of Borrower to obtain such authorizations, consents, approvals, or notifications, and furnish the Agent and the Lenders with evidence thereof, unless the failure to do so could not reasonably be expected to result in a Material Adverse Change.

6.5. Inspection of Properties and Books . Permit authorized representatives of the Agent and any Lender to (a) discuss the business, operations, assets and financial condition of the Borrower and Borrower’s Subsidiaries with their officers and employees and to examine their books of account, records, reports and other papers and make copies or extracts thereof, and (b) inspect all of the Borrower’s property and all related information and reports at the

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expense of such Lender or Agent, as applicable, all at such reasonable times as the Agent or any Lender may request.

6.6. Notice . Give prompt written Notice to the Agent of (a) any action, suit or proceeding instituted by or against the Borrower or any of its Subsidiaries in any federal or state court or before any commission or other regulatory body (federal, state or local, domestic or foreign) which action, suit or proceeding has at issue in excess of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (except for normal collection and foreclosure proceedings initiated by the Borrower in connection with a Mortgage Loan or any other Mortgage loan), or any such proceedings threatened against the Borrower, or any of Borrower’s Subsidiaries in writing containing the details thereof, (b) the filing, recording or assessment of any federal, state or local tax Lien against it, or any of its assets or any of its Subsidiaries, (c) the occurrence of any Event of Default hereunder or the occurrence of any Default and continuation thereof for five (5) days, (d) the suspension, revocation or termination of the Borrower’s eligibility, in any respect, as approved lender, seller/servicer or issuer as described under Section 5.11 hereof, (e) the transfer, loss or termination of any Servicing Contract with an Investor to which the Borrower is a party, or which is held for the benefit of the Borrower, and the reason for such transfer, loss or termination, if known to the Borrower, (f) any change in its accounting method as in effect on the date of this Agreement or change in its fiscal year ending date from December 31, and (f) any other action, event or condition of any nature which could reasonably be expected to result in a Material Adverse Change.

6.7. Payment of Debt, Taxes, etc . Pay and perform all Indebtedness for money borrowed by the Borrower having a principal amount of $500,000 or more, and cause to be paid and performed all Indebtedness for money borrowed by its Subsidiaries having a principal amount of $500,000 or more in accordance with the terms thereof and pay and discharge or cause to be paid and discharged all taxes, assessments and governmental charges, tax Liens, or levies imposed upon the Borrower or its Subsidiaries, or upon their respective income, receipts or properties before the same shall become past due, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might become a Lien or charge upon such properties or any part thereof; provided , however , that the Borrower and its Subsidiaries shall not be required to pay obligation, Indebtedness, taxes, assessments or governmental charges or levies or claims for labor, materials or supplies for which the Borrower or its Subsidiaries shall have obtained an adequate bond or adequate insurance or which are being contested in good faith and by proper proceedings which are being reasonably and diligently pursued if such proceedings do not involve any likelihood of the sale, forfeiture or loss of any such property or any interest therein while such proceedings are pending, and provided further that book reserves adequate under GAAP shall have been established with respect thereto, to the extent required, and provided further that the owing Person’s title to, and its right to use, its property is not materially adversely affected thereby.

6.8. Insurance . Maintain and cause each of its Subsidiaries to maintain insurance with respect to its other properties with financially sound and reputable insurers, insurance with respect to such properties and its business against such casualties and contingencies as shall be in accordance with the general practices of businesses engaged in similar activities in

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similar geographic areas and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent. Schedule 6.8 sets forth all insurance maintained by the Borrower at the date of this Agreement.

6.9. Closing Instructions . Indemnify and hold the Agent and each Lender and all those claiming by, through or under the Agent and each of the Lenders, harmless from and against any loss, including reasonable attorneys’ fees and costs, attributable to the failure of any title insurance company, agent or approved attorney to comply with Borrower’s disbursement or instruction letter relating to any Mortgage Loan. Agent has the right to pre-approve the Borrower’s disbursement or instruction letter to the title insurance company, agent or approved attorney in any case in which the Borrower intends to obtain a Advance against the Mortgage Loan to be created at settlement or to pledge that Mortgage Loan as Collateral under this Agreement. The Borrower’s disbursement or instruction letter must state that Agent, for the benefit of the Lenders has a security interest in any amounts advanced to fund a Mortgage Loan and in the Mortgage Loan funded with those amounts and must require the title insurance company, agent or approved attorney involved in the transaction to return any amounts advanced by any Lender and not used to fund the Mortgage Loan.

6.10. Other Loan Obligations . Perform all material obligations under the terms of each loan agreement, note, mortgage, security agreement or debt instrument by which the Borrower is bound or to which any of its property is subject, and promptly notify the Agent in writing of a declared default under or the termination, cancellation, reduction or non-renewal of any of its other lines of credit or financing agreements with any other lender. Schedule 6.10 hereto is a true and complete list of all such lines of credit or financing agreements as of the date hereof.

6.11. Accounts . Maintain the Operating Account, the Funding Account, and the Cash Collateral Account with Agent. Nothing herein shall be deemed to restrict the Borrower from maintaining reserve or other accounts with other financial institutions.

6.12. Special Affirmative Covenants Concerning Collateral .

(a) Warrant and defend the right, title and interest of the Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever.

(b) Service or cause to be serviced all Pledged Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering them and all applicable HUD, Fannie Mae and Freddie Mac requirements, including taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans; and must service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering them.

(c) Execute and deliver to the Agent such Uniform Commercial Code financing statements with respect to the Collateral as the Agent may request. The Borrower shall also execute and deliver to the Agent such further instruments of sale, pledge or

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assignment or transfer, and such powers of attorney, as reasonably required by the Agent to secure the Collateral, and shall do and perform all matters and things reasonably requested by the Agent that are necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving a first priority security interest in the Collateral and all other benefits intended to be afforded the Lenders under this Agreement. The Agent, on behalf of the Lenders, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of New York, or any other applicable law, in addition to all rights provided for herein.

(d) Notify the Agent within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Loan, Eligible Mortgage Pool or Pledged Security.

(e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Borrower will cause to be delivered to the Investor the Pledged Loans and Pledged Securities to be sold under each Purchase Commitment not later than the mandatory delivery date of the Pledged Loans or Pledged Securities under the Purchase Commitment.

(f) Maintain, at its principal office at New York, New York, or its offices at Irving, Texas and Jersey City, New Jersey (until such office is closed and moved to its principal office at New York, New York), or at other offices approved by the Agent, or in the office of a computer service bureau engaged by the Borrower and approved by the Agent, and, upon request, shall make available to the Agent, for the benefit of the Lenders, the originals, or copies in any case where the originals have been delivered to the Agent, for the benefit of the Lenders, or to an Investor, of its Mortgage Notes and Mortgages included in Collateral, Mortgage-backed Securities delivered to the Agent, for the benefit of the Lenders, as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

(g) Be in good standing with Fannie Mae, Freddie Mac, Ginnie Mae, and FHA, except to the extent related to programs in which the applicable Borrower has ceased to originate Mortgage Loans and, in the case of Fannie Mae and Freddie Mac, such cessation was not the result of a termination or other action by Fannie Mae, Freddie Mac, Ginnie Mae, or FHA, as applicable.

6.13. Appraisals of Servicing Portfolio . Within forty-five (45) days after the end of each calendar quarter ending September 30, provide to the Agent, at the Borrower’s sole cost and expense, an annual appraisal of the Servicing Rights by Prestwick Mortgage Group or any other Servicing Rights appraiser approved by Agent in writing, such approval not be unreasonably withheld.

6.14. Cure of Defects in Loan Documents . Promptly cure and cause to be promptly cured any defects in the creation, issuance, execution and delivery of this Agreement and the

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other Loan Documents; and upon request of the Agent and at the Borrower’s expense, the Borrower will promptly execute and deliver, and cause to be executed and delivered, to the Agent or its designee, all such additional documents, agreements and/or instruments in compliance with or in accomplishment of the covenants and agreements of this Agreement and the other Loan Documents, and/or to create, perfect, preserve, extend and/or maintain any and all Liens created pursuant hereto or pursuant to any other Loan Document as valid and perfected Liens (of a priority as set forth in this Agreement) in favor of the Agent for the benefit of the Lenders to secure the Obligations, all as reasonably requested from time to time by the Agent.

6.15. Charging Accounts . Agent is hereby authorized, on or after the due date, to charge the Operating Account and/or the Cash Collateral Account with the amount of all principal and interest payments due under this Agreement, the Notes or the other Loan Documents, and, in addition, upon the occurrence and during the continuation of an Event of Default, the Agent is hereby authorized on or after the due date, to charge the Operating Account and/or the Cash Collateral Account with the amount of all unpaid fees, costs and expenses to which the Agent and the Lenders are entitled under this Agreement. The failure of Agent to so charge any such account shall not affect or limit the Borrower’s obligation to make any required payment.

6.16. Custodial Fees . The Borrower, the Lenders and the Agent acknowledge that (a) Collateral and Collateral Documents relating to Advances outstanding on the date hereof shall continue to be held and administered by Deutsche Bank National Trust Company (the “Custodian”), pursuant to the terms of pursuant to the Custodial Agreement dated as of May 30, 2007, among the Borrower, the Agent and the Custodian, and (b) as of the date hereof, the Agent and the Custodian have entered into an agreement to terminate such Custodial Agreement as of June 30, 2008. The Borrower agrees to reimburse the Agent for all fees and expenses payable by the Agent to the Custodian under such Custodial Agreement to the extent the same accrue on or after June 1, 2008.

7. NEGATIVE COVENANTS.

7.1. Merger; Acquisitions . Except for a merger of a Borrower with another Borrower, become a party to any merger or consolidation, or agree to or effect any asset acquisition or disposition or stock acquisition or disposition (other than the acquisition or disposition of assets in the ordinary course of business consistent with past practices, including the acquisition or disposition of Mortgage Loans and property acquired on foreclosure of Mortgages) except (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, (ii) the merger or consolidation of two or more

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Subsidiaries of the Borrower, and (iii) other dispositions of Service Contracts in an amount not to exceed five percent (5%) of the Servicing Portfolio during any twelve (12) month period.

7.2. Loss of Eligibility . Take any action that would cause the Borrower to lose all or any part of its status as an eligible lender, seller/servicer and issuer as described under Section 5.11 hereof (except to the extent related to programs in which the applicable Borrower has ceased to originate Mortgage Loans and, in the case of Fannie Mae and Freddie Mac, such cessation was not the result of a termination or other action by Fannie Mae, Freddie Mac, Ginnie Mae, or FHA, as applicable).

7.3. Tangible Net Worth (CMC) . Permit the Tangible Net Worth of CMC (and its Subsidiaries, on a consolidated basis) to be less than the greater of (x) $50,000,000.00 or (y) an amount sufficient to satisfy the requirements from time to time of both Fannie Mae and Freddie Mac, to be tested as of the Closing Date and on the last day of each calendar quarter thereafter.

7.4. Tangible Net Worth (CMP) . Permit the Tangible Net Worth of CMP (and its Subsidiaries, on a consolidated basis) to be less than the greater of (x) $2,000,000.00 or (y) an amount sufficient to satisfy the requirements from time to time to participate in any applicable Multifamily Property program, to be tested as of the Closing Date and on the last day of each calendar quarter thereafter.

7.5. Liquidity (CMC) . Permit at any time the unrestricted cash and Cash Equivalents of CMC (and its Subsidiaries, on a consolidated basis) to be less than $500,000 plus 0.10% of the aggregate outstanding principal amount of the aggregate of Serviced Loans serviced on behalf of Fannie Ma

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