Common use of Commitment Clause in Contracts

Commitment. GM agrees, on and after the Effective Date, and upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.

Commitment. GM Subject to and upon the terms and conditions set ---------- forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate -------- ------- principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 30% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 75% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $1,500,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Nonconforming Commitment. The Tranche B , (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall terminate immediately and without further action on not exceed 0% of the Tranche B Termination DateNonconforming Commitment.

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiration Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiration Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 30% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 75% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $5,000,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% if the Tranche B Nonconforming Commitment. The Tranche B , (8) the aggregate principal amount of Advanced outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforning Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall terminate immediately and without further action on not exceed 0% of the Tranche B Termination DateNonconforming Commitment.

Commitment. GM agrees, on and after the Effective Date, and upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 on the Tranche A Effective Date and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 on the Tranche B Effective Date and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B the applicable Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date. (c) during the period commencing on the Tranche C Effective Date and ending on the Tranche C Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche C Commitment then in effect (all such loans, collectively, the “Tranche C Loans” and together with the Tranche A Loans and the Tranche B Loans, the “Loans” or each individually, a “Loan”), which Tranche C Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche C Advance shall not exceed the least of (i) the unused portion of the Tranche C Commitment then in effect, (ii) without giving effect to such Tranche C Advance, the sum of (x) Specified Availability as of the date of the applicable Advance plus (y) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) less (z) the amount by which the Tranche B Commitment exceeds the Tranche B Loans then outstanding (provided that the conditions to Tranche B Loans set forth in Section 4.03 are satisified and Tranche B Loans are available to the Borrower on the date of the Advance Request and on the date for which the Advance has been requested in respect of such Tranche C Loan), and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche C Loans shall not exceed the Tranche C Commitment then in effect. The Tranche C Commitment shall terminate immediately and without further action on the Tranche C Termination Date.

Commitment. GM agrees, on and after the Effective Date, and upon (a) Subject to the terms and subject conditions and relying on the representations and warranties contained in this Agreement, each Lender holding Commitments hereunder severally agrees to make Advances to the conditions set forth herein, to make available to Borrower as part of such Lender's ratable share of Loans requested by the Borrower: (a) Borrower in accordance with this Agreement on any Business Day during the period commencing May 9from the date hereof until the Drawdown Termination Date provided that (i) the Commitments of the Lenders under this Agreement are Active, 2008 and ending on (ii) the Tranche A Termination Date, loans in an aggregate outstanding principal amount of the Advances made by such Lender, whether or not to exceed the Tranche A Commitment (all retained by such loansLender, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion outstanding principal amount of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date Commitment of such Tranche A Advance plus (z) the amountLender, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate outstanding principal amount requested of the Loans may not exceed the aggregate outstanding principal amount of the Commitments. Within the limits expressed in this Agreement, and (b) At any time when the aggregate outstanding principal amount of Loans and all accrued but unpaid interest thereon is equal to $0.00 and there are no outstanding requests for Loans, the Borrower may by providing written notice to the Agent and the Lenders referencing this paragraph (b) cause the Commitments of the Lenders under this Agreement to become Dormant on the date specified by the Borrower in such written notice (the applicable Advance Request "Commitment Dormancy Date"). Upon receipt of such written notice, from the Commitment Dormancy Date until such time as the Commitments of the Lenders are made Active by the Lenders holding Commitments in accordance with paragraph (c) below, the Commitments of the Lenders under this Agreement shall become Dormant. While the Commitments of the Lenders under this Agreement are Dormant, the Borrower may not request extensions of credit under this Agreement and all Events of Default occurring under this Agreement shall be suspended (other than the Events of Default specified in Section 2.02(a6.1(a) and (b) any Events of Default resulting from the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion failure of the Tranche B Commitment, (ii) without giving effect Borrower to such Tranche B Advance, perform the sum covenants of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in Sections 4.1, 4.2(a), 4.2(c), 4.2(e), 4.2(g), or 4.6, which shall remain in full force and effect subject to applicable cure periods). Events of Default under this Agreement occurring prior to the applicable Advance Request in accordance with Section 2.02(a) Commitment Dormancy Date are not suspended and (b) the aggregate amount suspension of all outstanding Tranche B Loans Events of Default does not imply any waiver thereof. The suspension of Events of Default while the Commitments of the Lenders under this Agreement are Dormant shall not exceed suspend the Tranche B Commitment. The Tranche B Commitment shall terminate immediately obligation of the Borrower or any other Loan Party to comply with the terms of this Agreement and without further action on the Tranche B Termination Date.other Loan Documents, i.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject to conditions of this Agreement and the conditions other Financing Agreements, and in reliance upon the representations and warranties of the Obligors set forth hereinherein and in the other Financing Agreements, Lender agrees to make available to the Borrower: one or more loans (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the each a “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B LoansLoan” and together with all Tranche A Loanscollectively, the “Loans”) at such times as the Borrower may from time to time request until, but not including, the Termination Date, and in such amounts as the Borrower may from time to time request, provided, that the aggregate principal balance of all Loans outstanding at any time shall not exceed Twenty-Five Million Dollars ($25,000,000) (the “Maximum Commitment”), and further provided, that to the extent the Borrower may request Loans in excess of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (the “Minimum Commitment”), then prior to disbursement of such Loans in excess of the Minimum Commitment, (i) a Corporate Guarantor or its Affiliate, as determined by Borrower and reasonably acceptable to Lender, shall first deposit into the Collateral Account an amount in cash equal to at least 100% of the amount of the Loans in excess of the Minimum Commitment in increments of Two Million Five Hundred Thousand Dollars ($2,500,000) or (ii) a Corporate Guarantor or its Affiliate, as determined by Borrower and reasonably acceptable to Lender, shall first pledge an amount of short-term (that is, having a term of maturity not to exceed two (2) years) U.S. Treasury Notes in the aggregate principal amount equal to 110% of the amount by which Tranche B the Loans exceed of the Minimum Commitment, to be held in the Collateral Account, in each case to secure the repayment of Loans in excess of the Minimum Commitment, which amounts held in the Collateral Account shall be released (in whole or in part, as applicable, and on a pro rata basis subject to the required percentage threshold referenced above) and such pledge shall terminate (in whole or in part, as applicable, and on a pro rata basis subject to the required percentage threshold referenced above) if and when, and to the extent that and so long as, the Loans in excess of the Minimum Commitment are repaid (collectively, the “Commitment”). Loans made by Lender may be repaid and, subject to the terms and reborrowed in accordance with conditions hereof, including, without limitation, the provisions of the preceding sentence, borrowed again up to, but not including, the Termination Date unless the Loans are otherwise accelerated, terminated or extended as provided in this Agreement; provided that (a) . The Loans shall be used by the amount Borrower for working capital purposes and general liquidity of any Tranche B Advance shall not exceed the least of Borrower. The Collateral Account and pledge referenced in clause (i) the unused portion of the Tranche B Commitment, and (ii) above including, without giving effect to such Tranche B Advancelimitation, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amountterm and provisions thereof and documentation relating thereto, if any, necessary shall be in all respects reasonably acceptable to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination DateLender.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject conditions of this Agreement, Bank agrees to make one or more Advances to Borrower from time to time prior to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Commitment Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the aggregate amount of all Advances at any Tranche A Advance time outstanding shall not exceed the least lesser of (i) the unused portion of the Tranche A Commitment, Borrowing Base in effect from time to time; or (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as amount of the close Commitment. Subject to the foregoing limitations and other terms of business on this Agreement, Borrower may borrow, repay and reborrow under the Business Day immediately preceding Commitment. The Obligation to repay the date Advances made to Borrower pursuant to the Commitment shall be evidenced by Borrower's Note in the form of Exhibit 2.1 hereto, payable to the order of Bank. Within the limits of this Section 2.1, Borrower may borrow, repay and reborrow hereunder, according to the terms hereof, each Advance being evidenced by the Note under which such Tranche A Advance plus is requested; provided, however, that (zi) subject to the provisions of the Credit Sweep Service described in Section 2.5 hereof, each Prime Rate Advance shall be in a minimum amount of $50,000 or an integral multiple thereof and each LIBOR Advance shall be in a minimum amount of $250,000; (ii) the amount, if any, necessary to round up to aggregate outstanding principal amount of Advances shall not at any time exceed the nearest minimum or integral multiple amount required by Section 2.02(a) Borrowing Base then in effect; and (iii) no more than eight (8) LIBOR Advances may be outstanding at any time. Each request by Borrower for an Advance under this Section 2.1 may be made by Borrower's delivery (which may be by telephone and immediately confirmed by telecopy facsimile transmission) to Bank of a request for advance (the aggregate amount requested "Request for Advance") signed by the an executive officer of Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount form of all outstanding Tranche A Loans shall not exceed the Tranche A CommitmentExhibit "5.2" attached hereto. The Tranche A Commitment Request for Advance for Prime Rate Advances shall terminate immediately and without further action be submitted to Bank by at least 12:00 noon, Central Time, on the Tranche A Termination Date. (b) during desired advance date, and for LIBOR Advances shall be submitted to Bank by at least 12:00 noon, Central Time, three Business Days prior to the period commencing October 1, 2008 desired advance date. Subject to the terms and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions conditions of this Agreement; provided that (a) , Borrower may select a subsequent Interest Period to begin on the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion last day of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of Interest Period for any LIBOR Advance and may convert such Tranche B LIBOR Advance plus (z) the amount, if any, necessary to round up a Prime Rate Advance. Subject to the nearest minimum or integral multiple amount required by Section 2.02(a) terms and (iii) the aggregate amount requested by the conditions of this Agreement, Borrower in the applicable may also convert a Prime Rate Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Dateto a LIBOR Advance.

Commitment. GM agrees, on and after the Effective Date, Subject to and upon the terms and subject to the conditions herein set forth hereinand in reliance upon the representations and warranties set forth herein and in the other Loan Documents, each Lender severally agrees to make available a loan or loans (each a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the A Term Facility, B Term Facility, Bridge Facility and the Revolving Facility, as set forth below: (a) during Loans under the period commencing May 9A Term Facility (each an "A Term Loan" and, 2008 and ending collectively, the "A Term Loans"), (i) shall be made pursuant to (A) a drawing by the Borrower on the Tranche Closing Date in the aggregate principal amount of $20,000,000 and (B) a drawing by the Borrower on the Restatement Date in the aggregate principal amount of $643,750 and made by the Lenders with Increased A Termination Term Commitments, (ii) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such A Term Loans pursuant to Section 1.06) and (iii) shall not exceed in aggregate principal amount for any Lender at the time of occurrence thereof (A) the A Term Commitment, if any, of such Lender or (B) solely with respect to additional A Term Loans made on the Restatement Date, loans the Increased A Term Commitment, if any, of such Lender. Once repaid, A Term Loans borrowed hereunder may not be reborrowed. The Borrower and the Lenders acknowledge (i) the repayment of $5,643,750 in an aggregate principal amount of A Term Loans under the Existing Credit Agreement and (ii) the making of $20,000,000 in aggregate principal amount of A Term Loans on the Closing Date in accordance with the terms of the Existing Credit Agreement, and agree that $14,356,250 in aggregate outstanding principal amount not of such A Term Loans (in addition to exceed the Tranche additional A Commitment Term Loans being made on the Restatement Date) continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (all such loansb) Loans under the B Term Facility (each a "B Term Loan" and, collectively, the “Tranche A "B Term Loans”") (i) shall be made pursuant to (A) a drawing by the Borrower on the Closing Date in the aggregate principal amount of $30,000,000, (B) a pro rata repayment to the Lenders with Revolving Commitments of $10,000,000 in principal amount of outstanding Revolving Loans owing to the Lenders by an additional $10,000,000 principal amount B Term Loan made by Fleet Bank to the Borrower on the Conversion Date, and (C) a drawing by the Borrower on the Restatement Date in the aggregate principal amount of $23,008,000 and made by the Lenders with Increased B Term Commitments, (ii) shall be made and initially maintained as Borrowings of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (iii) shall not exceed in aggregate principal amount for any Lender at the time of occurrence thereof (A) the B Term Commitment, if any, of such Lender or (B) solely with respect to additional B Term Loans made on the Restatement Date, the Increased B Term Commitment, if any, of such Lender. Once repaid, B Term Loans borrowed hereunder may not be reborrowed. The Borrower and the Lenders acknowledge (i) the repayment of $3,008,000 in aggregate principal amount of B Term Loans under the Existing Credit Agreement and (ii) the making of $30,000,000 in aggregate principal amount of B Term Loans on the Closing Date and an additional $10,000,000 B Term Loan on the Conversion Date in accordance with the terms of the Existing Credit Agreement, and agree that $36,992,000 in aggregate outstanding principal amount of such B Term Loans (in addition to the additional B Term Loans being made on the Restatement Date) continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (c) Loans under the Bridge Facility (each a "Bridge Loan" and, collectively, the "Bridge Loans"), (i) shall be made pursuant to a single drawing which Tranche A shall be on the Closing Date, (ii) shall be made and maintained as a single Borrowing of Base Rate Loans and (iii) shall not exceed in aggregate principal amount for any Lender at the time of occurrence thereof the Bridge Commitment, if any, of such Lender. Once repaid, Bridge Loans borrowed hereunder may not be reborrowed. (d) Loans under the Revolving Facility (each a "Revolving Loan" and, collectively, the "Revolving Loans"), (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Expiry Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type and (B) Revolving Loans maintained as Eurodollar Loans may not be incurred prior to the Syndication Date, (iii) may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that hereof, (aiv) the amount of any Tranche A Advance shall not exceed in the least aggregate for all Lenders at any time outstanding, when combined with the aggregate principal amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Borrowing Base at such time and (v) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when combined with the aggregate outstanding principal amount of all other Revolving Loans of such Lender and with such Lender's Adjusted Revolving Commitment Percentage, if any, of the sum of (A) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (B) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals (1) if such Lender is a Non-Defaulting Lender, the Adjusted Revolving Commitment, if any, of such Lender at such time and (2) if such Lender is a Defaulting Lender, the Revolving Commitment, if any, of such Lender at such time. The Borrower, the Agent and all of the Lenders agree and acknowledge that, as of the Conversion Date, $10,000,000 in principal amount of outstanding Revolving Loans owing to the Lenders were repaid pro rata from the proceeds of a $10,000,000 principal amount B Term Loan made by Fleet Bank to the Borrower pursuant to Section 1.01(b). The Borrower and the Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (e) Subject to and upon the terms and conditions herein set forth, Fleet Bank in its individual capacity agrees to make at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline Loan," and, collectively, the "Swingline Loans"), which Swingline Loans (i) the unused portion of the Tranche A Commitmentshall be made and maintained as Base Rate Loans, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of this Agreement; all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Commitment then in effect (after giving effect to any reductions to the Adjusted Total Revolving Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Fleet Bank will not make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5 are not then satisfied. (f) On any Business Day, Fleet Bank may, in its sole discretion, give notice to the Revolving Lenders that its outstanding Swingline Loans shall be repaid with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (aeach such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each Revolving Lender's Adjusted Revolving Commitment Percentage, and the proceeds thereof shall be applied directly to repay Fleet Bank for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by Fleet Bank notwithstanding (i) that the amount of any Tranche B Advance shall the Mandatory Borrowing may not exceed comply with the least of (i) the unused portion of the Tranche B CommitmentMinimum Borrowing Amount otherwise required hereunder, (ii) without giving effect to such Tranche B Advancewhether any conditions specified in Section 5 are then satisfied, the sum (iii) whether a Default or an Event of Default has occurred and is continuing, (yiv) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus Mandatory Borrowing and (zv) any reduction in the amountTotal Revolving Commitment, if anythe Adjusted Total Revolving Commitment or the Borrowing Base after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Lender (other than Fleet Bank) hereby agrees that it shall forthwith purchase from Fleet Bank (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to round up cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Revolving Commitment Percentages, provided that all interest payable on the Swingline Loans shall be for the account of Fleet Bank until the date the respective assignment is purchased and, to the nearest minimum or integral multiple amount required by Section 2.02(a) extent attributable to the purchased assignment, shall be payable to the Revolving Lender purchasing same from and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount after such date of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datepurchase.

Commitment. GM agrees, on and after the Effective Date, and upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B the applicable Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement, each Lender severally agrees to make Advances of Dollar Revolving Loans in Dollars or FF Revolving Loans in French Francs (as specified in the respective Borrowing Notice) to the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender; provided provided, however, that the Lenders will not be 40 48 required and shall have no obligation to make any Advance under the Revolving Credit Facility (ai) so long as any condition set forth in Section 7.2 hereof is not satisfied or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided, further, however, that immediately after giving effect to each such Advance, (A) the amount Dollar Value of any Tranche A Advance all Revolving Credit Outstandings plus the Dollar Value of Letter of Credit Outstandings shall not exceed the least of (i) the unused portion of the Tranche A Total Revolving Credit Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (zB) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount Dollar Value of all outstanding Tranche A Loans Outstandings shall not exceed the Tranche A Commitment. The Tranche A Total Credit Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (bC) during the period commencing October 1if such Advance is a FF Revolving Loan, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any FF Revolving Loan Outstandings plus Tranche B Advance Term Loan Outstandings shall not exceed the least of (i) the unused portion of the Tranche B Total FF Loan Commitment, (ii) without giving effect to . Within such Tranche B Advancelimits, the sum of Borrower may borrow, repay and reborrow hereunder, on a Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) Specified Availability as of no Fixed Rate Revolving Loan shall be made which has an Interest Period that extends beyond the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus Revolving Credit Termination Date and (z) the amounteach Fixed Rate Revolving Loan may, if any, necessary to round up subject to the nearest minimum or integral multiple amount required by provisions of Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action 5.5, be repaid only on the Tranche B Termination Datelast day of the Interest Period with respect thereto.

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 30% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 75% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $1,500,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Nonconforming Commitment. The Tranche B , (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall terminate immediately and without further action on not exceed 0% of the Tranche B Termination DateNonconforming Commitment.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject to conditions hereof and in reliance upon the conditions representations and warranties set forth herein, each U.S. Lender severally agrees to make available to Airgas such U.S. Lender's U.S. Commitment Percentage of revolving credit loans requested by Airgas in U.S. Dollars ("Revolving U.S. Loans") from time to time from the Borrower: (a) during Closing Date until the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an or such earlier date as the Revolving U.S. Commitments shall have been terminated as provided herein for the purposes hereinafter set forth; provided, however, that the aggregate outstanding principal amount of outstanding Revolving U.S. Loans shall not exceed THREE HUNDRED SIXTY-SEVEN MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS (U.S.$367,500,000) (as such aggregate maximum amount may be increased or reduced from time to time as provided in Section 4.4, the "Revolving U.S. Committed Amount"); provided, further, (i) with regard to each U.S. Lender individually, such U.S. Lender's outstanding Revolving U.S. Loans shall not exceed such U.S. Lender's U.S. Commitment Percentage of the Tranche A Commitment Revolving U.S. Committed Amount and (all such loans, ii) with regard to the U.S. Lenders collectively, the “Tranche A aggregate principal amount of outstanding Revolving U.S. Loans plus the aggregate principal amount of outstanding Competitive U.S. Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus U.S. LOC Obligations outstanding shall not exceed the Revolving U.S. Committed Amount. Revolving U.S. Loans may consist of U.S. Base Rate Loans or Eurodollar Loans”), which Tranche A Loans or a combination thereof, as Airgas may request, and may be repaid and reborrowed in accordance with the provisions of this Agreementhereof; provided provided, however, that (a) the amount of no more than 11 Eurodollar Loans shall be outstanding hereunder at any Tranche A Advance time. For purposes hereof, Eurodollar Loans with different Interest Periods shall not exceed the least of (i) the unused portion of the Tranche A Commitmentbe considered as separate Eurodollar Loans, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business even if they begin on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amountsame date, if anyalthough borrowings, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) extensions and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request conversions may, in accordance with Section 2.02(a) and (b) the aggregate amount provisions hereof, be combined at the end of all outstanding Tranche A existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period. Revolving U.S. Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans hereunder may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datehereof.

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) an amount equal to: the Borrowing Base, at such time minus (b) $1,000,000, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested of Wet Advances outstanding at any time shall not exceed 40% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 40% of the Borrower in Commitment, (5) the applicable Advance Request in accordance with Section 2.02(aaggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $10,000,000 (the "Nonconforming Commitment"), (6) and the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (b7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall no exceed 40% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs shall not exceed $25,000,000 (the "HELOC Commitment"), provided, however, during the period October 29, 2002 through December 31, 2002, aggregate amount may not exceed $50,000,000 (11) the aggregate principal amount of Advances outstanding at any time secured by Second Mortgage Loans shall not exceed $25,000,000 provided, however, during the period October 29, 2002 through December 31, 2002, aggregate amount may not exceed $50,000,000 (the "Second Mortgage Loan Commitment"), (12) the aggregate amount of all Advances outstanding Tranche A at any time secured by Second Mortgage Loans and Eligible HELOCs shall not exceed $25,000,000, provided, however, during the period October 29, 2002 through December 31, 2002, aggregate amount may not exceed $50,000,000 (13) the aggregate principal amount of Advances outstanding at any time secured by HLTV Loans shall not exceed $10,000,000 (the Tranche A "HLTV Commitment. The Tranche A Commitment "), and (14) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans, HLTV Loans, Second Mortgage Loans and Eligible HELOCs shall terminate immediately and without further action on the Tranche A Termination Date. (b) not exceed $45,000,000 provided, however, during the period commencing October 129, 2008 and ending on the Tranche B Termination Date2002 through December 31, loans in an 2002, aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i$70,000,000." Sections 4.02(r) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up is hereby added to the nearest minimum or integral multiple amount required by Section 2.02(a) Warehouse Credit Agreement and (iii) the aggregate amount requested by the Borrower shall read in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.full as follows:

Commitment. GM agreesLender hereby commits, on and after the Effective Date, and upon subject to the terms and subject conditions set forth herein and in the Securities Purchase Agreement, to provide the Loan to the conditions Company in immediately available funds in the aggregate principal amount of $100,000,000 (the “Commitment Amount”) payable as follows: (i) $85 million (such amount, the “Initial Funding Amount”) (inclusive of the amount previously funded as the Deposit) no later than the date that is 70 days following the date on which the Company receives the Deposit (as defined below) (the “Outside Date” and the funding of the initial $85 million on or prior to the Outside Date, the “Initial Closing”)), and (ii) the remaining $15 million within 60 days following the Initial Closing (the funding of the second $15 million within 60 days following the Initial Closing, the “Second Closing”). The funds received in connection with the Commitment Amount hereunder shall be evidenced by a Senior Secured Promissory Note (in addition to other Security Agreements), which shall have a maturity date of five (5) years after the date of such note, and shall bear interest, payable quarterly in arrears, in an amount equal to the Secured Applicable Interest Amount for such period (based on the actual number of days elapsed) while principal is outstanding (except that if Lender advances the full $100 million Loan, then the amount set forth in clause (a)(i)(A) of the definition of Secured Applicable Interest Amount shall be payable quarterly for a minimum of two (2) years after the Initial Closing regardless of whether the principal remains outstanding during such period). In consideration of the terms set forth herein, Xxxxxx hereby agrees to make available to fund a deposit in the Borrower: amount of $10,000,000 (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A LoansDeposit”)) no later than June 11, which Tranche A Loans may be repaid and reborrowed 2024 in immediately available funds in accordance with the provisions wire instructions provided by the Company to Lender. Xxxxxx agrees that such Deposit shall be non-refundable under any circumstances whatsoever. In the event that the Company and Xxxxxx enter into definitive documents for the Loan and the Initial Funding Amount of this Agreement; provided that (a) the Loan is funded in full on or before the Outside Date, the amount of any Tranche A Advance the Deposit shall not exceed be credited against the least of (i) initial $85 million required to be funded by Lender under the unused portion Loan at the Initial Closing. Any interest that accrues on the Deposit shall be for the sole and separate account of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination DateCompany. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.

Commitment. GM (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth hereinFinal Maturity Date, to make available to the Borrower: a loan or loans (a) during the period commencing May 9each, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loansa "Revolving Loan" and, collectively, the “Tranche A "Revolving Loans”") to one or more of the Borrowers (on a several basis), which Tranche A Revolving Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower (except in the case of Base Rate Loans, which shall only be Dollardenominated); (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) except as hereinafter provided, may, at the option of this Agreement; any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; (aiv) shall not, in the amount case of Revolving Loans denominated in Primary Alternate Currencies, exceed $200,000,000 in aggregate Principal Amount at any Tranche A Advance time outstanding for all such Revolving Loans; and (v) shall not exceed the least of (i) the unused portion of the Tranche A Commitmentthat aggregate Principal Amount which, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up when added to the nearest minimum or integral multiple amount required by Section 2.02(a) aggregate Principal Amount of all other Revolving Loans then outstanding and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount Principal Amount of all outstanding Tranche A Competitive Bid Loans shall not exceed then outstanding, equals the Tranche A Commitment. The Tranche A Total Commitment shall terminate immediately and without further action on the Tranche A Termination Dateat such time. (b) during Subject to and upon the period commencing October 1terms and conditions herein set forth, 2008 and ending each Lender severally agrees that one or more Borrowers may (on the Tranche B Termination Datea several basis) incur a loan or loans (each, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loansa "Competitive Bid Loan" and, collectively, the “Tranche B "Competitive Bid Loans” ") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and together with all Tranche A from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance when combined with the provisions then aggregate outstanding Principal Amount of this Agreement; provided that (a) the amount of any Tranche B Advance all Revolving Loans, shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to Total Commitment at such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datetime.

Commitment. GM agrees, on Subject to and after the Effective Date, and upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided , the SOIF Parties agree to make disbursements under the Line of Credit, and Borrower may draw upon and borrow, in the manner and upon the terms and conditions expressed in this Agreement, amounts that (a) the amount of any Tranche A Advance shall not exceed in the least aggregate, at any one time outstanding, Thirteen Million Five Hundred Thousand and 00/100 Dollars ($13,500,000.00) (the "Commitment Amount"). The Line of Credit shall be a revolving line of credit, against which disbursements may be made to Borrower, repaid by Borrower and additional disbursements made to Borrower, subject to the limitations contained in this Agreement; provided, that the SOIF Parties shall have no obligation to make any disbursement (iA) that would cause the unused portion outstanding principal balance of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum Line of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance Credit plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately principal and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not any accrued but unpaid interest to exceed the Tranche B Commitment Amount or (B) if there is an Event of Default or a Default (as defined below). The Line of Credit shall bear interest on the outstanding principal balance as follows: at a simple annual rate of the 30-Day LIBOR Rate applicable on April 2, 2013 plus six percent (6.0%), wherein the minimum interest rate shall be at least eight and one-half percent (8.5%); which accrued interest shall be payable monthly in arrears, on the second day of each month, beginning on April 2, 2013. If not sooner paid, all such loansoutstanding principal, collectivelyaccrued but unpaid interest and other outstanding sums due under this Agreement shall be paid in full on October 2, 2013 (the "Maturity Date"). The Maturity Date may be extended in the sole and absolute discretion of the Borrower, with at least five (5) days’ prior written notice to the SOIF Parties, for an additional six (6) month period (the “Tranche B Loans” and together with all Tranche A LoansMaturity Extension Period”) at a simple annual rate of the 30-Day LIBOR Rate applicable on July 2, the “Loans”2013 plus six percent (6.0%), which Tranche B Loans may wherein the minimum interest rate shall be repaid at least eight and reborrowed in accordance with the provisions of this Agreement; provided that one-half percent (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date8.5%).”

Commitment. GM agreesCenterbridge Capital Partners II, L.P. and Centerbridge Capital Partners SBS II, L.P. (together, the “Sponsor”) on behalf of themselves or one or more of their affiliated parallel or co-investment funds hereby jointly and after severally agree to fund the Effective DateCommitment (as defined below) by contributing equity to Parent in an amount equal to the percentages set forth opposite their respective names on Exhibit A. The obligation of the Sponsor to fund the Commitment is subject only to the satisfaction of the following conditions: (i) the execution and delivery of the Merger Agreement by the parties thereto; (ii) (x) if the Offer Closing shall occur, the satisfaction or waiver by Parent and upon Purchaser of all of the Offer Conditions, as of the expiration of the Offer (other than those conditions that by their terms are to be satisfied by actions taken at the Offer Closing, but each of which shall be capable of being satisfied at the Offer Closing), or (y) if the Merger Closing shall occur, the satisfaction or (to the extent permitted by applicable Law) waiver by Parent and subject to Purchaser of the conditions set forth hereinin Section 6.1 and Section 6.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied by actions taken at the Merger Closing, to make available to each of which shall be capable of being satisfied at the Borrower: Merger Closing); (aiii) during (x) the period commencing May 9Debt Financing (or, 2008 and ending on if alternative debt financing has been obtained in accordance with Section 5.13(d) of the Tranche A Termination DateMerger Agreement for all the Debt Financing, loans in an aggregate outstanding principal amount not to exceed such alternative debt financing) has been funded or (y) the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may Debt Financing would be repaid and reborrowed funded in accordance with the provisions of this Agreementterms thereof at the Offer Closing and/or the Merger Closing, as applicable, if the Equity Financing is funded at the Offer Closing or the Merger Closing, as applicable; provided that and (aiv) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.Company has irrevocably confirmed

Commitment. GM agrees(a) Subject to the terms and conditions herein provided, on and so long as no Event of Default has occurred and is continuing hereunder, Lender agrees to lend to the Borrowers, from time to time from and after the Effective Date, Tranche 1 Closing Date and upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on before the Tranche A 1 Financing Termination Date, loans in an aggregate outstanding principal amount not to exceed the amount set forth on Schedule 2.01 hereto as the maximum principal amount (the "Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”1 Commitment"), which Tranche A Loans may be repaid and reborrowed in accordance with solely for the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business purpose set forth on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination DateSchedule 2.01. (b) during Subject to the period commencing October 1terms and conditions herein provided, 2008 and ending on so long as no Event of --------------------------------- Borrower's Initials: Lender's Initials: --------------------------------- Default has occurred and is continuing hereunder, Lender agrees to lend to the Borrowers, from time to time from and after the Tranche B 2 Closing Date and before the Tranche 2 Financing Termination Date, loans in an aggregate outstanding principal amount not to exceed the amount set forth on Schedule 2.01 hereto as the maximum principal amount (the "Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”2 Commitment"), which solely for the purpose set forth on Schedule 2.01. (c) Subject to the terms and conditions herein provided, and so long as no Event of Default has occurred and is continuing hereunder, Lender agrees to lend to the Borrowers, from time to time from and after the Tranche B Loans may be repaid 3 Closing Date and reborrowed in accordance with before the provisions of this Agreement; provided that (a) Tranche 3 Financing Termination Date, an aggregate principal amount not to exceed the amount set forth on Schedule 2.01 hereto as the maximum principal amount (the "Tranche 3 Commitment"), solely for the purpose set forth on Schedule 2.01. (d) Subject to the terms and conditions herein provided, and so long as no Event of any Default has occurred and is continuing hereunder, Lender agrees to lend to the Borrowers, from time to time from and after the Tranche B Advance shall 4 Closing Date and before the Tranche 4 Financing Termination Date, an aggregate principal amount not to exceed the least of amount set forth on Schedule 2.01 hereto as the maximum principal amount (i) the unused portion of "Tranche 4 Commitment"), solely for the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business purpose set forth on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination DateSchedule 2.01.

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) an amount equal to: the Borrowing Base, at such time minus (b) $2,000,000, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 40% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 40% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $5,000,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Nonconforming Commitment. The Tranche B Commitment , (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall terminate immediately not exceed 50% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs shall not exceed $5,000,000 (the "HELOC Commitment") and without further action on (11) the Tranche B Termination Dateaggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans and Eligible HELOCs shall not exceed $5,000,000."

Commitment. GM agrees, on and after the Effective Date, Use of Proceeds. (a) Subject to and upon the terms and subject conditions herein set forth, the Lender has made to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending Borrower on the Tranche A Termination Closing Date, loans the Term Loan in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Lender’s Term Loan Commitment. The Tranche A Commitment Term Loan is a term loan and, therefore, Borrower shall terminate immediately and without not be entitled to obtain any further action or additional Advances on the Tranche A Termination Term Loan after the Closing Date. (b) during the period commencing October 1, 2008 and ending The amount advanced on the Tranche B Termination DateTerm Loan on the Closing Date shall be deemed to be an ABR Advance. The Term Loan shall, loans in an at the option of Borrower, be continued as, or converted into, part of one or more Borrowings that shall consist entirely of ABR Advances or Eurodollar Advances. The aggregate outstanding principal amount of each Borrowing under the Term Loan shall in the case of Eurodollar Advances be not to less than $5,000,000 or a greater integral multiple of $1,000,000, and in the case of ABR Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser amount as shall then equal the outstanding balance of the Term Loan. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article III exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreementfive; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of ABR Advances under the Term Loan shall be considered as one Borrowing. The parties hereto agree that (a) the amount aggregate principal balance of any Tranche B Advance the Term Loan shall not exceed the least Term Loan Commitment. (c) The proceeds of the Term Loan shall be used solely for the following purposes: (i) To repay in full the unused Uncommitted Line Facility on the Closing Date and a portion of the Tranche B Commitment, outstanding principal of the SunTrust Loan incurred in connection with the Arrowhead Acquisition; (ii) without giving effect to such Tranche B AdvanceTo pay all transaction fees and expenses incurred in connection with this facility including any fees and costs and expenses, the sum of (y) Specified Availability as including attorneys’ fees, of the close Lender, and, with the consent of business on the Business Day immediately preceding Lender, costs and expenses, including attorneys’ fees, of the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination DateBorrower.

Commitment. GM agrees, on and after the Effective Date, and upon (a) Subject to the terms and subject conditions and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Loans to the conditions set forth hereinCompanies, which may be either "A" Loans to make available HomeGold or "B" Loans to CII, at any time and from time to time on or after the Borrower: (a) during date hereof and to, but not including, the period commencing May 9, 2008 and ending on the Tranche A Termination Maturity Date, loans in an aggregate outstanding principal amount at any time outstanding to the Companies not to exceed the Tranche A amount of such Lender's Commitment, as such Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed reduced in accordance with the provisions of this Agreement; provided that . (ab) Notwithstanding the foregoing (i) the aggregate principal amount of Loans outstanding at any Tranche A Advance time to the Companies on a combined basis shall not exceed the least lesser of (iA) the unused portion Total Commitment and (B) the then current Borrowing Base of the Tranche A CommitmentCompanies on a combined basis, (ii) without giving effect the aggregate principal amount of "A" Loans outstanding at any time to such Tranche A AdvanceHomeGold shall not exceed the then current Borrowing Base of HomeGold on an individual basis, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all "B" Loans outstanding Tranche A Loans at any time to CII shall not exceed the Tranche A Commitmentlesser of (A) $35,000,000 and (B) the then current Borrowing Base of CII on an individual basis, and (iv) the aggregate principal amount of Wet Loans shall not at any time exceed the Wet Mortgage Loan Sublimit. The Tranche A Total Commitment and the Commitment of each Lender shall terminate immediately automatically and without further action permanently be reduced to zero on the Tranche A Termination Maturity Date. (b) during . Within the period commencing October 1, 2008 limits of time and ending on the Tranche B Termination Date, loans amount set forth in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectivelythis Section 2.01, the “Tranche B Loans” Companies may borrow, repay and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with reborrow hereunder subject to the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.

Commitment. GM agrees, on and after the Effective Date, (a) Subject to and upon the terms and conditions herein set forth, each Lender agrees, at any time and from time to time on or prior to the Commitment Termination Date, to make Advances to the Borrowers in the aggregate amount at any time outstanding not to exceed the Commitment of such Lender. The right of any Borrower to obtain an Advance hereunder, as opposed to the right of any other Borrower, shall be on a “first come, first served” basis. (b) The Advances made pursuant hereto by the Lenders (i) shall, at the option of the applicable Borrower, be Prime Rate Loans, Overnight Rate Loans or LIBOR Loans, (ii) shall be ratable among each Lender in accordance with such Lender’s Commitment Ratio and (iii) shall not exceed, in the aggregate principal amount outstanding at any one time, the aggregate amount of the Commitments. In addition, no Borrower may request an Advance hereunder if, after giving effect to the requested Advance, either (i) the aggregate amount of all Loans outstanding to such Borrower is greater than thirty-three and one-third percent (33 1/3%) of the Net Asset Value of such Borrower on the date of the requested Advance or (ii) the outstanding Indebtedness of such Borrower would exceed the maximum Indebtedness permitted to be borrowed by such Borrower as set forth in such Borrower’s Prospectus. Notwithstanding the foregoing, and without in any way limiting the rights of the Lenders to refuse to make any Advance hereunder to a particular Borrower at any time any Default or Event of Default has occurred and is continuing with respect to such Borrower, such Borrower may not select a LIBOR Loan if, at the time of such selection, a Default or Event of Default has occurred and exists hereunder with respect to such Borrower. LIBOR Loans shall in all cases be subject to Section 2.05(e) and Article VIII hereof. There may be only one Advance on any day for each Borrower. Within the foregoing limits and subject to the conditions set forth hereinout in Article III, to make available to the Borrower:each Borrower may borrow under this Section, repay, prepay and reborrow. (ac) during the period commencing May 9The aggregate principal amount of each Advance of a LIBOR Loan, 2008 an Overnight Rate Loan or a Prime Rate Loan hereunder shall be not less than $1,000,000 and ending on the Tranche A Termination Date, loans shall be in an aggregate outstanding principal amount not to exceed the Tranche A Commitment integral multiple of $1,000,000 (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed except for an Advance in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance the then-unused aggregate Commitments). (d) Each Borrower shall not exceed have the right, upon at least of (i) three Business Days“ notice to the Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as respective Commitments of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amountLenders, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower provided that each partial reduction shall be in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in $1,000,000 or an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) thereof and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) provided further that the aggregate amount of all outstanding Tranche B Loans the Commitments of the Lenders shall not exceed be reduced to an amount that is less than the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on aggregate principal amount of the Tranche B Termination DateLoans then outstanding.

Commitment. GM agrees, on Subject to and after the Effective Date, and upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided , the SOIF Parties agree to make disbursements under the Line of Credit, and Borrower may draw upon and borrow, in the manner and upon the terms and conditions expressed in this Agreement, amounts that (a) the amount of any Tranche A Advance shall not exceed in the least aggregate, at any one time outstanding, Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00) (the "Commitment Amount"). The Line of Credit shall be a revolving line of credit, against which disbursements may be made to Borrower, repaid by Borrower and additional disbursements made to Borrower, subject to the limitations contained in this Agreement; provided, that the SOIF Parties shall have no obligation to make any disbursement (iA) that would cause the unused portion outstanding principal balance of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum Line of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance Credit plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately principal and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not any accrued but unpaid interest to exceed the Tranche B Commitment Amount or (B) if there is an Event of Default or a Default (as defined below). The Line of Credit shall bear interest on the outstanding principal balance as follows: (1) for the first three months of the term, at a simple annual rate of the 30-Day LIBOR Rate applicable on the date hereof plus six percent (6.0%), wherein the minimum interest rate shall be at least seven and one half percent (7.5%); and (2) for the second three months of the term, at a simple annual rate of the 30-Day LIBOR Rate available January 15, 2013 plus six percent (6.0%), wherein the minimum interest rate shall be at least eight and one half percent (8.5%); which accrued interest shall be payable monthly in arrears, on the fifteenth day of each month, beginning on November 15, 2012. If not sooner paid, all such loansoutstanding principal, collectivelyaccrued but unpaid interest and other outstanding sums due under this Agreement shall be paid in full on April 15, 2013 (the "Maturity Date"). The Maturity Date may be extended in the sole and absolute discretion of the Borrower, with at least five (5) days’ prior written notice to the SOIF Parties, for an additional six (6) month period (the “Tranche B Loans” and together with all Tranche A LoansMaturity Extension Period”) upon the same interest rate as in subparagraph (2) above but based upon the 30-Day LIBOR Rate available April 15, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date2013.

Commitment. GM From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, on and after the Effective Date, and upon the terms and conditions set forth in this Agreement, that Borrower may, subject to the terms and conditions set forth hereinof this Agreement, borrow on a revolving basis from Lenders on the Closing Date and from time to make available time thereafter sums, the outstanding amount of which shall not when added to the Borrower: (a) during the period commencing May 9Letter of Credit Usage, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Aggregate Commitment at any time; PROVIDED, HOWEVER, that (all i) with regard to each Lender individually, the sum of each such loans, Lender's outstanding Loans shall not exceed such Lender's Commitment; (ii) with regard to Lenders collectively, the “Tranche A Loans”Outstanding Amount shall not exceed the Aggregate Commitment; (iii) the Dollar Equivalent of Foreign Currency Loans shall not exceed Fifty Million Dollars ($50,000,000), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (aiv) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Money Market Line Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. Fifty Million Dollars (b) during the period commencing October 1$50,000,000), 2008 and ending on the Tranche B Termination Dateprovided, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectivelyhowever, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B amount of Money Market Line Loans may be repaid exceed Fifty Million Dollars ($50,000,000) by the amount of any Swingline Loans that are converted into a Money Market Loan pursuant to SECTION 2.7(b); and reborrowed in accordance with the provisions of this Agreement; provided that (av) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Swingline Loans shall not exceed the Tranche B CommitmentFive Million Dollars ($5,000,000). The Tranche B Commitment Commitments to lend hereunder shall terminate immediately and without further action expire on the Tranche B Facility Termination DateDate and may earlier terminate pursuant to Section 6.14. The credit facility established hereunder shall be evidenced by Revolving Promissory Notes delivered by Borrower in favor of each Lender, respectively. Loans shall be made in the Applicable Currency.

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) an amount equal to: the Borrowing Base, at such time minus (b) $1,000,000, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested of Wet Advances outstanding at any time shall not exceed 40% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 40% of the Borrower in Commitment, (5) the applicable Advance Request in accordance with Section 2.02(aaggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $10,000,000 (the "Nonconforming Commitment"), (6) and the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (b7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 40% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs shall not exceed $25,000,000 (the "HELOC Commitment"), (11) the aggregate principal amount of Advances outstanding at any time secured by Second Mortgage Loans shall not exceed $25,000,000 (the "Second Mortgage Loan Commitment"), (12) the aggregate amount of all Advances outstanding Tranche A at any time secured by Second Mortgage Loans and Eligible HELOCs shall not exceed $25,000,000, (13) the aggregate principal amount of Advances outstanding at any time secured by HLTV Loans shall not exceed $10,000,000 (the Tranche A "HLTV Commitment. The Tranche A Commitment shall terminate immediately "), and without further action on (14) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans, the “HLTV Loans”), which Tranche B Second Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance Eligible HELOCs shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date$45,000,000."

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrowers, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrowers of this Eligible Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of Commitment and (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of Borrowing Base, at such Tranche A Advance plus time, (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii2) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Credit A- Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion 100% of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Commitment. The Tranche B , (4) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 10% of the Commitment, (6) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment and (8) no Borrower shall terminate immediately have outstanding aggregate Advances at any time in an amount greater than the aggregate Collateral Value of all Mortgage Loans pledged by such Borrower to the Lender pursuant to the provisions of this Agreement and without further action on the Tranche B Termination DateWarehouse Security Agreement.

Commitment. GM agrees, on and after the Effective Date, (a) Subject to and upon the terms and subject conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the conditions set forth hereinFinal Maturity Date, to make available to the Borrower: a loan or loans (a) during the period commencing May 9each, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loansa “Revolving Loan” and, collectively, the “Tranche A Revolving Loans”) to one or more of the Borrowers (on a several basis), which Tranche A Revolving Loans (i) shall be made and maintained in Dollars; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of this Agreement; each Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (aiv) the amount of any Tranche A Advance shall not exceed the least of in aggregate Principal Amount outstanding at any time either (ix) the unused portion of the Tranche A Commitment, Loan Sublimit at such time or (iiy) without giving effect when added to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount Principal Amount of all Competitive Bid Loans then outstanding Tranche A Loans shall not exceed and all Letter of Credit Outstandings at such time, the Tranche A Commitment. The Tranche A Total Commitment shall terminate immediately and without further action on the Tranche A Termination Dateat such time. (b) during Subject to and upon the period commencing October 1terms and conditions herein set forth, 2008 and ending each Lender severally agrees that one or more Borrowers may (on the Tranche B Termination Datea several basis) incur a loan or loans (each, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loansa “Competitive Bid Loan” and, collectively, the “Tranche B Competitive Bid Loans” ”) from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and together with all Tranche A Loansfrom time to time on and after the Restatement Effective Date and prior to the date which is three Business Days preceding the date which is 10 days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the “Loans”), which Tranche B aggregate Principal Amount of Competitive Bid Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance outstanding shall not exceed either (x) when added to the least aggregate Principal Amount of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B AdvanceRevolving Loans then outstanding, the sum of Loan Sublimit at such time or (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up when added to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount Principal Amount of all Revolving Loans then outstanding Tranche B Loans shall not exceed and the Tranche B Commitment. The Tranche B Letter of Credit Outstandings at such time, the Total Commitment shall terminate immediately and without further action on the Tranche B Termination Dateat such time.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject to the conditions herein set forth herein, to make available to the Borrowerforth: (a) during the period commencing May 9, 2008 and ending Credit Facility is to be made available by the Lenders to the Borrower on a revolving basis in the Tranche A Termination Date, loans in an aggregate outstanding principal amount of up to but not exceeding C$500 million (or the Equivalent Amount in US Dollars), of which the Swingline Commitment will be made available by way of Swingline Accommodations by the Swingline Lender only; (b) the Credit Facility shall be available: (i) in Canadian Dollars by way of Prime Rate Advances, Bankers' Acceptances or Letters of Credit (not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”LC Limit), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, and (ii) without giving effect to such Tranche A Advancein US Dollars by way of Base Rate Advances, the sum LIBOR Advances or Letters of Credit (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment LC Limit); (all c) each Lender shall make Accommodations available under the Credit Facility (other than the Swingline) based on its Rateable Portion, and Swingline Accommodations shall be made by the Swingline Lender; (d) in no event shall a Lender be obligated to make Accommodations available under the Credit Facility if after making such loans, collectively, Accommodations the “Tranche B Loans” C$ Equivalent Principal Outstanding of that Lender's Accommodations would exceed that Lender's Commitment; (e) for greater certainty and together with all Tranche A Loans, the “Loans”notwithstanding Section 2.1(7), which Tranche B Loans may be repaid and reborrowed in accordance with no event shall the provisions C$ Equivalent Principal Outstanding of this Agreement; provided that the Swingline Lender's Accommodations under the Credit Facility (aincluding the entire Principal Outstanding by way of Swingline Accommodations) the amount of any Tranche B Advance shall not exceed the least of Swingline Lender's Commitment; and (if) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up each Lender shall make Accommodations available to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datethrough its relevant Lending Office.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject to conditions hereof and in reliance upon the conditions representations and warranties set forth herein, each U.S. Lender severally agrees to make available to Airgas such U.S. Lender's U.S. Commitment Percentage of revolving credit loans requested by Airgas in U.S. Dollars ("Revolving U.S. Loans") from time to time from the Borrower: (a) during Closing Date until the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an or such earlier date as the Revolving U.S. Commitments shall have been terminated as provided herein for the purposes hereinafter set forth; provided, however, that the aggregate outstanding principal amount of outstanding Revolving U.S. Loans shall not exceed SIX HUNDRED TWENTY-FIVE MILLION U.S. DOLLARS (U.S.$625,000,000) (as such aggregate maximum amount may be increased or reduced from time to time as provided in Section 4.4, the "Revolving U.S. Committed Amount"); provided, further, (i) with regard to each U.S. Lender individually, such U.S. Lender's outstanding Revolving U.S. Loans shall not exceed such U.S. Lender's U.S. Commitment Percentage of the Tranche A Commitment Revolving U.S. Committed Amount and (all such loans, ii) with regard to the U.S. Lenders collectively, the “Tranche A aggregate principal amount of outstanding Revolving U.S. Loans plus the aggregate principal amount of outstanding Competitive U.S. Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus U.S. LOC Obligations outstanding shall not exceed the Revolving U.S. Committed Amount. Revolving U.S. Loans may consist of U.S. Base Rate Loans or Eurodollar Loans”), which Tranche A Loans or a combination thereof, as Airgas may request, and may be repaid and reborrowed in accordance with the provisions of this Agreementhereof; provided provided, however, that (a) the amount of no more than 11 Eurodollar Loans shall be outstanding hereunder at any Tranche A Advance time. For purposes hereof, Eurodollar Loans with different Interest Periods shall not exceed the least of (i) the unused portion of the Tranche A Commitmentbe considered as separate Eurodollar Loans, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business even if they begin on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amountsame date, if anyalthough borrowings, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) extensions and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request conversions may, in accordance with Section 2.02(a) and (b) the aggregate amount provisions hereof, be combined at the end of all outstanding Tranche A existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period. Revolving U.S. Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans hereunder may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datehereof.

Commitment. GM agrees, on and after the Effective Date, Subject to and upon the terms and subject to the conditions herein ---------- set forth hereinforth, each Lender severally agrees to make available a loan or loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the Term Facility and the Revolving Facility, as set forth below: (a) during Loans under the period commencing May 9Term Facility (each, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loansa "Term Loan" and, collectively, the “Tranche A "Term Loans”)") (i) shall be made pursuant to a single drawing on the Initial Borrowing Date, which Tranche A (ii) may be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans provided that all Term Loans outstanding as part of the same Borrowing shall, unless specifically provided herein, consist of Term Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any TF Lender at the time of incurrence thereof the Term Commitment of such Lender in effect on such date. Once repaid, Term Loans borrowed hereunder may not be reborrowed. (b) Loans under the Revolving Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that hereof, (aiv) the amount of any Tranche A Advance shall not exceed for all RC Lenders at any time outstanding that aggregate principal amount which, when combined with the least aggregate principal amount of all Swingline Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed for any RC Lender at any time outstanding that aggregate principal amount which, when combined with the aggregate outstanding principal amount of all other Revolving Loans of such Lender and such Lender's Adjusted RC Percentage of the sum of (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals (1) if such RC Lender is a Non-Defaulting Lender, the Adjusted Revolving Commitment of such RC Lender at such time and (2) if such RC Lender is a Defaulting Lender, the Revolving Commitment of such RC Lender at such time. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan", and, collectively, the "Swingline Loans"), which Swingline Loans (i) the unused portion of the Tranche A Commitmentshall be made and maintained as Base Rate Loans, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of this Agreement; all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Commitment then in effect (after giving effect to any reductions to the Adjusted Total Revolving Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo will not make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5.02 are not then satisfied. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the RC Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (aeach such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RC Lenders pro rata based on each RC --- ---- Lender's Adjusted RC Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each RC Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of any Tranche B Advance shall the Mandatory Borrowing may not exceed comply with the least of (i) the unused portion of the Tranche B CommitmentMinimum Borrowing Amount otherwise required hereunder, (ii) without giving effect to such Tranche B Advancewhether any conditions specified in Section 5.02 are then satisfied, the sum (iii) whether a Default or an Event of Default has occurred and is continuing, (yiv) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus Mandatory Borrowing and (zv) any reduction in the amountTotal Revolving Commitment or the Adjusted Total Revolving Commitment or the Borrowing Base after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, if anywithout limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RC Lender (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to round up cause the RC Lenders to share in such Swingline Loans ratably based upon their respective Adjusted RC Percentages, provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the nearest minimum or integral multiple amount required by Section 2.02(a) extent attributable to the purchased assignment, shall be payable to the RC Lender purchasing same from and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount after such date of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datepurchase.

Commitment. GM agrees, on and after the Effective Date, Subject to and upon the terms and subject to the conditions set forth herein, the Bank agrees at any time and from time to time prior to the Maturity Date to make available to Borrower the Borrowerfollowing facilities: (a) during A revolving construction line of credit (the period commencing May 9"Construction LOC") under which the Bank will extend credit to the Borrower from time to time until the Maturity Date by way of advances (each, 2008 a "Construction Advance" and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”"Construction Advances") on a revolving basis up to the principal amount of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00) (the "Construction LOC Commitment"), which Tranche A Loans . Each Construction Advance: (1) may be repaid and reborrowed in accordance with the provisions of this Agreementhereof; provided that (a2) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the in principal amount, if any, necessary to round up to together with the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the then aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate outstanding principal amount of all outstanding Tranche A Loans other Construction Advances made by the Bank at any time outstanding, the Construction LOC Commitment; and (3) shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately mature and without further action be payable on the Tranche A Termination Maturity Date. Of the outstanding principal balance of the Original Indebtedness as of , 1997, $2,052,441.60 shall be deemed to have been disbursed under the Construction LOC. (b) during A commercial mortgage loan in the period commencing October 1, 2008 and ending on original principal amount of NINE MILLION AND NO/100 DOLLARS ($9,000,000.00) (the Tranche B Termination Date, loans in an aggregate "Mauka Land Loan"). Of the currently outstanding principal amount not balance of the Original Indebtedness, $9,000,000.00 shall be deemed to exceed be the Tranche B Commitment Mauka Land Loan. (all such loansc) A revolving working capital line of credit (the "Working Capital LOC") under which the Bank will extend credit to the Borrower from time to time until the Maturity Date by way of advances (each, a "Working Capital Advance" and collectively, the “Tranche B Loans” and together with all Tranche A Loans, "Working Capital Advances") on a revolving basis up to the “Loans”principal amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) (the "Working Capital LOC Commitment"), which Tranche B Loans . Each Working Capital Advance: (1) may be repaid and reborrowed in accordance with the provisions of this Agreementhereof; provided that (a2) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the in principal amount, if any, necessary to round up to together with the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the then aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate outstanding principal amount of all other Working Capital Advances made by the Bank at any time outstanding, the Working Capital LOC Commitment ; and (3) shall mature and be payable on the Maturity Date. Of the currently outstanding Tranche B Loans principal balance of the Original Indebtedness, $4,000,000.00 shall be deemed to have been disbursed under the Working Capital LOC. (d) A commercial mortgage loan in the original principal amount of THREE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($3,200,000.00) (the "Makai Land Loan"). Of the currently outstanding principal balance of the Original Indebtedness, $3,200,000.00 shall be deemed to be the Makai Land Loan. (e) A commercial mortgage loan in the original principal amount of FOUR MILLION SIX HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($4,620,000.00) (the "Puueo Land Loan"). Of the currently outstanding principal balance of the Original Indebtedness, $4,620,000.00 shall be deemed to be the Puueo Land Loan. (f) A commercial mortgage loan in the original principal amount of FOUR MILLION SIX HUNDRED TWENTY-THREE THOUSAND FOUR HUNDRED EIGHT AND NO/100 DOLLARS ($4,623,408.00) (the "Other Land Loan"). Of the currently outstanding principal balance of the Original Indebtedness, $4,623,408.00 shall be deemed to be the Other Land Loan. The Construction LOC, the Mauka Land Loan, the Working Capital LOC, the Makai Land Loan, the Puueo Land Loan, and the Other Land Loan are hereinafter collectively referred to as the "Facilities" and, as the context requires, each may be referred to as a "Facility". The total maximum outstanding balances under the Facilities shall not exceed in the Tranche B aggregate, at any one time $31,443,408.00 (the "Total Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date").

Commitment. GM agreesIn connection with the foregoing, on each of Centerbridge, Oaktree, Oak Hill and after the Effective DateJPM is pleased to advise you of (a) its several, and not joint, commitment to provide, respectively, $515.0 million, $80.0 million, $40.0 million and $30.0 million, respectively, of the principal amount of the Term Facility, and (b) its several, and not joint, commitment to provide, respectively, $27.1 million, $4.2 million, $2.1 million and $1.6 million, respectively, of the principal amount of the Extended Term Loan Commitments (as defined below), in each upon the terms and subject solely to the conditions set forth hereinin this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”; the commitments in respect of the Term Facility and the Extended Term Loan Commitments, the “Commitments”; and the Commitment Parties holding a majority of the principal amount of the Commitments as of the date hereof, the “Majority Commitment Parties”); provided that, notwithstanding anything to the contrary in this Commitment Letter, to make available to the Borrower: extent there are any Remaining Commitments, the commitments in clause (a) during above to provide the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans Term Facility shall instead transition to a commitment to provide an Incremental Facility in an aggregate outstanding amount not to exceed the Remaining Commitments through the Outside Date, subject solely to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet). In addition to the Remaining Commitments, the commitments of the Commitment Parties described in clause (b) above (such commitments, the “Extended Term Loan Commitments”) shall constitute a several, but not joint, commitment of each Commitment Party to provide an Incremental Facility in a principal amount not to exceed its Extended Term Loan Commitments, subject solely to the Tranche A Commitment conditions to the incurrence thereof to be set forth in the Term Facility Documentation (all such loans, collectivelyas defined in the Term Facility Term Sheet); provided that, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance Extended Term Loan Commitments shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up automatically expire to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) extent not funded no later than 120 days after the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Closing Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.

Commitment. GM agrees, on and after the Effective Date, (a) Subject to and upon the terms and subject conditions herein set forth, each Lender agrees, at any time and from time to time on or prior to the conditions set forth hereinCommitment Termination Date, to make available Advances to the Borrower: (a) during Borrowers in the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate amount at any time outstanding principal amount not to exceed the Tranche A Commitment (all of such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount Lender. The right of any Tranche A Borrower to obtain an Advance hereunder, as opposed to the right of any other Borrower, shall not exceed be on a “first come, first served” basis. (b) The Advances made pursuant hereto by the least of Lenders (i) shall, at the unused portion option of the Tranche A Commitmentapplicable Borrower, be Prime Rate Loans, Overnight Rate Loans or LIBOR Loans, (ii) without giving effect to shall be ratable among each Lender in accordance with such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) Lender’s Commitment Ratio and (iii) shall not exceed, in the aggregate principal amount outstanding at any one time, the aggregate amount of the Commitments. In addition, no Borrower may request an Advance hereunder if, after giving effect to the requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Advance, either (bi) the aggregate amount of all Loans outstanding Tranche A Loans shall not exceed to such Borrower is greater than thirty-three and one-third percent (33 1/3%) of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action Net Asset Value of such Borrower on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion date of the Tranche B Commitment, requested Advance or (ii) the outstanding Indebtedness of such Borrower would exceed the maximum Indebtedness permitted to be borrowed by such Borrower as set forth in such Borrower’s Prospectus. Notwithstanding the foregoing, and without giving effect in any way limiting the rights of the Lenders to refuse to make any Advance hereunder to a particular Borrower at any time any Default or Event of Default has occurred and is continuing with respect to such Tranche B AdvanceBorrower, such Borrower may not select a LIBOR Loan if, at the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date time of such Tranche B Advance plus (z) the amountselection, if any, necessary a Default or Event of Default has occurred and exists hereunder with respect to round up such Borrower. LIBOR Loans shall in all cases be subject to the nearest minimum or integral multiple amount required by Section 2.02(a2.05(e) and (iii) the aggregate amount requested by the Borrower in the applicable Article VIII hereof. There may be only one Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.any day for each

Commitment. GM agrees, on and after the Effective Date, and upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not Subject to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that , Bank shall extend to Debtor: (ai) a secured revolving line of credit (the "Revolving Credit"), in the amount of any Tranche A Advance Six Million Four Hundred Thousand Dollars ($6,400,000.00), or so much thereof as shall not exceed be advanced or readvanced, bearing interest and being payable in accordance with the least terms of that certain Revolving Promissory Note of even date herewith, made by Debtor, and payable to the order of Bank in the original principal amount of Six Million Four Hundred Thousand Dollars (i) $6,400,000.00), or so much thereof as shall be advanced or readvanced, and all extensions, renewals and/or modifications thereof and/or substitutions therefor (collectively the unused portion of the Tranche A Commitment, "Revolving Note"); and (ii) without giving effect to such Tranche A Advancea secured revolving equipment line of credit (the "Equipment Line"), the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request amount of Two Million Dollars ($2,000,000.00), or so much thereof as shall be advanced or readvanced, bearing interest and being payable in accordance with Section 2.02(a) the terms of one or more Term Promissory Notes to be made from time to time by Debtor, and payable to the order of Bank, each of which shall be substantially in the form of Exhibit "A" attached hereto and incorporated herein by this reference, and all extensions, renewals and modifications thereof and/or substitutions therefor (b) individually an "Equipment Note" and collectively the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date"Equipment Notes"). (b) during The Revolving Credit and/or the period commencing October 1Equipment Line are sometimes herein individually and/or collectively referred to as the "Loan", 2008 and ending on the Tranche B Termination Date, loans Revolving Note and/or any one or more or all of the Equipment Notes are sometimes herein individually and/or collectively referred to as the "Note". (c) Debtor hereby authorizes Bank (at any time upon or after prior notice shall have been sent by Bank to Debtor) to charge Debtor's operating account maintained at Bank for the payment of any and all of the "Obligations" (hereinafter defined) as and when the same fall due. (d) Bank agrees that it shall not charge any line of credit and/or commitment fees to Debtor in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance connection with the provisions Loan on or before December 31, 1997, except with the prior written consent of this Agreement; provided Debtor. Notwithstanding the foregoing, Bank and Debtor understand and agree that (a) the amount of foregoing does not relate to, among other things, any Tranche B Advance shall not exceed the least of (i) applicable late charges, prepayment fees, other prepayment-related amounts and/or attorneys' fees incurred by Bank in connection with the unused portion occurrence of any "Event of Default" (as hereinafter defined), that may become owing under the Tranche B CommitmentLoan, and/or (ii) without giving effect to such Tranche B Advance, the sum fees for issuance and/or renewal by Bank of (y) Specified Availability as any of the close "Letters of business on the Business Day immediately preceding the date of such Tranche B Advance plus Credit" (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Dateas hereinafter defined).

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs/Second Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (i1) the unused portion aggregate principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 40% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 40% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $1,000,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Nonconforming Commitment. The Tranche B Commitment , (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall terminate immediately not exceed 40% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 10% of the Nonconforming Commitment, and without further action on (10) the Tranche B Termination Dateaggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs and Second Mortgage Loans shall not exceed $1,000,000 (the "HELOC Commitment")."

Commitment. GM agrees, on and after the Effective Date, Subject to and upon the terms and subject to the conditions herein set forth hereinforth, each Bank severally agrees to make available a loan or loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Facility and the Revolving Facility, as set forth below: (a) during Loans under the period commencing May 9Term Facility (each, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loansa "Term Loan" and, collectively, the “Tranche A "Term Loans”)") (i) shall be made pursuant to a single drawing on the Restatement Effective Date, which Tranche A (ii) may be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans provided that all Term Loans outstanding as part of the same Borrowing shall unless specifically provided herein, consist of Term Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any TF Bank at the time of incurrence thereof the Term Commitment of such Bank in effect on such date. Once repaid, Term Loans borrowed hereunder may not be reborrowed. (b) Loans under the Revolving Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that hereof, (aiv) the amount of any Tranche A Advance shall not exceed for all XX Xxxxx at any time outstanding that aggregate principal amount which, when combined with the least aggregate principal amount of all Swingline Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed for any RC Bank at any time outstanding that aggregate principal amount which, when combined with the aggregate outstanding principal amount of all other Revolving Loans of such Bank and such Bank's Adjusted RC Percentage of the sum of (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals (1) if such RC Bank is a Non-Defaulting Bank, the Adjusted Revolving Commitment of such RC Bank at such time and (2) if such RC Bank is a Defaulting Bank, the Revolving Commitment of such RC Bank at such time. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time after the Restatement Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan", and, collectively, the "Swingline Loans"), which Swingline Loans (i) the unused portion of the Tranche A Commitmentshall be made and maintained as Base Rate Loans, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of this Agreement; all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Commitment then in effect (after giving effect to any reductions to the Adjusted Total Revolving Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding, the Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo will not make a Swingline Loan after it has received written notice from the Required Banks that one or more of the applicable conditions to Credit Events specified in Section 5.02 are not then satisfied. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the XX Xxxxx that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (aeach such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all XX Xxxxx pro rata based on each RC Bank's Adjusted RC Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each RC Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of any Tranche B Advance shall the Mandatory Borrowing may not exceed comply with the least of (i) the unused portion of the Tranche B CommitmentMinimum Borrowing Amount otherwise required hereunder, (ii) without giving effect to such Tranche B Advancewhether any conditions specified in Section 5.02 are then satisfied, the sum (iii) whether a Default or an Event of Default has occurred and is continuing, (yiv) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus Mandatory Borrowing and (zv) any reduction in the amountTotal Revolving Commitment or the Adjusted Total Revolving Commitment or the Borrowing Base after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, if anywithout limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RC Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to round up cause the XX Xxxxx to share in such Swingline Loans ratably based upon their respective Adjusted RC Percentages, provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the nearest minimum or integral multiple amount required by Section 2.02(a) extent attributable to the purchased assignment, shall be payable to the RC Bank purchasing same from and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount after such date of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datepurchase.

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance! (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof, and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provide , however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 40% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 75% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $7,500,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount Exhibit 10.94 of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Nonconforming Commitment. The Tranche B Commitment , (8)the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall terminate immediately not exceed 50% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs shall not exceed $7,500,000 (the "HELOC Commitment") and without further action on (11) the Tranche B Termination Dateaggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans and Eligible HELOCs shall not exceed $7,500,000."

Commitment. GM agrees, on and after the Effective Date, and upon (a) Subject to the terms and subject to the conditions set forth herein, each Lender agrees to make available the Loans to the Borrower: (a) Borrower at any time and from time to time during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans Availability Period in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of US$315,000,000 divided into two Tranches as follows: (i) the unused portion of the Tranche A Commitment, a tranche ("TRANCHE A") in an aggregate principal amount not to exceed US$161,000,000; (ii) without giving effect a tranche ("TRANCHE B") in an aggregate principal amount not to such exceed US$154,000,000; PROVIDED that Tranche B shall not become available until all of Tranche A Advance, has been drawn and the sum of (y) Specified Availability as earlier of the close first anniversary of business on the Business Day immediately preceding the date hereof or the successful syndication (a syndication at par and without recourse to Lucent) of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination DateLucent. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans Amounts repaid in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B respect of Loans may not be repaid and reborrowed in accordance with the provisions of this Agreement; provided except that (a) the amount of a Loan, the proceeds of which are used to pay all outstanding Obligations (as that term is defined in the 1999 Credit Agreement) under the 1999 Credit Agreement, may be reborrowed if such Loan was repaid on or prior to March 31, 2000 and no Default is continuing. Notwithstanding any Tranche B Advance shall not exceed the least of other provisions herein or in any other Credit Document, (i) the unused portion of the Tranche B Commitment, no Lender shall be required to make any Loan at any time in an amount exceeding such Lender's Commitment at such time and (ii) without giving effect no Lender shall be required to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) make any Loan that would result in the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all outstanding Tranche B Loans of all Lenders exceeding US$315,000,000. (c) At the request of the Agent and with the consent of the Borrower, up to US$140,000,000 of the Loans may be converted to a separate tranche of Loans, which shall not exceed have a revised and extended amortization period with smaller periodic principal payments and a larger principal payment on maturity and such other terms with respect thereto as shall be reasonably acceptable to the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination DateBorrower.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject to the conditions herein set forth herein, to make available to the Borrowerforth: (a) during the period commencing May 9, 2008 and ending Credit Facility is to be made available by the Lenders to the Borrower on a revolving basis in the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to but not exceeding C$350 million, of which the nearest minimum or integral multiple amount required Swingline Amount will be made available by Section 2.02(a) and (iii) the aggregate amount requested way of Swingline Advances by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Swingline Lender only; (b) the aggregate amount of all outstanding Tranche A Loans Credit Facility shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date.be available: (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion in Canadian Dollars by way of the Tranche B CommitmentPrime Rate Advances, Bankers’ Acceptances or Letters of Credit; and (ii) without giving effect to such Tranche B Advancein US Dollars by way of Base Rate Advances, LIBOR Advances or Letters of Credit; (c) each Lender shall make Accommodations available under the sum of (y) Specified Availability as Credit Facility pro rata on the basis of the close relevant percentage as set forth in schedule 1 annexed hereto, under “Swingline” in the case of business on Swingline Advances and under “Balance of Credit Facility” in the Business Day immediately preceding case of Advances that are not Swingline Advances; (d) in no event shall a Lender be obligated to make Accommodations available under the date Credit Facility if after making such Accommodations the C$ Equivalent Principal Outstanding of such Tranche B Advance plus that Lender’s Accommodations would exceed that Lender’s Commitment; (ze) for greater certainty and notwithstanding Section 2.1(6), in no event shall the amount, if any, necessary to round up C$ Equivalent Principal Outstanding of the Swingline Lender’s Accommodations under the Credit Facility (including the entire Principal Outstanding by way of Swingline Advances) exceed the Swingline Lender’s Commitment; and (f) each Lender shall make Accommodations available to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datethrough its relevant Lending Office.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject conditions of this ---------- Agreement, each Lender severally agrees to make Advances to the conditions set forth hereinBorrower under the 364 Day Facility from time to time from the Closing Date until the 364 Day Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the 364 Day Commitment of such Lender, provided, -------- however, that the Lenders will not be required and shall have no obligation to make available to any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Borrower: (a) during Administrative Agent has accelerated the period commencing May 9, 2008 and ending on maturity of any of the Tranche A Termination Date, loans in Notes as a result of an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions Event of this AgreementDefault; provided -------- further, however, that (a) immediately after giving effect to each such Advance, the amount of any Tranche A Advance 364 Day Outstandings shall not exceed the least of (i) the unused portion of the Tranche A Total 364 Day Commitment, (ii) without giving effect . Within such limits and subject to such Tranche A AdvanceSection 2.13, the sum of Borrower may borrow, repay ------------ and reborrow under the 364 Day Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the 364 Day Termination Date; provided, however, that (y) Specified Availability as of no 364 Day Loan that is a -------- Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus Stated Termination Date and (z) each 364 Day Loan that is a Eurodollar Rate Loan may, subject to the amountprovisions of Section 2.7, be repaid ----------- only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment------- 4.5. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.---

Commitment. GM agrees, on and after the Effective Date, and upon On the terms and subject to the conditions set forth hereinof this Agreement (including Article V), the Lender agrees, until the Commitment Termination Date, to make available advances under the Loan to the Borrower: (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in Borrower up to an aggregate outstanding principal amount not of Forty Million and No/100 Dollars ($40,000,000) (the "Commitment Amount") pursuant to exceed Section 2.2. Prior to the Tranche A available Commitment (all such loans, collectivelyTermination Date, the “Tranche A Loans”), which Tranche A Loans Borrower may be repaid repay and reborrowed reborrow up to the full amount of the Commitment Amount in accordance with the provisions of terms hereof. The Lender shall not make any advances after the Commitment Termination Date. The Lender shall not be required to make any advance under this Agreement; provided that Loan if, after giving effect thereto, (a) the aggregate principal amount of any Tranche A Advance shall not all Advances made would exceed the least Commitment Amount or (b) with respect to an Approved Project, the aggregate Project Equity Advance then outstanding with respect to such Project would exceed the Project Advance Limit for such Project or (c) with respect to any Project, the aggregate Project Equity Advance made with respect to such Project (whether or not all or any portion of such Project Equity Advance remains outstanding) would exceed the Total Equity for such Project. Notwithstanding anything in this Agreement to the contrary, (i) the unused portion Lender shall not be obligated to advance additional funds with respect to a Project if a Subpartnership shall default (after notice and expiration of cure periods) under the Tranche A CommitmentProject Loan Documents, (ii) without giving effect the Lender shall not be obligated to such Tranche A Advance, the sum of (y) Specified Availability as advance additional funds in excess of the close aggregate Commitments pursuant to Approved Project Plans if there is an Incapacity of business on Framxxxx (xx defined in the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amountPartnership Agreement), if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower Lender shall not be obligated to advance additional funds if there is an Event of Default (as defined in the applicable Advance Request in accordance with Section 2.02(aPartnership Agreement) that occurs under the Partnership Agreement and that remains uncured and (biv) the aggregate amount of all outstanding Tranche A Loans Lender shall not exceed be obligated to advance more than 20% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on with respect to a Project until the Tranche A Termination Date. earlier of that point in time when (bA) during the period commencing October 1, 2008 and ending on Subpartnership with respect to such Project has entered into a binding contract for the Tranche B Termination Date, loans purchase of real property in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance connection with the provisions of this Agreement; provided that Project or (aB) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up a Project Loan Commitment has been received from a Project Lender with respect to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination DateProject.

Commitment. GM agrees, on and after the Effective Date, and upon (a) Subject to the terms and subject conditions of this Agreement, the Bank agrees to make loans to the conditions set forth herein, Borrower on a revolving basis of such amount as the Borrower shall request pursuant to make available to Section 2.2 of this Agreement at any time from the Borrower: (a) during date of this Agreement until the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in up to an aggregate outstanding principal amount outstanding at any time not to exceed the Tranche A Commitment (all such loansAmount, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) each Disbursement Date under this Agreement must be a Business Day, and the principal amount of any Tranche A Advance each Revolving Loan made under this Agreement shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower be in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans $10,000 or an integral multiple thereof, and provided further, that the principal amount of each Revolving Loan made under this Agreement, for which Borrower elects to pay interest at the Eurodollar-based Rate, shall not exceed be in the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Dateaggregate amount of $1,000,000 or greater in $500,000 increments thereafter. (b) during Subject to the period commencing October 1terms and conditions of this Agreement, 2008 the Bank agrees to make term loans for the purchase of machinery and ending on equipment to the Tranche B Borrower of such amounts as the Borrower shall request pursuant to Section 2.2 of this Agreement at any time from the date of this Agreement until the Termination Date, loans in up to an aggregate outstanding principal amount outstanding at any time not to exceed the Tranche B Commitment Nine Hundred Thousand Dollars (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”$900,000.00), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions at variable rates of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up interest equal to the nearest minimum or integral multiple amount required by Section 2.02(a) Prime Rate, and with such maturity dates, as the Bank and the Borrower shall from time to time agree (iii) the aggregate amount requested such agreement to be evidenced by the Borrower's execution and the Bank's acceptance of, and disbursement against, a Term Note). Those term loans to the Borrower in currently outstanding and described on Schedule 2.1(b) shall constitute Term Loans under this Agreement and the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans promissory notes evidencing such loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.constitute Term Notes under this

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs/Second Mortgage Loans or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) an amount equal to: the Borrowing Base, at such time minus (b) $1,000,000, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 40% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 40% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $5,000,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Nonconforming Commitment. The Tranche B Commitment , (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall terminate immediately not exceed 40% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 10% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs and without further action on Second Mortgage Loans shall not exceed $30,000,000 (the Tranche B Termination Date"HELOC Commitment"), (11) the aggregate principal amount of Advances outstanding at any time secured by HLTV Loans shall not exceed $5,000,000 (the "HLTV Commitment"), and (12) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans, HLTV Loans, Eligible HELOCs and Second Mortgage Loans shall not exceed $40,000,000."

Commitment. GM Subject to and upon the terms and conditions set forth herein, the Lender agrees, at any time and from time to time prior to the Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth herein, to make available to the Borrower: Expiry Date; (aii) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans shall bear interest as provided in an aggregate outstanding principal amount not to exceed the Tranche A Commitment Section 2.07; (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans iii) may be repaid prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge by the Borrower of this Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs or Liquid Assets as Collateral for such Advance as provided herein and in the Warehouse Security Agreement; provided provided, however, that (a1) the aggregate principal amount of Advances outstanding at any Tranche A Advance time shall not exceed the least lesser of (ix) the unused portion Commitment and (y) an amount equal to: the Borrowing Base, at such time minus (b) $1,000,000, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall not exceed 0% of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii3) the aggregate principal amount requested by of Wet Advances outstanding at any time shall not exceed 40% of the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and Commitment, (b4) the aggregate principal amount of all Advances outstanding Tranche A at any time secured by Jumbo Loans shall not exceed 40% of the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on , (5) the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed $10,000,000 (the least of "Nonconforming Commitment"), (i6) the unused portion aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Tranche B Nonconforming Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii7) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate principal amount of all Advances outstanding Tranche at any time secured by Credit B Loans shall not exceed 100% of the Tranche B Nonconforming Commitment. The Tranche B Commitment , (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall terminate immediately not exceed 50% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs shall not exceed $10,000,000 (the "HELOC Commitment") and without further action on (11) the Tranche B Termination Dateaggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans and Eligible HELOCs shall not exceed $10,000,000."

Commitment. GM agrees, on and after the Effective Date, (A) Subject to and upon the terms and subject conditions herein set forth, each USF Lender severally agrees, at any time and from time to time on and after the Closing Date and prior to the conditions set forth hereinFinal Maturity Date, to make available to the Borrower: a loan or loans (a) during the period commencing May 9each, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loansa "USF Loan" and, collectively, the “Tranche A "USF Loans”)") to WLI, which Tranche A USF Loans (i) shall be made and maintained in Dollars; (ii) except as hereinafter provided, may, at the option of WLI, be incurred and maintained, and/or converted into Base Rate Loans or Eurodollar Loans, provided that all USF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of USF Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions of this Agreementhereof; provided that and (aiv) the amount of any Tranche A Advance shall not exceed for any USF Lender at the least of (i) the unused portion time of the Tranche A Commitmentmaking of any such USF Loan, (ii) without and after giving effect thereto, that aggregate Principal Amount which, when added to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iiiI) the aggregate Principal Amount of all other USF Loans made by such USF Lenders then outstanding and (II) such USF Lender's Percentage of (x) the USF Letter of Credit Outstandings at such time and (y) the outstanding principal amount of Swingline Loans at such time, equals the USF Commitment of such USF Lender at such time. (B) Subject to and upon the terms and conditions herein set forth, each MCF Lender severally agrees, at any time and from time to time on and after the Closing Date and prior to the Final Maturity Date, to make a loan or loans (each, a "MCF Loan" and, collect- ively, the "MCF Loans") to one or more of the MCF Borrowers (on a several basis), which MCF Loans (i) may be made and maintained in such Approved Currency as is requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(aMCF Borrower; (ii) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not (w) be made to the Italian Borrower prior to the Full Utilization Date, (x) exceed $150,000,000 in Principal Amount at any time outstanding prior to the Full Utilization Date, (y) in the case of MCF Loans made to WLI, exceed $150,000,000 in Principal Amount at any time outstanding or (z) in the case of MCF Loans denominated in Spanish Pesetas, Danish Krone, Belgian Francs and Dutch Guilders, exceed $50,000,000 in Principal Amount for any one such currency at any time outstanding; and (iv) shall not exceed for any MCF Lender at the time of the making of any such MCF Loan, and after giving effect thereto, that aggregate Principal Amount which, when added to (I) the aggregate Principal Amount of all other MCF Loans made by such MCF Lender then outstanding and (II) such MCF Lender's Percentage of the MCF Letter of Credit Outstandings at such time, equals the MCF Commitment of such MCF Lender at such time, PROVIDED that all then outstanding MCF Loans denominated in Italian Lira shall be repaid on the Full Utilization Date and then and thereafter the Lira Lender shall alone make all Lira Loans. (C) The Lira Lender shall not be required to make any Lira Loan while a Lender Default exists with respect to a MCF Lender unless the Lira Lender has entered into arrangements satisfactory to it and the Italian Borrower to eliminate its risk with respect to the participation of the Defaulting Lender or Lenders in any such Lira Loan (including by way of example cash collateralization of each such Defaulting Lender's MCF Percentage of such requested Lira Loan). The Lira Lender will not make any Lira Loan after it has received a written notice (not subsequently withdrawn) from WLI or the Required Lenders that one or more of the applicable conditions to the Credit Events specified in Section 5.02 are not then satisfied. (D) At any time when an Acceleration Event has occurred and/or a default in the payment of principal or interest on the Lira Loans exists, the Lira Lender may, on any Business Day and in its sole discretion, give notice (which notice shall be deemed to be given upon the occurrence of any Acceleration Event or any other bankruptcy, insolvency or similar proceedings in respect of any Designated Party if the Lira Lender is prohibited from giving such notice under applicable law) to each MCF Lender that each such MCF Lender is required to purchase, and each such MCF Lender (other than the Lira Lender) hereby irrevocably agrees to promptly purchase from the Lira Lender (without recourse or warranty), an assignment of the outstanding Lira Loans as shall be necessary to cause each such MCF Lender, to share in the outstanding Lira Loans ratably based on its respective MCF Percentage, PROVIDED that all interest payable on each outstanding Lira Loan shall, not withstanding any other provision of this Agreement; , be for the account of the Lira Lender from the date of any such notice until the date the respective participation or assignment is purchased by such Lender. Each purchase of a participation or assignment by a MCF Lender under this Section 1.01(D) shall (E) Subject to and upon the terms and conditions herein set forth, the Swingline Lender agrees to make at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, a loan or loans to WLI (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate principal amount at any time outstanding that amount which, when combined with the aggregate principal amount of all USF Loans made by Non-Defaulting Lenders then outstanding and the USF Letter of Credit Outstandings at such time, equals the Adjusted Total USF Commitment then in effect (after giving effect to any changes thereto on such date) and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender will not make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5.02 are not then satisfied until such conditions are satisfied. (F) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the USF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of USF Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 with respect to WLI or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of USF Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all USF Lenders that are Non-Defaulting Lenders PRO RATA based on each such USF Lender's Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each USF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (ai) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total USF Commitment at such time. In the event that any Tranche B Advance shall Mandatory Borrowing cannot exceed for any reason be made on the least of date otherwise required above (i) the unused portion including, without limitation, as a result of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, commencement of a proceeding under the sum of (y) Specified Availability as Bankruptcy Code in respect of the close Borrower), each USF Lender that is a Non-Defaulting Lender (other than BTCo) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of business the outstanding Swingline Loans as shall be necessary to cause such USF Lenders to share in such Swingline Loans ratably based upon their respective Percentages, PROVIDED that all interest payable on the Business Day immediately preceding Swingline Loans shall be for the account of the Swingline Lender until the date of such Tranche B Advance plus (z) the amountrespective assignment is purchased and, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) extent attributable to the purchased assignment, shall be payable to the USF Lender purchasing same from and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount after such date of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datepurchase.

Commitment. GM agrees, on and after the Effective Date, and upon Subject to the terms and subject to conditions of this Agreement and the conditions other Financing Agreements, and in reliance upon the representations and warranties of the Obligors set forth hereinherein and in the other Financing Agreements, Lender agrees to make available to the Borrower: one or more loans (a) during the period commencing May 9, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the each a “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B LoansLoan” and together with all Tranche A Loanscollectively, the “Loans”) at such times as the Borrower may from time to time request until, but not including, the Termination Date, and in such amounts as the Borrower may from time to time request, provided, that the aggregate principal balance of all Loans outstanding at any time shall not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000), and further provided, that prior to disbursement of such Loans, (i) a Corporate Guarantor or its Affiliate, as determined by Borrower and reasonably acceptable to Lender, shall first deposit into the Collateral Account an amount in cash equal to at least 100% of the amount of the Loans in increments of Two Million Five Hundred Thousand Dollars ($2,500,000) or (ii) a Corporate Guarantor or its Affiliate, as determined by Borrower and reasonably acceptable to Lender, shall first pledge an amount of short-term (that is, having a term of maturity not to exceed two (2) years) U.S. Treasury Notes in the aggregate principal amount equal to 110% of the amount the Loans, to be held in the Collateral Account, in each case to secure the repayment of the Loans, which Tranche B amounts held in the Collateral Account shall be released (in whole or in part, as applicable, and on a pro rata basis subject to the required percentage threshold referenced above) and such pledge shall terminate (in whole or in part, as applicable, and on a pro rata basis subject to the required percentage threshold referenced above) if and when, and to the extent that and so long as, the Loans are repaid (collectively, the “Commitment”). The Loans made by Lender may be repaid and, subject to the terms and reborrowed in accordance with conditions hereof, including, without limitation, the provisions of the preceding sentence, borrowed again up to, but not including, the Termination Date unless the Loans are otherwise accelerated, terminated or extended as provided in this Agreement; provided that (a) . The Loans shall be used by the amount Borrower for working capital purposes and general liquidity of any Tranche B Advance shall not exceed the least of Borrower. The Collateral Account and pledge referenced in clause (i) the unused portion of the Tranche B Commitment, and (ii) above including, without giving effect to such Tranche B Advancelimitation, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amountterm and provisions thereof and documentation relating thereto, if any, necessary shall be in all respects reasonably acceptable to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination DateLender.”

Commitment. GM (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date, Date and upon the terms and subject prior to the conditions set forth hereinFinal Maturity Date, to make available to the Borrower: a loan or loans (a) during the period commencing May 9each, 2008 and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loansa "Revolving Loan" and, collectively, the “Tranche A "Revolving Loans”") to one or more of the Borrowers (on a several basis), which Tranche A Revolving Loans (i) may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitmenthereof, (ii) without giving effect to such Tranche A Advanceexcept as hereinafter provided, may, at the sum option of (y) Specified Availability any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the close same Borrowing shall, unless otherwise specified herein, consist of business on Revolving Loans of the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) same Type; and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed that aggregate Principal Amount which, when added to the Tranche A Commitment. The Tranche A aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment shall terminate immediately and without further action on the Tranche A Termination Dateat such time. (b) during Subject to and upon the period commencing October 1terms and conditions herein set forth, 2008 and ending each Lender severally agrees that one or more Borrowers may (on the Tranche B Termination Datea several basis) incur a loan or loans (each, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loansa "Competitive Bid Loan" and, collectively, the “Tranche B "Competitive Bid Loans” ") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and together with all Tranche A from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance when combined with the provisions then aggregate outstanding Principal Amount of this Agreement; provided that (a) the amount of any Tranche B Advance all Revolving Loans, shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to Total Commitment at such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Datetime.

Commitment. GM agrees2.1 In this Agreement, on and after references to New Shares or Equity-Linked Instrument which are taken up shall be construed as those New Shares or Equity-Linked Instrument in respect of which Rights/Warrants have been exercised by the latest exercise time or binding subscriptions/commitments have been received in the Bookbuilding process by the latest relevant time, as the case may be, in each case pursuant to the terms of the relevant Equity Offering Documents, and, provided that the relevant Equity Offering Documents require the subscription/commitment proceeds for the New Shares or Equity-Linked Instrument to be paid to Ferroglobe not less than three (3) Business Days before the Transaction Effective Date, with respect to which the subscription/commitment proceeds for the New Shares or Equity-Linked Instrument have been received by Ferroglobe on or before the relevant date for payment set out in such Equity Offering Document. 2.2 Xxxxx shall have no obligations under Section 2.4 if the aggregate gross cash proceeds received by Ferroglobe for the New Shares or the Equity-Linked Instrument which are taken up pursuant to Section 2.1 in the Equity Offering equal or exceed US$40 million. 2.3 Any New Shares or Equity-Linked Instrument which have not been taken up will be deemed to have been declined within the time period set forth in their related terms and upon conditions. As soon as practicable after the latest acceptance or exercise time for the Rights/Warrants or the completion of the Bookbuilding, as the case may be (and in any case not less than three (3) Business Days in advance of the Transaction Effective Date), Ferroglobe will notify Xxxxx in writing of the aggregate gross cash proceeds realised or expected from the Equity Offering and the amount of Commitment (as defined below). 2.4 Subject to Section 2.2 and the satisfaction (or waiver in accordance with Section 3) of all the Conditions (defined below), Xxxxx hereby irrevocably commits to Ferroglobe that to the extent that the aggregate gross cash proceeds realised or expected from the New Shares or Equity-Linked Instrument which have been taken up pursuant to the Equity Offering does not equal or exceed US$40 million, it shall subscribe on the Transaction Effective Date for ​ 4830-1361-1238 ​ such new ordinary shares in the capital of Ferroglobe (the “Xxxxx Shares”) at the Issue Price (as defined in Section 2.7 below) as is required so that the aggregate gross cash proceeds Ferroglobe realises or expects from the Equity Offering on or prior to the date falling three (3) Business Days prior to the Transaction Effective Date and the issue of the Xxxxx Shares on the Transaction Effective Date is not less than US$40 million. For the avoidance of doubt, Xxxxx’ aggregate commitment under this Agreement shall not exceed US$40 million. The commitment of Xxxxx under this Section 2.4 is referred to in this Agreement as the “Commitment”. On the Transaction Effective Date, which date shall be notified to Xxxxx by Ferroglobe not less than three (3) Business Days in advance, Ferroglobe will allot and issue to Xxxxx the Xxxxx Shares against payment by Xxxxx in immediately available funds of an amount equal to the aggregate Issue Price (as defined in Section 2.7 below) for the total number of the Xxxxx Shares. 2.5 Ferroglobe shall deliver the Xxxxx Shares in book-entry form, or such other reasonably available form elected by Xxxxx to allow paperless settlement/clearing, as is available to the other holders of ordinary shares of Ferroglobe trading on the NASDAQ stock exchange (subject only to the applicability of any resale restrictions under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), and Ferroglobe shall procure the delivery of any other documentation required to enable Xxxxx to receive into its relevant broker-dealer account all its entitlement to book-entry interest, or to such other reasonably available form it has elected pursuant to its rights under this Section 2.5, in the Xxxxx Shares held by or on behalf of the settlement/clearing system on the Transaction Effective Date. 2.6 On the terms and subject to the conditions set forth hereinreferred to in this Agreement, Ferroglobe undertakes to make available to Xxxxx that the Borrower: Xxxxx Shares shall be allotted and issued fully paid up in cash at the Issue Price (aas defined in Section 2.7 below) during the period commencing May 9(when allotted, 2008 issued, delivered and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed paid for in accordance with the provisions terms of this Agreement; provided that (a) the amount ), free from all liens, charges and encumbrances and ranking pari passu with all other issued ordinary shares of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination DateFerroglobe. (b) during 2.7 For the period commencing October 1, 2008 and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectivelypurposes of Section 2 of this Agreement, the “Tranche B LoansIssue Price” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the means an amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche B Advance plus (z) the amount, if any, necessary to round up equal to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.lower of:

Commitment. GM agreesThe Credit Facilities to be made available, on and after the Effective Date, and upon subject to the terms and subject to the conditions set forth hereinof this agreement, to make available to the Borrowerare as follows: (a) during the period commencing May 9Revolving Facility, 2008 and ending to be made available to the Borrower by the Revolving Lenders on a revolving basis, in the Tranche A Termination Date, loans in an aggregate outstanding principal amount of up to but not to exceed exceeding US$700 million (or the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”Equivalent Amount in Canadian Dollars), which Tranche A Loans may be repaid and reborrowed subject to increase in accordance with the provisions of this Agreementsection 2.1(8); provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and and (b) the aggregate Term Facility, to be made available to the Borrower by the Term Lenders on a non-revolving basis in the principal amount of all outstanding Tranche A Loans shall up to but not exceed exceeding US$500 million (or the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action Equivalent Amount in Canadian Dollars); provided that: (i) in the event that the 2012 Notes have been issued by the Borrower prior to the Closing Date or are issued on the Tranche A Termination Date.Closing Date concurrently with the initial availability of the Term Facility, the maximum principal amount of the Term Facility shall be reduced by an amount equal to the principal amount of the 2012 Notes so issued; and (bii) during any issue of the period commencing October 1, 2008 2012 Notes after the Closing Date shall require a mandatory prepayment and ending on reduction of the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “Tranche B Loans” and together with all Tranche A Loans, the “Loans”), which Tranche B Loans may be repaid and reborrowed Term Facility in accordance with section 2.3(1)(b). Subject to the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance terms and conditions herein set forth, each Lender shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the close of business make Accommodations available under a Credit Facility pro rata on the Business Day immediately preceding the date basis of such Tranche B Advance plus (z) Lender’s Commitment under such Credit Facility as set forth in schedule 1 annexed hereto. Subject to section 2.11, in no event shall a Lender be obligated to make Accommodations available under a Credit Facility if after making such Accommodations the amount, if any, necessary to round up US$ Equivalent Principal Outstanding of that Lender’s Accommodations under such Credit Facility would exceed such Lender’s Commitment thereunder. Each Lender shall make available to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount through its Lending Office its Rateable Portion of all outstanding Tranche B Loans shall not exceed the Tranche B Accommodations under each Credit Facility under which it is providing a Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.