Common use of Disclosure Relating to Certain Federal Protections Clause in Contracts

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. BlackRock Institutional Trust Company, N.A. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A ------------------------------------ Title: ------------------------- Date: ------------------------- By: ------------------------- ------------------------------------ Title: ------------------------- Date[Borrower] By: ------------------------- 2000 Master Securities Loan Agreement-20 ------------------------------------ Title: Annex I I-A Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S ’S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. 1. BySection 1 of the Agreement is hereby amended by deleting the following language appearing at the end of the first sentence thereof: Barclays Global Investors, N.A., “against a transfer of Collateral (as agent or trustee for various agency or trust accounts specified defined herein)”. Section 2.1 of the Agreement is hereby amended by deleting it in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth its entirety and replacing it with the following: 2.1 Subject to the terms and conditions governing all transactions of this Agreement, Borrower or Lender may, from time to time, orally seek to initiate a transaction in which a party lending or borrowing Lender will lend Securities to Borrower. Borrower and Lender shall agree orally on the terms of each Loan (which terms may be amended during the Loan), including the issuer of the Securities, as the case may amount of Securities to be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal")lent and any additional terms. Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned All references in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to the term “Confirmation” shall be disregarded. 3. A new Section 10A is added to the Agreement as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.follows:

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERThe parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT("SAPPY") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, THEREFORESAPPY will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THATfunds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAWthe Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATESas applicable. BEAR STEAXXX XXXE EQUITY TRUST 1996-1 ROCK FINANCIAL By: Barclays Global InvestorsState Street Bank and Trust CORPORATION Company of California, N.A., as agent or trustee for various agency or trust accounts specified in Appendix Trustee solely and not individually By /s/ By /s/ ---------------------------- -------------------------- Title Title ------------------------- ----------------------- Date Date -------------------------- ------------------------ EXHIBIT A TitleREQUEST/CONFIRMATION TO: ------------------------- DateRock Financial Corporation ____________________________ ____________________________ Attention: ------------------------- By_________________ FROM: ------------------------- TitleBear Steaxxx Xxxe Equity Trust 1996-1 RE: ------------------------- Date: ------------------------- 2000 Request/Confirmation under Master Securities Repurchase Agreement, dated as of March __, 1997 between Bear Steaxxx Xxxe Equity Trust 1996-1 and Rock Financial Corporation Bear Steaxxx Xxxe Equity Trust 1996-1 ("Buyer") is pleased to confirm your sale and its purchase of the Mortgage Loans described below and listed on the attached Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth Schedule pursuant to the above-referenced Master Repurchase Agreement under the following terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.conditions: Additional

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERThe parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, THEREFORESIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIESfunds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. BUYER: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC By: /s/ Xxxxxx X. Xxxxxx ---------------------- Name: Xxxxxx X. Xxxxxx Title: Senior Vice President SELLER: DSHI GREEN, INC. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAWa Delaware corporation By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- BUYER: GREENWICH CAPITAL FINANCIAL PRODUCTS, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATESINC. By: Barclays Global Investors---------------------------------- Name: Xxxxxx X. Xxxxxx Title: Senior Vice President SELLER: DSHI GREEN, N.A.INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx ---------------------- Name: XXXX X. XXXXXX Title: VICE PRESIDENT ANNEX I TO MASTER REPURCHASE AGREEMENT Supplemental Terms and Conditions This Annex I forms a part of the Master Repurchase Agreement dated as of February 28, 2003, between DSHI GREEN, INC., a Delaware corporation, as agent or trustee for various agency or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms seller, and conditions governing all transactions in which a party lending or borrowing SecuritiesGREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as buyer (as amended, modified and in effect from time to time, including each Annex thereto, the case may be (or this) "Agent"), in a Loan is acting as agent for one or more third parties (each, a "PrincipalAgreement"). Unless otherwise defined, capitalized Capitalized terms used but not defined in this Annex I without definition shall have the respective meanings assigned to such terms in the Securities Loan Agreement. This Annex I is intended to supplement the Agreement and shall, wherever possible, be interpreted so as to be consistent with the Agreement; however, in the event of which it forms a part (such agreement, together with any conflict or inconsistency between the provisions of this Annex I, on the one hand, and any other annexesthe provisions of the Agreement, schedules or exhibitson the other, referred the provisions of this Annex I shall govern and control. All references in the Agreement to as "the "Agreement") and, unless otherwise specified, all section references herein are intended " shall be deemed to mean and refer to sections of such Securities Loan the Agreement, as supplemented and modified by this Annex I or as otherwise modified after the date hereof.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A /s/ David M. Shimala Title: ------------------------- Assistant Vice President Date: ------------------------- ByApril 4, 2000 Xx: ------------------------- Title/x/ Kenneth J. Apicerno Titlle: ------------------------- Treasurer Date: ------------------------- 2000 Master Securities Loan Agreement-20 April 4, 2002 Annex I Party Acting as X Xxxxx Xxxxxx xx Agent This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A ---------------------------------- Title: ------------------------- Date: ------------------------- By: ------------------------- ---------------------------------- Title: ------------------------- Date[BORROWER] By: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent ---------------------------------- Title: ANNEX I-A PARTY ACTING AS AGENT This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERThe parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, THEREFORESIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THATfunds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATESas applicable. Merrill Lynch Mortgage Capital Inc. Green Tree Finance Cxxx. -- Xxxxx By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A /s/ James B. Cason By: /s/ Phyllis a. Knight ------------------------------- ---------------------------- Title: Director Title: Senior Vice Pres & Treas. ---------------------------- ------------------------- Date: ------------------------- 4/5/01 Date: 4/5/01 ----------------------------- -------------------------- Conseco Finance Corp., solely for purposes of confirming its obligations under Paragraphs 19 and 23 of Annex I By: ------------------------- /s/ Phyllis A. Knight ------------------------------- Title: ------------------------- Senxxx Xxxx Xxxx. & Treas. ---------------------------- Date: ------------------------- 2000 4/5/01 ----------------------------- ANNEX I SUPPLEMENTAL TERMS TO THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, DATED AS OF APRIL 5, 2001, BETWEEN MERRILL LYNCH MORTGAGE CAPITAL INC. AND GRXXX XXXE XXXXNCE CORP.--THREE 1. APPLICABILITY. These Supplemental Terms (the "Supplemental Terms") to the Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth Repurchase Agreement (the terms "Master Repurchase Agreement", and conditions governing all transactions in which a party lending or borrowing Securitiescollectively with these Supplemental Terms, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") andmodify the terms and conditions under which the parties hereto, unless otherwise specifiedfrom time to time, all section references herein are intended to refer to sections of such Securities Loan Agreemententer into Transactions.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERThe parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, THEREFORESIPA will not provide protection to the other party with respect to any Transaction hereunder, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.and 27.2 LENDER ACKNOWLEDGES THAT(c) In the case of Transactions in which one of the parties is a financial institution, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAWfunds held by the financial Institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A.the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, as agent applicable. FRANCHISE MORTGAGE ACCEPTANCE CS FIRST BOSTON MORTGAGE CAPITAL CORP. COMPANY BY_____________________________ By /s/ Xxxxx Xxxxxxxx -------------------------------- Title__________________________ Title VP ----------------------------- Date___________________________ Date 10/12/96 ----------------------------- ANNEX I ADDITIONAL SUPPLEMENTAL TERMS TO MASTER REPURCHASE AGREEMENT, DATED AS OF OCTOBER 10, 1996, BETWEEN CS FIRST BOSTON MORTGAGE CAPITAL CORP. ("CSFB" or trustee for various agency "Buyer") AND FRANCHISE MORTGAGE ACCEPTANCE COMPANY LLC ("FMAC" or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 "Seller") 1. APPLICABILITY. These Additional Supplemental Terms (the "Additional ------------- ---------- Supplemental Terms") to Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth Repurchase Agreement (the "Repurchase ------------------ ---------- Agreement") modify the terms and conditions governing all transactions in of the Repurchase --------- Agreement and the terms under which a party lending or borrowing Securitiesthe parties hereto may, as from time to time, enter into Transactions (the case may be (Repurchase Agreement, together with the Annexes thereto, the "Agent"), in a Loan is acting as agent for one or more third parties (each, a "PrincipalAgreement"). Unless otherwise definedThe provisions of these Additional Supplemental Terms shall supersede the terms in the Repurchase Agreement to the extent they are in conflict. The Agreement shall be read, capitalized taken and construed as one and the same instrument. Capitalized terms used but in these Additional Supplemental Terms and not otherwise defined in this Annex herein shall have the meanings assigned set forth in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Repurchase Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.The parties acknowledge that they have been advised that: 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified (a) in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions case of Transactions in which one of the parties is a party lending broker or borrowing Securities, as dealer registered with the case may be Securities and Exchange Commission ("AgentSEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has SEPTEMBER 1996 - MASTER REPURCHASE AGREEMENT - 11 12 taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a Loan government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. Merrxxx Xxxcx Xxxernational Onyx Acceptance Funding Corporation [Name of Party] By: By: -------------------------- -------------------------------------- Title: Title: ----------------------- ----------------------------------- Date: Date: ------------------------ ------------------------------------ Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined Agent as described in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it III By: ----------------------------------- Title: -------------------------------- Date: --------------------------------- 12 - SEPTEMBER 1996 - MASTER REPURCHASE AGREEMENT 13 ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS This ANNEX I forms a part of the Master Repurchase Agreement dated as of May 16, 2000 (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") andbetween Merrxxx Xxxcx Xxxernational, unless otherwise specifiedas Buyer (the "Buyer"), all section references herein Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated ("MLPF&S"), as Agent, and Onyx Acceptance Funding Corporation, as Seller (the "Seller"). To the extent that the terms of this Annex I conflict with the terms of the Agreement, the terms of this Annex I shall control. In connection with each Purchased Security, the Buyer and the Seller shall enter into a Letter Agreement setting forth the assumptions used in calculating Market Value for such Purchased Security and other related terms for such Transaction. To the extent that the terms of the Letter Agreement conflict with the terms of the Agreement or Annex I, the Letter Agreement shall control. The terms set forth in each Letter Agreement are intended in addition to refer to sections of such Securities Loan Agreementthe terms set forth in the Agreement and this Annex.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.The parties acknowledge that they have been advised that: 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified (a) in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions case of Transactions in which one of the parties is a party lending broker or borrowing Securities, as dealer registered with the case may be Securities and Exchange Commission ("AgentSEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), in a Loan is acting as agent for one or more third parties the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (each, a "PrincipalSIPA"). Unless otherwise defined, capitalized terms used but ) do not defined in this Annex shall have protect the meanings assigned other party with respect to any Transaction hereunder; (b) in the Securities Loan case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC WILSHIRE FUNDING CORPORATION [Name of Party] [Name of Party] By: [illegible] By: [illegible] -------------------------- --------------------------- Title: Managing Director Title: CFO ----------------------- -------------------------- Date: 11/16/99 Date: November 12, 1999 ------------------------- --------------------------- ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS (EUROPE LIMITED/WFC) Pursuant to the terms of the Master Repurchase Agreement of which it forms a part (such agreementthe printed text only, the "Master Repurchase Agreement," and together with this Annex and any the other annexesAnnexes and Exhibits thereto, schedules or exhibits, referred to as the "Agreement") anddated as of December 15, unless otherwise specified1999 (the "Effective Date"), all section references Buyer and Seller agree to be governed by the Supplemental Terms and Conditions stated herein. Prior to the Effective Date, Seller had entered into reverse repurchase transactions with Credit Suisse First Boston (Hong Kong) Limited ("CSFB Hong Kong") pursuant to a Global Master Repurchase Agreement dated as of November 13, 1996 (together with the Annexes and Exhibits thereto, the "HK Agreement") between CSFB Hong Kong and Seller. The transactions under the HK Agreement (the "HK Transactions") that are outstanding on the Effective Date shall be settled on the Effective Date, and Buyer and Seller shall contemporaneously enter into the New Transactions referred to below. The New Transactions and the Rollover Transactions referred to below shall be governed by the Agreement. All capitalized terms used in these Supplemental Terms and Conditions that are defined in the Master Repurchase Agreement are used herein as defined therein, except to the extent such terms are intended to refer to sections amended or supplemented herein. To the extent that any provisions in these Supplemental Terms and Conditions are in conflict with provisions contained in the Master Repurchase Agreement, the provisions of such Securities Loan Agreementthese Supplemental Terms and Conditions shall prevail.

Disclosure Relating to Certain Federal Protections. 27.1 27.1. WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 . 27.2. LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global InvestorsAnnex I-A Annex II Annex III Term Loans 1. The terms of this Annex shall apply to Loans of Equity Securities only if they are designated as Term Loans in a Confirmation therefor provided pursuant to the Agreement and executed by each party, N.A.in a schedule to the Agreement or in this Annex. All Loans of Securities other than Equity Securities shall be "Term Loans" subject to this Annex, unless otherwise agreed in a Confirmation or other writing. 2. The Confirmation for a Term Loan shall set forth, in addition to any terms required to be set forth therein under the Agreement, the Term Loan Amount, Interest and the Termination Date. Lender and Borrower agree that, except as agent or trustee for various agency or trust accounts specified specifically provided in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities this Annex, each Term Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the shall be subject to all terms and conditions governing of the Agreement, including, without limitation, any provisions regarding the parties' respective rights to terminate a Loan. 3. In the event that either party exercises its right under the Agreement to terminate a Term Loan on a date (the "Early Termination Date") prior to the Termination Date, Lender and Borrower shall, unless otherwise agreed, use their best efforts to negotiate in good faith a new Term Loan (the "Replacement Loan") of comparable or other Securities, which shall be mutually agreed upon by the parties, with a Market Value equal to the Market Value of the Term Loan Amount under the terminated Term Loan (the "Terminated Loan") as of the Early Termination Date. Such agreement shall, in accordance with Section 2 of this Annex, be confirmed in a new Confirmation at the commencement of the Replacement Loan and be executed by each party. Each Replacement Loan shall be subject to the same terms as the corresponding Terminated Loan, other than with respect to the commencement date and the identity of the Loaned Securities. The Replacement Loan shall commence on the date on which the parties agree which Securities shall be the subject of the Replacement Loan and shall be scheduled to terminate on the scheduled Termination Date of the Terminated Loan. 4. Borrower and Lender agree that, except as provided in Section 5 of this Annex, if the parties enter into a Replacement Loan, the Collateral for the related Terminated Loan need not be returned to Borrower and shall instead serve as Collateral for such Replacement Loan. 5. If the parties are unable to negotiate and enter into a Replacement Loan for some or all transactions of the Term Loan Amount on or before the Early Termination Date, (a) the party requesting termination of the Terminated Loan shall pay to the other party a Breakage Fee computed in accordance with Section 6 of this Annex with respect to that portion of the Term Loan Amount for which a party lending or borrowing Securities, as the case may be ("Agent"), in a Replacement Loan is acting as agent not entered into and (b) upon the transfer by Borrower to Lender of the Loaned Securities subject to the Terminated Loan, Lender shall transfer to Borrower Collateral for one or more third parties (eachthe Terminated Loan in accordance with and to the extent required under the Agreement, provided that no Default has occurred with respect to Borrower. 6. For purposes of this Annex, the term "Breakage Fee" shall mean a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned fee agreed by Borrower and Lender in the Securities Loan Agreement Confirmation or otherwise orally or in writing. In the absence of which it forms a part (any such agreement, together the term "Breakage Fee" shall mean, with this Annex respect to Loans of Government Securities, a fee equal to the sum of (a) the cost to the non-terminating party (including all payments, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of the termination of the Terminated Loan, and (b) any other annexesloss, schedules damage, cost or exhibitsexpense directly arising or resulting from the termination of the Terminated Loan that is incurred by the nonterminating party (other than consequential losses or costs for lost profits or lost opportunities), referred as determined by the non-terminating party in a commercially reasonable manner, and (c) any other amounts due and payable by the terminating party to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreementnon-terminating party under the Agreement on the Early Termination Date.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A --------------------------------- Title: ------------------------- Date: ------------------------- By: ------------------------- --------------------------------- Title: ------------------------- Date[BORROWER] By: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent --------------------------------- Title: ANNEX I-A PARTY ACTING AS AGENT This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. BlackRock Institutional Trust Company, N.A. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A ---------------------------- Title: ------------------------- Date: ------------------------- By: ------------------------- ---------------------------- Title: ------------------------- Date[Borrower] By: ------------------------- 2000 Master Securities Loan Agreement-20 ---------------------------- Title: Annex I I-A Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.The parties acknowledge that they have been advised that: 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified (a) in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be of Transactions In which one of the parties Is a broker or dealer registered with the Securities and Exchange Commission ("AgentSEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ((degree)SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties Is a financial Institution, funds held by the financial Institution pursuant to a Transaction hereunder are not a deposit and therefore are not Insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan is acting Insurance Corporation or the National Credit Union Share Insurance Fund, as agent for one or more third parties applicable. IMPAC WAREHOUSE LENDING GROUP, INC. STARNET FINANCIAL, INC. AND STARNET MORTGAGE By By /s/ [ILLEGIBLE] ------------------------------------- -------------------------------- Title Title President ---------------------------------- ----------------------------- Date Date 11/5/99 ----------------------------------- ------------------------------ ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS ANNEX II NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS The Master Repurchase Agreement between Impac Warehouse Lending Group (each, a "PrincipalBuyer") and STARNET FINANCIAL,1NC. AND STARNET MORTGAGE ("Seller"), dated as of NOVEMBER !, 1999 is amended and supplenented as set fcath below. Unless otherwise defined, All capitalized terms used but not herein that are defined in this Annex shall have the meanings assigned Master Repurchase Agreement are used herein as defined therein except to the extent such terms are amended or supplemented herein. 1. Paragraph 1 of the Master Repurchase Agreement is amended by adding the following after the word "instruments" and before the parenthetical "("Securities")" in the Securities Loan Agreement of which it forms a part (such agreementsecond line thereof "or whole mortgage loans or any interests in any whole mortgage loans, together with this Annex including, without limitation, mortgage participation certificates and any other annexes, schedules or exhibits, referred to as the mortgage passthrough certificates"Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.The parties acknowledge that they have been advised that: 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified (a) in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions case of Transactions in which one of the parties is a party lending broker or borrowing Securities, as dealer registered with the case may be Securities and Exchange Commission ("AgentSEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan is acting Insurance Corporation or the National Credit Union Share Insurance Fund, as agent for one or more third parties applicable. IMPAC WAREHOUSE LENDING GROUP, INC. AUSTIN FUNDING CORPORATION. By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE] -------------------------------- ---------------------------------- Title Vice President Title President ----------------------------- ------------------------------- Date 6-29-99 Date 6-24-99 ------------------------------ -------------------------------- ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS ANNEX II NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS The Master Repurchase Agreement between Impac Warehouse Lending Group (each, a "PrincipalBuyer") and AUSTIN FUNDING CORPORATION ("Seller"), dated as of JUNE 22, 1999 is amended and supplemented as set forth below. Unless otherwise defined, All capitalized terms used but not herein that are defined in this Annex shall have the meanings assigned Master Repurchase Agreement are used herein as defined therein except to the extent such terms are amended or supplemented herein. 1. Paragraph 1 of the Master Repurchase Agreement is amended by adding the following after the word "instruments" and before the parenthetical "("Securities")" in the Securities Loan Agreement of which it forms a part (such agreementsecond line thereof: "or whole mortgage loans or any interests in any whole mortgage loans, together with this Annex including, without limitation, mortgage participation certificates and any other annexes, schedules or exhibits, referred to as the mortgage passthrough certificates"Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERThe parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, THEREFORESIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED as applicable. MERRXXX XXXCX XXXTGAGE CAPITAL INC. MERRXXX XXXCX XXXDIT CORPORATION By: By: ------------------------------- ------------------------------- Title: Title: ------------------------------- ---------------------------- Date: Date: ------------------------------- ----------------------------- PACIFICAMERICA SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATESINC. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A ------------------------------- Title: ------------------------- ------------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 ------------------------------- SUPPLEMENTAL TERMS AND CONDITIONS TO MASTER REPURCHASE AGREEMENT, DATED AS OF OCTOBER 31, 1997, AMONG MERRXXX XXXCX XXXTGAGE CAPITAL INC., MERRXXX XXXCX XXXDIT CORPORATION AND PACIFICAMERICA SECURITIES, INC. 1. APPLICABILITY. These Supplemental Terms and Conditions (the "Supplemental Terms") to Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth Repurchase Agreement (the terms "Master Repurchase Agreement", and conditions governing all transactions in which a party lending or borrowing Securitiescollectively with these Supplemental Terms, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") andmodify the terms and conditions under which the parties hereto, unless otherwise specifiedfrom time to time, all section references herein are intended to refer to sections enter into Transactions. To the extent that these Supplemental Terms conflict with the terms of such Securities Loan the Master Repurchase Agreement, these Supplemental Terms shall control.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S ’S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A.N A , as agent or trustee for various agency or trust accounts specified in Appendix A By: Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 20 n 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent Agreement This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("“Agent"”), in a Loan is acting as agent for one or more third parties (each, a "“Principal"”). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "“Agreement"”) and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement...

Disclosure Relating to Certain Federal Protections. 27.1 1. WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERXXXXXX XXXXXXXXX, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWERXXXXXXXX'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER 2. XXXXXX ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. ByINTERACTIVE BROKERS LLC By providing this Agreement to eligible IB Customers who are applying to participate in IB’s Fully Paid Lending Program, IB agrees to the terms and conditions specified herein. COUNTERPARTY: Barclays Global InvestorsAnnex I-A Xxxxx XX Xxxxx XXX 1. The terms of this Annex shall apply to Loans of Equity Securities only if they are designated as Term Loans in a Confirmation therefor provided pursuant to the Agreement and executed by each party, N.A.in a schedule to the Agreement or in this Annex. All Loans of Securities other than Equity Securities shall be "Term Loans" subject to this Annex, unless otherwise agreed in a Confirmation or other writing. 2. The Confirmation for a Term Loan shall set forth, in addition to any terms required to be set forth therein under the Agreement, the Term Loan Amount, rate of Interest and the Termination Date. Xxxxxx and Xxxxxxxx agree that, except as specifically provided in this Annex, each Term Loan shall be subject to all terms and conditions of the Agreement, including, without limitation, any provisions regarding the parties' respective rights to terminate a Loan. 3. In the event that either party exercises its right under the Agreement to terminate a Term Loan on a date (the "Early Termination Date") prior to the Termination Date, Lender and Borrower shall, unless otherwise agreed, use their best efforts to negotiate in good faith a new Term Loan (the "Replacement Loan") of comparable or other Securities, which shall be mutually agreed upon by the parties, with a Market Value equal to the Market Value of the Term Loan Amount under the terminated Term Loan (the "Terminated Loan") as of the Early Termination Date. Such agreement shall, in accordance with Section 2 of this Annex, be confirmed in a new Confirmation at the commencement of the Replacement Loan and be executed by each party. Each Replacement Loan shall be subject to the same terms as the corresponding Terminated Loan, other than with respect to the commencement date and the identity of the Loaned Securities. The Replacement Loan shall commence on the date on which the parties agree which Securities shall be the subject of the Replacement Loan and shall be scheduled to terminate on the scheduled Termination Date of the Terminated Loan. 4. Borrower and Xxxxxx agree that, except as provided in Section 5 of this Annex, if the parties enter into a Replacement Loan, the Collateral for the related Terminated Loan need not be returned to Borrower and shall instead serve as Collateral for such Replacement Loan. 5. If the parties are unable to negotiate and enter into a Replacement Loan for some or all of the Term Loan Amount on or before the Early Termination Date, (a) the party requesting termination of the Terminated Loan shall pay to the other party a Breakage Fee computed in accordance with Section 6 of this Annex with respect to that portion of the Term Loan Amount for which a Replacement Loan is not entered into and (b) upon the transfer by Borrower to Lender of the Loaned Securities subject to the Terminated Loan, Lender shall transfer to Borrower Collateral for the Terminated Loan in accordance with and to the extent required under the Agreement, provided that no Default has occurred with respect to Borrower. 6. For purposes of this Annex, the term "Breakage Fee" shall mean a fee agreed by Borrower and Lender in the Confirmation or otherwise orally or in writing. In the absence of any such agreement, the term "Breakage Fee" shall mean, with respect to Loans of Government Securities, a fee equal to the sum of (a) the cost to the non-terminating party (including all payments, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of the termination of the Terminated Loan, and (b) any other loss, damage, cost or expense directly arising or resulting from the termination of the Terminated Loan that is incurred by the non- terminating party (other than consequential losses or costs for lost profits or lost opportunities), as agent or trustee determined by the non-terminating party in a commercially reasonable manner, and (c) any other amounts due and payable by the terminating party to the non-terminating party under the Agreement on the Early Termination Date. Names and Addresses for various agency or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Communications Between Parties Shall not apply. None. "Party Acting acting as Agent Agent" hereby does not apply. Shall not apply This Annex sets forth the additional terms and conditions governing all transactions Loans designated as "Term Loans" in which Lender lends to Borrower a party lending or borrowing Securities, as the case may be specific amount of Loaned Securities ("AgentTerm Loan Amount"), in ) against a Loan is acting as agent pledge of cash Collateral by Borrower for one or more third parties an agreed upon Cash Collateral Fee until a scheduled termination date (each, a "PrincipalTermination Date"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and). 1. The terms of this Annex shall apply to Loans of Equity Securities only if they are designated as Term Loans in a Confirmation therefor provided pursuant to the Agreement and executed by each party, in a schedule to the Agreement or in this Annex. All Loans of Securities other than Equity Securities shall be "Term Loans" subject to this Annex, unless otherwise specifiedagreed in a Confirmation or other writing. 2. The Confirmation for a Term Loan shall set forth, in addition to any terms required to be set forth therein under the Agreement, the Term Loan Amount, the Cash Collateral Fee and the Termination Date. Xxxxxx and Xxxxxxxx agree that, except as specifically provided in this Annex, each Term Loan shall be subject to all section references herein terms and conditions of the Agreement, including, without limitation, any provisions regarding the parties' respective rights to terminate a Loan. 3. In the event that either party exercises its right under the Agreement to terminate a Term Loan on a date (the "Early Termination Date") prior to the Termination Date, Lender and Borrower shall, unless otherwise agreed, use their best efforts to negotiate in good faith a new Term Loan (the "Replacement Loan") of comparable or other Securities, which shall be mutually agreed upon by the parties, with a Market Value equal to the Market Value of the Term Loan Amount under the terminated Term Loan (the "Terminated Loan") as of the Early Termination Date. Such agreement shall, in accordance with Section 2 of this Annex, be confirmed in a new Confirmation at the commencement of the Replacement Loan and be executed by each party. Each Replacement Loan shall be subject to the same terms as the corresponding Terminated Loan, other than with respect to the commencement date and the identity of the Loaned Securities. The Replacement Loan shall commence on the date on which the parties agree which Securities shall be the subject of the Replacement Loan and shall be scheduled to terminate on the scheduled Termination Date of the Terminated Loan. 4. Borrower and Xxxxxx agree that, except as provided in Section 5 of this Annex, if the parties enter into a Replacement Loan, the Collateral for the related Terminated Loan need not be returned to Borrower and shall instead serve as Collateral for such Replacement Loan. 5. If the parties are intended unable to refer negotiate and enter into a Replacement Loan for some or all of the Term Loan Amount on or before the Early Termination Date, (a) the party requesting termination of the Terminated Loan shall pay to sections the other party a Breakage Fee computed in accordance with Section 6 of this Annex with respect to that portion of the Term Loan Amount for which a Replacement Loan is not entered into and (b) upon the transfer by Borrower to Lender of the Loaned Securities subject to the Terminated Loan, Lender shall transfer to Borrower Collateral for the Terminated Loan in accordance with and to the extent required under the Agreement, provided that no Default has occurred with respect to Borrower. 6. For purposes of this Annex, the term "Breakage Fee" shall mean a fee agreed by Borrower and Lender in the Confirmation or otherwise orally or in writing. In the absence of any such Securities agreement, the term "Breakage Fee" shall mean, with respect to Loans of Government Securities, a fee equal to the sum of (a) the cost to the non-terminating party (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of the termination of the Terminated Loan, and (b) any other loss, damage, cost or expense directly arising or resulting from the termination of the Terminated Loan Agreementthat is incurred by the non-terminating party (other than consequential losses or costs for lost profits or lost opportunities), as determined by the non-terminating party in a commercially reasonable manner, and (c) any other amounts due and payable by the terminating party to the non-terminating party under the Agreement on the Early Termination Date.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.The parties acknowledge that they have been advised that: 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified (a) in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions case of Transactions in which one of the parties is a party lending broker or borrowing Securities, as dealer registered with the case may be Securities and Exchange Commission ("AgentSEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan is acting Insurance Corporation or the National Credit Union Share Insurance Fund, as agent for one or more third parties applicable. IMPAC WAREHOUSE LENDING GROUP, INC. STARNET FINANCIAL, INC. AND STARNET MORTGAGE By By /s/ KENNXXX X. XXXXXXX ------------------------------------- -------------------------------- Title Title President ---------------------------------- ----------------------------- Date Date 11/5/99 ----------------------------------- ------------------------------ ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS ANNEX II NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS The Master Repurchase Agreement between Impac Warehouse Lending Group (each"Buyer") and STARNET FINANCIAL, a INC. AND STARNET MORTGAGE ("PrincipalSeller"), dated as of NOVEMBER 5, 1999 is amended and supplemented as set forth below. Unless otherwise defined, All capitalized terms used but not herein that are defined in this Annex shall have the meanings assigned Master Repurchase Agreement are used herein as defined therein except to the extent such terms are amended or supplemented herein. 1. Paragraph 1 of the Master Repurchase Agreement is amended by adding the following after the word "instruments" and before the parenthetical "("Securities")" in the Securities Loan Agreement of which it forms a part (such agreementsecond line thereof: "or whole mortgage loans or any interests in any whole mortgage loans, together with this Annex including, without limitation, mortgage participation certificates and any other annexes, schedules or exhibits, referred to as the mortgage passthrough certificates"Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S ’S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. BlackRock Institutional Trust Company, N.A. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date[Borrower] By: ------------------------- 2000 Master Securities Loan Agreement-20 Title: Annex I I-A Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("“Agent"”), in a Loan is acting as agent for one or more third parties (each, a "“Principal"”). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "“Agreement"”) and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERThe parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, THEREFORESIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THATfunds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAWthe Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATESas applicable. [Name of Party] By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- ---------------------- Title: ------------------------- Title: ---------------------- ------------------- Date: ------------------------- 2000 Master Date: ----------------------- -------------------- -11- 26 ANNEX 1 Names and Addresses for Communications Between Parties Name of Party ------------------------------------------------------------------- Contact ------------------------------------------------------------------------- Street Address ------------------------------------------------------------------ City, State, Zip Code ----------------------------------------------------------- Telephone No. ------------------------------------------------------------------- -12- 27 EXHIBIT D THE PARKSTONE GROUP OF FUNDS BOND FUND PROPOSED PERMITTED INVESTMENTS FOR SECURITIES LENDING All investment of cash collateral for the securities lending program will be subject to the following criteria and additional limits specified by the client: NO MORE THAN 5% OF THE TOTAL PORTFOLIO OR EACH CLIENT ACCOUNT MAY BE INVESTED IN ANY SINGLE ISSUER. NO MORE THAN 25% OF THE TOTAL PORTFOLIO MAY BE INVESTED IN SECURITIES OF ONE OR MORE ISSUERS CONDUCTING THEIR PRINCIPAL BUSINESS ACTIVITIES IN THE SAME INDUSTRY WITH THE EXCEPTION OF U.S. GOVERNMENT SECURITIES Section 1 BELOW, U.S. AGENCIES, Section 2 BELOW OR REVERSE REPO. Section 9 BELOW. IF MATURITIES ARE LONGER THAN ONE BUSINESS DAY, NO MORE THAN 5% OF THE TOTAL PORTFOLIO OR EACH CLIENT ACCOUNT MAY BE INVESTED WITH ANY SINGLE ISSUER. Bank is authorized to invest cash collateral on behalf of Customer in investments, which at the time of purchase, may consist of the following: 1. Securities Loan Agreement-20 Annex I Party Acting issued by any agencies, instrumentalities, sponsored agencies or enterprises of the United States Government. This specifically includes pass-through certificates and collateralized mortgage obligations. Maximum maturity seven days (except when used as Agent collateral in a reverse repurchase transaction). Maximum exposure to any issuer 25% of portfolio at time of purchase. 2. Deposits in, notes of, or bankers acceptances issued by banks with minimum assets of one billion U.S. dollars (or U.S. dollar equivalent thereof), which are rated "high quality" by at least one nationally recognized rating agency. This Annex sets forth category includes both "Yankee" and "Euro" paper. Maximum maturity seven days. 3. Commercial paper and variable rate master notes rated at least A1 or P1 or equivalent by at least one nationally recognized rating agency. Maximum maturity seven days (or to the terms next reset date). This may include letter of credit backed paper. This may include Section 4(2) or unregistered commercial paper. Total portfolio exposure to Section 4(2) paper shall not exceed 50% at time of purchase. 4. Reverse repurchase agreements for investment of funds from financial institutions such as member banks of the Federal Deposit Insurance Corporation or registered broker-dealers which First of America deems creditworthy. Collateral must be delivered to either The Bank of California, Mitsubishi Global, or a third party custodian acceptable to The Bank of California. Collateral is limited to the securities and/or instruments that are defined in Exhibit A. Collateral level must be at least 100% and conditions governing all transactions marked to market on a daily basis. Maximum exposure per counterparty: the greater of $10 million or 25% at time of purchase. (See Attachment 1). 28 5. Shares of Registered Investment Companies or STIFs including those for which Bank or any of its Affiliates acts as an investment adviser, administrator, custodian and/or in any other capacity for which a party lending or borrowing Securities, as the case it may be compensated. No more than 5% of any one money market fund with no more than 10% total in money market mutual funds. 6. Average weighted maturity mismatch of the portfolio shall not exceed 7 days. 7. All credit restrictions and rating requirements pertain to time of purchase. 8. Creditworthiness of issuers of potential collateral investments other than U.S. government securities, when authorized by policy, will be analyzed by Merus and approved by Merus' Investment Policy Board (IPB). Merus' IPB will promptly notify Bank of California's Credit Administration and Credit Policy of any changes to be above Permitted Investment Policy for Securities Lending. Mismatches of maturities between securities lent and securities accepted (or invested in) as collateral should be minimized. The Trust Department will manage the mismatch within guidelines established from time to time by Merus' IPB. 9. Cash collateral may not be invested with broker-dealers who are borrowers of The Bank of California. The Bank of California's Credit Department will notify the Securities Lending Department of any lending activity of any broker/dealer. Nationally recognized rating agencies: At least one of: Supranationals Asset At least one of: At least one of: Backed Mortgage Minimum Short Ten Minimum Long Term Backed Sovereigns Ratings Ratings Standard & Poors A1 X- XX- Xxxxxx X0 X0 Xx0 Fitch F1 A- AA- Duff & Phelxx D1 X- XX- XXXX X0 X- XX- If any rating falls below the required rating criteria appropriate action will be taken according to the client's instruction. -ii- 29 Dated: June 8, 1995 ------------ The Parkstone Group of Funds ("AgentPRINCIPAL") By: /s/ GEORXX X. XXXXXXXX ---------------------------- By: /s/ STEPXXX X. XXXXXX ---------------------------- Dated: June 8, 1995 ------------ The Bank of California, National Association ("BANK") By: /s/ ELLEX X. XXXNER ---------------------------- By: /s/ GREG X. XXXX ---------------------------- - Securities issued by or fully guaranteed as to the payment of principal and interest by the United States Government. - Securities issued by any agencies, instrumentality's, sponsored agencies or enterprises of the United States Government. This specifically includes pass-through certificates and collateralized mortgage obligations. - Deposits in, notes of, or bankers acceptances issued by banks with minimum assets of one billion U.S. dollars (or U.S. dollar equivalent thereof), which are rated "high quality" by at least one nationally recognized rating agency. This category includes both "Yankee" and "Euro" paper. - Commercial paper and variable rate master notes rated at least A1 or P1 or equivalent by at least one nationally recognized rating agency. Maximum maturity 270 days (or to the next reset date). This may include letter of credit backed paper. This may include Section 4(2) or unregistered commercial paper. - Asset-backed securities rated at least AA- or equivalent by at least one nationally recognized rating agency. Maximum duration, overnight only. - Mortgage backed securities rated at least AA- or equivalent by at least one nationally recognized rating agency. - Corporate obligations (exclusive of commercial paper), both with and without credit enhancement. Those with a maturity of less than or equal to one year may be judged upon the corporation's short term ratings, which must be rated at least A1 or P1 or equivalent by at least one nationally recognized rating agency. Those with a maturity of greater than one year must be rated at least A- or equivalent by at least one nationally recognized rating agency. This may include 144a (private placement) corporate obligations. Maximum duration, overnight only. The gross revenue generated from securities lending and reverse repurchase agreement activity shall be split as follows: The Parkstone Group of Funds ("PRINCIPAL") 60% The Bank of California, National Association ("BANK") 40% Dated: June 8, 1995 ------------------------- The Parkstone Group of Funds ("PRINCIPAL") By: /s/ GEORXX X. XXXXXXXX ---------------------------- By: /s/ STEPXXX X. XXXXXX ---------------------------- Dated: June 8, 1995 ------------------------- The Bank of California, National Association ("BANK") By: /s/ ELLEX X. XXXNER ---------------------------- By: /s/ GREG X. XXXX ---------------------------- All investment of cash collateral for the securities lending program will be subject to the following criteria and additional limits specified by the client: NO MORE THAN 5% OF THE TOTAL PORTFOLIO OR EACH CLIENT ACCOUNT MAY BE INVESTED IN ANY SINGLE ISSUER. NO MORE THAN 25% OF THE TOTAL PORTFOLIO MAY BE INVESTED IN SECURITIES OF ONE OR MORE ISSUERS CONDUCTING THEIR PRINCIPAL BUSINESS ACTIVITIES IN THE SAME INDUSTRY WITH THE EXCEPTION OF U.S. GOVERNMENT SECURITIES Section 1 BELOW, U.S. AGENCIES, Section 2 BELOW OR REVERSE REPO. Section 9 BELOW. IF MATURITIES ARE LONGER THAN ONE BUSINESS DAY, NO MORE THAN 5% OF THE TOTAL PORTFOLIO OR EACH CLIENT ACCOUNT MAY BE INVESTED WITH ANY SINGLE ISSUER. Bank is authorized to invest cash collateral on behalf of Customer in investments, which at the time of purchase, may consist of the following: 1. Securities issued by any agencies, instrumentalities, sponsored agencies or enterprises of the United States Government. This specifically includes pass-through certificates and collateralized mortgage obligations. Maximum maturity seven days (except when used as collateral in a Loan is acting as agent for one or more third parties (each, a "Principal"reverse repurchase transaction). Unless otherwise definedMaximum exposure to any issuer 25% of portfolio at time of purchase. 2. Deposits in, capitalized terms used but notes of, or bankers acceptances issued by banks with minimum assets of one billion U.S. dollars (or U.S. dollar equivalent thereof), which are rated "high quality" by at least one nationally recognized rating agency. This category includes both "Yankee" and "Euro" paper. Maximum maturity seven days. 3. Commercial paper and variable rate master notes rated at least A1 or P1 or equivalent by at least one nationally recognized rating agency. Maximum maturity seven days (or to the next reset date). This may include letter of credit backed paper. This may include Section 4(2) or unregistered commercial paper. Total portfolio exposure to Section 4(2) paper shall not exceed 50% at time of purchase. 4. Reverse repurchase agreements for investment of funds from financial institutions such as member banks of the Federal Deposit Insurance Corporation or registered broker-dealers which First of America deems creditworthy. Collateral must be delivered to either The Bank of California, Mitsubishi Global, or a third party custodian acceptable to The Bank of California. Collateral is limited to the securities and/or instruments that are defined in this Annex shall have Exhibit A. Collateral level must be at least 100% and marked to market on a daily basis. Maximum exposure per counterparty: the meanings assigned in the Securities Loan Agreement greater of which it forms a part $10 million or 25% at time of purchase. (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan AgreementSee Attachment 1).

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.The parties acknowledge that they have been advised that: 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified (a) in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions case of Transactions in which one of the parties is a party lending broker or borrowing Securities, as dealer registered with the case may be Securities and Exchange Commission ("AgentSEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), in a Loan is acting as agent for one or more third parties the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (each, a "PrincipalSIPA"). Unless otherwise defined, capitalized terms used but ) do not defined in this Annex shall have protect the meanings assigned other party with respect to any Transaction hereunder; (b) in the Securities Loan case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC WILSHIRE FUNDING CORPORATION [Name of Party] [Name of Party] By: [illegible] By: [illegible] -------------------------- --------------------------- Title: Managing Director Title: CFO ----------------------- -------------------------- Date: 11/16/99 Date: November 12, 1999 ------------------------- --------------------------- ANNEX I SUPPLEMENTAL TERMS AND CONDITIONS (MORTGAGE CAPITAL/WFC) Pursuant to the terms of the Master Repurchase Agreement of which it forms a part (such agreementthe printed text only, the "Master Repurchase Agreement" and together with this Annex and any other annexesAnnexes and Exhibits thereto, schedules or exhibits, referred to as the "Agreement") dated as of November 26, 1999 (the "Restatement Date"). Buyer and Seller agree to be governed by the Supplemental Terms and Condition stated herein. The Agreement amends, restates and consolidates in their entirety (a) the Master Repurchase Agreement (Commercial) dated as of June 16, 1997 between Wilshire Financial Corporation ("WFC or Seller") and Credit Suisse First Boston Mortgage Capital LLC ("Buyer") relating to commercial mortgage loans and commercial real property (the "Original Commercial Agreement") and (b) the Master Repurchase Agreement dated June 16, 1997, between WFC and Buyer relating to residential mortgage loans, residential real property and manufactured home installment contracts (the "Original Residential Agreement" and, unless otherwise specifiedtogether with the Original Commercial Agreement, all section references the "Original Agreements"). The Transactions under the Original Agreements (the "Original Transactions") shall, as of the Restatement Date, be replaced by the New Transactions referred to below. The New Transactions and the Rollover Transactions referred to below shall be governed by the Agreement. All capitalized terms used in these Supplemental Terms and Conditions that are defined in the Master Repurchase Agreement are used herein as defined therein, except to the extent such terms are intended amended or supplemented herein. Reference is made to refer to sections Section 6 hereof for the meaning of such Securities Loan additional defined terms used herein. To the extent that any provisions in these Supplemental Terms and Conditions are in conflict with provisions contained in the Master Repurchase Agreement, the provisions of these Supplemental Terms and Conditions shall prevail.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. Nortel Networks Inc. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified in Appendix A /s/ Khush Dadyburjor ------------------------------------ Title: ------------------------- Attorney-In-Fact ------------------------------------ Date: ------------------------- March 11, 2003 ------------------------------------ CIBC World Markets Corp. By: ------------------------- Title/s/ Louis R. Caraccio ------------------------------------ Xxxxx: ------------------------- Xxxxutive Director ------------------------------------ Date: ------------------------- March 11, 2003 ------------------------------------ 2000 Master Securities Loan Agreement-20 Annex Agreement - 24 ANNEX I Party Acting as Agent ------- PARTY ACTING AS AGENT This Annex sets forth the terms and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be ("Agent"), in a Loan is acting as agent for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. ByBEAR, STEARNS SXXXXXXXES CORP. CORNERSTONE PROGRESSIVE RETURN FUND BY: Barclays Global InvestorsBY: --------------------------- -------------------------------- NAME: MICHAEL MXXXXXX NAME: TITLE : CO-PRESIDENT TITLE: DATE: MAY 23, N.A.2007 DATE: MAY 23, 2007 ANNEX II MARKET VALUE Unless otherwise agreed by Borrower and Lender: 1. If the principal market for the Securities to be valued is a national securities exchange in the United States, their Market Value shall be determined by their last sale price on such exchange at the most recent Close of Trading or, if there was no sale on the Business Day of the most recent Close of Trading, by the last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such exchange, all as agent or trustee quoted on the Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange. 2. If the principal market for various agency or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master the Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth to be valued is the terms over-the-counter market, and conditions governing all transactions in which a party lending or borrowing Securities, as the case may be securities are quoted on The Nasdaq Stock Market ("AgentNasdaq"), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the last bid price at such Close of Trading. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation. 3. Except as provided in Section 4 of this Annex, if the principal market for the Securities to be valued is the over-the-counter market, and the securities are not quoted on Nasdaq, their Market Value shall be determined in accordance with market practice for such Securities, based on the price for such Securities as of the most recent Close of Trading obtained from a Loan generally recognized source agreed to by the parties or the closing bid quotation at the most recent Close of Trading obtained from such a source. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation. 4. If the Securities to be valued are Foreign Securities, their Market Value shall be determined as of the most recent Close of Trading in accordance with market practice in the principal market for such Securities. 5. The Market Value of a letter of credit shall be the undrawn amount thereof. 6. All determinations of Market Value under Section 1 through 4 of this Annex shall include, where applicable, accrued interest to the extent not already included therein (other than any interest credited or transferred to, or applied to the obligations of, the other party pursuant to Section 8 of the Agreement), unless market practice with respect to the valuation of such Securities in connection with securities loans is acting as agent to the contrary. 7. The determinations of Market Value provided for one or more third parties (each, a "Principal"). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have apply for all purposes under the meanings assigned in Agreement, except for purposes of Section 13 of the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDERThe parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, THEREFORESIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. 27.2 LENDER ACKNOWLEDGES THATfunds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A.the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, as agent applicable. WILSHIRE FUNDING CORPORATION, CS FIRST BOSTON MORTGAGE as Seller CAPITAL CORP., as Buyer By By --------------------------- ---------------------------- Title Title ------------------------ ------------------------- Date Date ------------------------- -------------------------- ANNEX I Supplemental Terms and Conditions ANNEX II Names and Addresses for Communications Between Parties ANNEX I ADDITIONAL SUPPLEMENTAL TERMS TO MASTER REPURCHASE AGREEMENT, DATED AS OF NOVEMBER 15, 1996, BETWEEN CS FIRST BOSTON MORTGAGE CAPITAL CORP. ("CSFB" or trustee for various agency "Buyer") AND WILSHIRE FUNDING CORPORATION ("WFC" or trust accounts specified in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 "Seller") 1. APPLICABILITY. These Additional Supplemental Terms (the "Additional ------------- ---------- Supplemental Terms") to Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth Repurchase Agreement (Version 1987) ------------------ (the "Repurchase Agreement") modify the terms and conditions governing all transactions in of the -------------------- Repurchase Agreement and the terms under which a party lending or borrowing Securitiesthe parties hereto may, as from time to time, enter into Transactions (the case may be (Repurchase Agreement, together with the Annexes thereto, the "Agent"), in a Loan is acting as agent for one or more third parties (each, a "PrincipalAgreement"). Unless otherwise definedThe provisions of these Additional Supplemental Terms shall supersede the terms in the Repurchase Agreement to the extent they are in conflict. The Agreement shall be read, capitalized taken and construed as one and the same instrument. Capitalized terms used but in these Additional Supplemental Terms and not otherwise defined in this Annex herein shall have the meanings assigned set forth in the Securities Loan Agreement of which it forms a part (such agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the "Agreement") and, unless otherwise specified, all section references herein are intended to refer to sections of such Securities Loan Repurchase Agreement.

Disclosure Relating to Certain Federal Protections. 27.1 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.The parties acknowledge that they have been advised that: 27.2 LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES. By: Barclays Global Investors, N.A., as agent or trustee for various agency or trust accounts specified (a) in Appendix A Title: ------------------------- Date: ------------------------- By: ------------------------- Title: ------------------------- Date: ------------------------- 2000 Master Securities Loan Agreement-20 Annex I Party Acting as Agent This Annex sets forth the terms and conditions governing all transactions case of Transactions in which one of the parties is a party lending broker or borrowing Securities, as dealer registered with the case may be Securities and Exchange Commission ("AgentSEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), in a Loan is acting as agent for one or more third parties the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (each, a "PrincipalSIPA"). Unless otherwise defined, capitalized terms used but ) do not defined in this Annex shall have protect the meanings assigned other party with respect to any Transaction hereunder; (b) in the Securities Loan case of Transactions in which one of the parties is a governmental securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. XXXXXXX XXXXX MORTGAGE HEADLANDS MORTGAGE COMPANY CAPITAL INC. By:_________________________ By:_________________________ Title:______________________ Title:______________________ Date:_______________________ Date:_______________________ EXECUTION COPY ANNEX I (continued) SUPPLEMENTAL TERMS TO MASTER REPURCHASE AGREEMENT, DATED AS OF SEPTEMBER 11, 1996, AMONG XXXXXXX XXXXX MORTGAGE CAPITAL INC. AND XXXXXXX XXXXX CREDIT CORPORATION AND HEADLANDS MORTGAGE COMPANY 1. APPLICABILITY. These Supplemental Terms (the "Supplemental Terms") to ------------- Master Repurchase Agreement of which it forms a part (such agreementthe "Master Repurchase Agreement", together and collectively with this Annex and any other annexesthese Supplemental Terms, schedules or exhibits, referred to as the "Agreement") andmodify the terms and conditions under which the parties hereto, unless otherwise specifiedfrom time to time, all section references herein are intended to refer to sections enter into Transactions. To the extent that these Supplemental Terms conflict with the terms of such Securities Loan the Master Repurchase Agreement, these Supplemental Terms shall control.