Common use of Each Advance Clause in Contracts

Each Advance. The obligation of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent In connection with an Advance, the Company shall have timely received a Loan Notice (or in delivered to the case of a Swing Line Loan, a Swing Line Loan Notice) Lender the Advance Request or the applicable L/C Issuer Electronic Request, Collateral Documents, and documents required under and shall have timely received satisfied the applicable L/C Agreement; procedures set forth in Section 2.2 and Exhibit "C". All items delivered to the Lender or its designee shall be satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment. (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Lender in the Collateral under the Uniform Commercial Code of Texas or other applicable L/C fee; law. (c) all of the The representations and warranties of the Companies Company contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of the applicable Loan or issuance each Advance. (d) The Company shall have performed all agreements to be performed by it hereunder and, as of the applicable L/C. Notwithstanding anything to date of the contrary set forth in this Section 7.2Advance Request, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (e) The Company shall not have incurred any material liabilities, direct or continuation contingent, except as approved by Lender pursuant to Section 7.17, since the dates of the Company's most recent financial statements theretofore delivered to the Lender. (f) The Lender shall have received from counsel for the Company, if requested by the Lender in its sole discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the date of such Loans Advance, covering such of the matters as the Lender may reasonably request. (g) Such additional documents, instruments, and information as Lender or issuance its legal counsel may require. Acceptance of L/Csthe proceeds of the requested Advance by the Company shall be deemed a representation by the Company that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation of each Lender Lenders shall not be required (except as otherwise provided in Section 2.22(e) and 4.6(b) and except for Loans made by the New Lenders pursuant to Section 2.5(c)) to make any Loan Advance (other than a the conversion of Loans an Advance of one Type to an Advance of another Type that does not increase the aggregate amount of outstanding Advances) and the Swing Line Bank shall not be obligated to make a Swing Line Loan, unless on the applicable Borrowing Date, and an Issuing Bank shall not be required to issue, amend or extend a Facility Letter of Credit, unless on the applicable Issuance Date: (i) There exists no Default or Unmatured Default. (ii) The representations and warranties contained in Article VI are true and correct in all material respects as of such Borrowing Date or Issuance Date except to the other Type extent any such representation or a continuation warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of Revolver Loans as LIBOR Loans) is subject such earlier date and except to the following conditions precedent: extent that any such representation or warranty relates to changes otherwise permitted by this Agreement. (aiii) Administrative Agent After the making of such Advance or issuance of such Facility Letter of Credit, Consolidated Senior Debt Borrowings shall not exceed the Borrowing Base (determined as of the most recent Inventory Valuation Date). (iv) The Borrower shall have timely received a Loan Notice delivered to the Agent, not more than three (3) Business Days prior to the applicable Borrowing Date or Issuance Date or, in the case of a Swing Line Loan, on the Borrowing Date, a Swing Line Loan Noticeduly completed certificate in substantially the form of Exhibit "J" hereto. (v) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; All legal matters incident to (bA) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding making of such Loans or Advance shall be reasonably satisfactory to the Lenders and their counsel and (B) the issuance of L/Cs; such Facility Letter of Credit shall be reasonably satisfactory to the Agent, such Issuing Bank and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cstheir respective counsel. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, such Advance and each L/C Agreement submitted by Borrower request for a Facility Letter of Credit shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 5.2(i) and (ii) have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cssatisfied.

Each Advance. The obligation of each Lender Lenders shall not be required to make any Loan Advance (other than a conversion of Loans an Advance that, after giving effect thereto and to the other Type application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances under the applicable Facility), and no Issuing Bank shall be required to issue, amend or extend a continuation Facility Letter of Revolver Loans as LIBOR LoansCredit unless on the applicable Borrowing Date or Issuance Date: (i) is subject to There exists no Default or Unmatured Default, except for (A) Unmatured Defaults that will be cured, and that the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in Borrower certifies will be cured, by the case use of a Swing Line Loan, a Swing Line Loan Notice) the proceeds of such Advance or the applicable L/C Issuer shall issuance, amendment or extension of such Facility Letter of Credit or (B) Unmatured Defaults (other than the failure to pay any Obligation hereunder) that are not reasonably likely to have timely received a Material Adverse Effect and that the applicable L/C Agreement; Borrower certifies that it reasonably expects to cure before the date on which the same becomes a Default. (bii) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies contained in the Loan Papers Article VI are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding as of such Loans Borrowing Date or issuance Issuance Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of L/Cs; and such earlier date. (eiii) All legal matters incident to the funding making of such Advance or issuance, amendment or extension of such Facility Letter of Credit shall be satisfactory to the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters and its counsel and, in the Loan Papers that are necessary to enable Borrower to qualify for case of a Facility Letter of Credit, the Loans or L/CsIssuing Bank and its counsel. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementRatable Borrowing Notice, Competitive Bid Borrowing Notice and time is of the essence Swing Line Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Noticesuch Advance, and each L/C Agreement submitted by Borrower Facility Letter of Credit Notice with respect to the issuance, amendment or extension of each such Facility Letter of Credit, shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 5.2(i) and (ii) have been satisfied on and satisfied. The Administrative Agent or an Issuing Bank may require a duly completed compliance certificate in substantially the form of Exhibit K (but without any requirement for updating the calculations of compliance with financial covenants) as a condition to making an Advance or the issuance, amendment or extension of the date a Facility Letter of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/CsCredit.

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Companies shall have delivered to the Agent a Request for Borrowing and, if the Borrowing Base is insufficient to support all or part of the requested Borrowing, the Companies shall have delivered (i) to the Agent and the Custodian one or more Submission List(s), appropriate to the Categories of the new Collateral and (ii) (except for Wet Warehouse Advances) to the Custodian the Basic Papers for any new Single-family Collateral required to cause the Borrowing Base to at least equal the outstanding Borrowings after giving effect to the requested Borrowing. (b) Unless the requested Advance is comprised only of a Wet Warehousing Advance, the Custodian shall have issued its Custodian’s Certification (as defined in the Custody Agreement) relating to the Single-family Collateral currently in the Borrowing Base (and the Agent agrees not to unreasonably withhold or delay issuing any such Custodian’s Certification). (c) If the Companies have begun registering Pledged Loans with MERS, the Companies shall have delivered to the Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Companies, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (d) The Agent shall have timely received a Loan Notice evidence reasonably satisfactory to it (or i) as to the due filing and recording in the case all appropriate offices of all financing statements, (ii) if there is any Collateral that is of a Swing Line Loantype that requires the Agent’s interest to be noted by book entry, a Swing Line Loan Noticethat such book entry has been duly made and (iii) or if there is any Collateral that is “investment property” under the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all UCC of the State of Texas or other applicable Law, that such instruments as are necessary to give the Agent “control” of such Collateral have been duly executed by the relevant Company and the relevant securities intermediary. (e) The representations and warranties of the Companies contained in the Loan Papers are Section 9 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (f) The Companies shall have performed all agreements to be performed by them under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result as well as under all Purchase Commitments, and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (g) The Companies shall not have incurred any material liabilities, direct or continuation contingent, other than in the ordinary course of their business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements relative to HC and its Subsidiaries since the dates of the Companies’ Financial Statements most recently theretofore delivered to the Agent and distributed to the Lenders. (h) The Agent shall have received from counsel for the Companies, if reasonably requested by all of the Lenders, an updated favorable opinion or opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance of L/Cs.Advance, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 8.1(a)

Each Advance. The obligation of each Lender to make honor any Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s 's reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders or Required Revolver Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders or Required Revolver Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, ) and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 6.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.26.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent In connection with an Advance, the applicable Borrower shall have timely received a Loan Notice (delivered to the Lender the Advance Request or the Electronic Request, Collateral Documents, and documents required under and shall have satisfied the procedures set forth in Section 2.2 and EXHIBIT "C", according to the type of Collateral to be financed through the requested Advance. All items delivered to the Lender or its designee shall be satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment or Purchase Agreement, as the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; may be. (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making and/or continuation of any applicable L/C fee; book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the (c) all of the The representations and warranties of the Companies Borrowers contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of the applicable Loan or issuance each Advance. (d) Each Borrower shall have performed all agreements to be performed by it hereunder, and, as of the applicable L/C. Notwithstanding anything to date of the contrary set forth in this Section 7.2Advance Request, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (e) Each Borrower shall not have incurred any material liabilities, direct or continuation contingent, except as approved by Lender pursuant to Section 7.20, since the date hereof. (f) The Lender shall have received from counsel for the Borrowers, if requested by the Lender in its sole discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the date of such Loans Advance, covering such of the matters as the Lender may reasonably request. (g) Such additional documents, instruments, and information as Lender or issuance its legal counsel may require. Acceptance of L/Csthe proceeds of the requested Advance by the applicable Borrower shall be deemed a representation by such Borrower that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation effectiveness of this Agreement, including Administrative Agent’s and any Lender’s making of the initial and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) subsequent Warehousing Advance, is subject to the satisfaction, as determined in the discretion of Administrative Agent, as of the date of each Warehousing Advance, of the following additional conditions precedent: : (a) Borrower must have delivered to Administrative Agent shall the Approval Request, together with any and all information underlying or supporting the calculations set forth therein, the Warehousing Advance Request, the Credit Underwriting Documents, and the Collateral Documents required by, and must have timely received a Loan Notice (or satisfied the procedures set forth in, Article 2 and the Exhibits described in that Article. All items delivered to Administrative Agent must be satisfactory to Administrative Agent in form and content, and Administrative Agent may reject any item that does not satisfy the case requirements of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C this Agreement; . (b) Borrower must have deposited sufficient funds into the applicable L/C Issuer shall have received any applicable L/C fee; Funding Account such that the funds from the Funding Account, together with the requested Warehousing Advance, will enable Borrower to fund in its entirety the underlying Mortgage Loan(s). (c) Administrative Agent must have received evidence satisfactory to it as to the due filing and recording or continuation in all appropriate offices of all financing statements and other instruments, as well as such other matters or items as may be necessary to perfect the security interest of Administrative Agent in the Collateral under the Uniform Commercial Code or other applicable law. (d) The representations and warranties of the Companies Borrower contained in the Loan Papers are true Article 6 and correct Article 10 must be accurate and complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Warehousing Advance (except for those which expressly relate to an earlier date, which shall be true and correct as of such earlier date). (e) Borrower must have performed all agreements to be performed by it under this Agreement and the other Loan Documents, the Loan Documents shall be satisfactory in substance and in form to Administrative Agent, Administrative Agent shall have received all information and such counterpart originals or certified or other copies of such documents as Administrative Agent may reasonably request, and after giving effect to the requested Warehousing Advance, no Unmatured Default or Event of Default will exist under this Agreement which has not been waived in writing by the Administrative Agent. (f) Guarantor must have performed all agreements to be performed by the Guarantor under the Loan Documents. (g) There shall not have been any material adverse change in the financial condition, business, operations, or assets of Borrower or Guarantor since the date of this Agreement which, in Administrative Agent’s good faith judgment, may jeopardize the ability of Borrower and Guarantor to perform fully their respective obligations under each applicable Loan Document. (h) Administrative Agent shall have received evidence satisfactory to it either (i) as to the due recording of a Collateral Assignment of Mortgage in the appropriate recording office, or issuance (ii) from an authorized representative of the applicable L/C. Notwithstanding anything title insurance company (the “Title Insurer”), that, in accordance with the Borrower’s closing instructions and the Agent’s escrow letter with such Title Insurer, (A) the Title Insurer is in possession of the fully executed Collateral Assignment, in recordable form for the applicable recording jurisdiction, (B) the Title Insurer is proceeding with the recording of the applicable Mortgage and the Collateral Assignment of Mortgage, and (C) the Borrower’s title insurance policy will be issued with gap coverage in the form required pursuant to the contrary Borrower’s closing instructions and the Agent’s escrow letter, to contain the recording details for the Collateral Assignment of Mortgage, and to show no intervening Mortgages, no assignments of the applicable Mortgage, no discharge of applicable Mortgage, and no release of any property from the lien of the applicable Mortgage. (i) Administrative Agent shall have received payment of any Fees applicable to such Warehousing Advance. (j) Administrative Agent shall have received and approved such other documents and certificates as Administrative Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent. Delivery of a Warehousing Advance Request by Borrower will be deemed a representation by Borrower that all conditions set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to 5.2 have been satisfied as of the proposed funding, conversion, or continuation date of such Loans or issuance of L/Csthe Warehousing Advance.

Each Advance. The obligation of each No Lender shall be required to make any Loan unless on the applicable Borrowing Date (other than a conversion of and the Revolving Loans may not be converted to Term Loans unless on the other Type or a continuation of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: Revolving Termination Date): (a) Administrative Agent shall have timely received a Loan Notice (There exists no Default or Event of Default and, in the case of a Swing Line Loanthe conversion of Revolving Loans to Term Loans, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; Borrower is Visa Inc. (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of contained in Article V (other than Sections 5.5 and 5.7, unless the Companies in initial Advance is on the Loan Papers Closing Date) are true and correct in all material respects as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (unless they speak to c) The Administrative Agent shall have received an Advance Borrowing Notice or a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); Swing Loan Borrowing Notice, as applicable. (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to The Administrative Agent evidence substantiating any of shall have received such other approvals, opinions or documents as the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/CsAdministrative Agent may reasonably request. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementAdvance Borrowing Notice, and time is of the essence with respect to any Advance, and each condition precedent. Subject Swing Loan Borrowing Notice, with respect to the prior approval of Required Lendersa Foreign Currency Swing Loan, Lenders may fund any a Euro Swing Loan or a U.S. Swing Loan, and any request to convert the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Revolving Loans to the other Type or a continuation of Revolver Loans as LIBOR Term Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 4.2(a), (b) and (d) have been satisfied on and satisfied. The Administrative Agent, at the reasonable request of any Lender, may require a duly completed compliance certificate in substantially the form of Exhibit B as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything a condition to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including making a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/CsLoan.

Each Advance. The obligation of each Lender Lenders shall not be required to make any Loan Advance (other than a conversion of Loans an Advance that, after giving effect thereto and to the other Type application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), and the Issuing Bank shall not be required to issue, amend or extend a continuation Facility Letter of Revolver Loans as LIBOR LoansCredit unless on the applicable Borrowing Date or Issuance Date: (i) is subject to There exists no Default or Unmatured Default, except for (A) Unmatured Defaults that will be cured, and that the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in Borrower certifies will be cured, by the case use of a Swing Line Loan, a Swing Line Loan Notice) the proceeds of such Advance or the applicable L/C Issuer shall issuance, amendment or extension of such Facility Letter of Credit or (B) Unmatured Defaults (other than the failure to pay any Obligation hereunder) that are not reasonably likely to have timely received a Material Adverse Effect and that the applicable L/C Agreement; Borrower certifies that it reasonably expects to cure before the date on which the same becomes a Default. (bii) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies contained in the Loan Papers Article VI are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding as of such Loans Borrowing Date or issuance Issuance Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of L/Cs; and such earlier date. (eiii) All legal matters incident to the funding making of such Advance or issuance, amendment or extension of such Facility Letter of Credit shall be satisfactory to the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters and its counsel and,in the Loan Papers that are necessary to enable Borrower to qualify for case of a Facility Letter of Credit, the Loans or L/CsIssuing Bank and its counsel. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementRatable Borrowing Notice, Competitive Bid Borrowing Notice and time is of the essence Swing ine Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Noticesuch Advance, and each L/C Agreement submitted by Borrower Facility Letter Credit Notice with respect to the issuance, amendment or extension of each such Facility Letter of Credit, shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 5.2(i) and (ii) have been satisfied on and satisfied. The Administrative Agent or the Issuing Bank may require a duly completed compliance certificate in substantially the form of Exhibit M (but without any requirement for updating the calculations of compliance with financial covenants) as a condition to making an Advance or the issuance, amendment or extension of the date a Facility Letter of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/CsCredit.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) Advance is subject to the satisfaction of the following conditions precedent: precedent to the satisfaction of the Lender: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies contained in the each Loan Papers are Document shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice such Advance (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and immediately after giving effect to such Advance), except to the proposed fundingextent such representations and warranties specifically relate to an earlier date, conversion, or continuation in which case such 44 representations and warranties shall have been true and correct on and as of such earlier date and the Lender shall have received a certificate dated as of such borrowing date certifying as to the foregoing. (b) At the time of and immediately after giving effect to such Advance, no Default shall have occurred and be continuing and the Lender shall have received a certificate dated as of such borrowing date certifying as to the foregoing. (c) The Lender shall have received a Borrowing Request meeting the requirements of Section 2.4(a) and duly executed by a Financial Officer. (d) The Lender shall have received evidence satisfactory to it that the intended use of proceeds of the Loans by the Borrower is in accordance with Section 2.7 hereof. (e) The Lender shall have received evidence satisfactory to it that the making of the Loans by the Lender and the use of proceeds thereof by the Borrower will not result in any violation by the Lender of any requirement of law or issuance any regulation. (f) The Lender shall have received a Borrowing Base Certificate. (g) The Lender shall have received such other documentation and assurances as shall be reasonably required by it in connection with such Advance. Each Advance shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in subsections (a) and (b) of L/Csthis Section 5.2.

Each Advance. The obligation of the Bank to fund the Initial Request and each Lender to make any subsequent Advance on a Mortgage Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) under this Loan Agreement is subject to the satisfaction, in the sole discretion of the Bank, as of the date of each such Initial Request or subsequent Advance, as appropriate, of the following additional conditions precedent: : (a) Administrative Agent The Company shall have timely received a Loan Notice (or delivered to the Bank the Advance Request and Collateral Documents called for hereunder, and shall have satisfied the procedures set forth in the case of a Swing Line Loan, a Swing Line Loan NoticeSections 2.2(a) or through 2.2(c) hereof and the applicable L/C Issuer Exhibits hereto described in these Sections. All items delivered to the Bank shall have timely received be reasonably satisfactory to the applicable L/C Bank in form and content, and the Bank may reject such of them as do not meet the requirements of this Loan Agreement; . (b) the applicable L/C Issuer The Bank shall have received evidence reasonably satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Bank in the Collateral under the South Carolina Uniform Commercial Code or other applicable L/C fee; law. (c) all of the The representations and warranties of the Companies Company contained in the Loan Papers are Article V hereof shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date. (d) The Company and the applicable Loan Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively. (e) There shall exist no Default or issuance condition or event which with the passage of time might constitute a Default hereunder and the making of the applicable L/C. Notwithstanding anything requested Advance shall not give rise to a Default hereunder. (f) The Company shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the dates of the Company's most recent financial statements theretofore delivered to the contrary Bank. (g) The Company shall have provided Bank with updated inspection reports for all Mortgage Loans and shall have allowed Bank to make any on-sight inspections Bank shall reasonably request. Acceptance of the proceeds of the requested Advance by the Company shall be deemed a representation by the Company that all conditions set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to 4.2 shall have been satisfied as of the proposed funding, conversion, or continuation date of such Loans or issuance of L/CsAdvance.

Each Advance. The obligation On each date on which Lender is to advance funds hereunder, (1) Borrower shall cause to be provided to Lender the following: a. A certificate executed by the Secretary or an Assistant Secretary of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line LoanBorrower, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of certifying that the representations and warranties of the Companies in the Loan Papers are Borrower contained herein remain true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) as of such date, and that no Material Adverse Event, Default or Potential event which, with the giving of notice or the lapse of time, or both, would become a Default exists hereunder, has then occurred. b. Evidence satisfactory to Lender as to due compliance with the insurance provisions of Section 6(f) hereof. c. Photocopies of the invoice(s) or would result from other evidence reasonably satisfactory to Lender and its counsel, related to the proposed funding acquisition cost of the Equipment to which such advance of the Loan relates[; and, if requested by Lender, an appraisal of such Loans or issuance of L/Cs; Equipment in form and (e) substance, and by an appraiser, acceptable to Lender]. d. A Collateral Schedule describing the funding Equipment to which such advance of the Loans or issuance Loan relates. e. A Pay Proceeds Authorization in the amount of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable requestLoan to be advanced on such date, Borrower shall deliver to Administrative Agent evidence substantiating any duly executed on behalf of Borrower. f. A Promissory Note in the amount of the matters in Loan to be advanced on such date, duly executed on behalf of Borrower, pursuant to Section 1 hereof. g. Such documents and instruments as reasonably may be required by Lender to note Lender as the Loan Papers that are necessary to enable Borrower to qualify for registered lienholder on the Loans or L/Cs. Each condition precedent in this Agreement is material to certificate of title (the transactions contemplated by this Agreement, and time is of the essence “Title Lien Notation Documents”) with respect to each condition precedent. Subject the Equipment to which such advance of the Loan relates. (2) Such filings shall have been made and other actions taken as reasonably may be required by Lender and its counsel to perfect a valid, first priority purchase money security interest granted by Borrower to Lender with respect to the prior approval Collateral. (3) No Default or event which, with the giving of Required Lendersnotice or lapse of time, Lenders may fund any Loanor both, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if would become a Default or Potential Default exists or would result after giving effect to the proposed fundinghereunder, conversion, or continuation of such Loans or issuance of L/Csshall have occurred. (4) No event shall have occurred which could have a Material Adverse Effect.

Each Advance. The obligation of each Lender Lenders shall not be required to make any Loans nor shall any Issuer be required to issue any Facility Letter of Credit, unless on the applicable Borrowing Date, both before and after giving effect on a pro forma basis to such Loan (other than a conversion or Facility Letter of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: Credit: (a) Administrative Agent shall have timely received a Loan Notice (There exists no Default or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; Unmatured Default. (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies Loan Parties set forth in the Loan Papers Documents are true and correct in all material respects (unless they speak except that any representation or warranty which is already qualified as to a specific date materiality or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no reference to Material Adverse EventEffect shall be true and correct in all respects) on and as of such Borrowing Date, Default or Potential Default exists or would result from except to the proposed funding extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (c) All legal matters incident to the making of such Loans or the issuance of L/Cs; such Facility Letter of Credit shall be satisfactory to the Administrative Agent and its counsel. (d) If such Loan is an initial Loan to a Foreign Subsidiary Borrower, the Administrative Agent shall have received a Foreign Subsidiary Opinion in respect of such Foreign Subsidiary Borrower and such other documents requested by the Administrative Agent. (e) In the funding case of any Loan or Facility Letter of Credit to be denominated in an Agreed Foreign Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters Required Lenders (in the case of any Loans to be denominated in an Agreed Foreign Currency) or Issuer (in the case of any Facility Letter of Credit to be denominated in an Agreed Foreign Currency) would make it impracticable for such Loan Papers that are necessary or Facility Letter of Credit to enable Borrower to qualify for be denominated in the Loans or L/Csrelevant Agreed Foreign Currency. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence Borrowing notice with respect to each condition precedent. Subject to the prior approval borrowing by a Borrower hereunder or each request for an issuance of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance a Facility Letter of Credit shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be constitute a representation and warranty by the Company and such Borrower that the conditions specified contained in this Section 7.2 Sections 4.2(a), (b) and (c) have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cssatisfied.

Each Advance. The obligation On each date on which Lender is to advance funds hereunder, (1) Borrower shall cause to be provided to Lender the following: a. A certificate executed by the Secretary or an Assistant Secretary of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line LoanBorrower, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of certifying that the representations and warranties of the Companies in the Loan Papers are Borrower contained herein remain true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) as of such date, and that no Material Adverse Event, Default or Potential event which, with the giving of notice or the lapse of time, or both, would become a Default exists or would result from hereunder, has then occurred. b. Evidence satisfactory to Lender as to due compliance with the proposed funding insurance provisions of such Loans or issuance of L/Cs; and (eSection 6(f) hereof. c. A Schedule in the funding amount of the Loans or issuance Loan to be advanced on such date, duly executed on behalf of Borrower, pursuant to Section 1 hereof. d. Photocopies of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable requestinvoice(s) or other evidence reasonably satisfactory to Lender and its counsel, Borrower shall deliver related to Administrative Agent evidence substantiating any the acquisition cost of the matters in Collateral to which such advance of the Loan Papers that are necessary relates. e. An Equipment Schedule describing the Collateral to enable Borrower which such advance of the Loan relates. f. Such documents and instruments, and other actions, as reasonably may be required by Lender to qualify for note Lender (or its nominee) as the Loans or L/Cs. Each condition precedent in this Agreement is material registered lienholder on the certificate of title, including, but not limited to the transactions contemplated by this Agreement, documents and time is of instruments described on the essence attached Rider Number 1 (the “Title Lien Notation Documents”) with respect to each condition precedent. Subject the Equipment to which such advance of the Loan relates. (2) Such filings shall have been made and other actions taken as reasonably may be required by Lender and its counsel to perfect a valid, first priority security interest granted by Borrower to Lender with respect to the prior approval Collateral. (3) No Default or event which, with the giving of Required Lendersnotice or lapse of time, Lenders may fund any Loanor both, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if would become a Default or Potential Default exists or would result after giving effect to the proposed fundinghereunder, conversion, or continuation of such Loans or issuance of L/Csshall have occurred. (4) No event shall have occurred which could have a Material Adverse Effect.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent The Company shall have timely received a Loan Notice (delivered to the Lender the Advance Request, Collateral Documents, and documents relating to Wet Settlement Advances called for under, and shall have satisfied the procedures set forth in, Section 2.2, 2.4 or 2.6, as applicable hereof and the applicable Exhibits hereto described in the case applicable Section, according to the type of a Swing Line LoanAdvance. All items delivered to the Lender shall be satisfactory to the Lender in form and content, a Swing Line Loan Notice) and the Lender may reject such of them as do not meet the requirements of this Agreement or of the applicable L/C Issuer shall have timely received the applicable L/C Agreement; related Purchase Commitment. (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making and/or continuation of any xxxx entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Lender in the Collateral under the Uniform Commercial Code of Minnesota or other applicable L/C fee; law. 4.2 (c) all of the The representations and warranties of the Companies Company contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance. (d) The Company shall have performed all agreements to be performed by it hereunder, and after giving effect to the applicable Loan requested Advance, there shall exist no Default or issuance Event of Default hereunder. (e) The Guarantors shall have performed all agreements to be performed by the Guarantors under the Guaranties. (f) The Company shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the Statement Date. (g) The Lender shall have received from counsel for the Company or for the Guarantors or both, if requested by the Lender in its sole discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the applicable L/C. Notwithstanding anything to date of such Advance, covering such of the contrary matters as the Lender may reasonably request. Delivery of an Advance Request by the Company shall be deemed a representation by the Company that all conditions set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to 4.2 shall have been satisfied as of the proposed funding, conversion, or continuation date of such Loans or issuance of L/Cs.Advance

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Company shall have delivered to the Agent a Request for Borrowing and, if the Borrowing Base is insufficient to support all or part of the requested Borrowing, the Company shall have delivered (i) to the Agent and the Custodian a Submission List and (ii) (except for Wet Warehouse Advances) to the Custodian the Basic Papers, for any new Collateral required to cause the Borrowing Base to at least equal the outstanding Borrowings after giving effect to the requested Borrowing. (b) Unless the requested Advance is comprised only of a Wet Warehousing Advance, the Custodian shall have issued its Custodian's Certification (as defined in the Custody Agreement) relating to the Collateral currently in the Borrowing Base (and the Agent agrees not to unreasonably withhold or delay issuing any such Custodian's Certification). (c) If the Company has begun registering Pledged Loans with MERS, the Company shall have delivered to the Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Company, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (d) The Agent shall have timely received a Loan Notice evidence reasonably satisfactory to it (or i) as to the due filing and recording in the case all appropriate offices of all financing statements, (ii) if there is any Collateral that is of a Swing Line Loantype that requires the Agent's interest to be noted by book entry, a Swing Line Loan Noticethat such book entry has been duly made and (iii) or if there is any Collateral that is "investment property" under the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all UCC of the State of Texas or other applicable Law, that such instruments as are necessary to give the Agent "control" of such Collateral have been duly executed by the Company and the relevant securities intermediary. (e) The representations and warranties of the Companies Company contained in the Loan Papers are SECTION 8 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (f) The Company shall have performed all agreements to be performed by it under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (g) The Company shall not have incurred any material liabilities, direct or continuation contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements since the dates of the Company's Financial Statements most recently theretofore delivered to the Agent and distributed to the Lenders. (h) The Agent shall have received from counsel for the Company, if requested by the Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance of L/CsAdvance, covering and updating such matters that were originally addressed in the opinion issued pursuant to SECTION 7.1(b)(13) as the Agent may reasonably request. (i) The Company shall have paid the Facility Fee and Agent's Fee (if any) then due and payable in accordance with SECTIONS 5.7 and 5.8 and the Custodian's fee pursuant to the Custody Agreement. (j) The Agent shall have received such other documents, if any, as shall be specified by the Agent.

Each Advance. The obligation of each Lender Lenders shall not be required to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line LoanAdvance, a Swing Line Loan Notice) or unless on the applicable L/C Issuer shall have timely received the applicable L/C Agreement; Borrowing Date: (bi) the applicable L/C Issuer shall have received any applicable L/C fee; There exists no Default or Unmatured Default. (cii) all of the The representations and warranties of the Companies contained in the Loan Papers Article V are true and correct as of such Borrowing Date except for changes in all material respects (unless they speak to a specific date or are based on facts which have changed by the Schedules hereto reflecting transactions contemplated or permitted by this Agreement); . (diii) no Material Adverse EventIf such Advance is a U.S. Dollar Advance, Default or Potential Default exists or would result the Agent shall have received a duly completed Borrowing Notice from the proposed funding Borrower pursuant to Section 2.10 and if such Advance is a Negotiated Rate Advance, the Borrower and each Lender shall have agreed upon a Negotiated Rate for the applicable Negotiated Rate Interest Period. (iv) If such Advance is an Alternate Currency Advance, the Agent shall have received a duly completed Alternate Currency Borrowing Request from the Borrower pursuant to Section 2.11, and such Alternate Currency Borrowing Request shall have been agreed to in writing by each of the Lenders pursuant to Section 2.11. (v) All legal matters incident to the making of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower Advance shall deliver to Administrative Agent evidence substantiating any of the matters be in accordance with this Agreement in the Loan Papers that are necessary to enable Borrower to qualify for reasonable judgement the Loans or L/CsLenders and their counsel. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance such Advance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 4.2(i) and (ii) have been satisfied on and satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit "G" hereto as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything a condition to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Csmaking an Advance.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent In connection with an Advance, the Company shall have timely received a Loan Notice (or in delivered to the case of a Swing Line Loan, a Swing Line Loan Notice) Lender the Advance Request or the applicable L/C Issuer Electronic Request, Collateral Documents, and documents required under and shall have timely received satisfied the applicable L/C Agreement; procedures set forth in Section 2.2 and EXHIBIT "C", according to the type of Collateral to be financed through the requested Advance. All items delivered to the Lender or its designee shall be satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment. (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Lender in the Collateral under the Uniform Commercial Code of Texas or other applicable L/C fee; law. (c) all of the The representations and warranties of the Companies Company contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance. (d) The Company shall have performed all agreements to be performed by it hereunder, including without limitation, the applicable Loan or issuance payment of all Non-Usage Fees when due hereunder, and, as of the applicable L/C. Notwithstanding anything to date of the contrary set forth in this Section 7.2Advance Request, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (e) The Company shall not have incurred any material liabilities, direct or continuation contingent, except as approved by Lender pursuant to Section 7.15, since the dates of the Company's most recent financial statements theretofore delivered to the Lender. (f) The Lender shall have received from counsel for the Company, if requested by the Lender in its sole discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the date of such Loans Advance, covering such of the matters as the Lender may reasonably request. (g) Such additional documents, instruments, and information as Lender or issuance its legal counsel may reasonably require. Acceptance of L/Csthe proceeds of the requested Advance by the Company shall be deemed a representation by the Company that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation of each Lender the Bank to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and each subsequent Advance is subject to the satisfaction, in the sole discretion of the Bank, as of the date of each such Advance, of the following additional conditions precedent: : (aA) Administrative Agent The Borrower shall have timely received a Loan Notice (or in delivered to the case of a Swing Line LoanBank the ADVANCE REQUEST, a Swing Line Loan Notice) or and Collateral Documents called for under, and shall have satisfied the procedures set forth in, SECTION 2.2 hereof and the applicable L/C Issuer shall have timely received Exhibits hereto described in those Sections. All items delivered to the applicable L/C Bank must be satisfactory to the Bank in form and content, and the Bank may reject such of them as do not meet the requirements of this Agreement; . (bB) the applicable L/C Issuer The Bank shall have received any applicable L/C fee; (c) evidence satisfactory to it as to the due filing and RECORDING in all appropriate offices of all FINANCING STATEMENTS and other instruments as may be necessary to perfect the security interest of the representations and warranties Bank in the Collateral under the Uniform Commercial Code of the Companies State of Texas or other applicable law. (C) The REPRESENTATIONS AND WARRANTIES of the Borrower contained in the Loan Papers are ARTICLE V hereof shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance. (D) The Borrower and the applicable Loan or issuance of Guarantor shall have PERFORMED ALL AGREEMENTS to be performed by them hereunder and under the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Guaranty, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result respectively, and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default hereunder. (E) The Borrower shall not have (i) incurred any MATERIAL LIABILITIES, direct or continuation contingent, other than in the ordinary course of its business, since the dates of the Borrower's most recent financial statements theretofore delivered to the Bank or (ii) experienced any other MATERIAL ADVERSE CHANGE in its business or operations. (F) The Bank shall have received from counsel for the Borrower and the Guarantor, if requested by the Bank in its sole discretion, an UPDATED OPINION, in form and substance satisfactory to the Bank, addressed to the Bank and dated as of the date of such Loans or issuance Advance, covering such of L/Csthe matters set forth in SECTION 4.1(A)(4) hereto as the Bank may reasonably request. Acceptance of the proceeds of the requested Advance by the Borrower shall be deemed a representation by the Borrower that all conditions set forth in this SECTION 4.2 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent In connection with an Advance, the Company shall have timely received a Loan Notice (or in delivered to the case of a Swing Line Loan, a Swing Line Loan Notice) Lender the Advance Request or the applicable L/C Issuer Electronic Request, Collateral Documents, and documents required under and shall have timely received satisfied the applicable L/C Agreement; procedures set forth in Section 2.2 and EXHIBIT "C", according to the type of Collateral to be financed through the requested Advance. All items delivered to the Lender or its designee shall be satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment. (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Lender in the Collateral under the Uniform Commercial Code of Texas or other applicable L/C fee; law. (c) all of the The representations and warranties of the Companies Company contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance. (d) The Company shall have performed all agreements to be performed by it hereunder, including without limitation, the applicable Loan or issuance payment of all Non-Usage Fees when due hereunder, and, as of the applicable L/C. Notwithstanding anything to date of the contrary set forth in this Section 7.2Advance Request, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (e) The Company shall not have incurred any material liabilities, direct or continuation contingent, except as approved by Lender pursuant to Section 7.16, since the dates of the Company's most recent financial statements theretofore delivered to the Lender. (f) The Lender shall have received from counsel for the Company, if requested by the Lender in its sole discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the date of such Loans Advance, covering such of the matters as the Lender may reasonably request. (g) Such additional documents, instruments, and information as Lender or issuance its legal counsel may require. Acceptance of L/Csthe proceeds of the requested Advance by the Company shall be deemed a representation by the Company that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation of each Lender the Lenders to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions precedent: prior to the requested Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance: (a) Administrative In connection with an Advance, the Borrower shall have delivered to the Agent the Advance Request, and the Borrower shall have delivered to the Collateral Custodian a copy of the Advance Request (which may be delivered electronically), and the Collateral Documents, called for under, and shall have satisfied the procedures set forth in, Section 2.2 hereof and the applicable Exhibits hereto described in that Section, according to the type of the requested Advance. All items delivered to the Agent or the Collateral Custodian, as the case may be, shall be satisfactory to the Agent or the Collateral Custodian, in form and content, and the Agent or the Collateral Custodian, as the case may be, may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment. (b) The Collateral Custodian shall have given written or electronic notice to the Agent of the Mortgage Loans against which Advances may be made, followed by a Collateral Status Report as provided for and defined in the Custodial Agreement. (c) The Agent shall have timely received a Loan Notice (evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Agent in the case Collateral under the Uniform Commercial Code of a Swing Line Loan, a Swing Line Loan NoticeNew York or other applicable law. (d) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies Borrower contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance (except to the applicable extent of changes resulting from transactions contemplated and permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or issuance in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date, and, unless Agent and each of the applicable L/C. Notwithstanding anything Lenders is notified to the contrary set forth in this Section 7.2prior to the disbursement of the requested Advance). (e) The Borrower shall have performed all agreements to be performed by it hereunder, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result without limitation, the payment of all fees when due hereunder, and, as of the date of the Advance Request, and after giving effect to the proposed fundingrequested Advance, conversion, there shall exist no Default or continuation Event of Default hereunder. Acceptance of the proceeds of the requested Advance by the Borrower shall be deemed a representation by the Borrower that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Loans or issuance of L/CsAdvance.

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Company shall have delivered to the Agent a Request for Borrowing and, if the Borrowing Base is insufficient to support all or part of the requested Borrowing, the Company shall have delivered (i) to the Agent and the Custodian one or more Submission List(s), appropriate to the Categories of the new Collateral and (ii) (except for Wet Warehouse Advances) to the Custodian the Basic Papers for any new Single-family Collateral required to cause the Borrowing Base to at least equal the outstanding Borrowings after giving effect to the requested Borrowing. (b) Unless the requested Advance is comprised only of a Wet Warehousing Advance, the Custodian shall have issued its Custodian’s Certification (as defined in the Custody Agreement) relating to the Single-family Collateral currently in the Borrowing Base (and the Agent agrees not to unreasonably withhold or delay issuing any such Custodian’s Certification). (c) If the Company has begun registering Pledged Loans with MERS, the Company shall have delivered to the Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Company, Mortgage Electronic Registration Systems, lnc, MERSCorp., Inc. and the Custodian. (d) The Agent shall have timely received a Loan Notice evidence reasonably satisfactory to it (or i) as to the due filing and recording in the case all appropriate offices of all financing statements, (ii) if there is any Collateral that is of a Swing Line Loantype that requires the Agent’s interest to be noted by book entry, a Swing Line Loan Noticethat such book entry has been duly made and (iii) or if there is any Collateral that is “investment property” under the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all UCC of the State of Texas or other applicable Law, that such instruments as are necessary to give the Agent “control” of such Collateral have been duly executed by the Company and the relevant securities intermediary. (e) The representations and warranties of the Companies Company contained in the Loan Papers are Section 8 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (f) The Company shall have performed all agreements to be performed by it under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result as well as under all Purchase Commitments, and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (g) The Company shall not have incurred any material liabilities, direct or continuation contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements since the dates of the Company’s Financial Statements most recently theretofore delivered to the Agent and distributed to the Lenders. (h) The Agent shall have received from counsel for the Company, if reasonably requested by all of the Lenders, an updated favorable opinion or opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance of L/CsAdvance, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 7.1(a)(12) as the Agent may request. (i) The Company shall have paid the Facility Fee and Agent’s Fee then due and payable in accordance with Sections 5.7 and 5.8 and the Custodian’s fee pursuant to the Custody Agreement. (j) The Agent shall have received such other documents, if any, as shall be specified by the Agent.

Each Advance. The obligation of each Lender Lenders shall not be required to make any Loan Advance (other than a conversion of Loans an Advance that, after giving effect thereto and to the other Type application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), and the Issuing Bank shall not be required to issue, amend or extend a continuation Facility Letter of Revolver Loans as LIBOR LoansCredit unless on the applicable Borrowing Date or Issuance Date: (i) is subject to There exists no Default or Unmatured Default, except for (A) Unmatured Defaults that will be cured, and that the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in Borrower certifies will be cured, by the case use of a Swing Line Loan, a Swing Line Loan Notice) the proceeds of such Advance or the applicable L/C Issuer shall issuance, amendment or extension of such Facility Letter of Credit or (B) Unmatured Defaults (other than the failure to pay any Obligation hereunder) that are not reasonably likely to have timely received a Material Adverse Effect and that the applicable L/C Agreement; Borrower certifies that it reasonably expects to cure before the date on which the same becomes a Default. (bii) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies contained in the Loan Papers Article VI are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding as of such Loans Borrowing Date or issuance Issuance Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of L/Cs; and such earlier date. (eiii) All legal matters incident to the funding making of such Advance or issuance, amendment or extension of such Facility Letter of Credit shall be satisfactory to the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters and its counsel and, in the Loan Papers that are necessary to enable Borrower to qualify for case of a Facility Letter of Credit, the Loans or L/CsIssuing Bank and its counsel. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementRatable Borrowing Notice, Competitive Bid Borrowing Notice and time is of the essence Swing Line Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Noticesuch Advance, and each L/C Agreement submitted by Borrower Facility Letter of Credit Notice with respect to the issuance, amendment or extension of each such Facility Letter of Credit, shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 5.2(i) and (ii) have been satisfied on and satisfied. The Administrative Agent or the Issuing Bank may require a duly completed compliance certificate in substantially the form of Exhibit J (but without any requirement for updating the calculations of compliance with financial covenants) as a condition to making an Advance or the issuance, amendment or extension of the date a Facility Letter of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/CsCredit.

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Companies shall have delivered to the Agent a Request for Borrowing and, if the Borrowing Base is insufficient to support all or part of the requested Borrowing, the Companies shall have delivered (i) to the Agent and the Custodian one or more Submission List(s), appropriate to the Categories of the new Collateral and (ii) (except for Wet Warehouse Advances) to the Custodian the Basic Papers for any new Single-family Collateral required to cause the Borrowing Base to at least equal the outstanding Borrowings after giving effect to the requested Borrowing. (b) Unless the requested Advance is comprised only of a Wet Warehousing Advance, the Custodian shall have issued its Custodian’s Certification (as defined in the Custody Agreement) relating to the Single-family Collateral currently in the Borrowing Base (and the Agent agrees not to unreasonably withhold or delay issuing any such Custodian’s Certification). (c) If the Companies have begun registering Pledged Loans with MERS, the Companies shall have delivered to the Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Companies, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (d) The Agent shall have timely received a Loan Notice evidence reasonably satisfactory to it (or i) as to the due filing and recording in the case all appropriate offices of all financing statements, (ii) if there is 77 any Collateral that is of a Swing Line Loantype that requires the Agent’s interest to be noted by book entry, a Swing Line Loan Noticethat such book entry has been duly made and (iii) or if there is any Collateral that is “investment property” under the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all UCC of the State of Texas or other applicable Law, that such instruments as are necessary to give the Agent “control” of such Collateral have been duly executed by the relevant Company and the relevant securities intermediary. (e) The representations and warranties of the Companies contained in the Loan Papers are Section 9 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (f) The Companies shall have performed all agreements to be performed by them under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result as well as under all Purchase Commitments, and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (g) The Companies shall not have incurred any material liabilities, direct or continuation contingent, other than in the ordinary course of their business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements relative to HC and its Subsidiaries since the dates of the Companies’ Financial Statements most recently theretofore delivered to the Agent and distributed to the Lenders. (h) The Agent shall have received from counsel for the Companies, if reasonably requested by all of the Lenders, an updated favorable opinion or opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance of L/CsAdvance, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 8.1(a)(11) as the Agent may request. (i) The Companies shall have paid the Facility Fee and Agent’s Fee then due and payable in accordance with Sections 6.7 and 6.8 and the Custodian’s fee pursuant to the Custody Agreement. (j) The Agent shall have received such other documents, if any, as shall be specified by the Agent.

Each Advance. The obligation obligations of each the Lender to make any Loan (other than a conversion of Loans to fund the other Type or a continuation of Revolver Loans as LIBOR Loans) is initial Advance and each subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent The Borrowers shall have timely received delivered to the Lender a Loan Notice (Borrowing Request and, if the Borrowing Base is insufficient to support all or in part of the case of a Swing Line Loanrequested Borrowing, a Swing Line Loan Notice) or the applicable L/C Issuer Borrowers shall have timely received delivered (i) to the applicable L/C Agreement; Lender and the Custodian a Submission List, and (ii) (except for Wet Warehouse Advances) to the Custodian the Required Documents for any new Collateral required to cause the Borrowing Base to at least equal the outstanding Borrowings after giving effect to the requested Borrowing. (b) Unless the applicable L/C Issuer requested Advance is comprised only of a Wet Warehousing Advance, the Custodian shall have issued its Custodian's Certification (as defined in the Custody Agreement) relating to the Collateral currently in the Borrowing Base (and the Lender agrees not to unreasonably withhold or delay issuing any such Custodian's Certification). (c) the Borrowers shall have delivered to the Lender the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Borrowers, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (d) The Lender shall have received evidence reasonably satisfactory to it (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there is any applicable L/C fee; Collateral that is of a type that requires the Lender's interest to be noted by book entry, that such book entry has been duly made and (ciii) all if there is any Collateral that is "investment property" under the UCC of the State of Texas or other applicable Law, that such instruments as are necessary to give the Lender "control" of such Collateral have been duly executed by the Borrowers and the relevant securities intermediary. (e) The representations and warranties of the Companies Borrowers contained in the Loan Papers are Section 9 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (f) Each Borrower shall have performed all agreements to be performed by it under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Credit Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result as well as under all Purchase Commitments, and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Credit Papers. (g) The Borrowers shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of their business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Borrowers and their consolidated Subsidiaries, taken as a whole, since the dates of the Borrowers' Financial Statements most recently theretofore delivered to the Lender. (h) The Lender shall have received from counsel for the Borrowers, if reasonably requested by the Lender, an updated favorable opinion or opinions, in form and substance satisfactory to the Lender addressed to the Lender and dated as of the date of such Advance, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 8.1(a)(13) as the Lender may request. (i) The Borrowers shall have paid the Facility Fee then due and payable in accordance with Section 6.5 and the Custodian's fee pursuant to the Custody Agreement. (j) The making of any Advance shall not be prohibited by, or continuation of subject the Lender to any penalty or onerous condition under, any Legal Requirement. (k) The Lender shall have received such Loans or issuance of L/Csother documents, if any, as shall be specified by the Lender.

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Companies shall have delivered to the Agent a Request for Advance and (if the Single-Family Borrowing Base is insufficient to support all or part of the Advance that is a Single-family Advance) shall have delivered to the Agent one or more Submission List(s) and to the Custodian (except for Wet Warehousing Advances) a copy of the relevant Submission List(s) together with the Basic Papers for any Collateral required to cause the relevant Borrowing Base to at least equal its related Subline's outstanding Advances after giving effect to the requested Advance. (b) If all or any part of the requested Advance is a Single-family Advance, the Custodian shall have received the Basic Papers for all Collateral comprising the Borrowing Base for such Single-family Advance except for any Wet Loans included in such Collateral. (c) The Agent shall have timely received a Loan Notice evidence reasonably satisfactory to it (i) as to the due filing and recording in all appropriate offices of all financing statements, and of all other instruments (if any), as may be necessary to perfect or continue perfection of the Agent's security interest in the case Collateral, (ii) if there is any Collateral that is of a Swing Line Loantype that requires the Agent's interest to be noted by book entry, a Swing Line Loan Noticethat such book entry has been duly made and (iii) or if there is any Collateral that is "investment property" under the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all UCC of the State of Texas or other applicable law, that such instruments as are necessary to give the Agent "control" of such Collateral have been duly executed by the Companies and the relevant securities intermediary. (d) The representations and warranties of the Companies contained in the Loan Papers are Section shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (e) The Companies shall have each performed all agreements to be performed by it under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result as well as under all Purchase Commitments, and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (f) The Companies shall not have incurred any material liabilities, direct or continuation contingent, other than in the ordinary course of their business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements since the dates of the Companies' Financial Statements most recently theretofore delivered to the Agent and distributed to the Lenders. (g) The Agent shall have received from counsel for the Companies and the Parent, if reasonably requested by all of the Lenders, an updated favorable opinion or opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance of L/CsAdvance, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 8.1(a)(9) as the Agent may request. (h) The Companies shall have paid the Facilities Fee and Administrative Fee then due and payable in accordance with Sections 6.6 and 6.7 and the Custodian's fee pursuant to the Custody Agreement.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and ------------ each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent In connection with an Advance, the Company shall have timely received a Loan Notice (or in delivered to the case of a Swing Line Loan, a Swing Line Loan Notice) Lender 'the Advance Request or the applicable L/C Issuer Electronic Request, Collateral Documents, and documents required under and shall have timely received satisfied the applicable L/C Agreement; procedures set forth in Section 2.2 and Exhibit "C". All items delivered ----------- to the Lender or its designee shall be satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment. (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making mid/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Lender in the Collateral under the Uniform Commercial Code of Texas or other applicable L/C fee; law. (c) all of the The representations and warranties of the Companies Company contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance. (d) The Company shall have performed all agreements to be performed by it hereunder, including without limitation, the applicable Loan or issuance payment of all Non-Usage Fees when due hereunder, and, as of the applicable L/C. Notwithstanding anything to date of the contrary set forth in this Section 7.2Advance Request, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (e) The Company shall not have incurred any material liabilities, direct or continuation contingent, except as approved by Lender pursuant to Section 7.17, since the dates of the Company's most recent financial statements theretofore delivered to the Lender. (f) The Lender shall have received from counsel for the Company, if requested by the Lender in its sole discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the date of such Loans Advance, covering such of the matters as the Lender may reasonably request. (g) Such additional documents, instruments, and information as Lender or issuance its legal counsel may require, including, without limitation, all documents, instruments and information required pursuant to Section 4.1 of L/Csthis Agreement. Acceptance of the proceeds of the requested Advance by the Company shall be deemed a representation by the Company that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) Advance under this Agreement is subject to the satisfaction, in the judgment of the Lender exercised in good faith, as of the date of each such Advance, of the following additional conditions precedent: (a) Administrative Agent : SECTION 6.6.1. The Requesting Borrower shall have timely received a Loan Notice (deliver to the Lender an Advance Request and the documents required by the appropriate Exhibit B and all other required documentation and shall satisfy the procedures set forth in Section 2.5 in each case in accordance with the terms hereof. All items delivered to the Lender shall be reasonably satisfactory to the Lender in form and content and the Lender may reject any item that does not satisfy the requirements of this Agreement or in the case of a Swing Line Loan, a Swing Line Loan Notice) any related Purchase Commitment. SECTION 6.6.2. No Default shall exist and be continuing under this Agreement or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the other Loan Documents. SECTION 6.6.3. The representations and warranties of the Companies Borrowers contained in Section 4 and Exhibit A-1 and in the other Loan Papers are true Documents must be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance. Requesting an Advance shall be an affirmation of all of the representations, warranties and Schedules contained in or related to this Agreement, as true and correct unless the Requesting Borrower submits modified Schedules to this Agreement to the Lender with such Advance Request. SECTION 6.6.4. There shall not have been any material adverse change in the financial condition, business, affairs of the Borrowers, CCG or CHC since the date of this Agreement which in the Lender’s good faith judgment may jeopardize in a material manner the ability of the Borrowers to perform fully their obligations under each applicable Loan or issuance of the applicable L/C. Document. SECTION 6.6.5. Notwithstanding anything contained in this Agreement to the contrary set forth in this Section 7.2contrary, Lenders will (i) if Xxxxxx Xxx suffers a Rating Downgrade, during such time as Xxxxxx Mae’s Standard & Poor’s or Moody’s senior unsecured rating is less than “A”, the Lender shall not be obligated to honor any Loan Notice make Advances to the Borrowers the proceeds of which will be used by the Borrowers to fund DUS Program Loans; (including ii) if the United States suffers a Loan Notice converting Revolver Loans that are Base Rate Loans Rating Downgrade, during such time as the United States Standard & Poor’s or Moody’s Local Long Term rating is less than “A”, the Lender shall not be obligated to Revolver Loans that are LIBOR make Advances to the Borrowers the proceeds of which will be used by the Borrowers to fund FHA Construction Mortgage Loans or continuing Revolver Loans that are LIBOR FHA Permanent Mortgage Loans; or (iii) if Xxxxxxx Mac suffers a Rating Downgrade, during such time as Xxxxxxx Mac’s Standard & Poor’s or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect Moody’s senior unsecured rating is less than “A”, the Lender shall not be obligated to make Advances to the proposed fundingBorrowers the proceeds of which will be used by the Borrowers to fund Xxxxxxx Mac Program Loans; provided, conversionhowever, that during such time as a Rating Downgrade has occurred and is continuing, the Lender may make such Advances to the Borrowers in their sole and absolute discretion. The making of one or continuation more Advances by any Lender during the existence of a Rating Downgrade shall not obligate any other Lender to make Advances during the existence of a Rating Downgrade. SECTION 6.6.6. The Lender shall not be required to make more than fifteen (15) Advances in any calendar month. SECTION 6.6.7. The Lender shall have received and approved such Loans or issuance of L/Csother documents, and certificates as the Lender reasonably may request, in form and substance reasonably satisfactory to the Lender.

Each Advance. The obligation of each Lender Lenders shall not be required to make any Loan Advance (other than a conversion of Loans an Advance that, after giving effect thereto and to the other Type or a continuation application of Revolver Loans as LIBOR Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in proceeds thereof, does not increase the case aggregate amount of a Swing Line Loanoutstanding Advances), a Swing Line Loan Notice) or unless on the applicable L/C Issuer shall have timely received the applicable L/C Agreement; Borrowing Date: (bi) the applicable L/C Issuer shall have received any applicable L/C fee; There exists no Default or Unmatured Default. (cii) all of the The representations and warranties of the Companies contained in the Loan Papers Article V are true and correct in all material respects as of such Borrowing Date except to the extent (unless they speak A) any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date or (B) the Borrower has advised the Agent in writing in detail of any change in circumstances that causes a specified modification to any such representation and warranty to be needed to make such representation and warranty true and correct in all material respects and the Required Lenders have, in their sole discretion, acknowledged and accepted in writing the existence of such change in circumstances and the nature of such modification. (iii) All legal matters incident to the making of such Advance shall be satisfactory to the Lenders and their counsel. (iv) The aggregate principal balance of all loans sold to Greenwich Capital by the Borrower under the MLPSA (excluding all loans resold or transferred by Greenwich Capital pursuant to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); "Purchaser Disposition" (das defined in the MLPSA) no Material Adverse Event, Default or Potential Default exists or would result from prior to the proposed funding applicable Borrowing Date) shall not be less than 2.5 times the aggregate principal balance of the Eligible Collateral as of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Lawdate. Upon Administrative Agent’s reasonable request, The Borrower shall deliver provide to Administrative the Agent evidence substantiating any written confirmation from Greenwich Capital of the matters in the Loan Papers that are necessary such Greenwich Capital loan balance as a condition to enable Borrower to qualify for the Loans or L/Cseach such Advance. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance such Advance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be constitute a representation and warranty that by the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Borrower that, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed fundingamount of the Advance being requested, conversion(a) the conditions contained in Sections 4.2(i), (ii) and (iii) have been satisfied, (b) the Borrower has provided the Collateral Agent with the true and correct information necessary to calculate the Collateral Value for all Eligible Collateral, (c) the then current Borrowing Base is equal to or continuation greater than the Coverage Requirement and (d) no Lending Sublimit has been exceeded. Any Lender may require a duly completed compliance certificate in substantially the form of such Loans or issuance of L/CsExhibit "F" hereto as a condition to making an Advance.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent In connection with an Advance, the Company shall have timely received a Loan Notice (or in delivered to the case of a Swing Line Loan, a Swing Line Loan Notice) Lender the Advance Request or the applicable L/C Issuer Electronic Request, Collateral Documents, and documents required under and shall have timely received satisfied the applicable L/C Agreement; procedures set forth in Section 2.2 and Exhibit C, according to the type of Collateral to be financed through the requested Advance. All items delivered to the Lender or its designee shall be satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement or of any related Purchase Commitment. (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Lender in the Collateral under the Uniform Commercial Code of Texas or other applicable L/C fee; law. (c) all of the The representations and warranties of the Companies Company contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of the applicable Loan or issuance each Advance. (d) The Company shall have performed all agreements to be performed by it hereunder and, as of the applicable L/C. Notwithstanding anything to date of the contrary set forth in this Section 7.2Advance Request, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (e) The Company shall not have incurred any material liabilities, direct or continuation contingent, except as approved by Lender pursuant to Section 7.17, since the dates of the Company's most recent financial statements theretofore delivered to the Lender. (f) The Lender shall have received from counsel for the Company, if requested by the Lender in its sole discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the date of such Loans Advance, covering such of the matters as the Lender may reasonably request. (g) Such additional documents, instruments, and information as Lender or issuance its legal counsel may require. Acceptance of L/Csthe proceeds of the requested Advance by the Company shall be deemed a representation by the Company that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation of each Lender the Lenders to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions precedent: prior to the requested Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance: (a) Administrative In connection with an Advance, the Borrower shall have delivered to the Agent the Advance Request, and the Collateral Documents, called for under, and shall have satisfied the procedures set forth in, Section 2.2 hereof and the applicable Exhibit C hereto described in that Section, according to the type of the requested Advance. All items delivered to the Agent shall be satisfactory to the Agent, in form and content, and the Agent may reject such of them as do not meet the requirements of this Agreement or of the related Purchase Commitment. (b) The Agent shall have timely received a Loan Notice (evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Agent in the case Collateral under the Uniform Commercial Code of a Swing Line Loan, a Swing Line Loan Notice) New York or the other applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; law. (c) all of the The representations and warranties of the Companies Borrower contained in the Loan Papers are true Article 5 hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance (except to the applicable extent of changes resulting from transactions contemplated and permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or issuance in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date, and, unless Agent and each of the applicable L/C. Notwithstanding anything Lenders is notified to the contrary set forth in this Section 7.2prior to the disbursement of the requested Advance). (d) The Borrower shall have performed all agreements to be performed by it hereunder, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result without limitation, the payment of all fees when due hereunder, and, as of the date of the Advance Request, and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (e) No change shall have occurred in any Legal Requirement that in the reasonable opinion of any Lender would make it illegal for such Lender to make such Advance, and each Lender shall have received such statements in substance and form reasonably satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System. (f) No Material Adverse Change shall have occurred since the date of this Agreement. Acceptance of the proceeds of the requested Advance by the Borrower shall be deemed a representation by the Borrower that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance. Notwithstanding the foregoing, or continuation anything herein to the contrary, the Lenders shall have no obligation to make any Advances under this Agreement if, at any time, there shall have occurred any change in the ownership of such Loans or issuance the capital stock of L/CsCenterline Servicing, Inc., a Delaware corporation, from that existing on the date hereof, unless and until the Agent, in its sole direction, approves of any third-party servicer retained by CMC.

Each Advance. The obligation effectiveness of this Agreement, including Administrative Agent’s and any Lender’s making of the initial and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) subsequent Warehousing Advance, is subject to the satisfaction, as determined in the discretion of Administrative Agent, as of the date of each Warehousing Advance, of the following additional conditions precedent: : (a) Borrower must have delivered to Administrative Agent shall the Approval Request, together with any and all information underlying or supporting the calculations set forth therein, the Warehousing Advance Request, the Credit Underwriting Documents, and the Collateral Documents required by, and must have timely received a Loan Notice (or satisfied the procedures set forth in, Article 2 and the Exhibits described in that Article. All items delivered to Administrative Agent must be satisfactory to Administrative Agent in form and content, and Administrative Agent may reject any item that does not satisfy the case requirements of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C this Agreement; . (b) Borrower must have deposited sufficient funds into the applicable L/C Issuer shall have received any applicable L/C fee; Funding Account such that the funds from the Funding Account, together with the requested Warehousing Advance, will enable Borrower to fund in its entirety the underlying Mortgage Loan(s). (c) Administrative Agent must have received evidence satisfactory to it as to the due filing and recording or continuation in all appropriate offices of all financing statements and other instruments, as well as such other matters or items as may be necessary to perfect the security interest of Administrative Agent in the Collateral under the Uniform Commercial Code or other applicable law. (d) The representations and warranties of the Companies Borrower contained in the Loan Papers are true Article 6 and correct Article 10 must be accurate and complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Warehousing Advance (except for those which expressly relate to an earlier date, which shall be true and correct as of such earlier date). (e) Borrower must have performed all agreements to be performed by it under this Agreement and the other Loan Documents, the Loan Documents shall be satisfactory in substance and in form to Administrative Agent, Administrative Agent shall have received all information and such counterpart originals or certified or other copies of such documents as Administrative Agent may reasonably request, and after giving effect to the requested Warehousing Advance, no Event of Default will exist under this Agreement which has not been waived in writing by the Administrative Agent. (f) Guarantor must have performed all agreements to be performed by the Guarantor under the Loan Documents. (g) There shall not have been any material adverse change in the financial condition, business, operations, or assets of Borrower or Guarantor since the date of this Agreement which, in Administrative Agent’s good faith judgment, may jeopardize the ability of Borrower and Guarantor to perform fully their respective obligations under each applicable Loan or issuance Document. (h) Administrative Agent shall have received and approved such other documents and certificates as Administrative Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent. Delivery of the applicable L/C. Notwithstanding anything to the contrary a Warehousing Advance Request by Borrower will be deemed a representation by Borrower that all conditions set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to 5.2 have been satisfied as of the proposed funding, conversion, or continuation date of such Loans or issuance of L/Csthe Warehousing Advance.

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Company shall have delivered to the Agent a Request for Borrowing and, if the Borrowing Base is insufficient to support all or part of the requested Borrowing, the Company shall have delivered (i) to the Agent and the Custodian a Submission List and (ii) (except for Wet Warehouse Advances) to the Custodian the Basic Papers, for any new Collateral required to cause the Borrowing Base to at least equal the outstanding Borrowings after giving effect to the requested Borrowing. (b) Unless the requested Advance is comprised only of a Wet Warehousing Advance, the Custodian shall have issued its Custodian’s Certification (as defined in the Custody Agreement) relating to the Collateral currently in the Borrowing Base (and the Agent agrees not to unreasonably withhold or delay issuing any such Custodian’s Certification). (c) If the Company has begun registering Pledged Loans with MERS, the Company shall have delivered to the Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Company, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (d) The Agent shall have timely received a Loan Notice evidence reasonably satisfactory to it (or i) as to the due filing and recording in the case all appropriate offices of all financing statements, (ii) if there is any Collateral that is of a Swing Line Loantype that requires the Agent’s interest to be noted by book entry, a Swing Line Loan Noticethat such book entry has been duly made and (iii) or if there is any Collateral that is “investment property” under the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all UCC of the State of New York or other applicable Law, that such instruments as are necessary to give the Agent “control” of such Collateral have been duly executed by the Company and the relevant securities intermediary. (e) The representations and warranties of the Companies Company contained in the Loan Papers are Section 8 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (f) The Company shall have performed all agreements to be performed by it under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (g) The Company shall not have incurred any material liabilities, direct or continuation contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements since the dates of the Company’s Financial Statements most recently theretofore delivered to the Agent and distributed to the Lenders. (h) The Agent shall have received from counsel for the Company, if requested by the Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance of L/CsAdvance, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 7.1(a)(13) as the Agent may reasonably request. (i) The Company shall have paid the Facility Fee and Agent’s Fee (if any) then due and payable in accordance with Sections 5.7 and 5.8 and the Custodian’s fee pursuant to the Custody Agreement. (j) The Agent shall have received such other documents, if any, as shall be specified by the Agent.

Each Advance. The Lenders’ obligation of each Lender to make any Loan (other than a conversion of Loans each Warehousing Advance, RFC’s and WaMu’s obligation to the other Type or a continuation of Revolver Loans as LIBOR Loans) make each RFC/WaMu Advance and RFC’s obligation to make each RFC Direct Advance is subject to the satisfaction, in the sole discretion of Credit Agent, as of the date of each Advance, of the following additional conditions precedent: : (a) Administrative Borrowers must have delivered to Credit Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall Warehousing Advance Request and Collateral Documents required by, and must have timely received satisfied the procedures and substantive requirements set forth in, Article 2 and the Exhibits described in that Article. All items delivered to Credit Agent must be satisfactory to Credit Agent in form and content, and Credit Agent may reject any item that does not satisfy the requirements of this Agreement or any applicable L/C Agreement; Purchase Commitment. (b) the applicable L/C Issuer shall Credit Agent must have received evidence satisfactory to it confirming the making or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments necessary to perfect the security interest of Credit Agent in the Collateral under the Uniform Commercial Code or other applicable L/C fee; law. (c) all The representations and warranties of Borrowers contained in Article 6 and Article 9 and the representations and warranties of Lennar under the Companies in the Loan Papers are true Lennar Undertaking must be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of the applicable Loan or issuance each Advance. (d) Borrowers must have performed all agreements to be performed by each of the applicable L/C. Notwithstanding anything them under this Agreement, and after giving effect to the contrary requested Advance, no Default or Event of Default will exist under this Agreement. (e) After giving effect to the requested Advance, the Advances outstanding under this Agreement will not exceed the lesser of (i) the Warehousing Credit Limit or (ii) the Aggregate Warehousing Collateral Value. 5.2 (f) Lennar must have performed all agreements to be performed by it under the Lennar Undertaking. Delivery of a Warehousing Advance Request by a Borrower will be deemed a representation by Borrowers that all conditions set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to have been satisfied as of the proposed funding, conversion, or continuation date of such Loans or issuance of L/Csthe Advance.

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Companies shall have delivered to the Agent a Request for Borrowing and, if any relevant Borrowing Base is insufficient to support all or part of the requested Borrowing, shall have delivered to the Agent and to the Custodian one or more Submission Lists appropriate to the Collateral Categories of the new Collateral and (except for Wet Warehousing Advances) to the Custodian the Basic Papers for any new Single-family Collateral required to cause the relevant Borrowing Base(s) to at least equal the related Subline's (Sublines') outstanding Borrowings after giving effect to the requested Borrowing. (b) If the Request for Borrowing includes submission of any Dry Loans as new Collateral, the Custodian shall have received the Basic Papers for all such Dry Loans. (c) Unless the requested Borrowing is only a Wet Warehousing Borrowing, the Custodian shall have issued its Custodian's Certification relating to the Collateral comprising the Borrowing Base(s) for the Borrowing. (d) The Agent shall have timely received a Loan Notice evidence reasonably satisfactory to it (i) as to the due filing and recording in all appropriate offices of all financing statements, and of all other instruments (if any), as may be necessary to perfect or continue perfection of the Agent's security interest in the case Collateral, (ii) if there is any Collateral that is of a Swing Line Loantype that requires the Agent's interest to be noted by book entry, a Swing Line Loan Noticethat such book entry has been duly made and (iii) or if there is any Collateral that is "investment property" under the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all UCC of the State of Texas or other applicable Law, that such instruments as are necessary to give the Agent "control" of such Collateral have been duly executed by the Companies and the relevant securities intermediary. (e) The representations and warranties of the Companies contained in the Loan Papers are Section 9 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Borrowing unless specifically stated to relate to an earlier date. (f) Each Company shall have each performed all agreements to be performed by it under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result as well as under all Purchase Commitments, and after giving effect to the proposed fundingrequested Borrowing, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (g) The Companies shall not have incurred any material liabilities, direct or continuation contingent, other than in the ordinary course of their business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements since the dates of the Companies' Financial Statements most recently theretofore delivered to the Agent and distributed to the Lenders. (h) The Agent shall have received from counsel for the Companies and the Parent, if reasonably requested by all of the Lenders, an updated favorable opinion or opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance Borrowing, covering and updating such matters that were originally addressed in the opinion issued pursuant to Section 8.1(a)(12) of L/Csthe 12/00 Credit Agreement as the Agent may request. (i) The Companies shall have paid the Facilities Fee then due and payable in accordance with Section 6.6 and the Custodian's fee pursuant to the Custody Agreement.

Each Advance. The obligation of each Lender Lenders shall not be required to make any Loan Advance (other than a conversion of Loans an Advance that, after giving effect thereto and to the other Type application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), and no Issuing Bank shall be required to issue, amend or extend a continuation Facility Letter of Revolver Loans as LIBOR LoansCredit unless on the applicable Borrowing Date or Issuance Date: (i) is subject to There exists no Default or Unmatured Default, except for (A) Unmatured Defaults that will be cured, and that the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in Borrower certifies will be cured, by the case use of a Swing Line Loan, a Swing Line Loan Notice) the proceeds of such Advance or the applicable L/C Issuer shall issuance, amendment or extension of such Facility Letter of Credit or (B) Unmatured Defaults (other than the failure to pay any Obligation hereunder) that are not reasonably likely to have timely received a Material Adverse Effect and that the applicable L/C Agreement; Borrower certifies that it reasonably expects to cure before the date on which the same becomes a Default. (bii) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies contained in the Loan Papers Article VI are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding as of such Loans Borrowing Date or issuance Issuance Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of L/Cs; and such earlier date. (eiii) All legal matters incident to the funding making of such Advance or issuance, amendment or extension of such Facility Letter of Credit shall be satisfactory to the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters and its counsel and, in the Loan Papers that are necessary to enable Borrower to qualify for case of a Facility Letter of Credit, the Loans or L/CsIssuing Bank and its counsel. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementRatable Borrowing Notice, Competitive Bid Borrowing Notice and time is of the essence Swing Line Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Noticesuch Advance, and each L/C Agreement submitted by Borrower Facility Letter of Credit Notice with respect to the issuance, amendment or extension of each such Facility Letter of Credit, shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 5.2(i) and (ii) have been satisfied on and satisfied. The Administrative Agent or an Issuing Bank may require a duly completed compliance certificate in substantially the form of Exhibit K (but without any requirement for updating the calculations of compliance with financial covenants) as a condition to making an Advance or the issuance, amendment or extension of the date a Facility Letter of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/CsCredit.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial Debenture Advance and each subsequent Debenture Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Debenture Advance, of the following conditions precedent: : (a) Administrative Agent The Borrower shall have timely received a Loan Notice (or in delivered to the case of a Swing Line LoanLender the Debenture Advance Request, a Swing Line Loan Noticeany Milestone Compliance Certificate required by Section 2.6(d) or the applicable L/C Issuer hereof, and shall have timely received satisfied the applicable L/C procedures set forth in Section 2.2 hereof. All items delivered to the Lender shall be satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement; . (b) the applicable L/C Issuer The Lender shall have received evidence satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements as may be necessary to perfect the security interest in the Collateral under the Uniform Commercial Code or other applicable L/C fee; law. (c) all of the No amortization event under Section 2.6 hereof shall have occurred. (d) The representations and warranties of the Companies Borrower contained in the Loan Papers are true Article V hereof shall be accurate and correct complete in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of the applicable Loan or issuance initial Debenture Advance, and the representations and warranties of the applicable L/C. Notwithstanding anything Borrower contained in Article V hereof (other than Section 5.5 thereof) shall be accurate and complete in all material respects as if made on and as of the date of each subsequent Debenture Advance. (e) The Borrower shall have performed all agreements to be performed by it hereunder, under the Debenture, and under the other Convertible Debt Documents and, after giving effect to the contrary requested Debenture Advance, there shall exist no Default or Event of Default hereunder. (f) The Borrower shall have not incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, since the Statement Date. (g) The Lender shall have received from counsel to the Borrower, if requested by the Lender in its sole discretion, an updated opinion in form and content satisfactory to the Lender, addressed to the Lender and dated as of the date of the Debenture Advance, covering such matters as the Lender may reasonably request. (h) For Debenture Advances other than the initial Debenture Advance to be made on the Closing Date, the Lender shall have received evidence satisfactory to it that the Borrower had positive cumulative net income, determined on a consolidated basis in accordance with GAAP, for the six most recently completed months; provided, however, that for Debenture Advance Requests submitted prior to July 1, 1999, the Lender shall have received evidence satisfactory to it that the Borrower had positive cumulative net income, determined on a consolidated basis in accordance with GAAP, for the period from January 1, 1999 through the last day of the most recently completed month. Delivery of a Debenture Advance Request by the Borrower shall be deemed a representation by the Borrower that all conditions set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to 4.2 shall have been satisfied as of the proposed funding, conversion, or continuation date of such Loans or issuance of L/CsDebenture Advance.

Each Advance. The obligation of each the Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) initial and ------------ each subsequent Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative Agent In connection with an Advance, the Company shall have timely received a Loan Notice (or in delivered to the case of a Swing Line LoanLender the Request for Advance, a Swing Line Loan Notice) or the applicable L/C Issuer and documents required under, and shall have timely received satisfied the applicable L/C procedures set forth in, Section 2.2 and Exhibit ------- "A". All items delivered to the Lender or its designee shall be reasonably --- satisfactory to the Lender in form and content, and the Lender may reject such of them as do not meet the requirements of this Agreement; . (b) If all or a portion of a requested Advance is to be used by the applicable L/C Issuer Company to fund a Construction Loan Advance under a Construction Facility to a builder not previously approved by Lender (an "Additional Builder"), then as a condition precedent to Lender's obligation to fund the portion of the Advance relating to such Additional Builder, the Company must (i) furnish to Lender a copy of the Construction Loan Agreement and the original Construction Note endorsed as provided in Exhibit "A" I., together ----------- with copies of any other Construction Loan Documents executed contemporaneously with the Construction Loan Agreement as provided in Exhibit "A" I., and (ii) give Lender no fewer than five (5) Business Days ----------- advance written notice that the Company intends to request an Advance with respect to each Additional Builder. In the event such five (5) day period shall have received any applicable L/C fee; elapse without receipt of notice of disapproval from Lender, such Additional Builder shall be deemed to be an approved Builder. (c) Lender shall not be obligated to disburse any Advance unless all of the representations and warranties of the Companies statements made in the Loan Papers applicable Request for Advance are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the requested Advance, before and after giving effect thereto and to the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will proceeds therefrom. (d) Lender shall not be obligated to honor fund all or any portion of any Advance to be used to fund any Residential Construction Loan, Residential A&D Loan, Consumer Construction Loan, or Consumer Lot Loan Notice unless such Residential Construction Loan, Residential A&D Loan, Consumer Construction Loan, or Consumer Lot Loan is an Eligible Construction Loan. (e) The Lender shall have received evidence reasonably satisfactory to it as to the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the security interest of the Lender in the Collateral under the Uniform Commercial Code of Texas or other applicable law. (f) The representations and warranties of the Company contained in Article 5 hereof shall be accurate and complete in all material respects as if made on and as of the date of each Advance. (g) The Company shall have performed all agreements to be performed by it hereunder, including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result without limitation, the payment of all Commitment Fees and Non-Usage Fees when due hereunder, and, as of the date of the requested Advance, and after giving effect to the proposed fundingrequested Advance, conversionthere shall exist no Default or Event of Default hereunder. (h) The Lender shall have received from counsel for the Company, or continuation if reasonably requested by the Lender in its reasonable discretion, an updated opinion, in form and substance satisfactory to the Lender, addressed to the Lender and dated as of the date of such Loans Advance, covering such of the matters as the Lender may reasonably request. (i) Such additional documents, instruments, and information as Lender or issuance its legal counsel may require. Acceptance of L/Csthe proceeds of the requested Advance by the Company shall be deemed a representation by the Company that all conditions set forth in this Article 4 shall have been satisfied as of the date of such Advance.

Each Advance. The obligation obligations of the Lenders to fund their respective Funding Shares of the initial Advance and each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans) is subsequent Advance under this Agreement are also subject to the satisfaction, in the sole discretion of the Agent, as of the date of each such Advance, of the following additional conditions precedent: : (a) Administrative The Company shall have delivered to the Agent a Request for Borrowing and (if any relevant Borrowing Base is insufficient to support all or part of the Advance) shall have delivered to the Agent one or more Submission List(s) and to the Custodian (except for Wet Warehouse Advances) a copy of the relevant Submission List(s) together with the Basic Papers for any Debt Collateral required to cause any relevant Borrowing Base to at least equal its related Subline's outstanding Advances after giving effect to the requested Advance. (b) Unless the requested Advance is comprised only of a Wet Warehousing Advance, the Custodian shall have issued its Custodian's Certification relating to the Collateral comprising the Borrowing Base(s) for the Advance (and the Agent agrees not to unreasonably withhold or delay issuing any such Custodian's Certification). (c) The Agent shall have timely received a Loan Notice (evidence reasonably satisfactory to it as to the making and/or continuation of any book entry or the due filing and recording in all appropriate offices of all financing statements and other instruments as may be necessary to perfect the Agent's security interest in the case Collateral and give the Agent "control" of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all such of the Collateral as shall be "investment property" under the UCC of the State of Texas or other applicable law. (d) The representations and warranties of the Companies Company contained in the Loan Papers are SECTION 8 shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Revolver Loans as LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied if made on and as of the date of each Advance unless specifically stated to relate to an earlier date. (e) The Company shall have performed all agreements to be performed by it under this Agreement, the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2Custody Agreement and all other Facilities Papers, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Revolver Loans that are Base Rate Loans to Revolver Loans that are LIBOR Loans or continuing Revolver Loans that are LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result as well as under all Purchase Commitments, and after giving effect to the proposed fundingrequested Advance, conversionno Default or Event of Default will exist under this Agreement or any of the other Facilities Papers. (f) The Agent shall have received from counsel for the Company, if reasonably requested by all of the Lenders, an updated favorable opinion or continuation opinions, in form and substance satisfactory to the Agent addressed to the Lenders and/or the Agent (whichever the Agent shall specify) and dated as of the date of such Loans or issuance of L/CsAdvance, covering and updating such matters that were originally addressed in the opinion issued pursuant to SECTION 7.1(A)(8) as the Agent may request. (g) The Company shall have paid the Commitment Fee and Agent's Fee then due and payable in accordance with SECTIONS 5.6 and 5.7 and the Custodian's fee pursuant to the Custody Agreement.