Common use of Initial Advance Clause in Contracts

Initial Advance. The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, duly executed by the Borrowers. (2) Each Borrower’s organizational documents, certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&D, dated within thirty (30) days of the date of this Agreement. (4) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a party. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Credit Agent. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. The effectiveness of this Agreement Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, Agreement duly executed by the BorrowersBorrower. (2) Each Borrower’s organizational documentsarticles or certificate of incorporation, together with all amendments, as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DDelaware, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within thirty (30) 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (43) Such certificates A resolution of resolutions or other actionthe board of directors of Borrower authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to which such be delivered by Borrower is a party under this Agreement. (4) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the officers of Borrower executing this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit AgentLender or as permitted under this Agreement. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders Lender of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10b) Copies If, as of such documentation concerning Borrower’s status the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its directors, officers, shareholders or Affiliates, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as a DUS lender as Credit Agent shall request, including any amendments to of the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to date of the Existing AgreementWarehousing Advance. (11c) Copies Borrower must not have incurred any material liabilities, direct or contingent, other than in the ordinary course of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicerits business, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to since the Existing AgreementAudited Statement Date. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. The effectiveness of this Agreement Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1) The Fee LettersWarehousing Note, the Warehousing Notes respectively payable to each Lender, Sublimit Note and this Agreement, Agreement duly executed by the BorrowersBorrower. (2) Each Borrower’s organizational documentsarticles or certificate of incorporation, together with all amendments, as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DDelaware, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within thirty (30) 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (43) Such certificates A resolution of resolutions or other actionthe board of directors of Borrower authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to which such be delivered by Borrower is a party under this Agreement. (4) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the officers of Borrower executing this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request. (7) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit AgentLender or as permitted under this Agreement. (7) 8) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) 9) Receipt by Credit Agent and Lenders Lender of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. The effectiveness of this Agreement Lenders’ obligation to make Warehousing Advances, RFC’s and WaMu’s obligation to make RFC/WaMu Advances and RFC’s obligation to make RFC Direct Advances, is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, Agreement duly executed by the Borrowers. (2) Each Borrower’s organizational documentsThe Lennar Undertaking, certified as true and complete on the form prescribed by an appropriate officer or other PersonCredit Agent, duly executed by Lennar. (3) A certificate of UAMCLLC stating that there has been no change in either UAMCLLC ‘s articles of organization or operating agreement since those delivered in connection with the Existing Agreement. (4) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&D, dated within thirty (30) 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (45) Such certificates A resolution, consent or approval of resolutions or other actionall of the members of UAMCLLC authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Advance Request and all other agreements, instruments or documents to which such Borrower is a party be delivered by UAMCLLC under this Agreement. (6) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the managers of UAMCLLC executing this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (57) Assumed Name Certificates dated within 30 60 days of the date of this Agreement for any assumed name used by Borrower UAMCLLC in the conduct of its business. (68) A certificate of EHMI stating that there has been no change in either EHMI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (9) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement. (11) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents. (12) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business. (13) A certificate of AFSI stating that there has been no change in either AFSI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (14) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that AFSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents. (17) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business. (18) A certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (19) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (20) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement. (21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents. (22) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business. (23) A certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (24) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMC Asset is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (25) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement. (26) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents. (27) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business. (28) A certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, (29) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Lennar is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (30) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement. (31) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (32) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the option of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement, covering such matters as Lenders may reasonably request. (33) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (34) Copies of the certificates, documents or other written instruments that evidence Borrowers’ eligibility described in Section 9.1, all in form and substance satisfactory to Credit Agent. (735) Copies of each Borrower’s Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such each Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) 36) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, Credit Agent and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form and substance satisfactory to Credit Agreement. (37) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (1038) Copies of such documentation concerning Borrower’s status as a DUS lender as An executed Electronic Tracking Agreement among Borrowers, Credit Agent shall requestand Mortgage Electronic Registration Systems, including any amendments Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to authority to, among other things, withdraw Mortgages from the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicerMERS system, if applicableeither the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to or the Existing AgreementMortgage Loan has not yet been registered on the MERS system. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. The effectiveness of this Agreement Lenders’ obligation to make Warehousing Advances is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, Agreement duly executed by the Borrowers. (2) Each Borrower’s organizational documentsThe Lennar Undertaking, certified as true and complete on the form prescribed by an appropriate officer or other PersonCredit Agent, duly executed by Lennar. (3) A certificate of UAMCLLC stating that there has been no change in either UAMCLLC ‘s articles of organization or operating agreement since those delivered in connection with the Existing Agreement. (4) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&D, dated within thirty (30) 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (45) Such certificates A resolution, consent or approval of resolutions or other actionall of the members of UAMCLLC authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Advance Request and all other agreements, instruments or documents to which such Borrower is a party be delivered by UAMCLLC under this Agreement. (6) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the managers of UAMCLLC executing this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (57) Assumed Name Certificates dated within 30 60 days of the date of this Agreement for any assumed name used by Borrower UAMCLLC in the conduct of its business. (68) A certificate of EHMI stating that there has been no change in either EHMI’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (9) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement. (11) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents. (12) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business. (13) A certificate of EHMCA stating that there has been no change in either EHMCA’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (14) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMCA is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution of the board of directors of EHMCA authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMCA under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMCA executing this Agreement and the other Loan Documents. (17) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMCA in the conduct of its business. (18) A certificate of UAMCC stating that there has been no change in either UAMCC’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (19) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (20) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement. (21) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents. (22) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business. (23) A certificate of UAMC Asset stating that there has been no change in either UAMC Asset articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (24) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMC Asset is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (25) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement. (26) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents. (27) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business. (28) A certificate of UAMCP stating that there has been no change in either UAMCP’s articles of incorporation or bylaws since those delivered in connection with the Existing Agreement. (29) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that UAMCP is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (30) A resolution of the board of directors of UAMCP authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCP under this Agreement. (31) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCP executing this Agreement and the other Loan Documents. (32) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by UAMCP in the conduct of its business. (33) A certificate of EHMLLC stating that there has been no change in either EHMLLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement. (34) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that EHMLLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (35) A resolution, consent or approval of all of the members of EHMLLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMLLC under this Agreement. (36) A certificate as to the incumbency and authenticity of the signatures of the managers of EHMLLC executing this Agreement and the other Loan Documents. (37) Assumed Name Certificates dated within 60 days of the date of this Agreement for any assumed name used by EHMLLC in the conduct of its business. (38) A certificate of Lennar stating that there has been no change in either Lennar’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, (39) Certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Lennar is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (40) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement. (41) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (42) A favorable written opinion of counsel to Borrowers and Lennar (or of separate counsel at the option of Borrowers and Lennar), addressed to Lenders and dated as of the date of this Agreement, covering such matters as Lenders may reasonably request. (43) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (44) Copies of the certificates, documents or other written instruments that evidence Borrowers’ eligibility described in Section 9.1, all in form and substance satisfactory to Credit Agent. (745) Copies of each Borrower’s Borrowers’ errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such each Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) 46) An agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ Mae, Credit Agent and ▇▇▇▇▇▇ ▇▇▇ in which ▇▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by such Borrower to ▇▇▇▇▇▇ ▇▇▇ to the Cash Collateral Account, each in form and substance satisfactory to Credit Agreement. (47) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee LettersAgreement. (948) An opinion from counsel for each Borrower in form and substance satisfactory to executed Electronic Tracking Agreement among Borrowers, Credit Agent concerningand Mortgage Electronic Registration Systems, Inc. (“MERS”), and MERCORP, Inc., pursuant to which Credit Agent will have the authority to, among other matters things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrowers as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system. (ib) If, as of the legal existencedate of this Agreement, good standing and qualification any Borrower has any indebtedness for borrowed money to business any of its managers, members or Affiliates or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, which indebtedness, when added to all other such indebtedness of each Borrower, (ii) results in an aggregate amount of such indebtedness in excess of $35,000,000, the power Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and authority Credit Agent must have received an executed copy of each that Subordination of Debt Agreement, certified by the secretary of the respective Borrower to enter into be true and perform the Loan Documents to which it is a party, (iv) the authorization complete and in full force and effect as of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent date of the occurrence of any further conditions precedent to the closing of the credit facility established herebyAdvance.

Initial Advance. The effectiveness of this Agreement Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, Agreement duly executed by the BorrowersBorrower. (2) Each Borrower’s organizational documentsarticles or certificate of incorporation, together with all amendments, as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DCalifornia, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within thirty (30) 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (43) Such certificates A resolution of resolutions or other actionthe board of directors of Borrower authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to which such be delivered by Borrower is a party under this Agreement. (4) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the officers of Borrower executing this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit AgentLender or as permitted under this Agreement. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) One or more agreements among Borrower, Lender and F▇▇▇▇▇ M▇▇ in which F▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by Borrower to F▇▇▇▇▇ M▇▇ to the Cash Collateral Account, each in form and substance satisfactory to Lender. (9) Receipt by Credit Agent and Lenders Lender of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10b) Copies Borrower must not have incurred any material liabilities, direct or contingent, other than in the ordinary course of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall requestits business, including any amendments to since the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing AgreementAudited Statement Date. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. The effectiveness of this Agreement Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: 5.1 (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, Note and this Agreement, Agreement duly executed by the BorrowersBorrower. (2) Each Borrower’s organizational documentsarticles of organization or formation, together with all amendments, as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DMaryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within thirty (30) 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (43) Such certificates A resolution, consent or approval of resolutions or other actionall of the members of Borrower authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to which such be delivered by Borrower is a party under this Agreement. (4) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the managers of Borrower executing this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit AgentLender or as permitted under this Agreement. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Credit Agent and Lenders Lender of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. The effectiveness obligation of the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent: (a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion: (1) The Fee LettersNote and this Agreement duly executed by the Company. (2) The Company's articles or certificate of incorporation as certified by the Secretary of State of the Company's incorporation, bylaws certified by the Warehousing Notes respectively payable to each Lendercorporate secretary of the Company, or a Certificate of the Company stating that there has been no change in either the articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement and a certification from the Franchise Tax Board of the State of California stating that the Company is in good standing with the Franchise Tax Board. (3) A resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement. (4) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of April 30, 1999 and related statements of income, changes in stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender and containing a footnote concerning a subsequent cash equity investment of $6,000,000 or more. (6) Financial statements of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of May 31, 1999 and June 30, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with the Company's most recent audited financial statements. (7) The Guaranty, in the form attached hereto as EXHIBIT B, duly executed by the BorrowersGuarantor. (2) Each Borrower’s organizational documents, 8) Copies of the Guarantor's articles or certificate of incorporation as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&Dthe State of Guarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated within thirty (30) no less recently than 90 days of prior to the date of this Agreement. (49) Such certificates A resolution of resolutions the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other instruments or other action, incumbency certificates and/or other certificates of responsible officers of each Borrower as Credit Agent may require evidencing (A) documents to be delivered by the authority of each Borrower Guarantor pursuant to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a partyAgreement. (510) Assumed Name Certificates A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (11) Financial statements of the Guarantor containing a balance sheet as of April 30, 1999 and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, and containing a footnote concerning a subsequent cash equity investment of $13,000,000 or more. (12) Financial statements of the Guarantor containing a balance sheet as of May 31, 1999, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and reviewed by independent certified public accountants of recognized standing acceptable to the Lender. (13) A favorable written opinion of counsel to the Company and the Guarantor (or of separate counsel at the option of the Company and the Guarantor), dated within 30 days as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessEXHIBIT H attached hereto, addressed to the Lender. (614) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do the Company and the Guarantor, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agentthe Lender or as permitted hereunder. (715) Copies of each Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender. (16) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by such Borrower the Company as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) 17) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (18) Receipt by Credit Agent and Lenders the Lender of any fees due on the date of this Agreement pursuant to the Fee Lettershereof, including, but not limited to, Commitment Fees and document production fees. (919) An opinion from counsel for each Borrower in form Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business receipt of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this fully executed Funding Bank Agreement. (10b) Copies All directors, officers and shareholders of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and the Guarantor, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of $100,000 shall have subordinated such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments indebtedness to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to Obligations, by executing a Subordination of Debt Agreement, in the Existing Agreement. (11) Copies form of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller EXHIBIT F hereto; and servicer, if applicable, as Credit Agent the Lender shall request, including all amendments to have received an executed copy of any such documents entered into subsequent to Subordination of Debt Agreement, certified by the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent corporate secretary of the occurrence of any further conditions precedent Company to the closing be true and complete and in full force and effect as of the credit facility established herebydate of the Advance.

Initial Advance. The effectiveness of this Agreement Lender’s obligation to make the initial Warehousing Advance is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, Note and this Agreement, Agreement duly executed by the BorrowersBorrower. (2) Each BorrowerFirst NLC LLC’s organizational documentsarticles of organization, together with all amendments, as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DFlorida, First NLC LLC’s operating agreement, together with all amendments, certified by the corporate secretary or assistant secretary of First NLC LLC, or a certificate of First NLC LLC stating that there has been no change in either First NLC LLC’s articles of organization or operating agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated within thirty (30) 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that First NLC LLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (43) Such certificates A resolution of resolutions or other actionthe board of managers of First NLC LLC authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to which such Borrower is a party be delivered by First NLC LLC under this Agreement. (4) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the officers of First NLC LLC executing this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower First NLC LLC in the conduct of its business. (6) NLC, Inc.’s charter, together with all amendments, as certified by the Secretary of State of Tennessee, NLC, Inc.’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of NLC, Inc., or a certificate of NLC, Inc. stating that there has been no change in either NLC, Inc.’s charter or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution of the board of directors of NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by NLC, Inc. under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of NLC, Inc. executing this Agreement and the other Loan Documents. (9) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by NLC, Inc. in the conduct of its business. (10) First NLC, Inc.’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Minnesota, First NLC, Inc.’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of First NLC, Inc., and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that First NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of First NLC, Inc. authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by First NLC, Inc. under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of First NLC, Inc. executing this Agreement and the other Loan Documents. (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by First NLC, Inc. in the conduct of its business. (14) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit AgentLender or as permitted under this Agreement. (715) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) 16) Receipt by Credit Agent and Lenders Lender of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10b) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicableIf, as Credit Agent shall requestof the date of this Agreement, including all amendments Borrower has any indebtedness for borrowed money to any such documents entered into subsequent of its managers, members or Affiliates of any manager or member or any director, officer or shareholder of any manager or Affiliate of any manager or member, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the Existing form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement. (12) Such financial statements , certified by the manager of First NLC LLC or the corporate secretary of NLC, Inc. or the corporate secretary of First NLC, Inc. to be true and other information complete and in full force and effect as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing date of the credit facility established herebyWarehousing Advance.

Initial Advance. The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Credit Administrative Agent, of the following conditions precedent: (a5.1(a) Credit Administrative Agent must receive the following, all of which must be satisfactory in form and content to Credit Administrative Agent, in its sole discretion: (1i) The Fee LettersWarehousing Notes, the Warehousing Notes respectively payable to each Lender, this Agreement and this Agreementany other Loan Document, duly executed by the BorrowersBorrower and/or Parent, as applicable. (2ii) Each BorrowerLoan Party’s organizational documents, certified as true and complete by an appropriate officer or other Person. (3iii) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&Deach Loan Party, dated within thirty (30) days of the date of this Agreement. (4iv) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Borrower Loan Party as Credit Administrative Agent may require evidencing (A) the authority of each Borrower Loan Party to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Credit Administrative Agent. (7vi) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9vii) An opinion from counsel for each Borrower the Loan Parties in form and substance satisfactory to Credit Administrative Agent concerning, among other matters (i) the legal existence, good standing and qualification to do business of each BorrowerLoan Party, (ii) the power and authority of each Borrower Loan Party to enter into and perform the Loan Documents to which it is a partyDocuments, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower Loan Party to do so, (v) the enforceability of each BorrowerLoan Party’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit the Administrative Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ each Loan Party’s obligations under the Loan Documents Documents, under the Borrowers’ each Loan Party’s charter documents or under any material agreements or legal proceedings to which either of them it is a party or by which either of them it is bound, and (ix) such other matters as Credit Administrative Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. Such opinion shall be addressed to Administrative Agent and the Lenders and their permitted successors and assigns. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12viii) Such financial statements and other information as Credit Administrative Agent shall have reasonably requested. (13ix) Such other documents as Credit Administrative Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Administrative Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby. 5.1(b) Administrative Agent shall have filed Uniform Commercial Code financing statements in such jurisdictions as Administrative Agent shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document.

Initial Advance. The effectiveness obligation of Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, duly executed by the BorrowersBorrower. (2) Each Borrower’s organizational documentsThe Lennar Undertaking, certified as true and complete on the form prescribed by an appropriate officer or other PersonLender, duly executed by Lennar. (3) Certificates All certificates and instruments representing or evidencing the Pledged Shares, together with stock powers or other instruments of legal existence and good standing from the District assignment, duly completed in blank (4) UAMC's articles of Columbia for GPF and incorporation, together with all amendments, as certified by the Secretary of State of Delaware for W&DFlorida; UAMC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC; and certificates of good standing dated within thirty (30) 60 days of the date of this Agreement. (45) Such certificates A resolution of resolutions or other actionthe board of directors of UAMC authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Advance Request and all other agreements, instruments or documents to which such Borrower is a party be delivered by UAMC under this Agreement. (6) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the officers of UAMC executing this Agreement and the other Loan Documents Documents, and of the officers and employees of UAMC delivering each Advance Request and all other agreements, instruments or documents to which such Borrower is be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a partynew incumbency certificate has been furnished to Credit Agent). (57) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower UAMC in the conduct of its business. (68) EHMI's articles of incorporation, together with all amendments, as certified by the Secretary of State of Washington; EHMI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of EHMI; and certificates of good standing dated within 30 days of the date of this Agreement. (9) A resolution of the board of directors of EHMI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by EHMI under this Agreement. (10) A certificate as to the incumbency and authenticity of the signatures of the officers of EHMI executing this Agreement and the other Loan Documents, and of the officers and employees of EHMI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (11) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by EHMI in the conduct of its business. (12) AFSI's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; AFSI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AFSI; and certificates of good standing dated within 30 days of the date of this Agreement. (13) A resolution of the board of directors of AFSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by AFSI under this Agreement. (14) A certificate as to the incumbency and authenticity of the signatures of the officers of AFSI executing this Agreement and the other Loan Documents, and of the officers and employees of AFSI delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (15) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by AFSI in the conduct of its business. (16) UAMCC's articles of incorporation, together with all amendments, as certified by the Secretary of State of California; UAMCC's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMCC; and certificates of good standing dated within 30 days of the date of this Agreement. (17) A resolution of the board of directors of UAMCC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMCC under this Agreement. (18) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMCC executing this Agreement and the other Loan Documents, and of the officers and employees of UAMCC delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (19) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMCC in the conduct of its business. (20) UAMC Asset's articles of incorporation, together with all amendments, as certified by the Secretary of State of Nevada; UAMC Asset's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of UAMC Asset; and certificates of good standing dated within 30 days of the date of this Agreement. (21) A resolution of the board of directors of UAMC Asset authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Advance Request and all other agreements, instruments or documents to be delivered by UAMC Asset under this Agreement. (22) A certificate as to the incumbency and authenticity of the signatures of the officers of UAMC Asset executing this Agreement and the other Loan Documents, and of the officers and employees of UAMC Asset delivering each Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Credit Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (23) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by UAMC Asset in the conduct of its business. (24) Lennar's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Florida, bylaws certified by the corporate secretary of Lennar and certificates of good standing dated within 30 days of the date of this Agreement. (25) A resolution of the board of directors of Lennar, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of Lennar Undertaking, and all other agreements, instruments or documents to be delivered by Lennar under this Agreement. (26) A certificate as to the incumbency and authenticity of the signatures of the officers of Lennar executing Lennar Undertaking and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (27) Financial statements of Lennar containing a balance sheet as of November 30, 2000, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the that date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to Lender. (28) A favorable written opinion of counsel to each Borrower and Lennar, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (29) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (30) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent. (731) Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such each Borrower as of the date of this Agreement with the related provisions of Section 7.98.9. (8) 32) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent. (33) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (1034) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall requestAn agreement among each Borrower that is selling Loans to ▇▇▇▇▇▇ ▇▇▇, including any amendments Lender and ▇▇▇▇▇▇ Mae, pursuant to the W&D which ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject agrees to the Existing Agreement. (11) Copies send all cash proceeds of Mortgage Loans sold by such documentation concerning W&D’s status as a ▇Borrower to ▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent Mae to the Existing Cash Collateral Account. (35) An executed Funding Bank Agreement. (1236) Such financial statements and other information as An executed Electronic Tracking Agreement among Borrowers, Credit Agent shall and Mortgage Electronic Registration Systems, Inc. ("MERS"), and MERCORP, Inc., pursuant to which Credit Agent will have reasonably requestedthe authority to, among other things, withdraw Mortgages from the MERS system, if either the Mortgage Loan has been registered on the MERS system naming Borrower as servicer or subservicer, or the Mortgage Loan has not yet been registered on the MERS system. (13b) Such other documents If any Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness is in excess of $35,000,000, the Person to whom that Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent reasonably may requiremust have received an executed copy of that Subordination of Debt Agreement, duly executed and delivered, and evidence satisfactory to Credit Agent certified by the corporate secretary of the occurrence of any further conditions precedent respective Borrower to the closing be true and complete and in full force and effect as of the credit facility established herebydate of the Advance.

Initial Advance. The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1i) The Fee LettersWarehousing Note, this Agreement, the Warehousing Notes respectively payable to each Lender, Amended and this AgreementRestated Guaranty and any other Loan Document, duly executed by the BorrowersBorrower and/or Parent, as applicable. (2ii) Each BorrowerLoan Party’s organizational documents, certified as true and complete by an appropriate officer or other Person. (3iii) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&Deach Loan Party, dated within thirty (30) days of the date of this Agreement. (4iv) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each the Borrower and Guarantor as Credit Agent Lender may require evidencing (A) the authority of each Borrower entity to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Credit AgentLender. (7vi) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9vii) An opinion from counsel for each Borrower the Loan Parties in form and substance satisfactory to Credit Agent Lender concerning, among other matters (i) the legal existence, good standing and qualification to do business of each BorrowerLoan Party, (ii) the power and authority of each Borrower Loan Party to enter into and perform the Loan Documents to which it is a partyDocuments, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower Loan Party to do so, (v) the enforceability of each BorrowerLoan Party’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ each Loan Party’s obligations under the Loan Documents Documents, under the Borrowers’ each Loan Party’s charter documents or under any material agreements or legal proceedings to which either of them it is a party or by which either of them it is bound, and (ix) such other matters as Credit Agent Lender reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. Such opinion shall be addressed to Lender and its permitted successors and assigns. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12viii) Such financial statements and other information as Credit Agent Lender shall have reasonably requested. (13ix) Such other documents as Credit Agent Lender reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent Lender of the occurrence of any further conditions precedent to the closing of the credit facility established hereby. (b) Lender shall have filed Uniform Commercial Code financing statements in such jurisdictions as Lender shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document. (c) Borrower shall have (i) paid to Lender, as applicable, all amounts due as of the Closing Date, and (ii) paid or reimbursed Lender, as applicable, for all its attorneys’ fees and expenses incurred in connection with this Agreement and the other Loan Documents.

Initial Advance. The effectiveness obligation of this Agreement the Lenders to make the initial Advance is subject to the satisfaction, in receipt by the sole discretion of Credit Agent, Agent and the Lenders of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the other conditions precedentprovided in this Section 10(a), each of which shall be satisfactory to the Agent in form and substance: (ai) Credit Agent must receive the following, all A certificate of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, duly executed by the Borrowers. (2) Each Borrower’s organizational documents, certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&D, dated within thirty (30) days of the date of this Agreement. (4) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers an Assistant Secretary of each Borrower as Credit Agent may require evidencing Loan Party setting forth (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a party. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct resolutions of its business. (6) Uniform Commercial Code, tax lien and judgment searches board of the appropriate public records for each Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Credit Agent. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement directors with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant respect to the Fee Letters. (9) An opinion from counsel for each Borrower in form authorization of such Loan Party to execute and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform deliver the Loan Documents to which it is a partyparty and to enter into the transactions contemplated in those documents, (B) the officers of each Loan Party (1) who are authorized to sign the Loan Documents to which such Loan Party is a party and (2) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (C) specimen signatures of the authorized officers, and (D) the organization documents, and the certificate of formation of each Loan Party, certified as being true and complete. The Agent and the Lenders may conclusively rely on such certificate until the Agent receives notice in writing from the Borrower to the contrary. (ii) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of each Loan Party. (iii) [Intentionally deleted] (iv) the authorization of the individuals executing The Notes, duly completed and delivering Loan Documents on behalf of each Borrower to do so, executed. (v) the enforceability The Security Instruments or amendments thereto or ratifications thereof, including with respect to those described on Exhibit E, duly completed and executed in sufficient number of each Borrower’s obligations under counterparts for recording, if necessary. (vi) A certificate of insurance coverage of the Loan Parties evidencing that each Loan Party carries insurance in accordance with Section 9(r). (vii) The Agent shall have obtained appropriate UCC searches the result of which are satisfactory to the Agent. (viii) All consents in form and substance satisfactory to all Lenders and of all Persons required by the Lenders. (ix) The Agent shall have received, in form and substance satisfactory to the Agent, (A) the Eagle Ford Acquisition Documents, (viB) evidence that the absence of any pending or threatened material litigation against either BorrowerEagle Ford Acquisition will close concurrently with this Agreement, (viiC) title information as the validity Agent may reasonably require setting forth the status of title to the Oil and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations Gas Properties acquired under the Loan Eagle Ford Acquisition Documents and (D) a Mortgage covering the Oil and Gas Properties acquired under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this AgreementEagle Ford Acquisition Documents. (10x) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement.[Intentionally deleted] (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13xi) Such other documents as Credit Agent reasonably may requiredocuments, duly executed in form and delivered, and evidence substance satisfactory to Credit the Agent, as the Agent of the occurrence of or any further conditions precedent Lender or special counsel to the closing of the credit facility established herebyAgent may reasonably request.

Initial Advance. The effectiveness of this Agreement Agreement, including Lender's obligation to make the initial Structured Facility Advance, is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, Structured Facility Note and this Agreement, Agreement duly executed by the BorrowersBorrower. (2) Each Borrower’s organizational documents's certificate of Limited Partnership, together with all amendments, as certified by the Secretary of State of Delaware, Borrower's partnership agreement, together with all amendments, certified as true by the General Partner of Borrower, and complete by an appropriate officer certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other Personstate tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) Certificates A resolution, consent or approval of legal existence all of the partners of Borrower authorizing the execution, delivery and good standing from performance of this Agreement and the District other Loan Documents, each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of Columbia for GPF the signatures of the General Partner of Borrower executing this Agreement and the other Loan Documents, and of the employees of the General Partner delivering each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (5) The General Partner's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware for W&DDelaware, bylaws certified by the corporate secretary of the General Partner and certificates of good standing dated within thirty (30) 30 days of the date of this Agreement. (46) Such certificates A resolution of resolutions or other actionthe General Partner's board of directors, incumbency certificates and/or other certificates certified as of responsible officers the date of each Borrower as Credit Agent may require evidencing (A) the authority Agreement by its corporate secretary, authorizing the execution, delivery and performance of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Structured Facility Advance Request and all other agreements, instruments or documents to which such Borrower is a party be delivered under this Agreement. (7) Guarantor's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, bylaws certified by the corporate secretary of the Guarantor and certificates of good standing dated within 30 days of the date of this Agreement. (B) 8) A resolution of the identityGuarantor's board of directors, authority certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and capacity performance of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents Documents, each Structured Dated: 7/1/2003 Amended: 7/24/2003 Facility Advance Request and all other agreements, instruments or documents to which such Borrower is a partybe delivered under this Agreement. (59) Financial statements of the Guarantor (and the Guarantor's Subsidiaries, on a consolidated basis) containing a proforma balance sheet as of the Closing Date, all prepared in accordance with GAAP. (10) Opinion of counsel for Borrower and Guarantor, in form and substance satisfactory to Lender. (11) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (612) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit AgentLender or as permitted under this Agreement. (713) Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.97.8. (8) 14) A fully-executed Funding Bank Agreement and evidence that all accounts into which Structured Facility Advances will be funded have been established at the Funding Bank. (15) An executed Guaranty by the Guarantor. (16) Evidence that the private placement of Equity Interests in the Guarantor described in the Preliminary Offering Memorandum dated as of June 13, 2003 has been completed or will be completed simultaneously upon this Agreement becoming effective. (17) Receipt by Credit Agent and Lenders Lender of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10b) Copies If Borrower is indebted to any of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall requestits partners or Affiliates or any director, including officer or shareholder of any amendments partner or any Affiliate of any partner, or to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicableGuarantor, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence date of any further conditions precedent this Agreement, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the closing form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the General Partner of Borrower to be true and complete and in full force and effect as of the credit facility established herebydate of the Structured Facility Advance.

Initial Advance. The effectiveness Lenders shall not be required to make the initial Advance hereunder, and the Issuing Banks shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower has paid to Administrative Agent (a) the fees for the account of Lenders set forth in Arranger’s letter to Lenders dated February 3, 2006 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated February 3, 2006 (and accepted by Borrower on February 3, 2006) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent: (i) Subject to the provisions of the last paragraph of this Agreement is subject Section 5.1, copies of the articles or certificate of incorporation of Borrower, together with all amendments, and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation. (ii) Subject to the satisfactionprovisions of the last paragraph of this Section 5.1, copies of the articles or certificate of incorporation of each Guarantor that is a corporation, together with all amendments, certified by an authorized officer of such Guarantor and a certificate of good standing from the appropriate governmental officer in the jurisdiction of incorporation. (iii) Subject to the provisions of the last paragraph of this Section 5.1, copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation’s by-laws and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender), or, in the sole discretion case of each Guarantor that is not a corporation, other appropriate consents and approvals, authorizing the execution of the Loan Documents. (iv) Subject to the provisions of the last paragraph of this Section 5.1, for each Guarantor that is a limited liability company or limited partnership (A) a copy of the certificate or articles of formation or certificate of limited partnership (as applicable), certified by the appropriate officer of such Guarantor’s manager, managing member or general partner, (B) a certificate of good standing from the appropriate governmental officer in the jurisdiction of formation and (C) a copy, certified by the appropriate officer of such Guarantor or of such Guarantor’s manager, managing member or general partner, of such Guarantor’s operating agreement or limited partnership, as applicable. (v) Subject to the provisions of the last paragraph of this Section 5.1, incumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a Guarantor that is not a corporation, the appropriate officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the such corporation (or other applicable entity) authorized to sign the applicable Loan Documents and (if applicable) to make borrowings hereunder and to request, apply for and execute Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Lenders and the Issuing Banks shall be entitled to rely until informed of any change in writing by Borrower or the following conditions precedent:applicable Guarantor. (avi) Credit A written opinion of General Counsel of Borrower, addressed to Administrative Agent must receive and Lenders in substantially the following, all form of which must be satisfactory in form and content to Credit Agent, in its sole discretion:Exhibit E hereto. (1vii) Notes payable to the order of each of Lenders. (viii) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, Guaranty duly executed by the BorrowersGuarantors. (2ix) Each Borrower’s organizational documentsSuch written money transfer instructions, certified as true in form acceptable to Administrative Agent, addressed to Administrative Agent and complete signed by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DAuthorized Officer, dated within thirty (30) days of the date of this Agreement. (4) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Borrower as Credit Administrative Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a party. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Credit Agent. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13x) Evidence satisfactory to Administrative Agent of payment in full (which payment may be made from the proceeds of the initial Advance hereunder) of all principal sums outstanding under the Prior Credit Agreement, all accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Prior Credit Agreement. (xi) Any other information required by Section 326 of the USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower and Guarantors as is or may be required by Section 326 of the USA PATRIOT ACT. (xii) Such other documents as Credit Agent any Lender or Issuing Bank or their respective counsel may have reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent requested. In the case of the occurrence documents (other than good standing certificates and resolutions) provided for in subsections (i), (ii), (iii), (iv) and (v), Borrower may furnish, in lieu of any further conditions precedent the documentation specified in such subsections, a certificate or certificates of a secretary or assistant secretary or other applicable officer to the closing effect that the documents furnished pursuant to the Prior Credit Agreement remain in full force and effect and have not been amended or (if they have been amended) including copies of the credit facility established herebysuch amendments.

Initial Advance. The effectiveness obligation of the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agentthe Lender, on or before the date thereof of the following conditions precedent: (a) Credit Agent must receive The Lender shall have received the following, all of which must be satisfactory in form and content to Credit Agentthe Lender, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, Agreement duly executed by the Borrowers. (2) Each Borrower’s organizational documents, The Borrowers' articles of incorporation as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&Dand a copy of the Borrowers' bylaws certified by the corporate secretary of the Borrowers, or a Certificate of the Borrowers stating that there has been no change in either the articles of incorporation or bylaws since those most recently delivered in connection with the Existing Warehousing Agreement or the Existing Term Agreement, and certificates of good standing dated within thirty no less recently than ninety (3090) days of prior to the date of this Agreement. (3) Resolutions of the board of directors of the Borrowers, certified as of the date of this Agreement by their corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Borrowers pursuant to this Agreement. Washington/Hunt▇▇▇:▇/▇3/96 41 (4) Such certificates A certificate of resolutions or other action, the Borrowers' corporate secretary as to the incumbency certificates and/or other certificates and authenticity of responsible the signatures of the officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into Borrowers executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to which be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such Borrower is a party and (B) certificate has been furnished to the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a partyLender). (5) Assumed Name Certificates Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, and related statements of income, changes in stockholders' equity and cash flows for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender. (6) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of March 31, 1996, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with Washington's most recent audited financial statements. (7) A favorable written opinion of counsel to the Borrowers, dated within 30 days as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessExhibit H attached hereto, addressed to the Lender. (6) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for each Borrower that do the Borrowers, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Credit Agentthe Lender or as permitted hereunder. (79) An executed copy of the Berkshire Master Agreement. (10) Executed copies of the Berkshire Master Notes. (11) An executed copy of the FNMA Special Pool Purchase Contract related thereto. Washington/Hunt▇▇▇:▇/▇3/96 42 (12) An executed original of a bailee agreement with respect to the Berkshire Master Notes among Washington, the Lender and FNMA, in form and substance satisfaction to the Lender. (13) Copies of each Borrower’s the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender. (14) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by such Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) 15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (16) Receipt by Credit Agent and Lenders the Lender of any fees due on the date of this Agreement pursuant to the Fee Lettershereof, including, but not limited to, Commitment Fees and document production fees. (917) An opinion from counsel for each Borrower in form Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business receipt of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this fully executed Funding Bank Agreement. (10b) Copies All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments indebtedness to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to Obligations, by executing a Subordination of Debt Agreement, in the Existing Agreement. (11) Copies form of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller Exhibit F hereto; and servicer, if applicable, as Credit Agent the Lender shall request, including all amendments to have received an executed copy of any such documents entered into subsequent to Subordination of Debt Agreement, certified by the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent corporate secretary of the occurrence of any further conditions precedent Borrowers to the closing be true and complete and in full force and effect as of the credit facility established herebydate of the Advance.

Initial Advance. The effectiveness obligation of Credit Agent to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Fee LettersNotes, this Agreement and the Warehousing Notes respectively payable to each Lender, and this Collateral Agency Agreement, duly executed by the BorrowersBorrower. (2) Each Borrower’s organizational documents's articles of incorporation, together with all amendments, as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DMaryland, and Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower and certificates of good standing dated within thirty (30) 30 days of the date of this Agreement. (43) Such certificates A resolution of resolutions or other actionthe board of directors of Borrower authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Advance Request and all other agreements, instruments or documents to which such be delivered by Borrower is a party under this Agreement. (4) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the officers of Borrower executing this Agreement and the other Loan Documents Documents, and of the officers and employees of Borrower delivering each Advance Request and all other agreements, instruments or documents to which such Borrower is be delivered under this Agreement (Credit Agent and Collateral Agent being entitled to rely on that certificate until a partynew incumbency certificate has been furnished to Credit Agent and Collateral Agent). (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Fiscal year-end financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2000, and related statements of income, cash flows and changes in stockholders' equity for the period ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to Credit Agent. (7) Interim financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of February 28, 2001, related statements of income, cash flows and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent audited financial statements. (8) A favorable written opinion of counsel to Borrower, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (10) Copies of the certificates, documents or other written instruments that evidence Borrower's eligibility described in Section 2.3, all in form and substance satisfactory to Credit Agent. (711) Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.98.9. (8) 12) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Credit Agent. (13) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee LettersAgreement. (914) An opinion A copy of acknowledgment agreements from counsel for each Borrower of Fannie Mae and Freddie Mac in form and substance satisfactory substanc▇ ▇▇▇▇s▇▇▇tory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) acknowledging the validity and perfection of Credit Agent’s Lender’s 's security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent portions of the occurrence of any further conditions precedent to the closing of the credit facility established herebyCollateral that constitute Fannie Mae and Freddie Mac Servicing Contracts.

Initial Advance. The effectiveness of this Agreement Lender’s obligation to make the initial Warehousing Advance is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, Note and this Agreement, Agreement duly executed by the BorrowersBorrower. (2) Each BorrowerMMA’s organizational documentsarticles of organization, together with all amendments, as certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DDelaware, MMA’s operating agreement, together with all amendments, certified by the manager of MMA, and certificates of good standing dated within thirty (30) 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (43) Such certificates A resolution, consent or approval of resolutions or other actionall of the members of MMA authorizing the execution, incumbency certificates and/or other certificates delivery and performance of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents to which such Borrower is a party be delivered by MMA under this Agreement. (4) A certificate as to the incumbency and (B) authenticity of the identity, authority and capacity signatures of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with the managers of MMA executing this Agreement and the other Loan Documents Documents, and of the managers and employees of MMA delivering each Warehousing Advance Request and all other agreements, instruments or documents to which such Borrower is be delivered under this Agreement (Lender being entitled to rely on that certificate until a partynew incumbency certificate has been furnished to Lender). (5) Assumed Name Certificates dated within 30 90 days of the date of this Agreement for any assumed name used by Borrower MMA in the conduct of its business. (6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution, consent or approval of all of the members of MTEI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MTEI under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business. (10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of Midland Mortgage authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Midland Mortgage under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business. (14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution, consent or approval of all of the members of MMA Construction authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Construction under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). Dated: 5/23/2003 Amended: 6/11/2004 (17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business. (18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (19) A resolution of the board of directors of MMA Capital authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by MMA Capital under this Agreement. (20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business. (22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request. (23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit AgentLender or as permitted under this Agreement. (724) Copies of each the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender. (25) Copies of Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) 26) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (27) Receipt by Credit Agent and Lenders Lender of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. The effectiveness of this Agreement is subject Lenders shall not be required to make the satisfaction, in the sole discretion of Credit Agent, initial Advance hereunder unless each of the following conditions precedentis satisfied: (a) Credit The Administrative Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Notes respectively payable to each Lender, and this Agreement, duly shall have received executed by the Borrowers. (2) Each Borrower’s organizational documents, certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&D, dated within thirty (30) days of the date counterparts of this Agreement. (4b) Such certificates of resolutions or other actionThe Administrative Agent shall have received a certificate, incumbency certificates and/or other certificates of responsible officers of each Borrower as Credit Agent may require evidencing (A) signed by the authority of each Borrower to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a party. (5) Assumed Name Certificates dated within 30 days chief financial officer of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial CodeBorrower, tax lien and judgment searches of the appropriate public records for each Borrower stating that do not disclose the existence of any Lien on the Collateral other than in favor of Credit Agent. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant the initial Advance (1) no Default or Event of Default is continuing and (2) the representations and warranties in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the Fee Lettersextent 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 respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such 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. (9c) An opinion from counsel for The Administrative Agent shall have received a duly executed secretary certificate and incumbency certificate addressed to the Lenders and Administrative Agent in substantially the form of Exhibit A. (d) The Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.10 payable to the order of each Borrower such requesting Lender. (e) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to Credit the Required Lenders and their counsel. (f) The Administrative Agent concerningshall have received all fees and other amounts due and payable on or prior to the date hereof, among other matters including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) There shall not have occurred a material adverse change (x) in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations of the Borrower and its Subsidiaries taken as a whole, since December 31, 2013, or (y) in the facts and information regarding such entities as represented by such entities to date. (h) The Required Lenders shall have received evidence of all governmental, equity holder, and third party consents and approvals necessary in connection with the contemplated financing, and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent, or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no law or regulation shall be applicable that in the reasonable judgment of the Required Lenders could have such effect. (i) No action, suit, investigation or proceeding shall be pending or, to the legal existenceknowledge of the Borrower, good standing threatened in any court or before any arbitrator or governmental authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay the making of any Advances. (j) The Required Lenders shall have received (i) pro forma financial statements giving effect to the initial Advances that demonstrate, in the Required Lenders' reasonable judgment, together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and qualification to business of each Borrowersatisfy its other obligations as and when they become due and can comply with the financial covenants set forth in Section 6.16, (ii) such information as the power Required Lenders may reasonably request to confirm the tax, legal, and authority business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of each the Borrower to enter into and perform its Subsidiaries for the Loan Documents to which it is a partyfiscal quarters ended September 30, 2013, and December 31, 2013, and (iv) the authorization audited consolidated financial statements of the individuals executing Borrower and delivering Loan Documents on behalf of each Borrower to do soits Subsidiaries for the fiscal year ended December 31, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement2012. (10k) Copies The Required Lenders shall have received evidence of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall requestcurrent insurance coverage in form, including any amendments scope and substance reasonably satisfactory to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to Required Lenders and otherwise in compliance with the Existing Agreementterms of Sections 5.18 and 6.6. (11l) Copies The Required Lenders shall have received the results of a recent lien search the jurisdictions where the Borrower is organized, and such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent search shall request, including all amendments to reveal no Liens on any such documents entered into subsequent of the assets of the Borrower except for Liens permitted by Section 6.14 or discharged on or prior to the Existing Agreement. (12) Such financial statements and Effective Date pursuant to a payoff letter or other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence documentation satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established herebyRequired Lenders.

Initial Advance. The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Credit AgentLender, of the following conditions precedent: (a) Credit Agent Lender must receive the following, all of which must be satisfactory in form and content to Credit AgentLender, in its sole discretion: (1i) The Fee Letters, the Warehousing Notes respectively payable to each Lender, Note and this Agreement, duly executed by the BorrowersBorrower. (2ii) Each The Borrower’s organizational documents, certified as true and complete by an appropriate officer or other Person. (3iii) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary of State of Delaware for W&DBorrower, dated within thirty (30) days of the date of this Agreement. (4iv) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each the Borrower as Credit Agent Lender may require evidencing (A) the authority of each the Borrower to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a partyDocuments. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Credit AgentLender. (7vi) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9vii) An opinion from counsel for each the Borrower in form and substance satisfactory to Credit Agent Lender concerning, among other matters (i) the legal existence, good standing and qualification to do business of each the Borrower, (ii) the power and authority of each the Borrower to enter into and perform the Loan Documents to which it is a partyDocuments, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each the Borrower to do so, (v) the enforceability of each the Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either the Borrower, (vii) the validity and perfection of Credit Agent’s the Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ the Borrower’s obligations under the Loan Documents Documents, under the Borrowers’ Borrower’s charter documents or under any material agreements or legal proceedings to which either of them it is a party or by which either of them it is bound, and (ix) such other matters as Credit Agent Lender reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12viii) Such financial statements and other information as Credit Agent Lender shall have reasonably requested. (13ix) Such other documents as Credit Agent Lender reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent Lender of the occurrence of any further conditions precedent to the closing of the credit facility established hereby. (b) Lender shall have filed Uniform Commercial Code financing statements in such jurisdictions as Lender shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document. (c) Borrower shall have (i) paid to the Lender, as applicable, all amounts due as of the Closing Date, and (ii) paid or reimbursed the Lender for all its attorneys’ fees and expenses incurred in connection with this Agreement and the other Loan Documents.

Initial Advance. The effectiveness of this Agreement is subject Lenders shall not be required to make the satisfaction, in initial Advance hereunder unless the sole discretion of Credit Agent, of Borrowers have satisfied the following conditions precedentconditions: (a) Credit Each Borrower has furnished to the Administrative Agent must receive with sufficient copies for the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretionLenders: (1i) The Fee LettersCopies of the articles or certificate of incorporation of such Borrower, the Warehousing Notes respectively payable to each Lendertogether with all amendments, and this Agreementa certificate of good standing, duly executed each certified by the Borrowersappropriate governmental officer in its jurisdiction of incorporation. (2ii) Each Borrower’s organizational documentsCopies, certified as true and complete by an appropriate officer or other Person. (3) Certificates of legal existence and good standing from the District of Columbia for GPF and the Secretary or Assistant Secretary of State such Borrower, of Delaware for W&D, dated within thirty (30) days its by-laws or code of the date regulations and of this Agreement. (4) Such certificates its Board of Directors' resolutions and of resolutions or actions of any other action, incumbency certificates and/or other certificates body authorizing the execution of responsible officers of each Borrower as Credit Agent may require evidencing (A) the authority of each Borrower to enter into this Agreement and the other Loan Documents to which such Borrower is a party and (B) the identity, authority and capacity of each Authorized Representative thereof authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents to which such Borrower is a party. (5iii) Assumed Name Certificates dated within 30 days An incumbency certificate, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the date Authorized Officers and any other officers of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any Lien on the Collateral other than in favor of Credit Agent. (7) Copies of each Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) Receipt by Credit Agent and Lenders of any fees due on the date of this Agreement pursuant authorized to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform sign the Loan Documents to which it such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by the authorization Chief Financial Officer or Treasurer of such Borrower, stating that on the individuals executing initial Borrowing Date no Default or Unmatured Default has occurred and delivering Loan Documents on behalf of each Borrower to do so, is continuing. (v) A written opinion of such Borrower's counsel, addressed to the enforceability Lenders in substantially the form of each Borrower’s obligations under the Loan Documents, Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the absence order of any pending or threatened material litigation against either Borrower, each such requesting Lender. (vii) Written money transfer instructions, in substantially the validity form of Exhibit D, addressed to the Administrative Agent and perfection of Credit Agent’s Lender’s security interest in the Collateralsigned by an Authorized Officer, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) together with such other matters related money transfer authorizations as Credit the Administrative Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall may have reasonably requested. (13viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) Such other documents as Credit Agent any Lender or its counsel may have reasonably may require, duly executed and delivered, and requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agent Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the occurrence initial Advance. (c) The presentation of any further conditions precedent evidence satisfactory to the closing Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the credit facility established herebyinitial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.