Common use of Principal Payments Clause in Contracts

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event Loans of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable a specific type of Eligible Loan or REO Property multiplied by exceed the Fair Market Value aggregate Purchase Commitments for that type of the Mortgage Eligible Loan.

Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity Dateshall be payable in full upon June 30, 1999. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge BorrowerAccount or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's Operating Account for, possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan upon the earliest occurrence of any of the following events: (1) One The expiration of ninety (190) Business Day elapses days from the date a Warehousing of any Advance was made if the Pledged for any Mortgage Loan to be funded by that Warehousing Advance is not closed and funded(excluding Aged Mortgage Loans). (2) Ten The expiration of thirty (1030) Business Days elapse days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the return purchase being made, or upon rejection of a Collateral Document delivered the Mortgage Loan as unsatisfactory by Lender to Borrower under a Trust Receipt for correction or completion.an Investor; (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge The expiration of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Fortyforty-five (45) days elapse from the date a Pledged Mortgage Loan was is delivered to an Investor or Approved Custodian the certificating custodian acceptable to the Lender for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection issuance of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.Mortgage-backed Security; (4) The expiration of three (3) Seven (7) Business Days elapse calendar days from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged such Mortgage Loan, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.; (5) Three The expiration of ten (10) Business Days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed; (6) The Mortgage Loan is in default and such default continues for a period of sixty (60) days or more; (7) The expiration of three (3) Business Days after the mandatory delivery date of on which the related Purchase Commitment Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Pledged Mortgage Loan or the Pledged Security backed by that Pledged Loan has was not been delivered under the Purchase Commitment prior to such mandatory delivery datetermination, expiration or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.cancellation; (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged 8) The Mortgage Loan is prepaid in whole not or in part while a Warehousing Advance is outstanding against the Pledged ceases to be an Eligible Mortgage Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount ; (9) Upon sale of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been receivedMortgage Loan. Upon receipt of Borrower's Noticesuch payment by the Lender, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge. , and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender is entitled to rely upon Borrowerthe Company. (d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's affirmation that deposits possession for the payment thereof) the principal payments in the Cash Collateral Account represent payments from Investors for amounts and on the purchase of dates specified below: (1) On the date a Pledged Assets specified by Borrower in its Notice. If the Mortgage becomes an Aged Mortgage Loan, a principal payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation necessary to reduce the principal amount of the Warehousing Advance outstanding unpaid Advances made against the revalued Pledged such Aged Mortgage Loan to an amount equal to 90% of the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Collateral Value of such Aged Mortgage Loan; (2) On the date an Aged Mortgage Loan has been included in the Collateral for 120 days, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 80% of the Collateral Value of such Aged Mortgage Loan; (3) On the date an Aged Mortgage Loan has been included in the Collateral for 150 days, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 70% of the Collateral Value of such Aged Mortgage Loan; (4) On the date an Aged Mortgage Loan has been included in the Collateral for 180 days, an amount equal to the balance of the aggregate outstanding unpaid Advances against such Aged Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One For any Pledged Loan, the Warehouse Period elapses. (12) Business Day elapses from For any Pledged Loan, the Shipped Period elapses. (3) On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (24) One (1) Business Day elapses from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date. (5) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (36) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9. (47) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) 8) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e9) Three (3) Business Days after the date a Pledged Mortgage is rejected for purchase by an Investor unless another Purchase Commitment is provided within that 3 Business Day period. (10) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (11) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (d) In addition to the payments required pursuant to by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (fe) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's ’s Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's ’s affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account in in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (gf) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan. (g) Borrower must give Lender Notice not later than 2:00 p.m. on the Business Day immediately preceding the payment to Lender of proceeds of Pledged Assets or any other payment on the Obligations if the amount of the payment exceeds $20,000,000. If Lender is unable to reinvest that payment as a result of Borrower’s failure to provide such Notice, Borrower must pay to Lender an administrative fee equal to 1 day of interest on the amount of that payment at a rate of 1.50% per annum. Administrative and other fees are due and payable in the same manner as interest is due and payable under this Agreement.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the obligations. (d) The Company shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One one (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded. (2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, without being returned to the Lender. (3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information information, or fraudthe Pledged Mortgage is defaulted and remains in default for a period of sixty (60) days or more. (4) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date, on or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. (5) Upon sale, maturity or other disposition of the Pledged Mortgage. (6) If the Pledged mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian. (7) On the date on which Borrower the Company knows, or has reason to know, or receives Notice notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4e) On the date the Pledged Loan or a Lien prior Upon Notice to the Mortgage securing repayment of Company by the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must the Company shall pay to the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage upon the earliest occurrence of any of the following events: (1) For any a Pledged LoanMortgage with respect to which a longer or shorter period is not prescribed elsewhere in Sections 2.5(d) or 2.5(e), one hundred eighty (180) days elapse from the Warehouse Period elapsesdate of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool. (2) For a Title I Mortgage Loan or a Nonconforming Mortgage Loan that is not covered by a Purchase Commitment, ninety (90) days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool. (3) For a high LTV Mortgage Loan, sixty (60) days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool. (4) For any Pledged Mortgage secured by a Second Mortgage, one hundred twenty (120) days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage or payment of any Lien prior to such Pledged Mortgage is delinquent, and remains delinquent for a period of sixty (60) days or more. (5) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or for inclusion in a an Eligible Mortgage Pool, without the purchase being made or an the Eligible Mortgage Pool being initially certified, or upon rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or an Approved Custodian. (36) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to the such Pledged Loan. (4) With respect to any Pledged LoanMortgage, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (7) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, other than an Aged Mortgage Loan, the Standard Warehouse Period elapses and, for any Aged Mortgage Loan, the Aged Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (5) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (e) In addition to the payments required pursuant to by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) The Borrower must pay the Lender the outstanding principal amount of each Warehousing Advance, together with all accrued and unpaid interest thereon, on the applicable Warehousing Advance Due Date. Notwithstanding the foregoing, the Borrower must pay the Lender the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, the Borrower may prepay any portion of the Warehousing Advances Advances, together with all accrued and unpaid interest on the portion so prepaid, without premium or penalty at any time. (c) The Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and the Borrower authorizes the Lender to cause the Funding Bank to charge Borrower's its Operating Account Accounts for, the amount of any outstanding Warehousing Advance Advance, together with all accrued and unpaid interest thereon, against a specific Pledged Asset Loan or Pledged Security upon the earliest occurrence of any of the following events: (1i) One (1) Business Day elapses from On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is has not closed and funded. (2ii) Three (3) Business Days elapse from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or if such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and Borrower has not delivered Collateral Documents in compliance with the requirements of this Agreement or the related Purchase Commitment within three (3) Business Days of receipt by the Borrower of Notice from the Lender specifying the non-compliant items. (iii) Ten (10) Business Days elapse without the return of a Collateral Document delivered by the Lender to the Borrower under a Trust Receipt for correction or completion. (3iv) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not the Borrower had knowledge of the misrepresentation, incomplete or incorrect inaccurate information or fraud, on . (v) On the date on which the Borrower knows, has reason to know, or receives Notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed mademade or became inaccurate or incomplete in any material respect after any such date, or (B) the Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9. (4vi) On the date the on which a Pledged Loan or an obligation secured by a Lien prior senior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains has been in default for a period of 60 days or moremore (it being understood that, as provided in Section 9.1(q), no Warehousing Advance will be made against any Mortgage Loan which is in default). (5vii) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan has not been delivered under the Purchase Commitment on or prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated. (viii) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period. (ix) Upon the sale, other disposition or prepayment of any Pledged Asset Loan or Pledged Security or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4x) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5xi) Three (3) Business Days If, after the mandatory delivery date of the related Purchase Commitment if the specific giving effect to a new Warehousing Advance against a Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding existing Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account forLoans, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loanlimitations set forth in Exhibit D have been exceeded.

Principal Payments. (a) Unless earlier payment is required under this Agreement pursuant to Section 6.1, the Borrower must shall pay Lender to the Bank the outstanding principal amount of all Warehousing Advances the Term Loan in the amount of $25,000,000 on the Warehousing Maturity Date, when the entire outstanding principal amount of, and accrued interest on, the Term Loan shall be due and payable. (b) Except as provided in Section 3.1(d), The Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. all (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is but not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other less than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Noticeall) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against Term Loan, on any Interest Payment Date provided, that the revalued Pledged Loan to an amount equal Borrower shall have paid to the Advance Rate for Bank, together with such prepayment of principal, all accrued interest on the applicable type principal amount prepaid to the date of Eligible Loan prepayment and the amount, if any, of the prepayment indemnity determined pursuant to Section 2.9 to be payable to the Bank. The Borrower shall give the Bank not more than ten, and not less than five, London Banking Days' notice of any proposed prepayment specifying the prepayment date and the person or REO Property multiplied persons authorized to notify the Bank of acceptance of the terms of prepayment referred to in the next succeeding sentence. The Bank shall provide oral notice to a person so specified by the Fair Market Value Borrower on the second London Banking Day prior to the proposed prepayment date of the Mortgage amount, if any, of the prepayment indemnity which shall be paid in connection with such proposed prepayment by the Borrower or the Bank, as the case may be, pursuant to Section 2.9. At the time of such oral notice, such person shall state whether the Borrower elects to make such proposed prepayment on such terms. If the Borrower so elects to make such prepayment, the notice of prepayment given by the Borrower shall be irrevocable and the entire outstanding principal amount of the Term Loan, together with such accrued interest and any such additional sum payable pursuant to Section 2.9, shall become due and payable on the specified prepayment date. The Bank may, but shall not be obligated to, provide written confirmation of such election to the Borrower, but any failure of the Bank to provide such confirmation shall not affect the obligation of the Borrower to make such prepayment on the agreed terms.

Principal Payments. Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Issuer Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Issuer [continue numbering until the appropriate number of installment dates for the Notes is reached] EXHIBIT B [FORM OF] WFCARDSERIES SCHEDULE TO MONTHLY NOTEHOLDERS’ STATEMENT WFCARDSERIES XXXXX FARGO CARD ISSUANCE TRUST Monthly Period: [______] End of Monthly Period [______] Interest Period [______] through [______] Distribution Date [______] Days in Interest Period 0 Reference is made to the Indenture (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d“Indenture”), Borrower may prepay any portion dated as of [_____ __, 20__], and the WFCardSeries Indenture Supplement (the “Indenture Supplement”), dated as of [_____ __, 20__], each by and among WF Card Issuance Trust, as Issuer, U.S. Bank Trust Company, National Association, as Indenture Trustee and as Note Registrar, and U.S. Bank National Association, as Bank. Terms used herein and not defined herein have the meanings ascribed to them in the Indenture and the Indenture Supplement, as applicable. Each of the Warehousing Advances without premium or penalty at any time. Indenture and the Indenture Supplement has been included as an exhibit to a report on Form 8-K (cthe “Form 8-K”) Borrower must pay to Lenderfiled by WF Card Funding, without LLC and the necessity of prior demand or Notice from LenderWF Card Issuance Trust with the Securities and Exchange Commission under Central Index Key (CIK) Nos. 0001833590 and 0001833494, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraudrespectively, on the date on which Borrower knows[_____ __, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, 20__]. The following computations are prepared with respect to a Pledged Loan included in an Eligible Mortgage Poolthe Transfer Date of [_____ __, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, 20__] and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating with respect to the Pledged Loan. (4) With respect to any Pledged Loan, any performance of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or during the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date Monthly Period. Number of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by Accounts* 0 0 Principal Receivables $ 0.00 $ 0.00 Finance Charge Receivables $ 0.00 $ 0.00 Discount Option Receivables $ 0.00 $ 0.00 Total Receivables $ 0.00 $ 0.00 Increase in Principal Receivables from Additional Accounts $ 0.00 Increase in Finance Charge Receivables from Additional Accounts $ 0.00 Increase in Discount Option Receivables from Additional Accounts $ 0.00 Decrease in Principal Receivables due to Removed Accounts $ 0.00 Decrease in Finance Charge Receivables due to Removed Accounts $ 0.00 Decrease in Discount Option Receivables due to Removed Accounts $ 0.00 Average Principal Receivables $ 0.00 * Accounts include certain accounts that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, closed and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assetsa balance. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must Unless earlier payment is required under this Agreement, the Borrowers shall pay Lender to the Banks on the Termination Date the entire outstanding principal amount of the Revolving Credit Loans. (b) Unless earlier payment is required under this Agreement, the Borrowers shall, on the maturity date of any Bid-Option Loan, pay to the Bank of such Bid-Option Loan the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timesuch Loan. (c) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty in the case of Revolving Credit Loans, provided that (i) a Borrower must pay may not prepay any portion of any Loan as to Lender, without the necessity which an election for continuation of prior demand or Notice from Lenderconversion to a Fixed Rate Revolving Credit Loan is pending pursuant to Section 2.9, and (ii) unless earlier payment is required under this Agreement or unless Borrower authorizes Lender pays all amounts required pursuant to cause Section 3.8, any Fixed Rate Revolving Credit Loan or Bid-Option Loan may only be prepaid on the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any last day of the following events: then current Interest Period with respect to such Loan and (1iii) One (1) such prepayment shall only be permitted if the Treasury Manager shall have given notice thereof on the Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan of such prepayment with respect to be funded by that Warehousing Advance is prepayment of Floating Rate Loans and Negotiated Rate Loans and not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. less than three (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, Interbank Business Days notice thereof with respect to a Pledged prepayment of Interbank Offered Rate Loans, such notice specifying the Loan included in an Eligible Mortgage Poolor portion thereof to be so prepaid and shall have paid to the Banks, upon the sale or other disposition together with such prepayment of the related Agency Security. (6) One (1) Business Day immediately preceding principal, all accrued interest to the date scheduled for of payment on such Loan or portion thereof so prepaid and all amounts owing to the foreclosure Banks under Section 3.8 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or trustee sale of portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the premises securing a Pledged Loanspecified date. (d) Upon telephonic or written Notice If, pursuant to Borrower by LenderSection 2.9, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certifiedBorrowing, or upon rejection of a Pledged Loan as unsatisfactory by an Investor portion thereof, is continued or Approved Custodian. (3) Seven (7) Business Days elapse from converted, such Borrowing or portion thereof shall be repaid on the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date last day of the related Purchase Commitment if Interest Period in the specific Pledged Loan Permitted Currency in which such Borrowing is then denominated and (i) in the case of any conversion, the Agent shall readvance to the Borrower making such request the Equivalent of the Original Dollar Amount of the Borrowing or portion thereof as has been so repaid by the Pledged Security backed Borrower in the Permitted Currency requested pursuant to Section 2.7, and (ii) in the case of any continuation when the aggregate outstanding amount of Revolving Credit Advances exceeds 90% of the aggregate Commitments, the Agent shall readvance to the Borrower the same amount of such Permitted Currency as has been so repaid. The Agent shall provide notice to the Company of the activation of clause (ii) above. For purposes of effecting the repayment required by that Pledged Loan has not been delivered under this Section 3.1(d), the Purchase Commitment prior to Agent shall apply the proceeds of such mandatory delivery date, readvance toward the repayment of such Borrowing or portion thereof on the date last day of the related Purchase Commitment expires or is terminated, unless, in each caseInterest Period. In the case of any conversion, the Pledged Loan or Pledged Security is eligible for delivery Agent shall be deemed to another Investor under a comparable Purchase Commitment. (e) In addition to have applied the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for such Advance toward the purchase of the Pledged Assets specified by Borrower in its NoticePermitted Currency to be repaid and to have applied the proceeds of such purchase toward such repayment. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal application there shall remain owing an amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Permitted Currency due to the Advance Rate Agent, for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value benefit of the Mortgage LoanBanks, or if an excess of such Permitted Currency shall result, such Borrower shall pay to the Banks, or the Banks shall pay to such Borrower the amount of such deficiency or such excess. In the case of any continuation described in clause (ii) above, on the last day of such Interest Period, the Original Dollar Amount of such Borrowing or portion thereof shall be adjusted to the amount in Dollars resulting from the conversion of the amount of such Permitted Currency so readvanced to Dollars determined two (2) Business Days prior to such day. On the 29 35 date of each such conversion or continuation, if the Dollar Equivalent on such date of all Advances, including the Advances being continued or converted, exceeds the aggregate Commitments of the Banks, the Borrower shall take the following actions in the following order until such excess of the Dollar Equivalent of all Advances over the aggregate Commitments of the Banks is eliminated: (a) on such date, first, reduce or withdraw any pending request for a new Advance in Dollars to be made on such date, second, repay in Dollars any Floating Rate Loan denominated in Dollars then outstanding, and third, reduce the amount of, or repay, in the Permitted Currency in which such Borrowing is denominated, any Advance which the Borrower has requested to be converted or continued on such date, and (b) on the last day of each Interbank Interest Period ending thereafter, reduce the amount of, or repay in the Permitted Currency in which such Borrowing is denominated, any Advance which the Borrower has requested to be converted or continued on such last day.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrueMortgage, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged a Mortgage Loan, other than a Construction/Perm Mortgage Loan, one hundred twenty (120) days elapse from the Warehouse Period elapsesdate of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool. (2) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Poolpurchase, without the purchase being made or an Eligible Mortgage Pool being initially certifiedmade, or upon rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or Approved CustodianInvestor. (3) One (1) Business Day elapses from the date a Wet Settlement Advance was made and the Pledged Mortgage which was to have been funded by such Wet Settlement Advance is not closed and funded. (4) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to the such Pledged Loan. (4) With respect to any Pledged LoanMortgage, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Ten (10) Business Days elapse from the date a Collateral Document was delivered to the Company for correction or completion under a Trust Receipt, without being returned to the Lender. (6) The Mortgage Loan is defaulted and remains in default for a period of sixty (60) days or more. (7) One hundred twenty (120) days elapse from the date an Advance was made against a Pledged Mortgage without receipt of the items required in Sections 2.2(d) hereof, or such items, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (8) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type. (9) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if and the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has Mortgage was not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, ; unless in each case, the such Pledged Loan or Pledged Security Mortgage is eligible for delivery to another an Investor under a comparable Purchase CommitmentCommitment acceptable to the Lender. 137 (10) Upon sale or other disposition of the Pledged Mortgage. (11) For a Construction/Perm Mortgage Loan two hundred seventy (270) days elapse from the date of the initial Construction Advance made by the Lender against such Pledged Mortgage, without such Construction/Perm Mortgage Loan being converted to a Permanent Mortgage Loan. Notwithstanding the above, the Company may request and the Lender may approve a ninety (90) day extension of the construction period for any Construction/Perm Mortgage Loan. Within fifteen (15) days after the final Construction Advance, a Construction/Perm Mortgage Loan shall be converted to a Permanent Mortgage Loan and the date of such final Construction Advance shall be deemed to be the initial Advance date of the Permanent Mortgage Loan and the provisions of Section 2.5(d)(1) shall apply to such Permanent Mortgage Loan. (12) For a Construction/Perm Mortgage Loan, a lien is filed against the premises and not removed within fifteen (15) days of the filing, or an inspection report indicates that the improvements to the premises encumbered by the Pledged Mortgage are not being constructed in accordance with the approved plans and specifications. (13) If the Pledged Mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian. (e) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day after the date of such Advance. (f) In addition to the payments required pursuant to Sections 3.3(aSection 2.5(d), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account foraccount if the principal amount of any Pledged Mortgage is prepaid in whole or in part while an Advance is outstanding against such Pledged Mortgage, for the amount of the such prepayment, to be applied against the Warehousing to such Advance.. 138 (fg) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must Company shall give Notice to Lender in writing or by telephone or by RFConnects Delivery to the Lender (and if by telephonetelephonically, to be followed promptly by written Noticenotice) of the Pledged Assets Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into such Notice the Cash Collateral Account to the payment of the Warehousing Advances related to the against such Pledged Assets identified by Borrower in its Notice, Mortgages or Pledged Securities shall be repaid and those such Pledged Assets will Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon Borrowerthe Company's affirmation that deposits in the Cash Collateral Account represent payments payment from Investors or the Company for the purchase or prepayment pursuant to Section 2.5(d) of the Pledged Assets Mortgages or Pledged Securities as specified by Borrower in its Noticethe Company. If In the event that the payment from an Investor for the purchase of Pledged Assets Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Assets identified by Borrower in its NoticeSecurities, Borrower must pay to Lender, and Borrower authorizes the Lender is authorized to cause the Funding Bank to charge Borrowerthe Company's Operating Account in account for an amount equal to that such deficiency. As long as Provided no Default or Event of Default exists, the Lender will shall return to Borrower any excess payment from an Investor for Pledged AssetsMortgages or Pledged Securities to the Company. (gh) Lender reserves The Company may, from time to time, prepay a portion of the right Advances pursuant to revalue this Section 2.5(h) (any Pledged Loansuch prepayment is hereafter referred to as a "Buydown"). Borrower must pay to LenderA Buydown shall not , without the necessity except as set forth below, be deemed a prepayment of prior demand or Notice from Lenderany particular Advances, and Borrower authorizes shall not entitle the Company to the release of any Collateral. All or any portion of a Buydown may be reborrowed hereunder, provided no Default or Event of Default has occurred and is continuing, upon written notice to the Lender no later than 9:30 a.m. on the Business Day that the Company desires to cause reborrow such amount. In the Funding Bank event the Lender receives a payment of Advances that would, as a result of the Buydown, reduce the outstanding principal balance of the Advances to charge Borrower's Operating Account foran amount less than zero, any amount required after any the Buydowns, or a portion thereof equal to such revaluation excess, shall be re-advanced to the Company. The Lender shall use its best efforts to apply Buydown to reduce the principal amount of interest on Advances in the following order: first, Construction Advances, second, Nonconforming Advances and third, Ordinary Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanAdvances.

Principal Payments. (a) Borrower must pay Lender In addition to payments on account of interest, principal reduction payments of $116,667 shall be made each month, commencing with the first such payment due on December 31, 2009, and with the outstanding principal amount of all Warehousing Advances the Advance payable in full on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay repay all or any portion of the Warehousing Advances without premium unpaid principal balance of the Advance prior to the Maturity Date. Upon the event of each such full or penalty partial early payment of principal, however, Borrower shall be required to pay Lender a prepayment fee. Said fee shall be determined by assessing the “prepayment rate” against the amount of such prepayment for the time period remaining in the term from the prepayment to the Maturity Date. The “prepayment rate” shall be calculated by subtracting the rate of interest in effect at the time of prepayment for the $5MM Mega WesCorp Fixed Rate Share Certificate, as published by Lender, the term of which corresponds to the time period remaining in the loan term from the prepayment date to the Maturity Date, from the Fixed Rate, but in no event shall the “prepayment rate” be less than zero. No such prepayment shall excuse, replace or be credited toward any timescheduled interim installment of principal and/or interest. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses may require that all payments from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must Mortgages be paid directly by the Investor to the Cash Collateral AccountLender to be promptly applied by the Lender against the Advance. Borrower must In such event, Lender shall apply such payments and inform the Company of the complete details of the transaction on the same Business Day as its receipt, if received prior to 1:00 pm Pacific Time on that Business Day. Alternatively, the Company may deliver Qualifying Substitute Mortgage Loans, whose value is equivalent to the proceeds of the sale or other disposition of Pledged Mortgages, to Lender or Lender’s Custodian, said Mortgage Notes to be acceptable to Lender in its reasonable discretion. (d) If the principal amount of any Pledged Mortgage is prepaid in whole or in part which represents (i) a complete payoff of such Mortgage Loan; or (ii) a payment on a Pledged Mortgage Loan that is accompanied by a release of the collateral for such Mortgage Loan, the Company and its Servicer shall promptly remit to Lender, as and when received, for payment toward the principal balance of the Note, any portion of such sums collected attributable to principal repayments on the Collateral. Alternatively, the Company shall be entitled to pledge and deliver an equivalent amount of Qualifying Substitute Mortgage Loans in an amount equal to the portions of any sums collected that are attributable to principal repayments on the Collateral. Prior to Lender’s receipt of a Qualifying Substitute Mortgage Loan as substituted Collateral, the Company and Lender shall be required to approve an amendment to Exhibit “B” that is acceptable to each party. Once approved, Lender agrees to deliver a copy of such amended Exhibit “B” to the Company, Servicer and Custodian, if applicable and each of the Company and Lender shall make appropriate entries in its general account records to reflect such transfer. (e) The Company shall give Notice to Lender in writing (by e-mail or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Noticefax) of the Pledged Assets Mortgages for which proceeds are to be or have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into In the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation event that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets Mortgages is less than the outstanding Warehousing Advances against principal balance of such Pledged Mortgages, Lender is authorized to debit the Pledged Assets identified by Borrower in its NoticeShare Account that the Company designates for this purpose, Borrower must pay to Lenderbut if the balance thereof is insufficient, and Borrower authorizes Lender to cause may debit any of the Funding Bank to charge Borrower's Operating Account in Company’s Share Accounts for an amount equal to that such deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. Borrower shall not make any principal payments on any subordinated or unsecured debt instruments or related documents unless and until 105 days have passed since the Maturity Date without a voluntary or involuntary petition having been filed against Borrower under the federal bankruptcy laws during that period, other than (a) Borrower must pay Lender scheduled payments of Senior Unsecured Notes and the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. Senior Subordinated Notes; (b) Except as provided in Section 3.1(d), payments under debt instruments between and among Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. and its Subsidiaries; (c) Borrower must pay prepayment, redemption or purchase of an aggregate of up to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any $50,000,000.00 of the following events: (1) One (1) Business Day elapses from Senior Unsecured Notes and/or the date a Warehousing Advance was made if the Pledged Loan to be funded by Senior Subordinated Notes, provided that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or frauddemonstrates, on a pro forma basis taking into account such prepayment, redemption or purchase, compliance with the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties covenants set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. at Section 10.12 hereof; (d) Upon telephonic redemption or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause repurchase of Senior Unsecured Notes and/or Senior Subordinated Notes with the Funding Bank to charge Borrower's Operating Account for, proceeds of the amount issuance of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. equity securities; (e) In addition to repayment of Senior Unsecured Notes with the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) any non-current assets which are not part of the Pledged Assets for which proceeds have been received. Upon receipt Collateral in accordance with the provisions and limitations of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment Section 5.6 hereof; (f) prepayment of the Warehousing Advances related to Senior Unsecured Notes and/or Senior Subordinated Notes with the Pledged Assets identified by Borrower in its Noticeproceeds of a refinancing thereof, and those Pledged Assets will be considered to have been redeemed from pledge. Lender provided that such refinancing does not require any principal payments until a date which is entitled to rely upon Borrower's affirmation that deposits in five (5) years after the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. Closing Date; (g) Lender reserves from and after the right first date on which the Leverage Ratio is equal to revalue any Pledged Loan. or less than 0.50, there shall be no restrictions on prepayment of existing Senior Unsecured Notes and/or Senior Subordinated Notes, provided that Borrower must pay demonstrates, on a pro forma basis taking into account such prepayment, redemption or purchase, compliance with the covenants set forth at Section 10.12 hereof; (h) prepayments required on account of asset sales, change of control, equity issuances, or similar events; (i) repayment of Foreign Subsidiary Debt; (j) repayment of amounts owing pursuant to Lender, without or in connection with the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount Grower Settlement Agreements existing as of the Warehousing Advance outstanding against Effective Date in an aggregate amount not to exceed $1,000,000.00; (k) repayment or refinancing of amounts due in connection with the revalued Pledged Loan to Debt permitted under Section 11.1(i) and (j); (l) repayments of amounts owing in connection with any Permitted Capital Raising Transaction, provided that any financing constituting Permitted Capital Raising Transaction that has a maturity date of less than five years from the Closing Date shall contain an amount equal automatic conversion or exchange, subject to the Advance Rate for condition of no event of default thereunder, of such financing into other financing constituting Permitted Capital Raising Transaction; provided further that the applicable type refinancing, exchanges or conversion of Eligible Loan or REO Property multiplied such other Permitted Capital Raising Transaction shall not require principal payments until a date which is five (5) years after the Closing Date; and (m) payments of up to $100,000,000.00 as permitted by the Fair Market Value of the Mortgage LoanSection 11.1(g) hereof.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay any portion The outstanding principal amount of the Warehousing Term Loan Advances without premium or penalty at any timeas of the Term Loan Commitment Termination Date shall be payable in forty-eight (48) equal monthly installments, due on the first day of each month beginning on the first day of April, 1996. The remaining principal balance of the Term Loan Advances shall be payable on the Term Loan Maturity Date. (c) Borrower must The outstanding principal amount of all Working Capital Advances shall be payable in full on the Working Capital Maturity Date. (d) The Company shall have the right to prepay the outstanding Advances in whole or in part, from time to time, without premium or penalty; provided, that no voluntary prepayment of Warehousing Advances may be made in an amount less than Five Hundred Thousand Dollars ($500,000). (e) All payments of outstanding Warehousing Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (f) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One hundred twenty (1120) Business Day elapses days elapse from the date a of the initial Warehousing Advance was made if by the Lender against such Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudMortgage, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the such Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Poolpurchase, without the purchase being made or an Eligible Mortgage Pool being initially certifiedmade, or upon rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or Approved CustodianInvestor. (3) One (1) Business Day elapses from the date a wet Settlement Advance was made and the Pledged Mortgage which was to have been funded by such Wet Settlement Advance is not closed and funded. (4) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to the such Pledged Loan. (4) With respect to any Pledged LoanMortgage, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must The Company shall be obligated to pay to Lenderthe Credit Agent for the pro rata benefit of the Lenders, without the necessity of prior demand or Notice notice from Lenderthe Credit Agent, and Borrower the Company authorizes Lender the Credit Agent to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded. (2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, without being returned to the Credit Agent. (3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower knows, has reason to knowinformation, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (14) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage PoolLoan covered by a Purchase Commitment at the time pledged hereunder, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) 3 Business Days after the mandatory delivery date of the related Purchase Commitment if and the specific Pledged Loan Mortgage or the Pledged Security backed by that Pledged Loan has thereby was not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, ; unless in each case, the such Pledged Loan Mortgage or Pledged Security is eligible for delivery to another an Investor under a comparable Purchase CommitmentCommitment acceptable to the Lender. (e5) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the Upon sale or other disposition of the Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender Mortgage or, if a Pledged Mortgage is included in writing an Eligible Mortgage Pool, upon sale or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) other disposition of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged AssetsAgency Securities. (g6) Lender reserves On the right date on which the Company knows, or has reason to revalue any Pledged Loan. Borrower must pay to know, or receives notice from the Lender, without the necessity of prior demand that one or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount more of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan representations and warranties set forth in Section 5.15 were inaccurate or REO Property multiplied by the Fair Market Value of the Mortgage Loanincomplete in any material respect on any date when made or deemed made.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d)set forth herein, all payments of principal shall be first applied to the reduction of Advances for working capital purposes or as otherwise directed by Borrower. Upon the sale of a Mortgaged Property, the Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must shall pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to Agent an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied Mortgage Release Price payable in respect thereof, and such Mortgage Release Price payment when received by the Fair Market Value Agent, shall be applied in reduction of the principal balance of the Loans in such order as Agent may determine in its sole discretion. Notwithstanding the foregoing provisions, during the continuance of an Event of Default, any Mortgage Release Price payment received by the Agent may be applied, in the discretion of the Lenders, in reduction of any accrued and unpaid interest on the Loans or any outstanding Advance made pursuant to Section 5.01(c) hereof, so long as the Agent provides to Borrower all documents necessary to release the Mortgaged Property being sold. At the request of the Agent, the Borrower will furnish to the Agent copies of any closing statement, purchase agreement and similar documents relating to the sale of a Mortgaged Property prior to the release by the Agent of the security with respect to such Mortgaged Property. During the term of the Loans, upon the Agent's receipt of the Mortgage Loan.Release Price with respect to a Mortgaged Property, the Agent will release the applicable Mortgaged Property and all other security of the Lenders encumbering such Mortgaged Property by the prompt delivery of appropriate documents duly authorized and executed and in accordance with the law of the State in which the Mortgaged Property is located to fully and completely release any security interest of Lenders encumbering such Mortgaged Property. Notwithstanding anything contained herein to the contrary, as a condition to any release Borrower shall have satisfied the following conditions prior to the Agent's release of a Mortgaged Property:

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must The Company shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded. (2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender. (3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower knows, has reason to knowinformation, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (4) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type. (5) For a Mortgage Loan covered by a Purchase Commitment at the time pledged hereunder, 3 Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. (6) Upon the sale, sale or other disposition or prepayment of any the Pledged Asset Mortgage or, with respect to if a Pledged Loan Mortgage is included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (67) One (1) Business Day immediately preceding On the date scheduled for on which the foreclosure Company knows, or trustee sale has reason to know, or receives notice from the Lender, that one or more of the premises securing a Pledged Loanrepresentations and warranties set forth in Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made. (d) Upon telephonic or written Notice to Borrower the Company by the Lender, Borrower must the Company shall pay to the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage upon the earliest occurrence of any of the following events: (1) For any Pledged LoanMortgage, the Warehouse Period elapses. (2) On the date the payment of a Lien prior to a Pledged Mortgage is delinquent for a period of 60 days. (3) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or an Approved Custodian. (34) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to the such Pledged Loan. (4) With respect to any Pledged LoanMortgage, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date With respect to any Pledged Mortgage, any of the related Purchase Commitment if items described in Section 2.2(d), upon examination by the specific Pledged Loan Lender, are found not to be in compliance with the requirements of this Agreement or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day after the date of such Advance. (f) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c2.5(c) and 3.3(d2.5(d), if the principal amount of any Pledged Loan Mortgage is prepaid in whole or in part while a Warehousing an Advance is outstanding against such Pledged Mortgage, the Pledged Loan, Borrower must Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, for the amount of the such prepayment, to be applied against the Warehousing to such Advance. (fg) The proceeds of the sale or other disposition of Pledged Assets must Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account. Borrower must The Company shall give Notice to Lender in writing or by telephone or by RFConnects Delivery to the Lender (and if by telephonetelephonically, to be followed promptly by written Noticenotice or via RFConnects Delivery) of the Pledged Assets Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the and such Pledged Assets identified by Borrower in its Notice, and those Mortgages or Pledged Assets will Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon Borrowerthe Company's affirmation that deposits in the Cash Collateral Account represent payments payment from Investors for the purchase of the Pledged Assets Mortgages or Pledged Securities as specified by Borrower in its Noticethe Company. If In the event that the payment from an Investor for the purchase of Pledged Assets Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Assets identified by Borrower in its NoticeSecurities, Borrower must pay to Lender, and Borrower authorizes the Lender is authorized to cause the Funding Bank to charge Borrowerthe Company's Operating Account in for an amount equal to that such deficiency. As long as Provided no Default or Event of Default exists, the Lender will shall return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Mortgages or Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Securities to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanCompany.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Borrowers shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must The Borrowers shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower authorizes the Borrowers authorize the Lender to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded. (2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Borrowers for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender. (3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower had the Borrowers have knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower knowsthe Borrowers know, has or have reason to know, or receives Notice notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 0 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) If a Purchase Commitment is required for Eligible Loans of a specific type, and the outstanding Advances against Pledged Mortgages of that type exceed the aggregate Purchase Commitments for such Mortgage Loan type. (6) Three Business Days after the mandatory delivery date of the related Purchase Commitment, if any, and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. (7) Upon the sale, sale or other disposition or prepayment of any the Pledged Asset Mortgage or, with respect to if a Pledged Loan Mortgage is included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower the Borrowers by the Lender, Borrower must the Borrowers shall pay to the Lender, and Borrower authorizes the Borrowers authorize the Lender to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage upon the earliest occurrence of any of the following events: (1) For any Pledged LoanMortgage, the Warehouse Period elapses. (2) On the date the payment of a Lien senior to a Pledged Mortgage is delinquent for a period of 60 days. (3) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon the second rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or an Approved Custodian. (34) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to the such Pledged Loan. (4) With respect to any Pledged LoanMortgage, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment, if any. (5) Three (3) Business Days after With respect to any Pledged Mortgage, any of the mandatory delivery date items described in Section 2.2(d), upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment Commitment, if the specific any. (6) If 3 Business Days have elapsed since Lender shipped a Pledged Loan Mortgage, pursuant to Exhibit D, to a --------- Person other than an Investor or the Pledged Security backed by that Pledged Loan an Approved Custodian, and Lender has not been delivered under received payment of the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase CommitmentRelease Amount. (e) The outstanding amount of any Advance made pursuant to Section 0 shall be payable in full within 1 Business Day after the date of such Advance. (f) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c2.5(d) and 3.3(d2.5(e), if the principal amount of any Pledged Loan Mortgage is prepaid in whole or in part while a Warehousing an Advance is outstanding against such Pledged Mortgage, the Pledged Loan, Borrower must Borrowers shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower authorizes the Borrowers authorize the Lender to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account for, for the amount of the such prepayment, to be applied against the Warehousing to such Advance. (fg) The proceeds of the sale or other disposition of Pledged Assets must Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account. Borrower must The Borrowers shall give Notice to Lender in writing or by telephone or by RFConnects Delivery to the Lender (and if by telephonetelephonically, to be followed promptly by written Noticenotice) of the Pledged Assets Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the and such Pledged Assets identified by Borrower in its Notice, and those Mortgages or Pledged Assets will Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon Borrower's the Borrowers' affirmation that deposits in the Cash Collateral Account represent payments payment from Investors for the purchase of the Pledged Assets Mortgages or Pledged Securities as specified by Borrower in its Noticethe Borrowers. If In the event that the payment from an Investor for the purchase of Pledged Assets Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Assets identified by Borrower in its NoticeSecurities, Borrower must pay to Lender, and Borrower authorizes the Lender is authorized to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account in for an amount equal to that such deficiency. As long as Provided no Default or Event of Default exists, the Lender will shall return to Borrower any excess payment from an Investor for Pledged AssetsMortgages or Pledged Securities to the Borrowers. (gh) Lender reserves The Borrowers may, from time to time, prepay a portion of the right Advances pursuant to revalue this Section 0 (any Pledged Loansuch prepayment is hereafter referred to as a "Buydown"). Borrower must pay A Buydown shall not, except as set forth below, be deemed a prepayment of any particular Advances or of the Advances to Lender, without the necessity of prior demand or Notice from Lendera particular Borrower, and shall not entitle any Borrower authorizes to the release of any Collateral, but the Buydown shall be considered generally to be a reduction in the amount of Advances outstanding under this Agreement. Any Borrower may reborrow all or any portion of a Buydown, whether or not the Buydown was made by that Borrower, provided no Default or Event of Default has occurred and is continuing, upon written notice to the Lender that the Borrower desires to cause reborrow such amount. In the Funding Bank event the Lender receives a payment of Advances that would, as a result of the Buydown, reduce the outstanding principal balance of the Advances to charge an amount less than zero, the Buydowns, or a portion thereof equal to such excess, shall be re-advanced to any Borrower's Operating Account for, any amount required after any such revaluation . The Lender may apply the Buydown to reduce the principal amount of the Warehousing Advance interest on any outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanAdvances that it chooses, in its sole and absolute discretion.

Principal Payments. (ai) Borrower must pay Lender the outstanding The principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided this Note shall be payable by Maker in Section 3.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any installments of the following eventsamounts and on June 30, 2016 (the “Maturity Date”) as follows: (1A) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more each of CBTC and CBTC PA makes a payment in redemption of a portion of the representations and warranties set forth Maker’s interest in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed madesuch Subject LLC following the exercise of the first Purchase Option, or the Option Purchase Price shall be reduced by an amount equal to $[___] of each such redemption payment; (B) Borrower has failed on the date on which each of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such Subject LLC following the exercise of the second Purchase Option, the Option Purchase Price shall be reduced by an amount equal to perform or comply with any covenant$[___] of each such redemption payment; and (C) on the date on which each of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such Subject LLC following the exercise of the third Purchase Option, term or condition set forth in Article 9the Option Purchase Price shall be reduced by an amount equal to the remaining unpaid principal balance. (4ii) On the date the Pledged Loan or a Lien prior All payments of principal hereunder to Holder may be made, at Maker’s election, in immediately available funds by wire transfer to the Mortgage securing repayment of the Pledged Loan is defaulted and remains bank account set forth on Attachment III hereto or such other account as may be designated in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower writing by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three Holder at least three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or on which such payment is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitmentdue. (eiii) In addition Following completion of the Roll-up and subject to the payments required pursuant approval of Holder, the Maker may elect to Sections 3.3(a), 3.3(c) and 3.3(d), if repay the entire outstanding principal amount of any Pledged Loan is prepaid this Note plus accrued and unpaid interest in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly kind by the Investor assignment, transfer and conveyance of (A) a [__]% equity interest held by Maker in CBTC and (B) a [__]% equity interest held by Maker in CBTC PA to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged AssetsHolder. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender, the outstanding principal amount of each Warehousing Advance, together with all accrued and unpaid interest thereon, on the applicable Warehousing Advance Due Date. Notwithstanding the foregoing, Borrower must pay Lender the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances Advances, together with all accrued and unpaid interest on the portion so prepaid, without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's its Operating Account Accounts for, the amount of any outstanding Warehousing Advance Advance, together with all accrued and unpaid interest thereon, against a specific Pledged Asset Loan or Pledged Security upon the earliest occurrence of any of the following events: (1i) One (1) Business Day elapses from On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is has not closed and funded. (2ii) Three (3) Business Days elapse from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or if such Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and Borrower has not delivered Collateral Documents in compliance with the requirements of this Agreement or the related Purchase Commitment within three (3) Business Days of receipt by Borrower of Notice from Lender specifying the non-compliant items. (iii) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3iv) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect inaccurate information or fraud, on . (v) On the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed mademade or became inaccurate or incomplete in any material respect after any such date, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9. (4vi) On the date the on which a Pledged Loan or an obligation secured by a Lien prior senior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains has been in default for a period of 60 sixty (60) days or moremore (it being understood that, as provided in Section 9.1(q), no Warehousing Advance will be made against any Mortgage Loan which is in default). (5vii) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan has not been delivered under the Purchase Commitment on or prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated. (viii) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period. (ix) Upon the sale, other disposition or prepayment of any Pledged Asset Loan or Pledged Security or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4x) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5xi) Three (3) Business Days If, after the mandatory delivery date of the related Purchase Commitment if the specific giving effect to a new Warehousing Advance against a Pledged Loan or to the payment of existing Warehousing Advances against Pledged Security backed by that Pledged Loan has not Loans, any of the limitations set forth in Exhibit D have been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitmentexceeded. (ed) In addition to the payments required pursuant to by Sections 3.3(a), 3.3(c) and 3.3(d3.3(c), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's its Operating Account Accounts for, the amount of the prepayment, to be applied against the Warehousing Advance. (fe) The proceeds of the sale or other disposition of any Pledged Assets Loan or Pledged Security must be paid directly by the Investor to the Borrower’s Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets Loan or Pledged Security for which proceeds have been receivedreceived (including Notice to Lender in writing of any prepayment). Upon receipt of Borrower's such Notice, Lender will apply any proceeds deposited into the applicable Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets Loan or Pledged Security identified by Borrower in its Notice, and those such Pledged Assets Loan or Pledged Security will be considered to have been redeemed from pledgepledge to the extent the related Warehousing Advance has been paid in full. Lender is entitled to rely upon a Borrower's ’s affirmation that deposits in the applicable Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets Loan or Pledged Security specified by Borrower in its Notice. If the payment from an Investor for the purchase of a Pledged Assets Loan or Pledged Security is less than the outstanding Warehousing Advances against the such Pledged Assets Loan or Pledged Security identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account in Accounts for, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanPledged Security.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Borrowers shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must The Borrowers shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower authorizes the Borrowers authorize the Lender to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded. (2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Borrowers for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender. (3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Borrowers had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information information, or fraudthe Pledged Mortgage is defaulted and remains in default for a period of sixty (60) days or more. (4) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type. (5) For a Mortgage Loan covered by a Purchase Commitment at the time pledged hereunder three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, on or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. (6) Upon sale or other disposition of the Pledged Mortgage or, if a Pledged Mortgage is included in an Eligible Mortgage Pool, upon sale or other disposition of the related Agency Securities. (7) On the date on which Borrower knows, has reason to the Borrowers know, or receives Notice receive notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower the Borrowers by the Lender, Borrower must the Borrowers shall pay to the Lender, and Borrower authorizes the Borrowers authorize the Lender to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage upon the earliest occurrence of any of the following events: (1) For any Pledged LoanMortgage, the number of days set forth for the applicable type of Eligible Loan on Exhibit M attached hereto and made a part hereof as the "Warehouse Period elapsesPeriod" elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage. (2) For any Pledged Mortgage secured by a Second Mortgage, payment of any Lien prior to such Pledged Mortgage is delinquent, and remains delinquent for a period of sixty (60) days or more. (3) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or an Approved Custodian. (34) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to the such Pledged Loan. (4) With respect to any Pledged LoanMortgage, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date With respect to any Pledged Mortgage, any of the related Purchase Commitment if items described in Section 2.2(d), upon examination by the specific Pledged Loan Lender, are found not to be in compliance with the requirements of this Agreement or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day after the date of such Advance. (f) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c2.5(d) and 3.3(d2.5(e), if the principal amount of any Pledged Loan Mortgage is prepaid in whole or in part while a Warehousing an Advance is outstanding against such Pledged Mortgage, the Pledged Loan, Borrower must Borrowers shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Borrowers authorizes the Lender to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account for, for the amount of the such prepayment, to be applied against the Warehousing to such Advance. (fg) The proceeds of the sale or other disposition of Pledged Assets must Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account. Borrower must The Borrowers shall give Notice to Lender in writing or by telephone or by RFConnects Delivery to the Lender (and if by telephonetelephonically, to be followed promptly by written Noticenotice) of the Pledged Assets Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the and such Pledged Assets identified by Borrower in its Notice, and those Mortgages or Pledged Assets will Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon Borrower's the Borrowers' affirmation that deposits in the Cash Collateral Account represent payments payment from Investors for the purchase of the Pledged Assets Mortgages or Pledged Securities as specified by Borrower in its Noticethe Borrowers. If In the event that the payment from an Investor for the purchase of Pledged Assets Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Assets identified by Borrower in its NoticeSecurities, Borrower must pay to Lender, and Borrower authorizes the Lender is authorized to cause the Funding Bank to charge Borrower's the Borrowers' Operating Account in for an amount equal to that such deficiency. As long as Provided no Default or Event of Default exists, the Lender will shall return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Mortgages or Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Securities to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanBorrowers.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances on shall be payable in full upon the Warehousing Stated Maturity Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One hundred eighty (1180) Business Day elapses days elapse from the date a of the Existing Warehousing Advance was made if by the Lender against such Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudMortgage, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the such Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Poolpurchase, without the purchase being made or an Eligible Mortgage Pool being initially certifiedmade, or upon rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or Approved CustodianInvestor. (3) Seven Ten (710) Business Days elapse from the date a Wet Settlement Advance Collateral Document was made against delivered to the Company for correction or completion under a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage LoanTrust Receipt, without receipt by Lender of all Collateral Documents relating being returned to the Pledged LoanLender. (4) With respect to any Pledged Loan, any The Mortgage Loan is defaulted and remains in default for a period of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement thirty (30) days or the related Purchase Commitmentmore. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if and the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has Mortgage was not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, ; unless in each either case, the such Pledged Loan or Pledged Security Mortgage is eligible for delivery to another an Investor under a comparable Purchase CommitmentCommitment acceptable to the Lender. (6) Upon sale or other disposition of the Pledged Mortgage. (7) If the Pledged Mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian. (e) In addition The Company shall then give Notice to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment(telephonically, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Noticenotice) of the Pledged Assets Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into such Notice the Cash Collateral Account to the payment of the Warehousing Advances related to the against such Pledged Assets identified by Borrower in its Notice, Mortgages or Pledged Securities shall be repaid and those such Pledged Assets will Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon Borrowerthe Company's affirmation that deposits in the Cash Collateral Account represent payments payment from Investors for the purchase of the Pledged Assets Mortgages or Pledged Securities as specified by Borrower in its Noticethe Company. If In the event that the payment from an Investor for the purchase of Pledged Assets Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Assets identified by Borrower in its NoticeSecurities, Borrower must pay to Lender, and Borrower authorizes the Lender is authorized to cause the Funding Bank sank to charge Borrower's Operating Account in the Company~s account for an amount equal to that such deficiency. As long as Provided no Default or Event of Default exists, the Lender will shall return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Mortgages or Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Securities to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanCompany.

Principal Payments. (a) Borrower Borrowers must pay Lender to Credit Agent (i) for the pro rata benefit of Lenders in the case of Warehousing Advances, and (ii) for RFC in the case of Swingline Advances and RFC Direct Advances, the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d), Borrower Borrowers may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower Borrowers must pay to LenderCredit Agent for the pro rata benefit of Lenders, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower authorizes Lender Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrower's Borrowers’ Operating Account for, or reduce the Buydown by the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing an Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten Fifteen (1015) Business Days elapse without the return of a Collateral Document delivered by Lender Credit Agent to a Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan Asset is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not any Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, or on the date on which any Borrower knows, has reason to know, or receives Notice from LenderCredit Agent, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) any Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On Except in the case of Foreclosure Claim Receivables and Foreclosure Mortgage Loans, on the date the a Pledged Loan Asset or a Lien prior to the a Mortgage securing repayment of the a Pledged Loan Asset is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan, unless such foreclosure or trustee sale will give rise to a Foreclosure Claim Receivable against which the related Advance may remain outstanding hereunder. (7) If the outstanding Advances against Pledged Loans exceed the aggregate Purchase Commitments for Pledged Loans. (d) Upon telephonic or written Notice to Borrower Borrowers by LenderCredit Agent, Borrower Borrowers must pay to LenderCredit Agent for the benefit of Lenders, and Borrower authorizes Lender Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrower's Borrowers’ Operating Account for, or reduce the Buydown by, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender Credit Agent of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (5) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Credit Agent (and at the reasonable discretion of the Credit Agent), are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment, unless such non-compliance is, in Credit Agent’s reasonable judgment, readily curable. (e) In addition to the payments required pursuant to by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan Asset is prepaid in whole or in part while a Warehousing an Advance is outstanding against the Pledged LoanAsset, Borrower Borrowers must pay to LenderCredit Agent, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower authorizes Lender Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrower's Borrowers’ Operating Account for, for the amount of the prepayment, prepayment to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor or other obligor to the Cash Collateral Account. Borrower Borrowers must give Notice to Lender Credit Agent in writing or writing, by telephone or by RFConnects Delivery to Lender Credit Agent (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Borrowers’ Notice, Lender Credit Agent will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower Borrowers in its their Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender Credit Agent is entitled to rely upon Borrower's Borrowers’ affirmation that deposits in the Cash Collateral Account represent payments from Investors or obligors for the purchase of the Pledged Assets specified by Borrower Borrowers in its their Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower Borrowers in its their Notice, Borrower Borrowers must pay to LenderCredit Agent, and Borrower authorizes Lender Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrower's Borrowers’ Operating Account in in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender Credit Agent will return to Borrower Borrowers any excess payment from an Investor or obligor for Pledged Assets. For the purposes of this Section 3.3(f), payments made by check into the Cash Collateral Account will be deemed received when the check has cleared in accordance with Credit Agent’s usual procedures. (g) Lender Credit Agent reserves the right to revalue any Pledged LoanLoan that is not covered by a Purchase Commitment from Fxxxxx Mxx or Fxxxxxx Mac. Borrower Credit Agent reserves the right to revalue any Pledged Loan that is to be exchanged for an Agency Security if that Agency Security is not covered by a Purchase Commitment. Credit Agent reserves the right to revalue any other Pledged Asset. Borrowers must pay to LenderCredit Agent, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower authorizes Lender Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrower's Borrowers’ Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance Advances outstanding against the revalued Pledged Loan Eligible Asset to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property Asset multiplied by the Fair Market Value of the Eligible Asset. (h) Upon the occurrence of any event described in Section 10.1(g) with respect to Lennar, Borrowers shall, at the request of Credit Agent or Majority Lenders, repay all Advances outstanding against Agreements for Deed, Construction/Perm Mortgage LoanLoans and Unimproved Land Loans, and no further Advances will thereafter be made against Agreements for Deed, Construction/Perm Mortgage Loans or Unimproved Land Loans. (i) Prior to the occurrence of an Event of Default and acceleration of all Advances outstanding hereunder or termination of the Warehousing Commitment or the RFC Direct Commitment, amounts received by Credit Agent as proceeds of the sale or other disposition of Pledged Assets, shall be allocated among Lenders as follows: (1) With respect to proceeds from the disposition of Pledged Assets other than Third-Party Builder Construction Loans and Unimproved Land Loans, first, to RFC until the aggregate outstanding principal amount of the Swingline Advances have been paid in full; and second, pro rata to Lenders in accordance with their respective Percentage Shares, until the principal amount of the related Warehousing Advances have been paid in full. (2) With respect to proceeds from the disposition of Third-Party Builder Construction Mortgage Loans and Unimproved Land Loans, to RFC until the principal amount of the related RFC Direct Advances have been paid in full. (3) Finally, the balance, if any, to Borrower. Following the occurrence of an Event of Default and acceleration of any Obligations outstanding hereunder or termination of the Warehousing Commitment or the RFC Direct Commitment, all amounts received by Credit Agent on account of the Obligations shall be disbursed by Credit Agent in accordance with the provisions of Section 10.3 hereof. (j) In addition to the payments required pursuant to Sections 3.3(a) – 3.3(i), Borrower shall repay the Warehousing Advances, RFC Direct Advances and Swingline Advances as set forth in Exhibit H.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, other than an Aged Mortgage Loan, the Standard Warehouse Period elapses and, for any Aged Mortgage Loan, the Aged Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, Loan other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (5) Twenty (20) Business Days elapse from the date a Wet Settlement Advance was made against a Repurchased Mortgage Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (6) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (e) In addition to the payments required pursuant to by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Except as set forth herein, all payments of principal shall be first applied to the reduction of principal outstanding under Note B and second applied to the reduction of principal outstanding under Note A or as otherwise directed by Borrower. Upon the sale of a Mortgaged Property, the Borrower must shall pay Lender to the outstanding Agent an amount equal to the Mortgage Release Price payable in respect thereof, and such Mortgage Release Price payment when received by the Agent, shall be applied in reduction of the principal amount balance of all Warehousing Advances the Revolving Facility in such order as Agent may determine in its sole discretion. Notwithstanding the foregoing provisions, during the continuance of an Event of Default, any Mortgage Release Price payment received by the Agent may be applied, in the discretion of the Lenders, in reduction of any accrued and unpaid interest on the Warehousing Maturity Date. (bRevolving Facility or any outstanding Advance made pursuant to Section 5.01(c) Except hereof, so long as provided in Section 3.1(d), the Agent provides to Borrower may prepay any portion all documents necessary to release the Mortgaged Property being sold. At the request of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account forAgent, the amount Borrower will furnish to the Agent copies of any outstanding Warehousing Advance against a specific Pledged Asset upon closing statement, purchase agreement and similar documents relating to the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return sale of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien Mortgaged Property prior to the Mortgage securing repayment release by the Agent of the Pledged Loan is defaulted and remains in default for a period security with respect to such Mortgaged Property. During the term of 60 days or more. (5) Upon the saleRevolving Facility, other disposition or prepayment upon the Agent’s receipt of any Pledged Asset or, the Mortgage Release Price with respect to a Pledged Loan included in an Eligible Mortgage PoolMortgaged Property, upon the sale or Agent will release the applicable Mortgaged Property and all other disposition security of the related Agency Security. (6) One (1) Business Day immediately preceding Lenders encumbering such Mortgaged Property by the date scheduled for prompt delivery of appropriate documents duly authorized and executed and in accordance with the foreclosure or trustee sale law of the premises securing State in which the Mortgaged Property is located to fully and completely release any security interest of Lenders encumbering such Mortgaged Property. Notwithstanding anything contained herein to the contrary, as a Pledged Loan. (d) Upon telephonic or written Notice condition to any release Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of shall have satisfied the following eventsconditions prior to the Agent’s release of a Mortgaged Property: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no a. No Conditional Default or Event of Default exists, Lender will return shall exist; b. Borrower shall have provided to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount Agent a proforma Borrowing Base Certificate as of the Warehousing Advance outstanding against end of the revalued Pledged Loan to an amount equal previous calendar month and a proforma Compliance Certificate as of the end of the previous calendar quarter, demonstrating Borrower’s compliance with the terms of this Agreement after giving effect to the Advance Rate for release of such Mortgaged Property; and c. Borrower shall pay all costs and expenses reasonably incurred by Agent in connection with the applicable type release of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loansuch Mortgaged Property.

Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity shall be payable in full upon Termination Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge Borrower's Operating Account for, or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender’s possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan upon the earliest occurrence of any of the following events: (1) One The expiration of ninety (190) Business Day elapses days from the date a Warehousing of any Advance was made if the Pledged for any Mortgage Loan to be funded by that Warehousing Advance is not closed and funded.(excluding Aged Mortgage Loans); (2) Ten The expiration of thirty (1030) Business Days elapse days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the return purchase being made, or upon rejection of a Collateral Document delivered the Mortgage Loan as unsatisfactory by an Investor and without such Mortgage Loan being redelivered by such Investor to the Lender and continuing thereafter to Borrower under a Trust Receipt for correction or completion.qualify as an Eligible Mortgage Loan hereunder; (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge The expiration of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Fortyforty-five (45) days elapse from the date a Pledged Mortgage Loan was is delivered to an Investor or Approved Custodian the certificating custodian acceptable to the Lender for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection issuance of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian.Mortgage-backed Security; (34) Seven The expiration of five (75) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged such Mortgage Loan, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.; (5) Three The expiration of ten (10) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed; (6) The Mortgage Loan is not or ceases to be an Eligible Mortgage Loan; (7) The expiration of three (3) Business Days after the mandatory delivery date of on which the related Purchase Commitment Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Pledged Mortgage Loan or the Pledged Security backed by that Pledged Loan has was not been delivered under the Purchase Commitment prior to such mandatory delivery datetermination, expiration or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.cancellation; and (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount 8) Upon sale of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been receivedMortgage Loan. Upon receipt of Borrower's Noticesuch payment by the Lender, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge. , and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender is entitled to rely upon Borrower's affirmation that deposits the Company. (d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the operating account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender’s possession for the payment thereof) the principal payments in the Cash Collateral Account represent payments from Investors for amounts and on the purchase of dates specified below: (1) On the date a Pledged Assets specified by Borrower in its Notice. If the Mortgage becomes an Aged Mortgage Loan, a principal payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation necessary to reduce the principal amount of the Warehousing Advance outstanding unpaid Advances against the revalued Pledged such Aged Mortgage Loan to an amount equal to ninety percent (90%) of the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Collateral Value of such Aged Mortgage Loan as of such date; (2) Thirty (30) days following the date a Pledge Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to an amount equal to eighty percent (80%) of the Collateral Value of such Aged Mortgage Loan as of such date; (3) Sixty (60) days following the date a Pledge Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances against such Aged Mortgage Loan to an amount equal to seventy percent (70%) of the Collateral Value of such Aged Mortgage Loan as of such date; (4) Ninety (90) days following the date a Pledge Mortgage becomes an Aged Mortgage Loan, an amount equal to the balance of the aggregate outstanding unpaid Advances against such Aged Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On Except in the case of a Nonperforming Mortgage Loan, on the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged LoanLoan (provided, that a Warehousing Advance may be against the resulting REO Property to the extent provided, and under the outstanding terms and conditions set forth in this Agreement). (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, other than an Aged Mortgage Loan, the Standard Warehouse Period elapses and, for any Aged Mortgage Loan, the Aged Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, Loan other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (5) Twenty (20) Business Days elapse from the date a Wet Settlement Advance was made against a Repurchased Mortgage Loan without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (6) For a Warehousing Advance against REO Property, on the date that is the earlier of (A) 365 days from the date of the Warehousing Advance against the related Pledged Loan, (B) the sale, transfer or other disposition of the REO Property, or (C) the date that the Receivable related to the REO Property against which the Warehousing Advance was made is collected by Borrower. (7) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement which non-compliance continues for a period of 10 days after Notice. (e) In addition to the payments required pursuant to by Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part an amount of $10,000 or more while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's ’s Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's ’s affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account in in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged LoanLoan or REO Property. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's ’s Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan or REO Property to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanLoan or REO Property.

Principal Payments. (a) Except as set forth herein, all payments of principal shall be first applied to the reduction of Advances for working capital purposes or as otherwise directed by Borrower. Upon the sale of a Mortgaged Property, the Borrower must shall pay Lender to the outstanding Agent an amount equal to the Mortgage Release Price payable in respect thereof, and such Mortgage Release Price payment when received by the Agent, shall be applied in reduction of the principal amount balance of all Warehousing Advances the Loan. Notwithstanding the foregoing provisions, during the continuance of an Event of Default, any Mortgage Release Price payment received by the Agent may be applied, in the discretion of the Lenders, in reduction of any accrued and unpaid interest on the Warehousing Maturity Date. (bLoan or any outstanding Advance made pursuant to Section 5.01(c) Except hereof, so long as provided in Section 3.1(d), the Agent provides to Borrower may prepay any portion all documents necessary to release the Mortgaged Property being sold. At the request of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account forAgent, the amount Borrower will furnish to the Agent copies of any outstanding Warehousing Advance against a specific Pledged Asset upon closing statement, purchase agreement and similar documents relating to the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return sale of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien Mortgaged Property prior to the Mortgage securing repayment release by the Agent of the Pledged Loan is defaulted and remains in default for a period security with respect to such Mortgaged Property. During the term of 60 days or more. (5) Upon the saleLoan, other disposition or prepayment upon the Agent's receipt of any Pledged Asset or, the Mortgage Release Price with respect to a Pledged Loan included in an Eligible Mortgage PoolMortgaged Property, upon the sale or Agent will release the applicable Mortgaged Property and all other disposition security of the related Agency Security. (6) One (1) Business Day immediately preceding Lenders encumbering such Mortgaged Property by the date scheduled for prompt delivery of appropriate documents duly authorized and executed and in accordance with the foreclosure or trustee sale law of the premises securing State in which the Mortgaged Property is located to fully and completely release any security interest of Lenders encumbering such Mortgaged Property. Notwithstanding anything contained herein to the contrary, as a Pledged Loan. (d) Upon telephonic or written Notice condition to any release Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of shall have satisfied the following eventsconditions prior to the Agent's release of a Mortgaged Property: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no a. No Conditional Default or Event of Default existsshall exist; b. Borrower shall have provided to Agent a proforma Borrowing Base Certificate as of the end of the previous calendar month and a proforma Compliance Certificate as of the end of the previous calendar quarter, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge demonstrating Borrower's Operating Account for, any amount required compliance with the terms of this Agreement after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal giving effect to the Advance Rate for release of such Mortgaged Property; c. Borrower shall pay all costs and expenses reasonably incurred by Agent in connection with the applicable type release of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loansuch Mortgaged Property.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One hundred eighty (180) days elapse from the date of the initial Warehousing Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool. (2) Sixty (60) days elapse from the date the Pledged Mortgage was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor. (3) One (1) Business Day elapses from the date a Warehousing Wet Settlement Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Wet Settlement Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage required to be delivered to the Pledged Loan. Lender within such seven (47) With respect Business Day period pursuant to any Pledged LoanExhibit D-SF hereto, any of the or such ------------ Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Ten (10) Business Days elapse from the date a Collateral Document was delivered to the Company for correction or completion under a Trust Receipt, without being returned to the Lender, and one (1) Business Day elapses after the Lender's demand in writing to the Company for payment of such Advance. (6) On the date on which a Pledged Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information that the Lender determines, in the reasonable exercise of its judgement, to be material, whether or not the Company had knowledge of such misrepresentation or incorrect information, or the Pledged Mortgage is defaulted and remains in default for a period of sixty (60) days or more. (7) For any Pledged Mortgage, the Company fails to deliver to the Lender all documents required to be delivered under Section 2.2(d) hereof within the time frame specified in such Section, or such items, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (8) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if and the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has Mortgage was not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, ; unless in each case, the such Pledged Loan or Pledged Security Mortgage is eligible for delivery to another an Investor under a comparable Purchase CommitmentCommitment acceptable to the Lender. (9) Upon sale, maturity or other disposition of the Pledged Mortgage. (10) If the Pledged Mortgage is included in a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not an Eligible Mortgage Pool, within two (2) Business Days after delivery of the Pledged Mortgages to the pool custodian. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal The outstanding amount of any Pledged Loan is prepaid Advance made pursuant to Section 2.2(f) shall be payable in whole or in part while a Warehousing Advance is outstanding against full within one (1) Business Day after the Pledged Loan, Borrower must pay to Lender, without the necessity date of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing such Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding The unpaid principal amount of all Warehousing Advances each Advance hereunder shall be payable in full on the Warehousing Stated Maturity DateDate set forth in the related Note or, if earlier, on the date to which the maturity of such Advance is accelerated pursuant to the provisions of this Agreement. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must All payments of outstanding Advances from the proceeds of the sale or other disposition of Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (d) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One Sixty (160) Business Day elapses days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in a Warehousing Mortgage Pool. (2) On the date an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded. (23) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completion. (3) On Receipt, without being returned to the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or moreapplicable grace and cure periods have expired. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has Mortgage was not been delivered under the Purchase Commitment prior to such mandatory delivery date, date or on the Purchase Commitment is terminated. (6) On the date the related Purchase Commitment expires Pledged Mortgage is rejected by an Investor. (7) Upon sale or is terminated, unless, in each case, other disposition of the Pledged Loan or Mortgage. (8) If the Pledged Security Mortgage is eligible for delivery to another Investor under included in a comparable Purchase CommitmentMortgage Pool, then upon sale of the Mortgage-backed Security. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal The outstanding amount of any Pledged Loan is prepaid Advance made pursuant to Section 2.2(g) shall be payable in whole or in part while a Warehousing Advance is outstanding against full within one (1) Business Day after the Pledged Loan, Borrower must pay to Lender, without the necessity date of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing such Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must Company shall give Notice to the Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into such Notice the Cash Collateral Account to the payment of the Warehousing Advances related to the against such Pledged Assets identified by Borrower in its Notice, Mortgages or Pledged Securities shall be repaid and those such Pledged Assets will Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon Borrowerthe Company's affirmation that deposits in the Cash Collateral Account represent payments payment from Investors for the purchase of the Pledged Assets Mortgages or Pledged Securities as specified by Borrower in its Noticethe Company. If In the event that the payment from an Investor for the purchase of Pledged Assets Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Assets identified by Borrower in its NoticeSecurities, Borrower must pay to Lender, and Borrower authorizes the Lender is authorized to cause the Funding Bank to charge Borrowerthe Company's Operating Account in account for an amount equal to that such deficiency. As long as Provided no Default or Event of Default exists, the Lender will shall return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Mortgages or Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Securities to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanCompany.

Principal Payments. (a) Borrower must pay Lender Administrative Agent on behalf of Lenders, the outstanding principal amount of each Warehousing Advance, together with all accrued and unpaid interest thereon, on the applicable Warehousing Advance Due Date. Notwithstanding the foregoing, Borrower must pay Administrative Agent on behalf of Lenders the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances Advances, together with all accrued and unpaid interest on the portion so prepaid, without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity Administrative Agent on behalf of prior demand or Notice from LenderLenders, and Borrower authorizes Lender to cause the Funding Bank Administrative Agent to charge Borrower's its Operating Account Accounts for, the amount of any outstanding Warehousing Advance Advance, together with all accrued and unpaid interest thereon, against a specific Pledged Asset Loan or Pledged Security upon the earliest occurrence of any of the following events: (1i) One (1) Business Day elapses from On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is has not closed and funded. (2ii) Three (3) Business Days elapse from the date a Warehousing Advance was made against a Pledged Loan, without receipt of the Collateral Documents relating to that Pledged Loan required to be delivered on that date, or if such Collateral Documents, upon examination by the Administrative Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and Borrower has not delivered Collateral Documents in compliance with the requirements of this Agreement or the related Purchase Commitment within three (3) Business Days of receipt by Borrower of Notice from the Administrative Agent specifying the non-compliant items. (iii) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender the Administrative Agent to Borrower under a Trust Receipt for correction or completion. (3iv) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect inaccurate information or fraud, on . (v) On the date on which Borrower knows, has reason to know, or receives Notice from LenderAdministrative Agent, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed mademade or became inaccurate or incomplete in any material respect after any such date, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9. (4vi) On the date the on which a Pledged Loan or an obligation secured by a Lien prior senior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains has been in default for a period of 60 sixty (60) days or moremore (it being understood that, as provided in Section 9.1(q), no Warehousing Advance will be made against any Mortgage Loan which is in default). (5vii) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan has not been delivered under the Purchase Commitment on or prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated. (viii) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period. (ix) Upon the sale, other disposition or prepayment of any Pledged Asset Loan or Pledged Security or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4x) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by LenderAdministrative Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5xi) Three (3) Business Days If, after the mandatory delivery date of the related Purchase Commitment if the specific giving effect to a new Warehousing Advance against a Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding existing Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account forLoans, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loanlimitations set forth in Exhibit D have been exceeded.

Principal Payments. (a) Borrower must pay Lender Credit Agent the outstanding principal amount of all Warehousing Advances together with all accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)3.1, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by LenderCredit Agent, Borrower must pay to LenderCredit Agent, and Borrower authorizes Lender to cause the Funding Bank Credit Agent to charge Borrower's its Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from For any Pledged Loan, the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved CustodianShipped Period elapses. (3) Seven On the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance has not closed and funded. (74) One (1) Business Days elapse Day elapses from the date a Wet Settlement Warehousing Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all the Collateral Documents relating to the that Pledged Loan. (4) With respect Loan required to any Pledged Loanbe delivered on that date, any of the or such Collateral Documents, upon examination by LenderCredit Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three Ten (310) Business Days elapse without the return of a Collateral Document delivered by Credit Agent to Borrower under a Trust Receipt for correction or completion. (6) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or inaccurate information or fraud. (7) On the date on which Borrower knows, has reason to know, or receives Notice from Credit Agent, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made or became inaccurate or incomplete after any such date, or (B) Borrower has failed to perform or comply with any covenant, term or condition applicable to it set forth in Article 9. (8) On the date on which a Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan has been in default for a period of 60 days or more (it being understood that, as provided in Section 9.2(o), no Warehousing Advance will be made against any Mortgage Loan which is in default). (9) On the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, . (10) Three (3) Business Days after the date a Pledged Loan is rejected for purchase by an Investor unless another Purchase Commitment is provided within that three (3) Business Day period. (11) Upon the sale, other disposition or prepayment of any Pledged Security is eligible for delivery Asset or, with respect to another Investor under a comparable Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (12) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Credit Agent, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (e13) If, after giving effect to a new Warehousing Advance against a Pledged Loan or to the payment of existing Warehousing Advances against Pledged Loans, any of the limitations set forth in Exhibit C have been exceeded. (d) In addition to the payments required pursuant to by Sections 3.3(a), 3.3(c) and 3.3(d3.3(b), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to LenderCredit Agent, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank Credit Agent to charge Borrower's its Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (fe) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Borrower’s Cash Collateral Account. Borrower must give Notice to Lender Credit Agent in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's ’s Notice, Lender Credit Agent will apply any proceeds deposited into the applicable Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledgepledge to the extent the related Warehousing Advance has been paid in full. Lender Credit Agent is entitled to rely upon Borrower's ’s affirmation that deposits in the applicable Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to LenderCredit Agent, and Borrower authorizes Lender to cause the Funding Bank Credit Agent to charge Borrower's ’s Operating Account in for, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender Credit Agent will return to Borrower any excess payment from an Investor for Pledged Assets. (gf) Lender Credit Agent reserves the right to revalue any Pledged LoanLoan or Pledged Security. Borrower must pay to LenderCredit Agent, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower authorizes Lender to cause the Funding Bank Credit Agent to charge Borrower's ’s Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan or Pledged Security to an amount equal to the Advance Rate for the applicable type of Eligible Pledged Loan or REO Property Pledged Security multiplied by the Fair Market Value of the Mortgage LoanPledged Loan or Pledged Security. (g) Without duplication of any payment made pursuant to Section 3.3(h), in the event that the outstanding principal amount of the Loan at any time exceeds the Warehousing Commitment Amount, Borrower must pay to Credit Agent, without the necessity of prior demand or Notice from Credit Agent, and Borrower authorizes Credit Agent to charge Borrower’s Operating Account for, any amount required after to reduce the principal amount of the Loan to an amount equal to the lesser of the Warehousing Commitment Amount and the then aggregate Warehousing Collateral Value. (h) Without duplication of any payment made pursuant to Section 3.3(g), in the event that the aggregate amount of outstanding Warehousing Advances made by a Lender exceed such Lender’s Warehousing Commitment Amount, Borrower must pay to Credit Agent, for payment to such Lender, without the necessity of prior demand or Notice from Credit Agent, and Borrower authorizes Credit Agent to charge Borrower’s Operating Account for, any amount required after to reduce the aggregate amount of outstanding Warehousing Advances made by such Lender to an amount equal to such Lenders’ Warehousing Commitment Amount.

Principal Payments. (ai) Borrower On the Expiration Date the Company must pay Lender Credit Agent the then outstanding principal amount balance of the Advances, together with all Warehousing Advances on accrued and unpaid interest thereon and any unpaid costs, expenses and other amounts due under the Warehousing Maturity DateFacility. (bii) Except as provided in Section 3.1(d), Borrower The Company may prepay any portion of the Warehousing Advances Facility without premium or penalty at any time, subject to payment of amounts specifically provided for herein resulting from such payment. (ciii) Borrower The Company must pay to Lender, without the necessity of prior demand or Notice from LenderCredit Agent, and Borrower the Company authorizes Lender to cause the Funding Bank Credit Agent to charge Borrower's Operating Account for, the Company’s money market account (account no. ) maintained at the Credit Agent and entitled “Investable Capital Account” for the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1a) One For any Collateral Mortgage Loan, the Warehouse Period elapses. (1b) Business Day elapses from For any Collateral Mortgage Loan, more than forty-five (45) days has elapsed since such Collateral Mortgage Loan was sent to an Approved Investor, or the custodian acceptable to Credit Agent of an Approved Investor, for examination and purchase under a Commitment. (c) On the date a Warehousing an Advance was made (or the Business Day thereafter, in jurisdictions where table-funding is prohibited) if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (d) At the option of the Credit Agent, in its sole discretion, two (2) Ten (10) Business Days elapse Day elapses from the date an Advance was made against a Pledged Loan, without receipt of the return Mortgage Documents relating to that Pledged Loan required to be delivered on that date, or such Mortgage Documents, upon examination by Credit Agent or its custodian, are found not to be in compliance with the requirements of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction this Agreement or completionthe related Commitment. (3e) On the date on which a Pledged Loan is determined to have been originated based on material untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on . (f) On the date on which Borrower the Company knows, has reason to know, or receives Notice notice from LenderCredit Agent, that (A) one or more of the representations and warranties with respect to Mortgage Loans set forth in Article 9 this Agreement were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower the Company has failed to perform or comply with any covenant, term or condition applicable to such Pledged Asset as set forth in Article 9this Agreement. (4g) On the date the Pledged Loan or a Lien lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default defult for a period of 60 30 days or moremore (provided, however, senior liens are permitted only to the extent permitted under the DUS Program). (5h) On the mandatory delivery date of the related Commitment, if applicable, if the specific Pledged Loan has not been delivered under the Commitment prior to such mandatory delivery date, or on the date the related Commitment expires or is terminated. (i) Three (3) Business Days after the date a Pledged Mortgage is rejected for purchase by an Approved Investor unless another Commitment is provided within that three (3) Business Day period. (j) Upon the sale, other disposition or prepayment in full of any Pledged Asset or, with respect to a Pledged Collateral Mortgage Loan included in an Eligible Mortgage PoolMBS, upon the sale or other disposition of the related Agency Securitysuch MBS. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4k) With respect to any Pledged Collateral Mortgage Loan, any of the Mortgage Documents relating to such Collateral DocumentsMortgage Loan, upon examination by LenderCredit Agent or its custodian, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5iv) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if If the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing an Advance is outstanding against the such Pledged Loan, Borrower and as a result the then Borrowing Base would be exceeded, the Company must pay to LenderCredit Agent, without the necessity of prior demand or Notice notice from LenderCredit Agent, and Borrower the Company authorizes Lender Credit Agent, upon notice to cause the Funding Bank Company, to charge Borrower's Operating the Investable Capital Account for, the amount of the such partial prepayment, to be applied against the Warehousing applicable Advance, and thereafter to the then outstanding principal amount under the Facility. (fv) The proceeds of the sale or sale, other disposition or repayment of Pledged Assets must be paid directly by the Xxxxxx Xxx or other Approved Investor or other obligor by wire transfer to the Cash Collateral Account. Borrower Upon the Company’s receipt of notice that such proceeds have been received, the Company must give Notice notice to Lender Credit Agent in writing writing, or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) notice, of the Pledged Assets for which proceeds of refinancing, payment, modification, sale or other disposition have been received. Upon receipt of Borrower's Noticethe Company’s notice, Lender Credit Agent will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower the Company in its Noticenotice, and those Pledged Assets will be considered to have been redeemed from pledgepledge if the related Advance has been paid in full, and any excess amounts shall be applied to the then remaining outstanding principal balance of the Facility. Lender Credit Agent is entitled to rely upon Borrower's the Company’s affirmation that deposits in the Cash Collateral Account represent payments from Investors for proceeds of the purchase or repayment of the Pledged Assets specified by Borrower the Company in its Noticenotice. If the payment from an Investor for the purchase or repayment of Pledged Assets of the Company is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower the Company in its Noticenotice, Borrower the Company must immediately, and in any event by the next Business Day, pay to LenderCredit Agent, and Borrower the Company authorizes Lender to cause the Funding Bank Credit Agent to charge Borrower's Operating the Investable Capital Account in in, an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any Credit Agent’s security interest therein shall not terminate until such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loanpayment has been made.

Principal Payments. Borrower shall not make any principal payments on any subordinated or unsecured debt instruments or related documents unless and until 105 days have passed since the Maturity Date without a voluntary or involuntary petition having been filed against Borrower under the federal bankruptcy laws during that period, other than (a) Borrower must pay Lender scheduled payments of Senior Unsecured Notes and the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. Senior Subordinated Notes; (b) Except as provided in Section 3.1(d), payments under debt instruments between and among Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. and its Subsidiaries; (c) Borrower must pay prepayment, redemption or purchase of an aggregate of up to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any $50,000,000 of the following events: (1) One (1) Business Day elapses from Senior Unsecured Notes and/or the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. Senior Subordinated Notes; (d) Upon telephonic redemption or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause repurchase of Senior Unsecured Notes and/or Senior Subordinated Notes with the Funding Bank to charge Borrower's Operating Account for, proceeds of the amount issuance of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. equity securities; (e) In addition to repayment of Senior Unsecured Notes with the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by any non-current assets in accordance with the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender provisions and limitations of Section 4.4 hereof; (and if by telephone, followed promptly by written Noticef) prepayment of the Pledged Assets for which Senior Unsecured Notes and/or Senior Subordinated Notes with the proceeds have been received. Upon receipt of Borrower's Noticea refinancing thereof, Lender will apply provided that such refinancing does not require any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Noticeprincipal payments until September 21, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. 2011; (g) Lender reserves from and after the right first date on which the Leverage Ratio (as defined in the CoBank Credit Agreement) is equal to revalue any Pledged Loan. Borrower must pay or less than 0.50x, there shall be no restrictions on prepayment of existing Senior Unsecured Notes and/or Senior Subordinated Notes; (h) prepayments required on account of asset sales, change of control, equity issuances, or similar events; (i) repayment of Foreign Subsidiary Debt; (j) repayment of amounts owing pursuant to Lender, without or in connection with the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount Grower Settlement Agreements existing as of the Warehousing Advance outstanding against Effective Date in an aggregate amount not to exceed $1,000,000; (k) repayment or refinancing of amounts due in connection with the revalued Pledged Debt permitted under Section 10.1(h) and (i); (l) prepayment of amounts under this Term Loan Agreement; (m) payments of up to an amount equal to $100,000,000 as permitted by Section 10.1(f) hereof and (n) prepayment of a Permitted Capital Raising Transaction with the Advance Rate for the applicable type proceeds of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loana refinancing thereof.

Principal Payments. (a) Borrower must Unless earlier payment is required under this Agreement, the Borrowers shall pay Lender to the Banks on the Termination Date the entire outstanding principal amount of the Revolving Credit Loans. (b) Unless earlier payment is required under this Agreement, the Borrowers shall, on the maturity date of any Bid-Option Loan, pay to the Bank of such Bid-Option Loan the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timesuch Loan. (c) The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty in the case of Revolving Credit Loans, provided that (i) a Borrower must pay may not prepay any portion of any Loan as to Lender, without the necessity which an election for continuation of prior demand or Notice from Lenderconversion to a Fixed Rate Revolving Credit Loan is pending pursuant to Section 2.9, and (ii) unless earlier payment is required under this Agreement or unless Borrower authorizes Lender pays all amounts required pursuant to cause Section 3.8, any Fixed Rate Revolving Credit Loan or Bid-Option Loan may only be prepaid on the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any last day of the following events: then current Interest Period with respect to such Loan and (1iii) One (1) such prepayment shall only be permitted if the Treasury Manager shall have given notice thereof on the Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan of such prepayment with respect to be funded by that Warehousing Advance is prepayment of Floating Rate Loans and Negotiated Rate Loans and not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. less than three (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, Interbank Business Days notice thereof with respect to a Pledged prepayment of Interbank Offered Rate Loans, such notice specifying the Loan included in an Eligible Mortgage Poolor portion thereof to be so prepaid and shall have paid to the Banks, upon the sale or other disposition together with such prepayment of the related Agency Security. (6) One (1) Business Day immediately preceding principal, all accrued interest to the date scheduled for of payment on such Loan or portion thereof so prepaid and all amounts owing to the foreclosure Banks under Section 3.8 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or trustee sale of portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the premises securing a Pledged Loanspecified date. (d) Upon telephonic or written Notice If, pursuant to Borrower by LenderSection 2.9, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certifiedBorrowing, or upon rejection of a Pledged Loan as unsatisfactory by an Investor portion thereof, is continued or Approved Custodian. (3) Seven (7) Business Days elapse from converted, such Borrowing or portion thereof shall be repaid on the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date last day of the related Purchase Commitment if Interest Period in the specific Pledged Loan Permitted Currency in which such Borrowing is then denominated and (i) in the case of any conversion, the Agent shall readvance to the Borrower making such request the Equivalent of the Original Dollar Amount of the Borrowing or portion thereof as has been so repaid by the Pledged Security backed Borrower in the Permitted Currency requested pursuant to Section 2.7, and (ii) in the case of any continuation when the aggregate outstanding amount of Revolving Credit Advances exceeds 90% of the aggregate Commitments, the Agent shall readvance to the Borrower the same amount of such Permitted Currency as has been so repaid. The Agent shall provide notice to the Company of the activation of clause (ii) above. For purposes of effecting the repayment required by that Pledged Loan has not been delivered under this Section 3.1(d), the Purchase Commitment prior to Agent shall apply the proceeds of such mandatory delivery date, readvance toward the repayment of such Borrowing or portion thereof on the date last day of the related Purchase Commitment expires or is terminated, unless, in each caseInterest Period. In the case of any conversion, the Pledged Loan or Pledged Security is eligible for delivery Agent shall be deemed to another Investor under a comparable Purchase Commitment. (e) In addition to have applied the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for such Advance toward the purchase of the Pledged Assets specified by Borrower in its NoticePermitted Currency to be repaid and to have applied the proceeds of such purchase toward such repayment. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal application there shall remain owing an amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Permitted Currency due to the Advance Rate Agent, for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value benefit of the Mortgage LoanBanks, or if an excess of such Permitted Currency shall result, such Borrower shall pay to the Banks, or the Banks shall pay to such Borrower the amount of such deficiency or such excess. In the case of any continuation described in clause (ii) above, on the last day of such Interest Period, the Original Dollar Amount of such Borrowing or portion thereof shall be adjusted to the amount in Dollars resulting from the conversion of the amount of such Permitted Currency so readvanced to Dollars determined two (2) Business Days prior to such day. On the date of each such conversion or continuation, if the Dollar Equivalent on such date of all Advances, including the Advances being continued or converted, exceeds the aggregate Commitments of the Banks, the Borrower shall take the following actions in the following order until such excess of the Dollar Equivalent of all Advances over the aggregate Commitments of the Banks is eliminated: (a) on such date, first, reduce or withdraw any pending request for a new Advance in Dollars to be made on such date, second, repay in Dollars any Floating Rate Loan denominated in Dollars then outstanding, and third, reduce the amount of, or repay, in the Permitted Currency in which such Borrowing is denominated, any Advance which the Borrower has requested to be converted or continued on such date, and (b) on the last day of each Interbank Interest Period ending thereafter, reduce the amount of, or repay in the Permitted Currency in which such Borrowing is denominated, any Advance which the Borrower has requested to be converted or continued on such last day.

Principal Payments. (a) Borrower must pay Lender Lenders the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower must pay Lenders the outstanding principal amount of the Term Loan Advances on the Term Loan Maturity Date. (c) Borrower may prepay any portion of the Warehousing Advances, Term Loan Advances and Swingline Advances without premium or penalty at any time. (cd) Borrower must pay to LenderCollateral Agent, for distribution to the Credit Agent for the benefit of the Lenders, without the necessity of prior demand or Notice from LenderCredit Agent or Collateral Agent, and Borrower authorizes Lender Credit Agent to cause the Funding Bank to charge Borrower's Operating Account forand the Collateral Agent to charge any account of Borrower (other than any trust or escrow account) with it, for the amount of any outstanding Warehousing Advances or Swingline Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan that was to be have been funded by that Warehousing Advance is not closed and funded. (2) Ten Fifteen (1015) Business Days calendar days elapse without the return of a Collateral Document delivered by Lender Collateral Agent to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, or on the date on which Borrower knows, or has reason to know, or receives Notice from LenderCredit Agent, that (A) one or more of the representations and warranties set forth in Article 9 10 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 30 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset, the date that any Pledged Asset is collected by Borrower, or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (de) Upon telephonic or written facsimile Notice to Borrower by LenderCollateral Agent, Borrower must pay to LenderCollateral Agent, for distribution to the Credit Agent for the benefit of the Lenders, and Borrower authorizes Lender Credit Agent to cause the Funding Bank to charge Borrower's Operating Account forand the Collateral Agent to charge any account of Borrower (other than any trust or escrow account) with it, for the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days or, in the case of a Bond Program Mortgage Loan, 60 days, elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven Nine (79) Business Days calendar days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender Collateral Agent of all Collateral Required Documents relating to the Pledged Loan, or the Required Documents, upon examination by Collateral Agent, do not comply with the requirements of this Agreement or the Collateral Agency Agreement. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by LenderCollateral Agent (and at the reasonable discretion of the Credit Agent and the Collateral Agent), are found not to be in compliance with the requirements of this Agreement or the related Purchase CommitmentAgreement. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (ef) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c4.3(d) and 3.3(d4.3(e), if the principal amount of any Pledged Loan or Other Eligible Assets is prepaid in whole or in part while Warehousing Advances or a Warehousing Swingline Advance is are outstanding against the Pledged LoanLoan or Other Eligible Asset, Borrower must pay to LenderCredit Agent, without the necessity of or prior demand or Notice from LenderCredit Agent or Collateral Agent, and Borrower authorizes Lender Credit Agent to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance or Swingline Advance. (fg) The proceeds of the sale or sale, other disposition or collection of Pledged Assets must be paid directly by the Investor or other Obligor to the Cash Collateral Settlement Account. Borrower must give Notice to Lender in writing or Collateral Agent (by telephone or by RFConnects Delivery to Lender (electronic mail, and if by telephone, followed promptly by written Noticenotice) of the Pledged Assets for which proceeds have been receivedreceived no later than 11:00 a.m. on the date on which Borrower wants such proceeds applied to the Advances. Upon receipt of Borrower's Notice, Lender Collateral Agent will apply any disburse such proceeds deposited into to the Cash Collateral Account and notify the Credit Agent to apply such proceeds to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender Collateral Agent is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Settlement Account represent payments from Investors or obligors for the purchase or in payment of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor or obligor for the purchase or in payment of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender Credit Agent to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender Credit Agent will return to Borrower any excess payment from an Investor or other Obligor for Pledged AssetsAssets unless the Majority Lenders instruct the Credit Agent otherwise. For purposes of this Section 4.3(g), payments made by check into the Settlement Account shall be deemed received when the check has cleared in accordance with the Collateral Agent's usual procedures. (gh) Lender reserves If at any time the right to revalue any Pledged Loan. aggregate outstanding principal balance of all Term Loan Advances exceeds the Servicing Collateral Value, Borrower must pay to Lender, without shall prepay the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause Term Loan Advances in the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of such excess. If at any time the aggregate outstanding principal balance of all Term Loan Advances and Warehousing Advance outstanding Advances made against Other Eligible Assets exceeds 90% of the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market most recent Appraisal Value of the Mortgage Loan.Servicing Portfolio (adjusted to reflect additions to and deletions from the Eligible Servicing Portfolio since the date of the relevant Appraisal), Borrower shall prepay the following types of Advances, in order, in the amount of such excess:

Principal Payments. (a) Borrower must pay Lender the The outstanding unpaid principal amount of all Warehousing Advances on the Warehousing Maturity Dateshall be payable in full upon [*]. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part from time to time, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timepenalty, subject to the Company's obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof. (c) Borrower must The Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause charge the Funding Bank to charge BorrowerAccount or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's Operating Account for, possession for the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage Loan, upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses The expiration of [*] from the date a Warehousing of any Advance was made if the Pledged for any Mortgage Loan to be funded by that Warehousing Advance is not closed and funded.(excluding Aged Mortgage Loans); (2) Ten (10) Business Days elapse without the return The expiration of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice [*] from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Poolpurchase, without the purchase being made or an Eligible Mortgage Pool being initially certifiedmade, or upon rejection of a Pledged the Mortgage Loan as unsatisfactory by an Investor or Approved Custodian.Investor; (3) Seven The expiration of [*] from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security; (74) The expiration of [*] Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged such Mortgage Loan, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment.; (5) Three The expiration of [*] calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed; (36) The Mortgage Loan is not or ceases to be an Eligible Mortgage Loan; (7) The expiration of [*] Business Days after the mandatory delivery date of on which the related Purchase Commitment Commitment, if any, expires, is terminated or otherwise [*] Confidential Treatment Requested 16 canceled or no longer in full force and effect and the specific Pledged Mortgage Loan or the Pledged Security backed by that Pledged Loan has was not been delivered under the Purchase Commitment prior to such mandatory delivery datetermination, expiration or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment.cancellation; (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount 8) Upon sale of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been receivedMortgage Loan. Upon receipt of Borrower's Noticesuch payment by the Lender, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge. , and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender is entitled to rely upon Borrowerthe Company. (d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's affirmation that deposits possession for the payment thereof) the principal payments in the Cash Collateral Account represent payments from Investors for amounts and on the purchase of dates specified below: (1) On the date a Pledged Assets specified by Borrower in its Notice. If the Mortgage becomes an Aged Mortgage Loan, a principal payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation necessary to reduce the principal amount of the Warehousing Advance outstanding unpaid Advances made against the revalued Pledged such Aged Mortgage Loan to an amount equal to [*] of the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Collateral Value of such Aged Mortgage Loan; (2) On the date an Aged Mortgage Loan has been included in the Collateral for [*] (computed from the date such Aged Mortgage Loan was originally pledged to the Lender), a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of the Collateral Value of such Aged Mortgage Loan; (3) On the date an Aged Mortgage Loan has been included in the Collateral for [*] (computed from the date such Aged Mortgage Loan was originally pledged to the Lender), a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of the Collateral Value of such Aged Mortgage Loan; (4) On the date an Aged Mortgage Loan has been included in the Collateral for [*] (computed from the date such Aged Mortgage Loan was originally pledged to the Lender), an amount equal to the [*] against such Aged Mortgage Loan.

Principal Payments. (a) Borrower must Subject to the deferral provisions set forth in Section 2(e) below, the Issuer shall pay Lender the outstanding Holder fourteen installments of principal amount (each, a “Principal Payment” and collectively, “Principal Payments”) in the amounts set forth in the table below under the heading “Principal Payment” on each of all Warehousing Advances the dates (each, a “Payment Date” and collectively, “Payment Dates”) corresponding to such Principal Payments under the heading “Payments Dates” on the Warehousing Maturity Datesuch table. (b) Except Subject to the Issuer’s right to satisfy its obligation to pay all or a portion of any Principal Payment by delivering Common Stock as provided set forth in Section 3.1(d2(c), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any timeall Principal Payments shall be paid in cash. (c) Borrower must pay On each Payment Date, upon concurrent written notice to Lender, without the necessity of prior demand or Notice from Lender, Holder and Borrower authorizes Lender subject to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any satisfaction of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties conditions set forth in Article 9 were inaccurate Section 2(d) below (the “Stock Settlement Conditions”), the Issuer shall have the option to settle all or incomplete in any material respect portion of its obligation to pay the Principal Payment due on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior such Payment Date by delivering to the Mortgage securing repayment Holder shares of Common Stock with an equal value based on the Pledged Loan is defaulted and remains in default for a period Stock Price; provided that if the Issuer elects to settle all or any portion of 60 days or more. (5) Upon its obligation to pay the salePrincipal Payment due on December 31, other disposition or prepayment 2009 by delivering shares of any Pledged Asset orCommon Stock, with respect to a Pledged Loan included in an Eligible Mortgage Poolthe Issuer may, upon the sale or other disposition at its option, deliver such shares of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged LoanCommon Stock on January 4, 2010. (d) Upon telephonic The Issuer’s option to settle all or written Notice any portion of its obligation to Borrower pay the Principal Payment due on a Payment Date by Lender, Borrower must pay delivering Common Stock pursuant to Lender, and Borrower authorizes Lender Section 2(c) above shall be subject to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any satisfaction of the following eventsconditions on such Payment Date: (1i) For any Pledged Loan, the Warehouse Period elapses.no Event of Default shall have occurred and be continuing; (2ii) Forty-five no New Note Payment Default shall have occurred and be continuing; (45iii) days elapse from no Bankruptcy Event shall have occurred and be continuing; (iv) the date a Pledged Loan was delivered to an Investor Common Stock shall be listed on the New York Stock Exchange (or Approved Custodian for examination another U.S. national securities exchange) on such Payment Date, and purchase the New York Stock Exchange (or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certifiedsuch other U.S. national securities exchange) shall not have commenced, or upon rejection provided notice of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loancommencement of, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement delisting proceedings or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan inquiries on or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on Payment Date; (v) no Judgment Event shall have occurred and be continuing; (vi) no ERISA Termination Event shall have occurred; (vii) no audit opinion containing a going concern explanatory paragraph shall have been received by the date Issuer for the related Purchase Commitment expires or fiscal year immediately preceding such Payment Date; (viii) the Stock Price for such Payment Date is terminated, unless, in each casegreater than $1.00 (as the same may be adjusted pursuant to Section (a) of Annex A hereof, the Pledged Loan “Stock Price Threshold”); (ix) the Issuer shall not have taken any corporate action in furtherance of an Event of Default, a New Note Payment Default, a Bankruptcy Event or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitmentan ERISA Termination Event. (e) In addition If, on any Payment Date the Issuer shall (x) be in compliance with all of the Stock Settlement Conditions other than those set forth in Section 2(d)(iv), Section 2(d)(vii) and/or Section 2(d)(viii) and (y) have been in compliance with each of the Stock Settlement Conditions on each prior Payment Date (provided, however, that the foregoing clause (y) shall not apply in the event that (1) the Issuer has failed to comply solely with the Stock Settlement Conditions set forth in Section 2(d)(iv), Section 2(d)(vii) and/or Section 2(d)(viii) on no more than two prior Payment Dates, (2) the Issuer has otherwise complied with each of the Stock Settlement Conditions on each prior Payment Date, and (3) not more than two of the Payment Dates covered by this proviso shall have occurred in consecutive years), then the Issuer shall make the Principal Payment due on such Payment Date to the payments required pursuant Holder in cash, but, at the Issuer’s option upon prompt written notice to Sections 3.3(athe Holder: (i) the Issuer may elect to settle its obligations in respect of such Principal Payment (the “Deferred Payment”) in up to five equal installments (the number of installments to be specified by the Issuer in the written notice described above) payable, together with interest on the Deferred Payment then due, on the first through fifth anniversaries of the originally scheduled Payment Date for such Deferred Payment (each, an “Installment Payment Date”); (ii) on each Installment Payment Date, subject to satisfaction of the Stock Contribution Conditions on such Payment Date, the Issuer shall have the option to settle all or any portion of the applicable installment of the Deferred Payment (including the interest, if any, accrued thereon) by delivering shares of Common Stock; and (iii) for each installment of a Deferred Payment satisfied through the delivery of Common Stock, the number of shares of Common Stock deliverable in respect of such installment shall be calculated by reference to the Stock Price for the applicable Installment Payment Date (determined as if such Installment Payment Date were a Payment Date for purposes of the “Stock Price” definition), 3.3(cnotwithstanding the proviso in the definition of Stock Price. Interest shall accrue on each Deferred Payment from the Payment Date on which the applicable Principal Payment was originally due through the Installment Payment Date on which such Deferred Payment becomes due at a rate of 9% per annum (computed on the basis of a 360-day year of twelve 30-day months) and 3.3(d), if shall be payable on the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against Installment Payment Date on which the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advancerelated Deferred Payment becomes due. (fi) The proceeds All certificates representing shares of Common Stock issued to Holder pursuant to Section 2(c) in satisfaction of all or in portion of the sale Issuer’s obligation to pay the Principal Payment due on a Payment Date shall bear the following legend: THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SHARES OF COMMON STOCK NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF FORD MOTOR COMPANY (THE “ISSUER”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THESE SHARES OF COMMON STOCK OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) IN COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, IF ANY, SET FORTH IN SECTION 2.02 OF THE SECURITYHOLDER AND REGISTRATION RIGHTS AGREEMENT DATED AS OF [________ __], 2009 BY AND BETWEEN THE ISSUER AND FORD-UAW HOLDINGS LLC (THE “REGISTRATION RIGHTS AGREEMENT”) AND (B): (I) TO THE ISSUER OR ANY SUBSIDIARY THEREOF; OR (II) PURSUANT TO A REGISTRATION STATEMENT COVERING THE RESALE OF SUCH SHARES OF COMMON STOCK THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT; OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (IV) TO THE NEW VEBA PURSUANT TO THE AMENDED SETTLEMENT AGREEMENT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (B)(III) ABOVE, THE ISSUER AND THE TRANSFER AGENT FOR SUCH SHARES OF COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE HEREBY OR OTHERWISE BY THE ISSUER AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SALE, TRANSFER, ASSIGNMENT, HEDGE, PLEDGE, ENCUMBRANCE, HYPOTHECATION OR DISPOSAL OF THESE SHARES OF COMMON STOCK IS SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS OF THE REGISTRATION RIGHTS AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUER. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms such that the shares of Common Stock can be freely sold without limits under the Securities Act and any applicable state securities law may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock (together with any legal opinion, certifications or other disposition of Pledged Assets must evidence as may reasonably be paid directly required by the Investor Issuer or the transfer agent in order to determine that the Cash Collateral Account. Borrower must give Notice to Lender proposed transfer is being made in writing compliance with the Securities Act and applicable state securities laws), be exchanged for a new certificate or by telephone or by RFConnects Delivery to Lender (and if by telephonecertificates for a like number of shares of Common Stock, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assetsshall not bear such legend. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time from time to time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On The first Business Day on the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the principal prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will promptly return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided provide in Section 3.1(d3.1(e), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and fundedacquired. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment payment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding following the date scheduled for the foreclosure or trustee sale of the premises securing proceedings are commenced with respect to a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c3.3 (c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances Advance related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances Advance against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.

Principal Payments. (a) The Borrower must pay the Lender the outstanding principal amount of unpaid Principal Amount together with all Warehousing Advances accrued and unpaid interest thereon, and any unpaid costs and expenses, on the Warehousing Maturity Date. (b) Except as otherwise provided in Section 3.1(d)2.1, the Borrower may prepay any portion of the Warehousing Advances Loan in whole but not in part, together with all accrued and unpaid interest, without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of the Pledged Assets Loan or Pledged Security must be paid directly by the Investor to the Borrower’s Cash Collateral Account. The Borrower must give Notice to the Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets Loan or Pledged Security for which proceeds have been receivedreceived (including Notice to the Lender in writing of any prepayment). Upon receipt of Borrower's such Notice, the Lender will apply any proceeds deposited into the applicable Cash Collateral Account with respect to such Pledged Loan or Pledged Security to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its NoticeObligations, and those such Pledged Assets Loan or Pledged Security will be considered to have been redeemed from pledgepledge to the extent the Obligations have been paid in full. The Lender is entitled to rely upon the Borrower's ’s affirmation that deposits in the applicable Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets Loan or Pledged Security specified by the Borrower in its Notice. If the payment from an Investor for the purchase of a Pledged Assets Loan or Pledged Security is less than the outstanding Warehousing Advances against Loan, the Pledged Assets identified by Borrower in its Notice, Borrower must pay to the Lender, and the Borrower authorizes the Lender to cause charge the Funding Bank to charge Borrower's ’s Operating Account in Accounts for, an amount equal to that deficiency. As long as no Default or Event of Default exists, the Lender will return to the Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanPledged Security.

Principal Payments. (a) Borrower must pay Lender the The outstanding principal amount of all Warehousing Advances shall be payable in full on the Warehousing Maturity Date. (b) Except as provided The Company shall have the right to prepay the outstanding Advances in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances from time to time, without premium or penalty at any timepenalty. (c) Borrower must The Company shall pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage, upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing an Advance was made if and the Pledged Loan Mortgage which was to be have been funded by that Warehousing such Advance is not closed and funded. (2) Ten (10) Business Days elapse without from the return of date a Collateral Document was delivered by Lender to Borrower the Company for correction or completion under a Trust Receipt for correction or completionReceipt, if such Collateral Document has not been returned to the Lender. (3) On the date on which a Pledged Loan Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraudinformation, whether or not Borrower the Company had knowledge of the misrepresentation, incomplete such misrepresentation or incorrect information or fraud, on the date on which Borrower the Company knows, or has reason to know, or receives Notice notice from the Lender, that (A) one or more of the representations and warranties set forth in Article 9 Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon If the saleoutstanding Advances against Pledged Mortgages of a specific Mortgage Loan type, other than an Unimproved Mortgage Loan, exceed the aggregate Purchase Commitments for such Mortgage Loan type. 54 (6) For a Mortgage Loan covered by a Purchase Commitment at the time pledged hereunder, 3 Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage or the Pledged Security backed thereby was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage or Pledged Security is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. (7) Upon sale or other disposition or prepayment of any the Pledged Asset Mortgage or, with respect to if a Pledged Loan Mortgage is included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding 8) For a Construction/Perm Mortgage Loan, a lien is filed against the date scheduled for the foreclosure or trustee sale premises and not removed within 15 days of the filing, or an inspection report indicates that the improvements to the premises securing a encumbered by the Pledged LoanMortgage are not being constructed in accordance with the approved plans and specifications. (d) Upon telephonic or written Notice to Borrower the Company by the Lender, Borrower must the Company shall pay to the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset Mortgage upon the earliest occurrence of any of the following events: (1) For any Pledged LoanMortgage, the Warehouse Period elapses. (2) On the date the payment of a Lien prior to a Pledged Mortgage is delinquent for a period of 60 days. (3) Forty-five (45) days elapse from the date a the Pledged Loan Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a the Pledged Loan Mortgage as unsatisfactory by an Investor or an Approved Custodian. (34) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by the Lender of all Collateral Documents relating to the such Pledged Loan. (4) With respect to any Pledged LoanMortgage, any of the or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date With respect to any Pledged Mortgage, any of the related Purchase Commitment if items described in Section 2.2(d), upon examination by the specific Pledged Loan Lender, are found not to be in compliance with the requirements of this Agreement or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within 1 Business Day after the date of such Advance. 55 (f) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c2.5(d) and 3.3(d2.5(e), if the principal amount of any Pledged Loan Mortgage is prepaid in whole or in part while a Warehousing an Advance is outstanding against such Pledged Mortgage, the Pledged Loan, Borrower must Company shall be obligated to pay to the Lender, without the necessity of prior demand or Notice notice from the Lender, and Borrower the Company authorizes the Lender to cause the Funding Bank to charge Borrowerthe Company's Operating Account for, for the amount of the such prepayment, to be applied against the Warehousing to such Advance. (fg) The proceeds of the sale or other disposition of Pledged Assets must Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account. Borrower must The Company shall give Notice to Lender in writing or by telephone or by RFConnects Delivery to the Lender (and if by telephonetelephonically, to be followed promptly by written Noticenotice) of the Pledged Assets Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid from such proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the and such Pledged Assets identified by Borrower in its Notice, and those Mortgages or Pledged Assets will Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon Borrowerthe Company's affirmation that deposits in the Cash Collateral Account represent payments payment from Investors for the purchase of the Pledged Assets Mortgages or Pledged Securities as specified by Borrower in its Noticethe Company. If In the event that the payment from an Investor for the purchase of Pledged Assets Mortgages or Pledged Securities is less than the outstanding Warehousing Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Assets identified by Borrower in its NoticeSecurities, Borrower must pay to Lender, and Borrower authorizes the Lender is authorized to cause the Funding Bank to charge Borrowerthe Company's Operating Account in for an amount equal to that such deficiency. As long as Provided no Default or Event of Default exists, the Lender will shall return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Mortgages or Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Securities to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage LoanCompany.

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan that was to be have been funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) on the date on which Borrower knows, has failed reason to perform know, or comply with receives Notice form Lender, of any covenant, term or condition breach of the covenants set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) If the outstanding Warehousing Advances against Pledged Loans of a specific type of Eligible Loan exceed the aggregate Purchase Commitments for that type of Eligible Loan. (6) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (7) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) 8) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, Loan other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of or the Collateral Documents, upon examination by Lender, are found do not to be in compliance comply with the requirements of this Agreement or the related Purchase CommitmentAgreement. (54) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves the right to revalue any Pledged Loan. Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal to the Advance Rate for the applicable type of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loan.Twenty

Principal Payments. (a) Borrower must pay Lender the outstanding principal amount of all Warehousing Advances on the Warehousing Maturity Date. (b) Except as provided in Section 3.1(d), Borrower may prepay any portion of the Warehousing Advances without premium or penalty at any time. (c) Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded Funds received by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment of the Pledged Loan is defaulted and remains in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loan. (d) Upon telephonic or written Notice to Borrower by Lender, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) For any Pledged Loan, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitment. (e) In addition to the payments required pursuant to Sections 3.3(a), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds of the sale or other disposition of Pledged Assets must be paid directly by the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits Agent in the Cash Collateral Account represent payments from Investors will be applied by Agent toward repayment of the Obligations or may be held as cash collateral by Agent (for the purchase pro rata benefit of the Pledged Assets specified by Borrower in its NoticeLenders). If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to Provided that deficiency. As long as no Default or Event of Default existshas occurred, Lender such funds will return be applied by Agent to Borrower any excess payment from an Investor for Pledged Assets. (g) Lender reserves repay the right principal balance of all Agent Loans and all other Loans, with such payments to revalue any Pledged Loan. Borrower must pay be applied first to Lenderrepay Agent Loans, without the necessity of prior demand or Notice from Lendersecond to repay all other Loans which are Base Rate Loans, and Borrower authorizes Lender third to cause repay all Loans which are LIBOR Rate Loans. To the Funding Bank extent that any sums are applied to charge repay LIBOR Rate Loans, they shall be applied to LIBOR Rate Loans in the chronological order in which the Rate Periods for such LIBOR Rate Loans expire. Upon the occurrence of an Event of Default, Agent may discontinue such arrangement and may apply such funds to costs, indemnities, fees, interest and principal, constituting Obligations in such order as Agent, in its discretion elects. Provided that no Event of Default has occurred, if all Advances and all other Obligations then due and payable (not including contingent obligations under undrawn Letters of Credit or outstanding Permitted FX Contracts) have been paid in full, and thereafter funds are received by Agent in the Cash Collateral Account, Agent will permit the transfer of such funds to Borrower's Operating Account foroperating account maintained with Agent. Notwithstanding the foregoing, any amount required after any such revaluation Borrower agrees to reduce pay the outstanding principal amount balance of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal Revolving Credit Facility, together with any accrued and unpaid interest thereon, and any other sums due pursuant to the Advance Rate for terms hereof on the applicable type earlier to occur of Eligible Loan or REO Property multiplied by (a) the Fair Market Value expiration of the Mortgage LoanContract Period, or (b) ON DEMAND after the occurrence of an Event of Default. Subject to the terms of SECTION, if any Out-Of-Formula Advance (other than an Out-of-Formula Advance permitted under the Expansion Store Sublimit) arises or exists under the Revolving Credit Facility for any reason whatsoever, including without limitation inventory or accounts becoming ineligible or any new or increased Reserves, Borrower will repay such Out-Of-Formula Advance immediately upon the earlier to occur of (i) notice or demand by Agent, or (ii) Borrower has knowledge of such Out-of-Formula Advance. All Out-of-Formula Advances permitted under SECTION shall be repaid in accordance with the terms of SECTION.

Principal Payments. (a) The Borrower must pay Lender shall make payment in full of the outstanding principal amount unpaid Principal Amount of all Warehousing Advances on Loans at the Warehousing Final Maturity Date. (b) Except as provided The Borrower may, from time to time on any Business Day, make a voluntary prepayment, in Section 3.1(d)whole or in part, Borrower may prepay any portion of the Warehousing Advances without premium or penalty at then outstanding Principal Amount of any timeLoans; provided, however, that: (i) the Borrower shall give the Facility Agent not less than five (5) Business Days’ prior written notice (counting the date on which such notice is given) of any such voluntary prepayment, which notice, once given, shall be irrevocable; (ii) all such partial voluntary prepayments shall be in an aggregate Principal Amount which is an integral multiple, in the case of any such prepayment of Loans, of U.S.$5,000,000; and (iii) all such voluntary prepayments shall be applied to the then outstanding Tranche A Loans, Tranche B Loans and Tranche C Loans on a pro rata basis based on the ratio of the Total Tranche A Commitment Amount, the Total Tranche B Commitment Amount and the Total Tranche C Commitment Amount, respectively, to the Total Commitment Amount, in each case on the date of such repayment. (c) The Borrower must pay to Lendershall, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any of the following events: (1) One (1) Business Day elapses from the date a Warehousing Advance was made if the Pledged Loan to be funded by that Warehousing Advance is not closed and funded. (2) Ten (10) Business Days elapse without the return of a Collateral Document delivered by Lender to Borrower under a Trust Receipt for correction or completion. (3) On the date on which a Pledged Loan is determined to have been originated based on untrue, incomplete or inaccurate information or otherwise to be subject to fraud, whether or not Borrower had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which Borrower knows, has reason to know, or receives Notice from Lender, that (A) one or more of the representations and warranties set forth in Article 9 were inaccurate or incomplete in any material respect on any date when made or deemed made, or (B) Borrower has failed to perform or comply with any covenant, term or condition set forth in Article 9. (4) On the date the Pledged Loan or a Lien prior to the Mortgage securing repayment outstanding Principal Amount of the Pledged Loan is defaulted and remains Tranche A Loans, the Tranche B Loans or the Tranche C Loans shall exceed the Total Tranche A Commitment Amount, the Total Tranche B Commitment Amount or the Total Tranche C Commitment Amount, respectively, make a mandatory repayment of, as the case may be, Tranche A Loans, Tranche B Loans or Tranche C Loans outstanding on such date in default for a period of 60 days or more. (5) Upon the sale, other disposition or prepayment of any Pledged Asset or, with respect Principal Amount equal to a Pledged Loan included in an Eligible Mortgage Pool, upon the sale or other disposition of the related Agency Security. (6) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Pledged Loansuch excess. (d) Upon telephonic or written Notice to The Borrower by Lendershall, Borrower must pay to Lender, and Borrower authorizes Lender to cause on any date when the Funding Bank to charge Borrower's Operating Account for, the amount of any outstanding Warehousing Advance against a specific Pledged Asset upon the earliest occurrence of any Principal Amount of the following events: (1) For any Pledged LoanLoans shall exceed the Total Commitment Amount, the Warehouse Period elapses. (2) Forty-five (45) days elapse from the make a mandatory repayment of Loans outstanding on such date a Pledged Loan was delivered to an Investor or Approved Custodian for examination and purchase or for inclusion in a Mortgage Pool, without the purchase being made or an Eligible Mortgage Pool being initially certified, or upon rejection of a Pledged Loan as unsatisfactory by an Investor or Approved Custodian. (3) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made against a Pledged Loan, other than a Repurchased Mortgage Loan or a Nonperforming Mortgage Loan, without receipt by Lender of all Collateral Documents relating to the Pledged Loan. (4) With respect to any Pledged Loan, any of the Collateral Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment. (5) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment if the specific Pledged Loan or the Pledged Security backed by that Pledged Loan has not been delivered under the Purchase Commitment prior Principal Amount equal to such mandatory delivery date, or on the date the related Purchase Commitment expires or is terminated, unless, in each case, the Pledged Loan or Pledged Security is eligible for delivery to another Investor under a comparable Purchase Commitmentexcess. (e) In addition Each repayment or prepayment of the Principal Amount of any Loans made pursuant to the payments this Clause shall be without premium or payment of any other additional amount, except as may be required pursuant to Sections 3.3(aClause 4.3 (Funding Losses), 3.3(c) and 3.3(d), if the principal amount of any Pledged Loan is prepaid in whole or in part while a Warehousing Advance is outstanding against the Pledged Loan, Borrower must pay to Lender, without the necessity of prior demand or Notice from Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance. (f) The proceeds Any repayment or prepayment of the sale Principal Amount of any Loans shall include accrued interest on the date of repayment or other disposition of Pledged Assets must be paid directly by prepayment on the Investor to the Cash Collateral Account. Borrower must give Notice to Lender in writing or by telephone or by RFConnects Delivery to Lender (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrower's Notice, Lender will apply any proceeds deposited into the Cash Collateral Account to the payment of the Warehousing Advances related to the Pledged Assets identified by Borrower in its Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Lender is entitled to rely upon Borrower's affirmation that deposits in the Cash Collateral Account represent payments from Investors for the purchase of the Pledged Assets specified by Borrower in its Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Warehousing Advances against the Pledged Assets identified by Borrower in its Notice, Borrower must pay to Lender, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Lender will return to Borrower any excess payment from an Investor for Pledged AssetsPrincipal Amount being prepaid. (g) Lender reserves the right to revalue The Principal Amount of any Pledged Loan. Borrower must pay to LenderTranche A Loans, without the necessity of prior demand Tranche B Loans or Notice from LenderTranche C Loans repaid or prepaid may, and Borrower authorizes Lender to cause the Funding Bank to charge Borrower's Operating Account for, any amount required after any such revaluation to reduce the principal amount of the Warehousing Advance outstanding against the revalued Pledged Loan to an amount equal subject to the Advance Rate for the applicable type terms and conditions of Eligible Loan or REO Property multiplied by the Fair Market Value of the Mortgage Loanthis Agreement, be re-borrowed.