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Exhibit 10.1 - -------------------------------------------------------------------------------- SECOND AMENDED AND RESTATED WAREHOUSING CREDIT, TERM LOAN AND SECURITY AGREEMENT (SYNDICATED) - -------------------------------------------------------------------------------- BETWEEN COLUMBIA NATIONAL INCORPORATED, a Maryland corporation and AMERICAN HOME MORTGAGE CORP., a New York corporation and AMERICAN HOME MORTGAGE ACCEPTANCE, INC. a Maryland corporation as Borrowers AND Lenders Party Hereto AND RESIDENTIAL FUNDING CORPORATION, a Delaware corporation as Credit Agent AND U.S. BANK NATIONAL ASSOCIATION , a national banking association and MANUFACTURERS AND TRADERS TRUST COMPANY a New York banking corporation as Co-Agents Dated as of May 27, 2004 - -------------------------------------------------------------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- 1. THE CREDIT................................................................1-1 1.1. Warehousing Commitment..........................................1-1 1.2. Expiration of Warehousing Commitment............................1-2 1.3. Swingline Facility..............................................1-2 1.4. Term Loan Commitment............................................1-2 1.5. Expiration of Term Loan Commitment..............................1-3 1.6. Notes...........................................................1-3 1.7. Non-Receipt of funds by Credit Agent............................1-3 1.8. Replacement Notes...............................................1-4 1.9. Joint and Several Liability.....................................1-4 1.10 Limitation on Warehousing Advances and Term Loan Advances Against Other Eligible Assets.................................1-4 2. PROCEDURES FOR OBTAINING ADVANCES.........................................2-1 2.1. Warehousing Advances............................................2-1 2.2. Term Loan Advances..............................................2-1 2.3. Estimate of Advances............................................2-2 3. INTEREST, PRINCIPAL AND FEES..............................................3-1 3.1. Interest........................................................3-1 3.2. Interest Limitation.............................................3-2 3.3. Principal Payments..............................................3-2 3.4. Warehousing Commitment Fees.....................................3-5 3.5. Term Loan Non-Usage Fees........................................3-5 3.6. Agent's Fee.....................................................3-6 3.7. Loan Package Fees, Wire Fees, Warehousing Fees..................3-6 3.8. Miscellaneous Fees and Charges..................................3-6 3.9. [Intentionally Omitted].........................................3-6 3.10. Method of Making Payments......................................3-6 3.11. Illegality.....................................................3-7 3.12. Increased Costs; Capital Requirements..........................3-7 3.13. Withholding Taxes..............................................3-8 4. COLLATERAL................................................................4-1 4.1. Grant of Security Interest......................................4-1 4.2. Maintenance of Collateral Records...............................4-3 4.3. Release of Security Interest in Pledged Loans and Pledged Securities....................................................4-3 4.4. Release of Security Interest in Other Eligible Assets...........4-4 4.5. Collection and Servicing Rights.................................4-4 4.6. Return of Collateral at End of Commitments......................4-5 4.7. Delivery of Collateral Documents................................4-5 4.8. Borrowers Remains Liable........................................4-5 4.9. Further Assurance...............................................4-6 5. CONDITIONS PRECEDENT......................................................5-1 5.1. Initial Advance.................................................5-1 5.2. Each Advance....................................................5-3 5.3. Force Majeure...................................................5-3 6. GENERAL REPRESENTATIONS AND WARRANTIES....................................6-1 6.1. Place of Business...............................................6-1 6.2. Organization; Good Standing; Subsidiaries.......................6-1 6.3. Authorization and Enforceability................................6-1 6.4. Authorization and Enforceability of Guaranty....................6-2 6.5. Approvals.......................................................6-2 6.6. Financial Condition.............................................6-2 6.7. Litigation......................................................6-2 6.8. Compliance with Laws............................................6-2 6.9. Regulation U....................................................6-3 6.10. Investment Company Act.........................................6-3 6.11. Payment of Taxes...............................................6-3 6.12. Agreements.....................................................6-3 6.13. Title to Properties............................................6-4 6.14. ERISA..........................................................6-4 6.15. No Retiree Benefits............................................6-4 6.16. Assumed Names..................................................6-4 6.17. Servicing......................................................6-4 7. AFFIRMATIVE COVENANTS.....................................................7-1 7.1. Payment of Obligations..........................................7-1 7.2. Financial Statements............................................7-1 7.3. Other Borrowers Reports.........................................7-2 7.4. Maintenance of Existence; Conduct of Business...................7-3 7.5. Compliance with Applicable Laws.................................7-3 7.6. Inspection of Properties and Books; Operational Reviews.........7-3 7.7. Notice..........................................................7-4 7.8. Payment of Debt, Taxes and Other Obligations....................7-4 7.9. Insurance.......................................................7-4 7.10. Closing Instructions...........................................7-4 7.11. Subordination of Certain Indebtedness..........................7-5 7.12. Other Loan Obligations.........................................7-5 7.13. ERISA..........................................................7-5 7.14. Use of Proceeds of Warehousing Advances........................7-5 7.15. Use of Proceeds of Term Loan Advances..........................7-6 8. NEGATIVE COVENANTS........................................................8-1 8.1.Contingent Liabilities...........................................8-1 8.2.Limitation on Liens..............................................8-1 8.3.Restrictions on Fundamental Changes..............................8-1 8.4. Deferral of Subordinated Debt...................................8-2 8.5.Investments......................................................8-2 8.6. Loss of Eligibility.............................................8-2 8.7. Accounting Changes..............................................8-2 8.8. Leverage Ratio..................................................8-2 8.9. Minimum Tangible Net Worth......................................8-3 8.10. Minimum Book Net Worth.........................................8-3 8.11. Liquid Assets..................................................8-3 8.12. Maximum Servicing Delinquencies................................8-3 8.13. Maximum Servicing Foreclosures.................................8-3 8.14. Distributions to Shareholders..................................8-3 8.15. Transactions with Affiliates...................................8-3 8.16. Recourse Servicing Contracts...................................8-3 9. SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING COLLATERAL...................................................................9-1 9.1. Special Representations and Warranties Concerning Eligibility as Seller/Servicer of Mortgage Loans................9-1 9.2. Special Representations and Warranties Concerning Warehousing Collateral......................................................9-1 9.3. Special Representations and Warranties Concerning REO Properties Included as Other Eligible Assets.........................9-3 9.4. Special Representations and Warranties Concerning Servicing Collateral...........................................................9-4 9.5. Special Representations and Warranties Concerning P&I Advance Receivables.........................................9-5 9.6. Special Representations and Warranties Concerning T&I Advance Receivables.........................................9-5 9.7. Special Representations and Warranties Concerning Foreclosure Advance Receivables.................................9-5 9.8. Special Affirmative Covenants Concerning Warehousing Collateral....................................................9-6 9.9 Special Affirmative Covenants Concering REO Properties..........9-7 9.10 Special Nevative Covenants Concering Warehouisng Collateral...9-7 10. DEFAULTS; REMEDIES......................................................10-1 10.1. Events of Default.............................................10-1 10.2. Remedies......................................................10-3 10.3. Application of Proceeds.......................................10-6 10.4. Credit Agent Appointed Attorney-in-Fact.......................10-8 10.5. Right of Set-Off..............................................10-8 10.6. Sharing of Payments ..........................................10-8 11. AGENT ................................................................11-1 11.1. Appointment...................................................11-1 11.2. Duties of Agent...............................................11-1 11.3. Standard of Care..............................................11-1 11.4. Delegation of Duties..........................................11-2 11.5. Exculpatory Provisions........................................11-2 11.6. Reliance by Agent.............................................11-2 11.7. Non-Reliance on Agent or Other Lenders........................11-3 11.8. Agent in Individual Capacity..................................11-3 11.9. Successor Agent...............................................11-3 11.10.Availability of Documents.....................................11-4 12. MISCELLANEOUS...........................................................12-1 12.1. Notices.......................................................12-1 12.2. Reimbursement Of Expenses; Indemnity..........................12-1 12.3. Indemnification by Lenders....................................12-2 12.4. Financial Information.........................................12-3 12.5. Terms Binding Upon Successors; Survival of Representations....12-3 12.6. Lenders in Individual Capacity................................12-3 12.7. Assignments and Participations................................12-3 12.8. Commitment Increases..........................................12-4 12.9. Amendments....................................................12-4 12.10.Governing Law.................................................12-5 12.11. Relationship of the Parties..................................12-5 12.12. Severability.................................................12-6 12.13. Consent to Credit References.................................12-6 12.14. Counterparts.................................................12-6 12.15. Headings/Captions............................................12-6 12.16. Entire Agreement.............................................12-6 12.17. Consent to Jurisdiction......................................12-6 12.18. Waiver of Jury Trial.........................................12-7 12.19. Waiver of Punitive, Consequential, Special or Indirect Damages...........................................12-7 12.20. Waiver of Defaults Under Existing Agreement..................12-7 13. DEFINITIONS.............................................................13-1 13.1. Defined Terms.................................................13-1 13.2. Other Definitional Provisions; Terms of Construction.........13-15 - -------------------------------------------------------------------------------- EXHIBITS - -------------------------------------------------------------------------------- Exhibit A Request for Advance (Eligible Loans) - --------- Exhibit A-CON Request for Advance Request (Construction/Perm Mortgage Loans) - ------------- Exhibit A-WC Request for Advance Request (Other Eligible Assets) - ------------ Exhibit A-TL Term Loan Advance Request - ------------ Exhibit B Procedures and Documentation for Warehousing Single Family - --------- Mortgage Loans Exhibit B-CON Procedures and Documentation for Warehousing Construction and - ------------- Construction/Perm Mortgage Loans Exhibit C Schedule of Servicing Portfolio - --------- Exhibit D Subsidiaries - --------- Exhibit E Officer's Certificate - --------- Exhibit F Schedule of Existing Lines of Credit - --------- Exhibit G Assumed Names - --------- Exhibit H Eligible Loans and Other Eligible Assets - --------- Exhibit I Collateral Operations Fee Schedule (Single Family) - --------- Exhibit J Commitment Summary Report - --------- Exhibit K Terms of Guaranteed Obligations - --------- Exhibit L Warehousing Commitment Amounts - --------- Exhibit M Term Loan Commitment Amounts - --------- Exhibit N Advance Certificate - --------- Exhibit O Approved Custodians and Investors - --------- - -------------------------------------------------------------------------------- SECOND AMENDED AND RESTATED WAREHOUSING CREDIT, TERM LOAN AND SECURITY AGREEMENT (SYNDICATED) - -------------------------------------------------------------------------------- SECOND AMENDED AND RESTATED WAREHOUSING CREDIT, TERM LOAN AND SECURITY AGREEMENT (SYNDICATED), dated as of May 10, 2004, between COLUMBIA NATIONAL INCORPORATED, a Maryland corporation ("CNI"), AMERICAN HOME MORTGAGE CORP., INC., a New York corporation ("AHMC"), and AMERICAN HOME MORTGAGE ACCEPTANCE, INC. a Maryland corporation ("AHMAI") (each of CNI, AHMC and AHMAI, a "Borrower," and CNI, AHMC and AHMAI together, the "Borrowers"), RESIDENTIAL FUNDING CORPORATION ("RFC"), COLONIAL BANK, N.A. ("Colonial"), CALYON NEW YORK BRANCH ("Calyon"), FLEET NATIONAL BANK ("Fleet"), MANUFACTURERS AND TRADERS TRUST COMPANY ("MTTC"), THE BANK OF NEW YORK ("BNY"), U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank") and COMMERZBANK AG ("Commerzbank"), BANK HAPOALIM B.M. ("Bank Hapoalim") (RFC, Colonial, Calyon, Fleet, MTTC, BNY, U.S. Bank, Commerzbank, Bank Hapoalim and any Additional Lenders as may from time to time become a party hereto and their respective successors and permitted assigns being referred to individually as a "Lender" and collectively as the "Lenders"), MTTC and U.S. Bank as co-agents for Lenders (collectively "Co-Agents"), and RFC as credit agent for Lenders (in such capacity, "Credit Agent"). Borrowers have requested certain financing from Lenders. Borrowers have asked Lenders and Credit Agent to amend and restate the Existing Agreement (as defined below) and to set forth the terms and conditions upon which Lenders will provide certain financing to Borrowers. Credit Agent and Lenders have agreed to amend and restate the Existing Agreement to provide that financing to Borrowers subject to the terms and conditions of this Agreement. The "Closing Date" for the transactions contemplated by this Agreement is May 27, 2004. NOW, THEREFORE, the parties to this Agreement agree as follows: THE CREDIT 1.1. Warehousing Commitment On the terms and subject to the conditions of this Agreement, Lenders agree, severally and not jointly, to make Warehousing Advances to Borrowers from the Closing Date to the Business Day immediately preceding the Warehousing Maturity Date, pro rata in accordance with their respective Percentage Shares, during which period Borrowers may borrow, repay and reborrow in accordance with the provisions of this Agreement. The total aggregate principal amount of all Warehousing Advances and Swingline Advances outstanding at any one time may not exceed the Warehousing Credit Limit. While a Default or Event of Default exists, Lenders may refuse to make any additional Warehousing Advances to Borrowers. Effective as of the Closing Date, all outstanding loans made under the Existing Agreement are deemed to be Warehousing Advances and Swingline Advances or Term Loan Advances, as applicable, made under this Agreement. All Warehousing Advances and Swingline Advances under this Agreement constitute a single indebtedness, and all of the Collateral is security for the Warehousing Note, the Swingline Note and for the performance of all of the Obligations. 1.2. Expiration of Warehousing Commitment The Warehousing Commitment expires on the earlier of ("Warehousing Maturity Date"): (a) August 30, 2004, as such date may be extended in writing by Lenders and Credit Agent, in their sole discretion, on which date the Warehousing Commitment will expire of its own term and the Warehousing Advances will become due and payable, in each case without the necessity of Notice or action by Lenders, and (b) the date the Warehousing Commitment is terminated and the Warehousing Advances become due and payable under Section 10.2. 1.3. Swingline Facility On the terms and subject to the conditions set forth herein, RFC may, from time to time to but not including the Business Day immediately preceding the Warehousing Maturity Date, make Advances ("Swingline Advances") requested by Borrowers, in an aggregate amount not to exceed the Swingline Facility Amount, without requesting Warehousing Advances or Term Loan Advances from the other Lenders. At such time as Borrowers have borrowed the maximum amount available under the Swingline Facility Amount, RFC Agrees to provide Borrowers 1 day's Notice. Lenders hereby agree to purchase from RFC an undivided participation interest in all outstanding Swingline Advances at any time in an amount equal to each Lender's Percentage Share of such Swingline Advances. RFC may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the acceleration of the Obligations following an Event of Default) request Lenders to make Warehousing Advances or Term Loan Advances, as applicable, in principal amounts equal to their Percentage Shares of outstanding Swingline Advances, and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances or Term Loan Advances, as applicable, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding such Advances, provided that no Lender shall be required to make Advances to repay Swingline Advances or purchase participations in Swingline Advances which would cause such Lender's aggregate Warehousing Advances or Term Loan Advances (including participations in Swingline Advances), as applicable, then outstanding to exceed the amount of such Lender's Warehousing Commitment Amount or Term Loan Commitment Amount, as applicable. Each Lender's Advances made pursuant to the preceding sentence shall be delivered directly to RFC in immediately available funds at the office of Credit Agent by 4:00 p.m. on the day of the request therefor by RFC if such request is made on or before 3:00 p.m., or by 9:00 a.m. on the 1st Business Day following such request if such request is made after 3:00 p.m., and shall be promptly applied against the outstanding Swingline Advances. At the time of any request for Advances from Lenders pursuant to this Section 1.3, Credit Agent shall deliver to each Lender a certificate in the form of Exhibit N attached hereto (the "Advance Certificate"), certified by Credit Agent. For purposes of the limitations set forth in Exhibit H hereto, Swingline Advances made against Eligible Loans or Other Eligible Assets shall be deemed to be Warehousing Advances, and Swingline Advances against Servicing Collateral shall be deemed to be Term Loan Advances. 1.4. Term Loan Commitment On the terms and subject to the conditions of this Agreement, Lenders agree, severally and not jointly, to make Term Loan Advances to Borrowers from the Closing Date to the Business Day immediately preceding the Term Loan Commitment Termination Date, pro rata in accordance with their respective Percentage Shares, during which period Borrowers may borrow, repay and reborrow in accordance with the provisions of this Agreement. The total aggregate principal amount outstanding at any one time of all Term Loan Advances may not exceed the Term Loan Credit Limit. While a Default or Event of Default exists, Lenders may refuse to make any additional Term Loan Advances to Borrowers. All Term Loan Advances under this Agreement shall constitute a single indebtedness, and all of the Collateral shall be security for the Term Loan Note and for the payment and performance of all the Obligations. 1.5. Expiration of Term Loan Commitment The Term Loan Commitment expires on the earlier of ("Term Loan Commitment Termination Date"): (a) August 30, 2004, as such date may be extended in writing by Lenders, in their sole discretion, on which date the Term Loan Commitment will expire of its own term, without the necessity of Notice or action by Lenders, and (b) the date the Term Loan Commitment is terminated under Section 10.2. 1.6. Notes Warehousing Advances against Eligible Loans made by each Lender are evidenced by Borrowers' promissory note, payable to such Lender, in the form prescribed by Credit Agent (each, a "Warehousing Note"). Warehousing Advances against Other Eligible Assets made by each Lender are evidenced by Borrowers' promissory note, payable to such Lender, in the form prescribed by Credit Agent (each, a "Sublimit Note"). Swingline Advances of the Borrowers in favor of RFC are evidenced by Borrowers' promissory note, payable to RFC, in the form prescribed by Credit Agent (the "Swingline Note"). Term Loan Advances made by each Lender are evidenced by Borrowers' promissory note, payable to such Lender, in the form prescribed by Credit Agent (each, a "Term Loan Note"). The terms "Warehousing Note," "Sublimit Note," "Swingline Note" and "Term Loan Note" as used in this Agreement, include all amendments, restatements, renewals or replacements of the original "Warehousing Notes," `Sublimit Notes," "Swingline Note," "Term Loan Notes" and all substitutions for any of them. All terms and provisions of the "Warehousing Notes," "Sublimit Notes," "Swingline Note" and "Term Loan Notes" are incorporated into this Agreement. 1.7. Non-Receipt of funds by Credit Agent. If Credit Agent receives notice from a Lender that such Lender does not intend to make its Percentage Share of any Advances, neither Credit Agent nor any other Lenders shall have any obligation to fund such Lender's Percentage Share. Notwithstanding the foregoing, unless a Lender notifies Credit Agent by 3:00 p.m. on the date of a proposed Advance that it does not intend to make its Percentage Share of such Advance available to Credit Agent at such time and on such date, Credit Agent may assume that such Lender will make such amount available to Credit Agent to be advanced to the Borrowers, and in reliance on such assumption, Credit Agent may, at its option, make a corresponding amount available to the Borrowers. 1.7(a) If Credit Agent makes such corresponding amount available to the Borrowers and such amount is not made available to Credit Agent by such Lender by close of business on the date of the Advance, such Lender shall pay such amount to Credit Agent upon demand plus interest to the date of payment at a rate per annum equal to the Federal Funds Rate. 1.7(b) If a Lender fails to pay as provided herein, the Borrowers shall pay such amount to Credit Agent upon demand plus interest (at the rate applicable to the Borrowers for such Warehousing Advance) to the date of repayment. 1.7(c) Nothing in this Section 1.7 shall relieve any Lender from its obligation to fund its Percentage Share of any Advance, or prejudice any rights the Borrowers may have against any Lender as a result of such Lender's failure to make its Percentage Share of any Advance. 1.8. Replacement Notes. Upon receipt by Borrowers of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of any Note, and, in the case of any such loss, theft, destruction or mutilation, upon receipt by Borrowers of such Note, Borrowers will issue, in lieu thereof, a replacement note in the same principal amount thereof and otherwise of like tenor. 1.9. Joint and Several Liability Advances shall be made to any Borrower (except to the extent otherwise provided herein), as shall be requested in the Advance Request, but each Advance, regardless of which Borrower it is made to, shall be deemed made to or for the benefit of all Borrowers, and each Borrower jointly and severally shall be obligated to repay all Advances. With respect to its obligation to repay Advances made to any other Borrower, each Borrower agrees to the terms set forth in Exhibit K. 1.10. Limitation on Warehousing Advances and Term Loan Advances Lenders will make Warehousing Advances against Eligible Loans and Other Eligible Assets and Term Loan Advances against Servicing Contracts, upon the request of Borrowers, in the manner provided in Article 2, for the purposes set forth in Section 7.14 and 7.15. Lenders' obligation to make Warehousing Advances against Eligible Loans and Other Eligible Assets and Term Loan Advances are subject to the limitations set forth in Exhibit H. End of Article 0 PROCEDURES FOR OBTAINING ADVANCES 2.1. Warehousing Advances 2.1(a) To obtain a Warehousing Advance under this Agreement, Borrowers must deliver to Credit Agent either a completed and signed request for a Warehousing Advance on the then current form approved by Credit Agent or an Electronic Advance Request, ("Warehousing Advance Request"), not later than (i) in the case of Electronic Advance Requests, 2:30 p.m. on the Business Day, and (ii) in all other cases, 1 Business Day before the Business Day, on which Borrowers desire the Warehousing Advance. Subject to the delivery of a Warehousing Advance Request, Borrowers may obtain a Warehousing Advance under this Agreement upon compliance with the procedures set forth in this Section and in the applicable Exhibit B, including delivery to Credit Agent of all required Collateral Documents. Credit Agent's current form of Warehousing Advance Request is set forth in the applicable Exhibit A. Upon not less than 3 Business Days' prior Notice to Borrowers, Credit Agent may modify its form of Warehousing Advance Request, and any other Exhibit or document referred to in this Section to conform to either current legal requirements or Credit Agent practices and, as so modified, those Exhibits and documents will become part of this Agreement. Credit Agent will promptly notify Lenders of any changes made to any document under the preceding sentence. 2.1(b) In making the determination whether Warehousing Advances shall be made against an Eligible Loan, Credit Agent will be permitted to rely, without independent investigation of the correctness thereof, on the most recent information supplied by Borrowers to Credit Agent with respect to the Weighted Average Committed Purchase Price. Credit Agent will disburse Warehousing Advances against Eligible Loans and other amounts to fund the origination or acquisition of such Eligible Loans in such manner as Credit Agent determines, in its sole discretion. 2.1(c) To make Warehousing Advances against Other Eligible Assets hereunder, Credit Agent shall disburse the amount thereof into the Operating Account. 2.2. Term Loan Advances 2.2(a) To obtain a Term Loan Advance hereunder, Borrowers must deliver to Credit Agent, not later than 9:30 a.m. on the Business Day on which Borrowers desire to borrow Term Loan Advances hereunder, a completed and signed request for Term Loan Advances ("Term Loan Advance Request") on the then current form approved by Credit Agent. The current form in use by Credit Agent is Exhibit A-TL attached hereto. Credit Agent shall have the right, on not less than 3 Business Days' prior Notice to Borrowers, to modify Exhibit A-TL to conform to current legal requirements or Credit Agent practices and, as so modified, said Exhibit shall be deemed a part hereof. 2.2(b) To make Term Loan Advances hereunder, Credit Agent shall disburse the amount thereof (i) in the case of Term Loan Advances made to finance a Servicing Acquisition, to the seller in such Servicing Acquisition as directed by a Borrower; and (ii) in all other cases, into the Operating Account. 2.3. Estimate of Advances Borrowers will provide to Credit Agent, by the close of business on each Business Day, an estimate of the amount, if any, of Warehousing Advances against Other Eligible Assets and Term Loan Advances Borrowers expect to request on the following Business Day. End of Article 0 INTEREST, PRINCIPAL AND FEES 3.1. Interest 3.1(a) Except as otherwise provided in this Section, Borrowers must pay interest on the unpaid amount of each Warehousing Advance and each Term Loan Advance from the date that such Advance is made until it is paid in full at the Interest Rate specified in Exhibit H. 3.1(b) Borrowers and any Lender may enter into an agreement (the "Balance Funded Agreement") pursuant to which Borrowers agree to maintain deposits with such Lender or a Designated Bank in consideration of the funding of all or a portion of such Lender's Advances at a Balance Funded Rate. Borrowers may give written notice to any Lender with which it has a Balance Funded Agreement, as and when provided in such Balance Funded Agreement, of Borrowers' election to have a portion (the "Balance Funded Portion") of the principal amount of such Lender's Advances bear interest at the Balance Funded Rate during any calendar month. In the event Borrowers elect to have all or a portion of any Lender's Advances bear interest at the Balance Funded Rate during any month, such Lender shall notify Credit Agent no later than 12:00 Noon on the second Business Day of the following month of the estimated amount by which the interest to be paid by Borrowers on such Lender's Advances during such month was reduced as a result of the application of such Balance Funded Agreement. If the deposits maintained by Borrowers with such Lender or its Designated Bank during such month are less than the amount required with respect to the Balance Funded Portion, or if the estimate provided by a Lender pursuant to the previous sentence is not accurate, such Lender may charge and separately bill Borrowers a deficiency fee (a "Balance Deficiency Fee"), or credit Borrowers with any amount by which interest billed exceeded interest actually due, the amount of which shall be set forth in the Balance Funded Agreement between Borrowers and such Lender. 3.1(c) Credit Agent computes interest on the basis of the actual number of days in each month and a year of 360 days ("Accrual Basis"). Borrowers must pay interest monthly in arrears, not later than 9 days after the date of Credit Agent's invoice or, if applicable, 2 days after the date of Credit Agent's account analysis statement, commencing with the first month following the Closing Date and on the Warehousing Maturity Date. 3.1(d) If (1) Borrowers repay a Warehousing Advance on the same day that it was made by Credit Agent or (2) Borrowers instruct Credit Agent not to make a previously requested Warehousing Advance after Credit Agent has reserved funds or made other arrangements necessary to enable Credit Agent to fund that Warehousing Advance, Borrowers agree to pay to Credit Agent for the benefit of Lenders an administrative fee equal to 1 day of interest on that Warehousing Advance at the Interest Rate that would otherwise be applicable under Exhibit H for the applicable Eligible Loan or Other Eligible Asset type. 3.1(e) After an Event of Default occurs and upon Notice to Borrowers by Credit Agent, the unpaid amount of each Advance will bear interest at the Default Rate until paid in full. 3.1(f) Credit Agent will adjust the rates of interest provided for in this Agreement as of the effective date of each change in the applicable index. Credit Agent's determination of such rates of interest as of any date of determination are conclusive and binding, absent manifest error. 3.2. Interest Limitation Credit Agent and Lenders do not intend, by reason of this Agreement, the Notes or any other Loan Document, to receive interest in excess of the amount permitted by applicable law. If Credit Agent or Lenders receive any interest in excess of the amount permitted by applicable law, whether by reason of acceleration of the maturity of this Agreement, the Notes or otherwise, Credit Agent will apply the excess to the unpaid principal balance of the Advances and not to the payment of interest. If all Advances have been paid in full and the Commitments have expired or have been terminated, Credit Agent will remit any excess to Borrowers. This Section controls every other provision of all agreements between Borrowers, Credit Agent and Lenders and is binding upon and available to any subsequent holder of the Notes. 3.3. Principal Payments 3.3 (a) Borrowers must pay to Credit Agent for the benefit of Lenders the outstanding principal amount of all Warehousing Advances and Swingline Advances on the Warehousing Maturity Date. 3.3 (b) Borrowers must pay to Credit Agent for the benefit of Lenders the outstanding principal amount of all Term Loan Advances on the Term Loan Maturity Date. 3.3 (c) Except as otherwise provided in Section 3.1, Borrowers may prepay any portion of the Advances without premium or penalty at any time. 3.3 (d) Borrowers must pay to Credit Agent for the benefit of Lenders, without the necessity of prior demand or Notice from Credit Agent, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers' Operating Account for the amount of any outstanding Warehousing Advances or Swingline Advances 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 Credit Agent to a 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 Borrowers had knowledge of the misrepresentation, incomplete or incorrect information or fraud, on the date on which any 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 (B) any 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 30 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. 3.3 (e) Upon telephonic or written Notice to Borrowers by Credit Agent, Borrowers must pay to Credit Agent for the benefit of Lenders, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers' 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 or, in the case of a Bond Program Mortgage Loan, 75 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 without receipt by Credit Agent of all Collateral Documents relating to the Pledged Loan. (4) 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. 3.3 (f) In addition to the payments required by Sections 3.3(d) and 3.3(e), if the principal amount of any Pledged Loan or Other Eligible Asset is prepaid in whole or in part while a Warehousing Advance or Swingline Advance are outstanding against the Pledged Loan or Other Eligible Asset, Borrowers must pay to Credit Agent, without the necessity of prior demand or Notice from Credit Agent, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers' Operating Account for, the amount of the prepayment, to be applied against the Warehousing Advance or Swingline Advance. 3.3 (g) 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. Borrowers must give Notice to Credit Agent in writing or by telephone or by RFConnects Delivery to Credit Agent (and if by telephone, followed promptly by written Notice) of the Pledged Assets for which proceeds have been received. Upon receipt of Borrowers' Notice, Credit Agent will apply any proceeds deposited into the Cash Collateral Account to the payment of the Advances related to the Pledged Assets identified by Borrowers in their Notice, and those Pledged Assets will be considered to have been redeemed from pledge. Credit Agent is entitled to rely upon Borrowers' affirmation that deposits in the Cash Collateral Account represent payments from Investors or obligors for the purchase of the Pledged Assets specified by Borrowers in their Notice. If the payment from an Investor for the purchase of Pledged Assets is less than the outstanding Advances against the Pledged Assets identified by Borrowers in their Notice, Borrowers must pay to Credit Agent, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers' Operating Account in an amount equal to that deficiency. As long as no Default or Event of Default exists, Credit Agent will return to Borrowers any excess payment from an Investor or obligor for Pledged Assets unless the Majority Lenders instruct Credit Agent otherwise. For the purposes of this Section 3.3(f), payments made by check into the Cash Collateral Account shall be deemed received when the check has cleared in accordance with Credit Agent's usual procedures. 3.3 (h) Credit Agent reserves the right to revalue any Pledged Loan that is not (i) covered by a Purchase Commitment from Fannie Mae or Freddie Mac, or (ii) to be exchanged for an Agency Security if that Agency Security is covered by a Purchase Commitment. Borrowers must pay to Credit Agent, without the necessity of prior demand or Notice from Credit Agent, and Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers' 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, multiplied by the Fair Market Value of the Mortgage Loan, as applicable 3.3 (i) If at any time the aggregate outstanding principal balance of all Term Loan Advances exceeds the Servicing Collateral Value, Borrowers shall prepay the Term Loan Advances in the amount of such excess. If at any time the aggregate outstanding principal balance of all Term Loan Advances and Warehousing Advances made against Other Eligible Assets exceeds 90% of the most recent Appraisal Value of the Servicing Portfolio (adjusted to reflect additions to and deletions from the Eligible Servicing Portfolio since the date of the relevant Appraisal), Borrowers shall prepay the following types of Advances, in order, in the amount of such excess: Warehousing Advances outstanding against Other Eligible Assets, other than Repurchased Maturing Mortgage Loans; Term Loan Advances; and Warehousing Advances outstanding against Repurchased Maturing Mortgage Loans. 3.3 (j) Amounts received by Credit Agent as proceeds of the sale or other disposition of or payments on Pledged Loans, Pledged Securities and Other Eligible Assets and applied to the principal amount of Warehousing Advances shall be allocated among Lenders as follows: (1) First, except in the case of proceeds of or payments on Other Eligible Assets, to RFC until the principal amount of Swingline Advances have been paid in full; and (2) Second, pro rata to the Lenders in accordance with their respective Percentage Shares. Amounts applied to Swingline Advances set forth above shall be deemed to be a repayment of the Warehousing Advances deemed pursuant to Section 1.3 to be outstanding against such Pledged Loans or Pledged Securities. 3.3 (k) The outstanding amount of any Swingline Advance made pursuant to Section 1.3 shall be payable in full within 1 Business Day after the date of such Advance. 3.4. Warehousing Commitment Fees Borrowers must pay each Lender, through Credit Agent, a fee ("Warehousing Commitment Fee") in the amount of 0.125% per annum of the amount of such Lender's Warehousing Commitment Amount. The Warehousing Commitment Fee is payable quarterly in advance. Credit Agent computes the Warehousing Commitment Fee on the basis of the actual number of days in each Calendar Quarter and a year of 360 days. On the Closing Date, Borrowers must pay the prorated portion of the Warehousing Commitment Fee due from the Closing Date to the last day of the current Calendar Quarter. After the Closing Date, Borrowers must pay the Warehousing Commitment Fee within 9 days after the date of Credit Agent's invoice or, if applicable, within 2 days after the date of Credit Agent's account analysis statement. If any Lender increases its Warehousing Commitment Amount, or if an Additional Lender becomes a party hereto, during any Calendar Quarter, Borrowers shall pay the prorated portion of the Warehousing Commitment Fee on the amount of such increase or the amount of such Additional Lender's Warehousing Commitment Amount from the effective date thereof to the last day of the current Calendar Quarter. If the date set forth in clause (a) of the definition of Warehousing Maturity Date occurs on a day other than the last day of a Calendar Quarter, Borrowers must pay the prorated portion of the Warehousing Commitment Fee due from the beginning of the then current Calendar Quarter to and including that date. Borrowers are not entitled to a reduction in the amount of the Warehousing Commitment Fee if (a) the Warehousing Commitment Amounts are reduced or (b) the Warehousing Commitment is terminated at the request of Borrowers or as a result of an Event of Default. If the Warehousing Commitment terminates at the request of Borrowers or as a result of an Event of Default, Borrowers must pay, on the date of termination, a Warehousing Commitment Fee on the Warehousing Commitment Amounts in effect immediately prior to termination, for the period from the date of termination to and including the date set forth in clause (a) of the definition of Warehousing Maturity Date on the date of such termination. Credit Agent's determination of the Warehousing Commitment Fee for any period is conclusive and binding, absent manifest error. 3.5. Term Loan Non-Usage Fees At the end of each Calendar Quarter during the term of this Agreement, Credit Agent will determine the average usage of the Term Loan Commitment by calculating the arithmetic daily average of the Term Loan Advances outstanding during each month during such Calendar Quarter ("Used Portion"). Credit Agent will then subtract the Used Portion from the arithmetic daily average of the Term Loan Credit Limit during each such month, and the result, if positive, will be known as the "Unused Portion." Borrowers agree to pay to Credit Agent, for the account of Lenders, a fee ("Non-Usage Fee") in the amount of 0.20% per annum of the Unused Portion during each month during such Calendar Quarter. The Non-Usage Fee is payable quarterly, in arrears. Credit Agent computes the Non-Usage Fee on the basis of the actual number of days in each month and a year of 360 days. Borrowers must pay the Non-Usage Fee within 9 days after of the date of Credit Agent's invoice or if applicable, within 2 days after the date of Credit Agent's account analysis statement. If the date set forth in clause (a) of the definition of Term Loan Maturity Date occurs on a day other than the last day of a Calendar Quarter, Borrowers must pay the prorated portion of the Non-Usage Fee due from the beginning of the then current Calendar Quarter to and including that date. Borrowers are not entitled to a reduction in the amount of the Non-Usage Fee if the Term Loan Commitment Amount is terminated at the request of Borrowers or as a result of an Event of Default. If the Term Loan Commitment terminates at the request of Borrowers or as a result of an Event of Default, Borrowers must pay, on the date of termination, a Non-Usage Fee in the amount of 0.20% per annum on (i) through the date of such termination, the Unused Portion, and (ii) from and after the date of such termination to and including the date set forth in clause (a) of the definition of Term Loan Commitment Terminaton Date, the Term Loan Credit Limit. Credit Agent's determination of the Non-Usage Fee for any period is conclusive and binding, absent manifest error. 3.6. Agent's Fee Borrowers shall pay to Credit Agent, for its own account, such fees as shall be separately agreed between Borrowers and Credit Agent. 3.7. Loan Package Fees, Wire Fees, Warehousing Fees At the time of each Warehousing Advance against an Eligible Loan, Borrowers will incur a loan package fee ("Loan Package Fee") and a wire fee ("Wire Fee"). Loan Package Fees and Wire Fees may, at Credit Agent's discretion, be billed separately or combined into a single warehousing fee ("Warehousing Fee"). Borrowers must pay all Loan Package Fees, Wire Fees or Warehousing Fees in the amount separately agreed between Borrowers and Credit Agent within 9 days after the date of Credit Agent's invoice or, if applicable, within 2 days after the date of Credit Agent's account analysis statement. 3.8. Miscellaneous Fees and Charges Borrowers must reimburse Credit Agent for all Miscellaneous Fees and Charges. Borrowers must pay all Miscellaneous Fees and Charges within 9 days after the date of Credit Agent's invoice or, if applicable, within 2 days after the date of Credit Agent's account analysis statement. 3.9. [Intentionally Omitted] 3.10. Method of Making Payments 3.10 (a) Credit Agent shall, on or before the 5th Business Day of each month, deliver to Borrowers billings for interest due and payable on Advances, the Warehousing Commitment Fees, the Term Loan Non-Usage Fees, Miscellaneous Charges payable to it and other fees and charges calculated through the end of the preceding month. On or after the 9th Business Day of each month, Borrowers shall pay to Credit Agent the full amount of interest, fees and charges billed as described above. 3.10 (b) All payments made on account of the Obligations shall be made by Borrowers to Credit Agent for distribution to Lenders, except for Balance Deficiency Fees, which shall be made directly to the applicable Lenders, and fees and charges payable to Credit Agent for its own account. All payments made on account of the Obligations shall be made without setoff or counterclaim, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority, and must be received by Credit Agent by 1:30 p.m. on the day of payment, it being expressly agreed and understood that if a payment is received after 1:30 p.m. by Credit Agent such payment will be considered to have been made on the next succeeding Business Day and interest thereon shall be payable by Borrowers at the then applicable rate during such extension. No principal payments resulting from the sale of Pledged Loans or Pledged Securities shall be deemed to have been received by Credit Agent until Credit Agent has also received the Notice required under Section 3.3(g). All payments shall be made in lawful money of the United States of America in immediately available funds transferred via wire to the Cash Collateral Account. If any payment required to be made by Borrowers hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest shall be payable on Advances so extended at the then applicable rate during such extension. 3.10 (c) All amounts received by Credit Agent on account of the Obligations (except amounts received in respect of fees or expenses payable hereunder to Credit Agent for its own account or amounts payable to RFC for Swingline Advances) shall be disbursed to Lenders by wire transfer on the date of receipt if received by Credit Agent by the applicable deadlines for payment thereof as specified in Section 3.10(b) hereof, or if received later, by 12:00 noon on the next succeeding Business Day, without any interest payable by Credit Agent thereon. 3.10 (d) Without limiting any other right that Credit Agent or any Lender may have under applicable law or otherwise, while a Default or Event of Default exists, Borrowers authorize Credit Agent to cause the Funding Bank to charge Borrowers' Operating Account, for any Obligations due and owing, without the necessity of prior demand or Notice from Credit Agent. 3.11. Illegality In the event that any Lender shall have determined (which determination shall be conclusive and binding absent manifest error) at any time that the introduction of, or any change in, any applicable law, rule, regulation, order or decree or in the interpretation or the administration thereof by any Person charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive (whether or not having the force of law) of any such Person, shall make it unlawful or impossible for such Lender to charge interest at the Balance Funded Rate based on Borrowers' Eligible Balances as contemplated by this Agreement, then such Lender shall forthwith give Notice thereof to Credit Agent and Borrowers describing such illegality in reasonable detail. Upon the giving of such Notice, the obligation of such Lender to charge interest at the Balance Funded Rate based on Borrowers' Eligible Balances shall be immediately suspended for the duration of such illegality and with respect to Advances bearing interest at the Balance Funded Rate, each such Advance of such Lender shall bear interest at the applicable Interest Rate described in Exhibit H. If and when such illegality ceases to exist, such Lender shall notify Credit Agent and Borrowers thereof and such suspension shall cease. 3.12. Increased Costs; Capital Requirements In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority: 3.12 (a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or 3.12 (b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such Lender with respect to this Agreement or Advances made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent of the event by reason of which it has become so entitled and Borrowers shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers shall be conclusive in the absence of manifest error. 3.13. Withholding Taxes 3.13 (a)(1) Any and all payments by Borrowers hereunder or under the Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed on it by any jurisdiction (excluding, in the case of each Lender and Credit Agent, (y) franchise taxes imposed on or measured by its income by the jurisdiction under the laws of which such Lender or Credit Agent, as the case may be, is organized or any political subdivision thereof, and, (z) if such Lender or Credit Agent is entitled at such time to a total or partial exemption from withholding that is required to be evidenced by a United States Internal Revenue Service Form, taxes imposed on it by reason of any failure of such Lender or Credit Agent to deliver to Credit Agent or the Borrowers, from time to time as required by Credit Agent or Borrowers, such Form, completed in a manner reasonably satisfactory to Credit Agent or the Borrowers) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If Borrowers shall be required by law to deduct any taxes from or in respect of any sum payable hereunder or under any Note to any Lender or Credit Agent (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13) such Lender or Credit Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, and (iii) Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law. (2) Borrowers will indemnify each Lender and Credit Agent for the full amount of taxes (including, without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section 3.13 paid by such Lender or Credit Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or Credit Agent (as the case may be) makes written demand therefor. (3) Within 30 days after the date of any payment of taxes, Borrowers will furnish to Credit Agent the original or a certified copy of a receipt evidencing payment thereof. (4) Prior to the Closing Date, in the case of each Lender which is an original signatory hereto, and on the date of the assignment pursuant to which it becomes a Lender, in the case of each other Lender, and from time to time thereafter if requested by Borrowers or Credit Agent, each Lender organized under the laws of a jurisdiction outside the United States that is entitled to an exemption from United States withholding tax, or that is subject to such tax at a reduced rate under an applicable tax treaty, shall provide Credit Agent and Borrowers with an Internal Revenue Service Form W-8BEN or W-8ECI or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Lender's entitlement to such exemption or reduced rate with respect to all payments to be made to such Lender hereunder and under the Notes. Unless Borrowers and Credit Agent have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrowers or Credit Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States. (5) Any Lender claiming any additional amounts payable pursuant to this Section 3.13 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its applicable lending office to a jurisdiction in which such Lender already has a lending office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (6) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 3.13 shall survive the payment in full of principal and interest hereunder and under the Notes. 3.13 (b) If Borrowers become obligated to pay additional amounts described in Section 3.13(a) as a result of any condition described in such Section and payment of such amount is demanded by any Lender, then unless a Default or an Event of Default shall have occurred and be continuing or such Lender has theretofore taken steps that will promptly remove or cure the conditions creating the cause for such obligation to pay such additional amounts, or has revoked such election, as the case may be, Borrowers may, on 10 Business Days' prior written Notice to Credit Agent, who shall promptly send a copy of such notice to each Lender, cause such Lender to (and such Lender shall, upon payment in full of all amounts outstanding in respect of such Lender's Advances, including accrued interest thereon, and all other amounts due and payable to such Lender hereunder) assign pursuant to Section 12.6 all of its rights and obligations under this Agreement to a Lender or other Person selected by Borrowers and reasonably acceptable to Credit Agent. End of Article 3 COLLATERAL 4.1. Grant of Security Interest As security for the payment of the Notes and for the performance of all of Borrowers' Obligations, Borrowers grant a security interest to Credit Agent, for the benefit of Lenders, in all of Borrowers' right, title and interest in and to the following described property ("Collateral"): 4.1 (a) All amounts advanced by Credit Agent to or for the account of Borrowers under this Agreement to fund a Mortgage Loan until that Mortgage Loan is closed and those funds disbursed. 4.1 (b) All Mortgage Loans, including all Mortgage Notes, Mortgages and Security Agreements evidencing or securing those Mortgage Loans, that are delivered or caused to be delivered to Credit Agent or any Lender (including delivery to a third party on behalf of Credit Agent), or that otherwise come into the possession, custody or control of Credit Agent or any Lender (including the possession, custody or control of a third party on behalf of Credit Agent) for the purpose of pledge or in respect of which Credit Agent has made an Advance under this Agreement (collectively, "Pledged Loans"). 4.1 (c) All Mortgage-backed Securities that are created in whole or in part on the basis of Pledged Loans or that are delivered or caused to be delivered to Credit Agent or any Lender (including delivery to a third party on behalf of Credit Agent), or that otherwise come into the possession, custody or control of Credit Agent or any Lender (including the possession, custody or control of a third party on behalf of Credit Agent) or that are registered by book-entry in the name of Credit Agent or any Lender (including registration in the name of a third party on behalf of Credit Agent), in each case for the purpose of pledge, or in respect of which an Advance has been made under this Agreement (collectively, "Pledged Securities"). 4.1 (d) All private mortgage insurance and all commitments issued by the VA or FHA to insure or guarantee any Mortgage Loans included in the Pledged Loans, all Purchase Commitments held by Borrowers covering Pledged Loans or Pledged Securities, and all proceeds from the sale of Pledged Loans or Pledged Securities to Investors pursuant to those Purchase Commitments; and all personal property, contract rights, servicing rights or contracts and servicing fees and income or other proceeds, amounts and payments payable to Borrowers as compensation or reimbursement, accounts, payments, intangibles and general intangibles of every kind relating to Pledged Loans, Pledged Securities, Purchase Commitments, VA commitments or guaranties, FHA commitments, private mortgage insurance and commitments, and all other documents or instruments relating to Pledged Loans and Pledged Securities, including any interest of Borrowers in any fire, casualty or hazard insurance policies and any awards made by any public body or decreed by any court of competent jurisdiction for a taking or for degradation of value in any eminent domain proceeding as the same relate to Pledged Loans. 4.1 (e) All Servicing Contracts now owned or created or acquired by Borrowers after the date of this Agreement that do not, by their terms, prohibit the creation of a Lien thereon in favor of Credit Agent (collectively, "Pledged Servicing Contracts"). 4.1 (f) All rights of Borrowers to receive payments under or by virtue of the Servicing Contracts owned by Borrowers, whether as servicing fees, servicing income, damages, amounts payable upon the cancellation or termination of those Servicing Contracts, interest on the foregoing, or otherwise (collectively, "Pledged Servicing Payments"). 4.1 (g) All agreements under which any Servicing Contract owned by Borrowers was acquired or is sold by Borrowers (including the acquisition or sale of a Person that owns the Servicing Contract), and all documents executed or delivered in connection with that acquisition or sale (collectively, "Pledged Servicing Acquisition/Disposition Agreements"). 4.1 (h) All accounts or general intangibles


Category: American mortgage

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