FY2002 10K Exhibit 10.99





                         Exhibit 10.99 






 

 

 

 

 



BETWEEN

,

a  

AND

RESIDENTIAL FUNDING CORPORATION,

a Delaware corporation

Dated as of March 7, 2003

table of contents

 
1.THE CREDIT1-1
1.1. The Warehousing Commitment1-1

1.2. Expiration of Warehousing Commitment1-1

1.3. Warehousing Note1-2




2.PROCEDURES FOR OBTAINING ADVANCES2-1
2.1. Warehousing Advances2-1




3.INTEREST, PRINCIPAL AND FEES3-1
3.1. Interest3-1

3.2. Interest Limitation3-1

3.3. Principal Payments3-1

3.4. Buydowns3-3

3.5. Non-Usage Fees3-4

3.6. Loan Package Fees, Wire Fees, Warehousing Fees3-4

3.7. Miscellaneous Fees and Charges3-5

3.8. Overdraft Advances3-5

3.9. Method of Making Payments3-5




4.COLLATERAL4-1
4.1. Grant of Security Interest4-1

4.2. Maintenance of Collateral Records4-2

4.3. Release of Security Interest in Pledged Loans and Pledged
Securities4-2

4.4. Collection and Servicing Rights4-3

4.5. Return of Collateral at End of Warehousing Commitment4-4

4.6. Delivery of Collateral Documents4-4




5.CONDITIONS PRECEDENT5-1
5.1. Initial Advance5-1

5.2. Each Advance5-2

5.3. Force Majeure5-3




6.GENERAL REPRESENTATIONS AND WARRANTIES6-1
6.1. Place of Business6-1

6.2. Organization; Good Standing; Subsidiaries6-1

6.3. Authorization and Enforceability6-1

6.4. Approvals6-1

6.5. Financial Condition6-2

6.6. Litigation6-2

6.7. Compliance with Laws6-2

6.8. Regulation U6-2

6.9. Investment Company Act6-2

6.10. Payment of Taxes6-3

6.11. Agreements6-3

6.12. Title to Properties6-3

6.13. ERISA6-3

6.14. No Retiree Benefits6-4

6.15. Assumed Names6-4

6.16. Servicing6-4




7.AFFIRMATIVE COVENANTS7-1
7.1. Payment of Obligations7-1

7.2. Financial Statements7-1

7.3. Other Borrower Reports7-1

7.4. Maintenance of Existence; Conduct of Business7-2

7.5. Compliance with Applicable Laws7-2

7.6. Inspection of Properties and Books; Operational Reviews7-2

7.7. Notice7-3

7.8. Payment of Debt, Taxes and Other Obligations7-3

7.9. Insurance7-3

7.10. Closing Instructions7-3

7.11. Subordination of Certain Indebtedness7-4

7.12. Other Loan Obligations7-4

7.13. ERISA7-4

7.14. Use of Proceeds of Warehousing Advances7-4




8.NEGATIVE COVENANTS8-1
8.1. Contingent Liabilities8-1

8.2. Pledge of Servicing Contracts8-1

8.3. Restrictions on Fundamental Changes8-1

8.4. Subsidiaries8-1

8.5. Deferral of Subordinated Debt8-1

8.6. Loss of Eligibility8-2

8.7. Accounting Changes8-2

8.8. Leverage Ratio8-2

8.9. Minimum Tangible Net Worth8-2

8.10. Current Ratio8-2

8.11. Minimum Cash8-2

8.12. Profitability8-2

8.13. Distributions to Shareholders8-2

8.14. Transactions with Affiliates8-2

8.15. Recourse Servicing Contracts8-3




9.SPECIAL REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING
COLLATERAL9-1
9.1. Special Representations and Warranties Concerning Eligibility as
Seller/Servicer of Mortgage Loans9-1

9.2. Special Representations and Warranties Concerning Warehousing
Collateral9-1

9.3. Special Affirmative Covenants Concerning Warehousing
Collateral9-3

9.4. Special Negative Covenants Concerning Warehousing Collateral9-
4




10.DEFAULTS; REMEDIES10-1
10.1. Events of Default10-1

10.2. Remedies10-2

10.3. Application of Proceeds10-5

10.4. Lender Appointed Attorney-in-Fact10-5

10.5. Right of Set-Off10-5




11.MISCELLANEOUS11-1
11.1. Notices11-1

11.2. Reimbursement Of Expenses; Indemnity11-1

11.3. Financial Information11-2

11.4. Terms Binding Upon Successors; Survival of Representations11-
2

11.5. Assignment11-2

11.6. Amendments11-3

11.7. Governing Law11-3

11.8. Participations11-3

11.9. Relationship of the Parties11-3

11.10. Severability11-3

11.11. Consent to Credit References11-4

11.12. Counterparts11-4

11.13. Headings/Captions11-4

11.14. Entire Agreement11-4

11.15. Consent to Jurisdiction11-4

11.16. Waiver of Jury Trial11-4

11.17. Waiver of Punitive, Consequential, Special or Indirect
Damages11-5




12.DEFINITIONS12-1
12.1. Defined Terms12-1

12.2. Other Definitional Provisions; Terms of Construction12-
11









EXHIBITS*


Exhibit Request for Advance Against Eligible Loans


Exhibit Procedures and Documentation for
Warehousing Mortgage Loans 

Exhibit Schedule of Servicing Portfolio

Exhibit Subsidiaries

Exhibit Compliance Certificate

Exhibit Schedule of Lines of Credit

Exhibit Assumed Names

Exhibit Eligible Loans and Other Assets

Exhibit Collateral Operations Fee Schedule

Exhibit Commitment Summary Report







 

 

 

 

 

* Exhibits and schedules have been omitted in accordance with Item 601
of Regulation S-K, and will be provided upon request.



 

, dated as of March 7, 2003 between , a
("Borrower"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
("Lender").
Borrower has requested certain financing from Lender.

Lender has agreed to provide that financing to Borrower
subject to the terms and conditions of this Agreement.


Subject to Borrower's satisfaction of the conditions set
forth in Article 5, the "Closing Date" for the transactions contemplated
by this Agreement is March 7, 2003.



NOW, THEREFORE, the parties to this Agreement agree as
follows:

	THE
CREDIT

The Warehousing
Commitment 

On the terms and subject
to the conditions and limitations of this Agreement, including Exhibit H,
Lender agrees to make Warehousing Advances to Borrower from the Closing Date to
the Business Day immediately preceding the Warehousing Maturity Date, during
which period Borrower may borrow, repay and reborrow in accordance with the provisions of this Agreement. Lender has
no obligation to make Warehousing Advances in excess of the Warehousing
Commitment Amount.  While a Default or Event of Default exists, Lender may
refuse to make any additional Warehousing Advances to Borrower.  All Warehousing
Advances under this Agreement constitute a single indebtedness, and all of the
Collateral is security for the Warehousing Note and for the performance of all
of the Obligations. If the initial Warehousing Advance has
not been made on or before June 30, 2003, the Warehousing Commitment and
Lender's obligation to make Warehousing Advances to Borrower under this
Agreement will automatically terminate, and all Obligations (including any
Obligations arising under Section 11.2) will automatically become due and
payable, without presentment, demand or other Notice or requirements of any
kinds, all of which Borrower expressly waives. 

Expiration of
Warehousing Commitment

The
Warehousing Commitment expires on the earlier of ("Warehousing Maturity
Date"): (a) December 31, 2003, as such date may be extended in
writing by Lender, in its sole discretion, on which date the Warehousing
Commitment will expire of its own term and the Warehousing Advances will become
due and payable without the necessity of Notice or action by Lender; and
(b) the date the Warehousing Commitment is terminated and the Warehousing
Advances become due and payable under Section 10.2.



Warehousing Note 

Warehousing Advances are
evidenced by Borrower's promissory note, payable to Lender on the form
prescribed by Lender ("Warehousing Note"). The term "Warehousing Note" as
used in this Agreement includes all amendments, restatements, renewals or
replacements of the original Warehousing Note and all substitutions for it. All
terms and provisions of the Warehousing Note are incorporated into this
Agreement.

 

End of Article 1

	PROCEDURES FOR OBTAINING ADVANCES

Warehousing Advances

To obtain a Warehousing
Advance under this Agreement, Borrower must deliver to Lender either a completed
and signed request for a Warehousing Advance on the then current form approved
by Lender, or an Electronic Advance Request, together with a list of the
Mortgage Loans for which the request is being made and a signed RFConnects
Pledge Agreement sent by facsimile ("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 Borrower desires the Warehousing Advance.
Subject to the delivery of a Warehousing Advance Request and the satisfaction of
the conditions set forth in Sections 5.1 and 5.2, Borrower 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 Lender of all required Collateral Documents. Lender's current form
of Warehousing Advance Request is set forth in Exhibit A. Upon not
less than 3 Business Days' prior Notice to Borrower, Lender may modify its form
of Warehousing Advance Request, RFConnects Pledge Agreement and any other
Exhibit or document referred to in this Section to conform to current legal
requirements or Lender practices and, as so modified, those Exhibits and
documents will become part of this Agreement. 

 

End of Article 2

	INTEREST, PRINCIPAL AND
FEES

Interest

Except as otherwise provided in this Section, Borrower
must pay interest on the unpaid amount of each Warehousing Advance from the date
the Warehousing Advance is made until it is paid in full at the Interest Rate
specified in Exhibit H. 

Lender computes interest on the basis of the actual
number of days in each month and a year of 360 days ("Accrual Basis").
Borrower must pay interest monthly in arrears, on the 9th day of each
month in the amount set forth on Lender's invoice, commencing with the first
month following the Closing Date and on the Warehousing Maturity Date.

If, for any reason Borrower repays a Warehousing Advance
on the same day that it was made by Lender, Borrower agrees to pay to Lender 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.
Borrower must pay all administrative fees within 9 days after the date of
Lender's invoice or, if applicable, within 2 days after the date of Lender's
account analysis statement.

After an Event of Default occurs and upon Notice to
Borrower by Lender, the unpaid amount of each Warehousing Advance will bear
interest at the Default Rate until paid in full.

Lender will adjust the rates of
interest provided for in this Agreement as of the effective date of each change
in the applicable index. Lender's determination of such rates of interest as of
any date of determination are conclusive and binding, absent manifest error.

Interest Limitation

Lender does not intend,
by reason of this Agreement, the Warehousing Note or any other Loan Document, to
receive interest in excess of the amount permitted by applicable law. If Lender
receives any interest in excess of the amount permitted by applicable law,
whether by reason of acceleration of the maturity of this Agreement, the
Warehousing Note or otherwise, Lender will apply the excess to the unpaid
principal balance of the Warehousing Advances and not to the payment of
interest. If all Warehousing Advances have been paid in full and the Warehousing
Commitment has expired or has been terminated, Lender will remit any excess to
Borrower. This Section controls every other provision of all agreements between
Borrower and Lender and is binding upon and available to any subsequent holder
of the Warehousing Note.

Principal Payments

Borrower must pay Lender the outstanding principal amount
of all Warehousing Advances on the Warehousing Maturity Date.

Except as otherwise provided in
Section 3.1, Borrower may prepay any portion of the Warehousing Advances without
premium or penalty at any time.

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: 

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. 

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. 

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. 

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. 

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.

One (1) Business Day immediately preceding the date
scheduled for the foreclosure or trustee sale of the premises securing a Pledged
Loan.

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.  

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: 

For any Pledged Loan, the Warehouse Period elapses.

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.

Seven (7) Business Days elapse from the date a Wet
Settlement Advance was made against a Pledged Loan without receipt by Lender of
all Collateral Documents relating to the Pledged Loan.

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.
  
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.

In addition
to the payments required 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.

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. 

Lender reserves the right to
revalue any Pledged Loan.  Borrower must pay to Lender, without the necessity of
prior demand or Notice from Lender, 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. 

Buydowns 

Borrower may prepay a
portion of the Warehousing Advances outstanding against Prime Mortgage Loans (a
"Buydown") upon Notice to Lender not later than (a) 1:00 p.m.
on the Business Day immediately preceding the Business Day on which Borrower
desires to make a Buydown in the amount of $10,000,000 or more or (b) 1:00 p.m.
on the Business Day on which Borrower desires to make a Buydown in an amount
less than $10,000,000.  Each Buydown must be in an amount not less than $5,000,
and Buydowns may not exceed, in the aggregate, the amount outstanding against
Prime Mortgage Loans.  A Buydown is a reduction in the aggregate amount of the
Warehousing Advances outstanding against Prime Mortgage Loans, but does not
represent the prepayment of any particular Warehousing Advance, and does not
entitle Borrower to the release of any Collateral.  Lender may apply Buydowns to
reduce interest payable by Borrower on outstanding Warehousing Advances in any
order that Lender determines in its sole discretion.  Unless a Default or Event
of Default exists, Borrower may reborrow all or any portion of a Buydown upon
Notice to Lender not later than (m) 1:00 p.m. on the Business Day immediately
preceding the Busines Day on which borrower desires to reborrow $10,000,000 or
more or (n) 1:00 p.m. on the Business Day that Borrower desires to reborrow an
amount less than $10,000,000.  If Lender receives Buydowns or a combination of
Buydowns and payments of Warehousing Advances that exceed the aggregate
principal balance of the Warehousing Advances outstanding against Prime Mortgage
Loans (an "Excess Buydown"), as long as no Default or Event of
Default exists, Borrower may reborrow all or any portion of an Excess Buydown
upon Notice to Lender not later than (y) 1:00 p.m. on the Business Day
immediately preceding the Business Day on which Borrower desires to reborrow
$10,000,000 or more or (z) 1:00 p.m. on the Business Day that Borrower desires
to reborrow an amount less than $10,000,000.   Alternatively, Lender may, in its
sole discretion, re-advance to Borrower all or any portion of an Excess Buydown
by causing the Funding Bank to credit the Operating Account in that amount.
Lender has no obligation to pay or otherwise provide to Borrower any interest,
dividends or other benefits on an Excess Buydown.
    
Non-Usage Fees 

At the end of each
Calendar Quarter during the term of this Agreement, commencing with the Calendar
Quarter beginning on March 31, 2003, Lender will determine the average usage of
the Warehousing Commitment by calculating the arithmetic daily average of the
Warehousing Advances outstanding during such Calendar Quarter ("Used
Portion"). Lender will then subtract the Used Portion from the lesser
of (a) the arithmetic daily average of the Warehousing Commitment Amount and (b)
$50,000,000, and the result, if positive, will be known as the "Unused
Portion." Borrower must pay to Lender a fee ("Non-Usage
Fee") in the amount of 0.25% per annum of the Unused Portion during
such Calendar Quarter, except that no Non-Usage Fee will be charged for any
Calendar Quarter in which the Used Portion is equal to or greater than
$25,000,000 of the Warehousing Commitment Amount. The Non-Usage Fee is payable
quarterly, in arrears. Lender computes the Non-Usage Fee on the basis of the
actual number of days in each Calendar Quarter and a year of 360 days. Borrower
must pay the Non-Usage Fee within 9 days after the date of Lender's invoice or,
if applicable, within 2 days after the date of Lender's account analysis
statement. 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, Borrower 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.
Borrower is not entitled to a reduction in the amount of the Non-Usage Fee if
the Warehousing Commitment is terminated at the request of Borrower or as a
result of an Event of Default. If the Warehousing Commitment terminates at the
request of Borrower or as a result of an Event of Default, Borrower must pay, on
the date of termination, a Non-Usage Fee in the amount of 0.25% per annum of the
Warehousing Commitment Amount in effect immediately prior to the date of
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.
Lender's determination of the Non-Usage Fee for any period is conclusive and
binding, absent manifest error.

Loan Package Fees, Wire Fees, Warehousing
Fees

At the time of each
Warehousing Advance against an Eligible Loan, Borrower will incur a loan package
fee ("Loan Package Fee") and a wire fee ("Wire
Fee"). Loan Package Fees and Wire Fees may, at Lender's discretion, be
billed separately or combined into a single warehousing fee
("Warehousing Fee").  Borrower must pay all Loan Package Fees,
Wire Fees or Warehousing Fees in the amount set forth in Exhibit H within
9 days after the date of Lender's invoice or, if applicable, within 2 days after
the date of Lender's account analysis statement. 

Miscellaneous Fees and
Charges

Borrower must reimburse Lender
for all Miscellaneous Fees and Charges.  Borrower must pay all Miscellaneous
Fees and Charges within 9 days after the date of Lender's invoice or, if
applicable, within 2 days after the date of Lender's account analysis
statement.

Overdraft Advances

If, under the
authorization given by Borrower in the Funding Bank Agreement or pursuant to
this Agreement, Lender debits Borrower's Operating Account or directs the
Funding Bank to honor an item presented against the Operating Account or against
the Check Disbursement Account, and that debit or direction results in an
overdraft, Lender may make an additional Warehousing Advance to fund that
overdraft ("Overdraft Advance").  Borrower must pay (a) the
outstanding amount of any Overdraft Advance, within 1 Business Day after the
date of the Overdraft Advance, and (b) interest on the amount of the Overdraft
Advance, at a rate per annum equal to the Bank One Prime Rate plus 2%, within 9
days after the date of Lender's invoice or, if applicable, within 2 days after
the date of Lender's account analysis statement.  

Method of Making
Payments

Unless otherwise specified in this Agreement, Borrower
must make all payments under this Agreement to Lender by the close of business
on the date when due unless the date is not a Business Day. If the due date is
not a Business Day, payment is due on, and interest will accrue to, the next
Business Day. Borrower must make all payments in United States dollars in
immediately available funds transferred by wire to accounts designated by
Lender.

Borrower authorizes Lender to
cause the Funding Bank to charge Borrower's Operating Account for any interest
or fees due and payable to Lender on the 9th day of each month in the amount set
forth on Lender's invoice, without the necessity of prior demand or Notice from
Lender. 

While a Default or Event of Default exists, Borrower
authorizes Lender to cause the Funding Bank to charge Borrower's Operating
Account for any Obligations due
and payable to Lender, without the necessity of prior demand or Notice from
Lender.

 

End of Article 3

	COLLATERAL

Grant of Security Interest 

As security for the
payment of the Warehousing Note and for the performance of all of Borrower's
Obligations, Borrower grants a security interest to Lender in all of Borrower's
right, title and interest in and to the following described property
("Collateral"):

All amounts advanced by Lender to
or for the account of Borrower under this Agreement to fund a Mortgage Loan
until that Mortgage Loan is closed and those funds disbursed.

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 Lender
(including delivery to a third party on behalf of Lender), or that otherwise
come into the possession, custody or control of Lender (including the
possession, custody or control of a third party on behalf of Lender) for the
purpose of pledge or in respect of which Lender has made a Warehousing Advance
under this Agreement (collectively, "Pledged Loans").

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 Lender (including delivery to a third
party on behalf of Lender), or that otherwise come into the possession, custody
or control of Lender (including the possession, custody or control of a third
party on behalf of Lender) or that are registered by book-entry in the name of
Lender (including registration in the name of a third party on behalf of
Lender), in each case for the purpose of pledge, or in respect of which a
Warehousing  Advance has been made by Lender under this Agreement (collectively,
"Pledged Securities"). 

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 Borrower
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 Borrower 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 Borrower 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.

All escrow accounts, documents, instruments, files,
surveys, certificates, correspondence, appraisals, computer programs, tapes,
discs, cards, accounting records (including all information, records, tapes,
data, programs, discs and cards necessary or helpful in the administration or
servicing of the Collateral) and other information and data of Borrower relating
to the Collateral.

All cash, whether now existing or
acquired after the date of this Agreement, delivered to or otherwise in the
possession of Lender, the Funding Bank or Lender's agent, bailee or custodian or
designated on the books and records of Borrower as assigned and pledged to
Lender, including all cash deposited in the Cash Collateral Account, the Check
Disbursement Account and the Wire Disbursement Account.

All Hedging
Arrangements related to the Collateral ("Pledged Hedging
Arrangements") and Borrower's accounts in which those Hedging
Arrangements are held ("Pledged Hedging Accounts"), including
all rights to payment arising under the Pledged Hedging Arrangements and the
Pledged Hedging Accounts, except that Lender's security interest in the Pledged
Hedging Arrangements and Pledged Hedging Accounts applies only to benefits,
including rights to payment, related to the Collateral.

All cash and non-cash proceeds of
the Collateral, including all dividends, distributions and other rights in
connection with, and all additions to, modifications of and replacements for,
the Collateral, and all products and proceeds of the Collateral, together with
whatever is receivable or received when the Collateral or proceeds of Collateral
are sold, collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary, including all rights to payment with
respect to any cause of action affecting or relating to the Collateral or
proceeds of Collateral.

Maintenance of Collateral Records

As long as the
Warehousing Commitment is outstanding or there remain any Obligations to be paid
or performed under this Agreement or under any other Loan Document, Borrower
must preserve and maintain, at its chief executive office and principal place of
business or in a regional office approved by Lender, or in the office of a
computer service bureau engaged by Borrower and approved by Lender and, upon
request, make available to Lender the originals, or copies in any case where the
originals have been delivered to Lender or to an Investor, of the Mortgage
Notes, Mortgages and Security Agreements included in Pledged Loans, Mortgage-
backed Securities delivered to Lender as Pledged Securities, Purchase
Commitments, and all related Mortgage Loan documents and instruments, and all
files, surveys, certificates, correspondence, appraisals, computer programs,
tapes, discs, cards, accounting records and other information and data relating
to the Collateral.

Release of Security
Interest in Pledged Loans and Pledged Securities

Except as provided in Section 4.3 (b), Lender will
release its security interest in the Pledged Loans only against payment to
Lender of the Release Amount in connection with those Pledged Loans. If Pledged
Loans are transferred to a pool custodian or an Investor for inclusion in a
Mortgage Pool and Lender's security interest in the Pledged Loans included in
the Mortgage Pool is not released before the issuance of the related Mortgage-
backed Security, then that Mortgage-backed Security, when issued, is a Pledged
Security, Lender's security interest continues in the Pledged Loans backing that
Pledged Security and Lender is entitled to possession of the Pledged Security in
the manner provided in this Agreement.

If Pledged Loans are transferred to
an Approved Custodian and included in an Eligible Mortgage Pool, Lender's
security interest in the Pledged Loans included in the Eligible Mortgage Pool
will be released upon the delivery of the Agency Security to Lender (including
delivery to or registration in the name of a third party on behalf of Lender)
and that Agency Security is a Pledged Security.  Lender's security interest in
that Pledged Security will be released only against payment to Lender of the
Release Amount in connection with the Mortgage Loans backing that Pledged
Security.

Lender has the exclusive right to
possession of all Pledged Securities or, if Pledged Securities are issued in
book-entry form or issued in certificated form and delivered to a clearing
corporation (as that term is defined in the Uniform Commercial Code of
Minnesota) or its nominee, Lender has the right to have the Pledged Securities
registered in the name of a securities intermediary (as that term is defined in
the Uniform Commercial Code of Minnesota) in an account containing only customer
securities and credited to an account of Lender. Lender has no duty or
obligation to deliver Pledged Securities to an Investor or to credit Pledged
Securities to the account of an Investor or an Investor's designee except
against payment for those Pledged Securities. Borrower acknowledges that Lender
may enter into one or more standing arrangements with securities intermediaries
with respect to Pledged Securities issued in book entry form or issued in
certificated form and delivered to a clearing corporation or its designee, under
which the Pledged Securities are registered in the name of the securities
intermediary, and Borrower agrees, upon request of Lender, to execute and
deliver to those securities intermediaries Borrower's written concurrence in any
such standing arrangements.

If no Default or Event of Default
occurs, Borrower may redeem a Pledged Loan or Pledged Security from Lender's
security interest by notifying Lender of its intention to redeem the Pledged
Loan or Pledged Security from pledge and either (1) paying, or causing an
Investor to pay, to Lender, for application as a prepayment on the principal
balance of the Warehousing Note, the Release Amount in connection with the
Pledged Loan or the Pledged Loans backing that Pledged Security, or
(2) delivering substitute Collateral that, in addition to being acceptable
to Lender in its sole discretion, will, when included with the remaining
Collateral, result in a Warehousing Collateral Value of all Collateral held by
Lender that is at least equal to the aggregate outstanding Warehousing
Advances.

After a Default or Event of Default
occurs, Lender may, with no liability to Borrower or any Person, continue to
release its security interest in any Pledged Loan or Pledged Security against
payment of the Release Amount for that Pledged Loan or for the Pledged Loans
backing that Pledged Security. 

The amount to be paid by Borrower to obtain the release
of Lender's security interest in a Pledged Loan ("Release
Amount") will be (1) in connection with the sale of a Pledged Loan
by Borrower, the payment required in any bailee letter pursuant to which Lender
ships that Pledged Loan to an Investor, Approved Custodian, pool custodian or
other party, (2) in connection with the sale of a Pledged Loan by Lender while
an Event of Default exists, the amount paid to Lender in a commercially
reasonable disposition of that Pledged Loan and (3) otherwise, until an Event of
Default occurs, the principal amount of the Warehousing Advance outstanding
against the Pledged Loan.  

Collection and Servicing
Rights 

If no Event of
Default exists, Borrower may service and receive and collect directly all sums
payable to Borrower in respect of the Collateral other than proceeds of any
Purchase Commitment or proceeds of the sale of any Collateral.  All proceeds of
any Purchase Commitment or any other sale of Collateral must be paid directly to
the Cash Collateral Account for application as provided in this Agreement.

After an Event of Default, Lender or its designee is
entitled to service and receive and collect all sums payable to Borrower in
respect of the Collateral, and in such case (1) Lender or its designee in
its discretion may, in its own name, in the name of Borrower or otherwise,
demand, sue for, collect or receive any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral, but Lender
has no obligation to do so, (2) Borrower must, if Lender requests it to do
so, hold in trust for the benefit of Lender and immediately pay to Lender at its
office designated by Notice, all amounts received by Borrower upon or in respect
of any of the Collateral, advising Lender as to the source of those funds and
(3) all amounts so received and collected by Lender will be held by it as
part of the Collateral.

Return of Collateral at End of
Warehousing Commitment 

If (a) the
Warehousing Commitment has expired or been terminated, and (b) no
Warehousing Advances, interest or other Obligations are outstanding and unpaid,
Lender will release its security interest and will deliver all Collateral in its
possession to Borrower at Borrower's expense. Borrower's acknowledgement or
receipt for any Collateral released or delivered to Borrower under any provision
of this Agreement is a complete and full acquittance for the Collateral so
returned, and Lender is discharged from any liability or responsibility for that
Collateral.

Delivery of Collateral
Documents

Lender may deliver documents relating to the Collateral
to Borrower for correction or completion under a Trust Receipt.

If no Default or Event of Default
exists, upon delivery by Borrower to Lender of shipping instructions pursuant to
the applicable Exhibit B, Lender will deliver the Mortgage Notes
evidencing Pledged Loans or Pledged Securities, together with all related loan
documents and pool documents previously received by Lender under the
requirements of the applicable Exhibit B, to the designated Investor or
Approved Custodian or to another party designated by Borrower and acceptable to
Lender in its sole discretion. 

If a Default or Event of Default
exists, Lender may, without liability to Borrower or any other Person, continue
to deliver Pledged Loans or Pledged Securities, together with all related loan
documents and pool documents in Lender's possession, to the applicable Investor,
or Approved Custodian or to another party acceptable to Lender in its sole
discretion.



End of Article 4

	CONDITIONS
PRECEDENT

Initial Advance 

Lender's obligation to
make the initial Warehousing Advance, is subject to the satisfaction, in the
sole discretion of Lender, of the following conditions precedent:

Lender must receive the following,
all of which must be satisfactory in form and content to Lender, in its sole
discretion:

The Warehousing Note and this Agreement duly executed by
Borrower.

Borrower's articles or certificate of incorporation,
together with all amendments, as certified by the Secretary of State of ,
Borrower's bylaws, together with all amendments, certified by the corporate
secretary or assistant secretary of Borrower,  and certificates of good standing
dated within 30 days of the date of this Agreement, together with a
certification from the Franchise Tax Board or other state tax authority stating
that Borrower is in good standing with the Franchise Tax Board or such state tax
authority, if applicable.

A resolution of the board of directors of Borrower
authorizing the execution, delivery and performance of this Agreement and the
other Loan Documents, each Warehousing Advance Request and all other agreements,
instruments or documents to be delivered by Borrower under this Agreement.

A certificate as to the incumbency and authenticity of
the signatures of the officers of Borrower executing this Agreement and the
other Loan Documents, and of the officers and employees of Borrower delivering
each Warehousing Advance Request and all other agreements, instruments or
documents to be delivered under this Agreement (Lender being entitled to rely on
that certificate until a new incumbency certificate has been furnished to
Lender).


Assumed Name Certificates dated within 30 days of the
date of this Agreement for any assumed name used by Borrower in the conduct of
its business.
Fiscal year-end financial statements of Borrower (and, if
applicable, Borrower's Subsidiaries, on a consolidated basis) containing a
balance sheet as of  and related statements of income, changes in stockholders'
equity and cash flows for the period ended on that date, all in reasonable
detail and prepared in accordance with GAAP applied on a basis consistent with
prior periods and accompanied by (A) an opinion as to those financial statements
in form and substance satisfactory to Lender and prepared by independent
certified public accountants of recognized standing acceptable to Lender and (B)
any management letters, management reports or other supplementary comments or
reports delivered by those accountants to Borrower or its board of
directors.

 Interim financial statements of Borrower (and, if
applicable, Borrower's Subsidiaries, on a consolidated basis) containing a
balance sheet as of , and a related statement of income, for the period ended on
that date prepared in accordance with GAAP applied on a basis consistent with
Borrower's most recent audited financial statements.
 
(8)A favorable written opinion of counsel to Borrower,
addressed to Lender and dated as of the date of this Agreement, covering such
matters as Lender may reasonably request. 

Uniform Commercial Code, tax lien and judgment searches
of the appropriate public records for Borrower that do not disclose the
existence of any prior Lien on the Collateral other than in favor of Lender or
as permitted under this Agreement.

Copies of the certificates, documents or other written
instruments that evidence Borrower's eligibility described in Section 9.1,
all in form and substance satisfactory to Lender.

Copies of Borrower's errors and
omissions insurance policy or mortgage impairment insurance policy, and blanket
bond coverage policy, or certificates in lieu of policies, showing compliance by
Borrower as of the date of this Agreement with the provisions of
Section 7.9.

A fully-executed Funding Bank Agreement and evidence that
all accounts into which Warehousing Advances will be funded have been
established at the Funding Bank. 
 
A master commitment for the forward sale of Mortgage
Loans by Borrower to Lender, obligating Borrower to sell Lender not less than
$200,000,000 in Mortgage Loans between February 20, 2003, and February 10, 2004,
on terms and in form and substance satisfactory to Lender.

Receipt by Lender of any fees due on the date of this
Agreement. 

If Borrower is indebted to
any of its directors, officers, shareholders or Affiliates,  as of the
date of this Agreement, which indebtedness has a term of more than 1 year or is
in excess of $25,000, the Person to whom Borrower is indebted must have executed
a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender
must have received an executed copy of that Subordination of Debt Agreement,
certified by the corporate secretary or assistant secretary of Borrower to be
true and complete and in full force and effect as of the date of the Warehousing
Advance. 

Borrower must not have incurred any
material liabilities, direct or contingent, other than in the ordinary course of
its business, since the Audited Statement Date.

Each Advance 

Lender's obligation to
make the initial and each subsequent Warehousing Advance is subject to the
satisfaction, in the sole discretion of Lender, as of the date of each
Warehousing Advance, of the following additional conditions precedent:

Borrower must have delivered to
Lender the Warehousing Advance Request and Collateral Documents required by, and
must have satisfied the procedures set forth in, Article 2 and the Exhibits
described in that Article. All items delivered to Lender must be satisfactory to
Lender in form and content, and Lender may reject any item that does not satisfy
the requirements of this Agreement or of the related Purchase Commitment.

Lender must have received evidence
satisfactory to it as to the making or continuation of any book entry or the due
filing and recording in all appropriate offices of all financing statements and
other instruments necessary to perfect the security interest of Lender in the
Collateral under the Uniform Commercial Code or other applicable law.

The representations and warranties
of Borrower contained in Article 6 and Article 9 must be accurate and complete
in all material respects as if made on and as of the date of each Warehousing
Advance.

Borrower must have performed all
agreements to be performed by it under this Agreement, and after giving effect
to the requested Warehousing Advance, no Default or Event of Default will exist
under this Agreement. 

Delivery of a Warehousing Advance Request by Borrower will be
deemed a representation by Borrower that all conditions set forth in this
Section have been satisfied as of the date of the Warehousing Advance.

Force Majeure

Notwithstanding
Borrower's satisfaction of the conditions set forth in this Agreement, Lender
has no obligation to make a Warehousing Advance if Lender is prevented from
obtaining the funds necessary to make a Warehousing Advance, or is otherwise
prevented from making a Warehousing Advance as a result of any fire or other
casualty, failure of power, strike, lockout or other labor trouble, banking
moratorium, embargo, sabotage, confiscation, condemnation, riot, civil
disturbance, insurrection, act of terrorism, war or other activity of armed
forces, act of God or other similar reason beyond the control of Lender.  Lender
will make the requested Warehousing Advance as soon as reasonably possible
following the occurrence of such an event.  

 

End of Article 5

	GENERAL REPRESENTATIONS AND
WARRANTIES

Borrower represents and
warrants to Lender, as of the date of this Agreement and as of the date of each
Warehousing Advance Request and the making of each Warehousing Advance,
that:

Place of Business 

Borrower's chief
executive office and principal place of business is , , , .

Organization; Good Standing;
Subsidiaries 

Borrower is a  duly
organized, validly existing and in good standing under the laws of the State of
, and has the full legal power and authority to own its property and to carry on
its business as currently conducted. Borrower is duly qualified as a foreign  to
do business and is in good standing in each jurisdiction in which the
transaction of its business makes qualification necessary, except in
jurisdictions, if any, where a failure to be in good standing has no material
adverse effect on Borrower's business, operations, assets or financial condition
as a whole. For the purposes of this Agreement, good standing includes
qualification for all licenses and payment of all taxes required in the
jurisdiction of its incorporation and in each jurisdiction in which Borrower
transacts business. Borrower has no Subsidiaries except as set forth on
Exhibit D, which sets forth with respect to each Subsidiary, its
name, address, jurisdiction of organization, each state in which it is qualified
to do business, and the percentage ownership of its capital stock by Borrower.
Each of Borrower's Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, and has the
full legal power and authority to own its property and to carry on its business
as currently conducted.

Authorization and
Enforceability 

Borrower has the power
and authority to execute, deliver and perform this Agreement, the Warehousing
Note and other Loan Documents to which Borrower is party and to make the
borrowings under this Agreement. The execution, delivery and performance by
Borrower of this Agreement, the Warehousing Note and the other Loan Documents to
which Borrower is party and the making of the borrowings under this Agreement,
and the Warehousing Note, have been duly and validly authorized by all necessary
corporate action on the part of Borrower (none of which actions has been
modified or rescinded, and all of which actions are in full force and effect)
and do not and will not (a) conflict with or violate any provision of law, of
any judgments binding upon Borrower, or of the articles of incorporation or by-
laws of Borrower, or (b) conflict with or result in a breach of, constitute a
default or require any consent under, or result in or require the acceleration
of any indebtedness of Borrower under any agreement, instrument or indenture to
which Borrower is a party or by which Borrower or its property may be bound or
affected, or result in the creation of any Lien upon any property or assets of
Borrower (other than the Lien on the Collateral granted under this Agreement).
This Agreement, the Warehousing Note and the other Loan Documents constitute the
legal, valid and binding obligations of Borrower, enforceable in accordance with
their respective terms, except as limited by bankruptcy, insolvency or other
such laws affecting the enforcement of creditors' rights.

Approvals 

The execution and
delivery of this Agreement, the Warehousing Note and the other Loan Documents
and the performance of Borrower's obligations under this Agreement, the
Warehousing Note and the other Loan Documents and the validity and
enforceability of this Agreement, the Warehousing Note and the other Loan
Documents do not require any license, consent, approval or other action of any
state or federal agency or governmental or regulatory authority other than those
that have been obtained and remain in full force and effect.

Financial Condition 

The balance sheet of
Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis)
as of each Statement Date, and the related statements of income, cash flows and
changes in stockholders' equity for the fiscal period ended on each Statement
Date, furnished to Lender, fairly present the financial condition of Borrower
(and, if applicable, Borrower's Subsidiaries) as at that Statement Date and the
results of its operations for the fiscal period ended on that Statement Date.
Borrower had, on each Statement Date, no known material liabilities, direct or
indirect, fixed or contingent, matured or unmatured, or liabilities for taxes,
long-term leases or unusual forward or long-term commitments not disclosed by,
or reserved against in, those financial statements, and at the present time
there are no material unrealized or anticipated losses from any loans, advances
or other commitments of Borrower except as previously disclosed to Lender in
writing. Those financial statements were prepared in accordance with GAAP
applied on a consistent basis throughout the periods involved. Since the Audited
Statement Date, there has been no material adverse change in the business,
operations, assets or financial condition of Borrower (and, if applicable,
Borrower's Subsidiaries), nor is Borrower aware of any state of facts that (with
or without notice or lapse of time or both) would or could result in any such
material adverse change.

Litigation 

There are no actions,
claims, suits or proceedings pending or, to Borrower's knowledge, threatened or
reasonably anticipated against or affecting Borrower or any Subsidiary of
Borrower in any court or before any arbitrator or before any government
commission, board, bureau or other administrative agency that, if adversely
determined, may reasonably be expected to result in a material adverse change in
Borrower's business, operations, assets or financial condition as a whole, or
that would affect the validity or enforceability of this Agreement, the
Warehousing Note or any other Loan Document.

Compliance with Laws 

Neither Borrower nor any
Subsidiary of Borrower is in violation of any provision of any law, or of any
judgment, award, rule, regulation, order, decree, writ or injunction of any
court or public regulatory body or authority that could result in a material
adverse change in Borrower's business, operations, assets or financial condition
as a whole or that would affect the validity or enforceability of this
Agreement, the Warehousing Note or any other Loan Document.

Regulation U 

Borrower is not engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying Margin Stock, and no part of
the proceeds of any Warehousing Advance made under this Agreement will be used
to purchase or carry any Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock.

Investment Company Act


Borrower is not an
"investment company" or controlled by an "investment
company" within the meaning of the Investment Company Act.

Payment of Taxes 

Borrower and each of its
Subsidiaries has filed or caused to be filed all federal, state and local
income, excise, property and other tax returns that are required to be filed
with respect to the operations of Borrower and its Subsidiaries, all such
returns are true and correct and Borrower and each of its Subsidiaries has paid
or caused to be paid all taxes shown on those returns or on any assessment, to
the extent that those taxes have become due, including all FICA payments and
withholding taxes, if appropriate. The amounts reserved as a liability for
income and other taxes payable in the financial statements described in
Section 6.5 are sufficient for payment of all unpaid federal, state and
local income, excise, property and other taxes, whether or not disputed, of
Borrower and its Subsidiaries accrued for or applicable to the period and on the
dates of those financial statements and all years and periods prior to those
financial statements and for which Borrower and its Subsidiaries may be liable
in their own right or as transferee of the assets of, or as successor to, any
other Person. No tax Liens have been filed and no material claims are being
asserted against Borrower, any Subsidiary of Borrower or any property of
Borrower or any Subsidiary of Borrower with respect to any taxes, fees or
charges.

Agreements 

Neither Borrower nor any
Subsidiary of Borrower is a party to any agreement, instrument or indenture or
subject to any restriction materially and adversely affecting its business,
operations, assets or financial condition, except as disclosed in the financial
statements described in Section 6.5. Neither Borrower nor any Subsidiary of
Borrower is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any agreement, instrument,
or indenture which default could result in a material adverse change in
Borrower's business, operations, properties or financial condition as a whole.
No holder of any indebtedness of Borrower or of any of its Subsidiaries has
given notice of any asserted default under that indebtedness, and no liquidation
or dissolution of Borrower or of any of its Subsidiaries and no receivership,
insolvency, bankruptcy, reorganization or other similar proceedings relative to
Borrower or of any of its Subsidiaries or any of its or their properties is
pending, or to the knowledge of Borrower, threatened.

Title to Properties 

Borrower and each
Subsidiary of Borrower has good, valid, insurable and (in the case of real
property) marketable title to all of its properties and assets (whether real or
personal, tangible or intangible) reflected on the financial statements
described in Section 6.5, except for those properties and assets that
Borrower has disposed of since the date of those financial statements either in
the ordinary course of business or because they were no longer used or useful in
the conduct of Borrower's or the Subsidiary's business. All of Borrower's
properties and assets are free and clear of all Liens except as disclosed in
Borrower's financial statements.

ERISA 

Each Plan is in
compliance with all applicable requirements of ERISA and the Internal Revenue
Code and with all material applicable rulings and regulations issued under the
provisions of ERISA and the Internal Revenue Code setting forth those
requirements, except where any failure to comply would not result in a material
loss to Borrower or any ERISA Affiliate. All of the minimum funding standards or
other contribution obligations applicable to each Plan have been satisfied. No
Plan is a defined-benefit pension plan subject to Title IV of ERISA, and
there is no Multiemployer Plan.

No Retiree Benefits 

Except as required under
Section 4980B of the Internal Revenue Code, Section 601 of ERISA or
applicable state law, neither Borrower nor, if applicable, any Subsidiary is
obligated to provide post-retirement medical or insurance benefits with respect
to employees or former employees.

Assumed Names 

Borrower does not
originate Mortgage Loans or otherwise conduct business under any names other
than its legal name and the assumed names set forth on Exhibit G.
Borrower has made all filings and taken all other action as may be required
under the laws of any jurisdiction in which it originates Mortgage Loans or
otherwise conducts business under any assumed name. Borrower's use of the
assumed names set forth on Exhibit G does not conflict with any
other Person's legal rights to any such name, nor otherwise give rise to any
liability by Borrower to any other Person.  Borrower may amend Exhibit G
to add or delete any assumed names used by Borrower to conduct business.  An
amendment to Exhibit G to add an assumed name is not effective until
Borrower has delivered to Lender an assumed name certificate in the
jurisdictions in which the assumed name is to be used, which must be
satisfactory in form and content to Lender, in its sole discretion.  In
connection with any amendment to delete a name from Exhibit G, Borrower
represents and warrants that it has ceased using that assumed name in all
jurisdictions.

Servicing 

Exhibit C is
a true and complete list of Borrower's Servicing Portfolio. All of Borrower's
Servicing Contracts are in full force and effect, and are unencumbered by Liens
other than Liens disclosed in Exhibit C. No default or event that,
with notice or lapse of time or both, would become a default, exists under any
of Borrower's Servicing Contracts.



 

End of Article 6

	AFFIRMATIVE
COVENANTS

As long as the
Warehousing Commitment is outstanding or there remain any Obligations to be paid
or performed under this Agreement or under any other Loan Document, Borrower
must:

Payment of Obligations 

Punctually pay or cause
to be paid all Obligations, including the Obligations payable under this
Agreement and under the Warehousing Note, in accordance with their terms.

Financial Statements 

Deliver to Lender:

As soon as available and in any event within 30 days
after the end of each month, including the last month of Borrower's fiscal year,
an interim statement of income of Borrower (and, if applicable, Borrower's
Subsidiaries, on a consolidated basis) for the immediately preceding month and
for the period from the beginning of the fiscal year to the end of that month,
and the related balance sheet as at the end of the immediately preceding month,
all in reasonable detail, subject, however, to year-end audit
adjustments.

As soon as available and in any
event within 90 days after the end of each fiscal year of Borrower, fiscal year-
end statements of income, changes in stockholders' equity and cash flow of
Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis)
for that year, and the related balance sheet as of the end of that year (setting
forth in comparative form the corresponding figures for the preceding fiscal
year), all in reasonable detail and accompanied by (1) an opinion as to those
financial statements in form and substance satisfactory to Lender and prepared
by independent certified public accountants of recognized standing acceptable to
Lender and (2) any management letters, management reports or other supplementary
comments or reports delivered by those accountants to Borrower or its board of
directors.

Together with each delivery of
financial statements required by this Section, a Compliance Certificate
substantially in the form of Exhibit E. 

Copies of all regular or periodic
financial and other reports that Borrower files with the Securities and Exchange
Commission or any successor governmental agency or other entity.

Other Borrower Reports

Deliver to Lender:

As soon as available and in any event within 30 days
after the end of each month, a consolidated loan production report as of the end
of that month, presenting the total dollar volume and the number of Mortgage
Loans originated and closed or purchased during that month and for the fiscal
year-to-date, specified by property type and loan type. 
 
As soon as available and in any event within 30 days
after the end of each month, a commitment summary and pipeline report,
substantially in the form of Exhibit J, as of the end of that month. 

Unless the Funding Bank has previously provided Lender
with a copy of the Funding Bank's monthly statement for the Check Disbursement
Account, as soon as available and in any event within 30 days after the end of
each month, a copy of that monthly statement.
 
As soon as available and in any event within 30 days
after the end of each Calendar Quarter, a report as of the end of that Calendar
Quarter detailing all requests that Borrower repurchase Mortgage Loans from an
Investor or out of an Eligible Mortgage Pool, the status of each such request
and any indemnification or similar agreement to which Borrower is a party in
connection with any such request. 

Other reports in respect of Pledged Assets, including
copies of purchase confirmations issued by Investors purchasing Pledged Loans
from Borrower, in such detail and at such times as Lender in its discretion may
reasonably request.

Upon the request of Lender, copies of all press releases,
if any, of Borrower relating to Borrower's business activities.

With reasonable promptness, all further information
regarding the business, operations, properties or financial condition of
Borrower as Lender may reasonably request, including copies of any audits
completed by HUD, Ginnie Mae, Fannie Mae or Freddie Mac.

Maintenance of
Existence; Conduct of Business 

Preserve and maintain
its corporate existence in good standing and all of its rights, privileges,
licenses and franchises necessary or desirable in the normal conduct of its
business, including its eligibility as lender, seller/servicer and issuer
described under Section 9.1; conduct its business in an orderly and
efficient manner; maintain a net worth of acceptable assets as required for
maintaining Borrower's eligibility as lender, seller/servicer and issuer
described under Section 9.1; and make no material change in the nature or
character of its business or engage in any business in which it was not engaged
on the date of this Agreement.

Compliance with Applicable
Laws 

Comply with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority, a breach of which could result in a material adverse
change in Borrower's business, operations, assets, or financial condition as a
whole or on the enforceability of this Agreement, the Warehousing Note, any
other Loan Document or any Collateral, except where contested in good faith and
by appropriate proceedings.

Inspection of Properties and Books;
Operational Reviews 

Permit Lender or any
Participant (and their authorized representatives) to discuss the business,
operations, assets and financial condition of Borrower and its Subsidiaries with
Borrower's officers, agents and employees, and to examine and make copies or
extracts of Borrower's and its Subsidiaries' books of account, all at such
reasonable times as Lender or any Participant may request. Provide its
accountants with a copy of this Agreement promptly after its execution and
authorize and instruct them to answer candidly all questions that the officers
of Lender or any Participant or any authorized representatives of Lender or any
Participant may address to them in reference to the financial condition or
affairs of Borrower and its Subsidiaries. Borrower may have its representatives
in attendance at any meetings held between the officers or other representatives
of Lender or any Participant and Borrower's accountants under this
authorization. With reasonable notice and during normal business hours, permit
Lender or any Participant (and their authorized representatives) access to
Borrower's premises and records for the purpose of conducting a review relating
to Borrower's Obligations under this Agreement, of Borrower's general mortgage
business methods, policies and procedures, auditing its loan files and reviewing
the financial and operational aspects of Borrower's business.

Notice 

Give prompt Notice to
Lender of (a) any action, suit or proceeding instituted by or against
Borrower or any of its Subsidiaries in any federal or state court or before any
commission or other regulatory body (federal, state or local, domestic or
foreign), which action, suit or proceeding has at issue in excess of $100,000,
or any such proceedings threatened against Borrower or any of its Subsidiaries
in writing containing the details of that action, suit or proceeding;
(b) the filing, recording or assessment of any federal, state or local tax
Lien against Borrower, or any of its assets or any of its Subsidiaries;
(c) an Event of Default; (d) a Default that continues for more than 4
days; (e) the suspension, revocation or termination of Borrower's
eligibility, in any respect, as lender, seller/servicer or issuer as described
under Section 9.1; (f) the transfer, loss, nonrenewal or termination
of any Servicing Contracts to which Borrower is a party, or which is held for
the benefit of Borrower, and the reason for that transfer, loss, nonrenewal or
termination; (g) any Prohibited Transaction with respect to any Plan,
specifying the nature of the Prohibited Transaction and what action Borrower
proposes to take with respect to it; and (h) any other action, event or
condition of any nature that could lead to or result in a material adverse
change in the business, operations, assets or financial condition of Borrower or
any of its Subsidiaries.

Payment of
Debt, Taxes and Other Obligations 

Pay, perform and
discharge, or cause to be paid, performed and discharged, all of the obligations
and indebtedness of Borrower and its Subsidiaries, all taxes, assessments and
governmental charges or levies imposed upon Borrower or its Subsidiaries or upon
their respective income, receipts or properties before those taxes, assessments
and governmental charges or levies become past due, and all lawful claims for
labor, materials and supplies or otherwise that, if unpaid, could become a Lien
or charge upon any of their respective properties or assets. Borrower and its
Subsidiaries are not required to pay, however, any taxes, assessments and
governmental charges or levies or claims for labor, materials or supplies for
which Borrower or its Subsidiaries have obtained an adequate bond or insurance
or that are being contested in good faith and by proper proceedings that are
being reasonably and diligently pursued and for which proper reserves have been
created.

Insurance 

Maintain blanket bond
coverage and errors and omissions insurance or mortgage impairment insurance,
with such companies and in such amounts as satisfy prevailing requirements
applicable to a lender, seller/servicer and issuer described under
Section 9.1, and liability insurance and fire and other hazard insurance on
its properties, in each case with responsible insurance companies acceptable to
Lender, in such amounts and against such risks as is customarily carried by
similar businesses operating in the same location. Within 30 days after Notice
from Lender, obtain such additional insurance as Lender may reasonably require,
all at the sole expense of Borrower. Copies of such policies must be furnished
to Lender without charge upon request of Lender.

Closing Instructions 

Indemnify and hold
Lender harmless from and against any loss, including reasonable attorneys' fees
and costs, attributable to the failure of any title insurance company, agent or
attorney to comply with Borrower's disbursement or instruction letter relating
to any Mortgage Loan. Lender has the right to pre-approve Borrower's choice of
title insurance company, agent or attorney and Borrower's disbursement or
instruction letter to them in any case in which Borrower intends to obtain a
Warehousing Advance against the Mortgage Loan to be created at settlement or to
pledge that Mortgage Loan as Collateral under this Agreement. In any event,
Commencing 90 days following the Closing Date, Borrower's disbursement or
instruction letter must include the following language:  

A warehouse lender has a security interest in any amounts
advanced by it to fund this mortgage loan and in the mortgage loan funded with
those amounts.  You must promptly return any amounts advanced by such warehouse
lender that are not used to fund this mortgage loan.  You also must immediately
return all amounts advanced by such warehouse lender if this mortgage loan does
not close and fund within 1 Business Day of your receipt of those funds.

Subordination of Certain
Indebtedness 

Cause any indebtedness
of Borrower to any shareholder, director, officer or Affiliate of Borrower,
which indebtedness has a term of more than 1 year or is in excess of $25,000, to
be subordinated to the Obligations by the execution and delivery to Lender of a
Subordination of Debt Agreement, on the form prescribed by Lender, certified by
the corporate secretary of Borrower to be true and complete and in full force
and effect.

Other Loan Obligations

Perform all material
obligations under the terms of each loan agreement, note, mortgage, security
agreement or debt instrument by which Borrower is bound or to which any of its
property is subject, and promptly notify Lender in writing of a declared default
under or the termination, cancellation, reduction or nonrenewal of any of its
other lines of credit or agreements with any other lender. Exhibit F
is a true and complete list of all such lines of credit or agreements as of the
date of this Agreement. Borrower must give Lender at least 10 days Notice before
entering into any additional lines of credit or agreements.

ERISA 

Maintain (and, if
applicable, cause each ERISA Affiliate to maintain) each Plan in compliance with
all material applicable requirements of ERISA and of the Internal Revenue Code
and with all applicable rulings and regulations issued under the provisions of
ERISA and of the Internal Revenue Code, and not (and, if applicable, not permit
any ERISA Affiliate to), (a) engage in any transaction in connection with
which Borrower or any ERISA Affiliate would be subject to either a civil penalty
assessed pursuant to Section 502(i) of ERISA or a tax imposed by
Section 4975 of the Internal Revenue Code, in either case in an amount
exceeding $25,000 or (b) fail to make full payment when due of all amounts
that, under the provisions of any Plan, Borrower or any ERISA Affiliate is
required to pay as contributions to that Plan, or permit to exist any
accumulated funding deficiency (as such term is defined in Section 302 of
ERISA and Section 412 of the Internal Revenue Code), whether or not waived,
with respect to any Plan in an aggregate amount exceeding $25,000.

Use of Proceeds of Warehousing
Advances 

Use the proceeds of each
Warehousing Advance solely for the purpose of funding Eligible Loans and against
the pledge of those Eligible Loans as Collateral.

 

End of Article 7

	NEGATIVE
COVENANTS

As long as the
Warehousing Commitment is outstanding or there remain any Obligations to be paid
or performed, Borrower must not, either directly or indirectly, without the
prior written consent of Lender:

Contingent Liabilities 

Assume, guarantee,
endorse or otherwise become contingently liable for the obligation of any Person
except by endorsement of negotiable instruments for deposit or collection in the
ordinary course of business, and except for obligations arising in connection
with the sale of Mortgage Loans with recourse in the ordinary course of
Borrower's business.

Pledge of
Servicing Contracts 

Pledge or grant a
security interest in any existing or future Servicing Contracts relating to
Pledged Loans or Pledged Securities other than to Lender, or omit to take any
action required to keep all of Borrower's Servicing Contracts in full force and
effect.

Restrictions on Fundamental
Changes 

Consolidate, merge or enter into any analogous
reorganization or transaction with any Person. 

Materially amend or otherwise modify Borrower's articles
of incorporation or by-laws that could affect Borrower's Obligations under this
Agreement.

Liquidate, wind up or dissolve (or
suffer any liquidation or dissolution).

Cease actively to engage in the
business of originating or acquiring Mortgage Loans or make any other material
change in the nature or scope of the business in which Borrower engages as of
the date of this Agreement.

Sell, assign, lease, convey,
transfer or otherwise dispose of (whether in one transaction or a series of
transactions) all or any substantial part of Borrower's business or assets,
whether now owned or acquired after the Closing Date, other than, in the
ordinary course of business and to the extent not otherwise prohibited by this
Agreement, sales of (1) Mortgage Loans, (2) Mortgage-backed Securities and
(3) Servicing Contracts.

Acquire by purchase or in any other
transaction all or substantially all of the business or property of, or stock or
other ownership interests of, any Person. 

Permit any Subsidiary of Borrower
to do or take any of the foregoing actions.

Subsidiaries 

Form or acquire, or
permit any Subsidiary of Borrower to form or acquire, any Person that would
thereby become a Subsidiary.

Deferral of Subordinated
Debt 

Pay any Subordinated
Debt of Borrower in advance of its stated maturity or, after a Default or Event
of Default under this Agreement has occurred, make any payment of any kind on
any Subordinated Debt of Borrower until all of the Obligations have been paid
and performed in full and any applicable preference period has expired.

Loss of Eligibility 

Take any action that
would cause Borrower to lose all or any part of its status as an eligible
lender, seller/servicer or issuer as described under Section 9.1.

Accounting Changes 

Make, or permit any
Subsidiary of Borrower to make, any significant change in accounting treatment
or reporting practices, except as required by GAAP, or change its fiscal year or
the fiscal year of any Subsidiary of Borrower.

Leverage Ratio

Permit Borrower's
Leverage Ratio at any time to exceed .

Minimum Tangible Net Worth

Permit Borrower's
Tangible Net Worth at any time to be less than .
 
Current Ratio 

Permit Borrower's
Current Ratio at any time to be less than 1.10 to 1.

Minimum Cash

Permit Borrower's Cash
and Cash Equivalents at any time to be less than $12,500,000.   

Profitability

Permit Borrower's net
income at the end of each fiscal quarter of Borrower to be less than zero.

Distributions to Shareholders 

For any fiscal year,
declare or pay any dividends or otherwise declare or make any distribution to
Borrower's shareholders (including any purchase or redemption of stock) if a
Default or Event of Default exists or would occur as a result of the dividend or
distribution.

Transactions with
Affiliates 

Directly or indirectly
(a) make any loan, advance, extension of credit or capital contribution to
any of Borrower's Affiliates, (b) sell, transfer, pledge or assign any of
its assets to or on behalf of those Affiliates, (c) merge or consolidate
with or purchase or acquire assets from those Affiliates, or (d) pay
management fees to or on behalf of those Affiliates; provided,
however, that Borrower may undertake such activities, other than merging
or consolidating with those Affiliates, (i) if they are directly related to its
auto loan financing business and (ii) with respect to those Affiliates that
issue Mortgage-backed Securities, in each case, as long as no Default or Event
of Default exists or would occur as a result, either directly or indirectly, of
such activities.

 

Recourse Servicing Contracts 

Acquire or enter into
Servicing Contracts under which Borrower must repurchase or indemnify the holder
of the Mortgage Loans as a result of defaults on the Mortgage Loans at any time
during the term of those Mortgage Loans.

 

End of
Article 8

	SPECIAL
REPRESENTATIONS, WARRANTIES AND COVENANTS
CONCERNING COLLATERAL 

Special
Representations and Warranties Concerning Eligibility as Seller/Servicer
of Mortgage Loans 

Borrower represents and
warrants to Lender, as of the date of this Agreement and as of the date of each
Warehousing Advance Request and the making of each Warehousing Advance, that
Borrower is approved and qualified and in good standing as a lender,
seller/servicer or issuer, as set forth below, and meets all requirements
applicable to its status as:

A Fannie Mae-approved seller/servicer of Mortgage Loans,
eligible to originate, purchase, hold, sell and service Mortgage Loans to be
sold to Fannie Mae.

A Freddie Mac-approved seller/servicer of Mortgage Loans,
eligible to originate, purchase, hold, sell and service Mortgage Loans to be
sold to Freddie Mac.

A Lender-approved seller/servicer of Mortgage Loans,
eligible to originate, purchase, hold, sell and service Mortgage Loans to be
sold to Lender.

Special Representations
and Warranties Concerning Warehousing Collateral 

Borrower represents and
warrants to Lender, as of the date of this Agreement and as of the date of each
Warehousing Advance Request and the making of each Warehousing Advance,
that:

Borrower has not selected the
Collateral in a manner so as to affect adversely Lender's interests.

Borrower is the legal and equitable
owner and holder, free and clear of all Liens (other than Liens granted under
this Agreement), of the Pledged Loans and the Pledged Securities. All Pledged
Loans, Pledged Securities and related Purchase Commitments have been duly
authorized and validly issued to Borrower, and all of the foregoing items of
Collateral comply with all of the requirements of this Agreement, and have been
and will continue to be validly pledged or assigned to Lender, subject to no
other Liens.

Borrower has, and will continue to
have, the full right, power and authority to pledge the Collateral pledged and
to be pledged by it under this Agreement.

Each Mortgage Loan and each related
document included in the Pledged Loans (1) has been duly executed and
delivered by the parties to that Mortgage Loan and that related document,
(2) has been made in compliance with all applicable laws, rules and
regulations (including all laws, rules and regulations relating to usury),
(3) is and will continue to be a legal, valid and binding obligation,
enforceable in accordance with its terms, without setoff, counterclaim or
defense in favor of the mortgagor under the Mortgage Loan or any other obligor
on the Mortgage Note and (4) has not been modified, amended or any
requirements of which waived, except in writing that is part of the Collateral
Documents. 

Each Pledged Loan is denominated in dollars and secured
by a Mortgage on real property and improvements located in one of the states of
the United States or the District of Columbia.

Unless Third Party Originated Loans
are permitted, each Pledged Loan has been closed or will be closed and funded
with the Warehousing Advance made against it.

Except for open-ended Second Mortgage Loans, each
Mortgage Loan has been fully advanced in the face amount of its Mortgage
Note.

Each First
Mortgage Loan is secured by a First Mortgage on the real property and
improvements described in or covered by that Mortgage.

Each First Mortgage Loan has or will have a title
insurance policy, in ALTA form or equivalent, from a recognized title insurance
company, insuring the priority of the Lien of the Mortgage and meeting the usual
requirements of Investors purchasing those Mortgage Loans.

Each Second Mortgage Loan is secured by a Second Mortgage
on the real property and improvements described in or covered by that
Mortgage.

To the extent required by the related Purchase Commitment
or by Investors generally for similar Mortgage Loans, each Second Mortgage Loan
has or will have a title insurance policy, in ALTA form or equivalent, from a
recognized title insurance company, insuring the priority of the Lien of the
Mortgage and meeting the usual requirements of Investors purchasing those
Mortgage Loans. 
 
Each Mortgage Loan has been
evaluated or appraised in accordance with Title XI of FIRREA.

The Mortgage Note for each Pledged
Loan is (1) payable or endorsed to the order of Borrower, (2) an
"instrument" within the meaning of Article 9 of the Uniform Commercial
Code of all applicable jurisdictions and (3) is denominated and payable in
United States dollars.

No default has existed for 60 days or more under any
Mortgage Loan included in the Pledged Loans.

No party to a Mortgage Loan or any related document is in
violation of any applicable law, rule or regulation that would impair the
collectibility of the Mortgage Loan or the performance by the mortgagor or any
other obligor of its obligations under the Mortgage Note or any related
document.

All fire and casualty policies covering the real
property and improvements encumbered by each Mortgage included in the Pledged
Loans (1) name and will continue to name Borrower and its successors and
assigns as the insured under a standard mortgagee clause, (2) are and will
continue to be in full force and effect and (3) afford and will continue to
afford insurance against fire and such other risks as are usually insured
against in the broad form of extended coverage insurance generally
available.

Pledged Loans secured by real
property and improvements located in a special flood hazard area designated as
such by the Director of the Federal Emergency Management Agency are and will
continue to be covered by special flood insurance under the National Flood
Insurance Program.

Each Pledged Loan against which a
Warehousing Advance is made on the basis of a Purchase Commitment meets all of
the requirements of that Purchase Commitment, and each Pledged Security against
which a Warehousing Advance is outstanding meets all of the requirements of the
related Purchase Commitment. 

Pledged Loans that are intended to
be exchanged for Agency Securities comply or, prior to the issuance of the
Agency Securities will comply, with the requirements of any governmental
instrumentality, department or agency issuing or guaranteeing the Agency
Securities. 

Pledged Loans that are intended to
be used in the formation of Mortgage-backed Securities (other than Agency
Securities) comply with the requirements of the issuer of the Mortgage-backed
Securities (or its sponsor) and of the Rating Agencies.   

The original assignments of
Mortgage delivered to Lender for each Pledged Loan (other than Pledged Loans
registered on MERS) are in recordable form and comply with all applicable laws
and regulations governing the filing and recording of such documents.

None of the mortgagors, guarantors or other obligors of
any Pledged Loan is a Person named in any Restriction List and to whom the
provision of financial services is prohibited or otherwise restricted by
applicable law.

No Pledged Loan delivered to Lender is a Discontinued
Loan. 

Each Pledged Loan secured by real property to which a
Manufactured Home is affixed will create a valid Lien on that Manufactured Home
that will have priority over any other Lien on the Manufactured Home, whether or
not arising under applicable real property law. 
 
Special Affirmative Covenants
Concerning Warehousing Collateral 

As long as the
Warehousing Commitment is outstanding or there remain any Obligations to be paid
or performed under this Agreement or under any other Loan Document, Borrower
must:

Warrant and defend the right, title
and interest of Lender in and to the Collateral against the claims and demands
of all Persons.

Service or cause to be serviced all
Pledged Loans in accordance with the standard requirements of the issuers of
Purchase Commitments covering them and all applicable HUD, Fannie Mae and
Freddie Mac requirements, including taking all actions necessary to enforce the
obligations of the obligors under such Mortgage Loans. Service or cause to be
serviced all Mortgage Loans backing Pledged Securities in accordance with
applicable governmental requirements and requirements of issuers of Purchase
Commitments covering them. Hold all escrow funds collected in respect of Pledged
Loans and Mortgage Loans backing Pledged Securities in trust, without
commingling the same with non-custodial funds, and apply them for the purposes
for which those funds were collected.

Execute and deliver to Lender with
respect to the Collateral those further instruments of sale, pledge, assignment
or transfer, and those powers of attorney, as required by Lender, and do and
perform all matters and things necessary or desirable to be done or observed,
for the purpose of effectively creating, maintaining and preserving the security
and benefits intended to be afforded Lender under this Agreement.

Notify Lender within 3 Business
Days of any default under, or of the termination of, any Purchase Commitment
relating to any Pledged Loan, Eligible Mortgage Pool, or Pledged Security.

Promptly comply in all respects
with the terms and conditions of all Purchase Commitments, and all extensions,
renewals and modifications or substitutions of or to all Purchase Commitments.
Deliver or cause to be delivered to the Investor the Pledged Loans and Pledged
Securities to be sold under each Purchase Commitment not later than the
mandatory delivery date of the Pledged Loans or Pledged Securities under the
Purchase Commitment.

Compare the names of every mortgagor, guarantor and other
obligor of every Mortgage Loan, together with appropriate identifying
information concerning those Persons obtained by Borrower, against every
Restriction List, and make certain that none of the mortgagors, guarantors or
other obligors of any Mortgage Loan is a Person named in any Restriction List
and to whom the provision of financial services is prohibited or otherwise
restricted by applicable law.

Prior to the origination by Borrower of any Mortgage
Loans for sale to Fannie Mae, enter into an agreement among Borrower, Lender and
Fannie Mae, pursuant to which Fannie Mae agrees to send all cash proceeds of
Mortgage Loans sold by Borrower to Fannie Mae to the Cash Collateral
Account.

Prior to the origination by Borrower of any Mortgage Loan
to be registered on the MERS system, obtain the approval of Lender and enter
into an Electronic Tracking Agreement.
   
Special Negative Covenants Concerning Warehousing
Collateral 

As long as the
Warehousing Commitment is outstanding or there remain any Obligations to be paid
or performed, Borrower must not, either directly or indirectly, without the
prior written consent of Lender:

Amend or modify, or waive any of
the terms and conditions of, or settle or compromise any claim in respect of,
any Pledged Loans or Pledged Securities.

Sell, transfer or assign, or grant
any option with respect to, or pledge (except under this Agreement and, with
respect to each Pledged Loan or Pledged Security, the related Purchase
Commitment) any of the Collateral or any interest in any of the Collateral.

Make any compromise, adjustment or settlement in respect
of any of the Collateral or accept other than cash in payment or liquidation of
the Collateral.      

End of
Article 9

	DEFAULTS;
REMEDIES

Events of Default 

The occurrence of any of
the following is an event of default ("Event of Default"):

Borrower fails to pay the
principal of any Warehousing Advance when due, whether at stated maturity, by
acceleration, or otherwise; or fails to pay any installment of interest on any
Warehousing Advance within 9 days after the date of Lender's invoice or, if
applicable, within 2 days after the date of Lender's account analysis statement;
or fails to pay, within any applicable grace period, any other amount due under
this Agreement or any other Obligation of Borrower to Lender.

Borrower or any of its
Subsidiaries fails to pay, or defaults in the payment of any principal or
interest on, any other indebtedness or any contingent obligation within any
applicable grace period; breaches or defaults with respect to any other material
term of any other indebtedness or of any loan agreement, mortgage, indenture or
other agreement relating to that indebtedness, if the effect of that breach or
default is to cause, or to permit the holder or holders of that indebtedness (or
a trustee on behalf of such holder or holders) to cause, indebtedness of
Borrower or its Subsidiaries in the aggregate amount of $50,000 or more to
become or be declared due before its stated maturity (upon the giving or
receiving of notice, lapse of time, both, or otherwise).

Borrower fails to perform or
comply with any term or condition applicable to it contained in Sections 7.4 or
7.14 or in any Section of Article 8.

Any representation or warranty
made or deemed made by Borrower under this Agreement, in any other Loan Document
or in any written statement or certificate at any time given by Borrower, other
than the representations and warranties set forth in Article 9 with respect to
specific Pledged Loans, is inaccurate or incomplete in any material respect on
the date as of which it is made or deemed made.

Borrower defaults in the
performance of or compliance with any term contained in this Agreement or any
other Loan Document other than those referred to in Sections 10.1(a), 10.1 (c)
or 10.1 (d) and such default has not been remedied or waived within 30 days
after the earliest of (1) receipt by Borrower of Notice from Lender of that
default, (2) receipt by Lender of Notice from Borrower of that default or
(3) the date Borrower should have notified Lender of that default under
Section 7.7(c) or 7.7(d).

A material "event of default" (however defined)
occurs under any agreement between Borrower and Lender other than this Agreement
and the other Loan Documents.

A case
(whether voluntary or involuntary) is filed by or against Borrower or any
Subsidiary  of Borrower  under any applicable bankruptcy, insolvency or other
similar federal or state law; or a court of competent jurisdiction appoints a
receiver (interim or permanent), liquidator, sequestrator, trustee, custodian or
other officer having similar powers over Borrower or any Subsidiary of Borrower,
or over all or a substantial part of their respective properties or assets;
or Borrower or any Subsidiary of Borrower (1)
consents to the appointment of or possession by a receiver (interim or
permanent), liquidator, sequestrator, trustee, custodian or other officer having
similar powers over Borrower or any Subsidiary of Borrower, or over all or a
substantial part of their respective properties or assets, (2) makes an
assignment for the benefit of creditors, or (3) fails, or admits in writing
its inability, to pay its debts as those debts become due.

Borrower fails to perform any
contractual obligation to repurchase Mortgage Loans, if such obligations in the
aggregate exceed $500,000.

Any money judgment, writ or
warrant of attachment or similar process involving an amount in excess of
$50,000 is entered or filed against Borrower or any of its Subsidiaries or any
of their respective assets and remains undischarged, unvacated, unbonded or
unstayed for a period of 30 days or 5 days before the date of any proposed sale
under that money judgment, writ or warrant of attachment or similar process.

Any order, judgment or decree
decreeing the dissolution of Borrower is entered and remains undischarged or
unstayed for a period of 20 days.

Borrower purports to disavow the
Obligations or contests the validity or enforceability of any Loan Document.

Lender's
security interest on any portion of the Collateral becomes unenforceable or
otherwise impaired.

A material adverse change occurs
in Borrower's financial condition, business, properties, operations or
prospects, or in Borrower's ability to repay the Obligations.

Any Lien for any taxes,
assessments or other governmental charges (1) is filed against Borrower or
any of its property, or is otherwise enforced against Borrower or any of its
property, or (2) obtains priority that is equal to greater than the
priority of Lender's security interest in any of the Collateral. 

Remedies

If an Event of Default described in Section 10.1(g)
occurs with respect to Borrower, the Warehousing Commitment will automatically
terminate and the unpaid principal amount of and accrued interest on the
Warehousing Note and all other Obligations will automatically become due and
payable, without presentment, demand or other Notice or requirements of any
kind, all of which Borrower expressly waives.

If any other Event of Default
occurs, Lender may, by Notice to Borrower, terminate the Warehousing Commitment
and declare the Obligations to be immediately due and payable.

If any Event of Default occurs,
Lender may also take any of the following actions:

Foreclose upon or otherwise enforce its
security interest in any Lien on the Collateral to secure all payments and
performance of the Obligations in any manner permitted by law or provided for in
the Loan Documents.

Notify all obligors under any of the
Collateral that the Collateral has been assigned to Lender (or to another Person
designated by Lender) and that all payments on that Collateral are to be made
directly to Lender (or such other Person); settle, compromise or release, in
whole or in part, any amounts any obligor or Investor owes on any of the
Collateral on terms acceptable to Lender; enforce payment and prosecute any
action or proceeding involving any of the Collateral; and where any Collateral
is in default, foreclose on and enforce any Liens securing that Collateral in
any manner permitted by law and sell any property acquired as a result of those
enforcement actions.

Prepare and submit for filing Uniform Commercial Code
amendment statements evidencing the assignment to Lender or its designee of any
Uniform Commercial Code financing statement filed in connection with any item of
Collateral.

Act, or contract with a third party to
act, at Borrower's expense, as servicer or subservicer of Collateral requiring
servicing, and perform all obligations required under any Collateral, including
Servicing Contracts and Purchase Commitments.

Require Borrower to assemble and make
available to Lender the Collateral and all related books and records at a place
designated by Lender.

Enter onto property where any
Collateral or related books and records are located and take possession of those
items with or without judicial process; and obtain access to Borrower's data
processing equipment, computer hardware and software relating to the Collateral
and use all of the foregoing and the information contained in the foregoing in
any manner Lender deems necessary for the purpose of effectuating its rights
under this Agreement and any other Loan Document.

Before the disposition of the
Collateral, prepare it for disposition in any manner and to the extent Lender
deems appropriate.

Exercise all
rights and remedies of a secured creditor under the Uniform Commercial Code of
Minnesota or other applicable law, including selling or otherwise disposing of
all or any portion of the Collateral at one or more public or private sales,
whether or not the Collateral is present at the place of sale, for cash or
credit or future delivery, on terms and conditions and in the manner as Lender
may determine, including sale under any applicable Purchase Commitment. Borrower
waives any right it may have to prior notice of the sale of all or any portion
of the Collateral to the extent allowed by applicable law. If notice is required
under applicable law, Lender will give Borrower not less than 10 days' notice of
any public sale or of the date after which any private sale may be held.
Borrower agrees that 10 days' notice is reasonable notice. Lender may, without
notice or publication, adjourn any public or private sale one or more times by
announcement at the time and place fixed for the sale, and the sale may be held
at any time or place announced at the adjournment. In the case of a sale of all
or any portion of the Collateral on credit or for future delivery, the
Collateral sold on those terms may be retained by Lender until the purchaser
pays the selling price or takes possession of the Collateral. Lender has no
liability to Borrower if a purchaser fails to pay for or take possession of
Collateral sold on those terms, and in the case of any such failure, Lender may
sell the Collateral again upon notice complying with this Section.

Instead of or
in conjunction with exercising the power of sale authorized by
Section 10.2(c)(8), Lender may proceed by suit at law or in equity to
collect all amounts due on the Collateral, or to foreclose Lender's Lien on and
sell all or any portion of the Collateral pursuant to a judgment or decree of a
court of competent jurisdiction.

Proceed against Borrower on the
Warehousing Note.

Retain all excess proceeds from the
sale or other disposition of the Collateral, and apply them to the payment of
the Obligations under Section 10.3.

Lender will incur no liability as
a result of the commercially reasonable sale or other disposition of all or any
portion of the Collateral at any public or private sale or other disposition.
Borrower waives (to the extent permitted by law) any claims it may have against
Lender arising by reason of the fact that the price at which the Collateral may
have been sold at a private sale was less than the price that Lender might have
obtained at a public sale, or was less than the aggregate amount of the
outstanding Warehousing Advances, accrued and unpaid interest on those
Warehousing Advances, and unpaid fees, even if Lender accepts the first offer
received and does not offer the Collateral to more than one offeree. Borrower
agrees that any sale of Collateral under the terms of a Purchase Commitment, or
any other disposition of Collateral arranged by Borrower, whether before or
after the occurrence of an Event of Default, will be deemed to have been made in
a commercially reasonable manner.

Borrower acknowledges that
Mortgage Loans are collateral of a type that is the subject of widely
distributed standard price quotations and that Mortgage-backed Securities are
collateral of a type that is customarily sold on a recognized market. Borrower
waives any right it may have to prior notice of the sale of Pledged Securities,
and agrees that Lender may purchase Pledged Loans and Pledged Securities at a
private sale of such Collateral.

Borrower specifically waives and
releases (to the extent permitted by law) any equity or right of redemption,
stay or appraisal that Borrower has or may have under any rule of law or statute
now existing or adopted after the date of this Agreement, and any right to
require Lender to (1) proceed against any Person, (2) proceed against
or exhaust any of the Collateral or pursue its rights and remedies against the
Collateral in any particular order, or (3) pursue any other remedy within
its power. Lender is not required to take any action to preserve any rights of
Borrower against holders of mortgages having priority to the Lien of any
Mortgage or Security Agreement included in the Collateral or to preserve
Borrower's rights against other prior parties.

Lender may, but is not obligated
to, advance any sums or do any act or thing necessary to uphold or enforce the
Lien and priority of, or the security intended to be afforded by, any Mortgage
or Security Agreement included in the Collateral, including payment of
delinquent taxes or assessments and insurance premiums. All advances, charges,
costs and expenses, including reasonable attorneys' fees and disbursements,
incurred or paid by Lender in exercising any right, power or remedy conferred by
this Agreement, or in the enforcement of this Agreement, together with interest
on those amounts at the Default Rate, from the time paid by Lender until repaid
by Borrower, are deemed to be principal outstanding under this Agreement and the
Warehousing Note.

No failure or delay on the part of
Lender to exercise any right, power or remedy provided in this Agreement or
under any other Loan Document, at law or in equity, will operate as a waiver of
that right, power or remedy. No single or partial exercise by Lender of any
right, power or remedy provided under this Agreement or any other Loan Document,
at law or in equity, precludes any other or further exercise of that right,
power, or remedy by Lender, or Lender's exercise of any other right, power or
remedy. Without limiting the foregoing, Borrower waives all defenses based on
the statute of limitations to the extent permitted by law. The remedies provided
in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any remedies provided at law or in equity.

Upon the occurrence of an Event of
Default, Borrower grants Lender a license or other right to use, without charge,
Borrower's computer programs, other programs, labels, patents, copyrights,
rights of use of any name, trade secrets, trade names, trademarks, service marks
and advertising matter, or any property of a similar nature, as it pertains to
the Collateral, in advertising for sale and selling any of the Collateral and
Borrower's rights under all licenses and all other agreements related to the
foregoing inure to Lender's benefit until the Obligations are paid in full. 

Application of Proceeds


Lender may apply the
proceeds of any sale, disposition or other enforcement of Lender's Lien on all
or any portion of the Collateral to the payment of the Obligations in the order
Lender determines in its sole discretion. From and after the indefeasible
payment to Lender of all of the Obligations, any remaining proceeds of the
Collateral will be paid to Borrower, or to its successors or assigns, or as a
court of competent jurisdiction may direct. If the proceeds of any sale,
disposition or other enforcement of the Collateral are insufficient to cover the
costs and expenses of that sale, disposition or other enforcement and payment in
full of all Obligations, Borrower is liable for the deficiency.

Lender Appointed Attorney-in-
Fact 

Borrower appoints Lender
its attorney-in-fact, with full power of substitution, for the purpose of
carrying out the provisions of this Agreement, the Warehousing Note and the
other Loan Documents and taking any action and executing any instruments that
Lender deems necessary or advisable to accomplish that purpose. Borrower's
appointment of Lender as attorney-in-fact is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, Lender may give
notice of its Lien on the Collateral to any Person, either in Borrower's name or
in its own name, endorse all Pledged Loans or Pledged Securities payable to the
order of Borrower, change or cause to be changed the book-entry registration or
name of subscriber or Investor on any Pledged Security, prepare and submit for
filing Uniform Commercial Code amendment statements with respect to any Uniform
Commercial Code financing statements filed in connection with any item of
Collateral  or receive, endorse and collect all checks made payable to the order
of Borrower representing payment on account of the principal of or interest on,
or the proceeds of sale of, any of the Pledged Loans or Pledged Securities and
give full discharge for those transactions.

Right of Set-Off 

If Borrower defaults in
the payment of any Obligation or in the performance of any of its duties under
the Loan Documents, Lender may, without Notice to or demand on Borrower (which
Notice or demand Borrower expressly waives), set-off, appropriate or apply any
property of Borrower held at any time by Lender, or any indebtedness at any time
owed by Lender to or for the account of Borrower, against the Obligations,
whether or not those Obligations have matured.

 

End of
Article 10

	MISCELLANEOUS

Notices

Except where telephonic
or facsimile notice is expressly authorized by this Agreement, all
communications required or permitted to be given or made under this Agreement
("Notices") must be in writing and must be sent by manual
delivery, overnight courier or United States mail (postage prepaid), addressed
as follows (or at such other address as may be designated by it in a Notice to
the other):

	
If to Borrower:
	






,   

Attention: , 

Facsimile: (925) 551-3657

	
If to Lender:
	




Attention: , 

Facsimile: (925) 935-6424






In addition, Lender will use its
best efforts to provide a copy of any Notice of an Event of Default, or
regarding the exercise of any of its remedies, to Ed Giedgowd, General Counsel,
E-Loan, Inc. 5875 Arnold Road, Bublin, CA  94568, Facsimile: (925) 803-3503, or
such other counsel as Borrower may designate, but failure to provide such copy
shall not render any such Notice ineffective.

All periods of Notice will be measured from the date of
delivery if delivered manually or by facsimile, from the first Business Day
after the date of sending if sent by overnight courier or from 4 days after the
date of mailing if sent by United States mail, except that Notices to Lender
under Article 2 and Section 3.3 (f) shall be deemed to have been given only
when actually received by Lender. Borrower authorizes Lender to accept
Borrower's bailee pledge agreements,  Warehousing Advance Requests, shipping
requests, wire transfer instructions and security delivery instructions
transmitted to Lender by facsimile or RFConnects Delivery, and those documents,
when transmitted to Lender by facsimile or by RFConnects Delivery, have the same
force and effect as the originals.

Reimbursement Of Expenses; Indemnity 

Borrower must:
(a) pay Lender a document production fee in connection with the preparation
and negotiation of this Agreement; (b) pay such additional documentation
production fees as Lender may require and all out-of-pocket costs and expenses
of Lender, including reasonable fees, service charges and disbursements of
counsel to Lender (including allocated costs of internal counsel), in connection
with the amendment, enforcement and administration of this Agreement, the
Warehousing Note, and other Loan Documents, the making, repayment and payment of
interest on the Warehousing Advances and the payment of all other Obligations
under Loan Documents; (c) indemnify, pay, and hold harmless Lender and any
other holder of the Warehousing Note from and against, all present and future
stamp, documentary and other similar taxes with respect to the foregoing matters
and save Lender and any other holder of the Warehousing Note harmless from and
against all liabilities with respect to or resulting from any delay or omission
to pay such taxes; and (d) indemnify, pay and hold harmless Lender and all
of its Affiliates, officers, directors, employees or agents and any subsequent
holder of the Warehousing Note (collectively called the
"Indemnitees") from and against all liabilities, obligations,
losses, damages, penalties, judgments, suits, costs, expenses and disbursements
of every kind or nature  (including the reasonable fees and disbursements of
counsel to the Indemnitees (including allocated costs of internal counsel) in
connection with any investigative, administrative or judicial proceeding,
whether or not the Indemnitees have been designated as parties to such
proceeding) that may be imposed upon, incurred by or asserted against such
Indemnitees in any manner relating to or arising out of this Agreement, the
Warehousing Note, or any other Loan Document or any of the transactions
contemplated by this Agreement, the Warehousing Note and the other Loan
Documents, including against all liabilities, obligations, losses, damages,
penalties, judgments, suits, costs, expenses and disbursements of every kind or
nature (including the reasonable fees and disbursements of counsel to the
Indemnitees (including allocated costs of internal counsel) in connection with
any investigative, administrative or judicial proceeding, whether or not the
Indemnitees have been designated as parties to such proceeding) arising from any
breach of Sections 9.2(v) or 9.3(f) or the making of any Mortgage Loan in which
any mortgagor, guarantor or other obligor is a Person named in any Restriction
List and to whom the provision of financial services is prohibited or otherwise
restricted by applicable law ("Indemnified Liabilities"),
except that Borrower has no obligation under this Agreement with respect to
Indemnified Liabilities arising from the gross negligence or willful misconduct
of any such Indemnitees. To the extent that the undertaking to indemnify, pay
and hold harmless as set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, Borrower must contribute
the maximum portion that it is permitted to pay and satisfy under applicable law
to the payment and satisfaction of all Indemnified Liabilities incurred by the
Indemnitees or any of them. The agreement of Borrower contained in this Article
survives the expiration or termination of this Agreement and the payment in full
of the Warehousing Note. Attorneys' fees and disbursements incurred in
enforcing, or on appeal from, a judgment under this Agreement are recoverable
separately from and in addition to any other amount included in such judgment,
and this clause is intended to be severable from the other provisions of this
Agreement and to survive and not be merged into such judgment.

Financial Information


All financial statements
and reports furnished to Lender under this Agreement must be prepared in
accordance with GAAP, applied on a basis consistent with that applied in
preparing the financial statements as at the end of and for Borrower's most
recent fiscal year (except to the extent otherwise required to conform to good
accounting practice).

Terms Binding Upon Successors;
Survival of Representations 

The terms and provisions
of this Agreement are binding upon and inure to the benefit of Borrower, Lender
and their respective successors and assigns. All of Borrower's representations,
warranties, covenants and agreements survive the making of any Warehousing
Advance, and except where a longer period is set forth in this Agreement, remain
effective for as long as the Warehousing Commitment is outstanding or there
remain any Obligations to be paid or performed.

Assignment 

Borrower cannot assign
this Agreement. Lender may at any time, without Notice to or the consent of
Borrower, transfer or assign, in whole or in part, its interest in this
Agreement and the Warehousing Note along with Lender's security interest in any
of the Collateral, and any assignee of Lender may enforce this Agreement, the
Warehousing Note and its security interest in the Collateral assigned.

Amendments 

Except as otherwise
provided in this Agreement, this Agreement may not be amended, modified or
supplemented unless the amendment, modification or supplement is set forth in
writing signed by both Borrower and Lender.

Governing Law 

This Agreement and the
other Loan Documents are governed by the laws of the State of Minnesota, without
reference to its principles of conflicts of laws.

Participations 

Lender may at any time
sell, assign or grant participations in, or otherwise transfer to any other
Person ("Participant"), all or part of the Obligations. Without
limiting Lender's exclusive right to collect and enforce the Obligations,
Borrower agrees that each participation will give rise to a debtor-creditor
relationship between Borrower and the Participant, and Borrower authorizes each
Participant, upon the occurrence of an Event of Default, to proceed directly by
right of setoff, banker's lien, or otherwise, against any assets of Borrower
that may be held by that Participant. Borrower authorizes Lender to disclose to
prospective and actual Participants all information in Lender's possession
concerning Borrower, this Agreement and the Collateral.

Relationship of the
Parties 

This Agreement provides
for the making and repayment of Warehousing Advances by Lender (in its capacity
as a lender) and Borrower (in its capacity as a borrower), for the payment of
interest on those Warehousing Advances and for the payment of certain fees by
Borrower to Lender. The relationship between Lender and Borrower is limited to
that of creditor and secured party on the part of Lender and of debtor on the
part of Borrower. The provisions of this Agreement and the other Loan Documents
for compliance with financial covenants and the delivery of financial statements
and other operating reports are intended solely for the benefit of Lender to
protect its interest as a creditor and secured party. Nothing in this Agreement
creates or may be construed as permitting or obligating Lender to act as a
financial or business advisor or consultant to Borrower, as permitting or
obligating Lender to control Borrower or to conduct Borrower's operations, as
creating any fiduciary obligation on the part of Lender to Borrower, or as
creating any joint venture, agency, partnership or other relationship between
Lender and Borrower other than as explicitly and specifically stated in the Loan
Documents. Borrower acknowledges that it has had the opportunity to obtain the
advice of experienced counsel of its own choice in connection with the
negotiation and execution of the Loan Documents and to obtain the advice of that
counsel with respect to all matters contained in the Loan Documents, including
the waivers of jury trial and of punitive, consequential, special or indirect
damages contained in Sections 11.16 and 11.17, respectively.  Borrower
further acknowledges that it is experienced with respect to financial and credit
matters and has made its own independent decisions to apply to Lender for credit
and to execute and deliver this Agreement.

Severability 

If any provision of this
Agreement is declared to be illegal or unenforceable in any respect, that
provision is null and void and of no force and effect to the extent of the
illegality or unenforceability, and does not affect the validity or
enforceability of any other provision of the Agreement.

Consent to Credit
References 

Borrower consents to the
disclosure of information regarding Borrower and its Subsidiaries and their
relationships with Lender to Persons making credit inquiries to Lender. This
consent is revocable by Borrower at any time upon Notice to Lender as provided
in Section 11.1.

Counterparts 

This Agreement may be
executed in any number of counterparts, each of which will be deemed an
original, but all of which together constitute but one and the same instrument.


Headings/Captions

The captions or headings
in this Agreement and the other Loan Documents are for convenience only and in
no way define, limit or describe the scope or intent of any provision of this
Agreement or any other Loan Document.

Entire Agreement 

This Agreement, the
Warehousing Note and the other Loan Documents represent the final agreement
among the parties with respect to their subject matter, and may not be
contradicted by evidence of prior or contemporaneous oral agreements among the
parties. There are no oral agreements among the parties with respect to the
subject matter of this Agreement, the Warehousing Note and the other Loan
Documents.

Consent to Jurisdiction


AT THE OPTION OF LENDER,
THIS AGREEMENT, THE WAREHOUSING NOTE AND THE OTHER LOAN DOCUMENTS MAY BE
ENFORCED IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF MINNESOTA. BORROWER
CONSENTS TO THE JURISDICTION AND VENUE OF THOSE COURTS, AND WAIVES ANY OBJECTION
TO THE JURISDICTION OR VENUE OF THOSE COURTS, INCLUDING THE OBJECTION THAT VENUE
IN THOSE COURTS IS NOT CONVENIENT. ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE
COMMENCED AND INSTITUTED BY SERVICE OF PROCESS UPON BORROWER BY FIRST CLASS
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER AT
ITS ADDRESS LAST KNOWN TO LENDER. BORROWER'S CONSENT AND AGREEMENT UNDER THIS
SECTION DOES NOT AFFECT LENDER'S RIGHT TO ACCOMPLISH SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION OR COURT. IN THE EVENT
BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR
CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, LENDER AT ITS OPTION MAY HAVE THE
CASE TRANSFERRED TO A STATE OR FEDERAL COURT WITHIN THE STATE OF MINNESOTA OR,
IF A TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, MAY HAVE BORROWER'S
ACTION DISMISSED WITHOUT PREJUDICE.

Waiver of
Jury Trial 

BORROWER AND LENDER EACH
PROMISES AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT
BY A JURY, AND FULLY WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY
SUCH RIGHT NOW EXISTS OR ARISES AFTER THE DATE OF THIS AGREEMENT. THIS WAIVER OF
THE RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY
BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE
FOR WHICH THE RIGHT TO TRIAL BY JURY WOULD OTHERWISE APPLY. LENDER AND BORROWER
ARE EACH AUTHORIZED AND DIRECTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING
JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES TO THIS AGREEMENT AS
CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO TRIAL BY JURY. FURTHER,
BORROWER AND LENDER EACH CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER
PARTY, INCLUDING THE OTHER PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, TO ANY OF ITS REPRESENTATIVES OR AGENTS THAT THE OTHER PARTY WILL NOT
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

Waiver of Punitive, Consequential, Special
or Indirect Damages  

BORROWER WAIVES ANY
RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES
FROM LENDER OR ANY OF LENDER'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING,
CLAIM OR COUNTERCLAIM BROUGHT BY BORROWER AGAINST LENDER OR ANY OF LENDER'S
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WITH RESPECT TO ANY MATTER
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT
DAMAGES IS KNOWINGLY AND VOLUNTARILY GIVEN BY BORROWER, AND IS INTENDED TO
ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES WOULD OTHERWISE APPLY.  LENDER IS
AUTHORIZED AND DIRECTED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING
JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES TO THIS AGREEMENT AS
CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL,
SPECIAL OR INDIRECT DAMAGES.

End of
Article 11

	DEFINITIONS

Defined
Terms



Capitalized terms
defined below or elsewhere in this Agreement have the following meanings or, as
applicable, the meanings given to those terms in Exhibits to this Agreement:


"Accrual Basis" has the meaning set forth in
Section 3.1(c).   

"Advance Rate" means, with respect to any
Eligible Loan, the Advance Rate set forth in Exhibit H for that type
of Eligible Loan.

"Affiliate" means, when used with reference to any
Person, (a) each Person that, directly or indirectly, controls, is controlled by
or is under common control with, the Person referred to, (b) each Person
that beneficially owns or holds, directly or indirectly, 5% or more of any class
of voting Equity Interests of the Person referred to, (c) each Person, 5% or
more of the voting Equity Interests of which is beneficially owned or held,
directly or indirectly, by the Person referred to, and (d) each of such Person's
officers, directors, joint venturers and partners.  For these purposes, the term
"control" (including the terms "controlled by" and
"under common control with") means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of the Person in question.

"Agency Security" means a Mortgage-backed Security
issued or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.

"Agreement" means this , either as originally executed
or as it may be amended, restated, renewed or replaced.  

"Appraised Property Value" means with respect to an
interest in real property, the then current fair market value of the real
property and any improvements on it as of recent date determined in accordance
with Title XI of FIRREA by a qualified appraiser who is a member of the
American Institute of Real Estate Appraisers or other group of professional
appraisers.

"Approved Custodian" means a pool custodian or other
Person that Lender deems acceptable, in its sole discretion, to hold Mortgage
Loans for inclusion in a Mortgage Pool or to hold Mortgage Loans as agent for an
Investor that has issued a Purchase Commitment for those Mortgage Loans.

"Audited Statement Date" means the date of Borrower's
most recent audited financial statements (and, if applicable, Borrower's
Subsidiaries, on a consolidated basis) delivered to Lender under this Agreement.


"Bank One" means Bank One, National Association, or
any successor bank.

"Bank One Prime Rate" means, as of any date of
determination, the highest prime rate quoted by Bank One and most recently
published by Bloomberg L.P. If the prime rate for Bank One is not quoted or
published for any period, then during that period the term "Bank One Prime
Rate" means the highest prime rate published in the most recent edition of
The Wall Street Journal in its regular column entitled "Money
Rates."

"Borrower" has the meaning set forth in the first
paragraph of this Agreement.

"Business Day" means any day other than Saturday,
Sunday or any other day on which national banking associations are closed for
business.

"Buydown" has the meaning set forth in
Section 3.4.

"Calendar Quarter" means the 3 month period beginning
on each January 1, April 1, July 1 or October 1.

"Cash and Cash Equivalents" means, with respect to any
person at any date, the sum of the following unrestricted and unencumbered
assets of such person on such date: cash (not including restricted cash), funds
on deposit in any Bank located in the United States (not including the aggregate
amount payable under all checks or other documentary drafts issued by Borrower
and not yet presented for payment), investment grade commercial paper, money
market funds, and high grade marketable securities with a maturity of 270 days
or less, in all cases that qualify as "cash or cash equivalents" on a balance
sheet of such Person prepared in accordance with GAAP.

"Cash Collateral Account" means a demand deposit
account maintained at the Funding Bank in Lender's name and designated for
receipt of the proceeds of the sale or other disposition of Collateral.

"Check Disbursement Account" means a demand
deposit account maintained at the Funding Bank in Borrower's name and under the
control of Lender for clearing checks written by Borrower to fund Mortgage Loans
funded by Warehousing Advances.

"Closing Date" has the meaning set forth in the
Recitals to this Agreement.

"Collateral" has the meaning set forth in
Section 4.1.

"Collateral Documents" means, with respect to each
Mortgage Loan, (a) the Mortgage Note, the Mortgage and all other documents
including, if applicable, any Security Agreement, executed in connection with or
relating to the Mortgage Loan; (b) as applicable, the original lender's
ALTA Policy of Title Insurance or its equivalent, documents evidencing the FHA
Commitment to Insure, the VA Guaranty or private mortgage insurance, the
appraisal, the Regulation Z statement, the environmental assessment, the
engineering report, certificates of casualty or hazard insurance, credit
information on the maker of the Mortgage Note, the HUD-1 or corresponding
purchase advice; (c) any other document listed in Exhibit B;
and (d) any other document that is customarily desired for inspection or
transfer incidental to the purchase of any Mortgage Note by an Investor or that
is customarily executed by the seller of a Mortgage Note to an Investor. 

"Committed Purchase Price" means for an Eligible Loan
(a) the dollar price as set forth in the Purchase Commitment or, if the
price is not expressed in dollars, the product of the Mortgage Note Amount
multiplied by the price (expressed as a percentage) as set forth in the Purchase
Commitment for the Eligible Loan, or (b) if the Eligible Loan is to be used
to back an Agency Security, the dollar price as set forth in a Purchase
Commitment or, if the price is not expressed in dollars the product of the
Mortgage Note Amount multiplied by the price (expressed as a percentage) as set
forth in the Purchase Commitment for the Agency Security.

"Compliance Certificate" means a certificate executed
on behalf of Borrower by its chief financial officer or its treasurer or by
another officer approved by Lender, substantially in the form of
Exhibit E.

"Credit Score" means a mortgagor's overall
consumer credit rating, represented by a single numeric credit score using the
Fair, Isaac consumer credit scoring system, provided by a credit repository
acceptable to Lender and the Investor that issued the Purchase Commitment
covering the related Mortgage Loan (if a Purchase Commitment is required by
Exhibit H).

"Current Assets" means a Person's (and, if
applicable, that Person's Subsidiaries, on a consolidated basis) assets that in
the regular course of business will be readily and quickly realized, or
converted into cash, all in accordance with GAAP, within 1 year. Current Assets
include (a) cash, (b) temporary investments, (c) Mortgage Loans and Mortgage-
backed Securities held for sale (net of any loan loss reserves), (d) accounts
and accrued interest receivable (net of allowance for doubtful accounts) and (e)
servicing advances made on behalf of mortgagors, but exclude (x) loans and
advances to or receivables due from shareholders, directors, officers, employees
or Affiliates, (y) all deferred assets, other than prepaid items for insurance,
taxes and rents and (z) any properties or assets located outside the continental
United States and Canada.

"Current Liabilities" means a Person's (and,
if applicable, that Person's Subsidiaries, on a consolidated basis) liabilities,
or any portion of a Person's liabilities, the maturity of which will not extend
beyond 1 year from the date of determination.

"Current Ratio" means the ratio of a
Person's Current Assets to Current Liabilities.
 
"Debt" means (a) all indebtedness or other
obligations of a Person (and, if applicable, that Person's Subsidiaries, on a
consolidated basis) that, in accordance with GAAP, would be included in
determining total liabilities as shown on the liabilities side of a balance
sheet of that Person on the date of determination, plus (b) all
indebtedness or other obligations of that Person (and, if applicable, that
Person's Subsidiaries, on a consolidated basis) for borrowed money or for the
deferred purchase price of property or services. For purposes of calculating a
Person's Debt, Subordinated Debt not due within 1 year of that date may be
excluded from that Person's indebtedness.

"Default" means the occurrence of any event or
existence of any condition that, but for the giving of Notice or the lapse of
time, would constitute an Event of Default.

"Default Rate" means, for any Warehousing Advance, the
Interest Rate applicable to that Warehousing Advance plus 4% per annum. If no
Interest Rate is applicable to a Warehousing Advance, "Default Rate" means, for
that Warehousing Advance, the highest Interest Rate then applicable to any
outstanding Warehousing Advance plus 4% per annum.

"Depository Benefit" means the compensation received
by Lender, directly or indirectly, as a result of Borrower's maintenance of
Eligible Balances with a Designated Bank.

"Designated Bank" means any bank designated by Lender
as a Designated Bank, but only for as long as Lender has an agreement under
which Lender receives Depository Benefits from that bank.

"Designated Bank Charges" means any fees, interest or
other charges that would otherwise be payable to a Designated Bank in connection
with Eligible Balances maintained at the Designated Bank, including deposit
insurance premiums, service charges and any other charges that may be imposed by
governmental authorities from time to time.

"Discontinued Loan" has the meaning set
forth in the GMAC-RFC Client Guide.
 
"Earnings Allowance" has the meaning set forth in
Section 3.1(b).

"Earnings Credit" has the meaning set forth in
Section 3.1(b).

"Electronic Advance Request" means an
electronic transmission through RFConnects Delivery containing the same
information as Exhibit A to this Agreement.

"Electronic Tracking Agreement" means an
Electronic Tracking Agreement, on the form prescribed by Lender, among Borrower,
Lender, MERS and MERCORP, Inc.

"Eligible Balances" means all funds of or maintained
by Borrower (and, if applicable, Borrower's Subsidiaries) in demand deposit or
time deposit accounts at a Designated Bank, minus balances to support float,
reserve requirements and any other reductions that may be imposed by
governmental authorities from time to time. 

"Eligible Loan" means a Single Family Mortgage Loan
that satisfies the conditions and requirements set forth in Exhibit
H.

"Eligible Mortgage Pool" means a Mortgage Pool for
which (a) an Approved Custodian has issued its initial certification,
(b) there exists a Purchase Commitment covering the Agency Security to be
issued on the basis of that certification and (c) the Agency Security will
be delivered to Lender. 

"Equity Interests" means all shares, interests,
participations or other equivalents, however, designated, of or in a Person
(other than a natural person), whether or not voting, including common stock,
membership interests, warrants, preferred stock, convertible debentures and all
agreements, instruments and documents convertible, in whole or in part, into any
one or more of the foregoing. 

"ERISA" means the Employee Retirement Income Security
Act of 1974 and all rules and regulations promulgated under that statute, as
amended, and any successor statute, rules, and regulations.

"ERISA Affiliate" means any trade or business (whether
or not incorporated) that is a member of a group of which Borrower is a member
and that is treated as a single employer under Section 414 of the Internal
Revenue Code.

"Event of Default" means any of the conditions or
events set forth in Section 10.1.

"Excess Buydown" has the meaning set forth
in Section 3.4.
 
"Exchange Act" means the Securities Exchange Act of
1934 and all rules and regulations promulgated under that statute, as amended,
and any successor statute, rules, and regulations.

"Fair Market Value" means, at
any time for an Eligible Loan or a related Agency Security (if the Eligible Loan
is to be used to back an Agency Security) as of any date of determination,
(a) the Committed Purchase Price if the Eligible Loan is covered by a
Purchase Commitment from Fannie Mae or Freddie Mac or the Eligible Loan is to be
exchanged for an Agency Security and that Agency Security is covered by a
Purchase Commitment from an Investor, or (b) otherwise, the market price
for such Eligible Loan or Agency Security, determined by Lender based on market
data for similar Mortgage Loans  or Agency Securities and such other criteria as
Lender deems appropriate in its sole discretion.

"Fannie Mae" means Fannie Mae, a corporation created
under the laws of the United States, and any successor corporation or other
entity.    

"FHA" means the Federal Housing Administration and any
successor agency or other entity.  

"FICA" means the Federal Insurance Contributions Act
and all rules and regulations promulgated under that statute, as amended, and
any successor statute, rules and regulations.

"FIRREA" means the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 and all rules and regulations promulgated
under that statute, as amended, and any successor statute, rules, and
regulations.

"First Mortgage" means a Mortgage that constitutes a
first Lien on the real property and improvements described in or covered by that
Mortgage.

"First Mortgage Loan" means a Mortgage Loan secured by
a First Mortgage.

"Freddie Mac" means Freddie Mac, a corporation created
under the laws of the United States, and any successor corporation or other
entity.

"Funding Bank" means Bank One or any other bank
designated by Lender as a Funding Bank.

"Funding Bank Agreement" means a letter agreement on
the form prescribed by Lender between the Funding Bank and Borrower authorizing
Lender's access to the Operating Account and the Check Disbursement Account.

"GAAP" means generally accepted accounting principles
set forth in opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and in statements and
pronouncements of the Financial Accounting Standards Board, or in opinions,
statements or pronouncements of any other entity approved by a significant
segment of the accounting profession, which are applicable to the circumstances
as of the date of determination.

"Ginnie Mae" means the Government National Mortgage
Association, an agency of the United States government, and any successor agency
or other entity.

"GMAC-RFC Client Guide" means the applicable
loan purchase guide issued by Lender, as the same may be amended or replaced.

"Government Mortgage Loan" means a closed-
end First Mortgage Loan that is either HUD/FHA insured (other than a HUD 203(K)
Mortgage Loan or a Title I Mortgage Loan) or VA guaranteed.
  
"Hedging Arrangements" means, with respect to any
Person, any agreements or other arrangements (including interest rate swap
agreements, interest rate cap agreements and forward sale agreements) entered
into to protect that Person against changes in interest rates or the market
value of assets.

"High LTV Mortgage Loan" has the meaning set
forth in Exhibit H.

"HUD" means the Department of Housing and Urban
Development, and any successor agency or other entity.

"HUD 203(K) Mortgage Loan" means an FHA-insured
closed-end First Mortgage Loan to an individual obligor the proceeds of which
will be used for the purpose of rehabilitating and repairing the related single
family property, and which satisfies the definition of "rehabilitation
loan" in 24 C.F.R. 203.50(a)

"Indemnified Liabilities" has the meaning set forth in
Section 11.2.

"Indemnitees" has the meaning set forth in
Section 11.2. 

"Interest Rate" means, for any Warehousing Advance,
the floating rate of interest specified for that Warehousing Advance in
Exhibit H.

"Interim Statement Date" means the date of the most
recent unaudited financial statements of Borrower (and, if applicable,
Borrower's Subsidiaries, on a consolidated basis) delivered to Lender under this
Agreement.

"Internal Revenue Code" means the Internal Revenue
Code of 1986, Title 26 of the United States Code, and all rules,
regulations and interpretations issued under those statutory provisions, as
amended, and any subsequent or successor federal income tax law or laws, rules,
regulations and interpretations. 

"Investment Company Act" means the Investment Company
Act of 1940 and all rules and regulations promulgated under that statute, as
amended, and any successor statute, rules, and regulations.

"Investor" means Fannie Mae, Freddie Mac or a
financially responsible private institution that Lender deems acceptable, in its
sole discretion, to issue Purchase Commitments with respect to a particular
category of Eligible Loans.

"Lender" has the meaning set forth in the first
paragraph of this Agreement.

"Leverage Ratio" means the ratio of a
Person's Debt to Tangible Net Worth. For purposes of calculating a Person's
Leverage Ratio, Debt arising under Hedging Arrangements, to the extent of assets
arising under those Hedging Arrangements, may be excluded from that Person's
Debt.

"LIBOR" means, for each week, the rate of
interest per annum that is equal to the arithmetic mean of the U.S. Dollar
London Interbank Offered Rates for 1 month periods of certain U.S. banks as of
11:00 a.m. (London time) on the first Business Day of each week on which the
London Interbank market is open, as published by Bloomberg L.P. If those
interest rates are not offered or published for any period, then during that
period LIBOR means the London Interbank Offered Rate for 1 month periods as
published in The Wall Street Journal in its regular column entitled "Money
Rates" on the first Business Day of each week on which the London Interbank
market is open.
 
"Lien" means any lien, mortgage, deed of trust,
pledge, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature of
such an agreement and any agreement to give any security interest).

"Loan Documents" means this Agreement, the Warehousing
Note, any agreement of Borrower relating to Subordinated Debt, and each other
document, instrument or agreement executed by Borrower in connection with any of
those documents, instruments and agreements, as originally executed or as any of
the same may be amended, restated, renewed or replaced.

"Loan Package Fee " has the meaning set forth in
Section 3.5.

"Loan-to-Value Ratio" means, for any Mortgage Loan,
the ratio of (a) the maximum amount that may be borrowed under the Mortgage
Loan (whether or not borrowed) at the time of origination, plus the Mortgage
Note Amounts of all other Mortgage Loans secured by senior or pari passu Liens
on the related property, to (b) the Appraised Property Value of the related
property.

"Manufactured Home" means a structure that
is built on a permanent chassis (steel frame) with the wheel assembly necessary
for transportation in one or more sections to a permanent site or semi-permanent
site.
 
"Margin Stock" has the meaning assigned to that term
in Regulation U of the Board of Governors of the Federal Reserve System, as
amended.

"MERS" means Mortgage Electronic
Registrations Systems, Inc. and any successor entity.

"Miscellaneous Fees and Charges" means the
miscellaneous fees set forth on Lender's fee schedule attached as Exhibit
I and all miscellaneous disbursements, charges and expenses incurred by or
on behalf of Lender for the handling and administration of Warehousing Advances
and Collateral, including costs for Uniform Commercial Code, tax lien and
judgment searches conducted by Lender, filing fees, charges for wire transfers
and check processing charges, charges for security delivery fees, charges for
overnight delivery of Collateral to Investors, recording fees, Funding Bank
service fees and overdraft charges and Designated Bank Charges.  Upon not less
than 3 Business Days' prior Notice to Borrower, Lender may modify Exhibit
I and the fees set forth in it to conform to current Lender practices and,
as so modified, the revised Exhibit I will become part of this Agreement.


"Mortgage" means a mortgage or deed of trust on real
property that is improved and substantially completed (including real property
to which a Manufactured Home has been affixed in a manner such that the Lien of
a mortgage or deed of trust would attach to the Manufactured Home under
applicable real property law).

"Mortgage-backed Securities" means securities that are
secured or otherwise backed by Mortgage Loans.

"Mortgage Loan" means any loan evidenced by a Mortgage
Note and secured by a Mortgage and, if applicable, a Security Agreement.

"Mortgage Note" means a promissory note secured by one
or more Mortgages and, if applicable, one or more Security Agreements.

"Mortgage Note Amount" means, as of any date of
determination, the then outstanding and unpaid principal amount of a Mortgage
Note (whether or not an additional amount is available to be drawn under that
Mortgage Note).

"Mortgage Pool" means a pool of one or more Pledged
Loans on the basis of which a Mortgage-backed Security is to be issued.

"Multiemployer Plan" means a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA, to which either Borrower or any
ERISA Affiliate of Borrower has any obligation with respect to its employees.

"Non-Usage Fee" has the meaning set forth in
Section 3.4.

"Notices" has the meaning set forth in Section
11.1.

"Obligations" means all indebtedness, obligations and
liabilities of Borrower to Lender and Lender's Subsidiaries (whether now
existing or arising after the date of this Agreement, voluntary or involuntary,
joint or several, direct or indirect, absolute or contingent, liquidated or
unliquidated, or decreased or extinguished and later increased and however
created or incurred), including Borrower's obligations and liabilities to Lender
under the Loan Documents and disbursements made by Lender for Borrower's
account.

"Operating Account" means a demand deposit account
maintained at the Funding Bank in Borrower's name and designated for funding
that portion of each Eligible Loan not funded by a Warehousing Advance made
against that Eligible Loan and for returning any excess payment from an Investor
for a Pledged Loan or Pledged Security.

"Overdraft Advance" has the meaning set forth in
Section 3.7.

"Participant" has the meaning set forth in
Section 11.8.

"Person" means and includes natural persons,
corporations, limited liability companies, limited liability partnerships,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
governments and agencies and political subdivisions of those governments.

"Plan" means each employee benefit plan (whether in
existence on the date of this Agreement or established after that date), as that
term is defined in Section 3 of ERISA, maintained for the benefit of
directors, officers or employees of Borrower or any ERISA Affiliate.

"Pledged Assets" means, collectively, Pledged Loans
and Pledged Securities.

"Pledged Hedging Accounts" has the meaning set forth
in Section 4.1 (g).

"Pledged Hedging Arrangements" has the meaning set
forth in Section 4.1 (g).

"Pledged Loans" has the meaning set forth in
Section 4.1 (b).

"Pledged Securities" has the meaning set forth in
Section 4.1 (c).

"Prime Mortgage Loan" has the meaning set
forth in Exhibit H.

"Prohibited Transaction" has the meanings set forth
for such term in Section 4975 of the Internal Revenue Code and Section 406 of
ERISA.

"Purchase Commitment" means a written commitment, in
form and substance satisfactory to Lender, issued in favor of Borrower by an
Investor under which that Investor commits to purchase Mortgage Loans or
Mortgage-backed Securities.

"Rating Agency" means any nationally recognized
statistical rating organization that in the ordinary course of its business
rates Mortgage-backed Securities.. 

"Release Amount" has the meaning set forth in
Section 4.3(f).   

"Restriction List" and "Restriction Lists"
means each and every list of Persons to whom the Government of the United States
prohibits or otherwise restricts the provision of financial services.  For the
purposes of this Agreement, Restriction Lists include the list of Specifically
Designated Nationals and Blocked Persons established pursuant to Executive Order
13224 (September 23, 2001) and maintained by the Office of Foreign Assets
Control, U.S. Department of the Treasury, current as of the day the Restriction
List is used for purposes of comparison in accordance with the requirements of
this Agreement.

"RFC Mortgage Loan" means a Mortgage Loan
covered by a Purchase Commitment issued by Lender.

"RFConnects Delivery" means Lender's
proprietary service to support the electronic exchange of information between
Lender and Borrower, including Warehousing Advance Requests, shipping requests,
payoff requests, wire transfer instructions, security delivery instructions,
activity reports and exception reports. 

"RFConnects Pledge Agreement" means an
agreement (on the then current form prescribed by Lender) granting Lender a
security interest in Mortgage Loans for which Borrower has requested Warehousing
Advances using RFConnects Delivery.

"RFC Forward Commitment" means any present
or future forward commitment or other agreement between Lender (or an Affiliate
of Lender) and Borrower relating to the purchase and sale of single family
Mortgage Loans.

"RFC Mortgage Loan" means a Mortgage Loan covered by a
Purchase Commitment issued by Lender.

"Second Mortgage" means a Mortgage that constitutes a
second Lien on the real property and improvements described in or covered by
that Mortgage.

"Second Mortgage Loan" means a Mortgage Loan secured
by a Second Mortgage.

"Security Agreement" means a security agreement or
other agreement that creates a Lien on personal property, including furniture,
fixtures and equipment, to secure repayment of a Mortgage Loan. 

"Servicing Contract" means, with respect to any
Person, the arrangement, whether or not in writing, under which that Person has
the right to service Mortgage Loans.

"Servicing Portfolio" means, as to any Person, the
unpaid principal balance of Mortgage Loans serviced by that Person under
Servicing Contracts, minus the principal balance of all Mortgage Loans that are
serviced by that Person for others under subservicing arrangements.

"Single Family Mortgage Loan" means a
Mortgage Loan secured by a Mortgage on improved real property on which is
located a 1-to-4 family residence.
   
"Statement Date" means the Audited Statement Date or
the Interim Statement Date, as applicable.

"Sublimit" means the aggregate amount of Warehousing
Advances (expressed as a dollar amount or as a percentage of the Warehousing
Commitment Amount) that is permitted to be outstanding at any one time against a
specific type of Eligible Loan.

"Subordinated Debt" means (a) all indebtedness of
Borrower for borrowed money that is effectively subordinated in right of payment
to all present and future Obligations either (1) under a Subordination of
Debt Agreement on the form prescribed by Lender or (2) otherwise on terms
acceptable to Lender, and (b) solely for purposes of Section 8.5, all
indebtedness of Borrower that is required to be subordinated by Sections 5.1 (b)
and 7.11.

"Subprime Mortgage Loan" has the meaning set
forth in Exhibit H.

"Subsidiary" means any corporation, partnership,
association or other business entity in which more than 50% of the shares of
stock or other ownership interests having voting power for the election of
directors, managers, trustees or other Persons performing similar functions is
at the time owned or controlled by any Person either directly or indirectly
through one or more Subsidiaries of that Person.

"Tangible Net Worth" means the excess of a Person's
(and, if applicable, that Person's Subsidiaries, on a consolidated basis) total
assets over total liabilities as of the date of determination, each determined
in accordance with GAAP applied in a manner consistent with the financial
statements referred to in Section 5.1 (a)(6), plus that portion of
Subordinated Debt not due within 1 year of that date. For purposes of
calculating a Person's Tangible Net Worth, advances or loans to shareholders,
directors, officers, employees or Affiliates, investments in Affiliates, assets
pledged to secure any liabilities not included in the Debt of that Person,
intangible assets, those other assets that would be deemed by HUD to be non-
acceptable in calculating adjusted net worth in accordance with its requirements
in effect as of that date, as those requirements appear in the "Consolidated
Audit Guide for Audits of HUD Programs," and other assets Lender deems
unacceptable, in its sole discretion, must be excluded from that Person's total
assets.

"Third Party Originated Loan" means a Mortgage Loan
originated and funded by a third party (other than with funds provided by
Borrower at closing to purchase the Mortgage Loan) and subsequently purchased by
Borrower.

"Title I Mortgage Loan" means an FHA co-insured
closed-end First Mortgage Loan or Second Mortgage Loan that is underwritten in
accordance with HUD underwriting standards for the Title I Property Improvement
Program set forth in, and that is reported for insurance under, the Mortgage
Insurance Program authorized and administered under Title I of the National
Housing Act of 1934, as amended, and the regulations related to that statute


"Trust Receipt" means a trust receipt in a form
approved by and under which Lender may deliver any document relating to the
Collateral to Borrower for correction or completion.

"Unused Portion" has the meaning set forth
in Section 3.4.

"Used Portion" has the meaning set forth in
Section 3.4.

"Warehouse Period" means, for any Eligible
Loan, the maximum number of days a Warehousing Advance against that type of
Eligible Loan may remain outstanding as set forth in Exhibit H.

"Warehousing Advance" means a disbursement by Lender
under Section 1.1. 

"Warehousing Advance Request" has the meaning set
forth in Section 2.1. 

"Warehousing Collateral Value" means, as of any date
of determination, (a) with respect to any Eligible Loan, the lesser of
(1) the amount of any Warehousing Advance made, or that could be made,
against such Eligible Loan  under Exhibit H or (2) an amount equal
to the Advance Rate for the applicable type of Eligible Loan  multiplied by the
Fair Market Value of such Eligible Loan; (b) if Eligible Loans have been
exchanged for Agency Securities, the lesser of (1) the amount of any
Warehousing Advances outstanding against the Eligible Loans backing the Agency
Securities or (2) an amount equal to the Advance Rates for the applicable
types of Eligible Loans backing the Agency Securities multiplied by the Fair
Market Value of the Agency Securities; and (c) with respect to cash, the
amount of the cash.

"Warehousing Commitment" means the obligation of
Lender to make Warehousing Advances to Borrower under Section 1.1.

"Warehousing Commitment Amount" means .

"Warehousing Fee" has the meaning set forth
in Section 3.5.

"Warehousing Maturity Date" has the meaning set forth
in Section 1.2.

"Warehousing Note" has the meaning set forth in
Section 1.3.

"Weighted Average Committed Purchase Price"
means the weighted average of the Committed Purchase Prices of the unfilled
Purchase Commitments (expressed as a percentage) for Mortgage Loans or Mortgage-
backed Securities of the same type, interest rate and term.

"Wet/Received Period" means the period of
time from the date a Warehousing Advance is made against a Pledged Loan until
the earlier of (a) the date the Pledged Loan is shipped by Lender to (i) an
Investor for purchase under a Purchase Commitment, (ii) a custodian for the
Investor, or (iii) a pool custodian for inclusion in a Mortgage Pool; or (b) the
date the Warehousing Advance against such Pledged Loan is paid in full.

"Wet Settlement Advance" means with respect
to any Warehousing Advance, the time from the date the Warehousing Advance is
made until the date of Lender's receipt of the Collateral Documents required by
Article 2 and the Exhibits and documents referenced in that Article.

"Wire Disbursement Account" means a demand deposit
account maintained at the Funding Bank in Lender's name for clearing wire
transfers requested by Borrower to fund Warehousing Advances.

"Wire Fee" has the meaning set forth in
Section 3.5.
Other Definitional Provisions;
Terms of Construction

Accounting terms not otherwise defined in this Agreement
have the meanings given to those terms under GAAP.

Defined terms may be used in the
singular or the plural, as the context requires.

All references to time of day mean
the then applicable time in Chicago, Illinois, unless otherwise expressly
provided.

References to Sections, Exhibits,
Schedules and like references are to Sections, Exhibits, Schedules and the like
of this Agreement unless otherwise expressly provided.

The words "include," "includes"
and "including" are deemed to be followed by the phrase "without
limitation."

Unless the context in which it is
used otherwise clearly requires, the word "or" has the inclusive meaning
represented by the phrase "and/or."

All incorporations by reference of
provisions from other agreements are incorporated as if such provisions were
fully set forth into this Agreement, and include all necessary definitions and
related provisions from those other agreements. All provisions from other
agreements incorporated into this Agreement by reference survive any termination
of those other agreements until the Obligations of Borrower under this Agreement
and the Warehousing Note are irrevocably paid in full and the Warehousing
Commitment is terminated. 

All references to the Uniform
Commercial Code shall be deemed to be references to the Uniform Commercial Code
in effect on the date of this Agreement in the applicable jurisdiction.

Unless the context in which it is
used otherwise clearly requires, all references to days, weeks and months mean
calendar days, weeks and months.

 



End of Article 12

IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the date first above written.

	 	
,

a   



 

By:Matt Roberts



Its: CFO

	 	 





	
 

 
	
RESIDENTIAL FUNDING
CORPORATION,

a Delaware Corporation



 

 

By: Mitchell K. Nomura



Its: Director