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                                                                    EXHIBIT 10.3
MASTER REPURCHASE
AGREEMENT

September 1996 Version

Dated as of     February 28, 2003

Between:        DSHI GREEN, INC., as Seller

and             GREENWICH CAPITAL FINANCIAL PRODUCTS, INC, as Buyer

1.      APPLICABILITY

        From time to time the parties hereto may enter into transactions in
        which one party ("Seller") agrees to transfer to the other ("Buyer")
        securities or other assets ("Securities") against the transfer of funds
        by Buyer, with a simultaneous agreement by Buyer to transfer to Seller
        such Securities at a date certain or on demand, against the transfer of
        funds by Seller. Each such transaction shall be referred to herein as a
        "Transaction" and, unless otherwise agreed in writing, shall be governed
        by this Agreement, including any supplemental terms or conditions
        contained in Annex I hereto and in any other annexes identified herein
        or therein as applicable hereunder.

2.      DEFINITIONS

        (a)     "Act of Insolvency", with respect to any party, (i) the
                commencement by such party as debtor of any case or proceeding
                under any bankruptcy, insolvency, reorganization, liquidation,
                moratorium, dissolution, delinquency or similar law, or such
                party seeking the appointment or election of a receiver,
                conservator, trustee, custodian or similar official for such
                party or any substantial part of its property, or the convening
                of any meeting of creditors for purposes of commencing any such
                case or proceeding or seeking such an appointment or election,
                (ii) the commencement of any such case or proceeding against
                such party, or another seeking such an appointment or election,
                or the filing against a party of an application for a protective
                decree under the provisions of the Securities Investor
                Protection Act of 1970, which (A) is consented to or not timely
                contested by such party, (B) results in the entry of an order
                for relief, such an appointment or election, the issuance of
                such a protective decree or the entry of an order having a
                similar effect, or (C) is not dismissed within 15 days, (iii)
                the making by such party of a general assignment for the benefit
                of creditors, or (iv) the admission in writing by such party of
                such party's inability to pay such party's debts as they become
                due;

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        (b)     "Additional Purchased Securities", Securities provided by Seller
                to Buyer pursuant to Paragraph 4(a) hereof;

        (c)     "Buyer's Margin Amount", with respect to any Transaction as of
                any date, the amount obtained by application of the Buyer's
                Margin Percentage to the Repurchase Price for such Transaction
                as of such date;

        (d)     "Buyer's Margin Percentage", with respect to any Transaction as
                of any date, a percentage (which may be equal to the Seller's
                Margin Percentage) agreed to by Buyer and Seller or, in the
                absence of any such agreement, the percentage obtained by
                dividing the Market Value of the Purchased Securities on the
                Purchase Date by the Purchase Price on the Purchase Date for
                such Transaction;

        (e)     "Confirmation", the meaning specified in Paragraph 3(b) hereof;

        (f)     "Income", with respect to any Security at any time, any
                principal thereof and all interest, dividends or other
                distributions thereon;

        (g)     "Margin Deficit", the meaning specified in Paragraph 4(a)
                hereof;

        (h)     "Margin Excess", the meaning specified in Paragraph 4(b) hereof;

        (i)     "Margin Notice Deadline", the time agreed to by the parties in
                the relevant Confirmation, Annex I hereto or otherwise as the
                deadline for giving notice requiring same-day satisfaction of
                margin maintenance obligations as provided in Paragraph 4 hereof
                (or, in the absence of any such agreement, the deadline for such
                purposes established in accordance with market practice);

        (j)     "Market Value", with respect to any Securities as of any date,
                the price for such Securities on such date obtained from a
                generally recognized source agreed to by the parties or the most
                recent closing bid quotation from such a source, plus accrued
                Income to the extent not included therein (other than any Income
                credited or transferred to, or applied to the obligations of,
                Seller pursuant to Paragraph 5 hereof) as of such date (unless
                contrary to market practice for such Securities);

        (k)     "Price Differential", with respect to any Transaction as of any
                date, the aggregate amount obtained by daily application of the
                Pricing Rate for such Transaction to the Purchase Price for such
                Transaction on a 360 day per year basis for the actual number of
                days during the period commencing on (and including) the
                Purchase Date for such Transaction and ending on (but excluding)
                the date of determination (reduced by any amount of such Price
                Differential previously paid by Seller to Buyer with respect to
                such Transaction);

        (l)     "Pricing Rate", the per annum percentage rate for determination
                of the Price Differential;

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        (m)     "Prime Rate", the prime rate of U.S. commercial banks as
                published in The Wall Street Journal (or, if more than one such
                rate is published, the average of such rates);

        (n)     "Purchase Date", the date on which Purchased Securities are to
                be transferred by Seller to Buyer;

        (o)     "Purchase Price", (i) on the Purchase Date, the price at which
                Purchased Securities are transferred by Seller to Buyer, and
                (ii) thereafter, except where Buyer and Seller agree otherwise,
                such price increased by the amount of any cash transferred by
                Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased
                by the amount of any cash transferred by Seller to Buyer
                pursuant to Paragraph 4(a) hereof or applied to reduce Seller's
                obligations under clause (ii) of Paragraph 5 hereof;

        (p)     "Purchased Securities", the Securities transferred by Seller to
                Buyer in a Transaction hereunder, and any Securities substituted
                therefor in accordance with Paragraph 9 hereof. The term
                "Purchased Securities" with respect to any Transaction at any
                time also shall include Additional Purchased Securities
                delivered pursuant to Paragraph 4(a) hereof and shall exclude
                Securities returned pursuant to Paragraph 4(b) hereof;

        (q)     "Repurchase Date", the date on which Seller is to repurchase the
                Purchased Securities from Buyer, including any date determined
                by application of the provisions of Paragraph 3(c) or 11 hereof;

        (r)     "Repurchase Price", the price at which Purchased Securities are
                to be transferred from Buyer to Seller upon termination of a
                Transaction, which will be determined in each case (including
                Transactions terminable upon demand) as the sum of the Purchase
                Price and the Price Differential as of the date of such
                determination;

        (s)     "Seller's Margin Amount", with respect to any Transaction as of
                any date, the amount obtained by application of the Seller's
                Margin Percentage to the Repurchase Price for such Transaction
                as of such date;

        (t)     "Seller's Margin Percentage", with respect to any Transaction as
                of any date, a percentage (which may be equal to the Buyer's
                Margin Percentage) agreed to by Buyer and Seller or, in the
                absence of any such agreement, the percentage obtained by
                dividing the Market Value of the Purchased Securities on the
                Purchase Date by the Purchase Price on the Purchase Date for
                such Transaction.

3.      INITIATION; CONFIRMATION; TERMINATION

        (a)     An agreement to enter into a Transaction may be made orally or
                in writing at the initiation of either Buyer or Seller. On the
                Purchase Date for the Transaction, the Purchased Securities
                shall be transferred to Buyer or its agent against the transfer
                of the Purchase Price to an account of Seller.

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        (b)     Upon agreeing to enter into a Transaction hereunder, Buyer or
                Seller (or both), as shall be agreed, shall promptly deliver to
                the other party a written confirmation of each Transaction (a
                "Confirmation"). The Confirmation shall describe the Purchased
                Securities (including CUSIP number, if any), identify Buyer and
                Seller and set forth (i) the Purchase Date, (ii) the Purchase
                Price, (iii) the Repurchase Date, unless the Transaction is to
                be terminable on demand, (iv) the Pricing Rate or Repurchase
                Price applicable to the Transaction, and (v) any additional
                terms or conditions of the Transaction not inconsistent with
                this Agreement. The Confirmation, together with this Agreement,
                shall constitute conclusive evidence of the terms agreed between
                Buyer and Seller with respect to the Transaction to which the
                Confirmation relates, unless with respect to the Confirmation
                specific objection is made promptly after receipt thereof. In
                the event of any conflict between the terms of such Confirmation
                and this Agreement, this Agreement shall prevail.

        (c)     In the case of Transactions terminable upon demand, such demand
                shall be made by Buyer or Seller, no later than such time as is
                customary in accordance with market practice, by telephone or
                otherwise on or prior to the business day on which such
                termination will be effective. On the date specified in such
                demand, or on the date fixed for termination in the case of
                Transactions having a fixed term, termination of the Transaction
                will be effected by transfer to Seller or its agent of the
                Purchased Securities and any Income in respect thereof received
                by Buyer (and not previously credited or transferred to, or
                applied to the obligations of, Seller pursuant to Paragraph 5
                hereof) against the transfer of the Repurchase Price to an
                account of Buyer.

4.      MARGIN MAINTENANCE

        (a)     If at any time the aggregate Market Value of all Purchased
                Securities subject to all Transactions in which a particular
                party hereto is acting as Buyer is less than the aggregate
                Buyer's Margin Amount for all such Transactions (a "Margin
                Deficit"), then Buyer may by notice to Seller require Seller in
                such Transactions, at Seller's option, to transfer to Buyer cash
                or additional Securities reasonably acceptable to Buyer
                ("Additional Purchased Securities"), so that the cash and
                aggregate Market Value of the Purchased Securities, including
                any such Additional Purchased Securities, will thereupon equal
                or exceed such aggregate Buyer's Margin Amount (decreased by the
                amount of any Margin Deficit as of such date arising from any
                Transactions in which such Buyer is acting as Seller).

        (b)     If at any time the aggregate Market Value of all Purchased
                Securities subject to all Transactions in which a particular
                party hereto is acting as Seller exceeds the aggregate Seller's
                Margin Amount for all such Transactions at such time (a "Margin
                Excess"), then Seller may by notice to Buyer require Buyer in
                such Transactions, at Buyer's option, to transfer cash or
                Purchased Securities to Seller, so that the aggregate Market
                Value of the Purchased Securities, after deduction of any such
                cash or any Purchased Securities so transferred, will thereupon
                not

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                exceed such aggregate Seller's Margin Amount (increased by the
                amount of any Margin Excess as of such date arising from any
                Transactions in which such Seller is acting as Buyer).

        (c)     If any notice is given by Buyer or Seller under subparagraph (a)
                or (b) of this Paragraph at or before the Margin Notice Deadline
                on any business day, the party receiving such notice shall
                transfer cash or Additional Purchased Securities as provided in
                such subparagraph no later than the close of business in the
                relevant market on such day. If any such notice is given after
                the Margin Notice Deadline, the party receiving such notice
                shall transfer such cash or Securities no later than the close
                of business in the relevant market on the next business day
                following such notice.

        (d)     Any cash transferred pursuant to this Paragraph shall be
                attributed to such Transactions as shall be agreed upon by Buyer
                and Seller.

        (e)     Seller and Buyer may agree, with respect to any or all
                Transactions hereunder, that the respective rights of Buyer or
                Seller (or both) under subparagraphs (a) and (b) of this
                Paragraph may be exercised only where a Margin Deficit or Margin
                Excess, as the case may be, exceeds a specified dollar amount or
                a specified percentage of the Repurchase Prices for such
                Transactions (which amount or percentage shall be agreed to by
                Buyer and Seller prior to entering into any such Transactions).

        (f)     Seller and Buyer may agree, with respect to any or all
                Transactions hereunder, that the respective rights of Buyer and
                Seller under subparagraphs (a) and (b) of this Paragraph to
                require the elimination of a Margin Deficit or a Margin Excess,
                as the case may be, may be exercised whenever such a Margin
                Deficit or Margin Excess exists with respect to any single
                Transaction hereunder (calculated without regard to any other
                Transaction outstanding under this Agreement).

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5.      INCOME PAYMENTS

        Seller shall be entitled to receive an amount equal to all Income paid
        or distributed on or in respect of the Securities that is not otherwise
        received by Seller, to the full extent it would be so entitled if the
        Securities had not been sold to Buyer. Buyer shall, as the parties may
        agree with respect to any Transaction (or, in the absence of any such
        agreement, as Buyer shall reasonably determine in its discretion), on
        the date such Income is paid or distributed either (i) transfer to or
        credit to the account of Seller such Income with respect to any
        Purchased Securities subject to such Transaction or (ii) with respect to
        Income paid in cash, apply the Income payment or payments to reduce the
        amount, if any, to be transferred to Buyer by Seller upon termination of
        such Transaction. Buyer shall not be obligated to take any action
        pursuant to the preceding sentence (A) to the extent that such action
        would result in the creation of a Margin Deficit, unless prior thereto
        or simultaneously therewith Seller transfers to Buyer cash or Additional
        Purchased Securities sufficient to eliminate such Margin Deficit, or (B)
        if an Event of Default with respect to Seller has occurred and is then
        continuing at the time such Income is paid or distributed.

6.      SECURITY INTEREST

        Although the parties intend that all Transactions hereunder be sales and
        purchases and not loans, in the event any such Transactions are deemed
        to be loans, Seller shall be deemed to have pledged to Buyer as security
        for the performance by Seller of its obligations under each such
        Transaction, and shall be deemed to have granted to Buyer a security
        interest in, all of the Purchased Securities with respect to all
        Transactions hereunder and all Income thereon and other proceeds
        thereof.

7.      PAYMENT AND TRANSFER

        Unless otherwise mutually agreed, all transfers of funds hereunder shall
        be in immediately available funds. All Securities transferred by one
        party hereto to the other party (i) shall be in suitable form for
        transfer or shall be accompanied by duly executed instruments of
        transfer or assignment in blank and such other documentation as the
        party receiving possession may reasonably request, (ii) shall be
        transferred on the book-entry system of a Federal Reserve Bank, or (iii)
        shall be transferred by any other method mutually acceptable to Seller
        and Buyer.

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8.      SEGREGATION OF PURCHASED SECURITIES

        To the extent required by applicable law, all Purchased Securities in
        the possession of Seller shall be segregated from other securities in
        its possession and shall be identified as subject to this Agreement.
        Segregation may be accomplished by appropriate identification on the
        books and records of the holder, including a financial or securities
        intermediary or a clearing corporation. All of Seller's interest in the
        Purchased Securities shall pass to Buyer on the Purchase Date and,
        unless otherwise agreed by Buyer and Seller, nothing in this Agreement
        shall preclude Buyer from engaging in repurchase transactions with the
        Purchased Securities or otherwise selling, transferring, pledging or
        hypothecating the Purchased Securities, but no such transaction shall
        relieve Buyer of its obligations to transfer Purchased Securities to
        Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer's obligation
        to credit or pay Income to, or apply Income to the obligations of,
        Seller pursuant to Paragraph 5 hereof.

          Required Disclosure for Transactions in Which the Seller Retains
          Custody of the Purchased Securities Seller is not permitted to
          substitute other securities for those subject to this Agreement and
          therefore must keep Buyer's securities segregated at all times, unless
          in this Agreement Buyer grants Seller the right to substitute other
          securities. If Buyer grants the right to substitute, this means that
          Buyer's securities will likely be commingled with Seller's own
          securities during the trading day. Buyer is advised that, during any
          trading day that Buyer's securities are commingled with Seller's
          securities, they [will]* [may]** be subject to liens granted by Seller
          to [its clearing bank]* [third parties]** and may be used by Seller
          for deliveries on other securities transactions. Whenever the
          securities are commingled, Seller's ability to resegregate substitute
          securities for Buyer will be subject to Seller's ability to satisfy
          [the clearing]* [any]** lien or to obtain substitute securities.

          *Language to be used under 17 C.F.R B403.4(e) if Seller is a
          government securities broker or dealer other than a financial
          institution.

          **Language to be used under 17 C.F.R. B403.5(d) if Seller is a
          financial institution.

9.      SUBSTITUTION

        (a)     Seller may, subject to agreement with and acceptance by Buyer,
                substitute other Securities for any Purchased Securities. Such
                substitution shall be made by transfer to Buyer of such other
                Securities and transfer to Seller of such Purchased Securities.
                After substitution, the substituted Securities shall be deemed
                to be Purchased Securities.

        (b)     In Transactions in which Seller retains custody of Purchased
                Securities, the parties expressly agree that Buyer shall be
                deemed, for purposes of subparagraph (a) of this Paragraph, to
                have agreed to and accepted in this Agreement substitution by
                Seller of other Securities for Purchased Securities; provided,
                however, that such other Securities shall have a Market Value at
                least equal to the Market Value of the Purchased Securities for
                which they are substituted.

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10.     REPRESENTATIONS

        Each of Buyer and Seller represents and warrants to the other that (i)
        it is duly authorized to execute and deliver this Agreement, to enter
        into Transactions contemplated hereunder and to perform its obligations
        hereunder and has taken all necessary action to authorize such
        execution, delivery and performance, (ii) it will engage in such
        Transactions as principal (or, if agreed in writing, in the form of an
        annex hereto or otherwise, in advance of any Transaction by the other
        party hereto, as agent for a disclosed principal), (iii) the person
        signing this Agreement on its behalf is duly authorized to do so on its
        behalf (or on behalf of any such disclosed principal), (iv) it has
        obtained all authorizations of any governmental body required in
        connection with this Agreement and the Transactions hereunder and such
        authorizations are in full force and effect and (v) the execution,
        delivery and performance of this Agreement and the Transactions
        hereunder will not violate any law, ordinance, charter, bylaw or rule
        applicable to it or any agreement by which it is bound or by which any
        of its assets are affected. On the Purchase Date for any Transaction
        Buyer and Seller shall each be deemed to repeat all the foregoing
        representations made by it.

11.     EVENTS OF DEFAULT

        In the event that (i) Seller fails to transfer or Buyer fails to
        purchase Purchased Securities upon the applicable Purchase Date, (ii)
        Seller fails to repurchase or Buyer fails to transfer Purchased
        Securities upon the applicable Repurchase Date, (iii) Seller or Buyer
        fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one
        business day's notice, to comply with Paragraph 5 hereof, (v) an Act of
        Insolvency occurs with respect to Seller or Buyer, (vi) any
        representation made by Seller or Buyer shall have been incorrect or
        untrue in any material respect when made or repeated or deemed to have
        been made or repeated, or (vii) Seller or Buyer shall admit to the other
        its inability to, or its intention not to, perform any of its
        obligations hereunder (each an "Event of Default"):

        (a)     The nondefaulting party may, at its option (which option shall
                be deemed to have been exercised immediately upon the occurrence
                of an Act of Insolvency), declare an Event of Default to have
                occurred hereunder and, upon the exercise or deemed exercise of
                such option, the Repurchase Date for each Transaction hereunder
                shall, if it has not already occurred, be deemed immediately to
                occur (except that, in the event that the Purchase Date for any
                Transaction has not yet occurred as of the date of such exercise
                or deemed exercise, such Transaction shall be deemed immediately
                canceled). The nondefaulting party shall (except upon the
                occurrence of an Act of Insolvency) give notice to the
                defaulting party of the exercise of such option as promptly as
                practicable.

        (b)     In all Transactions in which the defaulting party is acting as
                Seller, if the nondefaulting party exercises or is deemed to
                have exercised the option referred to in subparagraph (a) of
                this Paragraph, (i) the defaulting party's obligations in such
                Transactions to repurchase all Purchased Securities, at the
                Repurchase Price therefor on the Repurchase Date determined in
                accordance with subparagraph (a)

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                of this Paragraph, shall thereupon become immediately due and
                payable, (ii) all Income paid after such exercise or deemed
                exercise shall be retained by the nondefaulting party and
                applied to the aggregate unpaid Repurchase Prices and any other
                amounts owing by the defaulting party hereunder, and (iii) the
                defaulting party shall immediately deliver to the nondefaulting
                party any Purchased Securities subject to such Transactions then
                in the defaulting party's possession or control.

        (c)     In all Transactions in which the defaulting party is acting as
                Buyer, upon tender by the nondefaulting party of payment of the
                aggregate Repurchase Prices for all such Transactions, all
                right, title and interest in and entitlement to all Purchased
                Securities subject to such Transactions shall be deemed
                transferred to the nondefaulting party, and the defaulting party
                shall deliver all such Purchased Securities to the nondefaulting
                party.

        (d)     If the nondefaulting party exercises or is deemed to have
                exercised the option referred to in subparagraph (a) of this
                Paragraph, the nondefaulting party, without prior notice to the
                defaulting party, may:

                (i)     as to Transactions in which the defaulting party is
                        acting as Seller, (A) immediately sell, in a recognized
                        market (or otherwise in a commercially reasonable
                        manner) at such price or prices as the nondefaulting
                        party may reasonably deem satisfactory, any or all
                        Purchased Securities subject to such Transactions and
                        apply the proceeds thereof to the aggregate unpaid
                        Repurchase Prices and any other amounts owing by the
                        defaulting party hereunder or (B) in its sole discretion
                        elect, in lieu of selling all or a portion of such
                        Purchased Securities, to give the defaulting party
                        credit for such Purchased Securities in an amount equal
                        to the price therefor on such date, obtained from a
                        generally recognized source or the most recent closing
                        bid quotation from such a source, against the aggregate
                        unpaid Repurchase Prices and any other amounts owing by
                        the defaulting party hereunder; and

                (ii)    as to Transactions in which the defaulting party is
                        acting as Buyer, (A) immediately purchase, in a
                        recognized market (or otherwise in a commercially
                        reasonable manner) at such price or prices as the
                        nondefaulting party may reasonably deem satisfactory,
                        securities ("Replacement Securities") of the same class
                        and amount as any Purchased Securities that are not
                        delivered by the defaulting party to the nondefaulting
                        party as required hereunder or (B) in its sole
                        discretion elect, in lieu of purchasing Replacement
                        Securities, to be deemed to have purchased Replacement
                        Securities at the price therefor on such date, obtained
                        from a generally recognized source or the most recent
                        closing offer quotation from such a source.

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        Unless otherwise provided in Annex I, the parties acknowledge and agree
        that (1) the Securities subject to any Transaction hereunder are
        instruments traded in a recognized market, (2) in the absence of a
        generally recognized source for prices or bid or offer quotations for
        any Security, the nondefaulting party may establish the source therefor
        in its sole discretion and (3) all prices, bids and offers shall be
        determined together with accrued Income (except to the extent contrary
        to market practice with respect to the relevant Securities).

        (e)     As to Transactions in which the defaulting party is acting as
                Buyer, the defaulting party shall be liable to the nondefaulting
                party for any excess of the price paid (or deemed paid) by the
                nondefaulting party for Replacement Securities over the
                Repurchase Price for the Purchased Securities replaced thereby
                and for any amounts payable by the defaulting party under
                Paragraph 5 hereof or otherwise hereunder.

        (f)     For purposes of this Paragraph 11, the Repurchase Price for each
                Transaction hereunder in respect of which the defaulting party
                is acting as Buyer shall not increase above the amount of such
                Repurchase Price for such Transaction determined as of the date
                of the exercise or deemed exercise by the nondefaulting party of
                the option referred to in subparagraph (a) of this Paragraph.

        (g)     The defaulting party shall be liable to the nondefaulting party
                for (i) the amount of all reasonable legal or other expenses
                incurred by the nondefaulting party in connection with or as a
                result of an Event of Default, (ii) damages in an amount equal
                to the cost (including all fees, expenses and commissions) of
                entering into replacement transactions and entering into or
                terminating hedge transactions in connection with or as a result
                of an Event of Default, and (iii) any other loss, damage, cost
                or expense directly arising or resulting from the occurrence of
                an Event of Default in respect of a Transaction.

        (h)     To the extent permitted by applicable law, the defaulting party
                shall be liable to the nondefaulting party for interest on any
                amounts owing by the defaulting party hereunder, from the date
                the defaulting party becomes liable for such amounts hereunder
                until such amounts are (i) paid in full by the defaulting party
                or (ii) satisfied in full by the exercise of the nondefaulting
                party's rights hereunder. Interest on any sum payable by the
                defaulting party to the nondefaulting party under this Paragraph
                11(h) shall be at a rate equal to the greater of the Pricing
                Rate for the relevant Transaction or the Prime Rate.

        (i)     The nondefaulting party shall have, in addition to its rights
                hereunder, any rights otherwise available to it under any other
                agreement or applicable law.

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12.     SINGLE AGREEMENT

        Buyer and Seller acknowledge that, and have entered hereinto and will
        enter into each Transaction hereunder in consideration of and in
        reliance upon the fact that, all Transactions hereunder constitute a
        single business and contractual relationship and have been made in
        consideration of each other. Accordingly, each of Buyer and Seller
        agrees (i) to perform all of its obligations in respect of each
        Transaction hereunder, and that a default in the performance of any such
        obligations shall constitute a default by it in respect of all
        Transactions hereunder, (ii) that each of them shall be entitled to set
        off claims and apply property held by them in respect of any Transaction
        against obligations owing to them in respect of any other Transactions
        hereunder and (iii) that payments, deliveries and other transfers made
        by either of them in respect of any Transaction shall be deemed to have
        been made in consideration of payments, deliveries and other transfers
        in respect of any other Transactions hereunder, and the obligations to
        make any such payments, deliveries and other transfers may be applied
        against each other and netted.

13.     NOTICES AND OTHER COMMUNICATIONS

        Any and all notices, statements, demands or other communications
        hereunder may be given by a party to the other by mail, facsimile,
        telegraph, messenger or otherwise to the address specified in Annex II
        hereto, or so sent to such party at any other place specified in a
        notice of change of address hereafter received by the other. All
        notices, demands and requests hereunder may be made orally, to be
        confirmed promptly in writing, or by other communication as specified in
        the preceding sentence.

14.     ENTIRE AGREEMENT; SEVERABILITY

        This Agreement shall supersede any existing agreements between the
        parties containing general terms and conditions for repurchase
        transactions. Each provision and agreement herein shall be treated as
        separate and independent from any other provision or agreement herein
        and shall be enforceable notwithstanding the unenforceability of any
        such other provision or agreement.

15.     NON-ASSIGNABILITY; TERMINATION

        (a)     The rights and obligations of the parties under this Agreement
                and under any Transaction shall not be assigned by either party
                without the prior written consent of the other party, and any
                such assignment without the prior written consent of the other
                party shall be null and void. Subject to the foregoing, this
                Agreement and any Transactions shall be binding upon and shall
                inure to the benefit of the parties and their respective
                successors and assigns. This Agreement may be terminated by
                either party upon giving written notice to the other, except
                that this Agreement shall, notwithstanding such notice, remain
                applicable to any Transactions then outstanding.

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        (b)     Subparagraph (a) of this Paragraph 15 shall not preclude a party
                from assigning, charging or otherwise dealing with all or any
                part of its interest in any sum payable to it under Paragraph 11
                hereof.

16.     GOVERNING LAW

        This Agreement shall be governed by the laws of the State of New York
        without giving effect to the conflict of law principles thereof.

17.     NO WAIVERS, ETC.

        No express or implied waiver of any Event of Default by either party
        shall constitute a waiver of any other Event of Default and no exercise
        of any remedy hereunder by any party shall constitute a waiver of its
        right to exercise any other remedy hereunder. No modification or waiver
        of any provision of this Agreement and no consent by any party to a
        departure herefrom shall be effective unless and until such shall be in
        writing and duly executed by both of the parties hereto. Without
        limitation on any of the foregoing, the failure to give a notice
        pursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver
        of any right to do so at a later date.

18.     USE OF EMPLOYEE PLAN ASSETS

        (a)     If assets of an employee benefit plan subject to any provision
                of the Employee Retirement Income Security Act of 1974 ("ERISA")
                are intended to be used by either party hereto (the "Plan
                Party") in a Transaction, the Plan Party shall so notify the
                other party prior to the Transaction. The Plan Party shall
                represent in writing to the other party that the Transaction
                does not constitute a prohibited transaction under ERISA or is
                otherwise exempt therefrom, and the other party may proceed in
                reliance thereon but shall not be required so to proceed.

        (b)     Subject to the last sentence of subparagraph (a) of this
                Paragraph, any such Transaction shall proceed only if Seller
                furnishes or has furnished to Buyer its most recent available
                audited statement of its financial condition and its most recent
                subsequent unaudited statement of its financial condition.

        (c)     By entering into a Transaction pursuant to this Paragraph,
                Seller shall be deemed (i) to represent to Buyer that since the
                date of Seller's latest such financial statements, there has
                been no material adverse change in Seller's financial condition
                which Seller has not disclosed to Buyer, and (ii) to agree to
                provide Buyer with future audited and unaudited statements of
                its financial condition as they are issued, so long as it is a
                Seller in any outstanding Transaction involving a Plan Party.

                                       12

<PAGE>

19.     INTENT

        (a)     The parties recognize that each Transaction is a "repurchase
                agreement" as that term is defined in Section 101 of Title 11 of
                the United States Code, as amended (except insofar as the type
                of Securities subject to such Transaction or the term of such
                Transaction would render such definition inapplicable), and a
                "securities contract" as that term is defined in Section 741 of
                Title 11 of the United States Code, as amended (except insofar
                as the type of assets subject to such Transaction would render
                such definition inapplicable).

        (b)     It is understood that either party's right to liquidate
                Securities delivered to it in connection with Transactions
                hereunder or to exercise any other remedies pursuant to
                Paragraph 11 hereof is a contractual right to liquidate such
                Transaction as described in Sections 555 and 559 of Title 11 of
                the United States Code, as amended.

        (c)     The parties agree and acknowledge that if a party hereto is an
                "insured depository institution," as such term is defined in the
                Federal Deposit Insurance Act, as amended ("FDIA"), then each
                Transaction hereunder is a "qualified financial contract," as
                that term is defined in FDIA and any rules, orders or policy
                statements thereunder (except insofar as the type of assets
                subject to such Transaction would render such definition
                inapplicable).

        (d)     It is understood that this Agreement constitutes a "netting
                contract" as defined in and subject to Title IV of the Federal
                Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
                and each payment entitlement and payment obligation under any
                Transaction hereunder shall constitute a "covered contractual
                payment entitlement" or "covered contractual payment
                obligation", respectively, as defined in and subject to FDICIA
                (except insofar as one or both of the parties is not a
                "financial institution" as that term is defined in FDICIA).

20.     DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

        The parties acknowledge that they have been advised that:

        (a)     in the case of Transactions in which one of the parties is a
                broker or dealer registered with the Securities and Exchange
                Commission ("SEC") under Section 15 of the Securities Exchange
                Act of 1934 ("1934 Act"), the Securities Investor Protection
                Corporation has taken the position that the provisions of the
                Securities Investor Protection Act of 1970 ("SIPA") do not
                protect the other party with respect to any Transaction
                hereunder;

        (b)     in the case of Transactions in which one of the parties is a
                government securities broker or a government securities dealer
                registered with the SEC under Section 15C of the 1934 Act, SIPA
                will not provide protection to the other party with respect to
                any Transaction hereunder; and

                                       13

<PAGE>

        (c)     in the case of Transactions in which one of the parties is a
                financial institution, funds held by the financial institution
                pursuant to a Transaction hereunder are not a deposit and
                therefore are not insured by the Federal Deposit Insurance
                Corporation or the National Credit Union Share Insurance Fund,
                as applicable.

                                       14

<PAGE>

                                        BUYER:

                                        GREENWICH CAPITAL FINANCIAL
                                        PRODUCTS, INC

                                        By:    /s/ Steven K. Palmer
                                              ----------------------
                                        Name:  Steven K. Palmer
                                        Title: Senior Vice President

                                        SELLER:

                                        DSHI GREEN, INC.,
                                        a Delaware corporation

                                        By:
                                              ----------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

<PAGE>

                                        BUYER:

                                        GREENWICH CAPITAL FINANCIAL
                                        PRODUCTS, INC.

                                        By:
                                              ----------------------------------
                                        Name:  Steven K. Palmer
                                        Title: Senior Vice President

                                        SELLER:

                                        DSHI GREEN, INC.,
                                        a Delaware corporation

                                        By:    /s/ Mark T. Briggs
                                              ----------------------
                                        Name:  MARK T. BRIGGS
                                        Title: VICE PRESIDENT

<PAGE>

                                   ANNEX I TO
                           MASTER REPURCHASE AGREEMENT

                        Supplemental Terms and Conditions

        This Annex I forms a part of the Master Repurchase Agreement dated as of
February 28, 2003, between DSHI GREEN, INC., a Delaware corporation, as seller,
and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as buyer (as amended, modified
and in effect from time to time, including each Annex thereto, the (or this)
"Agreement"). Capitalized terms used in this Annex I without definition shall
have the respective meanings assigned to such terms in the Agreement. This Annex
I is intended to supplement the Agreement and shall, wherever possible, be
interpreted so as to be consistent with the Agreement; however, in the event of
any conflict or inconsistency between the provisions of this Annex I, on the one
hand, and the provisions of the Agreement, on the other, the provisions of this
Annex I shall govern and control. All references in the Agreement to "the
Agreement" shall be deemed to mean and refer to the Agreement, as supplemented
and modified by this Annex I or as otherwise modified after the date hereof.

1.      OTHER APPLICABLE ANNEXES

        In addition to this Annex I, the following Annexes and any Schedules
thereto shall form a part of the Agreement and shall be applicable thereunder:

        Annex II -Names and Addresses for Communications Between Parties.

2.      ADDITIONAL AND SUBSTITUTE DEFINITIONS

        (a)     In addition to the terms defined in the Agreement, the following
terms shall have the respective meanings set forth below:

                "Accepted Servicing Practices" shall mean with respect to any
        Purchased Loan, those mortgage or mezzanine loan servicing practices of
        prudent lending institutions which service loans of the same type as
        such Purchased Loan in the jurisdiction where the related underlying
        real estate directly or indirectly securing such Purchased Loan is
        located, and in any event shall require the servicer of such Purchased
        Loan to service such Purchased Loan (a) in accordance with (i)
        applicable laws, (ii) the terms and provisions of the Purchased Loan and
        the Transaction Documents, and (iii) the customary and usual standards
        of practice of prudent institutional commercial mortgage loan servicers,
        and (b) to the extent consistent with the foregoing requirements, in the
        same manner in which such servicer services commercial mezzanine loans,
        participation interests or preferred equities, as applicable, for other
        third party portfolios of mezzanine loans, participation interests or
        preferred equities, as applicable, similar to the Purchased Loans, but
        without regard to any relationship which such servicer or any Affiliate
        of such servicer may have with the related Purchased Loan Borrower or
        Underlying Borrower or any Affiliate of such Purchased Loan Borrower or
        Underlying Borrower or to such servicer's or its Affiliates right to
        receive compensation for its services or its interest, or that of its
        Affiliates, in the Purchased Loans (including, in the case where the
        Purchased Loan is serviced by Seller or its Affiliates, the right, title
        and interest of Seller in the Purchased Loans or under the Transactions
        Documents).

<PAGE>

                "Accelerated Repurchase Date" shall have the meaning specified
        in Section 15 of this Annex I.

                "Additional Collateral" shall have the meaning specified in
        Section 4(a) of this Annex I.

                "Adjusted Par Value" shall mean, with respect to any Purchased
        Loans, an amount determined as (a) the Purchase Price divided by the
        Original Purchase Percentage for such Purchased Loans, minus (b) the
        Principal Payments made with respect to such Purchased Loans after the
        Purchase Date.

                "Adverse Market Change" shall have the meaning specified in
        Section 3(b) of this Annex I.

                "Affiliate" shall mean, when used with respect to any specified
        Person, any other Person directly or indirectly controlling, controlled
        by, or under common control with, such Person. Control shall mean the
        possession, direct or indirect, of the power to direct or cause the
        direction of the management and policies of a Person, whether through
        the ownership of voting securities, by contract or otherwise and
        "controlling" and "controlled" shall have meanings correlative thereto.

                "Agreement" shall have the meaning specified in the introductory
        paragraph of this Annex I.

                "Alternative Rate" shall mean, for any Pricing Rate Period or
        portion thereof with respect to any Transaction, an annual rate equal to
        the sum of (i) the Federal Funds Effective Rate (as defined below) as of
        the first day of such Pricing Rate Period plus (ii) 200 basis points,
        plus (iii) the relevant Applicable Spread for such Transaction. For
        purposes of the foregoing, the "Federal Funds Effective Rate" means, for
        any day, an interest rate per annum equal to the weighted average of the
        rates on overnight Federal funds transactions with members of the
        Federal Reserve System arranged by Federal funds brokers on such day, as
        published for such day (or, if such day is not a Business Day, for the
        immediately preceding Business Day) by the Federal Reserve Bank of New
        York, or, if such rate is not so published for any day which is a
        Business Day, the average of the quotations at approximately 11:00 a.m.
        (New York time) on such day on such transactions received by the Buyer
        from three Federal funds brokers of recognized standing selected by the
        Buyer in its sole discretion.

                "Alternative Rate Transaction" shall mean, with respect to any
        Pricing Rate Period, any Transaction with respect to which the Pricing
        Rate for such Pricing Rate Period is determined with reference to the
        Alternative Rate.

                "Applicable Spread" shall mean, with respect to a Transaction
        involving Purchased Loans in any Collateral Type Grouping, (i) so long
        as no Event of Default shall have occurred and be continuing, the
        incremental per annum rate (expressed as a number of "basis points",
        each basis point being equivalent to 1/100 of 1%) specified in Schedule
        I-A attached to this Annex I as being the "Applicable Spread" for
        Purchased Loans in such Collateral Type Grouping, provided that after
        the occurrence and during

                                        2

<PAGE>

        the continuance of an Event of Default, the Applicable Spread shall be
        the sum of (A) the applicable incremental per annum rate described in
        clause (i) of this definition plus (B) an additional 500 basis points
        (5.0%).

                "Assignment of Mortgage" shall mean, with respect to any
        Mortgage, an assignment of the Mortgage, notice of transfer or
        equivalent instrument in recordable form, sufficient under the laws of
        the jurisdiction wherein the related property is located to reflect the
        assignment and pledge of the Mortgage.

                "Breakage Costs" shall mean, with respect to any Purchased Loan,
        any amount necessary to compensate Buyer and any Funding Party (as
        defined below) for any losses or costs (including, without limitation,
        the costs of breaking any "LIBOR" contract, if applicable, or funding
        losses determined on the basis of Buyer's or such Funding Party's
        reinvestment rate and the Pricing Rate) if the Purchased Loan, or any
        portion thereof, is repurchased for any reason whatsoever on any date
        other than a Remittance Date. For purposes of the foregoing definition,
        a "Funding Party" means any bank or other entity, if any, which is
        indirectly or directly funding Buyer with respect to the Transactions or
        the Purchased Loans under the Agreement, in whole or in part, including,
        without limitation, any direct or indirect assignee of, or participant
        in, the Transactions or the Purchased Loans.

                "Business Day" shall mean a day other than (i) a Saturday or
        Sunday, or (ii) a day in which the New York Stock Exchange or banks in
        the State of New York, Florida, or Illinois are authorized or obligated
        by law or executive order to be closed.

                "Buyer" shall mean Greenwich Capital Financial Products, Inc.,
        or any successor.

                "Capital Stock" of any Person means any and all shares,
        interests, participations or other equivalents (however designated) of
        capital stock of a corporation, and all equivalent equity ownership
        interests in a Person which is not a corporation and any and all
        warrants or options to purchase any of the foregoing.

                "Capitalized Lease Obligations" of any Person means the
        obligations of such Person to pay rent or other amounts under any lease
        of (or other arrangement conveying the right to use) real or personal
        property, or a combination thereof, which obligations either (i) are
        required to be classified and accounted for as capital leases on a
        balance sheet of such Person under GAAP, and the amount of such
        obligations shall be the capitalized amount thereof determined in
        accordance with GAAP, or (ii) constitute liabilities under any tax
        retention operating lease or so-called "synthetic" lease transaction, or
        any obligations arising with respect to any other similar transaction
        which is the functional equivalent of or takes the place of borrowing
        but which does not constitute a liability on the consolidated balance
        sheets of such Person and its Subsidiaries.

                "Cash Management Account" shall mean a segregated interest
        bearing account, in the name of Buyer, established at the Depository.

                                        3

<PAGE>

                "CF Sweep Event" shall mean, with respect to any Purchased Loan
        as of any date, a determination by Buyer that (i) the aggregate
        Repurchase Price of such Purchased Loan as of such date exceeds (ii) the
        product obtained by multiplying the aggregate Market Value of such
        Purchased Loan as of such date by the "CF Sweep Percentage" for such
        Purchased Loan, as set forth in Schedule I-A attached to this Annex I.

                "Change of Control" shall mean any of the following events have
        occurred:

                        (i)     Sponsor ceases to manage and control the affairs
                of Seller and own, directly or indirectly, 100% of the issued
                share capital, warrants and rights to acquire limited liability
                company interests of the Seller; or

                        (ii)    Any "person" or "group" (as such terms are used
                in Sections 13(d) and 14(d) of the Securities Exchange Act of
                1934, but excluding any employee benefit plan of such person or
                its subsidiaries, and any person or entity acting in its
                capacity as trustee, agent or other fiduciary or administrator
                of any such plan), other than one or more members of the
                Immediate Family of the late Leonard Miller (and/or trusts or
                other entities for his and/or their exclusive benefit), becomes
                the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
                under the Securities Exchange Act of 1934, except that a person
                or group shall be deemed to have "beneficial ownership" of all
                securities that such person or group has the right to acquire
                (such right, an "option right"), whether such right is
                exercisable immediately or only after the passage of time),
                directly or indirectly, of 50 percent or more of the equity
                securities of Sponsor entitled to vote for members of the board
                of directors or equivalent governing body of Sponsor on a
                fully-diluted basis (and taking into account all such securities
                that such person or group has the right to acquire pursuant to
                any option right); or

                        (iii)   during any period of 24 consecutive months, a
                majority of the members of the board of directors or other
                equivalent governing body of Sponsor cease to be composed of
                individuals (i) who were members of that board or equivalent
                governing body on the first day of such period, (ii) whose
                election or nomination to that board or equivalent governing
                body was approved by individuals referred to in clause (i) above
                constituting at the time of such election or nomination at least
                a majority of that board or equivalent governing body or (iii)
                whose election or nomination to that board or other equivalent
                governing body was approved by individuals referred to in
                clauses (i) and (ii) above constituting at the time of such
                election or nomination at least a majority of that board or
                equivalent governing body (excluding, in the case of both clause
                (ii) and clause (iii), any individual whose initial nomination
                for, or assumption of office as, a member of that board or
                equivalent governing body occurs as a result of an actual or
                threatened solicitation of proxies or consents for the election
                or removal of one or more directors by any person or group other
                than a solicitation for the election of one or more directors by
                or on behalf of the board of directors); or

                                        4

<PAGE>

                        (iv)    any two of Jeff Kransoff, Steve Saiontz and
                Stuart Miller cease for any reason to be associated with
                Sponsor, such that they are neither senior executives of Sponsor
                nor members of the Board of Directors of Sponsor.

                "Collateral Bankruptcy Event" means, with respect to each
        Purchased Loan, the occurrence of any of the following: (i) an
        involuntary proceeding shall be commenced or an involuntary petition
        shall be filed seeking (a) liquidation, reorganization or other relief
        in respect of the Mortgagor or the borrower under the Purchased Loan or
        its debts, or of a substantial part of its assets, under any Federal,
        state or foreign bankruptcy, insolvency, receivership or similar law now
        or hereafter in effect or (b) the appointment of a receiver, trustee,
        custodian, sequestrator, conservator or similar official for the
        Mortgagor or the borrower under the Purchased Loan or for a substantial
        part of its assets, and, in any such case, such proceeding or petition
        shall continue undismissed for sixty (60) days or an order or decree
        approving or ordering any of the foregoing shall be entered, (ii) the
        Mortgagor or borrower under the Purchased Loan shall (a) voluntarily
        commence any proceeding or file any petition seeking liquidation,
        reorganization or other relief under any Federal, state or foreign
        bankruptcy, insolvency, receivership or similar law now or hereafter in
        effect, (b) consent to the institution of, or fail to contest in a
        timely and appropriate manner, any proceeding or petition described in
        this clause, (c) apply for or consent to the appointment of a receiver,
        trustee, custodian, sequestrator, conservator or similar official for
        the Mortgagor or borrower under the Purchased Loan or for a substantial
        part of its assets, (d) file an answer admitting the material
        allegations of a petition filed against it in any such proceeding, (e)
        make a general assignment for the benefit of creditors or (f) take any
        action for the purpose of effecting any of the foregoing, or (iii) the
        Mortgagor or the borrower under the Purchased Loan shall admit in
        writing or fail generally to pay its debts as they become due.

                "Collateral Information" shall mean, with respect to each
        Purchased Loan, the information set forth in Exhibit VII attached
        hereto.

                "Collateral Type Grouping" shall mean, with respect to the
        Eligible Loans, any of the alphabetical groupings of Eligible Loans
        listed in Schedule I-A attached to this Annex I.

                "Collection Period" shall mean with respect to the Remittance
        Date in any month, the period beginning on but excluding the Cut-off
        Date in the month preceding the month in which such Remittance Date
        occurs and continuing to and including the Cut-off Date immediately
        preceding such Remittance Date.

                "Commitment Expiration Date" shall mean the Initial Commitment
        Expiration Date or the Extended Commitment Expiration Date (if the
        Commitment Expiration Date is extended as provided in Section 3(m) of
        this Annex I), as applicable.

                "Consolidated Tangible Net Worth" means, as of any date of
        determination, the consolidated stockholders' equity of Sponsor as shown
        on is balance sheet as of that date less the stockholders' equity of the
        Sponsor Mortgage Subsidiary and less the aggregate amount of goodwill
        and other assets subject to classification as "intangible assets."

                                        5

<PAGE>

                "Consolidated Total Indebtedness" means as of any date of
        determination, all Indebtedness of Sponsor and its Subsidiaries
        outstanding at such date, determined on a consolidated basis in
        accordance with GAAP, after eliminating intercompany items; provided,
        however, that for purposes of defining "Consolidated Total Indebtedness"
        the term "Indebtedness" shall not include short term obligations
        consisting of accounts payable within 60 days, Indebtedness of the
        Sponsor Mortgage Subsidiary for which none of Sponsor or other
        Subsidiaries have any personal liability, or the portion of nonrecourse
        Indebtedness of Subsidiaries of Sponsor that is allocable to the owners
        of minority interests in such Subsidiaries, based on such owners'
        percentage interests in such Subsidiaries, provided that such owners are
        not Affiliates of Sponsor.

                "Credit Agreement" shall mean that certain Third Amended and
        Restated Revolving Credit Agreement dated as of November 27, 2002, among
        Sponsor and certain of its Subsidiaries, the lenders named therein, and
        Bank of America, N.A., as Administrative Agent, Guaranty Bank, as
        Syndication Agent, and Fleet National Bank and U.S. Bank, National
        Association, as Co-Documentation Agents, with Banc of America Securities
        LLC, as sole Lead Arranger and Sole Book Manager.

                "Credit Loss" shall mean with respect to any Purchased Loan, (1)
        any reduction in the underwritten debt service coverage ratio as
        determined by Buyer (giving effect to any reserves) for the real
        property securing directly or indirectly such Purchased Loan (including
        for purposes of this calculation, such loan and any loan junior to or
        pari passu with such loan and secured, directly or indirectly, by the
        related property) to below the lesser of (x) 1.05x or (y) if the
        underwritten debt service coverage for such real property as determined
        by Buyer was less than l.05x on the Purchase Date for such Purchased
        Loan, such lesser underwritten debt service coverage ratio which is set
        forth in the Confirmation for such Purchased Loan, (2) any monetary
        default or other material default by the borrower under the Purchased
        Loan which is not cured within the applicable grace period, if any,
        provided for such cure under the applicable loan documents for the
        Purchased Loan, or (3) any loss in value of such Purchased Loan as
        determined by Buyer in the exercise of its good faith business judgment.

                "Custodial Agreement" shall mean the Custodial Agreement, dated
        on or about the date hereof, by and among the Custodian, Seller and
        Buyer, as amended, modified and in effect from time to time.

                "Custodial Delivery" shall mean the form executed by Seller in
        order to deliver the Purchased Loan Schedule and the Purchased Loan File
        to Buyer or its designee (including the Custodian) pursuant to Section 7
        of the Agreement, a form of which is attached hereto as Exhibit IV.

                "Custodian" shall mean Wachovia Bank, National Association, or
        any successor Custodian appointed by Buyer with the prior written
        consent of Seller (which consent shall not be unreasonably withheld or
        delayed).

                "Cut-off Date" shall mean the second Business Day preceding each
        Remittance Date.

                                        6

<PAGE>

                "Debt" means, with respect to any Person at any date, without
        duplication, (i) all obligations of such Person for borrowed money, (ii)
        all obligations of such Person evidenced by bonds, debentures, notes or
        other similar instruments, (iii) all obligations of such Person to pay
        the deferred purchase price of property or services, except trade
        accounts payable arising in the ordinary course of business, (iv) all
        Capitalized Lease Obligations of such Person, (v) all obligations of
        such Person to purchase securities, loan or other property which arise
        out of or in connection with the sale of the same or substantially
        similar securities, loans or property, including without limitation the
        obligations of Seller under the Agreement and under any and all other
        repurchase agreements, (vi) all obligations of such Person to reimburse
        any bank or other person in respect of amounts paid under a letter of
        credit or similar instrument, (vii) all Debt of others secured by a lien
        on any asset of such Person to the extent of the fair market value of
        such asset, whether or not such Debt is assumed by such Person, and
        (viii) all Debt of others guaranteed by such Person to the extent such
        Debt represents a liability of such Person.

                "Default" shall mean any event which, with the giving of notice,
        the passage of time, or both, would constitute an Event of Default.

                "Deficit Cure Amount" shall mean, with respect to the Purchased
        Loans in any Collateral Type Grouping as of any date, the amount
        (expressed in dollars) obtained by dividing (i) the Repurchase Price of
        such Purchased Loans as of such date by (ii) the "Original Purchase
        Percentage" for such Collateral Type Grouping, as set forth in Schedule
        I-A attached to this Annex I.

                "Depository" shall mean Wachovia Bank, National Association, or
        any successor Depository appointed by Buyer and (provided no Event of
        Default exists) reasonably satisfactory to Seller.

                "Depository Agreement" shall have the meaning set forth in
        Section 3(b) of this Annex I.

                "Diligence Materials" shall mean the Preliminary Due Diligence
        Package together with the Supplemental Due Diligence List.

                "Draft Appraisal" shall mean a short form appraisal, "letter
        opinion of value," or any other form of draft appraisal acceptable to
        Buyer.

                "Draw Fee" shall have the meaning specified in Section 3(f) of
        this Annex I.

                "Early Repurchase Date" shall have the meaning specified in
        Section 3(d) of this Annex I.

                "Eligible Account" shall mean a segregated custodial account
        which is either: (i) an account maintained with Depository, or (ii) an
        account maintained with a depository institution or trust company which
        has been approved by Buyer and Seller in writing.

                                        7

<PAGE>

                "Eligible Loans" shall mean any of the following types of loans,
        which loans are acceptable to Buyer in the exercise of its good faith
        business judgment and are secured directly or indirectly by a property
        that is a multifamily, retail, office, warehouse, healthcare or
        hospitality property (or any other property type acceptable to Buyer)
        and is located in the United States of America, its territories or
        possessions, and which would not, if the same became Purchased Loans,
        cause any non-compliance or non-conformity with the Facility Limits:

                        (i)     performing Whole Loans which satisfy the
                following criteria:

                                (a)     the ratio of loan to value determine by
                        Buyer for the real property securing directly such loan
                        (including for purposes of this calculation, such loan
                        and any loan senior to, junior to or pari passu with
                        such loan and secured, directly or indirectly, by the
                        related property) does not exceed 85%; and

                                (b)     the underwritten debt service coverage
                        ratio as determined by Buyer (giving effect to any
                        reserves) for the real property securing directly such
                        loan (including for purposes of this calculation, such
                        loan and any loan senior to, junior to or pari passu
                        with such loan and secured directly or indirectly, by
                        the related property) is not less than 1.20x.

                        (ii)    Junior Participation Interests in performing
                commercial mortgage leans secured by first liens in multifamily
                and commercial real property which satisfy the following
                criteria:

                                (a)     the ratio of total loan to value
                        determined by Buyer for the real property securing
                        indirectly such loan (including for purposes of this
                        calculation, such loan and any loan senior to, junior to
                        or pari passu with such loan and secured, directly or
                        indirectly, by the related property) does not exceed 80%
                        (or 85% if the purchase of such Junior Participation
                        Interest is part of a Greenwich Transaction); and

                                (b)     the underwritten debt service coverage
                        ratio as determined by Buyer (giving effect to any
                        reserves) for the real property securing indirectly such
                        loan (including for purposes of this calculation, such
                        loan and any loan senior to, junior to or pari passu
                        with such loan and secured, directly or indirectly, by
                        the related property) is not less than 1.15x.

                        (iii)   performing Mezzanine Loans which satisfy the
                following criteria:

                                (a)     the ratio of total loan to value
                        determined by Buyer for the real property securing
                        indirectly such loan (including for purposes of this
                        calculation, such loan and any loan senior to, junior to
                        or pari passu with such loan and secured, directly or
                        indirectly, by the related property) does not exceed
                        85%; and

                                        8

<PAGE>

                                (b)     the underwritten debt service coverage
                        ratio at origination as determined by Buyer (giving
                        effect to any reserves) for the real property securing
                        indirectly such loan (including for purposes of this
                        calculation, such loan and any loan senior to, junior to
                        or pari passu with such loan and secured, directly or
                        indirectly, by the related property) is not less than
                        1.10x; and

                        (iv)    any other Whole Loan, Junior Participation
                Interest or Mezzanine Loan, or other financial transaction,
                which does not conform to the criteria set forth in clauses
                (i)-(iii) above, or other financial transaction, and Buyer
                elects in its sole discretion to purchase, in which case the
                criteria for the ratio of total loan to value and the
                underwritten debt service coverage ratio, and any modifications
                to the Facility Limits with respect to such loan or other
                transaction, shall be set forth in the related Confirmation for
                the Transaction under which such loan is purchased by Buyer.

                        Non-performing loans and loans secured by undeveloped
        land shall not be Eligible Loans.

                "Environmental Law" means any environmental law, ordinance,
        rule, regulation or order of a federal, state or local governmental
        authority, including, without limitation, the Comprehensive
        Environmental Response, Compensation and Liability Act of 1980, as
        amended (42 U.S.C. Sections 9601 et seq.), the Hazardous Material
        Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the
        Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections
        6901 et seq.), the Federal Water Pollution Control Act, as amended (33
        U.S.C. Sections 1251 et seq.), the Clean Air Act (42 U.S.C. Sections
        7401 et seq.) and the regulations promulgated pursuant thereto.

                "ERISA" means the Employee Retirement Income Security Act of
        1974, as amended from time to time, and the regulations promulgated
        thereunder. Section references to ERISA are to ERISA, as in effect at
        the date of the Agreement and, as of the relevant date, any subsequent
        provisions of ERISA, amendatory thereof, supplemental thereto or
        substituted therefor.

                "ERISA Affiliate" means any corporation or trade or business
        that is a member of any group of organizations (i) described in Sections
        414(b) or (c) of the Code of which Seller is a member and (ii) solely
        for purposes of potential liability under Section 302(c)(11) of ERISA
        and Section 412(c)(11) of the Code and the lien created under Section
        302(f) of ERISA and Section 412(n) of the Code, described in Section
        414(m) or (o) of the Code of which Seller is a member.

                "Expanded Facility Amount" shall have the meaning specified in
        the definition of Facility Amount below.

                "Expanded Facility Modification" shall have the meaning
        specified in the definition of Facility Amount below.

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<PAGE>

                "Extended Commitment Expiration Date" shall have the meaning
        specified in Section 3(1).

                "Extension Conditions" shall have the meaning specified in
        Section 3(f) of this Annex I.

                "Extension Period" shall have the meaning specified in Section
        3(f) of this Annex I.

                "Facility Amount" shall mean $100,000,000, subject to increase
        as set forth in the next sentence. The parties may increase the Facility
        Amount to up to $200,000,000 (the "Expanded Facility Amount") but only
        in the event each of Buyer and Seller enters into a written agreement
        modifying the Agreement in order to increase the Facility Amount (the
        "Expanded Facility Modification"), it being acknowledged and understood
        that each of Buyer and Seller may elect whether or not it will enter
        into such an amendment in its sole and absolute discretion. As of the
        Initial Commitment Commencement Date, an increase in the Facility Amount
        above $100,000,000 has not been approved by either Buyer or Seller.

                "Facility Limits" shall mean the "Facility Limits" set forth in
        Part II of Schedule I-A attached to this Annex I.

                "Filings" shall have the meaning specified in Section 6 of this
        Annex I.

                "Fitch" means Fitch, Inc.

                "GAAP" shall mean United States generally accepted accounting
        principles consistently applied as in effect from time to time.

                "Governmental Authority" shall mean any national or federal
        government, any state, regional, local or other political subdivision
        thereof with jurisdiction and any Person with jurisdiction exercising
        executive, legislative, judicial, regulatory or administrative functions
        of or pertaining to government.

                "Greenwich Transaction" shall mean any Transaction designated as
        a "Greenwich Transaction" in the related Confirmation, consisting of a
        Purchased Loan which was either initially acquired by Seller from
        Greenwich or an Affiliate of Greenwich or which is originated by Seller
        simultaneously with the origination by Greenwich or its Affiliate of the
        related Underlying Loan as part of a single combined loan closing for
        the simultaneous origination of such Purchased Loan and Underlying Loan.

                "Guarantee Obligation" means as to any Person (the "guaranteeing
        person"), any obligation (determined without duplication) of the
        guaranteeing person (or any other Person [including any bank under any
        letter of credit] if the guaranteeing person has issued a reimbursement,
        counter indemnity or similar obligation in favor of such other Person)
        guaranteeing or in effect guaranteeing any Indebtedness, leases,
        dividends or other obligations (the "primary obligations") of any other
        third Person (the "primary obligor") in any manner, whether directly or
        indirectly, including any obligation of the

                                       10

<PAGE>

        guaranteeing person, whether or not contingent, (i) to purchase any such
        primary obligation or any property constituting direct or indirect
        security therefor, (ii) to advance or supply funds, (1) for the purchase
        or payment of any such primary obligations, or (2) to maintain working
        capital or equity capital of the primary obligor or otherwise to
        maintain the net worth or solvency of the primary obligor, (iii) to
        purchase property, securities or services primarily for the purpose of
        assuring the owner of any such primary obligation of the ability of the
        primary obligor to make payment of such primary obligation, or (iv)
        otherwise to assure or hold harmless the owner of any such primary
        obligation against loss in respect thereof; provided, however, that the
        term Guarantee Obligation shall not include endorsements of instruments
        for deposit or collection in the ordinary course of business. The amount
        of any Guarantee Obligation of any guaranteeing person shall be deemed
        to be the maximum stated amount of the primary obligation relating to
        such Guarantee Obligation (or, if less, the maximum stated liability set
        forth in the instrument embodying such Guarantee Obligation), provided,
        however, that in the absence of any such stated amount or stated
        liability, the amount of such Guarantee Obligation shall be such
        guaranteeing person's maximum reasonably anticipated liability in
        respect thereof as reasonably determined by Sponsor in good faith,
        subject to Buyer's reasonable approval.

                "Guaranty" shall mean the Guaranty, dated as of the date hereof,
        from the Sponsor to the Buyer, of full and timely payment of all amounts
        due and performance of all obligations owed by Seller under the
        Agreement to the Buyer.

                "Hedging Transactions" shall mean, with respect to any or all of
        the Purchased Loans, any short sale of U.S. Treasury Securities or
        mortgage-related securities, futures contract (including Eurodollar
        futures) or options contract or any interest rate swap, cap or collar
        agreement or similar arrangements providing for protection against
        fluctuations in interest rates or the exchange of nominal interest
        obligations, either generally or under specific contingencies, entered
        into by Seller, with Buyer or its Affiliates as counterparties or one or
        more other counterparties acceptable to the Buyer.

                "Indebtedness" of any Person at any date means, without
        duplication, (a) all indebtedness of such Person for borrowed money, (b)
        all obligations of such Person for the deferred purchase price of
        property or services (other than trade liabilities and other accounts
        payable and accrued expenses incurred in the ordinary course of business
        and payable in accordance with customary practices, which are not 60
        days or more past due), to the extent such obligations constitute
        indebtedness for the purposes of GAAP, (c) any other indebtedness of
        such Person which is evidenced by a note, bond, debenture or similar
        instrument, (d) all obligations of such Person under financing leases
        and capital leases, (e) all obligations of such Person in respect of
        acceptances issued or created for the account of such Person, (f) all
        Guarantee Obligations of such Person (excluding in any calculation of
        consolidated indebtedness of Sponsor, Guarantee Obligations of Sponsor
        in respect of primary obligations of any Subsidiary), (g) all
        reimbursement obligations of such Person for letters of credit and other
        similar contingent liabilities, (h) all liabilities secured by any Lien
        (other than Liens for taxes not yet due and payable) on any property
        owned by such Person even though such Person has not assumed or
        otherwise become liable for the payment thereof, (i) any repurchase
        obligation or liability

                                       11

<PAGE>

        of such Person or any of its Subsidiaries with respect to accounts or
        notes receivable sold by such Person or any of its Subsidiaries, (j)
        Senior Preferred Stock, (k) such Person's pro rata share of recourse
        debt of Special Investment Affiliates and any recourse loans where such
        Person is liable as a general partner or otherwise, and (l) all
        obligations to make advances and contributions to Investment Affiliates.

                "Indemnified Amounts" and "Indemnified Parties" shall have the
        meaning specified in Section 20 of this Annex I.

                "Initial Commitment Expiration Date" shall mean February 27,
        2004.

                "Initial Commitment Commencement Date" shall mean February 28,
        2003.

                "Initial Scheduled Repurchase Date" shall mean February 27,
        2006.

                "Investment Affiliate" means any Person in which Sponsor,
        directly or indirectly, has an ownership interest, whose financial
        results are not consolidated under GAAP with the financial results of
        Sponsor on the consolidated financial statements of Sponsor.

                "Junior Participation Interest" shall mean a junior
        participation interest or a junior co-lender interest (such as a "B"
        noteholder's interest in an "A/B" loan structure in a commercial
        mortgage loan secured by a first lien in multifamily or commercial real
        property.

                "LIBOR" shall mean the rate per annum (rounded upwards, if
        necessary, to the next 1/100th of 1%) calculated on each Pricing Rate
        Determination Date for the next Pricing Rate Period as equal to the rate
        for U.S. dollar deposits for a one month period which appears on
        Telerate Page 3750 as of 11:00 a.m., London time, on such Pricing Rate
        Determination Date; provided, however, that if such rate does not appear
        on Telerate Page 3750, "LIBOR" determined on each Pricing Rate
        Determination Date for the next Pricing Rate Period shall mean a rate
        per annum equal to the rate at which U.S. dollar deposits are offered in
        immediately available funds in the London Interbank Market to the London
        office of National Westminster Bank, Plc (or its successors) by leading
        banks in the Eurodollar market at 11:00 a.m., London time, on the
        Pricing Rate Determination Date. "Telerate Page 3750" means the display
        designated as "Page 3750" on the Associated Press-Dow Jones Telerate
        Service (or such other page as may replace Page 3750 on the Associated
        Press-Dow Jones Telerate Service or such other service as may be
        nominated by the British Bankers' Association as the information vendor
        for the purpose of displaying British Bankers' Association interest
        settlement rates for U.S. Dollar deposits). LIBOR determined on the
        basis of the rate displayed on Telerate Page 3750 in accordance with the
        provisions hereof shall be subject to corrections, if any, made in such
        rate and displayed by the Associated Press-Dow Jones Telerate Service
        within one (1) hour of the time when such rate is first displayed by
        such Service.

                "LIBO Rate" shall mean, with respect to any Pricing Rate Period
        pertaining to a Transaction, a rate per annum determined for such
        Pricing Rate Period (rounded upwards, if necessary, to the next 1/100th
        of 1%) equal to (a) the LIBO Rate for such Pricing Rate Period
        multiplied by (b) the Statutory Reserve Rate.

                                       12

<PAGE>

                "LIBOR Transaction" shall mean, with respect to any Pricing Rate
        Period, any Transaction with respect to which the Pricing Rate for such
        Pricing Rate Period is determined with reference to the LIBO Rate.

                "Material Control Issues" shall have the meaning specified in
        Section 22(a).

                "Maximum Leverage Ratio" shall mean the maximum ratio of the
        Consolidated Total Indebtedness of Sponsor to the Consolidated Tangible
        Net Worth of Sponsor permitted hereunder, which shall be equal to (I)
        2.75:1.00, except that (II) if the Credit Agreement is revised to
        provided for a maximum ratio of the Consolidated Total Indebtedness of
        Sponsor to the Consolidated Tangible Net Worth of Sponsor which is
        greater or less than the amount set forth in clause (I) above, the
        Maximum Leverage Ratio shall, subject to the proviso at the end of this
        sentence, be the maximum ratio of the Consolidated Total Indebtedness of
        Sponsor to the Consolidated Tangible Net Worth of Sponsor set forth in
        the Credit Agreement; provided, however, that in no event shall the
        Maximum Leverage Ratio under this Agreement decrease to less than
        2.0625:1.00, or increase to more than 3.4375:1.00. Revisions to the
        Credit Agreement shall not be effective for purposes of the foregoing
        definition unless the revisions are made pursuant to a binding written
        amendment to the Credit Agreement executed and delivered by all required
        parties, and Buyer has received a certified copy of such amendment from
        Sponsor. Seller agrees to cause Sponsor to promptly provide any such
        amendments to the Credit Agreement to Buyer after execution and delivery
        of the same by the parties thereto.

                "Mezzanine Loan" means a loan secured by pledges of the entire
        equity ownership interests in entities that own directly or indirectly
        multifamily or commercial properties.

                "Mezzanine Note" shall mean a note or other evidence of
        Mezzanine Loan indebtedness.

                "Minimum Net Worth Amount" shall mean the minimum Consolidated
        Tangible Net Worth of Sponsor permitted hereunder, which shall be equal
        to (I) the sum of (a) $898,400,000, plus (b) an amount equal to 75
        percent of the aggregate proceeds received by Sponsor in connection with
        any offering or issuance of Capital Stock of Sponsor after the November
        27, 2002, plus (c) 80 percent of the consolidated retained earnings of
        Sponsor accrued after the November 27, 2002 (which accrued consolidated
        retained earnings shall be computed on a cumulative basis without
        deduction for any losses), except that (II) if the Credit Agreement is
        revised to provided for a minimum Consolidated Tangible Net Worth for
        Sponsor which is greater or less than the amount set forth in clause (I)
        above, the Minimum Net Worth Amount shall, subject to the proviso at the
        end of this sentence, be the minimum Consolidated Tangible Net Worth for
        Sponsor set forth in the Credit Agreement; provided, however, that in no
        event shall the Minimum Net Worth Amount under this Agreement decrease
        to an amount which is less than 75% of the amount set forth in clause
        (I) above, or increase to an amount more than 125% of the amount set
        forth in clause (I) above. Revisions to the Credit Agreement shall not
        be effective for purposes of the foregoing definition unless the
        revisions are

                                       13

<PAGE>

        made pursuant to a binding written amendment to the Credit Agreement
        executed and delivered by all required parties, and Buyer has received a
        certified copy of such amendment from Sponsor. Seller agrees to cause
        Sponsor to promptly provide any such amendments to the Credit Agreement
        to Buyer after execution and delivery of the same by the parties
        thereto.

                "Moody's" shall mean Moody's Investor Service, Inc.

                "Mortgage" shall mean a mortgage, deed of trust, deed to secure
        debt or other instrument, creating a valid and enforceable first
        priority lien on or a first priority ownership interest in an estate in
        fee simple in real property and the improvements thereon, securing a
        mortgage note or similar evidence of indebtedness.

                "Mortgage Note" shall mean a note or other evidence of
        indebtedness of a Mortgagor secured by a Mortgage.

                "Mortgaged Property" shall mean the real property securing
        repayment of the debt evidenced by a Mortgage Note.

                "Mortgagor" shall mean the obligor on a Mortgage Note and the
        grantor of the related Mortgage.

                "Multiemployer Plan" shall mean a multiemployer plan defined as
        such in Section 3(37) of ERISA to which contributions have been, or were
        required to have been, made by Seller or any ERISA Affiliate and which
        is covered by Title IV of ERISA.

                "New Collateral" shall mean an Eligible Loan that Seller
        proposes to be included as Collateral.

                "Original Purchase Date" shall mean the date a Purchased Loan
        was purchased by Seller or its Affiliates from Buyer or its Affiliates.

                "Originated Collateral" shall mean any Collateral that is an
        Eligible Loan and whose Purchased Loan Documents were prepared by or on
        behalf of Seller.

                "Permitted Investments" means any one or more of the following
        obligations or securities having at the time of purchase, or at such
        other time as may be specified, the required ratings, if any, provided
        for in this definition:

                (a)     direct obligations of, or guaranteed as to timely
        payment of principal and interest by, the United States of America or
        any agency or instrumentality thereof provided that such obligations are
        backed by the full faith and credit of the United States of America in
        each case denominated in dollars and maturing within one (1) year from
        the date of acquisition thereof;

                (b)     direct obligations of, or guaranteed as to timely
        payment of principal and interest by, the Federal Home Loan Mortgage
        Corporation, the Federal Home Loan Bank, the Federal National Mortgage
        Association or the Federal Farm Credit System, provided

                                       14

<PAGE>

        that any such obligation, at the time of purchase or contractual
        commitment providing for the purchase thereof, is qualified by any
        Rating Agency as an investment of funds backing securities rated "AAA"
        (or such comparable rating);

                (c)     demand and time deposits in or certificates of deposit
        of, or bankers' acceptances issued or guaranteed by, or placed with, and
        money market deposit accounts issued or offered by, any domestic office
        of any bank or trust company, savings and loan association or savings
        bank organized under the laws of the United States of America or any
        States thereof and maturing within one hundred eighty (180) days from
        the date of acquisition thereof, provided that, such depository
        institution or trust company has a combined capital and surplus and
        undivided profits of not less than $500,000,000 and is rated at least
        "A-2" by Standard & Poor's Ratings Services and "P-2" by Moody's
        Investors Services, Inc. in the note or commercial paper rating
        category;

                (d)     general obligations of or obligations guaranteed by any
        State of the United States or any political subdivision thereof or the
        District of Columbia receiving the highest debt rating available for
        such securities by any Rating Agency;

                (e)     commercial or finance company paper (including both
        non-interest- bearing discount obligations and interest-bearing
        obligations payable on demand or on a specified date not more than one
        year after the date of issuance thereof) that is rated by any Rating
        Agency in its highest short-term unsecured debt rating category at the
        time of such investment or contractual commitment providing for such
        investment, and is issued by a corporation the outstanding senior
        long-term debt obligations of which are then rated by any such Rating
        Agency in its highest long-term unsecured debt rating category;

                (f)     fully collateralized repurchase obligations with a term
        of not more than thirty (30) days with respect to any security described
        in subsections (a) or (b) above entered into with a depository
        institution or trust company (acting as principal) described in
        subsection (c) above;

                (g)     such other obligations as are acceptable as Permitted
        Investments to Seller and Buyer, as indicated by their written approval
        thereof.

                "Person" shall mean an individual, corporation, limited
        liability company, business trust, partnership, joint tenant or
        tenant-in-common, trust, unincorporated organization, or other entity,
        or a federal, state or local government or any agency or political
        subdivision thereof.

                "Plan" means an employee benefit or other plan established or
        maintained by Seller or any ERISA Affiliate during the five year period
        ended prior to the date of the Agreement or to which Seller or any ERISA
        Affiliate makes, is obligated to make or has, within the five year
        period ended prior to the date of the Agreement, been required to make
        contributions and that is covered by Title IV of ERISA or Section 302 of
        ERISA or Section 412 of the Code, other than a Multiemployer Plan.

                "Portfolio Collateral" shall mean, collectively, all the
        Purchased Loans.

                                       15

<PAGE>

                "Portfolio Securities" shall mean, collectively, all Securities
        which are part of the Purchased Loan Documents.

                "Pre-Existing Collateral" shall mean any Collateral that is an
        Eligible Loan and is not Originated Collateral.

                "Preliminary Due Diligence Package" shall mean with respect to
        any New Collateral, a summary memorandum outlining the proposed
        transaction, including potential transaction benefits and all material
        underwriting risks, all Underwriting Issues and all other
        characteristics of the proposed transaction that a reasonable buyer
        would consider material, together with the following due diligence
        information relating to the New Collateral to be provided by Seller to
        Buyer pursuant to the Agreement:

                        With respect to each Eligible Loan:

                        (i)     the Collateral Information;

                        (ii)    current rent roll, if applicable;

                        (iii)   cash flow pro-forma, plus historical
                information, if available;

                        (iv)    description of the Mortgaged Property and the
                ownership structure of the borrower and the sponsor (including,
                without limitation, the board of directors, if applicable);

                        (v)     indicative debt service coverage ratios;

                        (vi)    indicative loan-to-value ratio;

                        (vii)   term sheet outlining the transaction generally;

                        (viii)  Seller's Affiliate relationship with the
                Mortgagor, if any; and

                        (ix)    with respect to any New Collateral that is
                Pre-Existing Collateral, a list that specifically and expressly
                identifies any Purchased Loan Documents that relate to such New
                Collateral but are not in Seller's possession; and

                        (x)     any exceptions to the representations and
                warranties set forth in Exhibit VI to the Agreement.

                "Pricing Rate Determination Date" shall mean (a) in the case of
        the first Pricing Rate Period with respect to any Transaction, the
        second (2nd) Business Day preceding the first day of such Pricing Rate
        Period and (b) with respect to any subsequent Pricing Rate Period, the
        second (2nd) Business Day preceding the first day of the Pricing Rate
        Period.

                "Pricing Rate Period" shall mean, (a) in the case of the first
        Pricing Rate Period with respect to any Transaction, the period
        commencing on and including the Purchase Date for such Transaction and
        ending on and including the following Remittance Date,

                                       16

<PAGE>

        and (b) in the case of any subsequent Pricing Rate Period, the period
        commencing on the calendar day following each Remittance Date and ending
        on and including the following Remittance Date; provided, however, that
        in no event shall any Pricing Rate Period end subsequent to the
        Repurchase Date.

                "Principal Payment" shall mean, with respect to any Purchased
        Loans, any payment or prepayment of principal or any proceeds of
        redemption received by the Depository in respect thereof.

                "Purchased Loan Borrower(s)" shall mean the Mortgagors, the
        borrower(s) and/or other obligor(s) for the repayment of the Purchased
        Loan(s) and payment and performance of the other obligations owed to the
        holder(s) of the Purchased Loan(s) under the applicable Purchased Loan
        Documents.

                "Purchased Loan Documents" shall mean, with respect to a
        Purchased Loan, the documents evidencing, securing and relating to such
        Purchased Loan or the collateral for the Purchased Loan.

                "Purchased Loan File" shall mean the documents specified as the
        "Purchased Loan File" in Section 7(e), together with any additional
        documents and information required to be delivered to Buyer or its
        designee (including the Custodian) pursuant to the Agreement.

                "Purchased Loans" shall mean (i) with respect to any
        Transaction, the Eligible Loans sold by Seller to Buyer in such
        Transaction and (ii) with respect to the Transactions in general, all
        Eligible Loans sold by Seller to Buyer and any Additional Collateral
        delivered by Seller to Buyer pursuant to Section 4(a) of this Annex I.

                "Purchased Loan Schedule" shall mean a schedule of Purchased
        Loans attached to each Trust Receipt and Custodial Delivery containing
        information substantially similar to the Collateral Information.

                "Relevant System" shall mean (a) The Depository Trust Company in
        New York, New York, or (b) such other clearing organization or
        book-entry system as is designated in writing by Buyer.

                "Remittance Date" shall mean the first (1st) calendar day of
        each month, or the next succeeding Business Day, if such calendar day
        shall not be a Business Day.

                "Requirement of Law" shall mean any law, treaty, rule,
        regulation, code, directive, policy, order or requirement or
        determination of an arbitrator or a court or other governmental
        authority whether now or hereafter enacted or in effect.

                "Reset Date" shall mean, with respect to any Pricing Rate
        Period, the second Business Day preceding the first day of such Pricing
        Rate Period with respect to any Transaction.

                                       17

<PAGE>

                "S&P" shall mean Standard & Poor's Rating Services, a division
        of The McGraw-Hill Companies, Inc.

                "SEC" shall mean the Securities and Exchange Commission, and any
        successor thereto.

                "Seller" shall mean DSHI Green, Inc., a Delaware corporation.

                "Seller's Differential Coverage Ratio" means for any period for
        which Buyer elects to make a determination of Seller's Differential
        Coverage Ratio, the following ratio:

                        (a) the excess of (1) all Income in respect of the
                Portfolio Collateral received by the Depository with respect to
                such period, exclusive, however, of any Principal Payments, over
                (2) all expenses incurred by Seller in any way attributable to
                such period which are not reimbursed by underlying borrowers or
                obligors unaffiliated with Seller with respect to the Portfolio
                Collateral in connection with the closing or the underlying
                loans and other transactions by which the Portfolio Collateral
                is created or administered, including without limitation
                servicing, overhead and administrative costs and expenses and
                interest on indebtedness, but excluding, however, any Price
                Differential paid to Buyer;

                        over

                        (b) the sum of the aggregate of the Price Differentials
                for all Transactions paid or payable to Buyer for such period.

                "Senior Preferred Stock" means the stated value of any preferred
        stock issued by Sponsor or any of its direct or indirect Subsidiaries
        which is not typical preferred stock but instead is both (i) redeemable
        by the holders thereof on any fixed date or upon the occurrence of any
        event and (ii) as to payment of dividends or amounts on liquidation,
        either guaranteed by Sponsor or any direct or indirect Subsidiary of
        Sponsor or secured by any property of Sponsor or any direct or indirect
        Subsidiary of Sponsor.

                "Servicing Agreement" has the meaning specified in Section
        22(b).

                "Servicing Records" has the meaning specified in Section 22(b).

                "Special Investment Affiliate" means an Investment Affiliate for
        the obligations of which any of Sponsor or its Subsidiaries has personal
        liability, as a general partner or otherwise.

                "Special-Purpose Entity" shall mean a Person, other than an
        individual, which is formed or organized solely for the purpose of
        holding, directly and subject to the Agreement, the Portfolio
        Collateral, does not engage in any business unrelated to the Portfolio
        Collateral and the financing thereof, does not have any assets other
        than the Portfolio Collateral and the financing thereof, or any
        indebtedness other than as permitted by the Agreement, has its own
        separate books and records and its own accounts, in each

                                       18

<PAGE>

        case which are separate and apart from the books and records and
        accounts of any other Person, holds itself out as being a Person,
        separate and apart from any other Person and provides in its formation
        and organizational documents for the inclusion of at least one
        "independent director" on terms and conditions approved by Buyer. If the
        foregoing entity is a limited partnership or limited liability company,
        (i) its partnership agreement or limited liability company agreement (as
        applicable) shall provide that the partnership or limited liability
        company shall dissolve upon the withdrawal or dissolution of the last
        remaining general partner or managing member, but the partnership or
        limited liability company will not be dissolved if the remaining
        partners or members, within ninety (90) days, by majority vote elect to
        continue the partnership or limited liability company and appoint a new
        general partner or new managing member, and (ii) the partnership
        agreement or limited liability company agreement (as applicable) must
        provide that the dissolution and winding up or bankruptcy or insolvency
        filing of such partnership or limited liability company shall require
        the unanimous consent of all partners or members (including the
        affirmative vote of the independent directors).

                "Sponsor" shall mean LNR Property Corporation, a Delaware
        corporation.

                "Sponsor Mortgage Subsidiary" means a wholly-owned, single
        purpose Subsidiary of Sponsor that may be formed (or may have been
        formed) solely for the purpose of engaging in the mortgage banking
        business and incidental activities directly related thereto.

                "Sponsor Project" means any parcel of real property wholly owned
        in fee simple of record by Sponsor or any wholly-owned Subsidiary of
        Sponsor, or any leasehold estate in any parcel of real estate
        wholly-owned by Sponsor or any wholly-owned Subsidiary pursuant to a
        ground lease having a remaining term (including extensions of the term
        available pursuant to a renewal or extension option) of at least July
        29, 2010, together with any and all improvements thereon, which is fully
        improved for use and operated as a commercial or industrial property
        (including multi-family residential, office, retail and warehouse
        properties), and with respect to which a certificate of occupancy or
        comparable authorization has been issued by the applicable governmental
        authority.

                "Statutory Reserve Rate" means a fraction (expressed as a
        decimal), the numerator of which is the number one (1) and the
        denominator of which is the number one (1) minus the aggregate of the
        maximum reserve percentages (including any marginal, special, emergency
        or supplemental reserves) expressed as a decimal established by the
        Board to which Buyer or its Affiliates is or are subject for
        eurocurrency funding (currently referred to as "Eurocurrency
        Liabilities" in Regulation D of the Board of Governors of the Federal
        Reserve System). Such reserve percentages shall include those imposed
        pursuant to such Regulation D. Transactions shall be deemed to
        constitute eurocurrency funding and to be subject to such reserve
        requirements without benefit of or credit for proration, exemptions or
        offsets that may be available from time to time to Buyer under such
        Regulation D or any comparable regulation. The Statutory Reserve Rate
        shall be adjusted automatically on and as of the effective date of any
        change in any reserve percentage.

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<PAGE>

                "Subsidiary" shall mean, as to any Person, (i) any corporation
        more than 50% of whose stock of any class or classes having by the terms
        thereof ordinary voting power to elect a majority of the directors of
        such corporation (irrespective of whether or not at the time stock of
        any class or classes of such corporation shall have or might have voting
        power by reason of the happening of any contingency) is at the time
        owned by such Person and/or one or more Subsidiaries of such Person and
        (ii) any partnership, limited liability company, association, joint
        venture or other entity in which such Person and/or one or more
        Subsidiaries of such Person has more than a 50% equity interest at the
        time.

                "Supplemental Due Diligence List" shall mean, with respect to
        any New Collateral, information or deliveries concerning the New
        Collateral that Buyer shall reasonably request in addition to the
        Preliminary Due Diligence Package.

                "Survey" shall mean a certified ALTA/ACSM (or applicable state
        standards for the state in which the Collateral is located) survey of a
        Mortgaged Property prepared by a registered independent surveyor and in
        form and content satisfactory to Buyer and the company issuing the Title
        Policy for such Property.

                "Target Price" shall mean, with respect to any of the Purchased
        Loans as of any date, the amount (expressed in dollars) obtained by
        multiplying (i) the lesser of the Adjusted Par Value or Market Value of
        such Purchased Loans as of such date by (ii) the "Original Purchase
        Percentage" for the Collateral Type Grouping applicable to such
        Purchased Loans, as set forth in Schedule I-A attached to this Annex I.

                "Title Policy" shall have the meaning specified in paragraph 8
        of the first paragraph of Exhibit VI.

                "Transaction Conditions Precedent" shall have the meaning
        specified in Section 3(b) of this Annex I.

                "Transaction Documents" shall mean, collectively, the Agreement,
        this Annex I, any other applicable Annexes to the Agreement, the
        Custodial Agreement, the Depository Agreement and all Confirmations
        executed pursuant to the Agreement and this Annex I in connection with
        specific Transactions.

                "Trust Receipt" shall have the meaning specified in the
        Custodial Agreement. "UCC" shall have the meaning specified in Section 6
        of this Annex I.

                "Underlying Borrower(s)" shall mean the borrower(s) and/or other
        obligor(s) for the repayment of the Underlying Loan(s) and payment and
        performance of the other obligations owed to the holder(s) of the
        Underlying Loan(s) under the applicable Underlying Loan Documents.

                "Underlying Loan(s)" shall mean, with respect to any Purchased
        Loan secured directly or indirectly, through direct or indirect
        mortgages, deeds of trust or pledges of equity taken at various tiers of
        ownership interests or otherwise, by a real property or properties, each
        loan other than the Purchased Loan which is secured by a mortgage, deed

                                       20

<PAGE>

        of trust or equity pledge directly or indirectly in such real property
        or properties which is senior to the Purchased Loan.

                "Underwriting Issues" shall mean, with respect to any Collateral
        as to which Seller intends to request a Transaction, all material
        information that has come to Seller's attention that, based on the
        making of reasonable inquiries and the exercise of reasonable care and
        diligence under the circumstances, would be considered a materially
        "negative" factor (either separately or in the aggregate with other
        information), or a material defect in loan documentation or closing
        deliveries (such as any absence of any material Purchased Loan
        Document(s)), to a reasonable institutional mortgage buyer in
        determining whether to originate or acquire the Collateral in question.

                "Whole Loan" shall mean a commercial mortgage loan secured by a
        first lien in multifamily and commercial real property.

        (b)     The following capitalized terms shall have the respective
meanings set forth below, in lieu of the meanings for such terms set forth in
the Agreement:

                "Buyer's Margin Amount" shall mean, with respect to any
        Purchased Loan as of any date, the amount obtained by dividing the
        Repurchase Price for such Purchased Loan by the applicable Buyer's
        Margin Percentage.

                "Buyer's Margin Percentage" shall mean, with respect any
        Transaction as of any date, the "Buyer's Margin Percentage" specified
        for the applicable Collateral Type Grouping in Schedule I-A attached to
        this Annex I.

                "Confirmation" shall have the meaning specified in Section 3(b)
        of this Annex I.

                "Event of Default" shall have the meaning specified in Section
        14 of this Annex I.

                "Market Value" shall mean, with respect to any Purchased Loans
        as of any relevant date, the lesser of (x) the market value for such
        Purchased Loans on such date, as determined by Buyer its sole judgment,
        exercised in good faith, based on the performance of the Purchased
        Loans, the Underlying Loans, the Purchased Loan Borrowers, the
        Underlying Borrowers and the real property or properties directly or
        indirectly securing such Underlying Loans and Purchased Loans, and (y)
        the par amount of such Purchased Loan; provided, that in the event of
        (i) any Collateral Bankruptcy Event, or (ii) the occurrence and
        continuance of any monetary default or other material default by the
        Purchased Loan Borrower which is not cured prior to the expiration of
        the applicable grace period, if any, provided for such cure under the
        applicable loan documents for the Purchased Loan (assuming, for purposes
        of this definition of Market Value, and in order to avoid a circumstance
        whereby the effect of this provision is avoided by virtue of
        non-assertion of the occurrence of a default, that written notice of
        such default is given to the borrower under the Purchased Loan at the
        time such monetary or other material default occurs or is discovered by
        Seller or Buyer), at Buyer's option, the Market Value of such Purchased
        Loan may be designated as zero. The Market Value of all Purchased Loans
        shall be determined by Buyer its sole judgment, exercised in good faith
        subject to the

                                       21

<PAGE>

        proviso in the preceding sentence, on each Business Day during the term
        of the Agreement, or less frequently from time to time if Buyer elects
        in its sole discretion.

                "Price Differential" shall mean, with respect to any Transaction
        as of any date, the aggregate amount obtained by daily application of
        the Pricing Rate for such Transaction to the Repurchase Price for such
        Transaction on a 360-day-per-year basis for the actual number of days
        during the period commencing on (and including) the Purchase Date for
        such Transaction and ending on (but excluding) the date of determination
        (reduced by any amount of such Price Differential previously paid by
        Seller to Buyer with respect to such Transaction).

                "Pricing Rate" shall mean, for any Pricing Rate Period with
        respect to any Transaction, an annual rate equal to the LIBO Rate for
        such Pricing Rate Period plus the relevant Applicable Spread for such
        Transaction; provided, that the Pricing Rate shall be the Alternative
        Rate for any Pricing Rate Period or portion thereof for which the
        Alternative Rate is provided to be used under either of, or both,
        Sections 3(g) and 3(h) of this Annex I.

                "Purchase Price" shall mean, with respect to any Purchased
        Loans, the price at which such Purchased Loans are transferred by Seller
        to Buyer on the applicable Purchase Date. The Purchase Price as of any
        Purchase Date for any Purchased Loans in a particular Collateral Type
        Grouping shall be an amount (expressed in dollars) equal to the product
        obtained by multiplying (i) the lesser of (A) the lesser of the
        acquisition cost or the purchase price paid by Seller for such Purchased
        Loans (or, if the Purchased Loans proposed to be included in a
        Transaction are being or were acquired by Seller from the Sponsor or any
        Affiliate thereof, the lesser of the acquisition cost or the purchase
        price paid by the Sponsor or Affiliate for the same, if lower than that
        paid by Seller), or (B) the Market Value of such Purchased Loans (or, in
        the case of Purchased Loans, the par amount of Purchased Loans, if lower
        than Market Value), by (ii) the "Original Purchase Percentage" for such
        Collateral Type Grouping applicable to such Purchased Loans, as set
        forth in Schedule I-A attached to this Annex I.

                "Replacement Collateral" shall have the meaning specified in
        Section 14(b)(ii) of this Annex I.

                "Repurchase Date" shall mean the Initial Scheduled Repurchase
        Date; provided, however, that if all of the Extension Conditions
        described in Section 3(e) of this Annex I shall be timely satisfied, the
        Repurchase Date shall mean the first anniversary of the Initial
        Scheduled Repurchase Date.

                "Repurchase Price" shall mean, with respect to any Purchased
        Loans as of any date, the price at which such Purchased Loans are to be
        transferred from Buyer to Seller upon termination of the related
        Transaction; such price will be determined in each case as the sum of
        (a) the Purchase Price of such Purchased Loans, and (b) the Price
        Differential with respect to such Purchased Loans as of the date of such
        determination, minus (to the extent not previously applied to the
        amounts indicated in clauses (a) through (b) above) all Income and cash
        actually received by Buyer on account of the Repurchase Price in

                                       22

<PAGE>

        respect of such Transaction pursuant to Sections 4(a), 5(b), 5(c), 5(d)
        and 5(e) of this Annex I.

3.      INITIATION; CONFIRMATION; TERMINATION; FEES

        The provisions of Paragraph 3 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 3:

        (a)     On or after the Initial Commitment Commencement Date and prior
to the Commitment Expiration Date and subject to the terms and conditions set
forth in the Agreement (including, without limitation, the "Transaction
Conditions Precedent" specified in Section 3(b) of this Annex I), an agreement
to enter into a Transaction shall be made in writing at the initiation of Seller
as provided below; provided, however, that the aggregate Repurchase Price
(excluding the Price Differential with respect to the Purchased Loans as of the
date of determination) for all Transactions shall not exceed the Facility
Amount. Seller shall give Buyer written notice of each proposed Transaction and
Buyer shall inform Seller of its determination with respect to any assets
proposed to be sold to Buyer by Seller solely in accordance with Exhibit VIII
attached hereto. Buyer shall have the right to review all proposed assets to be
sold to Buyer in any Transaction and to conduct its own due diligence
investigation of such assets as Buyer determines. Upon receipt of all Diligence
Materials, Buyer shall advise Seller whether it will purchase the assets
proposed to be sold to Buyer by Seller within five (5) Business Days. Buyer
shall be entitled to make a determination, in the exercise of its sole
discretion, that it shall not purchase any or all of the assets proposed to be
sold to Buyer by Seller. On the Purchase Date for the Transaction which shall be
not less than three (3) Business Days following the approval of an Eligible Loan
by Buyer in accordance with this Section and Exhibit VIII hereto, the Purchased
Loan shall be transferred to Buyer or its agent against the transfer of the
Purchase Price to an account of Seller. On or prior to each Purchase Date,
Seller shall deliver to Buyer an advance request in the form of Exhibit X
attached hereto. To the extent Buyer enters into a Transaction with Seller with
respect to a Purchased Loan which is an Eligible Loan of the type described in
clause (iv) of the definition thereof (i.e., such Eligible Loan does not satisfy
the characteristics described in clauses (i)-(iii) of the definition thereof),
then such loan shall be deemed to be an Eligible Loan for all purposes of the
Agreement.

        (b)     At closing of a Transaction, provided each of the Transaction
Conditions Precedent (as hereinafter defined) shall have been satisfied (or
waived by Buyer), Buyer shall deliver to Seller a written confirmation in the
form of Exhibit I attached hereto of each Transaction (a "Confirmation"). In the
absence of execution and delivery by Buyer of a Confirmation for a proposed
Transaction, Buyer shall under no circumstance be deemed to have agreed to enter
into such Transaction. Such Confirmation shall describe the Purchased Loan(s)
which shall be the subject of the proposed Transaction, shall identify Buyer and
Seller, and shall set forth (i) the Purchase Date, (ii) the Purchase Price for
such Purchased Loans, (iii) the Repurchase Date, (iv) the Pricing Rate
applicable to the Transaction (including the Applicable Spread) and (v) any
additional terms or conditions not inconsistent with the Agreement With respect
to any Transaction, the Pricing Rate shall be determined initially on the
Pricing Rate Determination Date applicable to the first Pricing Rate Period for
such Transaction, and shall be reset on each Reset Date for the next succeeding
Pricing Rate Period for such Transaction. Buyer or its agent shall determine in
accordance with the terms of the Agreement the Pricing Rate on 23

                                       23

<PAGE>

each Pricing Rate Determination Date for the related Pricing Rate Period and
notify Seller of such rate for such period on the Reset Date. For purposes of
this Section 3(b), the "Transaction Conditions Precedent" shall be deemed to
have been satisfied with respect to any proposed Transaction if:

                (1)     no Default or Event of Default under the Agreement shall
        have occurred and be continuing as of the Purchase Date for such
        proposed Transaction;

                (2)     Seller shall have certified to Buyer in writing the
        acquisition cost of such Purchased Loan (including therein reasonable
        supporting documentation required by Buyer, if any);

                (3)     the representations and warranties made by Seller in any
        of the Transaction Documents shall be true and correct in all material
        respects as of the Purchase Date for such Transaction;

                (4)     Buyer shall have received the Diligence Materials and
        completed to Buyer's satisfaction its due diligence review and financial
        modeling with respect to the assets proposed to be sold to Buyer by
        Seller;

                (5)     Buyer or the Custodian on behalf of Buyer shall have
        received the applicable Transaction documents and other documents and
        opinions specified in Section 7 of this Annex I;

                (6)     Buyer shall have determined, in accordance with the
        applicable provisions of Section 3(a) of this Annex I, that the assets
        proposed to be sold to Buyer by Seller in such Transaction are Eligible
        Loans;

                (7)     Seller shall have paid to Buyer the applicable Draw Fee
        due and payable with respect to the Transaction (which amount may be
        held back from funds remitted to Seller by Buyer);

                (8)     none of the following shall have occurred and/or be
        continuing:

                        (i)     an event or events shall have occurred resulting
                in the effective absence of a "repo market" or comparable
                "lending market" for financing mortgage securities or mortgage
                loans or an event or events shall have occurred resulting in
                Buyer not being able to finance any Transactions and/or
                Purchased Loans through the "repo market" or "lending market"
                with traditional counterparties at rates which would have been
                reasonable prior to the occurrence of such event or events; or

                        (ii)    an event or events shall have occurred resulting
                in the effective absence of a "securities market" for securities
                backed by mortgage loans or an event or events shall have
                occurred resulting in Buyer not being able to sell securities
                backed by mortgage loans at prices which would have been
                reasonable prior to such event or events; or

                                       24

<PAGE>

                        (iii)   there shall have occurred a material adverse
                change in the "repo market" or comparable "lending market" or in
                the financial condition of Buyer which effects (or can
                reasonably be expected to effect) materially and adversely the
                ability of Buyer to fund its obligations under the Agreement;

                (9)     the purchase by Buyer from Seller of the Purchased Loans
        shall be completed prior to the Commitment Expiration Date and shall not
        result in non-compliance with the Facility Limits or the aggregate of
        the Purchase Prices for all Transactions to exceed the Facility Amount;
        and

                (10)    Seller shall have delivered to Buyer a due
        authorization, execution and enforceability opinion of Seller's counsel,
        in such form reasonably acceptable to Buyer, including an opinion that
        Buyer has a perfected security interest in such collateral as is the
        subject of the Transaction, subject to reasonable and customary
        exceptions, qualifications and assumptions.

        Notwithstanding anything to the contrary contained in the Agreement, in
no event shall any Transaction hereunder be consummated until such time as Buyer
has received all of the following (to the extent not delivered as of the Initial
Commitment Commencement Date), each in form and substance reasonably
satisfactory to Buyer: (i) the fully executed Custodial Agreement; and (iii) a
control agreement with respect to the Cash Management Account executed by the
Depository (the "Depository Agreement"); and (iv) organizational documents with
respect to each of Seller and Sponsor.

        (c)     Each Confirmation, together with the Agreement, including this
Annex I, shall be conclusive evidence of the terms of the Transaction(s) covered
thereby unless objected to in writing by Seller no more than two (2) Business
Days after the date such Confirmation is received by Seller. An objection sent
by Seller with respect to any Confirmation must state specifically that the
writing is an objection, must specify the provision(s) of such Confirmation
being objected to by Seller, must set forth such provision(s) in the manner that
Seller believes such provisions should be stated, and must be received by Buyer
no more than two (2) Business Days after such Confirmation is received by
Seller. Seller shall execute a written acceptance accepting each Confirmation
not objected to by Seller within the aforementioned two (2) Business Day period.

        (d)     Provided no Event of Default exists and no unsatisfied Margin
Call has been made, Seller shall be entitled to partially prepay a portion of
the Repurchase Price with respect to one or more Purchased Loans, or terminate a
Transaction on demand and repurchase the Purchased Loan subject to such
Transaction on any Business Day prior to the Repurchase Date (an "Early Payment
Date" as to any partial prepayment of the Repurchase Price for any Purchased
Loan, and an "Early Repurchase Date" as to an early termination of a
Transaction); provided, however, that Seller:

                (i)     repurchases on such Early Repurchase Date the Purchased
        Loan subject to such Transaction, if Seller has elected to terminate
        such Transaction,

                                       25

<PAGE>

                (ii)    notifies Buyer in writing of its intent to partially
        prepay the Repurchase Price for a Purchased Loan (including the specific
        Early Payment Date and the amount of the prepayment), or to terminate
        the Transaction and repurchase the Purchased Loan (including the
        specific Early Repurchase Date and identifying with particularity the
        Purchased Loan to be repurchased on such Early Repurchase Date), as
        applicable, no later than five (5) Business Days prior to such Early
        Repurchase Date or Early Payment Date, as applicable, and

                (iii)   on such Early Repurchase Date (as to each Transactions
        which Seller has elected to terminate) pays to Buyer an amount equal to
        the sum of the Repurchase Price for the related Transaction and any
        other amounts payable under the Agreement (including, without
        limitation, Section 3(i) and Section 3(j) of this Annex I) with respect
        to such Transaction against transfer to Seller or its agent of the
        related Purchased Loan; and

                (iv)    if a CF Sweep Event exists on any Early Repurchase Date
        or Early Payment Date, the repurchase of such Purchased Loan on such
        Early Repurchase Date or prepayment of such Purchased Loan on such Early
        Payment Date shall cause there to be no more CF Sweep Event, or Seller
        shall, simultaneously with the repurchase or prepayment of such
        Purchased Loan, prepay a portion of the Repurchase Price of one or more
        other Purchased Loans in an amount sufficient such that the CF Sweep
        Event shall no longer exist.

        (e)     On the Repurchase Date (or applicable Early Repurchase Date),
termination of the Transactions will be effected by transfer to Seller or its
agent of the Purchased Loans and any Income in respect thereof received by Buyer
(and not previously credited or transferred to, or applied to the obligations
of, Seller pursuant to Section 5 of this Annex I) against the simultaneous
transfer of the Repurchase Price to an account of Buyer. Provided no Event of
Default has occurred and is continuing, all such transfers (and/or releases of
security interests) shall be free and clear of all liens and security interests
created by the Buyer in and to the interest of Buyer in the relevant Purchased
Loans and Purchased Loan Files.

        (f)     Notwithstanding the foregoing, if all of the Extension
Conditions (as hereinafter defined) shall have been satisfied, the Repurchase
Date shall mean and be extended with respect to all of the Transactions until,
the first (1st) anniversary of the Initial Scheduled Repurchase Date (the
"Extension Period"). For purposes of the preceding sentence, the "Extension
Conditions" shall be deemed to have been satisfied if (i) Seller shall have
given Buyer written notice, not more than sixty (60) days nor less than thirty
(30) days prior to the Initial Scheduled Repurchase Date, of Seller's desire to
extend the Repurchase Date; and (ii) no Default or Event of Default under the
Agreement shall have occurred and be continuing as of the Initial Scheduled
Repurchase Date. During the Extension Period, on the Remittance Dates occurring
in March, 2006, June, 2006 and September, 2006, Seller shall be required to
prepay the Repurchase Price of all Transactions in part by paying to Buyer on
each such Remittance Date 25% of the Repurchase Price which would have been
payable with respect to each Transaction on the Initial Scheduled Repurchase
Date had the Repurchase Date not been extended pursuant to this Section 3(e)
(each such payment a "Quarterly Reduction Payment"); provided, however, that any
Principal Payment made during the Extension Period which is paid to Buyer and
applied to

                                       26

<PAGE>

reduce the Repurchase Price of any Purchased Loans shall be credited against the
amount of the next Quarterly Reduction Payment required to be paid by Seller
and, if any Quarterly Reduction Payment is reduced to zero by virtue of such
credits, shall be credited against the next subsequent Quarterly Reduction
Payment due hereunder and so on until all Quarterly Reduction Payments have been
made or credited in full. During the Extension Period, Buyer shall have no
obligation to enter into any further Transactions for the purchase by Buyer of
any Eligible Loans from Seller.

        (g)     On each Purchase Date, Seller shall pay to Buyer a usage fee
(the "Draw Fee") in an amount equal to 1% of the Purchase Price specified in the
related Confirmation with respect to such Transaction, which Draw Fee for each
such Transaction shall be deemed fully earned and nonrefundable on the Purchase
Date for such Transaction. If the Facility Limit is increased above $100,000,000
pursuant to an Expanded Facility Modification, Seller shall additionally pay to
Buyer on the date of execution and delivery of such Expanded Facility
Modification a one-time commitment fee equal to 0.25% of the amount by which the
Facility Limit is increased above $100,000,000, and thereafter, if and to the
extent a Transaction is entered into which results in the total of all the
Repurchase Prices for all outstanding Transactions exceeding $100,000,000, the
Draw Fee for such Transaction shall be the sum of (i) 1% of that portion (if
any) of the Purchase Price for such Transaction which, when aggregated with the
total of all the Repurchase Prices for all other outstanding Transactions,
amounts to the sum of $100,000,000, and (ii) 0.75% of the remaining portion of
the Purchase Price for such Transaction.

        (h)     If prior to the first day of any Pricing Rate Period with
respect to any Transaction, (i) Buyer shall have determined (which determination
shall be conclusive and binding upon Seller) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the LIBO Rate for such Pricing Rate Period, or (ii) the LIBO Rate
determined or to be determined for such Pricing Rate Period will not adequately
and fairly reflect the cost to Buyer (as determined and certified by Buyer) of
making or maintaining Transactions during such Pricing Rate Period, Buyer shall
give telecopy or telephonic notice (followed by prompt written notice) thereof
to Seller as soon as practicable thereafter. If such notice is given, the
Pricing Rate with respect to such Transaction for such Pricing Rate Period, and
for any subsequent Pricing Rate Periods until such notice has been withdrawn by
Buyer, shall be a per annum rate equal to the Alternative Rate.

        (i)     Notwithstanding any other provision herein, if the adoption of
or any change in any Requirement of Law or in the interpretation or application
thereof shall make it unlawful for Buyer to effect Transactions as contemplated
by the Transaction Documents, (a) the commitment of Buyer hereunder to enter
into new Transactions and to continue Transactions as such shall forthwith be
canceled, and (b) the Transactions then outstanding shall be converted
automatically to Alternative Rate Transactions, for which the Pricing Rate shall
be the Alternative Rate, on the last day of the then current Pricing Rate Period
or within such earlier period as may be required by law. If any such conversion
of a Transaction occurs on a day which is not the last day of the then current
Pricing Rate Period with respect to such Transaction, Seller shall pay to Buyer
such amounts, if any, as may be required pursuant to Section 3(j) of this Annex
I.

        (j)     Upon demand by Buyer, Seller shall indemnify Buyer and hold
Buyer harmless from any net loss or expense (not to include any lost profit or
opportunity) (including, without

                                       27

<PAGE>

limitation, reasonable attorneys' fees and disbursements) which Buyer may
sustain or incur as a consequence of (i) default by Seller in terminating any
Transaction after Seller has given a notice in accordance with Section 3(d) of a
termination of a Transaction, or (ii) any payment of the Repurchase Price on any
day other than a Remittance Date (including, without limitation, all Breakage
Costs and any other actual loss or expense arising from the reemployment of
funds obtained by Buyer to maintain Transactions hereunder or from fees payable
to terminate the deposits from which such funds were obtained). A certificate as
to such costs, losses, damages and expenses, setting forth the calculations
therefor shall be submitted promptly by Buyer to Seller and shall be conclusive
and binding on Seller in the absence of manifest error.

        (k)     If the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof by any Governmental Authority or
compliance by Buyer with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority having
jurisdiction over Buyer made subsequent to the date hereof:

                        (i)     shall subject Buyer to any tax of any kind
                whatsoever with respect to the Transaction Documents, any
                Purchased Loan or any Transaction, or change the basis of
                taxation of payments to Buyer in respect thereof (except for
                changes in the rate of tax on Buyer's overall net income);

                        (ii)    shall impose, modify or hold applicable any
                reserve, special deposit, compulsory loan or similar requirement
                against assets held by, deposits or other liabilities in or for
                the account of, advances, loans or other extensions of credit
                by, or any other acquisition of funds by, any office of Buyer
                which is not otherwise included in the determination of the LIBO
                Rate hereunder; or

                        (iii)   shall impose on Buyer any other condition;

and the result of any of the foregoing is to increase the cost to Buyer, by an
amount which Buyer deems to be material, of entering into, continuing or
maintaining Transactions or to reduce any amount receivable under the
Transaction Documents in respect thereof; then, in any such case, Seller shall
promptly pay Buyer, upon its demand, any additional amounts necessary to
compensate Buyer for such increased cost or reduced amount receivable. If Buyer
becomes entitled to claim any additional amounts pursuant to this Section 3(j),
it shall promptly notify Seller of the event by reason of which it has become so
entitled. A certificate as to the calculation of any additional amounts payable
pursuant to this subsection shall be submitted by Buyer to Seller and shall be
conclusive and binding upon Seller in the absence of manifest error. This
covenant shall survive the termination of the Agreement and this Annex I and the
repurchase by Seller of any or all of the Purchased Loans.

        (l)     If Buyer shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by Buyer or any corporation
controlling Buyer with any request or directive regarding capital adequacy
(whether or not having the force of law) from any Governmental Authority made
subsequent to the date hereof does or shall have the effect of reducing the rate
of return on Buyer's or such corporation's capital as a consequence of its
obligations hereunder to a

                                       28

<PAGE>

level below that which Buyer or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration Buyer's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
Buyer to be material, then from time to time, after submission by Buyer to
Seller of a written request therefor, Seller shall pay to Buyer such additional
amount or amounts as will compensate Buyer for such reduction. A certificate as
to the calculation of any additional amounts payable pursuant to this subsection
shall be submitted by Buyer to Seller and shall be conclusive and binding upon
Seller in the absence of manifest error. This covenant shall survive the
termination of the Agreement and this Annex I and the repurchase by Seller of
any or all of the Purchased Loans.

        (m)     The Commitment Expiration Date shall be the Initial Commitment
Expiration Date; if provided that no Default or Event of Default has occurred
and is then continuing, and Seller, not earlier than 60 days prior to the
Initial Commitment Expiration Date and not later than 30 days prior to the
Initial Commitment Expiration Date, makes a written request to Buyer for an
extension of the Commitment Expiration Date, Buyer may at its sole option
exercised in its sole discretion elect by written notice to Seller to extend the
Commitment Expiration Date to be the date which is 364 days after the Initial
Commitment Expiration Date (the "Extended Commitment Expiration Date"). The
Initial Commitment Expiration Date shall not be extended as provided above
unless and until Buyer makes such written election to extend, and it is
understood and agreed that Buyer may grant or deny Seller's request for an
extension of the Initial Commitment Expiration Date in Buyer's sole discretion.
If so extended the Commitment Expiration Date shall thereupon mean the Extended
Commitment Expiration Date.

        (n)     Seller, on its behalf and on behalf of the Sponsor, agrees that
Seller and Sponsor shall hire Greenwich Capital Markets, Inc. or another
Affiliate of Buyer designed by it as the lead manager and bookrunner on any
future collateralized debt obligation securitization transactions or similar
capital markets transactions intended to finance any Purchased Loans or the
repurchase thereof, and shall in good faith give strong consideration to
Greenwich Capital Markets, Inc. and the applicable Affiliates of Buyer for the
role of primary bookrunner in any such transactions, provided that the terms
offered by Greenwich Capital Markets, Inc. shall be reasonably within prevailing
market standards for such transactions.

4.      MARGIN MAINTENANCE

        (a)     Paragraph 4(a) of the Agreement is hereby modified in its
entirety to read as follows:

                                "(a) If at any time, either (i) the aggregate
                Market Value of any of the Purchased Loans shall be less than
                Buyer's Margin Amount for such Purchased Loans, respectively (a
                "Margin Deficit"), or (ii) a Credit Loss shall occur with
                respect to any Purchased Loans, then Buyer may by notice to
                Seller (a "Margin Call") require Seller to transfer to Buyer (A)
                cash or (B) additional collateral acceptable to Buyer in its
                sole and absolute discretion (such cash or additional collateral
                paid by Seller to Buyer is herein referred to as "Additional
                Collateral"), so that the sum obtained by adding the Market
                Value of each of the Purchased

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<PAGE>

                Loans plus such Additional Collateral shall equal or exceed the
                Deficit Cure Amount for such Purchased Loans, respectively, as
                of the same date (the foregoing amount of such Additional
                Collateral required to cure the Margin Deficit with respect to
                any Purchased Loan is herein referred to as the "Required
                Payment Amount" with respect to such Purchased Loan); provided,
                that Seller may with respect to any Purchased Loan subject to a
                Margin Call, in lieu of transferring Additional Collateral in
                the Required Payment Amount for such Purchased Loan to Buyer as
                aforesaid, prepay the Repurchase Price for such Purchased Loan
                by transferring cash in the amount of the Required Payment
                Amount to Buyer, accompanied by a written notice to Buyer
                requesting application of such amount to the Repurchase Price
                for such Purchased Loan as a prepayment thereof. Seller's
                failure to cure any Margin Deficit as required by the preceding
                sentence prior to expiration of the two (2) Business Day time
                period set forth in the first or second sentence, as applicable,
                of Paragraph 4(c) below shall constitute an Event of Default
                under the Transaction Documents and shall entitle Buyer to
                exercise its remedies under Section 15 of Annex I (including,
                without limitation, the liquidation remedy provided for in
                Section 15(iv) of Annex I)."

        (b)     Paragraph 4(b) of the Agreement is hereby deleted in its
entirety.

        (c)     Paragraph 4(c) of the Agreement is hereby modified in its
entirety to read as follows:

                                "(c) If any Margin Call is given by Buyer under
                Paragraph 4(a) of the Agreement, Seller shall transfer
                Additional Collateral as provided in Paragraph 4(a) by no later
                than two (2) Business Days after the giving of such notice.
                Notice required pursuant to Paragraph 4(a) of the Agreement may
                be given by any means of telecopier or telegraphic transmission
                and shall be delivered in accordance with the terms of the
                Agreement. The failure of Buyer on any one or more occasions, to
                exercise its rights under Paragraph 4(a) of the Agreement shall
                not change or alter the terms and conditions to which the
                Agreement is subject or limit the right of Buyer or Seller to do
                so at a later date. Buyer and Seller agree that any failure or
                delay by Buyer to exercise its rights under Paragraph 4(a) of
                the Agreement shall not limit such party's rights under the
                Agreement or otherwise existing by law or in any way create
                additional rights for such party."

        (d)     Paragraph 4(d) of the Agreement is hereby modified in its
entirety to read as follows:

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<PAGE>

                                "(d) Any Additional Collateral transferred to
                Buyer pursuant to Paragraph 4(a) of the Agreement with respect
                to any Purchased Loans shall be attributed to the Transaction
                relating to such Purchased Loans."

        (e)     Paragraphs 4(e) and 4(f) of the Agreement are hereby deleted in
their respective entireties.

5.      INCOME PAYMENTS AND PRINCIPAL PAYMENTS

        The provisions of Paragraph 5 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 5:

        (a)     The Cash Management Account shall be established at the
Depository concurrently with the execution and delivery of the Agreement and
this Annex I by Seller and Buyer. Buyer shall have sole dominion and control
over the Cash Management Account. All Income in respect of the Portfolio
Collateral, as well as any payments in respect of associated Hedging
Transactions, shall be deposited directly into the Cash Management Account and
shall be remitted by the Depository in accordance with the applicable provisions
of Sections 5(b), 5(c), 5(d), 5(e), 5(f) and 15 of this Annex I.

        (b)     So long as no Event of Default shall have occurred and be
continuing, and subject to application in accordance with Section 5(d) of this
Annex I in the event a CF Sweep Event with respect to any Purchased Loans shall
have occurred, all Income (other than Principal Payments) received by the
Depository in respect of the Portfolio Collateral and the associated Hedging
Transactions during each Collection Period shall be applied by the Depository on
the related Remittance Date as follows:

                (i)     first, to remit to Buyer an amount equal to the Price
        Differential which has accrued and is outstanding as of such Remittance
        Date;

                (ii)    second, to remit to Buyer an amount equal to any premium
        or accrued interest included in the Purchase Price for the Purchased
        Loans;

                (iii)   third, if the Remittance Date is on or after the Initial
        Scheduled Repurchase Date, the remainder shall be applied as provided in
        Section 5(f) of this Annex I below; and

                (iv)    fourth, the remainder shall be remitted to Seller.

        (c)     So long as no Event of Default shall have occurred and be
continuing, any Principal Payment received by the Depository in respect of any
Portfolio Collateral during each Collection Period shall be applied by the
Depository on the related Remittance Date in the following order of priority:

                (i)     first, to make a payment to Buyer on account the
        Repurchase Price of the Purchased Loans in respect of which such
        Principal Payment has been received, until the Repurchase Price for such
        Purchased Loans has been reduced to either (A) if the

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<PAGE>

        Remittance Date is prior to the Initial Scheduled Repurchase Date, the
        Target Price for such Purchased Loans, or (B) if the Remittance Date is
        on or after the Initial Scheduled Repurchase Date, zero;

                (ii)    second, (A) to make a payment on account of the
        Repurchase Price of any other Purchased Loans as to which the Repurchase
        Price exceeds the Target Price (for this purpose, making such payment in
        the order of those Purchased Loans with the largest to smallest excess
        of Repurchase Price over Target Price), until the Repurchase Price for
        each of the Purchased Loans has been reduced to the Target Price for
        such Purchased Loans, respectively as of the date of such payment (as
        determined by Buyer after giving effect to such Principal Payment), and
        (B) if the Remittance Date is on or after the Initial Scheduled
        Repurchase Date, to make a payment from any amount remaining after the
        application under the foregoing clause (A) on account of the Repurchase
        Price of such other Purchased Loans pari passu until the aggregate
        Repurchase Price for all of such Purchased Loans has been reduced to
        zero; and

                (iii)   third, as follows: (A) so long as no Event of Default
        shall have occurred and be continuing and no CF Sweep Event shall have
        occurred, the remainder of such Principal Payment shall prior to the
        Initial Scheduled Repurchase Date be remitted to Seller and from and
        after the Initial Scheduled Repurchase Date shall be applied as provided
        in Section 5(f) below; (B) if a CF Sweep Event shall have occurred, but
        no Event of Default shall have occurred and be continuing, the remainder
        of such Principal Payment shall be applied as provided in Section 5(d)
        of this Annex I below with respect to other Income; and (C) if an Event
        of Default shall have occurred and be continuing, the remainder of such
        Principal Payment shall be applied as provided in Section 5(e) of this
        Annex I below with respect to other Income.

        (d)     If a CF Sweep Event with respect to one or more Purchased Loans
shall have occurred, then until the Repurchase Price for each of such Purchased
Loans has been reduced to the Target Price for such Purchased Loans, and so long
as no Event of Default shall have occurred and be continuing, all Income (other
than Principal Payments, except for the portion of each Principal Payment
available for application pursuant to this Section 5(d) under the provisions of
Section 5(c)(iii)(B) of this Annex I above) received by the Depository in
respect of the Portfolio Collateral and the associated Hedging Transactions
shall be applied by the Depository on the Business Day next following the
Business Day on which such funds are deposited in the Cash Management Account as
follows:

                (i)     first, to remit to Buyer an amount equal to the Price
        Differential which has accrued and is outstanding in respect of all of
        the Purchased Loans as of such Business Day; and

                (ii)    second, to make payments on account of the Repurchase
        Price of each of the Purchased Loans as to which a CF Sweep Event shall
        have occurred (for this purpose, making such payment in the order of
        those Purchased Loans with the largest to smallest excess of Repurchase
        Price over Target Price), until the aggregate Repurchase Price for all
        of such Purchased Loans has been reduced to the aggregate Target Price
        for all of such

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<PAGE>

        Purchased Loans, respectively as of the date of such payment (as
        determined by Buyer after giving effect to such payment);

                (iii)   third, if the Remittance Date is on or after the Initial
        Scheduled Repurchase Date, the remainder shall be applied as provided in
        Section 5(f) of this Annex I below; and

                (iv)    fourth, the remainder shall be remitted to Seller.

        (e)     If an Event of Default shall have occurred and be continuing,
all Income (including all Principal Payments) received by the Depository in
respect of the Portfolio Collateral and the associated Hedging Transactions
shall be applied by the Depository on the Business Day next following the
Business Day on which such funds are deposited in the Cash Management Account as
follows:

                (i)     first, to remit to Buyer an amount equal to the Price
        Differential which has accrued and is outstanding in respect of all of
        the Purchased Loans as of such Business Day;

                (ii)    second, to make a payment to Buyer pro rata on account
        of the Repurchase Price of the Purchased Loans until the Repurchase
        Price for all of the Purchased Loans has been reduced to zero; and

                (iii)   third, to remit to Buyer an amount equal to any costs or
        expenses due and owing by Seller as of such Business Day; and

                (iv)    fourth, to remit to Seller the remainder.

        (f)     Income to be applied on any Remittance Date under the foregoing
provisions of this Section 5 in the manner set forth in this Section 5(f) shall
be applied on such Remittance Date to remit to Buyer as a prepayment, of the
Repurchase Price of all Purchased Loans pari passu until the aggregate
Repurchase Price for all such Purchased Loans has been reduced to zero.

        (g)     From and after the occurrence of an Event of Default, Buyer is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all amounts held by Buyer and any
other obligations at any time owing to Buyer, to or for the credit or the
account of Seller against any of or all the obligations of Seller now or
hereafter existing under the Agreement irrespective of whether or not Buyer
shall have made any demand under the Agreement (and without prior notice to
Seller) and although such obligations may be unmatured, whereupon such
obligations owing by Buyer or its Affiliates to Seller shall, to the extent (and
only to the extent) of such set off actually made by Buyer, be discharged. The
rights of Buyer under this Section are in addition to other rights and remedies
(including other rights of setoff) which Buyer may have.

        (h)     At the end of each Collection Period and prior to the Remittance
Date for such Collection Period, Seller shall provide to Buyer (in electronic
form with Depository's information contained therein) a statement and analysis
of all Income for such period, indicating

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<PAGE>

the Purchased Loans to which each element of Income relates and the amounts
constituting interest on each Purchased Loan, Principal Payments on each
Purchased Loan and other Income. Upon Buyer's receipt and verification of the
information contained in the statement and analysis of Income required above,
Buyer agrees to direct the Depository to remit to Seller such amounts as Seller
is entitled to pursuant to the applicable provisions of Sections 5(b), 5(c),
5(d), 5(e), 5(f) and 15 of this Annex I to the extent of funds on account,
provided, in the event Buyer fails to approve or object to any such statement
and analysis of Income within three (3) Business Days after receipt of such
statement and analysis of Income, Buyer agrees, subject to the terms and
provisions of Article 5 hereof, to disburse such funds in accordance with the
statement and analysis of Income submitted by Seller. In the event Buyer
disagrees with any statement and analysis of Income prepared by Seller, Buyer
shall promptly provide Seller with written notice thereof and the parties shall
cooperate in good faith to resolve the matters raised in Buyer's written
objection. Seller and Buyer further agree that in the event any statement and
analysis of Income contains any inaccurate information (or is otherwise
incomplete), the parties will work together in good faith to correct any such
incorrect or incomplete information, and any excess or deficiency of funds shall
be disbursed and/or remitted, as applicable, to or by such party promptly upon
receipt and verification of such corrected statement and analysis of Income.

6.      SECURITY INTEREST

        Paragraph 6 of the Agreement is hereby modified in its entirety to read
as follows:

                Buyer and Seller intend that all Transactions hereunder be sales
to Buyer of the Purchased Loans and not loans from Buyer to Seller secured by
the Purchased Loans. However, in the event any such Transaction is deemed to be
a loan, Seller hereby pledges all of its right, title, and interest in, to and
under and grants a first priority lien on, and security interest in, all of the
following property, whether now owned or hereafter acquired, now existing or
hereafter created and wherever located (collectively, the "Collateral") to Buyer
to secure the payment and performance of all amounts or obligations owing to
Buyer pursuant to the Agreement and the related documents described herein:

        (a)     the Portfolio Securities, all "securities accounts" (as defined
                in Section 8-501 (a) of the UCC) to which any or all of the
                Portfolio Securities are credited and all "securities
                entitlements" (as defined in Section 8-102(a)(17) of the UCC)
                therein;

        (b)     the Purchased Loans, Servicing Agreements, Servicing Records,
                insurance relating to the Purchased Loans, and all of Seller's
                "deposit accounts" (as defined in the UCC, including, without
                limitation, collection and escrow accounts) relating to the
                Purchased Loans;

        (c)     the Cash Management Account and all monies from time to time on
                deposit in the Cash Management Account;

        (d)     all "general intangibles" (including "payment intangibles"),
                "accounts," "chattel paper," "documents" and "instruments" as
                defined in the UCC relating to or constituting any and all of
                the foregoing;

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<PAGE>

        (e)     all "supporting obligations" and "letter of credit rights" as
                defined in the UCC relating to or constituting any and all of
                the foregoing; and

        (f)     all replacements, substitutions or distributions on or proceeds,
                payments, Income and profits of, tort claims, insurance claims
                and other rights to payments, and records (but excluding any
                financial models or other proprietary information) and files
                relating to any and all of any of the foregoing.

                Buyer's security interest in the Collateral shall terminate only
upon termination of Seller's obligations under the Agreement and the documents
delivered in connection herewith and therewith. For purposes of the grant of the
security interest pursuant to Paragraph 6 of the Agreement, the Agreement shall
be deemed to constitute a security agreement under the Uniform Commercial Code
as in effect in any applicable jurisdiction (the "UCC"). Buyer shall have all of
the rights and may exercise all of the remedies of a secured creditor under the
UCC and the other laws of any applicable jurisdiction, including the State of
New York. In furtherance of the foregoing, (a) Seller, at its sole cost and
expense, shall cause to be filed in such locations as may be necessary to
perfect and maintain perfection and priority of the security interest granted
hereby, UCC-1 financing statements and continuation statements (collectively,
the "Filings"), and shall forward copies of such Filings to Buyer upon
completion thereof, and (b) Seller shall from time to time take such further
actions as may be reasonably requested by Buyer to maintain and continue the
perfection and priority of the security interest granted hereby (including
marking its records and files to evidence the interests granted to Buyer
hereunder).

7.      PAYMENT, TRANSFER AND CUSTODY

        The provisions of Paragraph 7 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 7:

        (a)     On the Purchase Date for each Transaction, ownership of the
Purchased Loans shall be transferred to Buyer or its designee (including the
Custodian) against the simultaneous transfer of the Purchase Price to an account
of Seller specified in the Confirmation relating to such Transaction.

        (b)     On or prior to the applicable Purchase Date, Seller shall
deliver the related Portfolio Securities (if there are any) re-registered in the
name of Buyer or other designee of Buyer in accordance with the Custodial
Agreement and Buyer or its other designee shall have all rights of conversions,
exchange, subscription and any other rights, privileges and options pertaining
to such Portfolio Securities as the owner thereof, and in connection therewith,
the right to deposit and deliver any and all of the Portfolio Securities with
any committee, depositary transfer, agent, register or other designated agency
upon such terms and conditions as Buyer may determine. The Portfolio Securities
shall be held by Buyer or its designee, as exclusive bailee and agent for Buyer,
either directly or through the facilities of a Relevant System, as "securities
intermediary" (as defined in Section 8-102(a)(14) of the UCC and 31 C.F.R.
Section 357.2) and credited to the "securities account" (as defined in Section
8-501(a) of the UCC) of Buyer. Buyer, as "entitlement holder" (as defined in
Section 8-102(a)(7) of the UCC) with respect to the Portfolio Securities, shall
be entitled to receive all cash dividends and distributions paid in

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<PAGE>

respect thereof. Any such dividends or distributions with respect to the
Portfolio Securities received by Seller shall be promptly remitted to the Cash
Management Account.

        (c)     With respect to Portfolio Securities (if any) that shall be
delivered or held in uncertificated form and the ownership of which is
registered on books maintained by the issuer thereof or its transfer agent,
Seller shall cause the registration of such security or other item of investment
property in the name of Buyer or its designee and at the request of Buyer, shall
take such other and further steps, and shall execute and deliver such documents
or instruments necessary in the reasonable opinion of Buyer, to effect a legally
valid transfer to Buyer hereunder. With respect to Portfolio Securities (if any)
that shall be delivered or held in definitive, certificated form, Seller shall
deliver to Buyer or its designee (which shall be the Custodian initially) the
original of the relevant certificate registered in the name of Buyer or its
designee. Unless otherwise instructed by Buyer, any delivery of a security or
other item of investment property in definitive, certificated form shall be made
to the Custodian. With respect to Portfolio Securities that shall be delivered
through a Relevant System in book entry form and credited to or otherwise held
in a securities account, Seller shall take such actions necessary to provide
instruction to the relevant financial institution or other entity, which
instruction shall be sufficient if complied with to register the transfer of
Portfolio Securities from Seller to Buyer or its designee. In connection with
any account to which the Portfolio Securities are credited or otherwise held,
Seller shall execute and deliver such other and further documents or instruments
necessary, in the reasonable opinion of Buyer, to effect a legally valid
transfer to Buyer hereunder. Any account to which the Portfolio Securities are
credited or otherwise held shall be designated in accordance with the Custodial
Agreement or such variation thereon as Buyer may direct. Any delivery of a
Portfolio Security in accordance with this paragraph, or any other method
acceptable to Buyer, shall be sufficient to cause Buyer to be the "entitlement
holder" (as defined in Section 8-102(a)(7) of the UCC) with respect to the
Portfolio Securities and, if the Transaction is recharacterized as a secured
financing, to have a perfected first priority security interest therein. No
Portfolio Securities, whether certificated or uncertificated, shall remain in
the name, or possession, of Seller or any of its agents or in any securities
account in the name of Seller or any of its agents.

        (d)     As a condition to Buyer's purchase of any Purchased Loans
involving any Securities, Seller shall deliver to Buyer on or prior to the
Purchase Date with respect to such Securities:

                        (A) one or more officer's certificates with respect to
        the completeness of the documents delivered and one or more opinions of
        counsel as may be reasonably requested by Buyer,

                        (B) an instruction letter from Seller to the issuer of
        and/or trustee in respect of the Securities, as applicable, instructing
        the issuer and/or trustee, as applicable, to remit all sums required to
        be remitted to the holder of such Securities to the Depository or as
        otherwise directed in a written notice signed by Seller and Buyer, and

                        (C) any other documents or instruments necessary in the
        reasonable opinion of Buyer to consummate the transfer of such
        Securities to Buyer or, if such

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<PAGE>

        Transaction is recharacterized as a secured financing, to create and
        perfect in favor of Buyer a valid perfected first priority security
        interest in such Securities.

        (e)     On or before each Purchase Date, Seller shall deliver or cause
to be delivered to Buyer or its designee the Custodial Delivery in the form
attached hereto as Exhibit IV. In connection with each sale, transfer,
conveyance and assignment of a Purchased Loan, on or prior to each Purchase Date
with respect to such Purchased Loan, Seller shall deliver or cause to be
delivered and released to the Custodian the following original documents
(collectively, the "Purchased Loan File"), pertaining to each of the Purchased
Loans identified in the Custodial Delivery delivered therewith:

                With respect to each Purchased Loan which is a Whole Loan:

                (i)     The original Mortgage Note bearing all intervening
        indorsements, indorsed "Pay to the order of _______________without
        recourse" and signed in the name of the last Indorsee (the "Last
        Indorsee") by an authorized Person (in the event that the Purchased Loan
        was acquired by the Last Indorsee in a merger, the signature must be in
        the following form: "[Last Indorsee], successor by merger to [name of
        predecessor]"; in the event that the Purchased Loan was acquired or
        originated by the Last Indorsee while doing business under another name,
        the signature must be in the following form: "[Last Indorsee], formerly
        known as [previous name]").

                (ii)    The original of any guarantee executed in connection
        with the Mortgage Note (if any).

                (iii)   The original Mortgage with evidence of recording
        thereon, or a copy thereof together with an officer's certificate of
        Seller certifying that such represents a true and correct copy of the
        original and that such original has been submitted for recordation in
        the appropriate governmental recording office of the jurisdiction where
        the Mortgaged Property is located.

                (iv)    The originals of all assumption, modification,
        consolidation or extension agreements with evidence of recording
        thereon, or copies thereof together with an officer's certificate of
        Seller certifying that such represent true and correct copies of the
        originals and that such originals have each been submitted for
        recordation in the appropriate governmental recording office of the
        jurisdiction where the Mortgaged Property is located.

                (v)     The original Assignment of Mortgage to Buyer or its
        designee, or in blank, as Buyer requires, for each Purchased Loan
        evidenced by a Mortgage Note secured by a Mortgage, in form and
        substance acceptable for recording and signed in the name of the Last
        Indorsee (in the event that such Purchased Loan was acquired by the Last
        Indorsee in a merger, the signature must be in the following form:
        "[Last Indorsee], successor by merger to [name of predecessor]"; in the
        event that such Purchased Loan was acquired or originated while doing
        business under another name, the signature must be in the following
        form: "[Last Indorsee], formerly known as [previous name]").

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<PAGE>

                (vi)    The originals of all intervening assignments of mortgage
        with evidence of recording thereon, or copies thereof together with an
        officer's certificate of Seller certifying that such represent true and
        correct copies of the originals and that such originals have each been
        submitted for recordation in the appropriate governmental recording
        office of the jurisdiction where the Mortgaged Property is located.

                (vii)   The original attorney's opinion of title and abstract of
        title or the original mortgagee title insurance policy, or if the
        original mortgagee title insurance policy has not been issued, the
        irrevocable marked commitment to issue the same.

                (viii)  The original of any security agreement, chattel mortgage
        or equivalent document executed in connection with the Purchased Loan.

                (ix)    The original assignment of leases and rents, if any,
        with evidence of recording thereon, or a copy thereof together with an
        officer's certificate of Seller, certifying that such copy represents a
        true and correct copy of the original that has been submitted for
        recordation in the appropriate governmental recording office of the
        jurisdiction where the Mortgaged Property is located.

                (x)     The originals of all intervening assignments of
        assignment of leases and rents, if any, or copies thereof, with evidence
        of recording thereon.

                (xi)    A copy of the UCC-1 financing statements, certified as
        true and correct by Seller, and all necessary UCC-3 continuation
        statements with evidence of filing thereon or copies thereof certified
        by Seller to have been sent for filing, and UCC-3 assignments from
        Seller to Buyer or its designee, which UCC-3 assignments shall be in
        form and substance acceptable for filing.

                (xii)   An environmental indemnity agreement (if any).

                (xiii)  An omnibus assignment in blank (if any).

                (xiv)   A disbursement letter from the Mortgagor to the original
        mortgagee (if any).

                (xv)    Mortgagor's certificate or title affidavit (if any).

                (xvi)   A survey of the Mortgaged Property (if any) as accepted
        by the title company for issuance of the Title Policy.

                (xvii)  A copy of the Mortgagor's opinion of counsel (if any).

                (xviii) An assignment of permits, contracts and agreements (if
        any).

                (xix)   An assignment of any interest rate cap agreement or
        other interest rate protection agreement entered into by the Mortgagor
        or its affiliates, with the counterparty's written consent to such
        assignment and agreement not to amend or modify

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<PAGE>

        the underlying cap or other interest rate protection agreement and to
        make all payments thereunder to Buyer as assignee.

                (xx)    A copy of the fully executed Intercreditor Agreement.

                (xxi)   A copy of any estoppel letter from the Mortgagor.

                (xxii)  A copy of the Purchase Agreement.

                (xxiii) Any other documents or instruments necessary in the
        reasonable opinion of Buyer to consummate the sale of such Purchased
        Loan to Buyer or required to be delivered under this Agreement or, if
        such Transaction is recharacterized as a secured financing, to create
        and perfect in favor of Buyer a valid perfected first priority security
        interest in such Purchased Loan.

        With respect to each Purchased Loan which is a Mezzanine Loan:

                (i)     The original Mezzanine Note signed in connection with
        the Purchased Loan bearing all intervening indorsements, endorsed "Pay
        to the order of _______________ without recourse" and signed in the name
        of the Last Indorsee by an authorized Person (in the event that the
        Mezzanine Note was acquired by the Last Indorsee in a merger, the
        signature must be in the following form: "[Last Indorsee], successor by
        merger to [name of predecessor]"; in the event that the Purchased Loan
        was acquired or originated by the Last Indorsee while doing business
        under another name, the signature must be in the following form: "[Last
        Indorsee], formerly known as [previous name]").

                (ii)    The original of the loan agreement and the guarantee, if
        any, executed in connection with the Purchased Loan.

                (iii)   The original intercreditor or loan coordination
        agreement, if any, executed in connection with the Purchased Loan.

                (iv)    The original security agreement executed in connection
        with the Purchased Loan.

                (v)     Copies of all documents relating to the formation and
        organization of the borrower of such Purchased Loan, together with all
        consents and resolutions delivered in connection with such borrower's
        obtaining the Purchased Loan.

                (vi)    All other documents and instruments evidencing,
        guaranteeing, insuring or otherwise constituting or modifying or
        otherwise affecting such Purchased Loan, or otherwise executed or
        delivered in connection with, or otherwise relating to, such Purchased
        Loan, including all documents establishing or implementing any lockbox
        pursuant to which Seller is entitled to receive any payments from cash
        flow of the underlying real property.

                (vii)   The assignment of Purchased Loan sufficient to transfer
        to Buyer all of Seller's rights, title and interest in and to the
        Purchased Loan.

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<PAGE>

                (viii)  A copy of the borrower's opinion of counsel (if any).

                (ix)    A copy of the UCC-1 financing statements, certified as
        true and correct by Seller, and all necessary UCC-3 continuation
        statements with evidence of filing thereon or copies thereof certified
        by Seller to have been sent for filing, and UCC-3 assignments from
        Seller to Buyer or its designee, which UCC-3 assignments shall be in
        form and substance acceptable for filing.

                (x)     The pledge agreement and original certificates
        representing the pledged equity interests (if any).

                (xi)    Stock powers relating to each pledged equity interest,
        executed in blank, if an original stock certificate is provided.

                (xii)   Assignment of any management agreements, agreements
        among equity interest holders or other material contracts.

                (xiii)  If no original stock certificate is provided, evidence
        satisfactory to Buyer that the pledged ownership interests have been
        transferred to, or otherwise made subject to a first priority security
        interest in favor of, Seller.

                (xiv)   Copies of all loan documents and related closing
        documents pertaining to the closing of the senior indebtedness incurred
        or owed by the owner of the real property with respect to which the
        borrower of the Mezzanine Loan has pledged its ownership interests,
        whether directly or indirectly through intermediate entities, including
        without limitation the organizational documents of such owner, with an
        officer's certificate of Seller certifying that such documents represent
        true and correct copies of the originals.

                (xv)    An assignment of any interest rate cap agreement or
        other interest rate protection agreement entered into by the borrower
        under the Purchased Loan or its affiliates with respect to the Purchased
        Loan, with the counterparty's written consent to such assignment and
        agreement not to amend or modify the underlying cap or other interest
        rate protection agreement and to make all payments thereunder to Buyer
        as assignee.

                (xvi)   An original servicing agreement, if any, executed in
        connection with the Purchased Loan.

                (xvii)  A copy of the Purchase Agreement.

                (xviii) A copy of the borrower's fee title insurance policy in
        respect of the mezzanine loan and a certified copy of the related
        survey.

                (xix)   Any other documents or instruments necessary in the
        reasonable opinion of Buyer to consummate the sale of such Purchased
        Loan to Buyer or required to be delivered under this Agreement or, if
        such Transaction is recharacterized as a secured financing, to create
        and perfect in favor of Buyer a valid perfected first priority security
        interest in such Purchased Loan.

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<PAGE>

        With respect to each Purchased Loan which is a Junior Participation
Interest (including a junior or "B" note):

                (i)     Original counterparts, if available, and otherwise
        certified copies of all of the documents described above with respect to
        a Purchased Loan which is a Whole Loan.

                (ii)    The original of any participation agreement,
        participation certificate, intercreditor agreement and/or servicing
        agreement executed in connection with the Purchased Loan.

                (iii)   Copies of all loan documents and related closing
        documents pertaining to the closing of the senior indebtedness incurred
        or owed by the owner of the real property, including without limitation
        the organizational documents of such owner.

        With respect to each Purchased Loan which is of the type described in
clause (iv) of the definition of Eligible Loan, any of the documentation
referred to above in this Section 7(b) of Annex I which is determined by Buyer
to be necessary to effectuate the sale, transfer, conveyance and assignment of
such Purchased Loan.

        In addition, with respect to each Purchased Loan, Seller shall deliver
an instruction letter from Seller to either the Mortgagor or the borrower under
such Purchased Loan or the servicer with respect to such Purchased Loan,
instructing the Mortgagor, the borrower or the servicer, as applicable, to remit
all sums required to be remitted to the holder of such Purchased Loan under the
loan documents to the Depository for deposit in the Cash Management Account or
as otherwise directed in a written notice signed by Seller and Buyer, if Buyer
so requires.

        From time to time, Seller shall forward to the Custodian additional
original documents or additional documents evidencing any assumption,
modification, consolidation or extension of a Purchased Loan approved in
accordance with the terms of the Agreement, and upon receipt of any such other
documents, the Custodian shall hold such other documents as Buyer shall request
from time to time. With respect to any documents which have been delivered or
are being delivered to recording offices for recording and have not been
returned to Seller in time to permit their delivery hereunder at the time
required, in lieu of delivering such original documents, Seller shall deliver to
Buyer a true copy thereof with an officer's certificate certifying that such
copy is a true, correct and complete copy of the original, which has been
transmitted for recordation. Seller shall deliver such original documents to the
Custodian promptly when they are received. With respect to all of the Purchased
Loans delivered by Seller to Buyer or its designee (including the Custodian),
Seller shall execute an omnibus power of attorney substantially in the form of
Exhibit V attached hereto irrevocably appointing Buyer its attorney-in-fact with
full power to (i) complete and record the Assignment of Mortgage, (ii) complete
the endorsement of the Mortgage Note or Mezzanine Note and (iii) take such other
steps as may be necessary or desirable to enforce Buyer's rights against such
Purchased Loans and the related Purchased Loan Files and the Servicing Records,
Buyer shall deposit the Purchased Loan Files representing the Purchased Loans,
or direct that the Purchased Loan Files be deposited directly, with the
Custodian. The Purchased Loan Files shall be maintained in accordance with the
Custodial Agreement. Any Purchased Loan Files not delivered to Buyer or its
designee (including the Custodian) are and shall be held in trust by Seller or
its designee for the benefit of

                                       41

<PAGE>

Buyer as the owner thereof. Seller or its designee shall maintain a copy of the
Purchased Loan File and the originals of the Purchased Loan File not delivered
to Buyer or its designee. The possession of the Purchased Loan File by Seller or
its designee is at the will of Buyer for the sole purpose of servicing the
related Purchased Loan, and such retention and possession by Seller or its
designee is in a custodial capacity only. The books and records (including,
without limitation, any computer records or tapes) of Seller or its designee
shall be marked appropriately to reflect clearly the sale of the related
Purchased Loan to Buyer. Seller or its designee (including the Custodian) shall
release its custody of the Purchased Loan File only in accordance with written
instructions from Buyer, unless such release is required as incidental to the
servicing of the Purchased Loans or is in connection with a repurchase of any
Purchased Loan by Seller.

        (f)     In the event that any portion of the Portfolio Collateral
consists of or is secured by a letter of credit, Seller shall promptly, and in
any event within two (2) Business Days after becoming a beneficiary thereunder,
notify Buyer thereof and enter into a tri-party agreement with Buyer and the
issuer and/or confirming bank with respect to the "letter-of-credit rights"
(within the meaning of the UCC) assigning such letter-of-credit rights to Buyer
and directing all payments thereunder to the Cash Management Account, all in
form and substance satisfactory to Buyer. In the event that any portion of the
Portfolio Collateral consists of "electronic chattel paper" (within the meaning
of the UCC) or "transferable records" (within the meaning of the Uniform
Electronic Transactions Act and the Electronic Signatures in Global and National
Commerce Act), Seller shall take all steps necessary to grant Buyer control
thereof.

8.      SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS

        The provisions of Paragraph 8 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 8:

        (a)     Title to all Purchased Loans shall pass to Buyer on the
applicable Purchase Date subject to the terms and conditions of the Agreement,
and Buyer shall have free and unrestricted use of all Purchased Loans. Nothing
in the Agreement or any other Transaction Document shall preclude Buyer from
engaging in repurchase transactions with the Purchased Loans or otherwise
selling, transferring, pledging, repledging, hypothecating, or rehypothecating
the Purchased Loans, but no such transaction shall relieve Buyer of its
obligations to transfer the Purchased Loans to Seller pursuant to Section 3 of
this Annex I or of Buyer's obligation to credit or pay Income to, or apply
Income to the obligations of, Seller pursuant to Section 5 hereof.

        (b)     Nothing contained in the Agreement or any other Transaction
Document shall obligate Buyer to segregate any Purchased Loans delivered to
Buyer by Seller. Notwithstanding anything to the contrary in the Agreement or
any other Transaction Document, no Purchased Loan shall remain in the custody of
Seller or an Affiliate of Seller.

9.      SUBSTITUTION

        (a)     Paragraph 9 of the Agreement ("Substitution") is hereby deleted
in its entirety.

10.     REPRESENTATIONS

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<PAGE>

        (a)     In addition to the representations and warranties appearing in
Section 13 of this Annex 1 and elsewhere in the Agreement, Seller represents and
warrants to Buyer that as of the Purchase Date for the purchase of any Purchased
Loans by Buyer from Seller and any Transaction thereunder and as of the date of
the Agreement and at all times while the Agreement and any Transaction
thereunder is in full force and effect:

                (i)     Organization. Seller is duly organized, validly existing
        and in good standing under the laws and regulations of the state of
        Seller's organization and is duly licensed, qualified, and in good
        standing in every state where such licensing or qualification is
        necessary for the transaction of Seller's business. Seller has the power
        to own and hold the assets it purports to own and hold, and to carry on
        its business as now being conducted and proposed to be conducted, and
        has the power to execute, deliver, and perform its obligations under the
        Agreement and the other Transaction Documents.

                (ii)    Due Execution; Enforceability. The Transaction Documents
        have been duly executed and delivered by Seller, for good and valuable
        consideration. The Transaction Documents constitute the legal, valid and
        binding obligations of Seller, enforceable against Seller in accordance
        with their respective terms subject to bankruptcy, insolvency, and other
        limitations on creditors' rights generally and to equitable principles.

                (iii)   Non-Contravention. Neither the execution and delivery
        of the Transaction Documents, nor consummation by Seller of the
        transactions contemplated by the Transaction Documents (or any of them),
        nor compliance by Seller with the terms, conditions and provisions of
        the Transaction Documents (or any of them) will conflict with or result
        in a breach of any of the terms, conditions or provisions of (i) the
        formation, organizational or other governing documents of Seller, (ii)
        any contractual obligation to which Seller is now a party or the rights
        under which have been assigned to Seller or the obligations under which
        have been assumed by Seller or to which the assets of Seller are subject
        or constitute a default thereunder, or result thereunder in the creation
        or imposition of any lien upon any of the assets of Seller, other than
        pursuant to the Transaction Documents, (iii) any judgment or order,
        writ, injunction, decree or demand of any court applicable to Seller, or
        (iv) any applicable Requirement of Law. Seller has all necessary
        licenses, permits and other consents from Governmental Authorities
        necessary to acquire, own and sell the Portfolio Collateral and for the
        performance of its obligations under the Transaction Documents.

                (iv)    Litigation: Requirements of Law. There is no action,
        suit, proceeding, investigation, or arbitration pending or, to the best
        knowledge of Seller, threatened against Seller, the Sponsor or any of
        their respective assets, nor is there any action, suit, proceeding,
        investigation, or arbitration pending or threatened against the Sponsor
        which may result in any material adverse change in the business,
        operations, financial condition, properties, or assets of Seller or the
        Sponsor, or which may have an adverse effect on the validity of the
        Transaction Documents or the Purchased Loans or any action taken or to
        be taken

                                       43

<PAGE>

        in connection with the obligations of Seller under any of the
        Transaction Documents. Seller is in compliance in all material respects
        with all Requirements of Law. Neither Seller nor the Sponsor is in
        default in any material respect with respect to any judgment, order,
        writ, injunction, decree, rule or regulation of any arbitrator or
        Governmental Authority.

                (v)     No Broker. Seller has not dealt with any broker,
        investment banker, agent, or other Person (other than Buyer or an
        Affiliate of Buyer) who may be entitled to any commission or
        compensation in connection with the sale of Purchased Loans pursuant to
        any of the Transaction Documents.

                (vi)    Good Title to Purchased Loans. Immediately prior to the
        purchase of any Purchased Loans by Buyer from Seller, such Purchased
        Loans are free and clear of any lien, encumbrance or impediment to
        transfer (including any "adverse claim" as defined in Section
        8-102(a)(1) of the UCC), and Seller is the record and beneficial owner
        of and has good and marketable title to and the right to sell and
        transfer such Purchased Loans to Buyer and, upon transfer of such
        Purchased Loans to Buyer, Buyer shall be the owner of such Purchased
        Loans free of any adverse claim. In the event the related Transaction is
        recharacterized as a secured financing of the Purchased Loans, the
        provisions of the Agreement are effective to create in favor of Buyer a
        valid security interest in all rights, title and interest of Seller in,
        to and under the Collateral and Buyer shall have a valid, perfected
        first priority security interest in the Purchased Loans (and without
        limitation on the foregoing, Buyer, as entitlement holder, shall have a
        "security entitlement" to the Portfolio Securities).

                (vii)   No Default. No Default or Event of Default exists under
        or with respect to the Transaction Documents.

                (viii)  Representations and Warranties Regarding Purchased
        Loans; Delivery of Purchased Loan File. Seller represents and warrants
        to Buyer that each Purchased Loan sold hereunder and each pool of
        Purchased Loans sold in a Transaction hereunder, as of each Purchase
        Date for a Transaction conform to the applicable representations and
        warranties set forth in Exhibit VI attached hereto, except (a) as
        disclosed to Buyer in writing prior to the related Purchase Date for the
        Transaction in which such Purchased Loan is purchased by Buyer, and (b)
        for Greenwich Transactions, any matters arising from Buyer's origination
        and administration of the Purchased Loan prior to the Original Purchase
        Date. It is understood and agreed that the representations and
        warranties set forth in Exhibit VI hereto, if any, shall survive
        delivery of the respective Purchased Loan File to Buyer or its designee
        (including the Custodian). With respect to each Purchased Loan, the
        Mortgage Note or Mezzanine Note, the Mortgage (if any), the Assignment
        of Mortgage (if any) and any other documents required to be delivered
        under the Agreement and the Custodial Agreement for such Purchased Loan
        have been delivered to Buyer or the Custodian on its behalf. Seller or
        its designee is in possession of a complete, true and accurate Purchased
        Loan File

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<PAGE>

        with respect to each Purchased Loan, except for such documents the
        originals of which have been delivered to the Custodian.

                (ix)    Adequate Capitalization: No Fraudulent Transfer. Seller
        has, as of such Purchase Date, adequate capital for the normal
        obligations reasonably foreseeable in a business of its size and
        character and in light of its contemplated business operations. Seller
        is generally able to pay, and as of the date hereof is paying, its debts
        as they come due. Seller has not become, or is presently, financially
        insolvent nor will Seller be made insolvent by virtue of Seller's
        execution of or performance under any of the Transaction Documents
        within the meaning of the bankruptcy laws or the insolvency laws of any
        jurisdiction. Seller has not entered into any Transaction Document or
        any Transaction pursuant thereto in contemplation of insolvency or with
        intent to hinder, delay or defraud any creditor.

                (x)     Consents. No consent, approval or other action of, or
        filing by Seller with, any Governmental Authority or any other Person is
        required to authorize, or is otherwise required in connection with, the
        execution, delivery and performance of any of the Transaction Documents
        (other than consents, approvals and filings that have been obtained or
        made, as applicable).

                (xi)    Ownership. Seller does not have any stockholders,
        partner, members or other holders of ownership interests other than
        entities owned directly or indirectly by the Sponsor. Set forth on
        Exhibit IX attached hereto is a true, complete and correct ownership
        chart for the Seller and Sponsor.

                (xii)   Organizational Documents. Seller has delivered to Buyer
        true, correct and complete copies of its formation, organizational and
        other governing documents, and of the Credit Agreement, together with
        all amendments thereto.

                (xiii)  No Encumbrances. There are (i) no outstanding rights,
        options, warrants or agreements on the part of Seller for a purchase,
        sale or issuance, in connection with the Purchased Loans, (ii) no
        agreements on the part of Seller to issue, sell or distribute the
        Purchased Loans, and (iii) no obligations on the part of Seller
        (contingent or otherwise) to purchase, redeem or otherwise acquire any
        securities or any interest therein or to pay any dividend or make any
        distribution in respect of the Portfolio Securities.

                (xiv)   Federal Regulations. Seller is not (A) an "investment
        company," or a company "controlled by an investment company," within the
        meaning of the Investment Company Act of 1940, as amended, or (B) a
        "holding company," or a "subsidiary company of a holding company," or an
        "affiliate" of either a "holding company" or a "subsidiary company of a
        holding company," as such terms are defined in the Public Utility
        Holding Company Act of 1935, as amended.

                (xv)    Taxes. Seller has filed or caused to be filed all tax
        returns which to the knowledge of Seller would be delinquent if they had
        not been filed on or

                                       45

<PAGE>

        before the date hereof and has paid all taxes shown to be due and
        payable on or before the date hereof on such returns or on any
        assessments made against it or any of its property and all other taxes,
        fees or other charges imposed on it and any of its assets by any
        Governmental Authority; no tax liens have been filed against any of
        Seller's assets and, to Seller's knowledge, no claims are being asserted
        with respect to any such taxes, fees or other charges.

                        (xvi)   ERISA. Seller does not have any Plans or any
        ERISA Affiliates and makes no contributions to any Plans or any
        Multiemployer Plans.

                        (xvii)  Judgments/Bankruptcy. Except as disclosed in
        writing to Buyer, there are no judgments against Seller or the Sponsor
        unsatisfied of record or docketed in any court located in the United
        States of America and no Act of Insolvency has ever occurred with
        respect to Seller or the Sponsor.

                        (xviii) Full and Accurate Disclosure. No information
        contained in the Transaction Documents, or any written statement
        furnished by or on behalf of Seller pursuant to the terms of the
        Transaction Documents, contains any untrue statement of a material fact
        or omits to state a material fact necessary to make the statements
        contained herein or therein not misleading in light of the circumstances
        under which they were made.

                        (xix)   Financial Information. All financial data
        concerning Seller and the Purchased Loans that has been delivered by or
        on behalf of Seller to Buyer is true, complete and correct in all
        material respects and has been prepared in accordance with GAAP. Since
        the delivery of such data, except as otherwise disclosed in writing to
        Buyer, there has been no change in the financial position of Seller or
        the Purchased Loans, or in the results of operations of Seller, which
        change is reasonably likely to have in a material adverse effect on
        Seller.

                        (xx)    Selection Process. The Purchased Loans were
        selected from among the outstanding Portfolio Collateral owned by the
        Sponsor and its Affiliates as to which the representations and
        warranties set forth in the Agreement could be made and such selection
        was not made in a manner so as to affect adversely the interests of
        Buyer.

                        (xxi)   Chief Executive Office. On the date of the
        Agreement, Seller's chief executive office and principal place of
        business is located at c/o LNR Property Corporation, 1601 Washington
        Avenue, Suite 800, Miami Beach, Florida 33139. The location where Seller
        keeps its books and records, including all computer tapes and records
        relating to the Collateral is its chief executive office.

        (b)     On the Purchase Date for any Transaction, Seller shall be deemed
to have made all of the representations set forth in Section 10(a) of this Annex
I as of such Purchase Date.

11.     NEGATIVE COVENANTS OF SELLER

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<PAGE>

        On and as of the date hereof and each Purchase Date and until the
Agreement and this Annex I are no longer in force with respect to any
Transaction, Seller shall not without the prior written consent of Buyer:

        (a)     take any action which would directly or indirectly impair or
adversely affect Buyer's title to the Purchased Loans;

        (b)     transfer, assign, convey, grant, bargain, sell, set over,
deliver or otherwise dispose of, or pledge or hypothecate, directly or
indirectly, any interest in the Purchased Loans (or any of them) to any Person
other than Buyer, or engage in repurchase transactions or similar transactions
with respect to the Purchased Loans (or any of them) with any Person other than
Buyer;

        (c)     create, incur or permit to exist any lien, encumbrance or
security interest in or on the Purchased Loans, except as described in Paragraph
6 of the Agreement;

        (d)     create, incur or permit to exist any lien, encumbrance or
security interest in or on any of the other Collateral subject to the security
interest granted by Seller pursuant to Paragraph 6 of the Agreement;

        (e)     modify or terminate any of the organizational documents of
Seller;

        (f)     consent or assent to any amendment or supplement to, or
termination of, any note, loan agreement, mortgage or guaranty relating to the
Purchased Loans or other material agreement or instrument relating to the
Purchased Loans other than in accordance with Section 22 of this Annex I;

        (g)     admit any additional members, partners, shareholders or other
holders of ownership interest in Seller, or suffer or permit any pledge or
encumbrance of any membership or other ownership interest in Seller, other than
a pledge of the stock in Seller as security for the Sponsor's revolving credit
facility;

        (h) after the occurrence and during the continuation of any Default or
Event of Default, make any distribution, payment on account of, or set apart
assets for any equity or ownership interest of Seller, or for a sinking or other
analogous fund for the purchase, redemption, defeasance, retirement or other
acquisition of any equity or ownership interest of Seller, whether now or
hereafter outstanding, or make any other distribution in respect to any equity
or ownership interest of Seller, either directly or indirectly, whether in cash
or property or in obligations of Seller;

        (i)     file a financing statement, or an amendment or termination
statement with respect to a financing statement, except as approved by Buyer in
each instance; or

        (j)     dissolve or liquidate, in whole or in part, or consolidate or
merge with or into any other entity.

12.     AFFIRMATIVE COVENANTS OF SELLER

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<PAGE>

        (a)     Seller shall promptly notify Buyer of any material adverse
change in its business operations and/or financial condition; provided, however,
that nothing in this Section 12 shall relieve Seller of its obligations under
the Agreement.

        (b)     Seller shall provide Buyer with copies of such documents as
Buyer may request evidencing the truthfulness of the representations set forth
in Section 10.

        (c)     Seller (1) shall defend the right, title and interest of Buyer
in and to the Collateral against, and take such other action as is necessary to
remove, the Liens, security interests, claims and demands of all Persons (other
than security interests by or through Buyer) and (2) shall, at Buyer's request,
take all action reasonably necessary to ensure that Buyer will have a first
priority security interest in the Purchased Loans in the event such Transactions
are recharacterized as secured financings.

        (d)     Seller shall notify Buyer and the Depository of the occurrence
of any Default or Event of Default with respect to Seller as soon as possible
but in no event later than the second (2nd) Business Day after obtaining actual
knowledge of such event.

        (e)     Seller shall promptly (and in any event not later than two (2)
Business Days following receipt) deliver to Buyer any information with respect
to the Portfolio Collateral as may be reasonably requested by Buyer from time to
time.

        (f)     Seller will permit Buyer or its designated representative to
inspect Seller's records with respect to the Collateral and the conduct and
operation of its business related thereto upon reasonable prior written notice
from Buyer or its designated representative, at such reasonable times and with
reasonable frequency, and to make copies of extracts of any and all thereof;
provided, however, that Seller shall only bear the cost of one such inspection
per year of the term of the Agreement.

        (g)     If Seller shall at any time become entitled to receive or shall
receive any rights, whether in addition to, in substitution of, as a conversion
of, or in exchange for the Portfolio Securities, or otherwise in respect
thereof, Seller shall accept the same as Buyer's agent, hold the same in trust
for Buyer and deliver the same forthwith to Buyer in the exact form received,
duly endorsed by Seller to Buyer, if required, together with an undated bond
power covering such certificate duly executed in blank to be held by Buyer
hereunder as additional collateral security for the Transactions. If any sums of
money or property so paid or distributed in respect of the Purchased Loans shall
be received by Seller, to the extent otherwise required by the Agreement, Seller
shall, until such money or property is paid or delivered to Buyer, hold such
money or property in trust for Buyer, segregated from other funds of Seller, as
additional collateral security for the Transactions.

        (h)     At any time from time to time upon request of Buyer, at the sole
expense of Seller, Seller will promptly and duly execute and deliver such
further instruments and documents and take such further actions as Buyer may
reasonably request for the purposes of obtaining or preserving the full benefits
of the Agreement including the first priority security interest granted
hereunder and of the rights and powers herein granted (including, among other
things, filing such Uniform Commercial Code financing statements as Buyer may
reasonably request). If any

                                       48

<PAGE>

amount payable under or in connection with any of the Collateral shall be or
become evidenced by any promissory note, other instrument, negotiable document,
certificated security or chattel paper, such note, instrument, document,
security or chattel paper shall be immediately delivered to Buyer, duly endorsed
in a manner satisfactory to Buyer, to be held as Collateral pursuant to the
Agreement, and the documents delivered in connection herewith. Seller hereby
irrevocably authorizes Buyer at any time and from time to time to file in any
filing office in any jurisdiction any initial financing statements and
amendments thereto that (1) indicate the Collateral (i) as all assets of Seller
or words of similar effect, regardless of whether any particular asset comprised
in the Collateral falls within the scope of Article 9 of the UCC or such
jurisdiction, or (ii) as being of an equal or lesser scope or with greater
detail, and (2) contain any other information required by part 5 of Article 9 of
the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether Seller is an organization, the
type of organization and any organization identification number issued to
Seller, and (ii) in the case of a financing statement filed as a fixture filing
or indicating Collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which the Collateral relates. Seller
agrees to furnish any such information to Buyer promptly upon request. Seller
also ratifies its authorization for Buyer to have filed in any jurisdiction any
initial financing statements or amendments thereto if filed prior to the date
hereof.

        (i)     Seller shall provide Buyer with the following financial and
reporting information:

                        (i)     As soon as available and in any event within the
                earlier of (a) 3 Business Days after Sponsor files its Form 10-Q
                with the SEC or (b) 60 days after the last day of each of the
                first three calendar quarters, Sponsor's unaudited consolidated
                statements of income and statements of changes in cash flow for
                such quarter and balance sheets as of the end of such quarter
                (accompanied by Sponsor's and Seller's calculations, with such
                supporting information as Buyer shall reasonably require, of
                Consolidated Total Indebtedness and Consolidated Tangible Net
                Worth) in each case presented fairly in accordance with GAAP and
                certified as being true and correct by an officer's certificate
                in the form attached hereto as Exhibit XI;

                        (ii)    As soon as available and in any event within the
                earlier of (a) 3 Business Days after Sponsor files its Form 10-K
                with the SEC or (b) 120 days after the last day of each calendar
                year, Sponsor's audited consolidated statements of income and
                statements of changes in cash flow for such year and balance
                sheets as of the end of such year presented fairly in accordance
                with GAAP, and accompanied, in all cases, by an unqualified
                report of a nationally recognized independent certified public
                accounting firm consented to by Buyer;

                        (iii)   Within 45 days after the last day of each
                calendar quarter, an officer's certificate in the form attached
                hereto as Exhibit XI from Seller addressed to Buyer certifying
                that, as of such calendar month, (x) Seller is in compliance
                with all of the terms, conditions and requirements of the
                Agreement, and (y) no Event of Default exists;

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                        (iv)    To the extent received from the Purchased Loan
                Borrower or Underlying Borrowers under the Purchased Loans (or
                otherwise coming within the possession or control of Seller or
                an Affiliate), within 45 days after the last day of each
                calendar quarter, any and all property level financial
                information with respect to the Purchased Loans that is in the
                possession or control of Seller or an Affiliate, or such other
                information as may be mutually determined and agreed upon in
                writing by both Buyer and Seller, including, without limitation,
                rent rolls and income statements; and

                        (v)     Within 15 days after each month end, a monthly
                reporting package containing all information set forth on
                Exhibit III attached hereto.

        (j)     Seller shall at all times comply in all material respects with
all laws, ordinances, rules and regulations of any federal, state, municipal or
other public authority having jurisdiction over Seller or any of its assets and
Seller shall do or cause to be done all things reasonably necessary to preserve
and maintain in full force and effect its legal existence, and all licenses
material to its business.

        (k)     Seller shall at all times keep proper books of records and
accounts in which full, true and correct entries shall be made of its
transactions in accordance with GAAP and set aside on its books from its
earnings for each fiscal year all such proper reserves in accordance with GAAP.

        (l)     Seller shall observe, perform and satisfy all the terms,
provisions, covenants and conditions required to be observed, performed or
satisfied by it, and shall pay when due all costs, fees and expenses required to
be paid by it, under the Transaction Documents. Seller shall pay and discharge
all taxes, levies, liens and other charges on its assets and on the Collateral
that, in each case, in any manner would create any lien or charge upon the
Collateral, except for any such taxes as are being appropriately contested in
good faith by appropriate proceedings diligently conducted and with respect to
which adequate reserves have been provided in accordance with GAAP.

        (m)     Seller will maintain records with respect to the Collateral and
the conduct and operation of its business with no less a degree of prudence than
if the Collateral were held by Seller for its own account and will furnish
Buyer, upon request by Buyer or its designated representative, with information
reasonably obtainable by Seller with respect to the Collateral and the conduct
and operation of its business.

        (n)     Seller shall provide Buyer with access to operating statements,
the occupancy status and other property level information, with respect to the
Mortgaged Properties, plus any such additional reports as Buyer may reasonably
request.

        (o)     Seller hereby covenants and agrees that all interest and
original issue discount received or accrued with respect to the Portfolio
Collateral shall be treated as portfolio interest within the meaning of Sections
871(h) and 881(c) of the Internal Revenue Code, as amended, and no amount will
be required to be deducted from any remittance on the Portfolio Collateral on
account of withholding tax or otherwise, [to be discussed]

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13.     SPECIAL PURPOSE ENTITY

        (a)     Seller hereby represents and warrants to Buyer, and covenants
with Buyer, that as of the date hereof and so long as any of the Transaction
Documents shall remain in effect:

        (b)     It is and shall remain solvent and pay its debts and liabilities
(including employment and overhead expenses), if any, from its own assets as the
same shall become due.

        (c)     It has complied and will comply with the provisions of its
Certificate of Incorporation (as hereinafter defined), bylaws and other
governing documents, as such documents may be amended from time to time.

        (d)     It will do all things necessary to observe corporate formalities
and to preserve its existence.

        (e)     It has maintained and will maintain all of its books, records,
financial statements and bank accounts separate from those of its Affiliates,
its shareholders and any other Person, (except to the extent consolidation is
required under GAAP principles consistently applied as in effect from time to
time or as a matter of law) and it will file its own tax returns (except to the
extent consolidation is required or permitted under applicable law).

        (f)     It is, and will at all times, hold itself out to the public as a
legal entity separate and distinct from any other entity (including any
Affiliate), correct any known misunderstanding regarding its status as a
separate entity, conduct business in its own name, and not hold itself out or
its Affiliates out as a division of the other.

        (g)     It has not owned and will not own any property or any other
assets other than the Purchased Loans, loans made to Sponsor as permitted under
this Agreement, cash and its interest under any associated Hedging.
Transactions, the Transaction Documents and any and all agreements and documents
relating to the Purchased Loans and any loan made to Sponsor as permitted
hereunder.

        (h)     It has not engaged and will not engage in any business except as
contemplated under Section 3 of the Certificate of Incorporation of Seller dated
March ___, 2003 ("Certificate of Incorporation").

        (i)     It has not entered into, and will not enter into, any contract
or agreement with any of its Affiliates except upon terms and conditions that
are intrinsically fair and substantially similar to those that would be
available on an arm's-length basis with Persons other than such Affiliate.

        (j)     It has not incurred and will not incur any indebtedness or
obligation, secured or unsecured, direct or indirect, absolute or contingent
(including guaranteeing any obligation), other than (A) obligations under the
Transaction Documents and any Hedging Transactions; (B) provided no Event of
Default exists, loans and advances from the Sponsor to Seller from time to time
(provided Sponsor enters into a subordination and standstill agreement
satisfactory to Buyer with respect thereto; the parties acknowledge and agree
that the form of subordination and standstill agreement attached hereto as
Exhibit XII is satisfactory); (C) customary

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<PAGE>

representations, warranties, indemnities and other agreements in connection with
the origination, acquisition, servicing, collection, enforcement, financing,
participation, securitization, sale or other disposition of the Purchased Loans
and any loan made to Sponsor as permitted under and in accordance with the terms
of this Agreement; (D) obligations under zoning and other governmental
regulations, rules, prohibitions and ordinance and proposed restrictions,
covenants, conditions, limitations, easements, rights-of-way and other matters
existing of public record or proposed to be recorded or filed in the future
governing or affecting mortgaged real property or that may otherwise require the
consent of or joinder by a mortgagee, and (E) unsecured trade payables, in an
aggregate amount not to exceed $200,000 at any one time outstanding, incurred in
the ordinary course of originating, acquiring, owning, servicing, collecting,
enforcing, financing, securitizing, selling and disposing of the Purchased
Loans; provided, however, that any such trade payables incurred by Seller shall
be paid within 90 days of the date incurred.

        (k)     It has not made and will not make any loans or advances to any
other Person, other (i) than Eligible Loans that are offered to become Purchased
Loans under the terms of this Agreement, and (ii) loans and advances to Sponsor
from time to time from excess cash flow otherwise available for distribution by
Seller to its shareholders, so long as no Event of Default exists, and shall not
acquire obligations or securities of any other Person other than Eligible Loans.

        (l)     It will maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations.

        (m)     It will not seek its dissolution, liquidation or winding up, in
whole or in part, or consent to any Change of Control or consolidate or merge
with any other Person.

        (n)     It will not commingle its funds and other assets with those of
any of its Affiliates or any other Person.

        (o)     It has maintained and will maintain its assets in such a manner
that it will not be costly or difficult to segregate, ascertain or identify its
individual assets from those of any of its Affiliates or any other Person.

        (p)     It has not held and will not hold itself out to be responsible
for the debts or obligations of any other Person.

        (q)     It shall not take, nor consent to its shareholder or any direct
or indirect parent thereof taking with respect to Seller, any of the following
actions: (i) dissolve or liquidate, in whole or in part; (ii) consolidate or
merge with or into any other entity or convey or transfer all or substantially
all of its properties and assets to any entity; (iii) institute any proceeding
to be adjudicated as bankrupt or insolvent, or consent to the institution of
bankruptcy or insolvency proceedings against it, or file a petition or answer or
consent seeking reorganization or relief under the Bankruptcy Code or consent to
the filing of any such petition or to the appointment of a receiver,
rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or
other similar official) of Seller or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, or make an assignment for
the benefit of creditors, or admit in writing its inability to pay its debts
generally as they become due, or take any action in furtherance of

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<PAGE>

any of the foregoing; (v) without the prior written consent of Buyer, which
consent shall not be unreasonably withheld, amend the provisions of Section 3 or
Section 9 of Seller's Certificate of Incorporation or fail to advise Buyer of
any other amendment to Seller's Certificate of Incorporation or the bylaws of
Seller or other governing documents of Seller; (vi) enter into any transaction
with an Affiliate not in the ordinary course of Seller's business; or (vii)
consent to its shareholder withdrawing as the sole equity owner of Seller.

        (r)     It has and shall have no liabilities, contingent or otherwise,
other than those permitted under this Agreement, under the terms of any Hedging
Transaction or any loan made to Seller by Sponsor as permitted hereunder and
those normal and incidental to the acquisition, origination, ownership,
management, servicing, administration, collection, enforcement, financing,
securitization, sale and disposition of the Purchased Loans and any loan made to
a Sponsor as permitted under this Agreement.

        (s)     It has conducted and shall conduct its business consistent in
all material respects with the requirements of Section 3 and Section 9 of the
Certificate of Incorporation.

        (t)     It shall not maintain any employees.

        (u)     Upon request by Buyer, it shall promptly amend its formation,
organizational and other governing documents to reflect the provisions of this
Section 13.

14.     EVENTS OF DEFAULT; REMEDIES

        Paragraph 11 of the Agreement is hereby deleted and replaced with the
following provisions of this Section 14 and the provisions of Section 15 of this
Annex I below:

        Each of the following shall constitute an "Event of Default" under the
Agreement and this Annex I:

                (i)     Either (A) the Transaction Documents shall for any
        reason not cause, or shall cease to cause, Buyer to be the owner free of
        any adverse claim of any of the Portfolio Collateral, or (B) if a
        Transaction is recharacterized as a secured financing, the Transaction
        Documents with respect to any Transaction shall for any reason cease to
        create a valid first priority security interest in favor of Buyer in any
        of the Purchased Loans;

                (ii)    in the event that the Buyer or any of its Affiliates is
        a party to any Hedging Transaction and a default or breach occurs
        thereunder on the part of Seller or any of its Affiliates which results
        in the early termination of such Hedging Transaction or otherwise is not
        cured within the cure period for such default or breach provided under
        the terms and conditions of such Hedging Transaction;

                (iii)   failure of Buyer to receive on any Remittance Date the
        accreted value of the Price Differential (less any amount of such Price
        Differential previously paid by Seller to Buyer) (including, without
        limitation, in the event the Income paid or distributed on or in respect
        of the Purchased Loans into the Cash Management Account is

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<PAGE>

        insufficient to make such payment and Seller does not make such payment
        or cause such payment to be made);

                (iv)    failure of Buyer to receive the Repurchase Price for any
        Purchased Loans on the date the same is due under the Agreement (whether
        on the Repurchase Date, Early Repurchase Date or otherwise as provided
        herein);

                (v)     failure of Seller to make any other payment (i.e., a
        payment of a type not specified in any other clause of this Section 14)
        owing to Buyer which has become due, whether by acceleration or
        otherwise under the terms of the Agreement which failure is not remedied
        within the applicable period (in the case of a failure pursuant to
        Paragraph 4) or five Business Days after written notice from Buyer to
        Seller (in the case of any other such failure);

                (vi)    any governmental, regulatory, or self-regulatory
        authority shall have taken any action to remove, limit, restrict,
        suspend or terminate the rights, privileges, or operations of Seller,
        which suspension has a material adverse effect on the financial
        condition or business operations of Seller, taken as a whole;

                (vii)   Buyer shall have determined, in the exercise of its good
        faith business judgment, (A) that there has been a material adverse
        change in the business, operations, corporate structure or financial
        condition, creditworthiness or prospects, taken as a whole, of either of
        Seller or Sponsor; (B) that Seller or Sponsor will not meet or has
        breached any of its obligations under any Transaction pursuant to any of
        the Transaction Documents; or (C) that a material adverse change in the
        financial or legal condition of Seller or Sponsor may occur due to the
        pendency or threatened pendency of a material legal action against
        Seller or Sponsor;

                (viii)  a Change of Control shall have occurred;

                (ix)    an Act of Insolvency shall have occurred with respect to
        Seller or Sponsor;

                (x)     any representation made by Seller to Buyer shall have
        been incorrect or untrue in any material respect when made or repeated
        or deemed to have been made or repeated;

                (xi)    Sponsor shall have defaulted or failed to perform under
        the Guaranty;

                (xii)   a final judgment or judgments by any competent court(s)
        in the United States of America for the payment of money in an aggregate
        amount (as to all such outstanding judgments) greater than $250,000 (in
        the case of Seller) or $5,000,000 (in the case of Sponsor) shall have
        been rendered against Seller or Sponsor, and remained undischarged or
        unpaid for a period of thirty (30) days, during which period execution
        of such judgment is not effectively stayed;

                (xiii)  if Seller shall breach or fail to perform any of the
        terms, covenants, obligations or conditions of the Agreement, other than
        as specifically otherwise referred to in this definition of "Event of
        Default", and such breach or failure to perform is not

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<PAGE>

        remedied within five (5) Business Days after notice thereof to Seller
        from Buyer or its successors or assigns or, as to any breach or failure
        to perform which by its nature cannot be remedied with the payment of
        money and which is capable of being cured within thirty (30) days after
        the occurrence such breach or failure but not within five (5) Business
        Days, such longer period of time as is reasonably necessary to
        effectuate a cure, not to exceed thirty (30) days after notice of such
        breach or failure is given to Seller by Buyer, so long as Seller is
        diligently acting to remedy such breach or failure during such period of
        cure;

                (xiv)   Buyer shall have determined, in the exercise of its good
        faith business judgment, that Seller's Differential Coverage Ratio is
        less than 1.50:1.00;

                (xv)    if the ratio of the Consolidated Total Indebtedness of
        Sponsor to the Consolidated Tangible Net Worth of Sponsor shall exceed
        the Maximum Leverage Ratio;

                (xvi)   if the Consolidated Tangible Net Worth of Sponsor shall
        at any time be less than the Minimum Net Worth Amount;

                (xvii)  Seller or Sponsor shall have defaulted or failed to
        perform under any other note, indenture, loan agreement, guaranty, swap
        agreement or any other contract, agreement or transaction to which it is
        a party, which default (A) involves the failure to pay a matured
        obligation or matured obligations aggregating (among all such matured
        obligations in excess of $250,000 (in the case of Seller) or $5,000,000
        (in the case of Sponsor), or (B) permits the acceleration of the
        maturity of obligations by any other party to or beneficiary of such
        note, indenture, loan agreement, guaranty, swap agreement or other
        contract agreement or transaction, or Seller or Sponsor shall breach any
        covenant or condition, shall fail to perform, admits its inability to
        perform or state its intention not to perform its obligations under any
        Transaction or in respect of any repurchase agreement, reverse
        repurchase agreement, securities contract or derivative transaction with
        any party.

15.     REMEDIES

        If an Event of Default shall occur and be continuing with respect to
Seller, the following rights and remedies shall be available to Buyer:

                (i)     At the option of Buyer, exercised by written notice to
        Seller (which option shall be deemed to have been exercised, even if no
        notice is given, immediately upon the occurrence of an Act of
        Insolvency), the Repurchase Date for each Transaction hereunder shall,
        if it has not already occurred, be deemed immediately to occur (the date
        on which such option is exercised or deemed to have been exercised being
        referred to hereinafter as the "Accelerated Repurchase Date")

                (ii)    If Buyer exercises or is deemed to have exercised the
        option referred to in Section 15(i) of this Annex I:

                        (A)     Seller's obligations hereunder to repurchase all
                                Purchased Loans shall become immediately due and
                                payable on and as of the Accelerated Repurchase
                                Date; and

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<PAGE>

                        (B)     to the extent permitted by applicable law, the
                                Repurchase Price with respect to each
                                Transaction (determined as of the Accelerated
                                Repurchase Date) shall be increased by the
                                aggregate amount obtained by daily application
                                of, on a 360 day per year basis for the actual
                                number of days during the period from and
                                including the Accelerated Repurchase Date to but
                                excluding the date of payment of the Repurchase
                                Price (as so increased), (x) the Pricing Rate
                                for such Transaction multiplied by (y) the
                                Repurchase Price for such Transaction (decreased
                                by (I) any amounts actually remitted to Buyer by
                                the Depository or Seller from time to time
                                pursuant to Section 5 of this Annex I and
                                applied to such Repurchase Price, and (II) any
                                amounts applied to the Repurchase Price pursuant
                                to Section 15(iii) of this Annex I); and (C) the
                                Custodian shall, upon the request of Buyer,
                                deliver to Buyer all instruments, certificates
                                and other documents than held by the Custodian
                                relating to the Purchased Loans,

                (iii)   Upon the occurrence of an Event of Default with respect
        to Seller, Buyer may (A) immediately sell, at a public or private sale
        at such price or prices as Buyer may deem satisfactory any or all of the
        Purchased Loans or (B) in its sole discretion elect, in lieu of selling
        all or a portion of such Purchased Loans, to give Seller credit for such
        Purchased Loans in an amount equal to the Market Value of such Purchased
        Loans against the aggregate unpaid Repurchase Price for such Purchased
        Loans and any other amounts owing by Seller under the Transaction
        Documents. The proceeds of any disposition of Purchased Loans effected
        pursuant to this Section 15(iii) shall be applied, (w) first, to the
        costs and expenses incurred by Buyer in connection with Seller's
        default; (x) second, to consequential damages, including, but not
        limited to, costs of cover and/or Hedging Transactions, if any; (y)
        third, to the Repurchase Price; and (z) fourth, to any other outstanding
        obligation of Seller to Buyer or its Affiliates.

                (iv)    The parties recognize that it may not be possible to
        purchase or sell all of the Purchased Loans on a particular Business
        Day, or in a transaction with the same purchaser, or in the same manner
        because the market for such Purchased Loans may not be liquid. In view
        of the nature of the Purchased Loans, the parties agree that liquidation
        of a Transaction or the Purchased Loans does not require a public
        purchase or sale and that a good faith private purchase or sale shall be
        deemed to have been made in a commercially reasonable manner.
        Accordingly, Buyer may elect, in its sole discretion, the time and
        manner of liquidating any Purchased Loans, and nothing contained herein
        shall (A) obligate Buyer to liquidate any Purchased Loans on the
        occurrence and during the continuance of an Event of Default or to
        liquidate all of the Purchased Loans in the same manner or on the same
        Business Day or (B) constitute a waiver of any right or remedy of Buyer.

                (v)     Seller shall be liable to Buyer for (A) the amount of
        all expenses, including reasonable legal fees and expenses, actually
        incurred by Buyer in connection with or as a consequence of an Event of
        Default with respect to Seller, (B) consequential damages, including,
        without limitation, all costs incurred in connection with covering

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<PAGE>

        transactions or Hedging Transactions, and (C) any other loss, damage,
        cost or expense directly arising or resulting from the occurrence of an
        Event of Default with respect to Seller.

                (vi)    Buyer shall have, in addition to its rights and remedies
        under the Transaction Documents, all of the rights and remedies provided
        by applicable federal, state, foreign, and local laws (including,
        without limitation, if the Transactions are recharacterized as secured
        financings, the rights and remedies of a secured party under the UCC, to
        the extent that the UCC is applicable, and the right to offset any
        mutual debt and claim), in equity, and under any other agreement between
        Buyer and Seller. Without limiting the generality of the foregoing,
        Buyer shall be entitled to set off the proceeds of the liquidation of
        the Purchased Loans against all of Seller's obligations to Buyer,
        whether or not such obligations are then due, without prejudice to
        Buyer's right to recover any deficiency.

                (vii)   Buyer may exercise any or all of the remedies available
        to Buyer immediately upon the occurrence of an Event of Default and at
        any time during the continuance thereof. All rights and remedies arising
        under the Transaction Documents, as amended from time to time, are
        cumulative and not exclusive of any other rights or remedies which Buyer
        may have.

                (viii)  Buyer may enforce its rights and remedies hereunder
        without prior judicial process or hearing, and Seller hereby expressly
        waives any defenses Seller might otherwise have to require Buyer to
        enforce its rights by judicial process. Seller also waives any defense
        Seller might otherwise have arising from the use of nonjudicial process,
        disposition of any or all of the Purchased Loans, or from any other
        election of remedies. Seller recognizes that nonjudicial remedies are
        consistent with the usages of the trade, are responsive to commercial
        necessity and are the result of a bargain at arm's length.

                (ix)    To the extent that applicable law imposes duties on
        Buyer to exercise remedies in a commercially reasonable manner, Seller
        acknowledges and agrees that it is not commercially unreasonable for
        Buyer (i) to fail to incur expenses reasonably deemed significant by
        Buyer to prepare Collateral for disposition or otherwise to complete raw
        material or work in process into finished goods or other finished
        products for disposition, (ii) to fail to obtain third party consents
        for access to Collateral to be disposed of, or to obtain or, if not
        required by other law, to fail to obtain governmental or third party
        consents for the collection or disposition of Collateral to be collected
        or disposed of, (iii) to fail to exercise collection remedies against
        Persons obligated on Collateral or to remove liens on or any adverse
        claims against Collateral, (iv) to exercise collection remedies against
        Persons obligated on Collateral directly or through the use of
        collection agencies and other collection specialists, (v) to advertise
        dispositions of Collateral through publications or media of general
        circulation, whether or not the Collateral is of a specialized nature,
        (vi) to contact other Persons, whether or not in the same business as
        Seller, for expressions of interest in acquiring all or any portion of
        such Collateral, (vii) to hire one or more professional auctioneers to
        assist in the disposition of Collateral, whether or not the Collateral
        is of a specialized nature, (viii) to dispose of Collateral by

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        utilizing internet sites that provide for the auction of assets of the
        types included in the Collateral or that have the reasonable capacity of
        doing so, or that match buyers and sellers of assets, (ix) to dispose of
        assets in wholesale rather than retail markets, (x) to disclaim
        disposition warranties, such as title, possession or quiet enjoyment,
        (xi) to purchase insurance or credit enhancements to insure Buyer
        against risks of loss, collection or disposition of Collateral or to
        provide to Buyer a guaranteed return from the collection or disposition
        of Collateral, or (xii) to the extent deemed appropriate by Buyer, to
        obtain the services of other brokers, investment bankers, consultants
        and other professionals to assist Buyer in the collection or disposition
        of any of the Collateral. Seller acknowledges that the purpose of this
        Section 15(ix) is to provide non-exhaustive indications of what actions
        or omissions by Buyer would not be commercially unreasonable in Buyer's
        exercise of remedies against the Collateral and that other actions or
        omissions by Buyer shall not be deemed commercially unreasonable solely
        on account of not being indicated in this Section 15(ix). Without
        limitation upon the foregoing, nothing contained in this Section 15(ix)
        shall be construed to grant any rights to Seller or to impose any duties
        on Buyer that would not have been granted or imposed by the Agreement or
        by applicable law in the absence of this Section 15(ix).

                (x)     Buyer shall not be required to make any demand upon, or
        pursue or exhaust any of its rights or remedies against, Seller, any
        other obligor, guarantor, pledgor or any other Person with respect to
        the payment of the obligations of Seller hereunder or to pursue or
        exhaust any of its rights or remedies with respect to any Collateral
        therefor or any direct or indirect guarantee thereof. Buyer shall not be
        required to marshal the Collateral or any guarantee of the obligations
        of Seller hereunder or to resort to the Collateral or any such guarantee
        in any particular order, and all of its rights hereunder or under any
        other document or instrument executed in connection herewith shall be
        cumulative. To the extent it may lawfully do so, Seller absolutely and
        irrevocably waives and relinquishes the benefit and advantage of, and
        covenants not to assert against Buyer, any valuation, stay,
        appraisement, extension, redemption or similar laws and any and all
        rights or defenses it may have as a surety now or hereafter existing
        which, but for this provision, might be applicable to the sale of any
        Collateral made under the judgment, order or decree of any court, or
        privately under the power of sale conferred by the Agreement, or
        otherwise.

                (xi)    Seller hereby appoints Buyer as attorney-in-fact of
        Seller for the purpose, after the occurrence and during the continuance
        of an Event of Default, of carrying out the provisions of the Agreement
        and taking any action and executing or endorsing any instruments that
        Buyer may deem necessary or advisable to accomplish the purposes hereof,
        which appointment as attorney-in-fact is irrevocable and coupled with an
        interest so long as any Transaction remains outstanding.

                (xii)   In addition to any rights and remedies of Buyer provided
        by the Agreement and by law, the Buyer shall have the right, without
        prior notice to Seller, any such notice being expressly waived by
        Seller, upon any amount becoming due and payable by Seller hereunder
        (whether at the stated maturity, by acceleration or otherwise) to
        set-off and appropriate and apply against such amount any and all
        deposits (general or special, time or demand, provisional or final), in
        any currency, and any other credits,

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<PAGE>

        indebtedness, liabilities or claims, in any currency, in each case
        whether direct or indirect, absolute or contingent, matured or
        unmatured, at any time held or owing by Buyer to or for the credit or
        the account of Seller, in which case the amount due by Buyer to or for
        the credit or the account of Seller will be discharged by Seller to the
        extent so set-off by Buyer.

16.     NOTICES AND OTHER COMMUNICATIONS

        The provisions of Paragraph 13 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 16:

        All notices, consents, approvals and requests required or permitted
hereunder shall be given in writing and shall be effective for all purposes if
hand delivered or sent by (a) hand delivery, with proof of attempted delivery,
(b) certified or registered United States mail, postage prepaid, (c) expedited
prepaid delivery service, either commercial or United States Postal Service,
with proof of attempted delivery, or (d) by telecopier (with answerback
acknowledged) provided that such telecopied notice must also be delivered by one
of the means set forth in (a), (b) or (c) above, to the address specified in
Annex II hereto or at such other address and person as shall be designated from
time to time by any party hereto, as the case may be, in a written notice to the
other parties hereto in the manner provided for in this Section. A notice shall
be deemed to have been given: (a) in the case of hand delivery, at the time of
delivery, (b) in the case of registered or certified mail, when delivered or the
first attempted delivery on a Business Day, (c) in the case of expedited prepaid
delivery upon the first attempted delivery on a Business Day, or (d) in the case
telecopier, upon receipt of answerback confirmation, provided that such
telecopied notice was also delivered as required in this Section. A party
receiving a notice which does not comply with the technical requirements for
notice under this Section may elect to waive any deficiencies and treat the
notice as having been properly given.

17.     NON-ASSIGNABILITY

        The provisions of Paragraph 15 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 17:

        (a)     The rights and obligations of the parties under the Transaction
Documents and under any Transaction shall not be assigned by either party
without the prior written consent of the other party, provided, however, that
Buyer may assign its rights and obligations under the Transaction Documents
and/or under any Transaction, without the prior written consent of Seller.

        (b)     Buyer shall be entitled to issue one or more participation
interests with respect to any or all of the Transactions.

        (c)     Subject to the foregoing, the Transaction Documents and any
Transactions shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns. Nothing in the Transaction
Documents, express or implied, shall give to any Person, other than the parties
to the Transaction Documents and their respective successors, any benefit or any
legal or equitable right, power, remedy or claim under the Transaction
Documents.

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18.     GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

        (a)     The Agreement (including this Annex I) shall be governed by the
laws of the State of New York without giving effect to the conflict of laws
principles thereof.

        (b)     Each party irrevocably and unconditionally (i) submits to the
non-exclusive jurisdiction of any United States Federal or New York State court
sitting in Manhattan, and any appellate court from any such court, solely for
the purpose of any suit, action or proceeding brought to enforce its obligations
under the Agreement or relating in any way to the Agreement or any Transaction
under the Agreement and (ii) waives, to the fullest extent it may effectively do
so, any defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court and any right of jurisdiction on account of its
place of residence or domicile.

        (c)     The parties hereby irrevocably waive, to the fullest extent it
may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding and irrevocably consent to the service of any
summons and complaint and any other process by the mailing of copies of such
process to them at their respective address specified herein. The parties hereby
agree that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Section 18 shall affect the right
of Buyer to serve legal process in any other manner permitted by law or affect
the right of Buyer to bring any action or proceeding against Seller or its
property in the courts of other jurisdictions.

        (d)     EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THE AGREEMENT (INCLUDING THIS ANNEX I), ANY OTHER TRANSACTION
DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

19.     NO RELIANCE

        Each of Buyer and Seller hereby acknowledges, represents and warrants to
the other that, in connection with the negotiation of, the entering into, and
the performance under, the Transaction Documents and each Transaction
thereunder:

        (a)     it is not relying (for purposes of making any investment
decision or otherwise) upon any advice, counsel or representations (whether
written or oral) of the other party to the Transaction Documents, other than the
representations expressly set forth in the Transaction Documents.

        (b)     it has consulted with its own legal, regulatory, tax, business,
investment, financial and accounting advisors to the extent that it has deemed
necessary, and it has made its own investment, hedging and trading decisions
(including decisions regarding the suitability of any Transaction) based upon
its own judgment and upon any advice from such advisors as it has deemed
necessary and not upon any view expressed by the other party;

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<PAGE>

        (c)     it is a sophisticated and informed Person that has a full
understanding of all the terms, conditions and risks (economic and otherwise) of
the Transaction Documents and each Transaction thereunder and is capable of
assuming and willing to assume (financially and otherwise) those risks;

        (d)     it is entering into the Transaction Documents and each
Transaction thereunder for the purposes of managing its borrowings or
investments or hedging its underlying assets or liabilities and not for purposes
of speculation; and

        (e)     it is not acting as a fiduciary or financial, investment or
commodity trading advisor for the other party and has not given the other party
(directly or indirectly through any other Person) any assurance, guaranty or
representation whatsoever as to the merits (either legal, regulatory, tax,
business, investment, financial accounting or otherwise) of the Transaction
Documents or any Transaction thereunder.

20.     INDEMNITY

        Seller hereby agrees to indemnify Buyer, Buyer's designee and each of
its officers, directors, employees and agents ("Indemnified Parties") from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, taxes (including stamp, excise, sales or other taxes
which may be payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated by the
Agreement and the documents delivered in connection herewith, other than income
taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and
disbursements) or disbursements (all of the foregoing, collectively "Indemnified
Amounts") which may at any time (including, without limitation, such time as the
Agreement shall no longer be in effect and the Transactions shall have been
repaid in full) be imposed on or asserted against any Indemnified Party in any
way whatsoever arising out of or in connection with, or relating to, the
Agreement or any Transactions thereunder or any action taken or omitted to be
taken by any Indemnified Party under or in connection with any of the foregoing;
provided, that Seller shall not be liable for Indemnified Amounts resulting from
the gross negligence or willful misconduct of any Indemnified Party or, with
respect to any Purchased Loan which is the subject of a Greenwich Transaction,
for or in connection with any matters arising from events which occurred prior
to the Original Purchase Date for such Purchased Loan. Without limiting the
generality of the foregoing, Seller agrees to hold Buyer harmless from and
indemnify Buyer against all Indemnified Amounts with respect to all Purchased
Loans relating to or arising out of any violation or alleged violation of any
environmental law, rule or regulation or any consumer credit laws, including
without limitation ERISA, the Truth in Lending Act and/or the Real Estate
Settlement Procedures Act, that, in each case, results from anything other than
Buyer's gross negligence or willful misconduct or, with respect to any Purchased
Loan which is the subject of a Greenwich Transaction, any matters arising from
events which occurred prior to the Original Purchase Date for such Purchased
Loan. In any suit, proceeding or action brought by Buyer in connection with any
Purchased Loan for any sum owing thereunder, or to enforce any provisions of any
Purchased Loan, Seller will save, indemnify and hold Buyer harmless from and
against all expense (including, without limitation, reasonable attorneys' fees
and expenses), loss or damage suffered by reason of any defense, set-off,
counterclaim, recoupment or reduction or liability whatsoever of the account
debtor or obligor thereunder, arising out of a breach by Seller of any

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<PAGE>

obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time (such time being limited to any time after the Original
Purchase Date with respect to Greenwich Transactions, however) owing to or in
favor of such account debtor or obligor or its successors from Seller. Seller
also agrees to reimburse Buyer as and when billed by Buyer for all Buyer's costs
and expenses incurred in connection with Buyer's due diligence reviews with
respect to the Purchased Loans (including, without limitation, those incurred
pursuant to Section 21) and the enforcement or the preservation of Buyer's
rights under the Agreement or any Transaction contemplated hereby, including
without limitation the reasonable fees and disbursements of its counsel. Seller
hereby acknowledges that, the obligation of Seller hereunder is a recourse
obligation of Seller.

21.     DUE DILIGENCE

        Seller acknowledges that Buyer has the right to perform continuing due
diligence reviews with respect to the Purchased Loans, for purposes of verifying
compliance with the representations, warranties and specifications made
hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to
Seller, Buyer or its authorized representatives will be permitted during normal
business hours to examine, inspect, and make copies and extracts of, the
Purchased Loan Files, Servicing Records and any and all documents, records,
agreements, instruments or information relating to such Purchased Loans in the
possession or under the control of Seller, any other servicer or subservicer
and/or the Custodian. Seller also shall make available to Buyer a knowledgeable
financial or accounting officer for the purpose of answering questions
respecting the Purchased Loan Files and the Purchased Loans. Without limiting
the generality of the foregoing, Seller acknowledges that Buyer may enter into
Transactions with Seller based solely upon the information provided by Seller to
Buyer and the representations, warranties and covenants contained herein, and
that Buyer, at its option, has the right at any time to conduct a partial or
complete due diligence review on some or all of the Purchased Loans. Buyer may
underwrite such Purchased Loans itself or engage a third party underwriter to
perform such underwriting. Seller agrees to reasonably cooperate with Buyer and
any third party underwriter in connection with such underwriting, including, but
not limited to, providing Buyer and any third party underwriter with access to
any and all documents, records, agreements, instruments or information relating
to such Purchased Loans in the possession, or under the control, of Seller.
Seller further agrees that Seller shall reimburse Buyer for any and all
out-of-pocket costs and expenses reasonably incurred by Buyer in connection with
Buyer's activities pursuant to this Section 21, including, without limitation,
reasonable attorneys' fees and expenses.

22.     SERVICING

        (a)     Notwithstanding the purchase and sale of the Purchased Loans
hereby, Seller shall continue to service or cause the Purchased Loans to be
serviced for the benefit of Buyer and, if Buyer shall exercise its rights to
pledge or hypothecate the Purchased Loans prior to the Repurchase Date pursuant
to Section 8, Buyer's assigns. Seller shall service or cause the Purchased Loans
to be serviced in accordance with Accepted Servicing Practices approved by Buyer
and maintained by other prudent mortgage lenders with respect to mortgage loans
similar to the Purchased Loans. Notwithstanding anything contained in the
Agreement to the contrary, Seller shall not take any of the following actions
without the express written consent of Buyer

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("Material Control Issues"): (i) any waiver or release of any material right,
condition or benefit under any Purchased Loan; (ii) take any action to foreclose
and/or enforce any remedies with respect to any Purchased Loan; (iii) amend or
modify, or approve the amendment or modification of, any material terms or
provisions of any Purchased Loan or any loan documents, securitization documents
or other agreements respecting the same; or (iv) take any other action which
would materially modify or materially and adversely affect or impair any
Purchased Loan.

        (b)     Seller agrees that Buyer is the owner of all servicing records,
including but not limited to any and all servicing agreements (the "Servicing
Agreements"), files, documents, records, data bases, computer tapes, copies of
computer tapes, proof of insurance coverage, insurance policies, appraisals,
other closing documentation, payment history records, and any other records
relating to or evidencing the servicing of Purchased Loans (the "Servicing
Records") so long as the Purchased Loans are subject to the Agreement. Seller
grants Buyer a security interest in all servicing fees and rights relating to
the Purchased Loans and all Servicing Records it may have to secure the
obligation of Seller or its designee to service in conformity with this Section
and any other obligation of Seller to Buyer. Seller covenants to safeguard such
Servicing Records and to deliver them promptly to Buyer or its designee
(including the Custodian) at Buyer's request.

        (c)     Upon the occurrence and continuance of an Event of Default,
Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on
a servicing released basis or (ii) terminate Seller or any sub-servicer of the
Purchased Loans with or without cause, in each case without payment of any
termination fee. Notwithstanding any provision of the Agreement to the contrary,
upon the occurrence of an Event of Default, Buyer shall have sole control over
all decisions, approvals or determinations made with respect to the servicing
and administration of the Purchased Loans and the exercise of all rights and
remedies with respect to the Purchased Loans and the related loan and
securitization documents evidencing and securing the Purchased Loans.

        (d)     Seller shall not employ sub-servicers (other than Lennar
Partners Inc., for so long as it remains an Affiliate of Sponsor) to service the
Purchased Loans without the prior written approval of Buyer. If the Purchased
Loans are serviced by a sub-servicer, Seller shall irrevocably assign all
rights, title and interest in the Servicing Agreements in the Purchased Loans to
Buyer.

        (e)     Seller shall cause any sub-servicers engaged by Seller to
execute a letter agreement with Buyer acknowledging Buyer's security interest
and agreeing that it shall deposit all Income with respect to the Purchased
Loans in the Cash Management Account.

        (f)     The payment of servicing fees shall be subordinate to payment of
amounts outstanding under any Transaction and the Agreement, and Seller shall
cause Lennar Partners Inc. to enter into an acknowledgement and agreement for
the benefit of Buyer acknowledging such subordination, and confirming the amount
and terms of its servicing fees.

        (g)     Upon the occurrence of any Collateral Bankruptcy Event, any
failure of any Purchased Loan Borrower to make any required payment of
principal, interest or other amounts due under such Purchased Loan, or any
failure of any Purchased Loan Borrower to otherwise to

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perform fully any material covenants or other obligations under any of the
related loan documents within any applicable grace period, Seller shall promptly
notify Buyer in writing, by e-mail and by fax. Upon the prior written approval
or direction of Buyer, Seller (or Buyer at Buyer's option) shall issue notices
of default, declare events of default, declare due the entire outstanding
principal balance, and otherwise take all actions under the related loan
documents evidencing and securing the Purchased Loan in preparation for Buyer to
realize upon the underlying collateral. Except as otherwise provided in written
instructions delivered to Seller by Buyer, Seller shall not obtain or cause
Buyer to obtain title to any Mortgaged Property or other collateral securing
such Purchased Loan as a result or in lieu of foreclosure or otherwise, and
shall not otherwise acquire possession of, or take other action with respect to,
any Mortgaged Property or other collateral directly or indirectly securing such
Purchased Loan, if, as a result of any such action, Buyer would be considered to
hold title to, to be a "mortgagee in possession" of, or to be an "owner" or
"operator" of, such Mortgaged Property or other collateral directly or
indirectly securing such Purchased Loan within the meaning of any federal, state
or local law, rule, regulation or statute (including, without limitation, any
Environmental Laws) or a "discharger or responsible party" thereunder. In the
event that title to any of the Mortgaged Properties or other collateral securing
such Purchased Loan is acquired by Buyer or Persons designated by Buyer or by a
third party at a foreclosure or trustee's sale, the servicing rights of Seller
with respect to such Purchased Loan shall terminate, unless Buyer shall have
agreed or directed in writing that Seller shall continue to perform servicing
with respect to any such Mortgaged Property or other collateral.

23.     MISCELLANEOUS

        (a)     Time is of the essence under the Transaction Documents and all
Transactions thereunder and all references to a time shall mean New York time in
effect on the date of the action unless otherwise expressly stated in the
Transaction Documents.

        (b)     All rights, remedies and powers of Buyer hereunder and in
connection herewith are irrevocable and cumulative, and not alternative or
exclusive, and shall be in addition to all other rights, remedies and powers of
Buyer whether under law, equity or agreement. In addition to the rights and
remedies granted to it in the Agreement, Buyer shall have all rights and
remedies of a secured party under the Uniform Commercial Code.

        (c)     The Transaction Documents may be executed in counterparts, each
of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.

        (d)     The headings in the Transaction Documents are for convenience of
reference only and shall not affect the interpretation or construction of the
Transaction Documents.

        (e)     Without limiting the rights and remedies of Buyer under the
Transaction Documents, Seller shall pay Buyer's reasonable out-of-pocket costs
and expenses, including reasonable fees and expenses of accountants, attorneys
and advisors, incurred in connection with the preparation, negotiation,
execution and consummation of, and any amendment, supplement or modification to,
the Transaction Documents and the Transactions thereunder. Seller agrees to pay
Buyer on demand all costs and expenses (including reasonable expenses for legal
services of

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every kind) of any subsequent enforcement of any of the provisions hereof, or of
the performance by Buyer of any obligations of Seller in respect of the
Purchased Loans, or any actual or attempted sale, or any exchange, enforcement,
collection; compromise or settlement in respect of any of the Collateral and for
the custody, care or preservation of the Collateral (including insurance costs)
and defending or asserting rights and claims of Buyer in respect thereof, by
litigation or otherwise. In addition, Seller agrees to pay Buyer on demand all
reasonable costs and expenses (including reasonable expenses for legal services)
incurred in connection with the maintenance of the Cash Management Account and
registering the Collateral in the name of Buyer or its nominee. All such
expenses shall be recourse obligations of Seller to Buyer under the Agreement.

        (f)     Each provision of the Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Agreement shall be prohibited by or be invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of the Agreement.

        (g)     The parties acknowledge and agree that although they intend to
treat each Transaction as a sale of the Purchased Loans, in the event that such
sale shall be recharacterized as a secured financing, this Annex I shall also
serve as a security agreement with respect to Buyer's rights in the Collateral.
In order to secure and to provide for the prompt and unconditional repayment of
the Repurchase Price and the performance of its obligations under the Agreement,
Seller hereby pledges to Buyer and hereby grants to Buyer a first priority
security interest in all of its rights in the Purchased Loans. Buyer may without
Seller's execution, consent or approval, and Seller hereby covenants that it
shall at Buyer's request duly execute any Form UCC-1 financing statements as may
be required by Buyer in order to perfect its security interest created hereby in
such rights and obligations granted above, it being agreed that Seller shall pay
any and all fees required to file such financing statements.

        (h)     The Agreement contains a final and complete integration of all
prior expressions by the parties with respect to the subject matter hereof and
thereof and shall constitute the entire agreement among the parties with respect
to such subject matter, superseding all prior oral or written understandings.

        (i)     The parties understand that the Agreement is a legally binding
agreement that may affect such party's rights. Each party represents to the
other that it has received legal advice from counsel of its choice regarding the
meaning and legal significance of the Agreement and that it is satisfied with
its legal counsel and the advice received from it.

        (j)     Should any provision of the Agreement require judicial
interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly
construed against any Person by reason of the rule of construction that a
document is to be construed more strictly against the Person who itself or
through its agent prepared the same, it being agreed that all parties have
participated in the preparation of the Agreement.

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        (k)     The parties recognize that each Transaction is a "securities
contract" as that term is defined in Section 741 of Title 11 of the United
States Code, as amended.

        (l)     Any notice, acknowledgment, statement or certificate (including,
without limitation, any Confirmation) given by Buyer to any Seller shall be
effective as, and shall be deemed to be, a notice, acknowledgment, statement or
certificate given to each and every Seller. Buyer may, without necessity of any
inquiry, rely solely upon any notice, acknowledgment, statement or certificate
of any of (1) any Seller or (2) any authorized representative of Seller set
forth on Exhibit II or otherwise designated by any Seller from time to time, as
constituting the joint and several statement and certificate of each and every
Seller fully authorized by each and every Seller. Any disbursements of funds to
Seller provided for in Article 5 of this Annex I or otherwise in the Agreement
or the Transaction Documents shall be deemed properly made to Seller if
disbursed to any Seller or its designee.

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        IN WITNESS WHEREOF, the parties have executed this Annex I as of the
28th day of February, 2003.

                                                   BUYER:

                                                   GREENWICH CAPITAL FINANCIAL
                                                   PRODUCTS, INC.

                                                   By:    /s/ Steven K. Palmer
                                                          ----------------------
                                                   Name:  Steven K. Palmer
                                                   Title: Senior Vice President

                                                   SELLER:

                                                   DSHI GREEN, INC.,
                                                   a Delaware corporation

                                                   By:
                                                          ----------------------
                                                   Name:
                                                          ----------------------
                                                   Title:
                                                          ----------------------

<PAGE>

        IN WITNESS WHEREOF, the parties have executed this Annex I as of the
28th day of February, 2003.

                                                   BUYER:

                                                   GREENWICH CAPITAL FINANCIAL
                                                   PRODUCTS, INC.

                                                   By:
                                                          ----------------------
                                                   Name:
                                                          ----------------------
                                                   Title:
                                                          ----------------------

                                                   SELLER:

                                                   DSHI GREEN, INC.,
                                                   a Delaware corporation

                                                   By:    /s/ Mark T. Briggs
                                                          ----------------------
                                                   Name:  MARK T. BRIGGS
                                                   Title: VICE PRESIDENT

<PAGE>

                                                   GREENWICH CAPITAL FINANCIAL
                                                   PRODUCTS, INC.

                                                   By:    /s/ Steven K. Palmer
                                                          ----------------------
                                                   Name:  Steven K. Palmer
                                                   Title: Senior Vice President

AGREED AND ACKNOWLEDGED:
_________, a ___________

By:
      ------------------------
Its:
      ------------------------

                                        2