Exhbit 10.12


 


EXECUTION COPY


 


SECOND
AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT


dated as of June 15, 2006


among


YC SUSI TRUST,

(successor by assignment from Enterprise Funding Corporation)


a Lender,


ATLANTIC ASSET SECURITIZATION LLC,


a Lender,


MID-STATE TRUST IX,


the Borrower,


TREASURY BANK,

A DIVISION OF COUNTRYWIDE BANK, N.A.,


the Custodian,


THE BANK OF NEW YORK,


as Trustee


BANK OF AMERICA, N.A.,


as the Agent, a Managing Agent and a Bank Investor


and


CALYON NEW YORK BRANCH,


a Managing Agent and a Bank Investor











TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  	
   

  	
   

  
	
  GENERAL

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Certain Defined Terms

  	
   

  	
  2

  
	
  Section 1.2.

  	
   

  	
  Other Terms

  	
   

  	
  2

  
	
  Section 1.3.

  	
   

  	
  Computation of Time Periods

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
   

  
	
  AMOUNT AND TERMS
  OF COMMITMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Revolving Credit Facility

  	
   

  	
  3

  
	
  Section 2.2.

  	
   

  	
  [Reserved]

  	
   

  	
  4

  
	
  Section 2.3.

  	
   

  	
  Loan Requests

  	
   

  	
  4

  
	
  Section 2.4.

  	
   

  	
  Determination of Discount and Rate Periods

  	
   

  	
  6

  
	
  Section 2.5.

  	
   

  	
  Payment of Principal, Interest and Other Amounts

  	
   

  	
  8

  
	
  Section 2.6.

  	
   

  	
  Mandatory and Optional Prepayments

  	
   

  	
  9

  
	
  Section 2.7.

  	
   

  	
  Proceeds

  	
   

  	
  10

  
	
  Section 2.8.

  	
   

  	
  Pledged Accounts

  	
   

  	
  10

  
	
  Section 2.9.

  	
   

  	
  Payments and Computations, Etc

  	
   

  	
  11

  
	
  Section 2.10.

  	
   

  	
  Reports

  	
   

  	
  11

  
	
  Section 2.11.

  	
   

  	
  [Reserved]

  	
   

  	
  11

  
	
  Section 2.12.

  	
   

  	
  Sharing of Payments, Etc

  	
   

  	
  11

  
	
  Section 2.13.

  	
   

  	
  Right of Setoff

  	
   

  	
  12

  
	
  Section 2.14.

  	
   

  	
  Assignment by Lenders to Bank Investors

  	
   

  	
  12

  
	
  Section 2.15.

  	
   

  	
  Downgrade of Bank Investor

  	
   

  	
  13

  
	
  Section 2.16.

  	
   

  	
  Non-Renewing Bank Investors

  	
   

  	
  15

  
	
  Section 2.17.

  	
   

  	
  Commitment Renewal Request

  	
   

  	
  16

  
	
  Section 2.18.

  	
   

  	
  Interest Rate Protection Agreements

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Representations and Warranties of the Borrower

  	
   

  	
  17

  
	
  Section 3.2.

  	
   

  	
  Reaffirmation of Representations and Warranties by
  the Borrower

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
   

  
	
  CONDITIONS
  PRECEDENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  Conditions to Effectiveness

  	
   

  	
  20

  
	
  Section 4.2.

  	
   

  	
  Conditions to Each Loan

  	
   

  	
  22

  



 











 


	
  

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Affirmative Covenants of Borrower

  	
   

  	
  24

  
	
  Section 5.2.

  	
   

  	
  Negative Covenants of Borrower

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
   

  
	
  EVENTS OF
  DEFAULT AND FACILITY TERMINATION EVENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
   

  	
  Events of Default

  	
   

  	
  28

  
	
  Section 6.2.

  	
   

  	
  Facility Termination Events

  	
   

  	
  29

  
	
  Section 6.3.

  	
   

  	
  Remedies

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
   

  
	
  INDEMNIFICATION;
  EXPENSES; RELATED MATTERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Indemnities by the Borrower

  	
   

  	
  31

  
	
  Section 7.2.

  	
   

  	
  Indemnity for Taxes, Reserves and Expenses

  	
   

  	
  33

  
	
  Section 7.3.

  	
   

  	
  Taxes

  	
   

  	
  35

  
	
  Section 7.4.

  	
   

  	
  Other Costs and Expenses; Breakage Costs

  	
   

  	
  36

  
	
  Section 7.5.

  	
   

  	
  Payment

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Term of Agreement

  	
   

  	
  37

  
	
  Section 8.2.

  	
   

  	
  Waivers; Amendments

  	
   

  	
  38

  
	
  Section 8.3.

  	
   

  	
  Notices

  	
   

  	
  38

  
	
  Section 8.4.

  	
   

  	
  Governing Law; Submission to Jurisdiction;
  Integration

  	
   

  	
  41

  
	
  Section 8.5.

  	
   

  	
  Severability; Counterparts

  	
   

  	
  42

  
	
  Section 8.6.

  	
   

  	
  Successors and Assigns

  	
   

  	
  42

  
	
  Section 8.7.

  	
   

  	
  Waiver of Confidentiality

  	
   

  	
  44

  
	
  Section 8.8.

  	
   

  	
  Confidentiality Agreement

  	
   

  	
  44

  
	
  Section 8.9.

  	
   

  	
  Liability of Owner Trustee

  	
   

  	
  45

  
	
  Section 8.10.

  	
   

  	
  No Bankruptcy Petition Against the Lender

  	
   

  	
  45

  
	
  Section 8.11.

  	
   

  	
  No Recourse Against Lender

  	
   

  	
  45

  
	
  Section 8.12.

  	
   

  	
  Assignment by Lenders to Conduit Assignee

  	
   

  	
  45

  
	
  Section 8.13.

  	
   

  	
  Assignment by a Lender to Program Support Provider

  	
   

  	
  46

  
	
  Section 8.14.

  	
   

  	
  Surety Provider Default

  	
   

  	
  46

  
	
  Section 8.15.

  	
   

  	
  Subrogation and Cooperation

  	
   

  	
  47

  
	
  Section 8.16.

  	
   

  	
  Benefits of Agreement

  	
   

  	
  47

  
	
  Section 8.17.

  	
   

  	
  Limitation on Payments

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
   

  
	
  THE AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
   

  	
  Appointment and Authorization of Agent

  	
   

  	
  48

  
	
  Section 9.2.

  	
   

  	
  Delegation of Duties

  	
   

  	
  48

  



 











 


	
  Section 9.3.

  	
   

  	
  Liability of Agent

  	
   

  	
  48

  
	
  Section 9.4.

  	
   

  	
  Reliance by Agent

  	
   

  	
  49

  
	
  Section 9.5.

  	
   

  	
  Notice of Potential Event of Default, Event of
  Default Facility, Termination Event or Servicer Default

  	
   

  	
  49

  
	
  Section 9.6.

  	
   

  	
  Credit Decision; Disclosure of Information by the
  Agent

  	
   

  	
  50

  
	
  Section 9.7.

  	
   

  	
  Indemnification of the Agent

  	
   

  	
  50

  
	
  Section 9.8.

  	
   

  	
  Agent in Individual Capacity

  	
   

  	
  51

  
	
  Section 9.9.

  	
   

  	
  Resignation of Agent

  	
   

  	
  51

  
	
  Section 9.10.

  	
   

  	
  Payments by the Agent

  	
   

  	
  51

  
	
  Section 9.11.

  	
   

  	
  Notification by Agent

  	
   

  	
  52

  
	
  Section 9.12.

  	
   

  	
  Limited Waiver

  	
   

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
   

  
	
  THE MANAGING
  AGENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
   

  	
  Appointment and Authorization of Managing Agents

  	
   

  	
  53

  
	
  Section 10.2.

  	
   

  	
  Delegation of Duties

  	
   

  	
  53

  
	
  Section 10.3.

  	
   

  	
  Liability of Managing Agents

  	
   

  	
  53

  
	
  Section 10.4.

  	
   

  	
  Reliance by Managing Agents

  	
   

  	
  54

  
	
  Section 10.5.

  	
   

  	
  Notice of Potential Event of Default, Event of
  Default Facility, Termination Event or Servicer Default

  	
   

  	
  54

  
	
  Section 10.6.

  	
   

  	
  Credit Decision; Disclosure of Information by the
  Managing Agents

  	
   

  	
  54

  
	
  Section 10.7.

  	
   

  	
  Indemnification of the Managing Agents

  	
   

  	
  55

  
	
  Section 10.8.

  	
   

  	
  Managing Agents in Individual Capacity

  	
   

  	
  56

  
	
  Section 10.9.

  	
   

  	
  Resignation of Managing Agents

  	
   

  	
  56

  
	
  Section 10.10.

  	
   

  	
  Payments by the Managing Agents

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
  Annex A - Second Amended and Restated Definitions

  	
   

  	
  Annex A

  
	
   

  	
   

  	
   

  
	
  Exhibit A - Form of Variable Funding Note

  	
   

  	
  A-1

  
	
  Exhibit B - Form of Borrowing Request

  	
   

  	
  B-1

  
	
  Exhibit C - Form of Borrower’s Counsel Opinion

  	
   

  	
  C-1

  
	
  Exhibit D - Form of Assignment and Assumption
  Agreement

  	
   

  	
  D-1

  



 















SECOND AMENDED AND
RESTATED VARIABLE FUNDING LOAN AGREEMENT


SECOND AMENDED AND RESTATED VARIABLE FUNDING LOAN
AGREEMENT (this “Loan Agreement”), dated as of June 15, 2006, by and
among YC SUSI TRUST, a Delaware statutory trust (successor by assignment from
Enterprise Funding Corporation, and together with its successors and assigns, a
“Lender”), ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited
liability company (together with its successors and assigns, a “Lender”),
MID-STATE TRUST IX, a Delaware business trust, as borrower (the “Borrower”),
TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK, N.A., as custodian (the “Custodian”),
THE BANK OF NEW YORK, a New York banking institution, as trustee (the “Trustee”),
BANK OF AMERICA, N.A., a national banking association, as agent and a managing
agent (in such capacities, the “Agent” and a “Managing Agent” and
as a bank investor (in such capacity, a “Bank Investor”) and CALYON NEW
YORK BRANCH, a French bank acting through its New York branch, as a managing
agent (in such capacity, a “Managing Agent” and as a bank investor (in
such capacity, a “Bank Investor”)).


PRELIMINARY STATEMENTS


WHEREAS, the Borrower was established pursuant to the
Trust Agreement dated as of February 5, 2001, as amended or modified from time
to time, including the Amended and Restated Trust Agreement dated as of the
date hereof;


WHEREAS, the Lenders, the Borrower, the Managing
Agents and Wachovia Bank, National Association, as custodian/collateral agent
are parties to that certain Variable Funding Loan Agreement, dated as of
November 19, 2004 (the “Existing Loan Agreement”);


WHEREAS, Wachovia Bank, National Association has
resigned its role as custodian and collateral agent pursuant to the provisions
of the Custodian/Trustee Agreement dated as of the date hereof (the “CTA
Agreement”) and Treasury Bank has accepted its appointment as custodian
thereunder and The Bank of New York has accepted its appointment as trustee
thereunder;


WHEREAS, on the Closing Date, and from time to time
pursuant to the Amended and Restated Depositor Account Transfer Agreement dated
as of the date hereof, as amended or restated from time to time (the “DAT
Agreement”), Jim Walter Homes, Inc. (the “Originator”) and the
Eligible Originators party thereto have agreed to convey certain Accounts to
Mid-State Homes, Inc. (the “Depositor”), and the Depositor, pursuant to
the Amended and Restated Borrower Account Transfer Agreement dated as of the
date hereof, as amended or restated from to time (the “BAT Agreement”),
has agreed to convey certain Accounts to the Borrower;


WHEREAS, pursuant to the CTA Agreement, and as
collateral security for its obligations under this Loan Agreement and the
Variable Funding Notes, the Borrower has agreed to assign all Accounts
purchased by it, all of its rights under the DAT Agreement, the BAT Agreement,
the Master Servicing Agreement and the Subservicing Agreement, and all of its
right, title, interest in and to certain bank accounts and certain other
collateral, and to deliver any notes evidencing indebtedness and certain other
documents related to the Accounts, to the Trustee for the benefit of the
Secured Parties and to take such other steps as set forth in the CTA Agreement











to create and perfect a
first lien in all such rights in favor of the Trustee, for the benefit of the
Secured Parties;


WHEREAS, the Borrower has requested that the Lenders
and/or Bank Investors make Loans to the Borrower, from time to time, which will
be secured by the Collateral described above and evidenced by Variable Funding
Notes, the proceeds of which will be used to purchase the Accounts;


WHEREAS, it is the intent of the parties hereto that
the execution and delivery of this Loan Agreement, made for the purposes
described in these Preliminary Statements, not effectuate a novation of
Borrower’s obligations outstanding under the Existing Loan Agreement, but
rather a substitution of certain of the terms governing the payment and
performance of such indebtedness;


WHEREAS, subject to the terms and conditions set forth
herein, the Bank Investors are willing to make the Loans to the Borrower;


WHEREAS, the Surety Provider intends to issue a
financial guaranty insurance policy with respect to certain amounts owed by the
Borrower hereunder and under the Variable Funding Notes; and


WHEREAS, Wachovia Bank, National Association served as
custodian and collateral agent pursuant to the Amended and Restated
Custodian/Collateral Agent Agreement, dated November 19, 2004.


NOW, THEREFORE, in consideration of the mutual
benefits to be derived and the representations and warranties, conditions and
promises herein contained, and intending to be legally bound hereby, the
parties hereto hereby agree that the Existing Loan Agreement is hereby amended
and restated in its entirety as follows:


ARTICLE 1



GENERAL


Section 1.1.            Certain
Defined Terms.  Capitalized terms
used in this Loan Agreement shall have the meanings given such terms in
Annex A hereto, unless otherwise defined herein.


Section 1.2.            Other
Terms.  All terms defined directly or
by incorporation herein shall have the defined meanings when used in any
certificate or other document delivered pursuant thereto unless otherwise
defined therein.  For purposes of this
Loan Agreement and all such certificates and other documents, unless the
context otherwise requires: 
(a) accounting terms not otherwise defined herein, and accounting
terms partly defined herein to the extent not defined, shall have the
respective meanings given to them under, and shall be construed in accordance
with, GAAP; (b) terms used in Article 9 of the UCC in the State of
New York, and not specifically defined herein, are used herein as defined
in such Article 9; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business
on such day; (d) the words “hereof”, “herein” and “hereunder” and words of
similar import refer to this Loan Agreement (or other document in which they
are used) as a whole and











not to any particular provision of this Loan Agreement (or such
certificate or document); (e) references to any Section, Schedule, Annex
or Exhibit are references to Sections, Schedules, Annexes and Exhibits in or to
this Loan Agreement (or the certificate or other document in which the
reference is made) and references to any paragraph, subsection, clause or other
subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition;
(f) the term “including” means “including without limitation”;
(g) references to any Law refer to that Law as amended from time to time
and include any successor Law; (h) references to any agreement refer to
that agreement as from time to time amended or supplemented or as the terms of
such agreement are waived or modified in accordance with its terms;
(i) references to any Person include that Person’s successors and
permitted assigns; and (j) headings are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision
hereof.


Section 1.3.            Computation
of Time Periods.  Unless otherwise
stated in this Loan Agreement, in the computation of a period of time from a
specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each means “to but excluding.”


ARTICLE 2


AMOUNT AND TERMS
OF COMMITMENT


Section 2.1.            Revolving
Credit Facility.


(a)           Subject to the terms
and conditions hereof, on the date hereof (the “Amendment Date”), and
thereafter from time to time until the Facility Termination Date, upon the
request of the Borrower in accordance with Section 2.3 hereof, each
Lender may, in its sole discretion, make loans to the Borrower (each, a “Loan”)
ratably in accordance with its Group’s Commitment, and if a Lender declines to
make a Loan, its Group’s Bank Investors shall make such Loan ratably in
accordance with its Group’s Commitment, all from time to time as permitted by
this Loan Agreement; provided, however, that in no event shall
either Lender nor any Bank Investor make any Loan if, after giving effect to
such Loan, either (a) the Net Investment would exceed the Maximum Net
Investment or (b) a Borrowing Base Deficiency would exist.  In the event that any Lender or Bank Investor
fails to make a Loan for any reason, any other Lender may elect to assume the
full funding obligation of such Lender or Bank Investor under this
Agreement.  In the case such Lender
elects to assume such funding obligations, it would also inherit the right to
receive any and all fees and interest that would be due to the non-performing
Lender or Bank Investor (if not for its failure to make the related Loan).


(b)           Variable Funding
Notes.  The Loans made by each Group
shall be evidenced by promissory notes of the Borrower, substantially in the
form of Exhibit A hereto (the “VFN” or “Variable Funding
Notes”), payable to the order of the related Managing Agent for such Group
for the account of the related Lender or Bank Investors, as applicable.  Each Managing Agent shall record the date and
amount of each Loan made and the date and amount of each payment of principal
thereof, and any such recordation shall constitute prima  facie
evidence of the accuracy of the information so recorded.  Each VFN shall (a) be dated the date











hereof, (b) be stated to mature on the Scheduled Termination Date,
and (c) provide for the payment of principal, interest and fees in
accordance with Section 2.5 and Section 2.6 hereof.


Section 2.2.            [Reserved].


Section 2.3.            Loan
Requests.


(a)           Notice.  Prior to the Facility Termination Date, the
Borrower may request Loans on any Business Day by delivering to the Agent and
each Managing Agent irrevocable notice of each borrowing via facsimile in the
form of Exhibit B hereto (a “Borrowing Request”) by 12:00 Noon
(New York City time) (i) at least one (1) Business Day prior to the proposed
Loan Date with respect to any Loan which is to be made on any other Loan Date
and for which the related Borrowing Request specifies the CP Rate as the
desired Rate Type and (ii) at least three (3) Business Days prior to the proposed
Loan Date with respect to any Loan which is to be made on any other Loan Date
and for which the related Borrowing Request specifies either the Offshore Rate
or the Base Rate as the desired Rate Type or for which such Borrowing Request
is delivered when any Tranche accruing Discount at either such Rate Type has a
Rate Period that has not yet then expired. 
The Borrowing Request shall specify (a) the proposed date for such
Loan (the “Loan Date”), (b) the amount of the Loan requested, which
shall be at least $1,000,000 and integral multiples of $100,000 in excess
thereof or, to the extent that the then available unused portion of the Maximum
Net Investment is less than such amount, such lesser amount equal to such
available unused portion of the Maximum Net Investment, (c) the desired
Rate Period and Rate Type related thereto pursuant to Section 2.4
and (d) whether the request is to a Lender or the Bank Investors.  Each Borrowing Request shall be irrevocable
and binding on the Borrower and the Borrower shall indemnify the Lenders, the
Bank Investors, the Managing Agents and the Agent against any loss or
reasonable expense incurred by any Lender, any Bank Investor, any Managing
Agent or the Agent, either directly or through any Program Support Agreement,
as a result of any failure by the Borrower to complete such borrowing,
including, without limitation, any loss or reasonable expense incurred by any
Lender, any Bank Investor, any Managing Agent or the Agent, either directly or
pursuant to any Program Support Agreement, by reason of the liquidation or
reemployment of funds acquired by any Lender, any Bank Investor, any Managing
Agent or the Agent or Program Support Provider (including, without limitation,
funds obtained by issuing commercial paper or promissory notes or obtaining
deposits as loans from third parties) for the Lenders to fund such borrowing.


(b)           Lender Acceptance
or Rejection.  Each Managing Agent
will promptly notify the related Lender and the Surety Provider, of the receipt
of any Borrowing Request.  With respect
to each Group, if the Borrowing Request is received prior to the related Lender
Investment Termination Date, such Lender, in its sole discretion, shall
instruct the related Managing Agent to accept or reject such Borrowing Request
by notice given to the Borrower and the such Managing Agent by telephone or
facsimile by no later than the close of business on the Business Day such
Lender receives any such Borrowing Request.


(c)           Bank Investor’s
Commitment.  At no time will any
Lender have any obligation to fund a Loan. 
Subject to the conditions set forth herein, at all times on and after
the related Lender Investment Termination Date and prior to the Facility
Termination Date, all Loans shall be made by each Managing Agent on behalf of
the related Bank Investors.  At any











time when a Lender has rejected a request for a Loan, the related
Managing Agent shall so notify the related Bank Investors, and the Surety
Provider and the Bank Investors shall make such Loan, on a pro rata basis, in
accordance with their respective Pro Rata Shares.  Notwithstanding anything contained in this Section
2.3(c) or elsewhere in this Loan Agreement to the contrary, no Bank
Investor (including in its capacity as a Program Support Provider pursuant to
the Program Support Agreement to which it is a party) shall be obligated to
provide the Agent or the Borrower with funds in connection with the Net
Investment in an amount that would result in the portion of the Net Investment
then funded by it exceeding the dollar amount of its Commitment then in
effect.  The obligation of each Bank
Investor to remit its Pro Rata Share of any such Loan shall be several from
that of each other Bank Investor, and the failure of any Bank Investor to so
make such amount available to the Lender shall not relieve any other Bank
Investor of its obligation hereunder.


(d)           Payment of Loans.  With respect to each Group, on any Loan Date,
the related Lender or the related Bank Investor, as the case may be, shall
remit its share of the aggregate amount of such Loan (determined pursuant to Section
2.3(b) and (c) hereof) to the account of the related Managing Agent
specified therefor from time to time by such Managing Agent by notice to such
Persons by wire transfer of same day funds. Following each Managing Agent’s
receipt of funds from the Lenders or Bank Investors as aforesaid, such Managing
Agent shall remit such funds received to the Borrower’s account at the location
indicated in Section 8.3 by wire transfer of same day funds.


(e)           Managing Agents
May Advance Funds.  With respect to
each Group, unless the related Managing Agent shall have received notice from
any Bank Investor or the related Lender that such Person will not make its
share of any Loan available on the applicable Loan Date therefor, such Managing
Agent may (but shall have no obligation to) make any such Bank Investor’s share
of any Loan available to the Borrower in anticipation of the receipt by such
Managing Agent of such amount from the applicable Bank Investor.  To the extent any such Bank Investor fails to
remit any such amount to a Managing Agent after any such advance by such
Managing Agent on such Loan Date, such Bank Investor shall be required to pay
such amount to such Managing Agent for its own account, together with interest
thereon at a per  annum rate equal to the Federal Funds Rate, upon
its demand therefor (provided that no Lender shall have an obligation to
pay such interest amounts except to the extent that it shall have sufficient
funds to pay the face amount of its Commercial Paper in full).  Until such amount shall be repaid, such
amount shall be deemed to be Net Investment paid by a Managing Agent and such
Managing Agent shall be deemed to have an interest in the Net Investment hereunder
to the extent of such Loan.  Upon the
payment of such amount to a Managing Agent by such Bank Investor, such payment
shall constitute such Person’s payment of its share of the applicable Loan.


(f)            Defaulting Bank
Investor.  If, by 2:00 p.m.
(New York City time) on any Loan Date, whether or not a Managing Agent has
advanced the amount of the applicable Loan, one or more Bank Investors (each, a
“Defaulting Bank Investor”, and each Bank Investor other than any
Defaulting Bank Investor being referred to as a “Non-Defaulting Bank
Investor”) fails to make its Pro Rata Share of any Loan available to the
Agent pursuant to Section 2.3(d) or any Assignment Amount payable by it
pursuant to Section 2.14(a) (the aggregate amount not so made
available to a Managing Agent being herein called in either case the “Loan
Deficit”), then











the related Managing Agent shall, by no later than 2:30 p.m.
(New York City time) on the applicable Loan Date or the applicable
Assignment Date, as the case may be, instruct each Non-Defaulting Bank Investor
to pay, by no later than 3:00 p.m. (New York City time), in
immediately available funds, to the account designated by such Managing Agent,
an amount equal to the lesser of (i) such Non-Defaulting Bank Investor’s
proportionate share (based upon the relative Commitments of the Non-Defaulting
Bank Investors) of the Loan Deficit and (ii) its unused Commitment.  A Defaulting Bank Investor shall forthwith,
upon demand, pay to such Managing Agent for the ratable benefit of the
Non-Defaulting Bank Investors all amounts paid by each Non-Defaulting Bank
Investor on behalf of such Defaulting Bank Investor, together with interest
thereon, for each day from the date a payment was made by a Non-Defaulting Bank
Investor until the date such Non-Defaulting Bank Investor has been paid such
amounts in full, at a rate per  annum equal to the sum of the Base
Rate, plus 2.00% per  annum.  In addition, if, after giving effect to the
provisions of the immediately preceding sentence, any Loan Deficit with respect
to any Assignment Amount continues to exist, each such Defaulting Bank Investor
shall pay interest to the related Managing Agent, for the account of the
related Lender, on such Defaulting Bank Investor’s portion of such remaining
Investment Deficit, at a rate per annum, equal to the sum of the Base Rate, plus
2.00% per  annum, for each day from the applicable Assignment Date
until the date such Defaulting Bank Investor shall pay its portion of such
remaining Loan Deficit in full to such Lender.


Section 2.4.            Determination
of Discount and Rate Periods.


(a)           Tranches.


(i)            The Net Investment shall be
allocated to tranches (each a “Tranche”) having Rate Periods and
accruing Discount at the Rate Types specified and determined in accordance with
this Section 2.4.  At any
time, each Tranche shall have only one Rate Period and one Rate Type.


(ii)           The Borrower shall give each Managing
Agent irrevocable notice by telephone of each requested Rate Period and Rate
Type by 12:00 Noon (New York City time) (i) at least one (1) Business Day prior
to the requested Loan Date or the expiration of any then existing Rate Period,
as applicable, with respect to any Loan or Tranche for which the Borrower
specifies the CP Rate as the desired Rate Type and (ii) at least three (3)
Business Days prior to the requested Loan Date or the expiration of any then
existing Rate Period, as applicable, with respect to any Loan or Tranche for
which the Borrower specifies either the Offshore Rate or the Base Rate as the
desired Rate Type or for which such notice is delivered when any Tranche accruing
Discount at either such Rate Type has a Rate Period that has not yet then
expired; provided, however, that each Managing Agent may select,
in its sole discretion, any such Rate Period or Rate Type if (i) the Borrower
fails to provide such notice on a timely basis or (ii) a Managing Agent
determines, in its sole reasonable discretion, that the Rate Period or Rate
Type requested by the Borrower is unavailable or for any reason commercially
undesirable to the related Lender, related Managing Agent, the Agent or the
Bank Investors.


(b)           Net Investment
held on behalf of Lenders.  At all
times on and after the Closing Date, but prior to the Facility Termination
Date, solely with respect to any Tranche held











on behalf of a Lender at any time when such Lender funds such Tranche
through the issuance of Commercial Paper, the Borrower may, subject to the
related Managing Agent’s approval and the limitations described in clause
(a)(ii) above, request Rate Periods and Rate Types and allocate a Tranche to
each selected Rate Period, so that the aggregate Tranches allocated to
outstanding Rate Periods at all times shall equal the Net Investment held on
behalf of such Lender.  Each Lender
confirms that it is its intention to allocate all or substantially all of the
Net Investment held on its behalf to one or more Rate Periods with respect to
which the Discount applicable thereto is calculated by reference to the CP
Rate; provided that either Managing Agent may determine, from time to
time, in its sole reasonable discretion, that funding such Net Investment by
means of one or more such Rate Periods or Rate Types is not possible or is not
desirable for any reason.


(c)           Net Investment
funded pursuant to Program Support Agreement.  Each Rate Period applicable to any Tranche
funded pursuant to a Program Support Agreement shall be a period, selected by
each Managing Agent, and Discount with respect thereto shall be calculated by
reference to the Alternate Rate.


(d)           Net Investment
held on behalf of Bank Investors. 
With respect to any Tranche held on behalf of the Bank Investors (or any
of them), if prior to the Facility Termination Date, the Rate Period applicable
thereto shall be determined in accordance with Section 2.4(a)(ii) hereof.


(e)           Offshore Rate
Protection; Illegality.


(i)            If the Managing Agents are unable to
obtain on a timely basis the information necessary to determine the Offshore
Rate for any proposed Rate Period, then


(A)          the Managing Agents
shall forthwith notify the related Lender or Bank Investors, as applicable, and
the Borrower that the Offshore Rate cannot be determined for such Rate Period,
and


(B)           while such
circumstances exist, none of the Lenders, the Bank Investors or the related
Managing Agent shall allocate any Tranches with respect to Loans made during such
period or reallocate any Tranches allocated to any then existing Rate Period
ending during such period, to a Rate Period with respect to which Discount is
calculated by reference to the Offshore Rate. 
Discount related to any such Tranches shall be calculated according to
the Base Rate while such circumstances exist.


(ii)           If, with respect to any outstanding
Rate Period, the Lenders or any of the Bank Investors on behalf of which the
Managing Agents hold any Tranche notifies the related Managing Agent that it is
unable to obtain matching deposits in the London interbank market to fund its
purchase or maintenance of such Tranche or that the Offshore Rate applicable to
such Tranche will not adequately reflect the cost to the Person of funding or
maintaining such Tranche for such Rate Period, then (A) such Managing
Agent shall forthwith so notify the Borrower, the Lenders and the Bank
Investors and (B) upon such notice and thereafter while such circumstances
exist none of











the Managing
Agents, the Lenders or the Bank Investors, as applicable, shall allocate any
other Tranche with respect to Investments made during such period or reallocate
any Tranche allocated to any Rate Period ending during such period, to a Rate
Period with respect to which Discount is calculated by reference to the
Offshore Rate.  Discount related to any
such Tranches shall be calculated according to the Base Rate while such
circumstances exist.


(iii)          Notwithstanding any other provision of
this Loan Agreement, if the Lenders or any of the Bank Investors, as
applicable, shall notify the Managing Agents that such Person has determined
(or has been notified by any Program Support Provider) that the introduction of
or any change in or in the interpretation of any Law makes it unlawful (either for
such Lender, such Bank Investor, or such Program Support Provider, as
applicable), or any central bank or other Governmental Authority asserts that
it is unlawful, for such Lender, such Bank Investor or such Program Support
Provider, as applicable, to fund or maintain any Tranche accruing Discount
calculated by reference to the Offshore Rate, then (A) as of the effective
date of such notice from such Person to the Agent, the obligation or ability of
such Lender or such Bank Investor, as applicable, to fund the making or
maintenance of any Tranche accruing Discount calculated by reference to the
Offshore Rate shall be suspended until such Person notifies the related
Managing Agent that the circumstances causing such suspension no longer exist
and (B) each Tranche made or maintained by such Person shall either (1) if
such Person may lawfully continue to maintain such Tranche accruing Discount
calculated by reference to the Offshore Rate until the last day of the
applicable Rate Period, be reallocated on the last day of such Rate Period to
another Rate Period and shall accrue Discount calculated by reference to the
Base Rate or (2) if such Person shall determine that it may not lawfully
continue to maintain such Tranche accruing Discount calculated by reference to
the Offshore Rate until the end of the applicable Rate Period, such Person’s
share of such Tranche allocated to such Rate Period shall be deemed to accrue
Discount at the Base Rate from the effective date of such notice until the end
of such Rate Period.


(f)            At all times on and
after the occurrence of the Facility Termination Date, the Agent shall select
all Rate Periods and Rate Types applicable thereto.


Section 2.5.            Payment
of Principal, Interest and Other Amounts.


(a)           The Borrower will duly and punctually
pay or cause to be paid amounts due in respect of principal and interest on the
VFN in accordance with the terms of this Loan Agreement, the applicable Fee
Letter, the VFN and the CTA Agreement. 
Without limiting the foregoing, the Borrower will cause to be delivered
to the Trustee all amounts on deposit in the Holding Account when and as
required by the Master Servicing Agreement for application as provided in the
CTA Agreement.  The Borrower shall also
pay or cause to be paid all other amounts payable by or on behalf of the
Borrower pursuant to this Loan Agreement, the applicable Fee Letter, the VFN
and the CTA Agreement to the parties entitled thereto in accordance with the
terms hereof and in the manner and order of priority provided in the CTA Agreement.















(b)           Breach of Representation or
Warranty.  If on any day any of the
representations or warranties with respect to eligibility set forth in
Section 3.1(j) hereof was or becomes untrue with respect to an Account
(whether on or after the date of the pledge thereof to the Trustee, for the
benefit of the Secured Parties), the Borrower shall be deemed to have received
on such day a Collection of such Account in full and the Borrower shall on such
day pay to the Master Servicer from funds other than actual Available
Collections (other than actual Collections otherwise distributable to the
Borrower under Section 4.1(d) of the CTA Agreement) an amount equal to the
unpaid balance of such Account and such amount shall be allocated and applied
by as a Collection in accordance with Article II of the Master Servicing
Agreement and the CTA Agreement.


Section 2.6.            Mandatory
and Optional Prepayments.


(a)           On each Remittance
Date following the Facility Termination Date, Available Collections shall be
applied to reduce the Net Investment in accordance with Section 4.1(d)(viii) of
the CTA Agreement.


(b)           Prior to the
Facility Termination Date, upon the occurrence of a Borrowing Base Deficiency,
the Borrower shall either: (i) within five (5) Business Days (the “Deficiency
Cure Period”) deliver or cause to be delivered additional Eligible Accounts to
the Trustee or deposit or cause to be deposited cash into the Principal Payment
Account, in either case, in an amount (based , in the case of Eligible
Accounts, on the lesser of the APB and AMV thereof on the date of delivery, as
determined by the Agent) at least equal to such Borrowing Base Deficiency or
(ii) in the event that the Borrowing Base Deficiency arises as a result of the
determination of Market Value pursuant to clause (ii) of the definition
thereof, at the Borrower’s option either (A) follow the procedures set forth in
clause (i) of this Section 2.6(b) or (B) may employ the procedures set forth in
the definition of Market Value, and upon a final determination of Market Value
as contemplated therein, to the extent that a Borrowing Base Deficiency still
exists after using the final determination of Market Value, then, the Borrower
shall follow the procedures set forth in clause (i) of this Section 2.6(b);
provided that in such event, the Deficiency Cure Period shall be fifteen (15)
Business Days following the occurrence of a Borrowing Base Deficiency.  Funds deposited in the Principal Payment
Account shall be applied to the reduction of the Net Investment in the manner
and subject to the priority of payments provided in Section 4.1(c) of the CTA
Agreement.  Any cash deposited by the
Borrower pursuant to this Section 2.6(b) shall be made from funds other than
Available Collections otherwise distributable to the Borrower pursuant to Section
4.1(d) of the CTA Agreement, which may be used by the Borrower for such
purpose.


(c)           [Reserved].


(d)           [Reserved].


(e)           [Reserved].


(f)            The Borrower shall
have the right on any date, upon written notice to the related Managing Agent
not later than two (2) Business Days prior to such date, to deposit into the
Principal Payment Account prepayments of principal on the VFN.  Any such prepayment 











(i) shall be at least $1,000,000 and integral multiples of $100,000 in
excess thereof and (ii) shall be made from funds other than Available
Collections, other than Available Collections otherwise distributable to the
Borrower pursuant to Section 4.1(d) of the CTA Agreement, which may be used by
the Borrower for such purpose.


(g)           With respect to each
Group, each Managing Agent agrees that amounts paid to the Managing Agents from
amounts deposited in the Principal Payment Account pursuant to the provisions
of the CTA Agreement shall be applied pro rata to repay: (i) maturing
Tranches, Related Liquidity Draw or related Credit Support Disbursements as
they mature or (ii) upon the Borrower’s request, with the approval of the
related Managing Agent, in its sole discretion (except with respect to amounts
deposited pursuant to Section 2.6(f) hereof as to which no such approval shall
be required), any other Tranche; provided that the Borrower shall pay
any costs incurred in connection with such repayment in accordance with Section
7.4(b) and (c) hereof.  The
Net Investment shall be reduced by any amounts withdrawn and paid to or at the
direction of such Managing Agent from the Principal Payment Account.


(h)           The entire principal
balance of the VFN shall be due and payable on the applicable Stated Maturity
Date together with all accrued and unpaid interest thereon.


Section 2.7.            Proceeds.  The proceeds of the Loans shall be used by
the Borrower solely to purchase Accounts and to pay other amounts expressly
permitted under the terms and conditions of the Operative Documents.


Section 2.8.            Pledged
Accounts.


(a)           The Borrower shall
establish, on or prior to the Closing Date, an Eligible Bank Account (No.
261619) at the Trustee in the name of the Trustee (the “Collection Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Secured Parties.


(b)           The Borrower shall
establish, on or prior to the Closing Date, an Eligible Bank Account (No.
261620) at the Trustee in the name of the Trustee (the “Reserve Account”)
bearing a designation clearly indicating that the funds deposited therein are
for the benefit of the Secured Parties.


(c)           The Borrower shall
establish, on or prior to the Closing Day, an Eligible Bank Account (No.
8900624205) at the Account Bank on behalf of the Master Servicer (the “Holding
Account”) bearing a designation clearly indicating that the funds deposited
therein are for the benefit of the Secured Parties.


(d)           The Borrower shall
establish, on or prior to the Closing Date, an Eligible Bank Account (No.
8900624191) at the Agent (the “Principal Payment Account”) bearing a
designation clearly indicating that the funds deposited therein are for the
benefit of the Secured Parties.


(e)           If at any time the
Collection Account, the Reserve Account, the Principal Payment Accounts or the
Holding Account shall no longer be an Eligible Bank Account, then the Borrower
shall, within 10 Business Days (or such longer period, not to exceed 30
calendar days,











as to which the Controlling Party shall consent), cause such account
and the funds on deposit therein to be moved so that such account shall be an
Eligible Bank Account.  The Borrower
shall immediately notify the Agent and the Surety Provider of the new location
and account number of such account.  For
purposes of this Loan Agreement, the term “Eligible Bank Account” shall mean,
if such bank account does not meet the requirements of paragraphs (a) and (b)
of such definition, a bank account otherwise acceptable to the Controlling
Party.


Section 2.9.            Payments
and Computations, Etc.


(a)           On the second
Business Day preceding a Determination Date relating to a Loan Date, the
Borrower shall request from the Agent, and the Agent shall provide to the
Borrower, the Market Discount Rate applicable to the related Loan Date.  On any other date on which a Managing Agent
requests the Borrower to determine the Market Value of the Eligible Accounts,
the Agent shall provide the Market Discount Rate applicable to such date to the
Borrower.  On each Determination Date on
which a Borrowing Request is made and within one Business Day of a written
request from a Managing Agent, the Borrower shall calculate the APB, AMV and
the Borrowing Base, using, in the case of the AMV, the Market Discount Rate
supplied by the Agent.  Neither any
Lender, any Bank Investor, the Surety Provider, any Managing Agent nor the Agent
shall be bound by, any calculation of the APB, the AMV or the Borrowing Base by
the Borrower.


(b)           All amounts to be
paid or deposited by the Borrower hereunder or under the CTA Agreement shall be
paid or deposited in accordance with the terms hereof or thereof no later than
11:00 a.m. (New York City time) on the day when due in immediately
available funds, payable to the Managing Agents, on behalf of the related
Lender or the Bank Investors, as applicable. 
Such payment shall be paid or deposited in the account indicated under
the heading “Payment Information” in Section 8.3, until otherwise
notified by the Managing Agents.  The
Borrower shall, to the extent permitted by Law, pay to the Managing Agents, for
the benefit of the Lenders or Bank Investors, as applicable, upon demand,
interest on all amounts not paid or deposited when due hereunder (“Default
Interest”) at a rate equal to 2.00% per  annum, plus the
Base Rate (the “Default Rate”). 
Default Interest shall be paid in accordance with Section 4.2(d) of the
CTA Agreement.  All computations of
Discount and all per  annum fees hereunder shall be made on the
basis of a year of 360 days for the actual number of days (including the first
but excluding the last day) elapsed.  Any
computations by the Managing Agents of amounts payable by the Borrower
hereunder shall be binding upon the Borrower absent manifest error.


Section 2.10.          Reports.  On each Determination Date, the Borrower
shall cause the Master Servicer to provide to the Managing Agents, the Agent
and the Surety Provider (a) the Master Servicer’s Monthly Certificate for
the related Collection Period, (b) a Schedule of Accounts with respect to
all Accounts owned by the Borrower and (c) such other information as the
Managing Agents, the Agent or the Surety Provider may reasonably request.


Section 2.11.          [Reserved]


Section 2.12.          Sharing
of Payments, Etc.  If any Lender or
any Bank Investor (for purposes of this Section only, being a “Recipient”)
shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of setoff, or otherwise) on account of the portion of 











the Net Investment funded or maintained by it (other than pursuant to
the applicable Fee Letter, Section 2.16(b) or Article VII and
other than as a result of the differences in the timing of the applications of
Available Collections) in excess of its ratable share of payments on account of
the Net Investment obtained by the Recipient entitled thereto, such Recipient
shall forthwith purchase from the Lenders or Bank Investors entitled to a share
of such amount participations in the portions of the Net Investment funded or
maintained by such Persons as shall be necessary to cause such Recipient to
share the excess payment ratably with each such other Person entitled thereto; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such Recipient, such purchase from each such other Person shall
be rescinded and each such other Person shall repay to the Recipient the
purchase price paid by such Recipient for such participation to the extent of
such recovery, together with an amount equal to such other Person’s ratable
share (according to the proportion of (a) the amount of such other Person’s
required payment to (b) the total amount so recovered from the Recipient) of
any interest or other amount paid or payable by the Recipient in respect of the
total amount so recovered.


Section 2.13.          Right of
Setoff.  Without in any way limiting
the provisions of Section 2.12, each of the Managing Agents, the
Agent, each Lender and each Bank Investor is hereby authorized (in addition to
any other rights it may have) at any time after the occurrence of the Facility
Termination Date due to the occurrence of an Event of Default or Facility
Termination Event or during the continuance of a Potential Event of Default,
Event of Default, Potential Facility Termination Event or Facility Termination
Event to set-off, appropriate and apply (without presentment, demand, protest
or other notice which are hereby expressly waived) any deposits and any other
indebtedness held or owing by the Managing Agents, the Agent, such Lender or
such Bank Investor to, or for the account of, the Borrower.  The applicable Managing Agent shall cause any
amounts so set-off to be deposited in the Collection Account, for application
by the Trustee in accordance with Section 4.1(d) of the CTA Agreement.


Section 2.14.          Assignment
by Lenders to Bank Investors.


(a)           Assignment
Amounts.  At any time on or prior to
the Scheduled Termination Date, if any Managing Agent on behalf of one of the
Lenders so elects, by written notice to the Agent, the Borrower hereby
irrevocably requests and directs that the related Lender assign, and such
Lender does hereby assign effective on the Assignment Date referred to below
all or such portions as may be elected by such Lender of, its interest in the
Net Investment at such time to the Bank Investors pursuant to this Section 2.14
and the Borrower hereby agrees to pay the amounts described in Section 2.14;
provided, however, that unless such assignment is an assignment
of all of such Lender’s interest in the Net Investment in whole on or after the
related Lender Investment Termination Date, no such assignment shall take place
pursuant to this Section 2.14 if a Borrowing Base Deficiency shall
then exist; and provided, further, that no such assignment shall
take place pursuant to this Section 2.14 at a time when an Event of
Bankruptcy with respect to such Lender exists. 
No further documentation or action on the part of such Lender or the
Borrower shall be required to exercise the rights set forth in the immediately
preceding sentence, other than the giving of the notice by the related Managing
Agent on behalf of such Lender referred to in such sentence and the delivery by
the Agent of a copy of such notice to each Bank Investor (the date of the
receipt by the Agent of any such notice being the “Assignment Date”).  Each Bank Investor hereby agrees,
unconditionally and irrevocably and under all circumstances, without setoff, counterclaim
or defense of any kind, to pay the full 











amount of its Assignment Amount on such Assignment Date to the related
Lender in immediately available funds to an account designated by the related
Managing Agent.  Upon payment of its
Assignment Amount, each Bank Investor shall acquire an interest in the Net
Investment equal to its pro  rata share (based on the outstanding
portions of the Net Investment funded by it). 
Upon any assignment in whole by a Lender to the Bank Investors on or
after the related Lender Investment Termination Date as contemplated hereunder,
such Lender shall cease to make any additional Loans hereunder.  At all times prior to the related Lender
Investment Termination Date, nothing herein shall prevent such Lender from
making a subsequent Loan hereunder, in its sole discretion, following any
assignment pursuant to this Section 2.14 or from making more than
one assignment pursuant to this Section 2.14.


(b)           Bank Investor’s
Obligation to Pay Certain Amounts; Additional Assignment Amount.  The Bank Investors shall pay to the Managing
Agents, in accordance with their Pro Rata Shares, for the account of the
related Lender, in connection with any assignment by such Lender to the Bank
Investors pursuant to this Section 2.14 an aggregate amount equal
to all Discount to accrue through the end of each outstanding Rate Period to
the extent attributable to the portion of the Net Investment so assigned to the
Bank Investors (as determined immediately prior to giving effect to such
assignment), plus all other Aggregate Unpaids (other than the Net
Investment and other than any Discount not described above).  Such amounts shall be additional
consideration for the interests assigned to the Bank Investors and the amount
of the “Net Investment” hereunder held by the Bank Investors shall be increased
by an amount equal to the additional amount so paid by the Bank Investors.


(c)           [Reserved


(d)           [Reserved].


(e)           Recovery of Net
Investment.  In the event that the
aggregate of the Assignment Amounts paid by the Bank Investors pursuant to this
Section 2.14 on any Assignment Date occurring on or after the
related Lender Investment Termination Date is less than the Net Investment of a
Lender on such Assignment Date, then to the extent of amounts received by the
Agent  in respect of the Net Investment
in accordance with Section 4.1(d) of the CTA Agreement exceed the aggregate of
the unrecovered Assignment Amounts and Net Investment funded by the Bank
Investors, such excess shall be remitted by the related Managing Agent to such
Lender rather than to such Bank Investors.


Section 2.15.          Downgrade
of Bank Investor.


(a)           Downgrades
Generally.  If at any time on or
prior to the Scheduled Termination Date, the short term debt rating of any Bank
Investor shall be “A-2” or “P-2” from S&P or Moody’s,
respectively, with negative credit implications, such Bank Investor, upon
request of the Agent, shall, within thirty (30) days of such request, assign
its rights and obligations hereunder to another financial institution (which
institution’s short term debt shall be rated at least “A-2” or “P-2”
from S&P or Moody’s, respectively, and which shall not be so rated with
negative credit implications and which is acceptable to the related Lender, the
Agent, the related Managing Agent and the Borrower (in the Borrower’s case, in
its reasonable discretion)).  If the
short term debt rating of an Bank Investor shall be “A-3” or “P-3”,
or lower, from S&P or 











Moody’s, respectively (or such rating shall have been withdrawn by
S&P or Moody’s), such Bank Investor, upon request of the related Managing
Agent, shall, within five (5) Business Days of such request, assign its rights
and obligations hereunder to another financial institution (which institution’s
short term debt shall be rated at least “A-2” or “P-2”, from S&P or Moody’s,
respectively, and which shall not be so rated with negative credit implications
and which is acceptable to the related Lender, the Agent, the related Managing
Agent and the Borrower (in the Borrower’s case, in its reasonable discretion)).  In either such case, if any such Bank
Investor shall not have assigned its rights and obligations under this
Agreement within the applicable time period described above (in either such
case, the “Required Downgrade Assignment Period”), each Managing Agent
on behalf of the related Lender shall have the right to require such Bank
Investor to pay upon one (1) Business Day’s notice at any time after the
Required Downgrade Assignment Period (and each such Bank Investor hereby agrees
in such event to pay within such time) to the related Managing Agent an amount
equal to such Bank Investor’s unused Commitment (a “Downgrade Draw”) for
deposit by the related Managing Agent into an account, in the name of the
related Managing Agent (a “Downgrade Collateral Account”), which shall
be in satisfaction of such Bank Investor’s obligations to make Loans and to pay
its Assignment Amount upon an assignment from a Lender in accordance with Section 2.14;
provided, however, that if, during the Required Downgrade Assignment
Period, such Bank Investor delivers a written notice to the related Managing
Agent of its intent to deliver a direct pay irrevocable letter of credit
pursuant to this proviso in lieu of the payment required to fund the Downgrade
Draw, then such Bank Investor will not be required to fund such Downgrade
Draw.  If any Bank Investor gives the
related Managing Agent such notice, then such Bank Investor shall, within one
(1) Business Day after the Required Downgrade Assignment Period, deliver to
such Managing Agent a direct pay irrevocable letter of credit in favor of such
Managing Agent in an amount equal to the unused portion of such Bank Investor’s
Commitment, which letter of credit shall be issued through an United States
office of a bank or other financial institution (i) whose short-term debt
ratings by S&P and Moody’s are at least equal to the ratings assigned by
such statistical rating organization to the Commercial Paper and (ii) that
is acceptable to the related Lender and the Agent.  Such letter of credit shall provide that the
related Managing Agent may draw thereon for payment of any Loan or Assignment
Amount payable by such Bank Investor which is not paid hereunder when required,
shall expire no earlier than the Scheduled Termination Date and shall otherwise
be in form and substance acceptable to such Managing Agent.


(b)           Application of
Funds in Downgrade Collateral Account. 
If any Bank Investor shall be required pursuant to Section 2.15(a)
to fund a Downgrade Draw, then the related Managing Agent shall apply the
monies in the Downgrade Collateral Account applicable to such Bank Investor’s
Pro Rata Share of Loans required to be made by the Bank Investors, to any
Assignment Amount payable by such Bank Investor pursuant to Section 2.14
and to any purchase price payable by such Bank Investor pursuant to Section 2.16(b)
at the times, in the manner and subject to the conditions precedent set forth
in this Loan Agreement.  The deposit of
monies in such Downgrade Collateral Account by any Bank Investor shall not
constitute a Loan or the payment of any Assignment Amount (and such Bank
Investor shall not be entitled to interest on such monies except as provided
below in this Section 2.15, unless and until (and then only to the
extent that) such monies are used to fund Investments or to pay any Assignment
Amount or purchase price pursuant to Section 2.16(b) pursuant to
the first sentence of this Section 2.15.  The amount on deposit in such Downgrade
Collateral Account shall be invested by 











the related Managing Agent in Eligible Investments and such Eligible
Investments shall be selected by such Managing Agent in its sole
discretion.  Each Managing Agent shall
remit to such Bank Investor, on the last Business Day of each month, the income
actually received thereon.  Unless
required to be released as provided below in this subsection, Available
Collections received by each Managing Agent in respect of such Bank Investor’s
portion of the Net Investment shall be deposited in the Downgrade Collateral
Account for such Bank Investor.  Amounts
on deposit in such Downgrade Collateral Account shall be released to such Bank
Investor (or the stated amount of the letter of credit delivered by such Bank
Investor pursuant to subsection (a) above may be reduced) within one Business
Day after each Remittance Date following the Facility Termination Date to the
extent that, after giving effect to the distributions made and received by the
Lenders or Bank Investors on such Remittance Date, the amount on deposit in
such Downgrade Collateral Account would exceed such Bank Investor’s Pro Rata
Share (determined as of the day prior to the Facility Termination Date) of the
sum of all Tranches then funded by the Lender, plus the Interest
Component.  All amounts remaining in such
Downgrade Collateral Account shall be released to such Bank Investor no later
than the Business Day immediately following the earliest of (i) the
effective date of any replacement of such Bank Investor or removal of such Bank
Investor as a party to this Loan Agreement, (ii) the date on which such
Bank Investor shall furnish the related Managing Agent with confirmation that
such Bank Investor shall have short-term debt ratings of at least “A-2”
or “P-2” from S&P and Moody’s, respectively, without negative credit
implications, and (iii) the Scheduled Termination Date (or if earlier, the
Scheduled Termination Date in effect prior to any renewal pursuant to Section 2.16
to which such Bank Investor does not consent, but only after giving effect to
any required purchase pursuant to Section 2.16(b)).  Nothing in this Section 2.15
shall affect or diminish in any way any such downgraded Bank Investor’s
Commitment to the Borrower or a Lender or such downgraded Bank Investor’s other
obligations and liabilities hereunder and under the other Operative Documents.


(c)           Program Support
Agreement Downgrade Provisions. 
Notwithstanding the other provisions of this Section 2.15, a
Bank Investor shall not be required to make a Downgrade Draw (or provide for
the issuance of a letter of credit in lieu thereof) pursuant to Section 2.15(a)
at a time when such Bank Investor has a downgrade collateral account (or letter
of credit in lieu thereof) established pursuant to the Program Support
Agreement to which it is a party in an amount at least equal to its Commitment,
and the related Managing Agent may apply monies in such downgrade collateral
account in the manner described in Section 2.16(b) as if such
downgrade collateral account were a Downgrade Collateral Account.


Section 2.16.          Non-Renewing
Bank Investors.


(a)           If at any time the
Borrower requests that the Bank Investors renew their Commitments hereunder and
some but less than all the Bank Investors consent to such renewal within 30
days of the Borrower’s request, but in any event, no later than 20 days prior
to the then current Scheduled Termination Date, the Borrower may arrange for an
assignment to one or more financial institutions of all the rights and
obligations hereunder of each such non-consenting Bank Investor in accordance
with Section 8.6.  Any such
assignment shall become effective on the then-current Scheduled Termination
Date.  Each Bank Investor which does not
so consent to any renewal shall cooperate fully with the Borrower in
effectuating any such assignment.  If
none or less than all the Commitments of the non-renewing Bank Investors are so












assigned as provided above the Agent shall so notify the Borrower, and
the Borrower shall notify the Agent if it desires to extend the then current
Scheduled Termination Date.  In the event
the Borrower, the Agent and the Surety Provider each elects to extend the then
current Scheduled Termination Date, (i) the extended Scheduled Termination
Date shall be effective with respect to the renewing Bank Investors,
(ii) the Facility Limit shall automatically be reduced to an amount
(rounded up to the nearest $1,000) equal to the excess of the Facility Limit
then in effect over the lesser of (A) the aggregate of the Commitments of
all non-renewing Bank Investors and (B) the quotient of (x) the
Facility Limit, minus the Net Investment, divided by (y) .98, and
(iii) this Loan Agreement and the Commitments of the renewing Bank
Investors shall remain in effect in accordance with their terms notwithstanding
the expiration of the Commitments of the non-renewing Bank Investors.


(b)           If at any time the
Borrower requests that the Bank Investors extend the Scheduled Termination Date
hereunder and some but less than all the Bank Investors consent to such
extension within 30 days after the Borrower’s request (but in no event, no
later than 20 days prior to the then Scheduled Termination Date), and if none
or less than all the Commitments of the non-renewing Bank Investors are
assigned as provided in Section 2.16 and the Borrower, the Surety
Provider and the Agent each has elected to extend the then current Scheduled
Termination Date, then (without limiting the obligations of all the Bank
Investors to make Loans and pay any Assignment Amount prior to the Scheduled
Termination Date in accordance with the terms hereof) the Lender may sell an
interest in the Net Investment hereunder for an aggregate purchase price equal
to the lesser of (i) the maximum aggregate Assignment Amounts which would
be payable if the Lender assigned its entire interest in the Net Investment at
that time under Section 2.14, and (ii) the aggregate available
Commitments of the non-renewing Bank Investors, which purchase price shall be
paid solely by the non-renewing Bank Investors, pro  rata
according to their respective Commitments. 
Following the payment of such purchase price, (i) the extended
Scheduled Termination Date shall be effective with respect to the renewing Bank
Investors, (ii) the Facility Limit shall automatically be reduced by the
aggregate of the Commitments of all non-renewing Bank Investors, and
(iii) this Loan Agreement and the Commitments of the renewing Bank
Investors shall remain in effect in accordance with their terms notwithstanding
the expiration of the Commitments of the non-renewing Bank Investors.  Prior to the Facility Termination Date, all
amounts which, under Section 4.1 of the CTA Agreement are to be
paid to the Agent and applied in reduction of the Net Investment, up to the
aggregate Net Investment sold to the non-renewing Bank Investors as described
above in this subsection, shall be distributed to the non-renewing Bank
Investors ratably according to the aggregate Net Investment held by them, in
reduction of their respective portions of Net Investment.  On and after the Facility Termination Date,
each non-renewing Bank Investor shall be entitled to receive distributions as
provided in Section 4.1 of the CTA Agreement based on its pro
rata share of the Net Investment. 
When (after the expiration of the Commitments of the non-renewing Bank
Investors) the aggregate of the Net Investment described above in this
subsection shall have been reduced to zero and all accrued Discount allocable
thereto and all other Aggregate Unpaids owing to such Bank Investors shall have
been paid to such Bank Investors in full, then such Bank Investors shall cease
to be parties to this Loan Agreement for any purpose.


Section 2.17.          Commitment
Renewal Request.  Except in the case
of an early renewal as agreed upon by the Borrower and the Managing Agents, the
Borrower may, not earlier than 120 days or later than 60 days prior to the
Scheduled Termination Date, request that the Bank











Investors renew their Commitments hereunder, provided that no such
renewal may be requested if it would cause the Scheduled Termination Date to be
later than 364 days after the then-current Scheduled Termination Date (or, if
the 364th day is not a Business Day, the immediately preceding Business Day) or
such fewer number of days as the Agent shall specify by notice to the
Borrower.  Each Bank Investor shall
notify the Borrower as to whether it consents to such renewal within 30 days of
the Scheduled Termination Date, and the failure of any Bank Investor to so
notify the Borrower shall be deemed to mean that such Bank Investor does not
consent to such renewal.  At the time such
consent becomes effective, the Scheduled Termination Date shall be the date
that was requested by the Borrower in accordance with the first sentence of
this Section 2.17.


Section 2.18.          Interest
Rate Protection Agreements.  The
Borrower agrees that (i) from and after the occurrence of an Interest Rate
Protection Date, it shall provide to the Agent for the benefit of the Lenders
and the Bank Investors promptly, and in any event not later than three (3)
Business Days after such Interest Rate Protection Date, an Interest Rate
Protection Agreement approved by each Managing Agent and (ii) prior to the
execution of any Interest Rate Protection Agreement at any other time, it shall
provide a copy of the proposed Interest Rate Protection Agreement to the Agent for
approval by each Managing Agent.  Any
such Interest Rate Protection Agreement shall be provided and maintained at the
Borrower’s sole cost and expense from funds other than Collections.


ARTICLE 3


REPRESENTATIONS
AND WARRANTIES


Section 3.1.            Representations
and Warranties of the Borrower.  The
Borrower represents and warrants to each of the Secured  Parties on the Closing Date and each Loan
Date that:


(a)           Existence and
Standing.  The Borrower (i) is a
business trust duly organized, validly existing, and in good standing under the
laws of the State of Delaware, (ii) has all power and all material governmental
licenses, authorizations, consents, and approvals required to carry on its
business in each jurisdiction in which its business is now conducted, and (iii)
is duly qualified to do business and is in good standing under the laws of each
jurisdiction where the conduct of its business requires such qualification.


(b)           Authorization and
Contravention.  The execution,
delivery, and performance by the Borrower of this Loan Agreement, the VFN, and
the other Operative Document to which the Borrower is a party are within the
Borrower’s powers, have been duly authorized by all necessary action, require
no action by or in respect of, or filing with, any Governmental Authority, and
do not contravene, or constitute a default under, any provision of applicable
law or regulation or any other Operative Document to which the Borrower is a
party, or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower, or result in the creation or imposition
of any lien on assets of the Borrower.


(c)           Binding Effect.  This Loan Agreement and the VFN constitute
the legal, valid, and binding obligations of the Borrower, enforceable in
accordance with their terms, 











subject to applicable bankruptcy, insolvency, moratorium, or other
similar laws affecting the rights of creditors.


(d)           Perfection.  At all times, the Borrower shall be the owner
of all of the Collateral, free and clear of all liens, encumbrances, security
interests, preferences, or other security arrangement of any kind or nature
whatsoever (other than those permitted by the Operative Documents), and all
mortgages, financing statements, and other documents required to be recorded or
filed in order to perfect and protect the Collateral against all creditors of
and purchasers from the Borrower will have been duly filed in each filing
office necessary for such purpose and all filing fees and taxes, if any,
payable in connection with such filings shall have been paid in full.


(e)           Good Title.  At all times, the Trustee, for the benefit of
the Secured Parties, shall have a valid and perfected first-priority security
interest in the Collateral free and clear of any Adverse Claim, other than any
Claims made through the Trustee or the Secured Parties.


(f)            Accuracy of
Information.  All information
heretofore furnished by the Borrower or any Affiliate of the Borrower
(including, without limitation, any information delivered pursuant to
Sections 2.10 and 5.1 hereof) to the Surety Provider, any Lender, any Bank
Investor, the Agent or any Managing Agent for purposes of or in connection with
this Loan Agreement or any transactions contemplated hereby is, and all such
information hereafter furnished by the Borrower to any Lender, any Bank
Investor, the Agent, the Surety Provider or any Managing Agent will be, true
and accurate in every material respect on the date such information is stated
or certified.


(g)           Tax Status.  The Borrower has filed all tax returns (federal,
state, and local) required to be filed and has paid or made adequate provision
for the payment of all taxes, assessments, and other governmental charges.


(h)           Use of Proceeds.  The proceeds of the Loans will be used solely
to purchase Accounts and to pay other amounts expressly permitted under the
terms and conditions of the Operative Documents.


(i)            Place of
Business.  The chief place of
business of the Borrower is located at the address of the Borrower indicated in
Section 8.3 hereof and all of the Borrower’s Records are kept at
the offices of the Custodian.


(j)            Nature of
Accounts.  Each Account to be
purchased with the proceeds of a Loan is an Eligible Account and an “eligible
asset” as defined in Rule 3a-7 under the Investment Company Act of 1940, as
amended.


(k)           No Event of
Default or Facility Termination Event. 
No event has occurred and is continuing and no condition exists which
constitutes an Event of Default or Facility Termination Event or, to the
knowledge of the Borrower, a Potential Event of Default or Potential Facility
Termination Event.















(l)            Not an
Investment Company.  The Borrower is
not an “investment company” within the meaning of the Investment Company Act of
1940, as amended, or is exempt from all provisions of such Act.


(m)          ERISA.  The Borrower is in compliance in all material
respects with ERISA and no lien in favor of the Pension Benefit Guaranty
Corporation on any of the Accounts exists.


(n)           Beneficial
Ownership.  The Depositor holds a
100% beneficial ownership in the Borrower.


(o)           Debt for Tax.  The Borrower will treat the Loans as
indebtedness for federal income tax purposes.


(p)           Unacceptable
Investment.  The Borrower has no
knowledge of any material circumstance or condition with respect to the
Accounts, the Obligors, or the credit standing of the Obligors that could
reasonably be expected to cause an Account to be an unacceptable investment or
adversely affect the value of any Account.


(q)           Action, Error,
Omission, Etc.  To the knowledge of
the Borrower, no material action, error, omission, misrepresentation,
negligence, fraud, or similar occurrence with respect to an Account has taken
place on the part of any person, including, without limitation, any Obligor,
the Depositor, the Originator or Eligible Originator, any appraiser, any
builder, or developer, or any other party involved in the origination of the
Accounts or in the application of insurance in relation to such Accounts.


(r)            No Litigation.  There are no actions, suits, or proceedings
pending, or to the knowledge of the Borrower, threatened against or affecting
the Borrower or any Affiliate of the Borrower or their respective properties,
in or before any court, arbitrator, or other body which question the validity
of this Loan Agreement or the transactions contemplated herein, or which could
be reasonably expected to have a materially adverse effect on the financial
condition of the Borrower or its ability to perform its obligations under this
Loan Agreement.


(s)           Monthly Payments.  All Monthly Payments (net of the Servicing
Fee) on the Accounts to be purchased with the proceeds of a Loan due after the
applicable Cut-Off Date and received more than three Business Days prior to the
Loan Date, plus the proceeds of each Full Prepayment of any such Account
(including any related payment of interest) received by the Master Servicer after
the Cut-Off Date but more than three Business Days prior to the Loan Date, will
have been for deposited in the Holding Account in accordance with
Section 2.7 of the Master Servicing Agreement.


Any document, instrument,
certificate or notice delivered to the Agent or the Managing Agents under this
Loan Agreement shall be deemed a representation and warranty by the Borrower.


Section 3.2.            Reaffirmation
of Representations and Warranties by the Borrower.  On each day that a Loan is made hereunder,
the Borrower, by accepting the proceeds of such Loan,











shall be deemed to have certified that all representations and
warranties described in Section 3.1 are true and correct on and as of such
day as though made on and as of such day.


ARTICLE 4



CONDITIONS PRECEDENT


Section 4.1.            Conditions to Effectiveness.  On or prior to the effectiveness of this
Agreement, each Managing Agent, the Agent and the Surety Provider shall have
received the following documents, instruments, and fees, all of which shall be
in a form and substance acceptable to each of them, or the following actions
shall have occurred:


 


(a)           each
Managing Agent, the Agent, the Trustee and the Surety Provider shall have
received a copy of the Insurance Agreement duly executed by the parties thereto
and the original executed Surety Bond shall have been delivered to the Trustee;


(b)           each
Managing Agent, the Agent and the Surety Provider shall have received a Good
Standing Certificate for (i) the Borrower issued by the Secretary of State
of Delaware; (ii) for the Depositor issued by the Secretary of State of
Florida; (iii) for the Originator, issued by the Secretary of State of
Florida; and (iv) for each Eligible Originator, issued by the Secretary of
State of Texas, in each case, the certificates of qualification in all foreign
jurisdictions where such qualification is material to the transactions
contemplated by this Loan Agreement or the other Operative Documents;


(c)           each
Managing Agent, the Agent and the Surety Provider shall have received an
Opinion of Counsel of special counsel to the Borrower, the Originator, the
Eligible Originators and the Depositor, covering certain tax, corporate,
enforceability, perfection and priority matters set forth in Exhibit C
hereto;


(d)           (i) each
Managing Agent, the Agent, the Trustee and the Surety Provider shall have
received this Loan Agreement, the BAT Agreement, the DAT Agreement, the Master
Servicing Agreement, the Subservicing Agreement and the CTA Agreement, duly
executed by the parties thereto and a certified copy of the Trust Agreement
duly executed by the Depositor, as Grantor, and the Owner Trustee and (ii) the
Agent shall have received the VFN, duly executed by the Borrower;


(e)           (i)
each Managing Agent, the Agent shall have received the Fee Letter related to
its Group duly executed by the parties thereto; (ii) the Borrower shall
have paid or caused to be paid to the Agent all amounts to be paid on the
Closing Date pursuant to such Managing Agent’s Fee Letter; and (iii) the
Surety Provider shall have received any amounts required to be paid to it
pursuant to the Insurance Agreement on the Closing Date;


(f)            a
certificate of the secretary or assistant secretary of each of the Borrower,
Depositor, each Eligible Originator and Originator certifying and (in the case
of clauses (i) through (iii)) attaching as exhibits thereto,
among other things:











(i)            the articles of
incorporation of such entity (certified by the Secretary of State or other
similar official of the such entity’s jurisdiction of incorporation or
organization, as applicable, as of a recent date);


(ii)           the by-laws of such
entity;


(iii)          resolutions of the
board of directors or other governing body of such entity authorizing the
execution, delivery and performance by it of each Operative Document to be
delivered by it hereunder or thereunder and all other documents evidencing
necessary corporate action (including shareholder consents) and government
approvals, if any; and


(iv)          the incumbency,
authority and signature of each officer of such entity executing the Operative
Documents or any certificates or other documents delivered hereunder or
thereunder on behalf of it;


(g)           each
Managing Agent, the Agent and the Surety Provider shall have received an
Opinion of Counsel to the Originator, Eligible Originators and the Depositor
(i) addressing the true sale of the Accounts (A) from the Originator
and each Eligible Originator to the Depositor and (B) from the Depositor
to the Borrower; and (ii) to the effect that, in the event of the
insolvency of the Originator, any Eligible Originator or the Depositor, the
Borrower would not be substantively consolidated with any such Person for
purposes of the Bankruptcy Code;


(h)           each
Managing Agent, the Agent and the Surety Provider shall have received lien
searches in the State of Florida with respect to the Originator and the
Depositor, the State of its incorporation with respect to any Eligible
Originator, and in the State of Delaware with respect to the Borrower, in form
and substance satisfactory to the Agent and the Surety Provider;


(i)            each
Managing Agent, the Agent, the Trustee and the Surety Provider shall have
received an opinion of counsel to each of the Custodian and the Trustee
covering certain corporate and enforceability matters, in form and substance
satisfactory to the Agent and the Surety Provider;


(j)            each
Managing Agent, the Agent and the Trustee shall have received an opinion of the
Vice President and Assistant General Counsel to the Surety Provider covering
certain corporate and enforceability matters, in form and substance
satisfactory to the Agent;


(k)           all
amounts, fees and expenses required to be paid on or prior to the Closing Date
pursuant to each Managing Agent’s Fee Letter (to the extent not covered
pursuant to clause (e) of this Section 4.1) and Section 7.4 hereof;


(l)            each
Managing Agent, the Agent and the Surety Provider shall have received
(i) financing statements on Form UCC-3 terminating all existing
security interests in the Collateral and (ii) financing statements on Form
UCC-1 (A) naming each of the Originator and Eligible Originator as
Debtor/Seller and the Depositor as Secured Party/Purchaser; (B) naming











the Depositor as Debtor/Seller and the
Borrower as Secured Party/Purchaser; and (C) naming the Borrower as Debtor
and the Trustee as Secured Party; and


(m)          the
Agent and the Surety Provider shall have received such other approvals,
documents, instruments, certificates and opinions as either of them shall
reasonably request.


Section 4.2.            Conditions
to Each Loan.  No Loan shall be made
hereunder, and the Bank Investors shall have no obligation to make any Loan,
unless the following conditions have been satisfied:


(a)           each
Managing Agent shall have received an officers’ certificate to be included in
the form of the Borrowing Request attached hereto as Exhibit B from the
Borrower stating that:


(i)            no Event of
Default, Potential Event of Default, Potential Facility Termination Event or
Facility Termination Event shall have occurred and the Loan to be made on such
date will not result in any breach of any of the terms, conditions or
provisions of, or constitute a default under any of the Operative Documents to
which the Borrower is a party, or any indenture, mortgage, deed of trust or
other agreement or instrument to which the Borrower is a party or by which it is
bound, or any order of any Governmental Authority entered in any proceeding to
which the Borrower is a party or by which it may be bound or to which it may be
subject, and all conditions precedent provided in this Loan Agreement relating
to the Loan to be made on such date have been complied with;


(ii)           the Borrower is the
owner of and has good title to each Account, has not assigned any interest or
participation in any such Account (or, if any such interest or participation
has been assigned, it has been released) and has the right to Grant each such
Account to the Trustee, and no other Person has any lien on, security interest
in or other rights to any such Account;


(iii)          the Borrower has
Granted to the Trustee all of its right, title, and interest in and to each
Account Granted to the Trustee by it to secure the VFN and the amounts owed
hereunder;


(iv)          the information set
forth in the Schedule of Accounts delivered to the Custodian, the Trustee and
the Agent is correct in all material respects;


(v)           no Material Adverse
Effect shall have occurred in the affairs of the Borrower or the Master
Servicer or the value of the Accounts since June 30, 2004, with respect to the
first Loan made on or after the Closing Date, or the immediately preceding Loan
Date, with respect to each Loan thereafter; and


(vi)          the representations
and warranties set forth in Section 3.1 are true and correct on and
as of such day as though made on and as of such day.











(b)           all
of the Account Documents relating to the Accounts to be purchased on such date
have been delivered to the Custodian within the time periods specified in
Section 3.1 of the CTA Agreement, except that (i) in lieu of delivering
the Account Documents for any Account which has been the subject of a Full
Prepayment received by the Master Servicer after the Cut-Off Date but no later
than three Business Days prior to the Loan Date, the Borrower may deliver, or
cause to be delivered, as indicated in the Officers’ Certificate from the
Master Servicer delivered pursuant to paragraph (a) of this Section 4.2, the
cash proceeds of such Full Prepayment and (ii) in lieu of delivering the
Account Documents for any Account with respect to which foreclosure proceedings
have been commenced and such Account Documents are required in connection with
the prosecution of such proceedings, the Borrower may deliver a trust receipt
pursuant to Section 3.2 of the CTA Agreement;


(c)           the
Borrower shall have delivered a Borrowing Request (with a copy to the Surety
Provider) to the Agent and the Managing Agents pursuant to Section 2.3
hereof;


(d)           each
Managing Agent, the Agent, the Surety Provider, the Trustee and the Custodian
shall have received the Schedule of Accounts relating to the Accounts to be
purchased with the proceeds of such Loan;


(e)           each
Managing Agent and the Agent shall have received acknowledgment copies of
proper financing statements, duly filed under the Uniform Commercial Code of
all jurisdictions that the Lender may deem necessary or desirable in order to
perfect the ownership interest of the Depositor created by the DAT, the
ownership interest of the Borrower created by the BAT Agreement and the
security interest in favor of the Trustee created by the CTA Agreement and all
other filings, notifications, consents and recordings necessary to consummate
the transactions contemplated hereunder and under the other Operative Documents
shall be accomplished and the Agent shall have received evidence of such
filings, notifications, consents and recordings satisfactory in form and
substance to the Agent and the Surety Provider;


(f)            each
Managing Agent and the Agent shall have received copies of all consents,
licenses and approvals, if any, required in connection with the execution,
delivery and performance by it and the validity and enforceability against it
of the Operative Documents to approvals shall be in full force and effect;


(g)           the
Depositor shall have continued to purchase or otherwise acquire all or
substantially all of the Accounts originated by the Originator (or originated
by an Eligible Originator and sold to the Depositor) on an ongoing basis;


(h)           after
giving effect to any requested Loan, no Borrowing Base Deficiency shall exist;


(i)            the
Facility Termination Date shall not have occurred;


(j)            no
Servicer Default or default under any Subservicing Agreement shall have
occurred and be continuing, and no condition that with the giving of notice or
the passage of time world constitute a Servicer Default or a default under any
Subservicing Agreement shall have occurred and be continuing;











(k)           no
more than 7% of the Accounts then owned by the Borrower may be in arrears for
60 days or more as of the last day of any month preceding the Borrowing Date;


(l)            on
such date, the weighted average interest rate of all Eligible Accounts, after
giving effect to all Eligible Accounts to be added on such date, shall be
greater than or equal to 7.25% per annum; and


(m)          if
after giving effect to any requested Loan, the Net Investment shall be equal to
or greater than $125,000,000, the Borrower shall provide to the Surety Provider
information regarding interest rate protection on the facility.  If none exists, or the current hedge is
unacceptable to the Surety Provider, the Borrower and Surety Provider will work
together to agree on a mutually acceptable solution to be put in place if
required by the Surety Provider.


ARTICLE 5



COVENANTS


Section 5.1.            Affirmative
Covenants of Borrower.  At all times
from the date hereof to the date on which all amounts due and owing to any of
the Secured Parties under the Operative Documents have been paid in full and
this Loan Agreement has terminated unless the Controlling Party shall otherwise
consent in writing:


(a)           Agreed Upon
Procedures Report.  Prior to December
31, 2004 and December 31st of
each calendar year thereafter, the Borrower shall deliver to each Managing
Agent and the Surety Provider an Agreed Upon Procedures Report with respect to
all Accounts owned by the Borrower and such other matters as the Agent
reasonably requests; provided, however, so long as no Event of Default,
Potential Event of Default, Facility Termination Event or Potential Facility
Termination Event has occurred, the Borrower shall only be required to deliver
one Agreed Upon Procedures report at its expense in any calendar year.


(b)           Other Information.  The Borrower shall deliver to each Managing
Agent and the Agent (i) a copy of all financial documents and reports
provided to the Borrower by the Depositor, the Originator, any Eligible
Originator or any other Person in any capacity pursuant to the Operative
Documents, (ii) any material notices with respect to any Mortgaged
Property and (iii) such other information (including non-financial information)
as any Managing Agent, the Agent or the Surety Provider may from time to time
reasonably request.


(c)           Compliance
Certificate.  The Borrower shall
deliver to the Agent, each Managing Agent and the Surety Provider within 90
days after the close of the Borrower’s fiscal year, a compliance certificate
signed by an authorized signatory of the Borrower stating that no Event of
Default or Potential Event of Default exists, or if any Event of Default or
Potential Event of Default exists, stating the nature and status thereof.


(d)           Notice of
Borrowing Base Deficiency, Event of Default, Potential Event of Default, Facility
Termination Event or Potential Facility Termination Event.  As soon as possible and in any event within
two Business Days after the Borrower receives notice or has actual knowledge of
the occurrence of a Borrowing Base Deficiency, an Event of Default, a Potential
Event of Default, Facility Termination Event or Potential Facility Termination
Event,











the Borrower shall provide to each Managing Agent and the Surety
Provider a statement setting forth details of such Borrowing Base Deficiency,
Event of Default, Potential Event of Default,  Potential Facility
Termination Event or Facility Termination Event, and the action which the
Borrower proposes to take with respect thereto. 
The Borrower shall notify the Agent and the Surety Provider when the
Borrower receives notice or has actual knowledge of the occurrence of any event
of default or event, which, due to the giving of notice or lapse of time, or
both, could become an event of default by itself, the Master Servicer, the
Depositor, any Eligible Originator or the Originator in any capacity under any
of the Operative Documents of which it becomes aware.


(e)           Conduct of
Business.  The Borrower will carry on
and conduct its business in substantially the same manner as it is presently
conducted and do all things necessary to remain duly organized, validly
existing, and in good standing as a business trust in the State of Delaware and
maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted.


(f)            Compliance with
Laws.  The Borrower will comply with
all laws, rules, regulations, orders, writs, judgments, injunctions, decrees,
or awards to which it may be subject.


(g)           Furnishing of
Information and Inspection of Records. 
The Borrower will furnish to each Managing Agent, the Agent and the
Surety Provider from time to time such information with respect to the Accounts
as the Agent or the Surety Provider may reasonably request, including, without
limitation, a schedule identifying the Obligor and the Principal Balance for
each Account.


(h)           Payment of
Obligations.  The Borrower shall pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its obligations of whatever nature.


(i)            Further
Assurances.  The Borrower shall do
such further acts and things and execute and deliver to the Agent such
assignments (including, without limitation, assignments in blank), agreements,
powers and instruments as are reasonably required by any Managing Agent, the
Agent or the Surety Provider to carry into effect the purposes of this Loan
Agreement and the other Operative Documents or to better assure and confirm
unto the Secured Parties their respective rights, powers and remedies hereunder
and under the other Operative Documents, including, without limitation, to
obtain such consents and give such notices, and to file and record all such
documents and instruments, and renew each such consent, notice, filing and
recordation, at such time or times, in such manner and at such places, as may
be necessary or desirable to preserve and protect the position of the Secured
Parties hereunder and under the other Operative Documents.  This covenant shall survive the termination
of this Loan Agreement.


(j)            Access.  The Borrower shall allow, and cause the
Depositor to allow, each Managing Agent, the Agent, the Surety Provider and
their representatives full and complete access during normal business hours and
upon reasonable notice to the books, records, documents, and facilities of the
Borrower and the Depositor, and will on the same conditions make the officers,
employees, attorneys, agents, independent accountants, and actuaries of the











Borrower and the Depositor available to discuss such aspects of the
business, financial condition, or prospects of the Borrower and the Depositor
as may be reasonably necessary.


(k)           Reliance Letters.  Upon the request of either Managing Agent or
the Agent, the Borrower shall provide to the Agent within five (5) Business
Days, reliance letters with respect to all legal opinions delivered on the
Closing Date (or new legal opinions addressing the same matters covered in the
original legal opinions) addressed to any entity which becomes a Program
Support Provider after the Closing Date, to the extent such legal opinions did
not permit reliance when delivered.


(l)            Amendments;
Miscellaneous.


(i)            The Borrower shall furnish to the
Surety Provider, the Trustee, the Custodian, each Managing Agent and the Agent
copies of the form of each proposed amendment to the Trust Agreement, the
Master Servicing Agreement or the Subservicing Agreement at least 60 days prior
to the proposed date of adoption of any such proposed amendment.


(ii)           The Borrower will at all times hold
itself out to the public under the Borrower’s own name and as a separate and
distinct entity from Walter Industries, Inc. and any of its Affiliates.


(iii)          The Borrower will at all times be
responsible for the payment of all its obligations and indebtedness, will at
all times maintain a business office, records, books of account, and funds
separate from the Depositor and will observe all customary formalities of
independent existence.


(iv)          To the extent such compliance involves
questions of law, the Borrower shall be deemed in compliance with the
requirements of any provision of this paragraph (l) if it is acting in
accordance with an opinion of counsel as to such requirements.


(m)          Weighted Average.  The weighted average interest rate of all
Eligible Accounts shall not be less than 7.25% per annum.  The Borrower shall take all necessary steps
(including, without limitation, the addition or removal of Accounts) as
frequently as necessary (and in any event within two Business Days after the
Borrower receives notice or has actual knowledge of noncompliance with this
Section 5.1(m)) to ensure that in no event shall the weighted average interest
rate of all Eligible Accounts be less than 7.25% per annum.


(n)           Assignments.  The Borrower shall prepare and execute
Assignments in recordable form at the reasonable request of any Managing Agent,
the Agent or the Surety Provider.


(o)           Due Diligence
Review.  Prior to October 15th of each calendar year, the Borrower shall
complete a Due Diligence Review with respect to all Accounts owned by the
Borrower and such other matters as any Managing Agent or the Agent reasonably
requests; provided, however, so long as no Event of Default,
Potential Event of Default, Facility 











Termination Event or Potential Facility Termination Event has occurred,
the Borrower shall only be required to complete one Due Diligence Review at its
expense in any calendar year.


Section 5.2.            Negative
Covenants of Borrower.  At all times
from the date hereof to the date on which all amounts due and owing to any of
the Secured Parties under the Operative Documents have been paid in full and
this Loan Agreement has terminated, unless the Controlling Party shall
otherwise consent in writing:


(a)           No Extension or
Amendment of Accounts.  Except as
permitted by Section 2.1(j) of the Master Servicing Agreement or Section 3.4 of
the CTA Agreement, the Borrower will not extend, amend, or otherwise modify the
terms of any Account, or amend, modify, or waive any term or condition of any
Account Document related thereto.


(b)           No Sale.  The Borrower shall not sell, transfer,
exchange or otherwise dispose of any portion of the Collateral (other than any
Accounts which are not Eligible Accounts or otherwise excluded from the
Borrowing Base) except as expressly permitted by the Operative Documents.


(c)           No Insurance.  The Borrower shall not obtain or carry
insurance relating to the Accounts separate from that required by the Master
Servicing Agreement, unless the Trustee shall have the same rights with respect
thereto as it has with respect to the insurance required by the Master
Servicing Agreement.


(d)           Other Business.  The Borrower shall not engage in any business
or activity other than in connection with, or relating to, the issuance of the
VFN or the preservation of the Collateral and the release of assets therefrom
pursuant to this Loan Agreement, and the other Operative Documents to which the
Borrower is a party.


(e)           Dissolution.  The Borrower shall not dissolve or liquidate
in whole or in part.


(f)            Liens.  The Borrower shall not (i) permit the
validity or effectiveness of this Loan Agreement or the CTA Agreement to be
impaired, or permit the lien of the CTA Agreement to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released
from any covenants or obligations under this Loan Agreement or, (ii) except
as may be expressly permitted by the Operative Documents, permit any lien,
charge, security interest, mortgage or other encumbrance (other than the lien
of the CTA Agreement) to be created on or extend to or otherwise arise upon or
burden the Collateral or any part thereof or any interest therein or the
Proceeds thereof, or (iii) except as permitted by the Operative Documents,
permit the lien of the CTA Agreement not to constitute a valid and perfected
first priority security interest in the Collateral.


(g)           No Amendment.  The Borrower shall not amend the Trust
Agreement without the consent of the Controlling Party.


(h)           No Mergers, Etc.  The Borrower will not consolidate or merge
with or into any other Person.











(i)            Change of Name,
Etc.  The Borrower will not change
its name, identity, or structure or its chief executive office or the
jurisdiction under which it has been organized, unless at least 10 days prior
to the effective date of any such change the Borrower delivers to the Trustee
UCC financing statements, executed by the Borrower, necessary to reflect such
change and to continue the perfection of the Trustee’s (for the benefit of the
Secured Parties) security interest in the Accounts.


(j)            Borrowing Base
Deficiency.  The Borrower shall at
all times be in compliance with Section 2.6(b) hereof.


(k)           Pledged Accounts.  The Borrower shall not move any Pledged
Account from the institution at which they are maintained on the Closing Date,
except as permitted in accordance with Section 2.8.


(l)            Successor Master
Servicer.  The Borrower shall not
permit any change of master servicer, except in accordance with the Master
Servicing Agreement.


(m)          Eligible
Originators.  The Borrower shall not
make any request for a Loan hereunder unless all criteria set forth in the definition
of “Eligible Originator” have been satisfied.


(n)           No Debt.  The Borrower shall not incur any debt except
as contemplated by the Operative Documents.


ARTICLE 6


EVENTS OF DEFAULT
AND FACILITY TERMINATION EVENTS


Section 6.1.            Events
of Default.  The occurrence of any
one or more of the following events shall constitute an Event of Default:


(a)           A default in the
payment of any interest on the VFN at the applicable Discount rate when the
same becomes due and payable;


(b)           A default in the
payment of any principal of the VFN in reduction of the Net Investment when due
and payable;


(c)           Any representation,
warranty, certification, or statement made by the Borrower in this Loan
Agreement or in any other document delivered pursuant hereto or other Operative
Document shall prove to have been incorrect in any material respect when made
or deemed made (other than any representation or warranty of the Borrower with
respect to the Accounts or the eligibility thereof);


(d)           Failure of the
Borrower to pay or deposit any amounts (other than interest or principal due in
respect of the VFN when required hereunder or under any other Operative
Document and such default shall continue unremedied for five (5) Business Days;















(e)           The default by the
Borrower in the performance of any material covenant or undertaking (i) to be
performed or observed under Sections 5.1(d), 5.2(b), (d), (e), (f), (g), or (h)
or (ii) to be performed or observed by the Borrower under any other provision
hereof (other than described in paragraph (b) of this Section 6.1) or under any
other Operative Document and such default in the case of this clause (ii) shall
continue for thirty (30) days;


(f)            Any Event of
Bankruptcy shall occur with respect to the Borrower;


(g)           The Trustee, for the
benefit of the Secured Parties, shall, for any reason, fail to have a valid and
first priority perfected security interest in the Collateral;


(h)           There shall have
occurred any material adverse change in the operations of the Borrower since
the Closing Date which would have or reasonably could be expected to have a
material adverse effect on the Secured Parties or any other event shall have
occurred which materially and adversely affects the Borrower’s ability to
perform under this Loan Agreement or the collectibility of the Accounts;


(i)            (i) The amount on
deposit in the Reserve Account fails to reach the Specified Reserve Account
Requirements on or prior to the 15th Remittance Date following the Closing Date
or on or prior to the sixth Remittance Date following a Reserve Account Event;
provided that (ii) for the period extending six (6) Remittance Dates
following each  Take-Out, there shall be
no Event of Default under this clause (i) unless the amount on deposit in the
Reserve Account shall fail to be equal to or greater than the sum of (A) the
Scheduled Reserve Account Payment for such Remittance Date and (B) $1,000,000;


(j)            The Delinquency
Ratio with respect to the Accounts owned by the Borrower averaged for any three
consecutive Collection Periods exceeds 3.5%;


(k)           A Borrowing Base
Deficiency shall exist beyond the cure period set forth in Section 2.6(b)
hereof;


(l)            The Default Ratio
with respect to the Accounts owned by the Borrower averaged for any three
consecutive Collection Periods exceeds 6%;


(m)          The Borrower shall
become subject to an entity level tax or to registration as an investment
company under the Investment Company Act; or


(n)           The default by the
Borrower in the performance of any material covenant or undertaking to be
performed or observed under Section 5.1(a) hereof shall continue for ten (10)
Business Days.


Section 6.2.            Facility
Termination Events.  The occurrence
of any one or more of the following events shall constitute a Facility
Termination Event:


(a)           Any representation,
warranty, certification, or statement made by the Depositor, any Eligible
Originator or the Originator in any of the Operative Documents, shall prove to
have been incorrect in any material respect when made or deemed made (other
than any representation or warranty with respect to the Accounts or the
eligibility thereof);











(b)           Failure of the
Originator, any Eligible Originator or the Depositor to pay or deposit any
amounts when required hereunder or under any other Operative Document;


(c)           The default by any
Eligible Originator, the Originator or the Depositor, in the performance of any
covenant or undertaking, (other than, with respect to the Depositor, in its
capacity as Master Servicer) to be performed or observed under any Operative
Document and such default continues unremedied for thirty (30) days;


(d)           A Servicer Default
or an event of default under the Subservicing Agreements shall have occurred;


(e)           any Person shall
institute steps to terminate any Pension Plan if the assets of such Pension
Plan are insufficient to satisfy all of its benefit liabilities (as determined
under Title IV of ERISA), or a contribution failure occurs with respect to
any Pension Plan which is sufficient to give rise to a lien under Section
302(f) of ERISA;


(f)            any material
provision of this Loan Agreement or any other Operative Document to which the
Originator, any Eligible Originator or the Depositor is a party shall cease to
be in full force and effect or the Originator, any Eligible Originator or the
Depositor shall so state in writing; or


(g)           an Event of Default
shall occur.


Section 6.3.            Remedies.


(a)           If an Event of
Default described in Section 6.1(f) hereof shall occur, then the entire unpaid
principal amount of the VFN, together with accrued and unpaid interest thereon,
shall automatically, without any notice, declaration or any other action become
immediately due and payable.  If any
other Event of Default shall occur and be continuing, then and in every such
case the Controlling Party may declare the entire principal of and accrued
interest on the VFN to be immediately due and payable and the Facility
Termination Date to have occurred, by a notice in writing to the Borrower and
the Agent, and upon such declaration the entire unpaid principal amount of the
VFN, together with accrued and unpaid interest thereon, shall become
immediately due and payable and the Facility Termination Date shall have
occurred.  Upon the occurrence of an
Event of Default, the Trustee may, and if directed by the Controlling Party,
shall, proceed to protect and enforce its rights and the rights of the Secured
Parties, including its and their rights under the Operative Documents, and to
enforce any other proper remedy or legal or equitable right vested in the
Trustee by this Loan Agreement, the CTA Agreement or any other Operative
Document or by law, by such appropriate actions and proceedings as the Trustee
shall deem most effective or as so directed. 
Upon the declaration of an Event of Default, the Controlling Party, in
addition to all other rights and remedies it has under the Operative Documents,
shall have all other rights and remedies provided under the UCC and all other
applicable laws.  The Facility
Termination Date shall be deemed to have occurred automatically upon the
occurrence of any event described in clause (f) of Section 6.1 with respect to
the Borrower.











(b)           If a Facility
Termination Event shall have occurred, the Controlling Party may declare the
Facility Termination Date to have occurred and upon such declaration, the Facility
Term shall terminate.


ARTICLE 7


INDEMNIFICATION; EXPENSES; RELATED MATTERS


Section 7.1.            Indemnities
by the Borrower.  Without limiting
any other rights which the Indemnified Parties may have hereunder or under
applicable Law, the Borrower hereby agrees to indemnify the Lenders and any
commercial paper issuer that finances the Lenders, the Bank Investors, the
Agent, the Managing Agents, the Surety Provider and their respective officers,
directors, employees, counsel and other agents (collectively, “Indemnified
Parties”) from and against any and all damages, losses, claims,
liabilities, costs and expenses, including reasonable attorneys’ fees (which
such attorneys may be employees of the Bank Investors, the Agent, the Managing
Agents or the Lenders and any commercial paper issuer that finances the
Lenders, as applicable) and disbursements (all of the foregoing being
collectively referred to as “Indemnified Amounts”) awarded against or
incurred by any of them in any action or proceeding between the Borrower) and
any of the Indemnified Parties or between any of the Indemnified Parties and
any third party or otherwise arising out of or as a result of this Loan
Agreement, the other Operative Documents, the funding or maintenance, either
directly or indirectly, by the Agent, the Managing Agents, the Lenders
(including through any Program Support Provider) or any Bank Investor of the
Net Investment or any of the other transactions contemplated hereby or thereby,
excluding, however, (i) Indemnified Amounts to the extent resulting from
gross negligence or willful misconduct on the part of such Indemnified Party,
or (ii) recourse (except as otherwise specifically provided in this Agreement)
for uncollectible Accounts.  Without
limiting the generality of the foregoing, the Borrower shall indemnify each
Indemnified Party for Indemnified Amounts relating to or resulting from:


(a)           any
representation or warranty made by the Borrower, under or in connection with
this Loan Agreement, any of the other Operative Documents or any other
information or report delivered by the Borrower pursuant hereto, or pursuant to
any of the other Operative Documents which shall have been incomplete, false or
incorrect in any respect when made or deemed made;


(b)           the
failure by the Borrower to comply with any applicable Law with respect to any
Account, or the nonconformity of any Account with any such applicable Law;


(c)           the
failure to create and maintain a valid and perfected first priority security
interest in favor of the Trustee, for the benefit of the Secured Parties, in
the Collateral, free and clear of any Adverse Claim;


(d)           the
failure to file or record, or any delay in filing or recording, financing
statements, continuation statements, mortgages or other similar instruments or
documents under the UCC of any applicable jurisdiction or other applicable laws
with respect to any of the Affected Assets;











(e)           any
dispute, claim, offset or defense (other than discharge in bankruptcy) of the
Obligor to the payment of any Account (including a defense based on such
Account not being the legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or from any breach or
alleged breach of any provision of the Accounts restricting assignment of any
Accounts;


(f)            any products
liability claim or personal injury or property damage suit or other similar or
related claim or action of whatever sort arising out of or in connection with
merchandise or services which are the subject of any Account;


(g)           the transfer of an
interest in any Account other than an Eligible Account;


(h)           the failure by the
Borrower to comply with any term, provision or covenant contained in this Loan
Agreement or any of the other Operative Documents to which it is a party or to
perform any of its respective duties or obligations under the Accounts required
to be paid by the Borrower;


(i)            the existence of a
Borrowing Base Deficiency;


(j)            the failure of the
Borrower to pay when due any taxes, including, without limitation, any sales,
excise or personal property taxes payable in connection with any of the
Accounts required to be paid by the Borrower;


(k)           any repayment by any
Indemnified Party of any amount previously distributed in reduction of Net
Investment which such Indemnified Party believes in good faith is required to
be made;


(l)            the commingling by
the Borrower of Available Collections at any time with any other funds;


(m)          any investigation,
litigation or proceeding related to this Loan Agreement, any of the other
Operative Documents, the use of proceeds of any Loan by the Borrower, the
security interest in the Collateral, or any Affected Asset;


(n)           any inability to
obtain any judgment in or utilize the court or other adjudication system of,
any state in which an Obligor may be located as a result of the failure of the
Borrower to qualify to do business or file any notice of business activity
report or any similar report;


(o)           any attempt by any
Person to void, rescind or set-aside any transfer by the Depositor to the
Borrower of any Account or Related Security under statutory provisions or
common law or equitable action, including any provision of the Bankruptcy Code
or other insolvency law;


(p)           any action taken by
the Borrower in the enforcement or collection of any Account;











(q)           any liability under
the Georgia Fair Lending Act as in effect from October 1, 2002 through March 6,
2003; or


(r)            any liability under
the Home Ownership and Equity Protection Act of 1994, as amended, or similar
federal state or local laws or regulations relating to “high cost” or “predatory”
Accounts and otherwise unacceptable Accounts for secondary marketing
transactions rated by the Rating Agencies.


Section 7.2.            Indemnity
for Taxes, Reserves and Expenses.


(a)           If after the Closing
Date, the adoption of any Law or bank regulatory guideline or any amendment or
change in the administration, interpretation or application of any existing or
future Law or bank regulatory guideline by any Governmental Authority charged
with the administration, interpretation or application thereof, or the
compliance with any directive of any Governmental Authority (in the case of any
bank regulatory guideline, whether or not having the force of Law):


(i)            shall subject any Indemnified Party
(or its applicable lending office) to any tax, duty or other charge (other than
Excluded Taxes, as defined below) with respect to this Loan Agreement, the
other Operative Documents, the maintenance or financing of the Net Investment,
or payments of amounts due hereunder, or shall change the basis of taxation of payments
to any Indemnified Party of amounts payable in respect of this Loan Agreement,
the other Operative Documents, the maintenance or financing of the Net
Investment, or payments of amounts due hereunder or its obligation to advance
funds hereunder, either directly or through a Program Support Agreement or the
credit or liquidity support furnished by a Program Support Provider or
otherwise in respect of this Loan Agreement, the other Operative Documents, the
maintenance or financing of the Net Investment (except for changes in the rate
of general corporate, franchise, net income or other income tax imposed on such
Indemnified Party by the jurisdiction in which such Indemnified Party’s
principal executive office is located);


(ii)           shall impose, modify or deem
applicable any reserve, special deposit or similar requirement (including any
such requirement imposed by the Board of Governors of the Federal Reserve
System) against assets of, deposits with or for the account of, or credit
extended by, any Indemnified Party or shall impose on any Indemnified Party or
on the United States market for certificates of deposit or the London interbank
market any other condition affecting this Loan Agreement, the other Operative
Documents, the maintenance or financing of the Net Investment, or payments of
amounts due hereunder or its obligation to advance funds hereunder, either
directly or through a Program Support Agreement or the credit or liquidity
support provided by a Program Support Provider or otherwise in respect of this
Loan Agreement, the other Operative Documents, the maintenance or financing of
the Net Investment; or


(iii)          imposes upon any Indemnified Party any
other condition or expense (including any loss of margin, reasonable attorneys’
fees and expenses, and expenses of litigation or preparation therefor in
contesting any of the foregoing) with respect to this Loan Agreement, the other
Operative Documents, the maintenance or 











financing of
the Affected Assets or Net Investment, or payments of amounts due hereunder or
its obligation to advance funds, either directly or through a Program Support
Agreement or the credit or liquidity support furnished by a Program Support
Provider or otherwise in respect of this Loan Agreement, the other Operative
Documents, the maintenance or financing of the Net Investment,


and the result of any of
the foregoing is to increase the cost to or to reduce the amount of any sum
received or receivable by such Indemnified Party with respect to this Loan
Agreement, the other Operative Documents, the maintenance or financing of the
Net Investment, the Accounts, the obligations hereunder, the funding of any
Loans hereunder or through Program Support Agreement, by an amount deemed by
such Indemnified Party to be material, then, within ten (10) days after demand
by such Indemnified Party through the related Managing Agent, the Borrower
shall pay to the related Managing Agent, for the benefit of such Indemnified
Party, such additional amount or amounts as will compensate such Indemnified
Party for such increased cost or reduction.


(b)           If any Indemnified
Party shall have determined that after the date hereof, the adoption of any
applicable Law or bank regulatory guideline regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof
by any Governmental Authority, or any request or directive regarding capital
adequacy (in the case of any bank regulatory guideline, whether or not having
the force of law) of any such Governmental Authority, has or would have the
effect of reducing the rate of return on capital of such Indemnified Party (and
in the case of the Lender, any Program Support Provider) (or its parent) as a
consequence of such Indemnified Party’s obligations hereunder or with respect
hereto to a level below that which such Indemnified Party (and in the case of
the Lenders, any Program Support Provider) (or its parent) could have achieved
but for such adoption, change, request or directive (taking into consideration
its policies with respect to capital adequacy) by an amount deemed by such
Indemnified Party to be material, then from time to time, within ten (10) days
after demand by such Indemnified Party through the related Managing Agent, the
Borrower shall pay to the related Managing Agent, for the benefit of such
Indemnified Party, such additional amount or amounts as will compensate such
Indemnified Party (and in the case of the Lenders, any Program Support
Provider) (or its parent) for such reduction. 
For the avoidance of doubt, any interpretation of Accounting Research
Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an
adoption, change, request or directive subject to this Section 7.2(b).


(c)           The Agent shall
promptly notify the Borrower in writing of any event of which it has knowledge,
occurring after the date hereof, which will entitle an Indemnified Party to
compensation pursuant to this Section 7.2; provided that no failure to
give or any delay in giving such notice (so long as such notice is given before
the day which is one day and a year after the payment in full of all
outstanding Commercial Paper of the Lenders or other Indebtedness of the
Lenders) shall affect the Indemnified Party’s right to receive such
compensation.  A notice by the Agent or
the applicable Indemnified Party claiming compensation under this Section and
setting forth the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error. 
In determining such amount, the Agent or any applicable Indemnified
Party may use any reasonable averaging and attributing 











methods.  The Indemnified Party
shall provide the Borrower with reasonably detailed calculations supporting
such amounts.


(d)           Anything in this Section
7.2 to the contrary notwithstanding, if any Lender enters into agreements
for the acquisition of interests in receivables from one or more Other
Transferors, such Lender shall allocate the liability for any amounts under
this Section 7.2 which are in connection with a Program Support Agreement
or the credit or liquidity support provided by a Program Support Provider (“Additional
Costs”) to the Borrower and each Other Transferor; provided, however,
that if such Additional Costs are attributable to the Borrower, the Originator,
any Eligible Originator or the Master Servicer and not attributable to any
Other Transferor, the Borrower shall be solely liable for such Additional Costs
or if such Additional Costs are attributable to Other Transferors and not
attributable to the Borrower, the Originator or the Master Servicer, such Other
Transferors shall be solely liable for such Additional Costs.  The Lender shall provide the Borrower with
written notice of any such Additional Costs accompanied by reasonably detailed
calculations supporting such Additional Costs.


Section 7.3.            Taxes.


(a)           All payments and
distributions made hereunder by the Borrower (the “payor”) to any Lender
(directly or to a Program Support Provider), any Managing Agent, any Bank
Investor or the Agent (each, a “recipient”) shall be made free and clear
of and without deduction for any present or future income, excise, stamp or
franchise taxes and any other taxes, fees, duties, withholdings or other
charges of any nature whatsoever imposed by any taxing authority on any
recipient (or any assignee of such parties) (such non-excluded items being
called “Taxes”), but excluding franchise taxes and taxes imposed on or
measured by the recipient’s net income or gross receipts (“Excluded Taxes”).  In the event that any withholding or
deduction from any payment made by the payor hereunder is required in respect
of any Taxes, then such payor shall:


(i)            pay directly to the relevant
authority the full amount required to be so withheld or deducted;


(ii)           promptly forward to each Managing
Agent an official receipt or other documentation satisfactory to each Managing
Agent evidencing such payment to such authority; and


(iii)          pay to the recipient such additional
amount or amounts as is necessary to ensure that the net amount actually
received by the recipient will equal the full amount such recipient would have
received had no such withholding or deduction been required.


Moreover, if any Taxes are directly asserted against
any recipient with respect to any payment received by such recipient hereunder,
the recipient may pay such Taxes and the payor will promptly pay such
additional amounts (including any penalties, interest or expenses) as shall be
necessary in order that the net amount received by the recipient after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such recipient would have received had such Taxes not been
asserted.


 















If the payor fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the recipient the required
receipts or other required documentary evidence, the payor shall indemnify the
recipient for any incremental Taxes, interest, or penalties that may become
payable by any recipient as a result of any such failure.


(b)           Each Lender, Bank
Investor or Conduit Assignee that is not a United States Person (as such term
is defined in Section 7701(a)(30) of the Code (a “US Person”)) for United
States federal income tax purposes (a “Non-US Lender”) shall deliver or caused
to be delivered to the Borrower and the Agent the following properly completed
and duly executed documents;


(i)            two complete and executed (x) U.S.
Internal Revenue Forms W-8BEN (or any successor form thereto) with respect to
an income tax treaty providing for a zero rate of withholding tax on interest,
or (y) U.S. Internal Revenue Service Forms W-8ECI (or any successor form
thereto); or


(ii)           two complete and executed U.S. Internal
Revenue Service Forms W-8BEN (or any successor form thereto), including all
appropriate attachments, documenting the status of such Lender, Bank Investor
or Conduit Assignee as a Non-U.S. Lender and (y) a Section 5.11 Certificate.


Such documents shall be delivered by each such Lender,
Bank Investor or Conduit Assignee on or before the date it becomes a party to
this Loan Agreement and on or before the date, if any, such Lender, Bank
Investor or Conduit Assignee changes its applicable lending office by
designating a different lending office (a “New Lending Office”).  In addition, each Lender, Bank Investor or
Conduit Assignee shall deliver to cause to be delivered such Forms and /or
Certificates promptly upon or before the expiration, obsolescence or invalidity
of any document previously delivered by such Lender, Bank Investor or Conduit
Assignee.  Notwithstanding any other
provision of this Section 7.3(b), a Lender, Bank Investor or Conduit Assignee
shall not be required to deliver any document pursuant to this Section 7.3(b)
that such Lender, Bank Investor or Conduit Assignee is not legally able to
deliver.


(c)           The Borrower shall
not be required to indemnify any Lender, Bank Investor or Conduit Assignee or
to pay any additional amounts to any Lender, Bank Investor or Conduit Assignee
in respect of any U.S. federal income or withholding tax pursuant to this
section 7.3 to the extent that the obligation to withhold any amounts with
respect to U.S. federal income tax existed on the date such Lender, Bank Investor
or Conduit Assignee became a party to this Loan Agreement.


Section 7.4.            Other
Costs and Expenses; Breakage Costs.


(a)           The Borrower agrees, upon receipt of
a written invoice, to cause to be paid, and to save the Lenders, the Surety
Provider, the Bank Investors, the Managing Agents and the Agent harmless
against liability for the payment of, all reasonable out-of-pocket expenses
(including reasonable attorneys’ fees and expenses, any filing fees and
expenses incurred by officers or employees of any Lender, any Bank Investor,
any Managing Agent and/or the Agent) or intangible, documentary or recording
taxes incurred by or on behalf of any Lender, any Bank 











Investor, any Managing
Agent or the Agent (i) in connection with the preparation, negotiation,
execution and delivery of this Loan Agreement, the other Operative Documents
and any documents or instruments delivered pursuant hereto and thereto and the
transactions contemplated hereby or thereby (including the perfection or
protection of the Collateral) and (ii) from time to time (A) relating
to any amendments, waivers or consents under this Loan Agreement and the other
Operative Documents, (B) arising in connection with any Lender’s, any Bank
Investor’s, any Managing Agent’s, the Surety Provider’s or the Agent’s
enforcement or preservation of rights (including the perfection and protection
of the Collateral under the CTA Agreement and this Loan Agreement) or
(C) arising in connection with any audit, dispute, disagreement,
litigation or preparation for litigation involving this Loan Agreement or any
of the other Operative Documents (all of such amounts, collectively, “Transaction
Costs”).


(b)           The Borrower shall pay the Lenders or
Bank Investors, as applicable, on demand an Early Collection Fee due on account
of the reduction of the Net Investment on a day prior to a Remittance Date.


(c)           The Borrower shall pay each Managing
Agent for the account of the related Lender and the Bank Investors, as
applicable, on demand, such amount or amounts as shall compensate the Lenders
and any Bank Investors for any loss, cost or reasonable expense incurred by the
Lenders or Bank Investors (as reasonably determined by the Agent) as a result
of any reduction of any portion of any Loan other than on the maturity date of
the Commercial Paper (or other financing source) funding such portion of any
Loan, such compensation to be (i) limited to an amount equal to any loss or
expense suffered by the Lenders or the Bank Investors during the period from
the date of receipt of such repayment to (but excluding) the maturity date of
such Commercial Paper (or other financing source) and (ii) net of the income,
if any, received by the recipient of such reductions from investing the
proceeds of such reductions of such portion of any Loan.  The determination by the Managing Agents of
the amount of any such loss or expense shall be set forth in a written notice
to the Borrower in reasonable detail and shall be conclusive, absent manifest
error and shall be accompanied by reasonably appropriate back-up materials with
respect to such amounts.


Section 7.5.            Payment.  All amounts required to be paid by the
Borrower under this Article VII (other than legal fees to be paid on the
Closing Date pursuant to Section 7.4(a)(i)) shall be paid from the funds specified
in and in accordance with Section 4.1(d)(viii) and (x) of the CTA Agreement.


ARTICLE 8


MISCELLANEOUS


Section 8.1.            Term of
Agreement.  This Loan Agreement shall
terminate following the Facility Termination Date when the Net Investment has
been reduced to zero, all accrued Discount has been paid in full, all other
amounts due under this Loan Agreement have been paid in full and all other
Aggregate Unpaids have been paid in full; provided, however, that
(i) the rights and remedies of the Surety Provider, the Agent, the Managing
Agents, the Bank Investors or the Lenders with respect to any representation
and warranty made or deemed to be made by Borrower pursuant to this Loan
Agreement, (ii) the indemnification and payment provisions of 











Article VII and (iii) the agreement set forth in Sections 8.9, 8.10 and
8.11 hereof, shall be continuing and shall survive any termination of this Loan
Agreement.


Section 8.2.            Waivers;
Amendments.


(a)           No failure or delay
on the part of the Agent, any Managing Agent, any Bank Investor, the Surety
Provider or any Lender in exercising any power, right, or remedy under this
Loan Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right, or remedy preclude any other further
exercise thereof or the exercise of any other power, right, or remedy.  The rights and remedies herein provided shall
be cumulative and nonexclusive of any rights or remedies provided by law.


(b)           Any provision of
this Loan Agreement may be amended or waived if, but only if, such amendment is
in writing and is signed by the Borrower, the Surety Provider, the Agent, the
Managing Agents, the Majority Investors and the Lenders; provided that
no such amendment or waiver shall, unless signed by each Bank Investor directly
affected thereby, (i) increase the Commitment of a Bank Investor, (ii) reduce
the Net Investment or rate of Discount to accrue thereon or any fees or other
amounts payable hereunder, (iii) postpone any date fixed for the payment of any
scheduled distribution in respect of the Net Investment or Discount with
respect thereto or any fees or other amounts payable hereunder or for
termination of any Commitment, (iv) change the percentage of the Commitments of
Bank Investors which shall be required for the Bank Investors or any of them to
take any action under this Section or any other provision of this Loan
Agreement, (v) release all or substantially all of the property with
respect to which a security or ownership interest therein has been granted hereunder
to the Agent or the Bank Investors or (vi) extend or permit the extension of
the Scheduled Termination Date (it being understood that a waiver of an Event
of Default shall not constitute an extension or increase in the Commitment of
any Bank Investor); and provided, further, that the signature of
the Borrower and the Depositor shall not be required for the effectiveness of
any amendment which modifies the representations, warranties, covenants or
responsibilities of the Master Servicer at any time when the Master Servicer is
not the Depositor or any Affiliate of the Depositor or a successor Master
Servicer is designated by the Agent pursuant to Section 7.1.  In the event the Agent requests a Bank
Investor’s consent pursuant to the foregoing provisions and the Agent does not
receive a consent (either positive or negative) from such Bank Investor within
ten (10) Business Days of such Bank Investor’s receipt of such request, then
such Bank Investor (and its percentage interest hereunder) shall be disregarded
in determining whether the Agent shall have obtained sufficient consent
hereunder.


Section 8.3.            Notices.  Except as provided below, all communications
and notices provided for hereunder shall be in writing (including facsimile or
electronic transmission or similar writing) and shall be given to the other
party at its address or facsimile number set forth below or at such other
address or facsimile number as such party may here-after specify for the
purposes of notice to such party.  Each
such notice or other communication shall be effective (a) if given by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section and confirmation is received, (b) if given by mail three
Business Days following such posting, (c) if given by overnight courier, one
(1) Business Day after deposit thereof with a national overnight courier
service, or (d) if given by any other means, when received at the address
specified in this Section 8.3, provided that a Borrowing Request
shall only be effective 











upon receipt by the related Managing Agent.  However, anything in this Section 8.3
to the contrary notwithstanding, the Borrower hereby authorizes the Managing
Agents, the Bank Investors and the Lenders to effect Loans and Rate Period
selections and to make Eligible Investments based on telephonic notices made by
any Person which the Agent in good faith believes to be acting on behalf of the
Borrower.  The Borrower agrees to deliver
promptly to each Managing Agent a written confirmation of each telephonic
notice signed by an Authorized Officer of the Borrower.  However, the absence of such confirmation
shall not affect the validity of such notice. 
If the written confirmation differs in any material respect from the
action taken by the Agent, the records of the Agent shall govern absent
manifest error.


If to the Lenders:


YC SUSI Trust

Bank of America, N.A.

214 N. Tryon Street

Charlotte, North Carolina  28255

Attention:  Margaux Lucas

Telephone:  (704) 387-7778

Telecopy:  (704) 409-0594


(with a copy to the related Managing Agent)


Atlantic Asset Securitization LLC

Calyon New York Branch Building

1301 Avenue of the Americas

New York, New York 10019

Attention:  Matthew Croghan

Telephone:  (212) 261-7819

Telecopy:  (212) 459-3258


(with a copy to the related Managing Agent)


If to the Borrower:


Mid-State Trust IX

c/o Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention:  Bruce L. Bisson

Telephone:  (302) 651-1000

Telecopy:  (302) 651-8882


Payment Information:


Bank of America,
Dallas TX

ABA # : 111 000 012

Acct. Name: Mid-State Trust IX

Acct. #:  375 056 1634

Ref: Mid-State Trust IX / YC SUSI Trust











with a copy to:


Mid-State Homes, Inc.

4211 W. Boy Scout Boulevard

Tampa, Florida  33607

Attention:  General Counsel

Telephone:  (813) 871-4120

Telecopy:  (813) 871-4430


If to the Trustee:


The Bank of New York

101 Barclay Street, 8 West

New York, New York 10286

Attention:  Corporate Trust Administration - Mid-State Trust IX

Telephone:  (212) 815-6140

Telecopy:  (212) 815-3986


If to the Custodian:


Treasury Bank, a division of Countrywide Bank, N.A.

4100 E. Los Angeles Ave.

Simi Valley, CA 93063

Attention:  Teresita Que

Telephone:  (805) 577-6028

Telecopy:  (805) 577-6069


If to the Agent, Managing Agent or Bank Investor:


Bank
of America, N.A. 

214 North Tryon Street

Charlotte, NC  28255

Attention: Margaux Lucas

Telephone:  (704) 387-7778

Telecopy:  (704) 409-0594


Payment Information:


Deutsche Bank, New York

as Trustee for YC SUSI Trust

ABA 021-001-033

Account No. 00-428-541

Ref:  Mid-State

Attention:  Orinthia Skeete











If to the Managing Agent or Bank Investor:


Calyon New York Branch

Calyon New York Branch Building

1301 Avenue of the Americas

New York, New York 10019

Attention:  Matthew Croghan

Telephone:  (212) 261-7819

Telecopy:  (212) 459-3258


Payment Information:


Calyon New York Branch

ABA 026-008-073

for the account of 

Atlantic Asset Securitization LLC

Account No. 01-25680-0001-00-001

Attention:  Elaine Constantine


If to the Surety Provider:


Ambac Assurance Corporation. 

One State Street Plaza, 19th Floor

New York, New York 10004

Attention: Structured Finance -Mortgage-Backed Securities

Telephone:  (212) 208-3387

Telecopy:  (212) 363-1459


Section 8.4.            Governing
Law; Submission to Jurisdiction; Integration.


(a)           THIS LOAN AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.  THE BORROWER HEREBY SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE
CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS LOAN AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH
A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING IN THIS SECTION 8.4 SHALL
AFFECT THE RIGHT OF THE AGENT, THE MANAGING AGENTS, THE LENDERS, THE SURETY
PROVIDER OR ANY BANK INVESTOR TO BRING ANY ACTION OR PROCEEDING AGAINST THE
BORROWER, OR ANY OF ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.


 















(b)           EACH OF THE PARTIES
HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM
ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP
BETWEEN THEM IN CONNECTION WITH THIS LOAN AGREEMENT OR THE OTHER OPERATIVE
DOCUMENTS.


(c)           This Loan Agreement
contains the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute
the entire Agreement among the parties hereto with respect to the subject
matter hereof superseding all prior oral or written understandings.


Section 8.5.            Severability;
Counterparts.  This Loan Agreement
may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the
same Agreement.  Any provisions of this
Loan Agreement which are prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  Delivery by facsimile of an executed
signature page of this Loan Agreement shall be effective as delivery of an
executed counterpart hereof.


Section 8.6.            Successors
and Assigns.


(a)           This Loan Agreement
shall be binding on the parties hereto and the Surety Provider and their
respective successors and assigns; provided, however, that the
Borrower may not assign any of its rights or delegate any of its duties hereunder
without the prior written consent of the Surety Provider and the Agent.  Except as set forth in clause (b) below, no
provision of this Loan Agreement shall in any manner restrict the ability of
any Lender or any Bank Investor to assign, participate, grant security
interests in, or otherwise transfer any portion of its interest under the
Operative Documents.


(b)           Any Bank Investor
may assign all or any portion of its Commitment and its interest in the Net
Investment and its other rights and obligations hereunder to any Person with
the written approval of a Managing Agent, on behalf of the related Lender, the
Agent and, if such assignee is not an Affiliate of the related Managing Agent,
the reasonable consent of the Borrower. 
Such Person shall, upon the execution of the Assignment and Assumption
Agreement referred to below, become a Bank Investor hereunder.  In connection with any such assignment, the
assignor shall deliver to the assignee(s) an Assignment and Assumption
Agreement, duly executed, assigning to such assignee a pro rata interest in
such assignor’s Commitment and other obligations hereunder and in the Net
Investment and other rights hereunder, and such assignor shall promptly execute
and deliver all further instruments and documents, and take all further action,
that the assignee may reasonably request, in order to protect, or more fully
evidence the assignee’s right, title and interest in and to such interest and
to enable the Agent, on behalf of such assignee, to exercise or enforce any
rights hereunder and under the other Operative Documents to which such assignor
is or, immediately prior to such assignment, was a party.  











Upon any such assignment, (i) the assignee shall have all of the rights
and obligations of the assignor hereunder and under the other Operative
Documents to which such assignor is or, immediately prior to such assignment,
was a party with respect to such assignor’s Commitment and interest in the Net
Investment for all purposes of this Loan Agreement and under the other Operative
Documents to which such assignor is or, immediately prior to such assignment,
was a party and (ii) the assignor shall have no further obligations with
respect to the portion of its Commitment which has been assigned and shall
relinquish its rights with respect to the portion of its interest in the Net
Investment which has been assigned for all purposes of this Loan Agreement and
under the other Operative Documents to which such assignor is or, immediately
prior to such assignment, was a party. 
No such assignment shall be effective unless a fully executed copy of
the related Assignment and Assumption Agreement shall be delivered to the Agent
and the Borrower.  Upon execution, the
Agent shall deliver a copy of the related Assignment and Assumption Agreement
to the Trustee.  All costs and expenses
of the Agent incurred in connection with any assignment hereunder shall be
borne by the Bank Investor and such assignee. 
No Bank Investor shall assign any portion of its Commitment hereunder
without also simultaneously assigning an equal portion of its interest in the
Program Support Agreement to which it is a party or under which it has acquired
a participation.


(c)           By executing and
delivering an Assignment and Assumption Agreement, the assignor and assignee
thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Assumption
Agreement, the assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Loan Agreement, the other Operative
Documents or any other instrument or document furnished pursuant hereto or
thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or value or this Loan Agreement, the other Operative Documents or
any such other instrument or document; (ii) the assignor makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any Eligible Originator, the Originator,
the Depositor or the Master Servicer or the performance or observance by the
Borrower, any Eligible Originator, the Originator, the Depositor or the Master
Servicer of any of their respective obligations under this Loan Agreement, the
other Operative Documents or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Loan Agreement, each other Operative Document and such other instruments,
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Assumption Agreement
and to purchase such interest; (iv) such assignee will, independently and
without reliance upon the Agent, or any of its Affiliates, or the assignor and
based on such agreements, documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Loan Agreement and the other Operative Documents;
(v) such assignee appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under this Loan Agreement, the
other Operative Documents and any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Agent by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto and to enforce
its respective rights and interests in and under this Loan Agreement, the other
Operative Documents and the Affected Assets; (vi) such assignee agrees that it
will perform in accordance with their terms all of the obligations which by the
terms of this Loan Agreement and the other Operative Documents are required to
be performed by it as the assignee of the assignor; and (vii) such assignee
agrees that 











it will not institute against any Lender any proceeding of the type
referred to in Section 8.10 prior to the date which is one year and one
day after the payment in full of all Commercial Paper issued by the Lender.


Section 8.7.            Waiver
of Confidentiality.  The Borrower
hereby consents to the disclosure of any non-public information with respect to
it received by any Lender, the Surety Provider, the Agent, any Managing Agent
or any Bank Investor (A) to any of any Lender, any nationally recognized rating
agency rating a Lender’s commercial paper, the Surety Provider, the Agent, any
Managing Agent, the Liquidity Provider, the Dealers, or the Credit Support
Provider, any other Bank Investor, any dealer or placement agent of or
depositary for a Lender’s Commercial Paper or any of such Person’s counsel or
accountants in relation to this Loan Agreement or (B) to such other Persons in
connection with the enforcement by any such Person of its rights hereunder or
under any other Operative Document.  Such
consent shall not extend to information concerning any Affiliate of the
Borrower.


Section 8.8.            Confidentiality
Agreement.


(a)           The Borrower hereby agrees that it
will not disclose the contents of this Loan Agreement or any other proprietary
or confidential information of any Lender, any Bank Investor, the Agent, any
Managing Agent, the Surety Provider, the Trustee, the Custodian, the Liquidity
Provider or the Credit Support Provider to any other Person except (i) its
auditors and attorneys, employees or financial advisors (other than any
commercial bank), and any nationally recognized rating agency, provided such
auditors, attorneys, employees, financial advisors, or rating agencies are
informed of the highly confidential nature of such information or (ii) as
otherwise required by applicable law or order of a court of competent
jurisdiction.


(b)           The Lenders, the Bank Investors, the
Surety Provider, the Agent, the Managing Agents, the Trustee and the Custodian
each hereby agrees that it will not disclose the contents of this Loan
Agreement or any other proprietary or confidential information of the Borrower
or any Affiliate of the Borrower obtained solely due to its participation in
the transactions connected to this Loan Agreement to any other Person except
(i) its auditors and attorneys, employees or financial advisors (other
than any commercial bank), and any nationally recognized rating agency, provided
such auditors, attorneys, employees, financial advisors, or rating agencies are
informed of the highly confidential nature of such information, (ii) as
otherwise required by applicable law or order of a court of competent
jurisdiction or (iii) as permitted pursuant to Section 8.7.


(c)           Notwithstanding anything herein to
the contrary, except as reasonably necessary to comply with applicable
securities laws, each party (and each employee, representative or other agent
of each party) hereto may disclose to any and all persons, without limitation
of any kind, any information with respect to the United States federal income “tax
treatment” and “tax structure” (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to such parties (or their representatives) relating to such tax
treatment and tax structure; provided that with respect to any document
or similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information,
this sentence shall only apply to such portions of the 











document or similar item
that relate to the United States federal income tax treatment or tax structure
of the transactions contemplated hereby.


Section 8.9.            Liability
of Owner Trustee.  It is expressly
understood and agreed by the parties hereto that (a) this Loan Agreement is
executed and delivered by Wilmington Trust Company, not individually or
personally but solely as Owner Trustee under the Trust Agreement, in the
exercise of the powers and authority conferred and vested in it as the Owner
Trustee, (b) each of the representations, undertakings and agreements herein
made on the part of the Borrower is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but is
made and intended for the purpose for binding only the Borrower, (c) nothing
herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the other parties hereto and by any Person claiming by,
through or under such parties and (d) under no circumstances shall Wilmington
Trust Company be personally liable for the payment of any indebtedness or
expenses of the Borrower or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Borrower
under this Loan Agreement.


Section 8.10.          No
Bankruptcy Petition Against the Lender. 
The Borrower hereby covenants and agrees that, prior to the date which
is one year and one day after the payment in full of all outstanding Commercial
Paper or other indebtedness of the Lenders, it will not institute against, or
join any other Person in instituting against, any Lender any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States.


Section 8.11.          No
Recourse Against Lender. 
Notwithstanding anything to the contrary contained in this Loan
Agreement, the obligations of the Lenders under this Loan Agreement and all
other Operative Documents are solely the corporate obligations of the Lenders
and shall be payable solely to the extent of funds received from the Borrower
in accordance herewith or from any party to any Operative Document in
accordance with the terms thereof in excess of funds necessary to pay matured
and maturing Commercial Paper.


Section 8.12.          Assignment
by Lenders to Conduit Assignee.


(a)           Without limiting Section 2.14 or 8.6
hereof, a Lender may, from time to time, with prior or concurrent notice to the
Borrower and the Master Servicer, in one transaction or a series of
transactions, assign all or a portion of the Net Investment and its rights and
obligations under this Loan Agreement and any other Operative Documents to
which it is a party to a Conduit Assignee. 
Upon and to the extent of such assignment by a Lender to a Conduit
Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion
of the Net Investment, (ii) the related administrator for such Conduit Assignee
will act as the Managing Agent for such Conduit Assignee, with all
corresponding rights and powers, express or implied, granted to the Managing
Agents hereunder or under the other Operative Documents, (iii) such Conduit
Assignee and its liquidity support provider(s) and credit support provider(s)
and other related parties shall have the benefit of all the rights and
protections provided to such Lender and its Program Support Provider(s) herein
and in the other Operative Documents (including any 











limitation on recourse against such Conduit Assignee
or related parties, any agreement not to file or join in the filing of a
petition to commence an insolvency proceeding against such Conduit Assignee,
and the right to assign to another Conduit Assignee as provided in this
paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or
assumed portion) of such Lender’s obligations, if any, hereunder or any other
Operative Document, and such Lender shall be released from such obligations, in
each case to the extent of such assignment, and the obligations of such Lender
and such Conduit Assignee shall be several and not joint, (v) all distributions
in respect of the Net Investment shall be made to the applicable agent or
Managing Agent, as applicable, on behalf of the related Lender and such Conduit
Assignee on a pro  rata basis according to their respective
interests, (vi) the definition of the term “CP Rate” with respect to the
portion of the Net Investment funded with commercial paper issued by the
related Lender from time to time shall be determined in the manner set forth in
the definition of “CP Rate” applicable to such Lender on the basis of the
interest rate or discount applicable to commercial paper issued by such Conduit
Assignee (rather than the Lender), (vii) the defined terms and other terms and
provisions of this Loan Agreement and the other Operative Documents shall be
interpreted in accordance with the foregoing, and (viii) if requested by the
Agent or a Managing Agent with respect to the Conduit Assignee, the parties
will execute and deliver such further agreements and documents and take such
other actions as the Agent or such Managing Agent may reasonably request to
evidence and give effect to the foregoing. 
No assignment by a Lender to a Conduit Assignee of all or any portion of
the Net Investment shall in any way diminish the related Bank Investors’
obligation under Section 2.3 to fund any Investment not funded by such
Lender or such Conduit Assignee or to acquire from such Lender or such Conduit
Assignee all or any portion of the Net Investment pursuant to Section 2.14.  The Agent shall promptly notify the Trustee
of any such assignment.


(b)           In the event that a Lender makes an
assignment to a Conduit Assignee in accordance with clause (a) above, the Bank
Investors: (i) if requested by Bank of America, shall terminate their
participation in the applicable Program Support Agreement to the extent of such
assignment, (ii) if requested by Bank of America, shall execute (either
directly or through a participation agreement, as determined by the Managing
Agents) the program support agreement related to such Conduit Assignee, to the
extent of such assignment, the terms of which shall be substantially similar to
those of the participation or other agreement entered into by such Bank
Investor with respect to the applicable Program Support Agreement (or which
shall be otherwise reasonably satisfactory to Bank of America and the Bank
Investors), (iii) if requested by such Lender, shall enter into such agreements
as requested by the Lender pursuant to which they shall be obligated to provide
funding to the Conduit Assignee on substantially the same terms and conditions
as is provided for in this Loan Agreement in respect of the Lender (or which
agreements shall be otherwise reasonably satisfactory to the Lender and the
Bank Investors), and (iv) shall take such actions as the Agent shall reasonably
request in connection therewith.


Section 8.13.          Assignment
by a Lender to Program Support Provider. 
The Borrower hereby agrees and consents to the assignment by any Lender
from time to time of all or any part of its rights under, interest in and title
to this Loan Agreement and the Net Investment to any Program Support Provider.


Section 8.14.          Surety
Provider Default.  Notwithstanding
anything herein to the contrary, if a Surety Provider Default has occurred and
is continuing, any provision giving the Surety 











Provider the right to consent, appoint, direct, approve of or take any
action (or waive any right to take action) hereunder shall be inoperative and
such rights shall be vested in the Agent; provided, however, that
upon the cure of any such Surety Provider Default, such rights shall be
reinstated.


Section 8.15.          Subrogation
and Cooperation. The Borrower, the Lenders and the Bank Investors
acknowledge that (i) to the extent that the Surety Provider makes payments
under the Surety Bond on account of amounts due on the VFN, the Surety Provider
will be fully subrogated to the rights of the Lenders and/or the Bank
Investors, as applicable, to the extent thereof, to receive such amounts and
(ii) the Surety Provider shall be entitled to be paid such amounts but
only from the source and in the manner provided herein and in the other
Operative Documents for the payment of such amounts. Each of the Lenders and
the Bank Investors shall cooperate in all respects with any reasonable request
by the Surety Provider for action to preserve or enforce the Surety Provider’s
rights or interest under this Loan Agreement and each of the other Operative
Documents without limiting the rights of the Lenders and/or the Bank Investors
as otherwise herein set forth, including, without limitation, a request to take
any one or more of the following actions, in accordance with the terms of the
CTA Agreement:


(i)            institute proceedings for the collection
of all amounts then payable on the VFN, or under this Loan Agreement in respect
of the VFN and all amounts payable under the Operative Documents and to enforce
any judgment obtained and collect from the Borrower moneys adjudged due;


(ii)           sell the Collateral or any portion
thereof or rights or interest therein, at one or more public or private sales
called and conducted in any manner permitted by law;


(iii)          file or record all assignments of
Accounts that have not previously been recorded; and/or


(iv)          exercise any remedies of a secured
party under the UCC and take any appropriate action to protect and enforce the
rights and remedies of the Surety Provider hereunder; provided, however
that the actions described in clauses (i), (ii) and (iv) above may only be
requested following the occurrence of an Event of Default.


Section 8.16.          Benefits
of Agreement.  The Surety Provider
and its successors and assigns shall be third party beneficiaries to the
provisions of this Loan Agreement entitled to enforce the provisions hereof.


Section 8.17.          Limitation
on Payments.  Each party hereto
acknowledges and agrees that (i) YC SUSI Trust is a Delaware statutory trust
and that all obligations which YC SUSI Trust has or may in the future have to
any party to this Agreement or any other party in respect of this Agreement or
the other Operative Documents are obligations and liabilities solely of the
series of the trust, as provided in Section 3806(b)(2) of Chapter 38 of Title
12 of the Delaware Code, 12 Del.Code §3801 et. seq., which has been
designated to hold the VFN and to have the rights and obligations of a Lender
under this Agreement and the other Operative Documents and not of the YC SUSI
Trust generally and that any such obligations and liabilities may be satisfied
solely from the assets of such series of the trust and (ii) Atlantic Asset
Securitization LLC is a 











Delaware limited liability company and that all obligations which
Atlantic Asset Securitization LLC has or may in the future have to any party to
this Agreement or any other party in respect of this Agreement or the other
Operative Documents are obligations and liabilities solely of Atlantic Asset
Securitization LLC.


ARTICLE 9


THE AGENT


Section 9.1.            Appointment
and Authorization of Agent.  Each
Bank Investor and each Lender hereby irrevocably appoints, designates and
authorizes the Agent to take such action on its behalf under the provisions of
this Loan Agreement and each other Operative Document and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of this Loan Agreement and any other Operative Document, together with
such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere in this Loan Agreement or in any other Operative Document,
the Agent shall not have any duties or responsibilities, except those expressly
set forth in this Loan Agreement, nor shall the Agent have or be deemed to have
any fiduciary relationship with any Lender or any Investor, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Loan Agreement or any other Operative Document or
otherwise exist against the Agent. 
Without limiting the generality of the foregoing sentence, the use of
the term “agent” in this Loan Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.


Section 9.2.            Delegation
of Duties.  The Agent may execute any
of its duties under this Loan Agreement or any other Operative Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice
of counsel concerning all matters pertaining to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.


Section 9.3.            Liability
of Agent.  No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Loan Agreement or any other Operative Document
or the transactions contemplated hereby (except for its own gross negligence or
willful misconduct), or (ii) be responsible in any manner to any Investor for
any recital, statement, representation or warranty made by the Borrower, any
Eligible Originator, the Originator, the Depositor or the Master Servicer, or
any officer thereof, contained in this Loan Agreement or in any other Operative
Document, or in any certificate, report, statement or other document referred
to or provided for in, or received by the Agent under or in connection with,
this Loan Agreement or any other Operative Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Loan
Agreement or any other Operative Document, or for any failure of the Borrower,
any Eligible Originator, the Originator, the Depositor, the Master Servicer or
any other party to any Operative Document to perform its obligations hereunder
or thereunder.  No Agent-Related Person
shall be under any obligation to any Lender or any Bank Investor to ascertain
or to inquire as to the observance or performance 











of any of the agreements contained in, or conditions of, this Loan
Agreement or any other Operative Document, or to inspect the properties, books
or records of the Borrower, any Eligible Originator, the Originator, the
Depositor or the Master Servicer or any of their respective Affiliates.


Section 9.4.            Reliance
by Agent.


(a)           the Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it
to be genuine and correct and to have been signed, sent or made by or on behalf
of the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to the Borrower, any Eligible Originator, the
Originator, the Depositor and the Master Servicer), independent accountants and
other experts selected by the Agent.  The
Agent shall be fully justified in failing or refusing to take any action under
this Loan Agreement or any other Operative Document unless it shall first
receive such advice or concurrence of the Majority Investors as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders and the Bank Investors against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Loan Agreement or any other Operative Document in accordance
with a request or consent of the Majority Investors or, if required hereunder,
all Investors and such request and any action taken or failure to act pursuant
thereto shall be binding upon all of the Investors.


(b)           For purposes of determining
compliance with the conditions specified in Article V, each Lender
and each Bank Investor that has executed this Loan Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent by the Agent to such Lender or such Bank Investor
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to such Lender or
such Bank Investor.


Section 9.5.            Notice
of Potential Event of Default, Event of Default Facility, Termination Event or
Servicer Default.  The Agent shall
not be deemed to have knowledge or notice of the occurrence of a Potential
Event of Default, an Event of Default, Facility Termination Event or a Servicer
Default, unless the Agent has received written notice from a Lender, the Surety
Provider, a Bank Investor or the Borrower referring to this Loan Agreement,
describing such Potential Event of Default, an Event of Default, Facility
Termination Event or Servicer Default and stating that such notice is a “Notice
of Potential Event of Default,” “Notice of Event of Default”, “Notice of
Facility Termination Date” or “Notice of Servicer Default,” as applicable.  The Agent will notify the Bank Investors and
the Borrower of its receipt of any such notice. 
The Agent shall (subject to Section 9.4) take such action with
respect to such Potential Event of Default, Event of Default, Facility
Termination Event or Servicer Default as may be requested by the Majority
Investors, provided, however, that, unless and until the Agent
shall have received any such request, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Potential Event of Default, Event of Default or Servicer Default as it shall
deem advisable or in the best interest of the Lenders and the Bank Investors.
















Section 9.6.            Credit
Decision; Disclosure of Information by the Agent.  Each Bank Investor and each Lender
acknowledges that none of the Agent-Related Persons has made any representation
or warranty to it, and that no act by the Agent hereinafter taken, including
any consent to and acceptance of any assignment or review of the affairs of the
Borrower, the Master Servicer, the Originator, any Eligible Originator, the
Depositor or any of their respective Affiliates, shall be deemed to constitute
any representation or warranty by any Agent-Related Person to any Bank Investor
or any Lender as to any matter, including whether the Agent-Related Persons
have disclosed material information in their possession.  Each Bank Investor and each Lender, including
any Bank Investor by assignment, represents to the Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower,
the Master Servicer, the Originator, each Eligible Originator, the Depositor or
their respective Affiliates, and all applicable bank regulatory laws relating
to the transactions contemplated hereby, and made its own decision to enter
into this Loan Agreement and to extend credit to the Borrower hereunder.  Each Bank Investor and each Lender also
represents that it shall, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Loan
Agreement and the other Operative Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower,
the Master Servicer, each Eligible Originator, the Depositor or the
Originator.  Except for notices, reports
and other documents expressly herein required to be furnished to the Bank
Investors and the Lenders by the Agent herein, the Agent shall not have any
duty or responsibility to provide any Investor with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower, the Master Servicer,
the Originator, each Eligible Originator, the Depositor or their respective
Affiliates which may come into the possession of any of the Agent-Related
Persons.


Section 9.7.            Indemnification
of the Agent.  Whether or not the
transactions contemplated hereby are consummated, the Bank Investors shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed
by or on behalf of the Borrower and without limiting the obligation of the
Borrower to do so), pro rata, and hold
harmless each Agent-Related Person from and against any and all Indemnified
Amounts incurred by it; provided, however, that no Bank Investor
shall be liable for the payment to any Agent-Related Person of any portion of
such Indemnified Amounts resulting from such Person’s gross negligence or
willful misconduct; provided, however, that no action taken in
accordance with the directions of the Majority Investors shall be deemed to
constitute gross negligence or willful misconduct for purposes of this
Section.  Without limitation of the
foregoing, each Bank Investor shall reimburse the Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including attorney’s
fees) incurred by the Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Loan Agreement, any other
Operative Document, or any document contemplated by or referred to herein, to
the extent that the Agent is not reimbursed for such 



 58
 









expenses by or on behalf of the Borrower.  The undertaking in this Section 9.7 shall
survive payment of all Aggregate Unpaids and the resignation or replacement of
the Agent.


Section 9.8.            Agent
in Individual Capacity.  Bank of
America (and any successor acting as Agent) and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with any of the Borrower,
the Originator, any Eligible Originator, the Depositor and the Master Servicer
or any of their Subsidiaries or Affiliates as though Bank of America were not
the Agent or a Bank Investor hereunder and without notice to or consent of the
Lenders or the Bank Investors.  The Bank
Investors acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding the Borrower, the Originator, the
Master Servicer, each Eligible Originator, the Depositor or their respective
Affiliates (including information that may be subject to confidentiality
obligations in favor of such Person) and acknowledge that the Agent shall be
under no obligation to provide such information to them.  With respect to its Commitment, Bank of
America (and any successor acting as Agent) in its capacity as a Bank Investor
hereunder shall have the same rights and powers under this Loan Agreement as
any other Bank Investor and may exercise the same as though it were not the
Agent or a Bank Investor, and the term “Bank Investor” or “Bank Investors”
shall, unless the context otherwise indicates, include the Agent in its
individual capacity.


Section 9.9.            Resignation
of Agent.  The Agent may resign as
Agent upon thirty (30) days’ notice to the Bank Investors and the Lenders.  If the Agent resigns under this Loan
Agreement, the Majority Investors shall appoint, with the consent of the
Borrower, which consent shall not unreasonably be withheld, from among the Bank
Investors a successor agent for the Bank Investors.  If no successor agent is appointed prior to
the effective date of the resignation of the Agent, the Agent may appoint,
after consulting with the Bank Investors a successor agent from among the Bank
Investors and, with the consent of the Borrower, which consent shall not
unreasonably be withheld.  Upon the
acceptance of its appointment as successor agent hereunder, such successor
agent shall succeed to all the rights, powers and duties of the retiring Agent
and the term “Agent” shall mean such successor agent and the retiring Agent’s
appointment, powers and duties as Agent shall be terminated.  After any retiring Agent’s resignation
hereunder as Agent, the provisions of this Section 9.9 and Sections 9.3 and 9.7
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Agent under this Loan Agreement.  If no successor agent has accepted
appointment as Agent by the date which is thirty (30) days following a retiring
Agent’s notice of resignation, the retiring Agent’s resignation shall
nevertheless thereupon become effective and the Bank Investors shall perform
all of the duties of the Agent hereunder until such time, if any, as the
Majority Investors appoint a successor agent as provided for above.


Section 9.10.          Payments
by the Agent.  Unless specifically
allocated to a Bank Investor pursuant to the terms of this Loan Agreement, all
amounts received by the Agent on behalf of the Bank Investors shall be paid by
the Agent to the Bank Investors (at their respective accounts specified in
their respective Assignment and Assumption Agreements) pro rata in accordance with their respective outstanding funded
portions of the Net Investment on the Business Day received by the Agent,
unless such amounts are received after 12:00 noon on such Business Day, in
which case the Agent shall use its reasonable efforts to pay such amounts to
the Bank 



 59
 









Investors on such Business Day, but, in any event, shall pay such
amounts to the Bank Investors not later than the following Business Day.


Section 9.11.          Notification
by Agent.


(a)           The Agent agrees, upon its receipt of
notice of a Facility Termination Date described in clause (b), (d) or (e) of
the definition thereof, to promptly notify the Borrower of any such occurrence;
provided, however, that no failure to give or any delay in giving
such notice shall affect the occurrence of the Facility Termination Date.


(b)           The Agent agrees to provide a copy of
the following notices, reports or certificates received by it under this Loan
Agreement to the Surety Provider promptly upon receipt thereof:


(i)            acknowledgment copies of financing
statements referred to in Section 4.2(e) hereof; and documents required
pursuant to Section 4.2(f) hereof; and


(ii)           any financial information required
pursuant to Section 5.1(b) hereof.


Section 9.12.          Limited
Waiver.


(a)           (a)           Pursuant to Section 6.1(e) of the
Loan Agreement, an Event of Default shall occur upon the default by the
Borrower in the performance of any material covenant or undertaking  to be performed or observed by the Borrower
under any provision of the Loan Agreement. 
The Borrower hereby informs the Agent, the Surety Provider and each
Managing Agent of the failure to comply with the requirement of Section
5.1(l)(i) that the Borrower shall furnish to the Agent, the Surety Provider and
each Management Agent copies of the form of each proposed amendment to the
Trust Agreement, the Master Servicing Agreement or the Subservicing Agreement
at least sixty (60) days prior to the proposed date of adoption of any such
proposed amendment (the “Sixty Day Notice Event”).  The Borrower hereby requests that the Agent,
the Surety Provider and each Managing Agent waive any Event of Default
occurring as a result of such Sixty Day Notice Event.  Subject to the following, the Agent, the
Surety Provider and each Managing Agent hereby waives such Event of Default.


(b)           Other than as
provided in subsection (a) above, each of the Agent, the Surety Provider and
Managing Agents has not waived, is not by this Section 9.12 waiving, and has no
intention of waiving, any Event of Default which may be continuing on the date
hereof  and, other than as provided in
this Section 9.12, each of the Agent, the Surety Provider and the Managing
Agents has not agreed to forbear with respect to any of its rights or remedies
concerning any Event of Default which may have occurred or are continuing as of
the date hereof or which may occur after the date hereof.  Each of the Agent, the Surety Provider and
Managing Agents reserves the right, in its sole discretion, to exercise any or
all of its rights and remedies under this Loan Agreement and the other
Transaction Documents as a result of any other Event of Default (other than as
described herein) which may be continuing on the date hereof or any Event of
Default which may occur after the date hereof, and each of the Agent, the
Surety Provider and Managing Agents has not waived any of such rights or
remedies, and 



 60
 









nothing in
this Loan Agreement, and no delay on its part in exercising any such rights or
remedies, should, or shall, be construed as a waiver of any such rights or
remedies.


ARTICLE 10


THE MANAGING AGENTS


Section 10.1.          Appointment
and Authorization of Managing Agents. 
With respect to each applicable Group, each Bank Investor and the
related Lender hereby irrevocably appoints, designates and authorizes the
related Managing Agent to take such action on its behalf under the provisions
of this Loan Agreement and each other Operative Document and to exercise such
powers and perform such duties as are expressly delegated to such Managing
Agent by the terms of this Loan Agreement and any other Operative Document,
together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere in this Loan Agreement or in any other Operative Document,
such Managing Agent shall not have any duties or responsibilities, except those
expressly set forth in this Loan Agreement, nor shall such Managing Agent have
or be deemed to have any fiduciary relationship with the related Lender or any
Investor, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Loan Agreement or any other
Operative Document or otherwise exist against such Managing Agent.  Without limiting the generality of the
foregoing sentence, the use of the term “agent” in this Loan Agreement with
reference to such Managing Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any
applicable Law.  Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties.


Section 10.2.          Delegation
of Duties.  Each Managing Agent may
execute any of its duties under this Loan Agreement or any other Operative
Document by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  No Managing Agent shall be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care.


Section 10.3.          Liability
of Managing Agents.  No Agent-Related
Person shall (a) be liable for any action taken or omitted to be taken by any
of them under or in connection with this Loan Agreement or any other Operative
Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any
Investor for any recital, statement, representation or warranty made by the
Borrower, any Eligible Originator, the Originator, the Depositor or the Master
Servicer, or any officer thereof, contained in this Loan Agreement or in any
other Operative Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Managing Agents
under or in connection with, this Loan Agreement or any other Operative
Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Loan Agreement or any other Operative Document, or for any
failure of the Borrower, any Eligible Originator, the Originator, the
Depositor, the Master Servicer or any other party to any Operative Document to
perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any
obligation to any Lender or any Bank Investor to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or
conditions of, this Loan Agreement or any 



 61
 









other Operative Document, or to inspect the properties, books or
records of the Borrower, any Eligible Originator, the Originator, the Depositor
or the Master Servicer or any of their respective Affiliates.


Section 10.4.          Reliance
by Managing Agents.  Each Managing
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Borrower, any Eligible
Originator, the Originator, the Depositor and the Master Servicer), independent
accountants and other experts selected by the Managing Agents.  Each Managing Agent shall be fully justified
in failing or refusing to take any action under this Loan Agreement or any
other Operative Document unless it shall first receive such advice or
concurrence of the Majority Investors as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders and
the Bank Investors against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.  Each Managing Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Loan
Agreement or any other Operative Document in accordance with a request or
consent of the Majority Investors or, if required hereunder, all Investors and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all of the Investors.(b) For
purposes of determining compliance with the conditions specified in Article V,
each Lender and each Bank Investor that has executed this Loan Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter either sent by the Managing Agents to such Lender
or such Bank Investor for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or acceptable or
satisfactory to such Lender or such Bank Investor.


Section 10.5.          Notice
of Potential Event of Default, Event of Default Facility, Termination Event or
Servicer Default.  No Managing Agent
shall be deemed to have knowledge or notice of the occurrence of a Potential
Event of Default, an Event of Default, Facility Termination Event or a Servicer
Default, unless a Managing Agent has received written notice from a Lender, the
Surety Provider, a Bank Investor or the Borrower referring to this Loan
Agreement, describing such Potential Event of Default, an Event of Default,
Facility Termination Event or Servicer Default and stating that such notice is
a “Notice of Potential Event of Default,” “Notice of Event of Default”, “Notice
of Facility Termination Date” or “Notice of Servicer Default,” as
applicable.  Each Managing Agent will
notify the Bank Investors and the Borrower of its receipt of any such
notice.  Each Managing Agent shall
(subject to Section 10.4) take such action with respect to such
Potential Event of Default, Event of Default, Facility Termination Event or
Servicer Default as may be requested by the Majority Investors, provided,
however, that, unless and until a Managing Agent shall have received any
such request, such Managing Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Potential
Event of Default, Event of Default or Servicer Default as it shall deem
advisable or in the best interest of the Lenders and the Bank Investors.


Section 10.6.          Credit
Decision; Disclosure of Information by the Managing Agents.  Each Bank Investor and each Lender
acknowledges that none of the Agent-Related Persons has 



 62
 









made any representation or warranty to it, and that no act by the
Managing Agents hereinafter taken, including any consent to and acceptance of
any assignment or review of the affairs of the Borrower, the Master Servicer,
the Originator, any Eligible Originator, the Depositor or any of their
respective Affiliates, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Bank Investor or any Lender as to
any matter, including whether the Agent-Related Persons have disclosed material
information in their possession.  Each
Bank Investor and each Lender, including any Bank Investor by assignment, represents
to the Managing Agents that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower, the Master Servicer, the Originator, each
Eligible Originator, the Depositor or their respective Affiliates, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Loan Agreement and to
extend credit to the Borrower hereunder. 
Each Bank Investor and each Lender also represents that it shall,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Loan Agreement and the other Operative Documents,
and to make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, property, financial and other condition
and creditworthiness of the Borrower, the Master Servicer, each Eligible
Originator, the Depositor or the Originator. 
Except for notices, reports and other documents expressly herein
required to be furnished to the Bank Investors and the Lenders by the Managing
Agents herein, the Managing Agents shall not have any duty or responsibility to
provide any Investor with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or
creditworthiness of the Borrower, the Master Servicer, the Originator, each
Eligible Originator, the Depositor or their respective Affiliates which may
come into the possession of any of the Agent-Related Persons.


Section 10.7.          Indemnification
of the Managing Agents.  Whether or
not the transactions contemplated hereby are consummated, the Bank Investors
shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of the Borrower and without limiting the obligation
of the Borrower to do so), pro rata, and
hold harmless each Agent-Related Person from and against any and all Indemnified
Amounts incurred by it; provided, however, that no Bank Investor
shall be liable for the payment to any Agent-Related Person of any portion of
such Indemnified Amounts resulting from such Person’s gross negligence or
willful misconduct; provided, however, that no action taken in
accordance with the directions of the Majority Investors shall be deemed to
constitute gross negligence or willful misconduct for purposes of this
Section.  Without limitation of the
foregoing, with respect to each Group, each Bank Investor shall reimburse the
related Managing Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including attorney’s fees) incurred by such Managing
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Loan Agreement, any other Operative Document, or
any document contemplated by or referred to herein, to the extent that such
Managing Agent is not reimbursed for such expenses by or on behalf of the
Borrower.  The undertaking in this
Section 10.7 shall survive payment of all Aggregate Unpaids and the resignation
or replacement of the Managing Agents.



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Section 10.8.          Managing
Agents in Individual Capacity.  Bank
of America and Calyon (and any successors acting as Managing Agent) and their
Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
any of the Borrower, the Originator, any Eligible Originator, the Depositor and
the Master Servicer or any of their Subsidiaries or Affiliates as though Bank
of America and Calyon were not the Managing Agents or Bank Investors hereunder
and without notice to or consent of the Lenders or the Bank Investors.  The Bank Investors acknowledge that, pursuant
to such activities, Bank of America and Calyon or their Affiliates may receive
information regarding the Borrower, the Originator, the Master Servicer, each
Eligible Originator, the Depositor or their respective Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Person) and acknowledge that the Managing Agents shall be under no obligation
to provide such information to them. 
With respect to its Group’s Commitment, Bank of America and Calyon (and
any successors acting as Managing Agent) in their capacities as Bank Investors
hereunder shall have the same rights and powers under this Loan Agreement as
any other Bank Investor and may exercise the same as though they were not a
Managing Agent or a Bank Investor, and the term “Bank Investor” or “Bank
Investors” shall, unless the context otherwise indicates, include the Managing
Agents in its individual capacity.


Section 10.9.          Resignation
of Managing Agents.  Each Managing
Agent may resign as Managing Agent upon thirty (30) days’ notice to the Bank
Investors and the Lenders.  If a Managing
Agent resigns under this Loan Agreement, with respect to each Group, the
Majority Investors shall appoint, with the consent of the Borrower, which
consent shall not unreasonably be withheld, from among the Bank Investors a
successor agent for the Bank Investors. 
If no successor agent is appointed prior to the effective date of the
resignation of a Managing Agent, such Managing Agent may appoint, after
consulting with the related Bank Investors a successor agent from among such
Bank Investors and, with the consent of the Borrower, which consent shall not
unreasonably be withheld.  Upon the
acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Managing
Agent and the term “Managing Agent” shall include such successor agent and the
retiring Managing Agent’s appointment, powers and duties as Managing Agent
shall be terminated.  After any retiring
Managing Agent’s resignation hereunder as Managing Agent, the provisions of
this Section 10.9 and Sections 10.3 and 10.7 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was a Managing Agent
under this Loan Agreement.  If no
successor agent has accepted appointment as a Managing Agent by the date which
is thirty (30) days following a retiring Managing Agent’s notice of
resignation, the retiring Managing Agent’s resignation shall nevertheless
thereupon become effective and the related Bank Investors shall perform all of
the duties of such Managing Agent hereunder until such time, if any, as the
Majority Investors appoint a successor agent as provided for above.


Section 10.10.        Payments
by the Managing Agents.  Unless
specifically allocated to a Bank Investor pursuant to the terms of this Loan
Agreement, all amounts received by the Managing Agents on behalf of the related
Bank Investors shall be paid by such Managing Agent to such Bank Investors (at
their respective accounts specified in their respective Assignment and
Assumption Agreements) pro rata in
accordance with their respective outstanding funded portions of the Net
Investment on the Business Day received by such Managing Agent, unless such
amounts are received after 12:00 noon on such Business Day, in which case such
Managing 



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Agent shall use its reasonable efforts to pay such amounts to such Bank
Investors on such Business Day, but, in any event, shall pay such amounts to
such Bank Investors not later than the following Business Day.


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pages omitted]



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