<PAGE>

                                                                    Exhibit 10.1

                                      RBS GREENWICH CAPITAL
                                      Greenwich Capital Financial Products, Inc.
                                      600 Steamboat Road
                                      Greenwich, Connecticut 06830

                                      Telephone:  203.625.2700

                                      www.gcm.com

                                      January 21, 2005 (Revised)


American Business Financial Services, Inc.
American Business Credit, Inc.
HomeAmerican Credit, Inc.
American Business Mortgage Services, Inc.
ABFS Consolidated Holdings, Inc.
The Wannamaker Building
100 Penn Square East
Philadelphia, PA 19107
Attention:  Anthony Santilli

                                Commitment Letter
                                -----------------

Dear Tony:

        You have informed the undersigned that American Business Financial
Services, Inc., a Delaware corporation ("ABFS"), American Business Credit, Inc.,
a Pennsylvania corporation ("ABC"), HomeAmerican Credit, Inc., a Pennsylvania
corporation ("HAC"), American Business Mortgage Services, Inc.; a New Jersey
corporation ("ABMS"), and ABFS Consolidated Holdings, Inc., a Delaware
corporation ("ABFS CONSOLIDATED" and together with ABFS, ABC, HAC and ABMS
individually a "BORROWER" and collectively, the "BORROWERS"), are seeking
financing in connection with their contemplated filing for reorganization under
Chapter 11 of the United States Bankruptcy Code (the "BANKRUPTCY CODE") in the
United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY
COURT").

        We are pleased to confirm the commitment of Greenwich Capital Financial
Products, Inc ("GREENWICH"), subject to the terms and conditions in this letter
and in the Summary of Terms (as defined below), to provide debtor-in-possession
financing through a revolving and non-revolving credit facility in an amount not
to exceed $500,000,000 ($450,000,000 until syndication of an additional
$50,000,000) ("DIP FACILITY"), to the Borrowers as debtors and
debtors-in-possession, pursuant to one or more cases to be filed under Chapter
11 of the Bankruptcy Code (the "CASE") in the Bankruptcy Court. The Borrowers
will secure their respective obligations with a security interest under Sections
364 (c) and (d) of the Bankruptcy Code as set forth in detail in the Summary of
Terms (as defined below). Greenwich will act as agent (the "AGENT") for itself
and such other lending institutions which may become party from

<PAGE>

time to time to the DIP Facility through assignments (the "LENDERS"). In order
to enable the Agent to bring relevant expertise to bear on its engagement under
this Commitment Letter (as defined below) from among its affiliates, you agree
that the Agent may perform the services contemplated hereby in conjunction with
its affiliates, and that any of such affiliates performing services hereunder
shall be entitled to the benefits and subject to the terms of this Commitment
Letter (as defined below). Based on our discussions and on the financial
statements, projections and other information and documents previously furnished
to us, attached hereto as ANNEX I is the debtor-in-possession financing term
sheet (the "SUMMARY OF TERMS") which sets forth the terms on which the Lenders
would be willing to provide the proposed DIP Facility (this letter and the
Summary of Terms are collectively referred to as the "COMMITMENT LETTER").
Capitalized terms used herein but not defined herein shall have the meanings
assigned thereto in the Summary of Terms.

        Although the Commitment Letter sets forth the principal terms of the DIP
Facility, you should understand that Agent and the Lenders reserve the right to
propose terms in addition to these terms which will not substantially change or
alter the terms of this commitment. Moreover, the Commitment Letter does not
purport to include all of the customary representations, warranties, defaults,
definitions and other terms which will be contained in the definitive documents
for the transaction, all of which must be satisfactory in form and substance to
us and our counsel, you and your counsel, and the other Lenders and their
counsel prior to proceeding with the proposed DIP Facility.

        This commitment is subject to (a) the Lenders' satisfaction with, and
the approval by the Bankruptcy Court of, (i) all aspects of the DIP Facility and
the transactions contemplated thereby, including, without limitation, the
administrative expense priority of, and the senior lien and other liens to be
granted to secure, such DIP Facility and all definitive documentation in
connection therewith and (ii) all actions to be taken, undertakings to be made
and obligations to be incurred by the Borrowers in connection with the DIP
Facility (all such approvals to be evidenced by the entry of one or more orders
of the Bankruptcy Court satisfactory in form and substance to the Lenders, which
orders shall, among other things, approve the payment by the Borrowers of all of
the fees described in the Summary of Terms on the dates and in the amounts
provided in the Summary of Terms); (b) the Lenders' direct first priority
security interest in the Residual Interests, (c) the Lenders' satisfaction of
the arrangements with and/or treatment of the Shared Collateral which is subject
to compliance with the limitation on liens contained in Section 4.7(ii) of the
Indenture dated as of December 31, 2003 (the "COLLATERALIZED NOTE INDENTURE"),
by and between ABFS and U.S. Bank National Association, as trustee, with respect
to any Shared Collateral that is "Collateral" (as defined in the Collateralized
Note Indenture); (d) there not having occurred or becoming known to any Lender,
any material disruption or material adverse change in the business, condition
(financial or otherwise), operations, assets or prospects of the Borrowers on a
consolidated basis from that shown in the information made available to such
Lender on or prior to the date hereof (other than the commencement of the Case
and the consequences that would normally result therefrom); (e) the Lenders not
becoming aware of any information not previously disclosed to the Lenders that
the Lenders reasonably believe to be materially and adversely inconsistent with
their understanding, based on the information provided to the Lenders prior to
the date hereof, of the business, condition (financial or otherwise),
operations, assets or prospects of the Borrowers on a consolidated basis; and
(f) the other conditions set forth or referred to in the Summary of Terms.


                                      -2-
<PAGE>

        By your signature below, you agree to pay all reasonable out-of-pocket
costs and expenses incurred by the Lenders and their agents in connection with
this Commitment Letter, the transactions contemplated hereby and the Lenders'
ongoing due diligence in connection therewith (the "EXPENSES") (including,
without limitation, reasonable attorneys' fees and expenses, appraisal fees and
expenses, asset evaluation fees and expenses, accountant's fees and expenses and
financial advisors' fees and expenses and other out-of-pocket costs and
expenses) whether or not such transactions are consummated.

        Further, in consideration of the commitment contained herein, you agree
to pay the Agent for the accounts of itself and the other Lenders, or certain of
them, as applicable, the fees described in the Summary of Terms on the dates and
in the amounts provided in the Summary of Terms.

        By your signature below, you further agree to indemnify and hold
harmless each Lender and each of its officers, directors, employees, affiliates,
agents and controlling persons from and against any and all losses, claims,
damages and liabilities to which any such person may become subject arising out
of, or in connection with this Commitment Letter, the transactions contemplated
hereby or any claim, litigation, investigation or proceeding relating to any of
the foregoing, whether or not any of such indemnified persons is a party
thereto, and to reimburse each of such indemnified persons, from time to time
upon their demand, for any reasonable legal or other expenses incurred in
connection with investigating or defending any of the foregoing, whether or not
the transactions contemplated hereby are consummated, PROVIDED that the
foregoing indemnity will not, as to any indemnified person, apply to losses,
claims, damages, liabilities or related expenses to the extent that they are
determined by the final judgment of a court of competent jurisdiction to have
resulted from the willful misconduct or gross negligence of such indemnified
person.

        You agree that this Commitment Letter is for your confidential use only
and that it will not be disclosed by you to any person other than to (i) the
Lenders and their counsel, (ii) the Bankruptcy Court in connection with the
Case, and (iii) your employees, officers, directors, accountants, attorneys, and
other advisors, in each case in connection with the transactions contemplated
hereby and subject to agreement to the confidentiality provisions hereof, and to
any other person consented to by the Agent, PROVIDED that nothing herein shall
prevent you from disclosing this letter (a) upon the order of any applicable
court or administrative agency, (b) upon the request or demand of any applicable
administrative or regulatory agency or authority, (c) to the extent that such
information has been publicly disclosed through no violation of this agreement,
or (d) otherwise as required by law (including, without limitation, upon the
request or demand of any official creditors' committee in the Case).

        This Commitment Letter shall not be assignable by you without the prior
written consent of the Lenders, and may not be amended or any provision hereof
waived or modified except by an instrument in writing signed by you and the
Lenders.

        THE COMMITMENT LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE UNDERSIGNED PARTIES HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN


                                      -3-
<PAGE>

RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF OR IN CONNECTION WITH
THIS COMMITMENT LETTER, AND ANY OTHER COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE UNDERSIGNED
PARTIES IN CONNECTION WITH THIS COMMITMENT LETTER. IN NO EVENT SHALL ANY PARTY
TO THIS COMMITMENT LETTER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR
PUNITIVE DAMAGES IN CONNECTION WITH THE FINANCING, OR WITH OUR DELIVERY OF THIS
COMMITMENT LETTER.

        The compensation, reimbursement, indemnification and confidentiality
provisions contained herein shall remain in full force and effect regardless of
whether definitive financing documentation shall be executed and delivered and
notwithstanding the termination of this Commitment Letter or the commitment of
the Lender hereunder.

        The commitment set forth herein shall be considered withdrawn if for any
reason you fail to deliver to the Agent's office at 600 Steamboat Road,
Greenwich, Connecticut 06830, Attention: John C. Anderson, the enclosed copy of
this letter signed by you, by 5:00 p.m. New York time on Friday, January 22,
2005.


                                      -4-
<PAGE>

        This Commitment Letter may be executed in any number of counterparts,
each of which will be an original and all of which, when taken together, will
constitute one agreement.

                                                Very truly yours,

                                                GREENWICH CAPITAL
                                                FINANCIAL PRODUCTS, INC., as
                                                Agent and a Lender

                                                By: /s/ John C. Anderson
                                                    --------------------
                                                Name: John C. Anderson
                                                Title: Managing Director



Accepted and agreed to as of
the date first above written:

AMERICAN BUSINESS FINANCIAL SERVICES, INC.
AMERICAN BUSINESS CREDIT, INC.
HOMEAMERICAN CREDIT, INC.
AMERICAN BUSINESS MORTGAGE SERVICES, INC.
ABFS CONSOLIDATED HOLDINGS, INC.


By: /s/ Anthony J. Santilli
    -----------------------
Name: Anthony J. Santilli
Title: President, Chief Executive Officer
       and Chief Operating Officer


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<PAGE>

                                                           RBS GREENWICH CAPITAL


                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.
                                SUMMARY OF TERMS
                                  $500,000,000
                     DEBTOR-IN-POSSESSION FINANCING FACILITY

BORROWERS:              American Business Financial Services, Inc. ("ABFS"),
                        American Business Credit, Inc. ("ABC") and their
                        affiliates which are "debtors" under Chapter 11 of the
                        Bankruptcy Code (the "CASE") in the United States
                        Bankruptcy Court for the District of Delaware (the
                        "BANKRUPTCY COURT"). Each Borrower shall be joint and
                        several obligors with respect to the DIP Facility.

DEBTORS:                Same as Borrowers.

DIP FACILITY:           $500,000,000 credit facility (the "DIP FACILITY" or the
                        "FACILITY"), consisting of five tranches as follows:

                        o       TRANCHE A "DRY" MORTGAGE WAREHOUSE SUBFACILITY:
                                Revolving credit facility for the funding of
                                newly originated mortgage loans of the type and
                                quality eligible for funding (the "MORTGAGE
                                LOANS") under that certain Master Loan and
                                Security Agreement, dated as of October 14,
                                2003, by and between ABFS Warehouse Trust 2003-2
                                and Chrysalis Warehouse Funding, LLC (the
                                "EXISTING CMG FACILITY").

                        o       TRANCHE B "WET-INK" MORTGAGE WAREHOUSE
                                SUBFACILITY: Revolving credit facility for the
                                funding of newly originated Mortgage Loans for
                                which the Custodian has not received the
                                documentation required for funding such Mortgage
                                Loan under Tranche A of the Facility (a "WET-INK
                                MORTGAGE LOAN").

                        o       TRANCHE C WORKING CAPITAL SUBFACILITY: Revolving
                                credit facility for general corporate purposes.

                        o       TRANCHE D SERVICING ADVANCE SUBFACILITY:
                                Non-revolving credit facility secured by
                                existing and future Servicing Advances, Property
                                Preservation Expenses, Liquidation Expenses
                                (collectively "SERVICING ADVANCES"), monthly
                                out-of-pocket advances of delinquent principal
                                and interest ("PERIODIC ADVANCES"), Late Fees,
                                NSF Fees and other ancillary servicing fees
                                (collectively "ANCILLARY FEES") and fees for
                                early loan prepayment ("PREPAYMENT PENALTIES"),
                                in each case to which any Borrower is entitled
                                to reimbursement or collection under the related
                                securitization trust documents (together
                                "SERVICING REIMBURSEMENT RIGHTS").


                                      -1-
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                                                           RBS GREENWICH CAPITAL


                        o       TRANCHE E PREPETITION MORTGAGE LOAN SUBFACILITY:
                                Non-revolving credit facility for the funding of
                                the repayment of the 10% subordinated interest
                                (the "SUBORDINATED INTEREST") in the mortgage
                                loan portfolio funded under the Existing CMG
                                Facility.

MAXIMUM CREDIT:         Outstanding Advances under the DIP Facility may not
                        exceed $500,000,000.

                        Outstanding Advances under each Subfacility are subject
                        to the following sublimits:

                                Subfacility             Sublimit
                                -----------             --------
                                 Tranche A              $500,000,000(1)
                                 Tranche B              $60,000,000 (2)
                                 Tranche C              $55,000,000 (3)
                                 Tranche D              $15,000,000 (3),(4)
                                 Tranche E              $20,000,000


                        (1)  Less amounts outstanding under the Existing CMG
                        Facility. Limited to $450,000,000 until syndication of
                        at least $50,000,000.
                        (2)  The greater of (a) $40,000,000 and (b) 15% of
                        outstanding Tranche A advances subject to a maximum of
                        $60,000,000. The Lenders will consider in good faith an
                        increase in the sublimit upon (a) demonstration by the
                        Borrowers of sound systems and controls for wet funding
                        for a minimum of two end-of-month wet funding cycles;
                        (b) confirmation by Lenders of consistent mortgage loan
                        underwriting quality; and (c) demonstrated capacity need
                        following reasonable efforts by the Borrowers to
                        decrease wet-to-dry processing time and after wet
                        funding efficiencies.
                        (3)  At no time shall aggregate amounts outstanding
                        under Tranche C and Tranche D exceed $65,000,000.
                        (4)  $10,000,000 at closing with an increase to
                        $15,000,000 occurring on or before March 31, 2005
                        subject to receipt of a written stalking horse bid for
                        the securitization trust servicing rights and Servicing
                        Reimbursement Rights (collectively, the "SERVICING
                        RIGHTS") subject only to court approval in the amount of
                        at least $20,000,000 (a "QUALIFYING BID") and
                        closing/servicing transfer to occur on or before July
                        29, 2005.

DIP LENDER:             Greenwich Capital Financing Products, Inc.
                        ("GREENWICH")and other co-lenders as agreed between
                        Greenwich and the Borrower (collectively, the "DIP
                        LENDERS" or the "LENDERS"). Greenwich shall have the
                        right to participate any portion of the DIP Facility
                        without consent of the Borrower.

AGENT:                  Greenwich Capital Financial Products, Inc. (the "AGENT")


                                      -2-
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                                                           RBS GREENWICH CAPITAL


TERM:                   All commitments of the DIP Lender under the Facility
                        shall terminate and all advances outstanding under the
                        Facility shall be due and payable at the earliest of:
                        (i) 364 days following the Effective Date; (ii) the
                        consummation of any sale pursuant to Section 363 of the
                        Bankruptcy Code of a material portion of Debtors' assets
                        (other than Servicing Rights); (iii) the effective date
                        of any plan of reorganization; (iv) conversion of any of
                        the Debtors' bankruptcy cases to a case under Chapter 7
                        of the Bankruptcy Code; (v) dismissal of any of the
                        Debtors' bankruptcy cases; or (vi) the occurrence of an
                        event of default under the Facility (the earliest to
                        occur of (i) - (vi), the "MATURITY DATE").

INTEREST RATE:          One-month LIBOR plus the Applicable Margin shown below:

                                Tranche         Applicable Margin
                                -------         -----------------
                                   A              4.0% per annum
                                   B              6.0% per annum
                                   C              8.50% per annum
                                   D              8.50% per annum
                                   E              7.00% per annum

DEFAULT RATE:           Upon the occurrence of an Event of Default, the Interest
                        Rate shall be increased by 300 basis points.

FACILITY                FEE: The DIP Lender will be entitled to receive as
                        compensation for the DIP Facility a fee equal to (a) if
                        the DIP Facility obligations are paid in full by
                        September 30, 2005, and no Event of Default has occurred
                        prior to such date, 3.00% of the Maximum Credit and (b)
                        otherwise, 3.50% of the Maximum Credit, in each case
                        payable as follows:
                        (a)     0.60% of the Maximum Credit payable upon
                                approval of the Facility by the Bankruptcy
                                Court;
                        (b)     0.10% of the Maximum Credit per month during the
                                Term; provided that such fee may be deferred for
                                any two months during the Term provided such
                                fees are paid within 60 days of such deferral or
                                at the Maturity Date, whichever is earlier and
                        (c)     The balance payable on the earlier of (i) the
                                Maturity Date and (ii) December 30, 2005.

                        The Lenders may in their discretion with 30 days' notice
                        to the Borrowers increase advances under Tranche C to
                        pay to the Lenders any unpaid Facility Fees, however,
                        such advances shall (a) accrue interest at the Tranche A
                        Interest Rate from and after September 30, 2005 to the
                        extent outstanding, (b) be deemed to be the last
                        advances repaid under Tranche C, (c) not be included in
                        the Tranche C Borrowing Base calculation or availability
                        test, but (d) shall be included in the determination of
                        availability under the Maximum Credit.


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                                                           RBS GREENWICH CAPITAL


NONUSAGE FEE:           0.50% per annum on daily average unused amount of the
                        Maximum Credit payable monthly in arrears, accruing from
                        the date of the Facility but payable beginning on May 1,
                        2005.

REMITTANCE DATE:        Two business days following the distribution of proceeds
                        relating to the Residual Interest scheduled for the 15th
                        and 25th calendar days of each month.

AVAILABILITY PRIOR
TO FINAL ORDER:         To be determined.

USE OF ASSET            So long as no Event of Default or material default has
DISPOSITION PROCEEDS    occurred under the Facility, net proceeds from any sales
                        of or other disposition of mortgage loan Collateral in
                        the ordinary course of business may be applied by the
                        Borrowers for general corporate purposes, subject to
                        satisfaction of any Borrowing Base Deficiency resulting
                        from such sale.

COLLATERAL:             All indebtedness and obligations under the Facility will
                        be secured by (i) security interests and liens granted
                        pursuant to Section 364(c) and (d) of the Bankruptcy
                        Code (the "PRIORITY LIEN"), with priority over all valid
                        and perfected existing and future security interests,
                        liens, claims and encumbrances, in and on all assets of
                        the Borrowers including without limitation all mortgage
                        loans, mortgage loan interests, the servicing rights,
                        periodic advances, servicing advances, residual
                        interests, and all real and personal property, tangible
                        or intangible assets, including all bank accounts,
                        deposits and cash, wherever located, whether now
                        existing or hereafter acquired of the Debtors, the
                        Debtors' bankruptcy estates and the subsidiaries and
                        affiliates of the Debtor (the "DEBTOR COLLATERAL") and
                        all proceeds, products, rents, revenues and profits of
                        the Collateral (exclusive of any avoidance actions
                        available to the bankruptcy estates of the Debtors
                        pursuant to Sections 544, 545, 547, 548, 549, 550,
                        553(b) or 724(a) of the Bankruptcy Code), subject only
                        to (a) the Carve-Out (as defined below), and (b) other
                        permitted liens approved by the Lender and (ii) first
                        priority security interests and liens on securitization
                        trust residual interests (the "RESIDUAL INTERESTS")
                        currently held in ABFS Mortgage Loan Warehouse Trust
                        2003-1 (the "CMG TRUST COLLATERAL") and in ABFS Mortgage
                        Loan Warehouse Trust 2004-2 (the "PATRIOT TRUST
                        COLLATERAL") (such Residual Interests together with the
                        Debtor Collateral, the "COLLATERAL") subject to
                        compliance with the limitation on liens contained in
                        Section 4.7(ii) of the Indenture (the "COLLATERALIZED
                        NOTE INDENTURE") dated as of December 31, 2003, by and
                        between ABFS and U.S. Bank National Association, as
                        trustee, with respect to any CMG Trust Collateral that
                        is "Collateral" (as defined in the Collateralized Note
                        Indenture) (the "SHARED COLLATERAL"); provided, however,
                        that the lien on the Shared Collateral in favor of the
                        Lender shall not at any time be less than $150,000,000
                        minus any amounts realized by Lender against the Shared
                        Collateral following an Event of Default. In addition,
                        to the extent of the outstanding obligations of the


                                      -4-
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                                                           RBS GREENWICH CAPITAL


                        Borrowers under the Facility, the DIP Lenders shall be
                        granted superpriority claims over all other claims
                        against the Debtors other than the Carve-Out (as defined
                        below).

                        No costs or expenses of administration shall be imposed
                        against the Collateral under Section 506(c) of the
                        Bankruptcy Code other than the Carve-Out (as defined
                        below).

                        Each Tranche will be cross-collateralized and
                        cross-defaulted with all other Tranches.

CARVE-OUT:              Professionals fees not to exceed $750,000, PROVIDED
                        HOWEVER, that (i) the Carve-Out shall not limit the fees
                        payable to the U.S. Trustee in the Chapter 11 Case
                        pursuant to the Bankruptcy Code, 28 U.S.C. ss. 1930, or
                        other similar statute mandating payment of U.S. Trustee
                        fees and (ii) no portion of the Carve-Out shall be used
                        to challenge the Facility (including the liens securing
                        the Facility) or the Existing CMG Facility (including
                        the liens securing the Existing CMG Facility).

TRANCHE A               The Borrowing Base assets and the Advance Rates for such
BORROWING BASE:         assets for the Tranche A Subfacility shall be as
                        follows:

                        Asset Description       Advance Rate
                        -----------------       ------------
                        Dry Mortgage Loans      Identical to the advance rates
                                                set forth in the Existing CMG
                                                Warehouse except as set forth on
                                                Schedule A.

TRANCHE B               The Borrowing Base assets and the Advance Rates for the
BORROWING BASE:         Tranche B Subfacility shall be as follows:

                        Asset Description       Advance Rate
                        -----------------       ------------
                        Wet Mortgage Loans      Identical to the advance rates
                                                set forth in the Existing CMG
                                                Facility for the same category
                                                of mortgage loans LESS 500 basis
                                                points.

TRANCHE C               The Borrowing Base assets and the Advance Rates for the
BORROWING BASE:         Tranche C Subfacility shall be as follows:

                        Asset Description       Advance Rate
                        -----------------       ------------
                        Residual Interests      The product of (a) the Target
                                                LTV percentage for the
                                                applicable month multiplied by
                                                (b) the "lending value" of the
                                                residual interests as determined
                                                by Lenders LESS (c) the
                                                Carve-Out, in any event not to
                                                exceed $55,000,000.


                                      -5-
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                                                           RBS GREENWICH CAPITAL


TRANCHE D               The Borrowing Base assets and the Advance Rates for the
BORROWING BASE:         Tranche D Subfacility shall be as follows:

                        Asset Description               Advance Rate
                        -----------------               ------------
                        Periodic Advances               75%
                        Servicing Reimbursement         50%
                        Rights, excluding Periodic
                        Advances and Ancillary Fees

TRANCHE E               The Borrowing Base assets and the Advance Rates for the
BORROWING BASE:         Tranche E Subfacility shall be as follows:

                        Asset Description               Advance Rate
                        -----------------               ------------
                        Subordinated Interest           The lesser of: (a) 10%
                                                        of advances outstanding
                                                        under the Existing CMG
                                                        Facility on the
                                                        effective date of the
                                                        DIP Facility; and (b)
                                                        (i) the lesser of (x)
                                                        95% of the fair value of
                                                        the mortgage loans
                                                        subject to the Existing
                                                        CMG Facility as
                                                        reasonably determined by
                                                        Greenwich and (y) 97% of
                                                        the unpaid principal
                                                        balance of such loans
                                                        LESS (ii) the unpaid
                                                        principal amount of the
                                                        Senior Interest.

ADVANCES:               Advances may be made under the Facility to the extent of
                        availability thereunder, provided that after giving
                        effect to such advances the Borrowers on a consolidated
                        basis have unrestricted cash of $15,000,000 or less.

TRANCHE A, B, C, D      The Tranche A, B, C, D and E Advances shall be repaid as
& E AMORTIZATION:       necessary to cure any  Borrowing Base deficiency with
                        respect to such Tranches.

TRANCHE C               Proceeds received in respect of the residual interests
AMORTIZATION:           shall be received by the Lenders and applied in the
                        following order of priority:

                        1.      To pay accrued interest on the Facility;
                        2.      [Beginning February 1, 2005] to reduce
                                outstanding advances under Tranche C by the
                                greater of (a) the amount necessary to reduce
                                the outstanding advances to the Target LTV and
                                (b) $3,000,000. It is expected that
                                approximately $2,000,000 will be applied from
                                the distributions on the Residual Interests
                                occurring on the 15th of each month and
                                approximately $1,000,000 from such distribution
                                occurring on the 25th of each month.


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                                                           RBS GREENWICH CAPITAL


                        3.      To the Borrowers an amount equal to the residual
                                interest cash flow set forth in the Budget to be
                                used for working capital for such month plus
                                such amounts expended by the Borrowers,
                                consistent with past practices and approved by
                                the Lenders, to repurchase loans from the
                                securitization trusts to allow such trusts to
                                release cash to the residual interest holder;
                        4.      To reduce outstanding advances under Tranche C
                                to 55% of the Borrowing Base value for the
                                Residual Interests;
                        5.      All remaining cash proceeds shall be paid 45% to
                                the Borrowers for general corporate purposes and
                                55% to the Lenders to repay Tranche C advances.

                        The first $10,000,000 in proceeds received in respect of
                        the sale of the Servicing Rights or Servicing
                        Reimbursement Rights shall be applied first to repay in
                        full Tranche D advances and second to repay the Tranche
                        C advances. The next $10,000,000 of such proceeds will
                        be applied as follows: 50% (but not less than
                        $2,000,000) to the Lender in repayment of Tranche C
                        Advances and the remainder to the Borrower for general
                        corporate purposes. Any such proceeds in excess of
                        $20,000,000 shall be applied to repayment of Tranche C
                        Advances. By the date which is 90 days following the
                        date of application of such proceeds as provided above
                        or by July 29, 2005, whichever is earlier, Tranche C
                        Advances shall be reduced to the amount that would have
                        been outstanding had 100% of such proceeds been applied
                        in reduction of Tranche C Advances.

TARGET LTV              Tranche C advances as a percentage of the Tranche C
                        Borrowing Base shall meet the following percentage
                        requirements (the "TARGET LTV") as of each month-end
                        shown below; however, an Event of Default under the
                        Facility shall not occur unless the percentage exceeds
                        the loan-to-value shown in the table below under "Event
                        of Default LTV".

                               MONTH         TARGET LTV     EVENT OF DEFAULT LTV
                               -----         ----------     --------------------
                           February 2005         60%                65%
                             March 2005          59%                64%
                             April 2005          58%                63%
                              May 2005           57%                62%
                             June 2005           56%                62%
                             Thereafter          55%                60%

TRANCHE D               Provided the Tranche D Borrowing Base equals or exceeds
AMORTIZATION:           Tranche D outstanding advances, no repayment of Tranche
                        D advances shall be required until the earliest of (a)
                        the first Remittance Date in May 2005, (b) the sale of
                        any of the Tranche D Borrowing Base assets, (c) the
                        receipt by the Borrowers of two third-party bids for 50%
                        or more of the Servicing Rights, or the acceptance by
                        the Borrowers of any one such bid, in each case with a
                        purchase price of $15,000,000 or less, and (d) an Event
                        of Default.

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                                                           RBS GREENWICH CAPITAL


                        If any Tranche D advances are outstanding on May 1,
                        2005, all proceeds from Servicing Reimbursement Rights
                        received in respect of the securitization trusts shall
                        be applied in reduction of Tranche D advances.

                        Proceeds received in respect of the sale of the
                        Servicing Rights shall be applied in reduction of the
                        Tranche D advances.

TRANCHE E               Proceeds received in respect of the Existing CMG
AMORTIZATION:           Facility will be applied first in repayment of the
                        interest, fees and expenses due in respect of the senior
                        90% interest in such facility (the "SENIOR INTEREST")
                        until all amounts due and owing under such Senior
                        Interest have been paid in full. Thereafter, all
                        proceeds shall be applied in repayment of Tranche E
                        Advances.

WET FUNDING             Wet funding procedures will be developed jointly by the
ADMINISTRATION:         Borrowers and Lenders to conform to Lenders' customary
                        procedures. The Borrowers will pay to the Agent an
                        administrative fee of $20,000 per month to cover on-site
                        funding agent and custodial monitoring.

BACK-UP SERVICER:       If the Servicing Rights have not been transferred to a
                        third party servicer by May 30, 2005 or if no Qualifying
                        Servicing Bid is received by March 15, 2005 the
                        Borrowers shall within 30 days thereafter arrange for a
                        back-up servicer of the securitization trusts on such
                        terms and with such servicer or servicers as shall be
                        acceptable to Lender and the applicable monoline
                        guarantor.

SECTION 363 SALES:      In any auction of assets by the Borrowers pursuant to
                        Section 363 of the Bankruptcy Code other than in
                        connection with the sale of the servicing rights and
                        servicing advances, the Lenders shall have the right of
                        first offer to act as the stalking horse bidder in such
                        auctions and shall be provided with a reasonable period
                        of time to prepare any such stalking horse bidder
                        offers.

CONDITIONS              Customary for transactions of this nature, including but
PRECEDENT:              not limited to, entry of Final Order approving the
                        Facility, in form and substance acceptable to the DIP
                        Lenders.

REPRESENTATION &        Customary for transactions of this nature, including but
WARRANTIES:             not limited to:

                        1.      Receivables in the aggregate amount of at least
                                $35,000,000 qualify as Servicing Reimbursement
                                Rights under the relevant securitization
                                documents and the Borrowers have no reason to
                                believe that the foregoing do not qualify for
                                reimbursement to the extent of available funds
                                under the terms of the related securitization
                                documentation.


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                                                           RBS GREENWICH CAPITAL


                        2.      The receivables qualifying as Servicing
                                Reimbursement Rights are outstanding and have
                                not been waived by or reimbursed to Borrowers or
                                any of their affiliates.

AFFIRMATIVE             Customary for transactions of this nature, including but
COVENANTS:              not limited to:

                        1.      Monthly and weekly reporting requirements as
                                determined by the DIP Lenders.
                        2.      The Servicing Rights relating to all Residual
                                Interests must be transferred to a servicer
                                reasonably acceptable to Lenders by July 29,
                                2005.
                        3.      Borrower shall agree to apply the collection of
                                Servicing Reimbursement Rights according to a
                                hierarchy determined by Lender which shall
                                comply with the related securitization trust
                                documents.
                        4.      Each Borrower will use its reasonable best
                                efforts to satisfy the conditions precedent to
                                obtain a final order of the Bankruptcy Court
                                with respect to the Facility by February 11,
                                2005.
                        5.      The Borrowers shall at all times on a
                                consolidated basis maintain liquidity (cash and
                                cash equivalents and undrawn committed amounts
                                available under the Facility) of at least
                                $5,000,000; provided that Borrower liquidity may
                                fall below $5,000,000 but not less than
                                $1,500,000 once for up to 10 consecutive days in
                                each calendar quarter during the Term.
                        6.      Continued retention of third-party management
                                professionals.
                        7.      Until transfer of servicing to a servicer
                                acceptable to Lenders, ABC shall at all times be
                                the servicer of the loans relating to the
                                Residual Interests for which it is acting as the
                                servicer as of the date hereof and shall perform
                                its obligations in accordance with the related
                                pooling and servicing agreements.
                        8.      The Borrowers shall cooperate fully with Lenders
                                in the exercise of each of the call options
                                relating to the securitization trusts.

NEGATIVE COVENANTS      Customary for transactions of this nature, including but
                        not limited to the following additional covenants:

                        1.      Without the DIP Lenders' consent, the Borrowers
                                shall not permit any change to the pooling and
                                servicing agreements relating to the Residual
                                Interests, the related Servicing Rights or
                                Servicing Reimbursement Rights that could have a
                                material adverse affect on such interests or
                                rights.
                        2.      On a cumulative basis for calendar year 2005,
                                measured at the end of each calendar month,
                                negative cash flow from operations on a
                                consolidated basis shall not exceed by
                                $6,000,000 the cumulative negative operating
                                cash flow forecast in the Budget for such
                                period, exclusive of Tranche A and Tranche B
                                Mortgage Loan "haircut" working capital.


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                                                           RBS GREENWICH CAPITAL


                        3.      If any Tranche D advances are outstanding on May
                                1, 2005, the Borrowers shall not thereafter
                                without consent of the Lenders waive
                                reimbursement of any Servicing Reimbursement
                                Rights due the servicer.

EVENTS OF DEFAULT:      Customary provisions for transactions of this nature,
                        including without limitation a material adverse change
                        provision taking into account present circumstances and
                        the following additional Events of Default:

                        1.      Servicing of the assets underlying any material
                                portion of the Residual Interests is transferred
                                involuntarily by a securitization trustee or
                                monoline bond insurer.
                        2.      The Existing CMG Facility is not repaid by March
                                31, 2005.
                        3.      Any party challenges the rights of the lenders
                                under the Existing CMG Facility (including,
                                without limitation, the liens securing the
                                Existing CMG Facility).
                        4.      Event of Default under the Collateralized Note
                                Indenture relating to a failure of collateral
                                coverage for such notes.
                        5.      Event of Default regarding perfection, priority
                                or enforceability of the Lenders' security
                                interest in the Collateral.

CASH SWEEP:             All unrestricted cash of the Borrowers in excess of $15
                        million will be swept monthly to repay advances of such
                        Tranches as determined by Lender but such repayment will
                        not reduce the Borrowing Base for any Tranche unless
                        such cash represents proceeds of Borrowing Base assets.
                        Upon an Event of Default the Lenders may sweep
                        unrestricted cash in repayment of the DIP obligations
                        and in reduction of the Borrowing Base of any Tranches.

GOVERNING LAW:          New York law shall govern the Facility, except to the
                        extent governed by the Bankruptcy Code.

EXPENSES AND            The Borrowers will reimburse the Agent and the Lenders
INDEMNIFICATION:        for their reasonable out-of-pocket costs and expenses
                        (including reasonable attorneys' fees and expenses)
                        incurred in connection with Facility, including, without
                        limitation, the diligence, documentation, execution,
                        monitoring and enforcement of the Facility, including
                        third party underwriting firms, and will reimburse the
                        Agent and the Lenders for any costs, expenses or damages
                        (including reasonable attorneys' fees and expenses)
                        resulting from any proceedings related to the Facility
                        (including any of the Collateral).

                        The DIP Lenders shall be authorized to engage a
                        specialty finance consulting firm reasonably acceptable
                        to the Borrowers to assist in reviewing and monitoring
                        the Facility and the Borrowers' operations and business
                        plan and such other mattes as shall Lender shall
                        reasonably require. The budget for such services will be


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                                                           RBS GREENWICH CAPITAL


                        reviewed with and subject to the reasonable approval of
                        the Borrowers, and the cost of such engagement will be
                        reimbursed by the Borrowers. The costs of such firm are
                        anticipated to be approximately $75,000 for the first
                        month and approximately $30,000 per month thereafter.

                        Until the Servicing Rights and Servicing Reimbursement
                        Rights are transferred to a third party and Tranche D
                        advances are paid in full, the DIP Lenders shall be
                        authorized to engage BearingPoint, Inc. or such other
                        firm acceptable to the DIP Lenders to perform monthly
                        verification of compliance with the Tranche D Borrowing
                        Base, including verification of advance balances,
                        payment posting and account reconciliation. The costs
                        and expenses of such engagement shall be reimbursed by
                        the Borrowers.

                        Indemnification provisions customary for DIP
                        transactions will be provided in the DIP Facility.


                                      -11-