**MASTER
      CREDIT AND SECURITY AGREEMENT**




**among**




**BOS
      (USA) INC.**




**and**




**TRIBECA
      LENDING CORP.**




**and**




**THOSE
      SUBSIDIARIES LISTED ON THE SIGNATURE PAGE HERETO**














**Dated
      as of March 24, 2006**


























**Master
      Credit and Security Agreement**





This
      Master Credit and Security Agreement (the *"Agreement"* )
      is
      entered into as of March 24, 2006, among TRIBECA LENDING CORP., a New York
      corporation ( *"Company"* ),
      having
      its principal office at Six Harrison Street, New York, New York 10013, and
      BOS
      (USA) INC., a Delaware corporation ( *"Bank"* ),
      and
      those Subsidiaries of Company listed on the signature page to this
      Agreement.




WHEREAS,
      Company has entered into a certain Warehousing Credit and Security Agreement
      with Sky Bank, an Ohio banking corporation (" *Sky
      Bank* "),
      originally dated as of September 30, 2003, and amended and restated as of
      October 18, 2005 (as so amended, and as the same may from time to time be
      further amended, restated or otherwise modified, the " *Warehouse
      Line of Credit Agreement* ")
      pursuant to which Sky Bank has granted a warehouse line of credit to Company
      for
      the purpose of financing Company's origination of first lien residential
      mortgage loans;




WHEREAS,
      Sky Bank, Company and certain Subsidiaries of Company (each a " *Sky
      Bank Subsidiary Borrower* "
      and
      collectively, the " *Sky
      Bank Subsidiary Borrowers* ")
      have
      entered into a certain Master Credit and Security Agreement, dated as of
      February 28, 2006, to finance from time to time the assignment and sale of
      certain Mortgage Loans, originally financed by Company under the Warehouse
      Line
      of Credit Agreement, from Company to such Sky Bank Subsidiary Borrowers, and
      in
      connection therewith the applicable Sky Bank Subsidiary Borrower shall issue
      one
      or more promissory notes payable to the order of Sky Bank to evidence the
      applicable loan (each a " *Sky
      Bank Subsidiary Loan* "
      and
      collectively, the " *Sky
      Bank Subsidiary Loans* ");






WHEREAS,
      Company and the Sky Bank Subsidiary Borrowers ** party
      hereto have requested that Bank extend credit to them to consolidate and
      refinance the Sky Bank Subsidiary Loans set forth on **Schedule
      I** attached
      hereto; and




WHEREAS,
      Company has requested, and Bank is willing, to consolidate and refinance the
      Sky
      Bank Subsidiary Loans set forth on **Schedule
      I** attached
      hereto, on the terms and subject to the conditions set forth
      herein.




NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, the
      parties hereto agree as follows:


**ARTICLE
      I**




**DEFINITIONS**




*Section
      1.1.*  *Defined
      Terms* .
      Capitalized terms defined below or elsewhere in this Agreement (including the
      Exhibits hereto) shall have the following meanings:




*"Account
      Control Agreement"* means
      that certain Deposit Account Control Agreement, dated as of even date herewith,
      among Company, Servicer, each Company Subsidiary and Bank , as the same may
      from
      time to time be amended, restated or otherwise modified.







*"Administrative
      Services Agreement"* has the
      meaning set forth in Section 10.1 hereof.




" *Administrative
      Servicing Fee* "
      means
      the amount(s) to be agreed to be paid to Franklin Credit as compensation for
      the
      administrative services it provides, in connection with the Pledged Mortgage
      Loans, pursuant to the Administrative Services Agreement, which amount(s) shall
      be described in the Administrative Services Agreement.




*"Affiliate"* has the
      meaning set forth in Rule 12b-2 of the General Rules and Regulations under
      the Exchange Act.




*"Aggregate
      Pool Value"* means,
      as
      of any date of determination, the sum of the Pool Values of each Mortgage Pool
      as of said date.




*"Agreement"* means
      this Master Credit and Security Agreement, as amended, restated or otherwise
      modified from time to time in accordance with the terms of the Intercreditor
      Agreement.




*"Alternate
      Base Rate* "
      shall
      mean, the one (1) month London Interbank Offered Rate (LIBOR) as published
      in
      the "MONEY RATES" column of The Wall Street Journal. The interest rate shall
      be
      adjusted on the first day of each month based upon the Alternate Base Rate
      then
      in effect, or if the first day of the month is not a Business Day, then based
      upon the Alternate Base Rate in effect on the first Business Day of such month.
      It is understood and agreed that the Alternate Base Rate is a reference rate
      only and does not necessarily represent the lowest or best rate actually charged
      to any customer.




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




*"BoS
      Account"* means ** the
      account designated the "Tribeca-BOS Collateral Account" established by the
      Servicer for the benefit of Bank, and any replacement thereof agreed to by
      Bank. **




" *BoS
      Portfolio Deficiency Reimbursement Amount"* means an
      amount equal to (i) the aggregate amount of all transfers made from the Sky
      Account to the BOS Account pursuant to Section 2.5(a)(iv) of the Sky Bank Master
      Agreement, less (ii) the aggregate amount of all transfers made from the BOS
      Account to the Sky Account pursuant to Section 2.5(a)(iii) of this Agreement.




" *BoS
      Portfolio Deficiency Reimbursement Obligation"* refers
      to the obligation of the Servicer, on behalf of Company and the Company
      Subsidiaries, to reimburse the Sky Account for transfers made from the Sky
      Account to the BOS Account pursuant to Section 2.5(a)(iv) of the Sky Bank Master
      Agreement.




*"Business
      Day"* means
      any day (excluding Saturday, Sunday and any legal holidays) on which banks
      in
      New York, New York are generally open for the conduct of their commercial
      banking business.




*"Collateral"* has the
      meaning set forth in Section 3 hereof.




2


*"Collateral
      Documents"* means
      all Mortgage Loan Documents pertaining to any Pledged Mortgage Loan, and any
      endorsements and assignments of such Mortgage Loan Documents from Company to
      the
      applicable Company Subsidiary or from any other Company Subsidiary to the
      applicable Company Subsidiary.




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




*"Company
      Subsidiary"* means
      each Subsidiary of Company which is a party to this Agreement and has received
      a
      Company Subsidiary Loan.




" *Company
      Subsidiary Loan"* means
      each loan made by Bank to any Company Subsidiary pursuant to this
      Agreement.




*"Company
      Subsidiary Loan Request"* means
      the current form in use by Bank as set forth in **Exhibit A** hereto.
      Bank shall have the right, on not less than thirty (30) Business Days' prior
      written notice to Company, to modify **Exhibit
      A** to
      conform to current legal requirements or Bank practices, and, as so modified,
      said Exhibit shall be deemed a part hereof.




" *Consolidated* "
      refers
      to the consolidation of accounts in accordance with GAAP.




*"Corporate
      Advances"* means
      all customary, reasonable and necessary "out of pocket" costs and expenses
      incurred in the performance by Company or any subservicer of its servicing
      obligations with respect to the preservation, restoration and protection of
      any
      Pledged Mortgage Loan.




*"Custodial
      Agreement"* means,
      (i) until the U.S. Bank Custodial Agreement has been entered into by the parties
      thereto, the Custodial Agreement dated as of even date herewith among Company,
      the Company Subsidiary, Bank and Sky Bank and (ii) thereafter, the U.S. Bank
      Custodial Agreement, in each case, as the same may from time to time be amended,
      restated or otherwise modified.




*"Custodial
      Fees"* means
      the
      amount(s) to be paid to the Custodian as compensation for the custodial services
      it provides, in connection with Pledged Mortgage Loans, pursuant to the
      Custodial Agreement, which amount(s) (including, if applicable, any portion
      thereof allocable to the Pledged Mortgage Loans) shall be described in the
      Custodial Agreement.




*"Custodian"* means
      the organization holding Mortgage Loan Documents on behalf of Bank under the
      Custodial Agreement.




*"Debt"* means,
      with respect to any Person, at any date (a) all indebtedness or other
      obligations of such Person which, in accordance with GAAP, would be included
      in
      determining total liabilities as shown on the liabilities side of a balance
      sheet of such Person at such date; (b) all indebtedness or other
      obligations of such Person for borrowed money or for the deferred purchase
      price
      of property or services; (c) all indebtedness or other obligations of any
      other Person for borrowed money or for the deferred purchase price of property
      or services in respect of which such Person is liable, contingently or
      otherwise, to pay or advance money or property as guarantor, endorser, or
      otherwise (except as endorser of negotiable instruments for collection in the
      ordinary course of business), or which such Person has agreed to purchase or
      otherwise acquire; and (d) all indebtedness for borrowed money or for the
      deferred purchase price of property or services secured by a Lien on any
      property owned or being purchased by such Person (even though such Person has
      not assumed or otherwise become liable for the payment of such
      indebtedness).




3


*"Default"* means
      the occurrence of any event or existence of any condition which, but for the
      giving of notice, the lapse of time, or both, would constitute an Event of
      Default.




*"Escrow
      Reserves* "
      With
      respect to any Pledged Mortgage Loan, the amounts constituting ground rents,
      taxes, assessments, water rates, sewer rents, municipal charges, mortgage
      insurance premiums, fire and hazard insurance premiums, condominium charges,
      and
      any other payments required to be escrowed by the mortgagor with the mortgagee
      pursuant to the applicable Mortgage or other Mortgage Loan
      Document.




*"Event
      of Default"* means
      any of the conditions or events set forth in Section 8.1
      hereof.




*"Exchange
      Act"* means
      the Securities Exchange Act of 1934, as amended from time to time, and any
      successor statute.




*"FHA"* means
      The Federal Housing Administration of the United States Department of Housing
      and Urban Development and any successor thereto.




*"FHLMC"* means
      The Federal Home Loan Mortgage Corporation and any successor
      thereto.




*"Floating
      Rate"* has the
      meaning set forth in Section 2.4(a) hereof.




*"FNMA"* means
      The Federal National Mortgage Association and any successor
      thereto.




*"Franklin
      Credit"* means
      Franklin Credit Management Corporation, a Delaware corporation.




*"Franklin
      Line of Credit"* means
      the Master Credit and Security Agreement among Sky Bank, Franklin Credit and
      those subsidiaries of Franklin Credit that now or hereafter are a party thereto.




*"Funding
      Date"* means
      March 27, 2006.




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




*"GNMA"* means
      Government National Mortgage Association or any successor thereto.




4


*"HUD"* means
      the United States Department of Housing and Urban Development or any successor
      thereto.




*"Indemnified
      Liabilities"* has the
      meaning set forth in Section 9.2 hereof.




*"Index"* has the
      meaning set forth in Section 2.4(a) hereof.




*"Insurer"* means
      FHA, VA or a private mortgage insurer, as applicable.




*"Intercreditor
      Agreement"* means
      that certain Intercreditor Agreement, dated as of even date herewith, between
      Bank and Sky Bank, that has been acknowledged and consented to by Company,
      each
      Company Subsidiary and each of the Company's other subsidiaries which from
      time
      to time become party thereto. Neither Company nor any Company Subsidiary shall
      be bound by any amendment, restatement or modification to the Intercreditor
      Agreement, unless the same has been agreed to by Company.




*"Internal
      Revenue Code"* means
      the Internal Revenue Code of 1986, or any subsequent federal income tax law
      or
      laws, as any of the foregoing have been or may from time to time be
      amended.




*"Investor"* means a
      third party financially responsible institution purchasing Mortgage Loans from
      a
      Company Subsidiary pursuant to a Purchase Commitment.




*"Lien"* means
      any lien, mortgage, deed of trust, pledge, security interest, charge or
      encumbrance of any kind, including without limitation any conditional sale
      or
      other title retention agreement, any lease in the nature thereof, and any
      agreement to give any security interest.




" *Loan
      Documents* "
      means
      this Agreement, each Note, each security agreement executed and delivered by
      any
      Subsidiary of Company pursuant to Section 3.7 hereof, and any other agreements,
      instruments or documents now or hereafter executed and delivered pursuant to
      or
      in connection with any of the foregoing.




*"Lockbox"* means
      the post office box maintained by the Servicer pursuant to the Lockbox Agreement for
      the
      receipt of payments relating to the Collateral .




*"Lockbox
      Agreement"* means
      that certain Agreement as to Wholesale Lockbox and Cash Management Services,
      dated as of even date herewith, among Bank, the Servicer, Company and each
      Company Subsidiary.




*"Margin
      Stock"* has the
      meaning assigned to that term in Regulation U of the Board of Governors of
      the Federal Reserve System as in effect from time to time.




*"Mortgage"* means a
      first-lien mortgage, first-lien deed of trust, first-lien security deed or
      similar first-lien instrument on improved real property securing a Mortgage
      Loan *.*




*"Mortgage
      Loan"* means
      any loan evidenced by a Mortgage Note. A Mortgage Loan, unless otherwise
      expressly stated herein, means a Residential Mortgage Loan.




5


*"Mortgage
      Loan Documents"* means
      the Mortgage, Mortgage Note, credit and closing packages, disclosures, and
      all
      other files, records and documents evidencing, securing, guaranteeing or
      otherwise arising in connection with or relating to any Pledged Mortgage Loan,
      and including without limitation (to the extent applicable) those documents
      listed on **Exhibit
      C** .




*"Mortgage
      Loan Principal Balance"* means,
      as of any date of determination, the outstanding principal balance of such
      Mortgage Loan as calculated pursuant to the Mortgage Loan
      Documents.




*"Mortgage
      Loan Value"* means as
      of any date of determination, with respect to any Mortgage Loan, the appraised
      value, at the time of origination, of the mortgaged properties then comprising
      the security for such Mortgage Loan.




*"Mortgage
      Note"* means a
      note secured by a Mortgage and evidencing a Mortgage Loan.




*"Mortgage
      Pool"* means,
      for each Company Subsidiary party hereto, the pool of Pledged Mortgage Loans
      set
      forth on **Exhibit
      D** hereto
      with respect to the Company Subsidiary Loan of such Company
      Subsidiary.




" *Net
      Worth"* means,
      with respect to Company and its Subsidiaries at any date of determination,
      (a)
      Consolidated total assets of Company and its Subsidiaries at such date less
      (b)
      the sum of (i) Consolidated total liabilities of Company and its Subsidiaries
      at
      such date and (ii) the liquidation value of any redeemable preferred stock
      of
      Company and its Subsidiaries at such date, in each case as determined in
      accordance with GAAP.




*"Note"* has the
      meaning set forth in Section 2.3 hereof.




*"Notices"* has the
      meaning set forth in Section 11.3 hereof.




*"Officer's
      Certificate"* means a
      certificate executed on behalf of Company or of a Company Subsidiary by its
      vice
      president, cashier or other appropriate officer.




*"Permitted
      Liens"* means
      (i)
      Liens granted in favor of Bank and (ii) ** Liens
      granted to Sky Bank pursuant to the Sky Bank Master Agreement, provided any
      such
      Lien upon the Collateral is junior and subordinate to the Lien upon the
      Collateral granted to Bank.




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




*"Pledged
      Mortgage Loans"* has the
      meaning set forth in Section 3.1(a) hereof.




*"Pool
      Value"* means,
      with respect to any Mortgage Pool, as of any date of determination, an amount
      equal to the sum of the Mortgage Loan Values of each Pledged Mortgage Loan
      that
      is included in such Mortgage Pool as of such date, reduced by applicable
      Administrative Servicing Fees, Custodial Fees and Corporate Advances for such
      Mortgage Pool.





6


*"Post-Default
      Rate"* means in
      respect of any day (a " Post-Default
      Day ")
      an
      Event of Default has occurred and is continuing hereunder, a rate per annum
      on a
      360 day per year basis equal to 2% per annum plus the applicable Floating Rate
      on such Post-Default Day.




*"Predatory
      Loan"* means ** (a) ** a
      "high
      cost mortgage" as defined in Section 152(a) of the Home Ownership and Equity
      Protection Act of 1994; (b) a "high cost home loan" or a "predatory loan" within
      the meaning of any corresponding state or local laws, including but not limited
      to, the Georgia Fair Lending Act, the New York State Anti-Predatory Lending
      Law,
      and the New Jersey Homeownership Security Act; (c) any loan which under any
      other state or local law or ordinance could result in such loan being deemed
      to
      be unenforceable or could result in the refund or recession of all principal
      and/or interest paid or to be paid under such loan; and (d) any loan which
      under
      a state or local law may otherwise subject the originator and/or holder of
      such
      loan to civil or criminal sanctions related to the origination, holding,
      servicing, and/or transfer of such loan.




*"Principal
      Payment"* means,
      as of any date of determination, an amount equal to any unpaid principal which
      is due and payable under any Note on such date.




*"Purchase
      Commitment"* means a
      written commitment, issued in favor of Company or of a Company Subsidiary by
      an
      Investor pursuant to which that Investor commits to purchase one or more
      Mortgage Loans, or any whole loan purchase agreement by and between a Company
      Subsidiary and the Investor, governing the terms and conditions of any such
      purchases.




*"Redemption
      Amount"* means
      with respect to any Mortgage Loan, as of any date of determination, the
      outstanding principal amount of such Mortgage Loan as of such date.




" *Related
      Loan* "
      means,
      with respect to each Mortgage Pool, the Company Subsidiary Loan made on the
      Funding Date to the Company Subsidiary to which such Mortgage Pool is
      attributed.




*"Related
      Mortgage Pool"* means
      with respect to any Company Subsidiary Loan, the Mortgage Pool acquired with
      the
      proceeds of such Company Subsidiary Loan, as set forth on **Exhibit
      D** hereto.




*"Residential
      Mortgage Loan"* means a
      Mortgage Loan secured by a Mortgage covering improved real property containing
      a
      one- to four-family residence.




" *Restricted
      Payment* "
      means
      any dividend, distribution, loan, advance, guaranty, extension of credit or
      other payment (whether in cash, securities or other property) to or for the
      benefit of any Person who holds an equity interest in Company or any Company
      Subsidiary, whether or not such interest is evidenced by a security, and any
      other payment, whether in cash, securities or other property, on account of
      the
      purchase, redemption, retirement, acquisition, cancellation or termination
      of
      any capital stock of Company or any Company Subsidiary, provided , however ,
      Restricted Payments shall not include Administrative Servicing Fees payable
      under the Administrative Services Agreement, disbursements to Company pursuant
      to Section 2.5(a)(vi), or premiums, points and fees from the sale of Pledged
      Mortgage Loans which have been redeemed pursuant to Section 3.4.




7


*"Servicer"* means
      Sky Bank, in its capacity as servicer of the Lockbox and the BoS Account.




*"Sky
      Account"* means
      the
      account designated as the “Tribeca-Sky Collateral Account established by Sky
      Bank pursuant to the Sky Bank Master Agreement and any replacement
      thereof. **




*"Sky
      Bank Master Agreement"* means
      that certain Master Credit and Security Agreement, dated as of February 28,
      2006, among Sky Bank, Company and its Subsidiaries from time to time party
      thereto, as the same may be amended from time to time in accordance with the
      Intercreditor Agreement. **




" *Sky
      Bank Portfolio Deficiency Amount* "
      means
      an amount equal to the amount by which (i) the total amount allocable pursuant
      to Section 2.5(a)(i) and Section 2.5(a)(ii) of the Sky Bank Master Agreement
      exceeds (ii) the amount on deposit, prior to such allocations pursuant to
      Section 2.5(a)(i) and Section 2.5(a)(ii) of the Sky Bank Master Agreement,
      in
      the Sky Account.




*"Statement
      Date"* has the
      meaning set forth in Sections 4.2(d) or 6.1(b)(ii), as
      applicable.




*"Subsidiary"* means
      any corporation, association or other business entity in which more than fifty
      percent (50%) of the total voting power or shares of stock entitled to vote
      in
      the election of directors, managers or trustees thereof is at the time owned
      or
      controlled, directly or indirectly, by any Person or one or more of the other
      Subsidiaries of that Person or a combination thereof.




" *Success
      Fees* "
      has the
      meaning set forth in Section 2.10.




*"Underwriting
      Standards"* means
      Company's Liberty Loan Underwriting Guidelines dated July 25, 2005, as attached
      to **Exhibit
      B** hereto.




*"US
      Bank Custodial Agreement"* means a
      custodial agreement to be entered into among the Company, Bank, Company
      Subsidiary and U.S. Bank National Association, as custodian.




*"VA"* means
      the Department of Veterans Affairs and any successor thereto.




*Section
      1.2.*  *Other
      Definitional Provisions* .




(a)  Accounting
      terms not otherwise defined herein shall have the meanings given them under
      GAAP.




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




**ARTICLE
      II**




**THE
      CREDIT**




*Section
      2.1.*  *Loans* .




8


(a)  Subject
      to the terms and conditions of this Agreement, including without limitation
      Section 2.2 below, and provided no Default has occurred and is continuing,
      Bank
      agrees, to make one or more Company Subsidiary Loans in the aggregate original
      principal amount of ninety eight million one hundred sixty eight thousand four
      hundred forty and 67/100 dollars ($98,168,440.67), on the Funding Date to the
      Sky Bank Subsidiary Borrower(s) set forth on **Schedule
      I** hereto; *provided,
      however* ,
      that
      (w) the aggregate principal amount of each Company Subsidiary Loan shall not
      exceed the principal amount of indebtedness outstanding under the Sky Bank
      Subsidiary Loan(s) refinanced thereby, (x) the total aggregate principal amount
      of such Company Subsidiary Loan shall not exceed 75% of the Pool Value of the
      Related Mortgage Pool, and (y) the aggregate original principal amount of all
      Company Subsidiary Loans (after giving effect to the requested Company
      Subsidiary Loan) shall not exceed $100,000,000.




(b)  Company
      Subsidiary Loans shall be used by Company Subsidiaries solely for the
      consolidation and refinancing of the applicable Sky Bank Subsidiary Loan
      described on Schedule I hereto.




*Section
      2.2.*  *Procedures
      for Obtaining Company Subsidiary Loans.* Each
      Company Subsidiary Loan is subject to Bank’s approval. Such Bank approval is
      subject to the Conditions Precedent set forth in Section 4.2. Before providing
      final approval and funding any Company Subsidiary Loan, Bank shall have a
      reasonable amount of time (not less than two (2) Business Days or more than
      four
      (4) Business Days) to examine and verify the Collateral Documents required
      to be
      delivered to Bank or to Custodian, as set forth in Section 4.2, and may reject
      such of them as do not meet the requirements of this Agreement, and/or may
      reduce the amount of such Company Subsidiary Loan. Bank, in all events, reserves
      the right to reject any Company Subsidiary Loan Request if any Pledged Mortgage
      Loan included in the Related Mortgage Pool does not meet the Underwriting
      Standards or is a Predatory Loan.




*Section
      2.3.*  *Note.* Each
      Company Subsidiary Loan, and the corresponding Company Subsidiary's obligation
      to pay the principal of, and interest on such Company Subsidiary Loan, shall
      hereafter be evidenced by a promissory note of such Company Subsidiary, payable
      to the order of Bank, in substantially the form of **Exhibit E** attached
      hereto. The term *"Note"
      or "Notes"* shall
      mean each and all existing promissory notes evidencing Company Subsidiary Loans,
      and all promissory notes hereafter executed and delivered by a Company
      Subsidiary to evidence Company Subsidiary Loans, and shall include all
      extensions, renewals and modifications thereof, and all substitutions
      therefor.




*Section
      2.4.*  *Interest* .




(a)  Subject
      to subsection (b) below, the unpaid principal balance of each Company Subsidiary
      Loan shall bear interest, payable monthly, on the first day of each month,
      from
      the date of such Company Subsidiary Loan until paid in full, at a floating
      per
      annum rate of interest (the " *Floating
      Rate* ")
      based
      upon an index which will be the Federal Home Loan Bank of Cincinnati 30 day
      advance rate (the " *Index* "),
      plus
      the applicable margin in accordance with the following matrix:







9




**Index**
            
            **Bank
                Margin**<226
            
            300226
                - 450
            
            275Greater
                than 450
            
            250





The
      interest rate charged herein shall be adjusted monthly, effective on the first
      (1 st )
      day of
      each month, based upon the Index in effect on the last Business Day of the
      then
      prior month. The Federal Home Loan Bank of Cincinnati 30 day advance rate shall
      mean the highest rate of interest as published daily by Bloomberg under the
      symbol FHL5LBR1. If the Index becomes unavailable during the term of this
      Agreement, the interest rate will be based upon such other index which has
      been
      mutually agreed to among the Company, Bank and Sky Bank, and in the event that
      Bank, Company and Sky Bank shall not so agree, the interest rate shall be the
      Alternate Base Rate. Interest will be calculated on the basis of actual days
      elapsed over a 360 day year (365/360 basis), and principal and interest payments
      will be billed monthly by the Servicer.




(b)  If
      an
      Event of Default has occurred and is continuing hereunder, Company and Company
      Subsidiary shall be obligated to pay to Bank interest on the outstanding
      principal balance of each Company Subsidiary Loan at a rate per annum equal
      to
      the Post-Default Rate until such Company Subsidiary Loan is paid in full or
      such
      Event of Default is cured or waived by Bank.




(c)  The
      books
      and records of Bank, absent manifest error, shall constitute *prima
      facie* evidence
      of the principal balance of each Company Subsidiary Loan and the date and amount
      of each payment of principal and interest and applicable interest rates and
      other information with respect thereto.




*Section
      2.5.*  *Payments* .




(a)  The
      Company and each Company Subsidiary shall ensure that any and all payments
      on
      the Pledged Mortgage Loans shall be made as specified in Section 3.5, except
      as
      otherwise provided in Section 2.9. So long as no Event of Default shall have
      occurred and be continuing, Pledged Mortgage Loan payments deposited in the
      Lockbox or, except as otherwise provided in Section 2.9, otherwise received
      by
      Company or any Company Subsidiary shall be deposited into the BOS Account and
      shall be applied, on or about the first day of each month, by the Servicer,
      in
      the following order:




(i)  First ,
      all
      amounts received in respect of each Mortgage Pool shall be applied to the
      following obligations in the following order:




(A)  any
      accrued and unpaid Escrow Reserves, Administrative Servicing Fees, Corporate
      Advances and Custodial Fees payable to the Custodian, if any, for such Mortgage
      Pool for such month, and any amount payable to the Servicer for such month
      pursuant to Section 3.4 of the Intercreditor Agreement, and any interest which
      has accrued and been credited by the Servicer to the BOS Account;




10


(B)  any
      accrued and unpaid interest and Success Fees due on the Related Loan;




(C)  any
      required Principal Payment due on the Related Loan; and




(D)  any
      prepayment of the Related Loan required pursuant to Section 2.11.




(ii)  Second ,
      any
      amounts remaining after the allocations set forth in clause 2.5(a)(i) above
      are
      applied with respect to each Mortgage Pool, shall be aggregated and then applied
      to the following obligations in the following order, in each case to the extent
      not applied pursuant to clause 2.5(a)(i) above:




(A)  any
      then
      remaining accrued and unpaid Escrow Reserves, Administrative Servicing Fees
      Corporate Advances and Custodial Fees, if any, for such month for each Mortgage
      Pool, applied in the order of origination of the Related Loan (i.e. starting
      with the oldest Related Loan) based on their remaining entitlement pursuant
      to
      clause 2.5(a)(i)(A) above after all allocations pursuant to clause 2.5(a)(i)(A)
      above;




(B)  any
      then
      remaining accrued and unpaid interest due on any Company Subsidiary Loans,
      applied in the order of origination of Company Subsidiary Loans (i.e. starting
      with the oldest Company Subsidiary Loan) based on their remaining entitlement
      pursuant to clause 2.5(a)(i)(B) above after all allocations pursuant to clause
      2.5(a)(i)(B) above;




(C)  any
      then
      remaining required Principal Payment due on any Company Subsidiary Loan, applied
      in the order of origination of the Company Subsidiary Loans (i.e. starting
      with
      the oldest Company Subsidiary Loan), based on their remaining entitlement
      pursuant to clause 2.5(a)(i)(C) above after all allocations pursuant to clause
      2.5(a)(i)(C) above; and




(D)  any
      then
      remaining prepayment of any Company Subsidiary Loans required pursuant to
      Section 2.11, applied in the order of origination of the applicable Company
      Subsidiary Loans (i.e. starting with the oldest Company Subsidiary Loan), based
      on their remaining entitlement pursuant to clause 2.5(a)(i)(D) above after
      all
      allocations pursuant to clause 2.5(a)(i)(D) above.




(iii)  Third ,
      after
      the allocations set forth in clause 2.5(a)(ii), an amount equal to the BoS
      Portfolio Deficiency Reimbursement Amount, if any, shall be deposited by the
      Servicer into the Sky Account for application toward the BoS Portfolio
      Deficiency Reimbursement Obligation.




11


(iv)  Fourth ,
      after
      the allocation set forth in clause 2.5(a)(iii), an amount equal to the Sky
      Bank
      Portfolio Deficiency Amount, if any, shall be deposited by the Servicer into
      the
      Sky Account.




(v)  Fifth ,
      any
      amount remaining after the allocation set forth in clause 2.5(a)(iv) above
      shall
      be applied to pay any other accrued and unpaid sums due to Bank hereunder,
      including, without limitation, any unpaid Success Fees then due.




(vi)  Sixth ,
      any
      amount remaining after the allocation set forth in clause 2.5(a)(v) above shall
      be applied to pay the principal balance of Company Subsidiary Loans, applied
      in
      the order of origination of Company Subsidiary Loans (i.e. starting with the
      oldest Company Subsidiary Loan), provided, however, a portion of such remaining
      amount, as determined by Bank in its discretion, may be allocated and
      distributed to Company for the benefit of Company Subsidiaries.




(b)  If
      at any
      time an Event of Default has occurred and is then continuing, any funds in
      the
      BOS Account may be applied by Bank in accordance with Section 8.3.




(c)  Subject
      to the general order of application of funds in the BoS Account set forth in
      Section 2.5 above, Company or a Company Subsidiary may prepay any Company
      Subsidiary Loan, in whole or in part at any time and from time to time, without
      premium or penalty (but subject to the Success Fee), provided, however, that
      at
      the time of such prepayment Company or Company Subsidiary, as the case may
      be,
      shall pay all accrued interest on the principal so prepaid; and provided,
      further, however, that except as otherwise provided in Section 3.4 below, the
      Pledged Mortgage Loans related to such Company Subsidiary Loan shall continue
      to
      be held as Collateral and payments from the Pledged Mortgage Loans shall
      continue to be applied in accordance with the above toward any remaining Company
      Subsidiary Loans or any other sums due to Bank hereunder.




*Section
      2.6.*  *Reserved.* **




*Section
      2.7.*  *Method
      of Making Payments* .
      Except
      as otherwise specifically provided herein, all payments under a Note shall
      be
      received by Bank on the date when due and shall be made in lawful money of
      the
      United States of America in immediately available funds at the office of Bank,
      or such other place as Bank from time to time shall designate. Whenever any
      payment to be made under a Note shall be stated to be due on a day which is
      not
      a Business Day, the due date thereof shall be extended to the next succeeding
      Business Day, and, with respect to payments of principal, the interest thereon
      shall be payable at the applicable rate during such extension. Funds received
      by
      Bank after 4:00 p.m. New York City time on a Business Day shall be deemed to
      have been paid on the next succeeding Business Day. On or before 12:00 p.m.,
      New
      York City time on the date of each payment to Bank, Company shall provide Bank
      with a spread sheet, in form and detail agreed to by Bank and Company, showing
      the application of each payment.




*Section
      2.8.*  *Net
      Payments* .
      All
      payments with respect to any Company Subsidiary Loan shall be made without
      offset or counterclaim and free from any present or future taxes, levies,
      imports, duties or other similar charges of whatsoever nature imposed by any
      government or any political subdivision or taxing authority hereof, other than
      any taxes on or measured by the net income of Bank.




12


*Section
      2.9.*  *Direct
      Payments.* Any and
      all payments received by Company or a Company Subsidiary in connection with
      Collateral shall be deemed to have been delivered in trust for the benefit
      of
      Bank and, unless an Event of Default shall have occurred and be continuing,
      shall be promptly delivered to the Lockbox for application in accordance with
      Section 2.5, or if an Event of Default has occurred and is continuing, shall
      be
      delivered to Bank or as may otherwise be directed by Bank. Notwithstanding
      the
      forgoing, absent an Event of Default, premiums, points and profits received
      by
      the Company or a Company Subsidiary from the sale of Pledged Mortgage Loans
      pursuant to Section 3.4 may be retained by Company and/or Company Subsidiary
      and
      do not require application as provided in Section 2.5 and are not required
      to be
      delivered to the Lockbox.




*Section
      2.10.*  *Success
      Fees* .
      After
      payoff of each Company Subsidiary Loan, Company or such Company Subsidiary
      shall
      pay to Servicer a “Success Fee” in an amount equal to fifty percent (50%) of the
      remaining payments which are subsequently paid under the then remaining Pledged
      Mortgage Loans comprising the Related Mortgage Pool for such paid off Company
      Subsidiary Loan, provided, however, that the amount of any Success Fees in
      respect of any such paid off Company Subsidiary Loan shall not exceed one-half
      of one percent (0.50%) of the original principal balance of such paid off
      Company Subsidiary Loan.




*Section
      2.11.*  *Mandatory
      Prepayments of Company Subsidiary Loans* .




(a)  In
      furtherance of, and not in any way in limitation of any other obligation of
      Company or any Company Subsidiary set forth in this Agreement, (i) if Company
      or
      any Company Subsidiary shall fail to deliver any Collateral Documents relating
      to any Pledged Mortgage Loan to Bank or Custodian, as the case may be, within
      sixty (60) days after written notice thereof from Bank or Custodian, or (ii)
      if
      Company or any Company Subsidiary shall fail to replace any Collateral Document
      not compliant with the requirements of this Agreement with a corrected or
      completed Collateral Document compliant with such requirements, or (iii) if
      any
      legal action or complaint is filed, including, without limitation a legal action
      by or on behalf of a Federal, State, or County regulator or agency, or by a
      local municipality claiming that any Pledged Mortgage Loan is a Predatory Loan,
      or if there is notification by a Federal, State, or County regulator or agency,
      or by a local municipality that such a legal action will be imminently filed,
      or
      if there is any determination by the regulators or auditors of either Bank
      or
      Company that any Pledged Mortgage Loan is a Predatory Loan; then in each of
      the
      foregoing cases, the applicable Company Subsidiary shall prepay the Related
      Loan
      in an amount not less than Redemption Amount of the affected Pledged Mortgage
      Loan; *provided* , *however* ,
      that in
      the case of (iii) above, such prepayment need not be made if and so long as
      the
      defect or condition causing such Pledged Mortgage Loan to be considered a
      Predatory Loan is curable and Company and/or Company Subsidiary takes
      appropriate action to cure such defect and diligently pursues such curative
      action to completion and/or with respect to a legal action or complaint, so
      long
      as Company or such Company Subsidiary contests, in good faith, any such legal
      action or claim by proper proceedings which are diligently pursued. Following
      receipt of any Redemption Amount pursuant to this Section 2.11(a), provided
      that
      the outstanding principal amount of the Related Loan shall not (after giving
      effect to such release) exceed 75% of the Pool Value of the Related Mortgage
      Pool, Bank shall release its security interest in and lien upon the redeemed
      Mortgage Loan.




13


(b)  In
      the
      event Sky Bank shall receive any "Redemption Amount" (as defined in the Sky
      Bank
      Master Agreement) pursuant to Section 2.11 of the Sky Bank Master Agreement,
      and
      in connection therewith shall release its security interest in and lien upon
      any
      redeemed Pledged Mortgage Loan (as defined in the Sky Bank Master Agreement),
      Bank shall, contemporaneously with the release by Sky Bank, release its
      secondary security interest in and lien thereon.




(c)  In
      the
      event of any redemption of Pledged Mortgage Loans pursuant to Section 3.4,
      the
      applicable Company Subsidiary shall prepay the principal amount of the Related
      Loan, contemporaneously with the consummation of such redemption, in an amount
      not less than the sum of the Redemption Amounts of the Pledged Mortgage Loans
      so
      redeemed.




**ARTICLE
      III**




**COLLATERAL**




*Section
      3.1.*  *Assignments
      and Grants of Security Interest by Company and Company
      Subsidiary* .
      As
      security for (i) the payment of the Note made by it and the performance of
      all
      of such Company Subsidiary's obligations under this Agreement, (ii) the
      obligations of any other Company Subsidiary, under that other Company
      Subsidiary's Note and under this Agreement,  and (iii) all other now
      existing or hereafter arising obligations of Company to Bank under this
      Agreement, Company does hereby, and each Company Subsidiary does hereby, grant
      and convey to Bank a security interest in all rights, titles and interests
      of
      Company and Company Subsidiary, respectively, in and to the following described
      property (collectively, the *"Collateral"* ):




(a)  All
      Mortgage Loans, including without limitation, all Mortgage Notes and Mortgages
      evidencing or securing such Mortgage Loans and all other related Mortgage Loan
      Documents which from time to time are delivered, or caused to be delivered,
      or
      which heretofore have been delivered to Bank (including delivery to a third
      party on behalf of Bank) pursuant hereto or in respect of which a Company
      Subsidiary Loan has been made by Bank or which is hereafter made by Bank
      hereunder (the *"Pledged
      Mortgage Loans"* );
      each
      Company Subsidiary obtaining a Company Subsidiary Loan shall deliver a schedule,
      in form and detail acceptable to Bank, of the Mortgage Pool purchased from
      the
      proceeds of such Company Subsidiary Loan and pledged hereunder, which schedule
      shall be attached hereto as **Exhibit
      D** ,
      which
      Exhibit D shall be deemed to be a part of this Agreement.




(b)  All
      mortgage insurance and all commitments issued by Insurers to insure or guarantee
      any Pledged Mortgage Loans; and all personal property, contract rights,
      servicing and servicing fees and income, accounts and general intangibles of
      whatsoever kind relating to the Pledged Mortgage Loans, said Insurer commitments
      and the Purchase Commitments, and all other documents or instruments delivered
      to Bank in respect of the Pledged Mortgage Loans, including, without limitation,
      the right to receive all insurance proceeds and condemnation awards which may
      be
      payable in respect of the premises encumbered by any Pledged Mortgage
      Loan;




14


(c)  All
      right, title and interest of Company and/or Company Subsidiary in and to all
      files, surveys, certificates, correspondence, appraisals, computer programs,
      tapes, discs, cards, accounting records, information and data of Company and/or
      Company Subsidiary relating to the Pledged Mortgage Loans;




(d)  All
      property of Company and/or Company Subsidiary, in any form or capacity now
      or at
      any time hereafter in the possession or direct or indirect control of Bank
      relating to Pledged Mortgage Loans (including possession by a parent company,
      affiliate or subsidiary of Bank) or any third party on behalf of Bank relating
      to the Pledged Mortgage Loans;




(e)  The
      Company and Company Subsidiary's rights (but not any obligations or liabilities
      of Company or Company Subsidiary) under all Purchase Commitments now held or
      hereafter acquired by Company and/or Company Subsidiary covering Pledged
      Mortgage Loans and all proceeds resulting from the sale of Pledged Mortgage
      Loans to Investors pursuant thereto;




(f)  All
      rights (but not any obligations or liabilities) of Company and of Company
      Subsidiary under the Administrative Services Agreement;




(g)  All
      rights (but not any obligations or liabilities) of Company and Company
      Subsidiary under any purchase agreement or other sale or assignment agreement
      pursuant to which any Pledged Mortgage Loans were sold, assigned or otherwise
      transferred by Company to such Company Subsidiary;




(h)  All
      rights, title and interest in and to the BoS Account and the Lockbox;
      and




(i)  All
      replacements, products and proceeds of any and all of the foregoing (provided,
      however, premiums or profits made on the sale of Pledged Mortgage Loans which
      have been redeemed pursuant to Section 3.4 hereof shall be kept by
      Company).




Without
      limiting the foregoing, it is the express intention of Company, and of each
      Company Subsidiary, that the security interest granted above is and shall be
      a
      continuing security interest covering all now present (or then present), and
      all
      future obligations of Company to Bank hereunder or arising hereunder; and all
      now present (or then present), and all future obligations of each and every
      Company Subsidiary to Bank hereunder or arising hereunder, and that the security
      interests granted herein by Company and each Company Subsidiary shall remain
      in
      effect until all indebtedness secured hereby has been paid in full.




Upon
      the
      request of Bank, Company and Company Subsidiaries shall execute any further
      document or instrument reasonably requested by Bank to further evidence or
      effectuate the assignments and security interests set forth in this Section.
      Furthermore, Company and Company Subsidiaries (a) hereby authorize Bank to
      sign
      (if required) and file financing statements at any time with respect to any
      of
      the Collateral, without such financing statements being executed by, or on
      behalf of, Company or Company Subsidiaries, (b) shall, at any time on request
      of
      Bank, execute or cause to be executed financing statements in respect of any
      Collateral and (c) shall reasonably cooperate to provide any information
      reasonably required by Bank in connection with the filing of financing
      statements with respect to the Collateral. The Company and Company Subsidiaries
      agree to pay all filing fees, including fees for filing amendments and
      continuation statements in connection with such financing statements, and to
      reimburse Bank for all costs incurred in connection therewith.




15


*Section
      3.2.*  *Reserved* .




*Section
      3.3.*  *Reserved* . ****




*Section
      3.4.*  *Sale
      to Investor or Syndication Transaction* .
      Provided no Default or Event of Default has occurred and is continuing, Company
      and/or Company Subsidiary may redeem Pledged Mortgage Loans from the security
      interest created under this Agreement by selling the same to an Investor
      provided that Bank shall have determined that (i) the aggregate principal amount
      of Company Subsidiary Loans outstanding hereunder will be less than seventy-five
      percent (75%) of the Aggregate Pool Value (after giving effect to such
      redemption), (ii) that the projected cash flow of any affected Mortgage Pool
      (after giving effect to such redemption) will adequately service the Related
      Loan, (iii) the sum of the Redemption Amounts of the Pledged Mortgage Loans
      shall not exceed ten percent (10%) of aggregate total principal amount of all
      Mortgage Loans sold to such Investor contemporaneously with such redemption;
      and
      provided, further, in any event, Pledged Mortgage Loans shall only be redeemed
      from a Mortgage Pool which has been mutually agreed to by Bank and Company.
      Each
      Company Subsidiary shall provide Bank with not less than five (5) Business
      Days
      advance written notice of any proposed redemption. In the event Bank shall
      approve such redemption, such redemption shall be effected by paying or causing
      Investor to pay to the BoS Account in cash the Redemption Amount for such
      redeemed Pledged Mortgage Loans, for application in accordance with Section
      2.5
      hereof.




*Section
      3.5.*  *Collection
      and Servicing Rights.* Unless
      written notice to the contrary is provided from Bank to Company after the
      occurrence of an Event of Default or unless the Servicer shall otherwise resign
      or be removed in accordance with the terms of the Lockbox Agreement, the
      Servicer shall at all times while this Agreement is in effect be responsible
      for
      receiving, collecting, processing and distributing, in accordance with the
      terms
      and provisions of the Lockbox Agreement, sums payable to any Company Subsidiary
      in respect of the Collateral. ** Unless
      an
      Event of Default shall have occurred and be continuing, subject to Section
      2.9,
      all such sums shall be sent to the Lockbox for deposit into the BoS Account.
      All
      amounts payable to such Company Subsidiary for the purchase by any Investor
      under a Purchase Commitment of any Pledged Mortgage Loans shall also be
      deposited into the BoS Account. The Company Subsidiary shall instruct each
      Pledged Mortgage Loan obligor to direct all payments due under the Pledged
      Mortgage Loans, and shall direct each Investor to pay the amounts payable for
      the purchase of such Pledged Mortgage Loans, directly to the Lockbox. Subject
      to
      the terms and provisions of the Intercreditor Agreement, following the
      occurrence of any Event of Default, Bank may, at any time thereafter, upon
      written notice be entitled to service, receive and collect all sums payable
      to
      any Company Subsidiary in respect of the Pledged Mortgage Loans, and in such
      case: Bank in its discretion may, (i) require Company and each Company
      Subsidiary to establish a substitute lockbox for receiving sums payable to
      any
      Company Subsidiary in respect of the Collateral and instruct each Pledged
      Mortgage Loan obligor to direct all payments due under the Pledged Mortgage
      Loans thereto, (ii) in its own name or in the name of the applicable Company
      Subsidiary or otherwise, demand, sue for, collect or receive any money or
      property at any time payable or receivable on account of or in exchange for
      any
      of the Pledged Mortgage Loans, but shall be under no obligation to do so. Except
      as otherwise provided herein and except as may be otherwise provided in the
      Intercreditor Agreement, all amounts received and collected by Bank shall be
      held by Bank as part of the Collateral.




16


*Section
      3.6.*  *Return
      of Collateral* .
      If no
      Company Subsidiary Loans, interest or other amounts evidenced by any Note or
      due
      under a Company Subsidiary Loan or under this Agreement shall be outstanding
      and
      unpaid, and all other indebtedness of the Company or the Company Subsidiaries
      to
      Bank pursuant to this Agreement and the Notes, whether now existing or hereafter
      arising, has been paid and satisfied in full, Bank shall notify Sky Bank thereof
      and promptly deliver or release all Collateral in its possession or in the
      possession of the Custodian in accordance with the terms of the Intercreditor
      Agreement, provided, further however, if Sky Bank shall notify Bank that it
      no
      longer has an interest in the Collateral, Bank shall promptly deliver or release
      all Collateral in its possession to Company or to the Company Subsidiaries,
      as
      appropriate. In such event, the Bank shall also execute and deliver such
      assignments and other instruments and documents reasonably requested by Company
      or by the Company Subsidiaries to vest title in the Collateral to Company or
      the
      Company Subsidiaries, as appropriate. The timely receipt of Company or of
      Company Subsidiaries, as appropriate, for any Collateral released or delivered
      pursuant to any provision of this Agreement shall be a complete and full
      acquittance for the Collateral so returned, and Bank shall hereafter be
      discharged from any liability or responsibility therefor.




*Section
      3.7.*  *Cross
      - Collateralization to Sky Bank Master Agreement* . **




(a)  In
      consideration for (i) the benefits received and receivable by Company and its
      Company Subsidiaries from Bank under this Agreement, (ii) the benefits received
      and receivable by Company and its applicable Subsidiaries under the Sky Bank
      Master Agreement and (iii) Bank's consent to a second priority security interest
      and lien on the Collateral in favor of Sky Bank to secure the obligations of
      Company and its applicable Subsidiaries to Sky Bank under the Sky Bank Master
      Agreement, Company hereby grants, and shall cause each Subsidiary which now
      or
      hereafter becomes a party to the Sky Bank Master Agreement to grant, a security
      interest and lien (junior to the security interest and lien in favor of Sky
      Bank
      in accordance with the terms of the Intercreditor Agreement) upon all collateral
      pledged or pledgable to Sky Bank under the Sky Bank Master Agreement as
      additional security for the obligations of Company and its Company Subsidiaries
      to Bank under this Agreement and the Notes. To effectuate the foregoing, Company
      and each Subsidiary party to the Sky Bank Master Agreement on the date hereof
      shall execute and deliver in favor of Bank a Security Agreement in the form
      attached hereto as **Exhibit
      F,** and
      the
      Company shall cause each additional Subsidiary from time to time thereafter
      becomes a party to the Sky Bank Master Agreement to execute and deliver in
      favor
      of Bank on the date that such Subsidiary becomes a party thereto a joinder
      to
      such Supplemental Security Agreement.




(b)  In
      consideration for (i) the benefits received and receivable by Bank from the
      grant by Company and its applicable Subsidiaries under the Sky Bank Master
      Agreement of a priority security interest and lien in favor of Bank (junior
      to
      the security interest and lien in favor of Sky Bank in accordance with the
      terms
      of the Intercreditor Agreement) upon all collateral pledged or pledgable to
      Sky
      Bank under the Sky Bank Master Agreement as additional security for the
      obligations of Company and its Company Subsidiaries to Bank under this
      Agreement, and (ii) the benefits received and receivable by Bank from the
      consent of Sky Bank to the grant of that second priority security interest
      and
      lien in favor of Bank upon all collateral pledged or pledgable to Sky Bank
      under
      the Sky Bank Master Agreement, Bank hereby consents, subject to the terms and
      provisions of the Intercreditor Agreement, to the grant by Company and by each
      Company Subsidiary which is a party to this Agreement of a second priority
      security interest and lien in favor of Sky Bank upon all Collateral under this
      Agreement as additional security for the obligations of Company and its
      applicable Subsidiaries to Sky Bank under the Sky Bank Master Agreement.




17





**ARTICLE
      IV**




**CONDITIONS
      PRECEDENT**




*Section
      4.1.*  *Effectiveness
      of Agreement* .
      This
      Agreement shall become effective when each of the following conditions has
      been
      satisfied to the satisfaction of Bank (or waived by Bank):




(a)  The
      Company shall have executed and delivered to Bank this Agreement, and each
      Subsidiary of Company party to the Sky Bank Master Agreement shall have executed
      and delivered to Bank a security agreement substantially in the form of **Exhibit
      E** hereto,
      and each of the foregoing shall have delivered to Bank a certificate of the
      Secretary or an Assistant Secretary thereof, with respect to resolutions
      authorizing the execution and delivery of the documents so executed and
      delivered (and the incumbency and authenticity of the signatures of officers
      executing the same).




(b)  Sky
      Bank
      and each other party thereto (other than Bank) shall have executed and delivered
      the Intercreditor Agreement, the Lockbox Agreement and the Account Control
      Agreement, in form and substance reasonably satisfactory to Bank.




(c)  The
      Custodian and each other party thereto (other than Bank) shall have executed
      and
      delivered the Custodial Agreement and Company shall have delivered an executed
      copy thereof to Bank.




*Section
      4.2.*  *Relating
      to a Company Subsidiary Loan* .
      The
      obligation of Bank to fund an approved Company Subsidiary Loan on the Funding
      Date is subject to (i) the receipt by Bank of the following documents, all
      of
      which must be satisfactory in form and content to Bank in its reasonable
      discretion, and (ii) the satisfaction of the following conditions
      precedent:




(a)  Requests
      for a Company Subsidiary Loan shall be initiated by Company or by a Company
      Subsidiary delivering to Bank a completed and signed Company Subsidiary Loan
      Request. Bank shall review such Company Subsidiary Loan Request and if Bank
      does
      not approve such designation of the Related Mortgage Pool, Company or Company
      Subsidiary shall revise such request and deliver a new completed and signed
      Company Subsidiary Loan Request with a revised designation of the Related
      Mortgage Pool for Bank's approval.




(b)  If
      not
      already in the possession of the Custodian or Bank, Company and/or Company
      Subsidiary shall have delivered the Collateral Documents to the Custodian on
      or
      before the date of the closing of Company Subsidiary Loan.




18


(c)  Bank
      shall have received the Tax Identification number of Company Subsidiary to
      which
      Company Subsidiary Loan is to be made, and a certificate of the Secretary or an Assistant Secretary of such Company
      Subsidiary's, with respect to (i) resolutions authorizing the execution and
      delivery of this Agreement, the Note and all other documents or instruments
      to
      be delivered by such Company Subsidiary pursuant to this Agreement (and the
      incumbency and authenticity of the signatures of officers executing the same),
      (ii) true, correct and complete copies of the charter documents and bylaws
      (or
      comparable documents) thereof and (iii) a certificate of the Secretary of State
      (of recent date) of such Company Subsidiary's jurisdiction of organization
      as to
      its legal existence and good standing in such state.




(d)  Bank
      shall have received a copy of the then most recently available fiscal year
      end
      (the *"Statement
      Date"* )
      independently audited financial statements of Company containing a balance
      sheet
      and related statements of income and retained earnings and changes in financial
      position for the period ended on the Statement Date, all prepared in accordance
      with GAAP applied on a basis consistent with prior periods.




(e)  Bank
      shall have received each of the following, which must be satisfactory in form
      and content to Bank in its reasonable discretion: **** (a)
      a
      schedule, in form and detail acceptable to Bank of the Related Mortgage Pool
      being purchased, the individual Mortgage Loans comprising such Mortgage Pool
      and
      the applicable Pool Value, and (b) a completed Note, substantially in the form
      of **Exhibit
      E** hereto,
      duly executed by Company Subsidiary to which such Company Subsidiary Loan shall
      be made.




(f)  The
      representations and warranties of Company contained in Article V hereof shall
      be
      true and correct in all material respects as if made on and as of the Funding
      Date unless the same relates to an earlier date;




(g)  The
      representations and warranties of each Company Subsidiary contained in Article
      V
      hereof shall be true and correct in all material respects as if made on and
      as
      of the Funding Date unless the same relates to an earlier date.




(h)  The
      Company Subsidiary shall have performed all obligations to be performed by
      it
      hereunder, and after giving effect to the requested Company Subsidiary Loan,
      there shall exist no Default or Event of Default hereunder.




(i)  The
      Company Subsidiary shall have performed all obligations to be performed by
      it
      under this Agreement, and under the Note, and, after giving effect to the
      requested Company Subsidiary Loan, there shall exist no Default or Event of
      Default under this Agreement or under any Note.




(j)  The
      Company Subsidiary, as reasonably determined by Bank in its reasonable
      discretion exercised in good faith, shall not have incurred any Debt, direct
      or
      contingent, other than unsecured trade payables incurred in the ordinary course
      of business and under this Agreement or have experienced any other material
      adverse change in its business or operations which would make it non-compliant
      with any of the terms of this Agreement.




19


(k)  Each
      Subsidiary of Company which is a party to the Sky Master Agreement shall have
      executed and delivered to Bank a security agreement substantially in the form
      of
      Exhibit F hereto.




(l)  Bank
      shall have received a payoff letter from Sky Bank stating that upon receipt
      of
      the payoff amount designated therein the Sky Bank Subsidiary Loan of the Company
      Subsidiary shall be paid in full and Sky Bank shall deliver possession of the
      Collateral Documents for the Related Mortgage Pool securing such Sky Bank
      Subsidiary Loan to BOS, or to the BOS Custodian, and Sky Bank’s security
      interest in any Collateral securing such Sky Bank Subsidiary Loan shall be
      automatically subordinated to the security interest granted to BOS hereunder,
      in
      accordance with the terms of Intercreditor Agreement.




*Section
      4.3.*  *Acceptance
      of Proceeds.* Acceptance
      of the proceeds of any requested Company Subsidiary Loan by the applicable
      Company Subsidiary shall be deemed a representation by Company and such Company
      Subsidiary that all conditions set forth in Section 4.2 hereof shall have been
      satisfied as of the date of such Company Subsidiary Loan.




**ARTICLE
      V**




**REPRESENTATIONS
      AND WARRANTIES**




*Section
      5.1.*  *By
      Company.* In order
      to induce Bank to enter into this Agreement and make each Company Subsidiary
      Loan, Company hereby represents and warrants to Bank, as of the date of this
      Agreement and as of the Funding Date, that:




(a)  *Organization;
      Good Standing* .
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of New York and is duly registered to do business
      and is in good standing under the laws of the State of New York, has the full
      legal power and authority to own its property and to carry on its business
      as
      currently conducted, and is duly qualified as a foreign corporation to do
      business in and is in good standing in each jurisdiction in which the
      transaction of its business makes such qualification necessary, except in
      jurisdictions, if any, where a failure to be in good standing has no material
      adverse effect on the business, operations, assets or financial condition of
      Company.




(b)  *Authorization
      and Enforceability* .
      The
      Company has the power and authority to execute, deliver and perform this
      Agreement and all other documents contemplated hereby or thereby. The execution,
      delivery and performance by Company of this Agreement and all other documents
      contemplated hereby or thereby, have been duly and validly authorized by all
      necessary corporate action on the part of Company (none of which actions have
      been modified or rescinded, and all of which actions are in full force and
      effect) and do not and will not conflict with or violate any provision of law
      or
      of the articles of organization or bylaws of Company, conflict with or result
      in
      a breach of or constitute a default or require any consent under, or result
      in
      the creation of any Lien upon any property or assets of Company (other than
      Permitted Liens), or result in or require the acceleration of any indebtedness
      of Company pursuant to any agreement, instrument or indenture to which Company
      is a party or by which Company or its property may be bound or affected. This
      Agreement and all other documents contemplated hereby or thereby constitute
      legal, valid, and binding obligations of Company enforceable in accordance
      with
      their respective terms, except as limited by bankruptcy, insolvency or other
      similar laws affecting the enforcement of creditors' rights and by general
      principles of equity.




20


(c)  *Approvals* .
      The
      execution and delivery of this Agreement and all other documents contemplated
      hereby or thereby and the performance of Company's obligations hereunder and
      thereunder do not require any license, consent, approval or other action of
      any
      state or federal agency or governmental or regulatory authority.




(d)  *Financial
      Condition* .
      The
      balance sheet of Company as at the Statement Date, and the related statements
      of
      income and cash flows for the fiscal year ended on the Statement Date,
      heretofore furnished to Bank, fairly present the financial condition of Company
      as at the Statement Date and the results of its operations for the fiscal period
      ended on the Statement Date. The Company had, on the Statement Date, no known
      liabilities, direct or indirect, fixed or contingent, matured or unmatured,
      or
      liabilities for taxes, long-term leases or unusual forward or long-term
      commitments not disclosed by, or reserved against in, said balance sheet and
      related statements, except as heretofore disclosed to Bank in writing, and
      except for Bank's extension(s) of credit to Company and its Subsidiaries. Except
      for financial statements prepared for interim periods between the fiscal
      year-end, all financial statements were prepared in accordance with GAAP applied
      on a consistent basis throughout the periods involved. Since the Statement
      Date,
      there has been no material adverse change in the business, operations, assets
      or
      financial condition of Company, nor is Company aware of any state of facts
      which
      (with or without notice or lapse of time or both) could reasonably be expected
      to result in any such material adverse change.




(e)  *Litigation* .
      There
      are no actions, claims, suits or proceedings pending, or to the knowledge of
      Company, threatened against or affecting Company in any court or before any
      arbitrator or before any government commission, board, bureau or other
      administrative agency which may reasonably be expected to result in any material
      and adverse change in the business, operations, assets, licenses, qualifications
      or financial condition of Company.




(f)  *Compliance
      with Laws* .
      The
      Company, to the best of its knowledge, is not in violation of any provision
      of
      any law, or of any judgment, award, rule, regulation, order, decree, writ or
      injunction of any court or public regulatory body or authority which might
      have
      a material adverse effect on the business, operations, assets or financial
      condition, of Company.




(g)  *Regulation U* .
      No part
      of the proceeds of any Company Subsidiary Loans made hereunder will be used
      to
      purchase or carry any Margin Stock or to extend credit to others for the purpose
      of purchasing or carrying any Margin Stock.




(h)  *Investment
      Company Act* .
      The
      Company is not an "investment company," or a company controlled by an
      "investment company," within the meaning of the Investment Company Act of 1940,
      as amended.




(i)  *Payment
      of Taxes* .
      The
      Company has filed or caused to be filed all federal, state, and local income,
      excise, property and other tax returns with respect to the operations of
      Company, which are required to be filed, all such returns are true and correct
      in all material respects, and Company has paid or caused to be paid all taxes
      as
      shown on such returns or on any assessment to the extent that such taxes have
      become due, except in cases where Company has disputed in good faith the amount
      of said taxes, and pursuant to which adequate reserves have been established
      if
      required by GAAP.




21


(j)  *Agreements* .
      The
      Company is not a party to any agreement, instrument or indenture or subject
      to
      any restriction materially and adversely affecting its business, operations,
      assets or financial condition, except as disclosed in the financial statements
      described in Section 5.1(d) hereof. The Company is not in default in the
      performance, observance or fulfillment of any of the obligations, covenants
      or
      conditions contained in any agreement, instrument, or indenture which default
      could reasonably be expected to have a material adverse effect on the business,
      operations, properties or financial condition of Company. No holder of any
      indebtedness of Company has given notice of any asserted default thereunder,
      and
      no liquidation or dissolution of Company and no receivership, insolvency,
      bankruptcy, reorganization or other similar proceedings relative to Company
      or
      any of its properties is pending, or to the knowledge of Company,
      threatened.




(k)  *Title
      to Properties* .
      The
      Company or the applicable Company Subsidiary has good, valid, insurable (in
      the
      case of real property) and marketable title to all material portions of its
      properties and assets (whether real or personal, tangible or intangible)
      reflected on the financial statements described in Section 5.1(d) hereof,
      and all such properties and assets are free and clear of all Liens except as
      disclosed in such financial statements.




*(l)*  *Reserved.*




(m)  *Eligibility* .
      The
      Company has and shall maintain in good standing all state and local permits,
      licenses, approvals, registrations and qualifications which are required in
      order to permit Company to conduct its business as presently conducted, and
      which if not maintained in good standing could materially and adversely affect
      Company's business, operations, assets, or financial condition or which could
      materially and adversely impair the ability of Company to perform its obligation
      hereunder.




(n)  *Default.* There
      exists no Default or Event of Default and all representations and warranties
      made by Company and each Company Subsidiary herein or in any Note or in any
      other document delivered by Company and each Company Subsidiary in connection
      herewith or therewith are true and correct.




*Section
      5.2.*  *By
      Company Subsidiary.* In
      order
      to induce Bank to make a Company Subsidiary Loan, each Company Subsidiary does
      represent and warrant to Bank, as of the date of each Company Subsidiary Loan
      Request and as of the Funding Date, that:




(a)  *Organization;
      Good Standing; Subsidiaries* .
      Such
      Company Subsidiary is duly organized, validly existing and in good standing
      under the laws of the state of its jurisdiction of incorporation, and has the
      full legal power and authority to own its property and to carry on its business
      as currently conducted, and is duly qualified to do business as a foreign
      corporation in, and is in good standing in, each jurisdiction in which the
      transaction of its business makes such qualification necessary, except in
      jurisdictions, if any, where a failure to be in good standing has no material
      adverse effect on the business, operations, assets or financial condition of
      Company Subsidiary. Such Company Subsidiary has no Subsidiaries.




22


(b)  *Authorization
      and Enforceability* .
      Such
      Company Subsidiary has the power and authority to execute, deliver and perform
      this Agreement, and all other documents contemplated hereby and thereby. The
      execution, delivery and performance by such Company Subsidiary of the Note,
      this
      Agreement and all other documents contemplated hereby and thereby and the
      borrowing of any Company Subsidiary Loan hereunder, have been duly and validly
      authorized by all necessary corporate action on the part of such Company
      Subsidiary (none of which actions have been modified or rescinded, and all
      of
      which actions are in full force and effect) and do not and will not conflict
      with or violate any provision of law or of the articles of organization, bylaws
      or operating agreement of such Company Subsidiary, conflict with or result
      in a
      breach of or constitute a default or require any consent under, or result in
      the
      creation of any Lien upon any property or assets of such Company Subsidiary
      (other than Permitted Liens), or result in or require the acceleration of any
      indebtedness of such Company Subsidiary pursuant to any agreement, instrument
      or
      indenture to which such Company Subsidiary is a party or by which such Company
      Subsidiary or its property may be bound or affected. This Agreement, and all
      other documents contemplated hereby constitute legal, valid, and binding
      obligations of such Company Subsidiary enforceable in accordance with their
      respective terms, except as limited by bankruptcy, insolvency or other similar
      laws affecting the enforcement of creditors' rights and by general principles
      of
      equity.




(c)  *Approvals* .
      The
      execution and delivery of the Note, this Agreement, and all other documents
      contemplated hereby and thereby and the performance of such Company Subsidiary's
      obligations hereunder and thereunder do not require any license, consent,
      approval or other action of any state or federal agency or governmental or
      regulatory authority.




*(d)*  *Default.* There
      exists no Default or Event of Default and all representations and warranties
      made by such Company Subsidiary herein or in any Note or any other document
      delivered by such Company Subsidiary in connection herewith or therewith are
      true and correct.




(e)  *Litigation* .
      There
      are no actions, claims, suits or proceedings pending, or to the knowledge of
      such Company Subsidiary, threatened against or affecting such Company Subsidiary
      in any court or before any arbitrator or before any government commission,
      board, bureau or other administrative agency which may reasonably be expected
      to
      result in any material and adverse change in the business, operations, assets,
      licenses, qualifications or financial condition of such Company
      Subsidiary.




(f)  *Compliance
      with Laws* .
      The
      Company Subsidiary, to the best of its knowledge, is not in violation of any
      provision of any law, or of any judgment, award, rule, regulation, order,
      decree, writ or injunction of any court or public regulatory body or authority
      which might have a material adverse effect on the business, operations, assets
      or financial condition of such Company Subsidiary.




(g)  *Regulation U* .
      No part
      of the proceeds of any Company Subsidiary Loan will be used to purchase or
      carry
      any Margin Stock or to extend credit to others for the purpose of purchasing
      or
      carrying any Margin Stock.




23


(h)  *Investment
      Company Act* .
      Such
      Company Subsidiary is not an "investment company," or a company controlled
      by an
      "investment company," within the meaning of the Investment Company Act of 1940,
      as amended.




(i)  *Payment
      of Taxes* .
      Such
      Company Subsidiary has, to the best of its knowledge, filed or caused to be
      filed all federal, state, and local income, excise, property and other tax
      returns with respect to the operations of such Company Subsidiary, which, to
      the
      best knowledge of such Company Subsidiary, are required to be filed; all such
      returns are true and correct in all material respects, and such Company
      Subsidiary has paid or caused to be paid all taxes as shown on such returns
      or
      on any assessment to the extent that such taxes have become due except in cases
      where such Company Subsidiary has disputed in good faith the amount of said
      taxes, and pursuant to which adequate reserves have been established if required
      by GAAP.




(j)  *Agreements* .
      Such
      Company Subsidiary is not a party to any agreement, instrument or indenture
      or
      subject to any restriction materially and adversely affecting its business,
      operations, assets or financial condition, except as disclosed in the financial
      statements described in Section 5.1(d). Such Company Subsidiary is not in
      default in the performance, observance or fulfillment of any of the obligations,
      covenants or conditions contained in any agreement, instrument, or indenture
      which default could reasonably be expected to have a material adverse effect
      on
      the business, operations, properties or financial condition of such Company
      Subsidiary. No holder of any indebtedness of such Company Subsidiary has given
      notice of any asserted default thereunder, and no liquidation or dissolution
      of
      such Company Subsidiary and no receivership, insolvency, bankruptcy,
      reorganization or other similar proceedings relative to such Company Subsidiary
      or any of its properties is pending, or to the knowledge of such Company
      Subsidiary, threatened.




(k)  *Title
      to Properties* .
      Such
      Company Subsidiary has good, valid, insurable (in the case of real property)
      and
      marketable title to all material portions of its properties and assets (whether
      real or personal, tangible or intangible), and all such properties and assets
      are free and clear of all Liens except for Permitted Liens.




(l)  *Eligibility* .
      Such
      Company Subsidiary has and shall maintain in good standing all state and local
      permits, licenses, approvals, registrations and qualifications which if not
      maintained in good standing could materially and adversely affect Company
      Subsidiary's business, operations, assets, or financial condition or which
      could
      materially and adversely impair the ability of Company to perform its obligation
      hereunder.




(m)  *Security
      Interest.* No
      authorization, approval or other action by, and no notice to or filing with,
      any
      governmental authority or regulatory body is required (and has not been
      obtained, delivered or filed, as applicable) either (i) for the grant by
      such Company Subsidiary of the security interest granted under this Agreement
      or
      for the execution, delivery or performance of this Agreement by such Company
      Subsidiary or (ii) for the perfection of or the exercise by Bank of its
      rights and remedies under this Agreement, other than the filing of a financing
      statement.




*Section
      5.3.*  *Special
      Representations Concerning Collateral* .
      The
      Company and each Company Subsidiary represent and warrant to Bank as of the
      date
      of this Agreement and as of the date of any Company Subsidiary Loan Request
      and
      of the corresponding Company Subsidiary Loan, that:




24


(i)  The
      Company Subsidiary owns the Related Mortgage Pool and all other Collateral
      free
      and clear of any Lien, except for Permitted Liens. No financing statement or
      other instrument similar in effect covering all or any part of the Collateral
      is
      on file in any recording office, except such as may have been filed by Bank
      or
      Sky Bank to evidence Permitted Liens. The Company Subsidiary has no trade
      names.




(ii)  Except
      as
      is disclosed to Bank in writing, to the best of Company's and Company
      Subsidiary's knowledge based upon due diligence conducted by Company and/or
      Company Subsidiary, each Pledged Mortgage Loan conforms in all material respects
      to the Underwriting Standards.




(iii)  The
      Mortgage Loan Documents have been duly executed by the mortgagor and create
      valid and legally binding obligations of the mortgagor, enforceable in
      accordance with their terms, except as may be limited by bankruptcy or other
      similar laws affecting the enforcement of creditors' rights generally, and
      general principles of equity, and to the knowledge of Company and Company
      Subsidiary there are no rights of rescission, set-offs, counterclaims or other
      defenses with respect thereto. To the best knowledge of Company and Company
      Subsidiaries, the full original principal amount of each Mortgage Loan (net
      of
      any discounts) has been fully advanced or disbursed to the mortgagor named
      therein. To the best knowledge of Company and Company Subsidiaries, there is
      no
      requirement for future advances and except for Mortgage Loans insured under
      Section 203(k) of the National Housing Act, any and all requirements as to
      completion of any on-site or off-site improvements and as to disbursements
      of
      any escrow funds therefore have been satisfied. To Company's and Company
      Subsidiary's knowledge, except as disclosed to Bank, there is no material
      default, breach, violation or event of acceleration existing under any Mortgage
      or the related Mortgage Note, and no event has occurred which, with the passage
      of time or with notice and the expiration of any grace or cure period, would
      constitute a material default, breach, violation or event of acceleration,
      other
      than waivers in the ordinary course of servicing such Mortgage Loan which do
      not
      have a material adverse effect on the value of the Collateral; and neither
      Company nor Company Subsidiary has waived any such default, breach, violation
      or
      event of acceleration. Except as disclosed in writing to Bank, the terms of
      each
      Mortgage Loan have in no way been materially waived, impaired, changed or
      modified (without limiting the generality of the foregoing, any waiver,
      impairment, change or modification relating to interest rates, maturity dates,
      amortization schedules, commitment periods, interest and other payment schedules
      and waivers of defaults and events of default shall be deemed to be material
      per
      se). To Company's and Company Subsidiary's knowledge, except as disclosed in
      writing to Bank, all tax identifications and property descriptions are legally
      sufficient; and tax segregation, where required, has been completed. All taxes,
      governmental assessments, insurance premiums, water, sewer and municipal
      charges, leasehold payments or ground rents which previously became due and
      owing have been paid, or an escrow of funds has been established in an amount
      sufficient to pay for every such item which remains unpaid.




25


(iv)  Except
      as
      is disclosed to Bank in writing, to the best of Company's and Company
      Subsidiary's knowledge based upon due diligence conducted by Company and/or
      Company Subsidiary, each of the Mortgage Loans has been originated, made and
      serviced in material compliance with all industry standards, applicable Investor
      and Insurer requirements and all applicable federal, state and local statutes,
      regulations and rules, including, without limitation, the Federal
      Truth-in-Lending Act of 1968, as amended, and Regulation Z thereunder, the
      Federal Fair Credit Reporting Act, the Federal Equal Credit Opportunity Act,
      the
      Federal Real Estate Settlement Procedures Act of 1974, as amended, and
      Regulation X thereunder, the Home Ownership and Equity Protection Act of
      1994, as amended, and all applicable usury, licensing, real property, consumer
      protection and other laws.




(v)  Except
      as
      is disclosed to Bank in writing, to the best of Company's and Company
      Subsidiary's knowledge based upon due diligence conducted by Company and/or
      Company Subsidiary, no Mortgage Loan is a Predatory Loan.




(vi)  A
      title
      opinion or a valid and enforceable title policy currently in full force and
      effect has been issued for each Mortgage Loan, and in the case of title
      insurance, in an amount not less than the original principal amount of such
      Mortgage Loan, and which title opinion opines or which title policy insures
      that
      the Mortgage relating thereto is a valid first lien on the property therein
      described and that the mortgaged property is free and clear of all encumbrances
      and liens having priority over the first lien of the Mortgage except for taxes
      not yet due and payable and minor title irregularities that do not have a
      material adverse effect on the use or marketability of the mortgaged property,
      and otherwise in compliance with the requirements of the applicable
      Investor.




(vii)  All
      escrow/custodial accounts have been established in accordance (a) if applicable,
      with the requirements of FHA, VA and/or the applicable Investor and Insurer,
      (b)
      with all other applicable laws, and (c) with the terms of the related
      Mortgages.




(viii)  To
      the
      best of Company's and/or Company Subsidiary's knowledge, Company, such Company
      Subsidiary, all prior servicers and, if different, the originating mortgagee,
      have performed all obligations required of them to be performed under or
      pursuant to each of the servicing contracts and related requirements of the
      applicable Investor and Insurer and each other document or agreement relating
      to
      the Mortgage Loans by which Company and/or Company Subsidiary is bound, and
      no
      event has occurred and is continuing which, under the provisions of any such
      servicing contracts and related requirements of the applicable Investor or
      other
      document or agreement, but for the passage of time or in, giving of notice,
      or
      both, would constitute an event of default thereunder.




(ix)  Any
      and
      all payments made with respect to the individual Mortgage Loans have been and
      will be applied to such Mortgage Loan in accordance with the terms of the
      Mortgage Note and Mortgage evidencing and securing that Mortgage Loan. The
      books, records, accounts and reports of Company and Company Subsidiary with
      respect to the Mortgage Loans and servicing contracts have been and will be
      prepared and maintained in accordance with all applicable Investor and Insurer
      requirements, if any.




26


**ARTICLE
      VI**




**AFFIRMATIVE
      COVENANTS**




*Section
      6.1.*  *Of
      Company.* The
      Company agrees that so long as there remains any obligation of Company or any
      Company Subsidiary to be paid or performed hereunder or under any Note, Company
      shall:




(a)  *Payment
      of Note* .
      Punctually cause to be paid by Company Subsidiary the principal and interest
      on
      and all other amounts due and payable hereunder and under the Note in accordance
      with the terms hereof and thereof.




(b)  *Financial
      Statements and Other Reports* .
      Deliver
      or cause to be delivered or make available to Bank:




(i)  Upon
      reasonable request by Bank, as soon as available and in any event within
      forty-five (45) days after each calendar quarter, consolidated statements of
      income and cash flows of Company for the immediately preceding quarter, and
      related balance sheet as of the end of the immediately preceding quarter, all
      in
      reasonable detail and certified by the chief financial officer or other
      appropriate officer of Company, subject, however, to normal, recurring year-end
      adjustments.




(ii)  As
      soon
      as available and in any event within one hundred twenty (120) days after
      the close of each fiscal year: original independently audited consolidated
      financial statements of Company for the most recent fiscal year-end (the *"Statement
      Date"* )
      containing a balance sheet and related statements of income and retained
      earnings and changes in financial position for the period ended on the Statement
      Date, all prepared in accordance with GAAP applied on a basis consistent with
      prior periods and accompanied by an opinion of an accounting firm reasonably
      satisfactory to Bank, or other independent public accountants of recognized
      standing selected by Company and acceptable to Bank, as to said financial
      statements and a certificate signed by the chief financial officer or other
      appropriate officer of Company stating that said financial statements fairly
      present the financial condition and results of operations of Company as at
      the
      end of, and for, such year.




(iii)  Together
      with each delivery of financial statements pursuant to the above, an Officer's
      Certificate stating that the signatory or signatories thereto have reviewed
      the
      terms of this Agreement and have made, or caused to be made under their
      supervision, a review in reasonable detail of the transactions and conditions
      of
      Company during the accounting period covered by such financial statements and
      that such review has not disclosed the existence during or at the end of such
      accounting period, and that the signatory or signatories thereto do not have
      knowledge of the existence as of the date of the Officer's Certificate, of
      any
      Default or if any Default existed or exists, specifying the nature and period
      of
      the existence thereof and what action Company has taken, is taking and proposes
      to take with respect thereto.




27


(iv)  Such
      other reports in respect of the Mortgage Loans pledged as collateral, in such
      detail and at such times as Bank in its reasonable discretion may request at
      any
      time or from time to time.




(v)  Upon
      request by Bank, copies of audits, examinations and reports concerning the
      operations of Company from any Investor, Insurer or licensing authority to
      the
      extent not subject to restrictions on disclosure.




(vi)  From
      time
      to time, with reasonable promptness, such further information regarding the
      business, operations, properties or financial condition of Company or of any
      one
      or more of Company Subsidiaries as Bank may reasonably request.




All
      reports furnished to Bank pursuant to clauses (iv), (v) and (vi) above shall
      be
      prepared on a consistent basis and, where applicable, on a consistent basis
      with
      any financial statements previously delivered by Company as at, and for the
      period ended (except to the extent otherwise required to conform to good
      accounting practice and with respect to which appropriate disclosure is
      made).





(c)  *Maintenance
      of Existence; Conduct of Business* .
      Preserve and maintain its corporate existence in good standing and all of its
      rights, privileges, licenses, qualifications and franchises necessary or
      desirable in the normal conduct of its business, including, without limitation,
      as described under Section 5.1(m) hereof, a breach of which could
      reasonably be expected to materially adversely affect its business, operations,
      assets, or financial condition or which could reasonably be expected to
      materially adversely impair the ability of Company to perform its obligation
      hereunder, except where contested in good faith and by appropriate proceedings;
      and make no material change in the nature or character of its
      business.




(d)  *Compliance
      with Applicable Laws* .
      Comply
      with the requirements of all applicable laws, rules, regulations and orders
      of
      any governmental authority and customary industry standards, a breach of which
      could reasonably be expected to materially adversely affect its business,
      operations, assets, or financial condition or which could reasonably be expected
      to materially adversely impair the ability of Company to perform its obligation
      hereunder, except where contested in good faith and by appropriate
      proceedings.




28


(e)  *Inspection
      of Books, Records, Properties, Company Subsidiary Loans, Mortgage Loans, and
      Collateral* .
      Permit
      authorized representatives of Bank, its parent company or affiliates, upon
      prior
      notice to Company, (i) to discuss the business, operations, assets and financial
      condition of Company and its Subsidiaries with their officers and employees,
      (ii) to examine their books, records, information and service systems and
      properties, and make copies or extracts thereof subject to applicable laws
      with
      respect to confidentiality of customer records, including without limitation
      access to Company Subsidiaries' and the custodian's books, records, systems,
      properties, and documents, (iii) to examine and audit the Mortgage Pool records,
      individual Mortgage Loans, and related documentation and Collateral, and (iv)
      for those purposes, to visit Company's and all Company Subsidiaries' offices,
      all at such reasonable times as Bank may request. Upon the request of its
      accountants, Company shall provide its internal and independent accountants
      with
      a copy of this Agreement and shall instruct them to answer candidly and fully
      any and all questions that the officers of Bank or any authorized
      representatives of Bank may address to them in reference to the financial
      condition or affairs of Company and Company Subsidiaries. The purposes or uses
      for which Bank may use the rights of inspection, examination, and audit set
      forth in this Section shall include, without limitation, the following: (i)
      to
      ensure that Company Subsidiary Loans, their administration, and their payment
      processing remain in compliance with the terms of this Agreement; (ii) to enable
      Bank (w) to periodically sample or test the flow of payments received from
      its
      Mortgage Loan obligors to ensure that monies are being received from its
      Mortgage Loan obligors and not from other sources, (x) to see if there is any
      rise in defaults and bankruptcy filings among its Mortgage Loan obligors, (y)
      to
      confirm that payments on particular Mortgage Loans are being properly credited
      to the Related Loan, and (z) to determine the extent to which any Mortgage
      Pools
      are being supported by payments from other Mortgage Pools, and to the extent
      to
      which such payments are correspondingly supporting other outstanding Company
      Subsidiary Loans or loans made under the Sky Bank Master Agreement; and (iii)
      to
      enable Bank to periodically determine the value of the Collateral from time
      to
      time. Notwithstanding anything in this Section 6.1(e) to the contrary, provided
      no Event of Default has occurred and is continuing, Bank agrees that prior
      to
      exercising any examination, visitation or audits rights pursuant to this Section
      6.1(e), it shall consult with Sky Bank and Company in a good faith attempt
      to
      coordinate the joint exercise of such examination, visitation or audit rights
      with Sky Bank.




(f)  *Notice* .
      Give
      prompt written notice to Bank of Company's actual knowledge of (a) any
      action, suit or proceeding instituted against Company in any federal or state
      court or before any commission or other regulatory body (federal, state or
      local, domestic or foreign) which may reasonably be expected to result in
      damages of Five Hundred Thousand Dollars ($500,000.00) or more, or of any
      written notification that the filing of any such action, suit or proceeding
      against Company is imminent, and containing the details thereof, (b) the
      filing, recording or assessment of any federal, state or local tax lien of
      more
      than $100,000.00, individually or in the aggregate, against Company, or any
      of
      its assets, which lien is not released or satisfied within sixty (60) days
      and
      Company has not commenced and is not then diligently pursuing in good faith
      appropriate actions to stay enforcement of the lien or assessment or to contest
      the validity of such filing, (c) the occurrence of any Default or Event of
      Default hereunder, (d) the initiation of a legal or regulatory action or
      procedure seeking the suspension, revocation or termination of Company's
      eligibility, in any respect, as an approved lender, and issuer as described
      under Section 5.1 hereof, (e) the suspension, revocation or
      termination of any existing credit or Investor relationship made to Company
      to
      facilitate the sale and/or origination of residential mortgages, which
      termination, suspension, revocation or termination would reasonably be expected
      to have a material and adverse effect on Company’s business operations,
      (f) the transfer, revocation, termination or non-renewal of any servicing
      contract to which Company is a party, or which is held for the benefit of
      Company (but not including transfers, terminations and non-renewals in the
      ordinary course of Company’s business), which transfer, revocation, non-renewal
      or termination would reasonably be expected to have a material and adverse
      effect on Company’s business operations, and (g) any other action, event or
      condition of any nature which could reasonably be expected to lead to or result
      in a material adverse effect upon the business, operations, assets, or financial
      condition of Company or which, with or without notice or lapse of time or both,
      would constitute a default under any other material agreement, instrument or
      indenture to which Company is a party or to which Company, its properties or
      assets are subject.




29


(g)  *Payment
      of Debt, Taxes, etc* .
      Pay and
      perform all material obligations of Company promptly and in accordance with
      the
      terms thereof and pay and discharge or cause to be paid and discharged promptly
      all taxes, assessments and governmental charges or levies imposed upon Company
      or upon its income, receipts or properties before the same shall become past
      due, as well as all lawful claims for labor, materials and supplies or otherwise
      which, if unpaid, might become a Lien or charge upon such properties or any
      part
      thereof; *provided,
      however,* that
      Company shall not be required to pay taxes, assessments or governmental charges
      or levies or claims for labor, materials or supplies for which Company shall
      have obtained an adequate bond or adequate insurance or which are being
      contested in good faith and by proper proceedings which are being reasonably
      and
      diligently pursued and pursuant to which adequate reserves have been established
      if required by GAAP.




(h)  *Insurance* .
      Maintain (i) errors and omissions insurance or mortgage impairment
      insurance and blanket bond coverage, with such companies and in such amounts
      as
      satisfy prevailing FNMA, GNMA or FHLMC requirements applicable to a qualified
      mortgage originating institution, and (ii) liability insurance and fire and
      other hazard insurance on its properties, with responsible insurance companies,
      in such amounts and against such risks as is customarily carried by similar
      businesses operating in the same vicinity, and (iii) within thirty (30)
      days after notice from Bank, will obtain such additional insurance as Bank
      shall
      reasonably require, all at the sole expense of Company. Copies of all such
      policies shall be furnished to Bank without charge upon the reasonable request
      of Bank.




(i)  *Reserved* .




(j)  *Other
      Loan Obligations* .
      Perform
      in all material respects all obligations under the terms of each loan agreement,
      note, mortgage, security agreement or debt instrument by which Company is bound
      or to which any of its property is subject, and will promptly notify Bank in
      writing of the cancellation or reduction of any of its other mortgage
      warehousing lines of credit or agreements with any other lender.




(k)  *Use
      of Proceeds of Company Subsidiary Loans* .
      Cause
      the proceeds of each Company Subsidiary Loan to be used solely for the
      applicable permitted purposes set forth in Section 2.1(b) hereof.




(l)  *Due
      Diligence by Bank.* Assist
      Bank in the performance of Bank's due diligence in response to Company
      Subsidiary Loan Requests in order for Bank to gain assurance that the terms
      and
      conditions of this Agreement will be met, and also shall cause its Company
      Subsidiaries to provide such assistance.




(m)  *Minimum
      Net Worth.* The
      Company shall maintain at all times Net Worth of not less than
      $3,500,000.




(n)  *Minimum
      Pretax Net Income.* The
      Company shall maintain consolidated pretax net income of $750,000, in the
      aggregate, calculated over the then prior four (4) quarters, with not more
      than
      three (3) consecutive quarters revealing a net loss.




(o)  *Indebtedness
      to Total Assets* .
      Not
      permit Company's total indebtedness, less indebtedness due to affiliates, at
      any
      time to exceed ninety-five percent (95%) of its total assets.




30


(p)  *Custodial
      Agreement.* Maintain
      in effect the Custodial Agreement and not default in the performance, observance
      or fulfillment of any of the material obligations, covenants or conditions
      of
      Company contained therein.




(q)  *Company
      Subsidiary Compliance.* The
      Company shall cause each Company Subsidiary to fully comply with the material
      terms of this Agreement, its Note, and all related agreements or instruments
      executed and delivered to Bank in connection herewith or in connection with
      a
      Company Subsidiary Loan




*Section
      6.2.*  *Of
      Company Subsidiary.* Each
      Company Subsidiary agrees that so long as any Company Subsidiary Loan is
      outstanding or there remains any obligation of Company Subsidiary to be paid
      or
      performed under its Note, or any of its Pledged Mortgage Loans remain subject
      to
      this Agreement, Company Subsidiary shall:




(a)  *Payment
      of Note* .
      Punctually pay the principal and interest on and all other amounts due and
      payable under this Agreement or the Note in accordance with the terms
      thereof.




(b)  *Reports* .
      Make
      available, deliver or cause to be delivered to Bank such reports as set forth
      below:




(i)  Such
      reports in respect of the Pledged Mortgage Loans, in such detail and at such
      times as Bank in its reasonable discretion may request at any time or from
      time
      to time.




(ii)  Upon
      request, make available to Bank copies of audits, examinations and reports
      concerning the operations of Company Subsidiary from any Investor, Insurer
      or
      licensing authority to the extent not subject to restrictions on
      disclosure.




(iii)  Make
      available to Bank from time to time, with reasonable promptness, such further
      information regarding the business, operations of Company Subsidiary as Bank
      may
      reasonably request.




All
      reports furnished to Bank pursuant to clauses (i), (ii) and (iii) above shall
      be
      prepared on a consistent basis and, where applicable, on a consistent basis
      with
      any financial statements previously delivered by Company as at, and for the
      period ended (except to the extent otherwise required to conform to good
      accounting practice and with respect to which appropriate disclosure is
      made).




(c)  *Maintenance
      of Existence; Conduct of Business* .
      Preserve and maintain its Company Subsidiary existence in good standing and
      all
      of its rights, privileges, licenses, qualifications and franchises necessary
      or
      desirable in the normal conduct of its business, a breach of which could
      reasonably be expected to materially adversely affect its business, operations,
      assets, or financial condition or which could reasonably be expected to
      materially adversely impair the ability of Company Subsidiary to perform its
      obligations under this Agreement and the Note, including without limitation,
      its
      eligibility as an approved lender and issuer as described under
      Section 5.2(l) hereof; and make no material change in the nature or
      character of its business or engage in any business in which it was not engaged
      on the date of this Agreement.




31


(d)  *Compliance
      with Applicable Laws* .
      Comply
      with the requirements of all applicable laws, rules, regulations and orders
      of
      any governmental authority and customary industry standards, a breach of which
      could reasonably be expected to materially adversely affect its business,
      operations, assets, or financial condition or which could reasonably be expected
      to materially adversely impair the ability of Company Subsidiary to perform
      its
      obligations under this Agreement and the Note, except where contested in good
      faith and by appropriate proceedings.




(e)  *Inspection
      of Books, Records and Properties* .
      Permit
      authorized representatives of Bank, its parent company or affiliates, upon
      prior
      notice to Company Subsidiary, (i) to discuss the business, operations, assets
      and financial condition of Company Subsidiary with the officers and employees,
      (ii) to examine its books, records, information and service systems, and
      properties, and make copies or extracts thereof subject to applicable laws
      with
      respect to confidentiality of customer records, including without limitation
      access to the Custodian's books, records, systems, properties, and documents,
      (iii) to examine and audit its Mortgage Pool records, individual Pledged
      Mortgage Loans, and related documentation and Collateral, and (iv) for those
      purposes, to visit Company Subsidiary's offices, all at such reasonable times
      as
      Bank may request. Upon the request of its accountants, Company Subsidiary shall
      provide its internal and independent accountants with a copy of this Agreement
      and shall instruct them to answer candidly and fully any and all questions
      that
      the officers of Bank or any authorized representatives of Bank may address
      to
      them in reference to the financial condition or affairs of Company Subsidiary.
      The purposes or uses for which Bank may use the right of inspection,
      examination, and audit set forth in this Section shall include, without
      limitation, the following: (i) to ensure that Company Subsidiary's Loan, its
      administration, and its payment processing remain in compliance with the terms
      of this Agreement generally; (ii) to enable Bank (w) to periodically sample
      or
      test the flow of payments received from its Pledged Mortgage Loan obligors
      and
      not from other sources, (x) to see if there is any rise in bankruptcy filings
      among its Pledged Mortgage Loan obligors, (y) to see if payments on particular
      Pledged Mortgage Loans are being credited to the Related Loan properly, and
      (z)
      to determine the extent to which such payments are supporting other Company
      Subsidiary Loans or loans made under the Sky Bank Master Agreement; and (iii)
      to
      enable Bank to periodically determine the value of the Collateral from time
      to
      time. Notwithstanding anything in this Section 6.2(e) to the contrary, provided
      no Event of Default has occurred and is continuing, Bank agrees that prior
      to
      exercising any examination, visitation or audits rights pursuant to this Section
      6.2(e), it shall consult with Sky Bank and the Company Subsidiaries in a good
      faith attempt to coordinate the joint exercise of such examination, visitation
      or audit rights with Sky Bank.




32


(f)  *Notice* .
      Give
      written prompt notice to Bank of any Company Subsidiary's actual knowledge
      of
      (a) any action, suit or proceeding instituted against Company Subsidiary in
      any federal or state court or before any commission or other regulatory body
      (federal, state or local, domestic or foreign) which may reasonably be expected
      to result in damages of Two Hundred Fifty Thousand Dollars ($250,000.00) or
      more, or of any written notification that the filing of any such action, suit
      or
      proceeding against Company Subsidiary is imminent, and containing the details
      thereof, (b) the filing, recording or assessment of any federal, state or
      local tax lien of more than $100,000.00, individually or in the aggregate,
      against Company Subsidiary, or any of its assets, which lien is not released
      or
      satisfied within sixty (60) days and Company Subsidiary has not commenced and
      is
      not then diligently pursing appropriate actions in good faith to stay
      enforcement of the lien or assessment or to contest the validity of such filing,
      (c) the occurrence of any Default or Event of Default hereunder,
      (d) the initiation of a legal or regulatory action or procedure seeking the
      suspension, revocation or termination of Company Subsidiary's eligibility,
      in
      any respect, as described under Section 5.2 hereof, (e) the
      suspension, revocation or termination of any existing credit or Investor
      relationship made to a Company Subsidiary to facilitate the sale and/or
      origination of residential mortgages, which termination, suspension, revocation
      or termination would reasonably be expected to have a material and adverse
      effect on such Company Subsidiary’s business operations, (f) the transfer,
      revocation, termination or non-renewal of any servicing contract to which a
      Company Subsidiary is a party, or which is held for the benefit of a Company
      Subsidiary (but not including transfers, terminations and non-renewals in the
      ordinary course of such Company Subsidiary’s business), which transfer,
      non-renewal, revocation or termination would reasonably be expected to have
      a
      material and adverse effect on such Company Subsidiary’s business operations,
      and (g) any other action, event or condition of any nature which could
      reasonably be expected to lead to or result in a material adverse effect upon
      the business, operations, assets, or financial condition of any Company
      Subsidiary or which, with or without notice or lapse of time or both, would
      constitute a default under any other material agreement, instrument or indenture
      to which such Company Subsidiary is a party or to which such Company Subsidiary,
      its properties or assets are subject.




(g)  *Payment
      of Debt, Taxes, etc* .
      Pay and
      perform all obligations of Company Subsidiary promptly and in accordance with
      the terms thereof and pay and discharge or cause to be paid and discharged
      promptly all taxes, assessments and governmental charges or levies imposed
      upon
      Company Subsidiary or upon its income, receipts or properties before the same
      shall become past due, as well as all lawful claims for labor, materials and
      supplies or otherwise which, if unpaid, might become a Lien or charge upon
      such
      properties or any part thereof; *provided,
      however,* that
      Company Subsidiary shall not be required to pay taxes, assessments or
      governmental charges or levies or claims for labor, materials or supplies for
      which Company Subsidiary shall have obtained an adequate bond or adequate
      insurance or which are being contested in good faith and by proper proceedings
      which are being reasonably and diligently pursued, and pursuant to which
      adequate reserves have been established by Company if required by
      GAAP.




(h)  *Insurance* .
      Maintain or cause to be maintained liability insurance and fire and other
      hazard insurance on its properties, with responsible insurance companies, in
      such amounts and against such risks as is customarily carried by similar
      businesses operating in the same vicinity, and within thirty (30) days after
      notice from Bank, will obtain such additional insurance as Bank shall reasonably
      require, all at the sole expense of Company Subsidiary. Copies of all such
      policies shall be furnished to Bank without charge upon request of
      Bank.




(i)  *Reserved* .




(j)  *Other
      Loan Obligations* .
      Perform
      in all material respects all obligations under the terms of each loan agreement,
      note, mortgage, security agreement or debt instrument by which Company
      Subsidiary is bound or to which any of its property is subject, and will
      promptly notify Bank in writing of the cancellation or reduction of any of
      its
      other mortgage warehousing lines of credit or agreements with any other
      lender.




33


(k)  *Use
      of Proceeds of Company Subsidiary Loans* .
      Use the
      proceeds of Company Subsidiary Loan solely for the applicable purposes set
      forth
      in Section 2.1(b) hereof.




(l)  *Due
      Diligence by Bank.* Assist
      Bank in the performance of Bank's due diligence in response to Company
      Subsidiary Loan Request by Company Subsidiary in order for Bank to gain
      assurance that the terms and conditions of this Agreement will be met.




*Section
      6.3.*  *Special
      Affirmative Covenants Concerning Collateral* .




(a)  The
      Company and/or Company Subsidiary warrants and will defend the right, title
      and
      interest of Bank in and to the Pledged Mortgage Loans and all other Collateral
      against the claims and demands of all persons whomsoever, other than with
      respect to Permitted Liens.




(b)  The
      Company and/or Company Subsidiary shall service or cause to be serviced in
      all
      material respects all Pledged Mortgage Loans in accordance with the standard
      requirements of the issuers of the respective Purchase Commitments covering
      the
      same and all applicable governmental requirements, including without limitation
      taking all actions necessary to enforce the obligations of the obligors under
      such Pledged Mortgage Loans. The Company Subsidiary shall hold all Escrow
      Reserves collected in respect of Pledged Mortgage Loans in trust, without
      commingling the same with non-custodial funds, and apply the same for the
      purposes for which such funds were collected.




(c)  The
      Company and/or Company Subsidiary shall also execute and deliver to Bank such
      instruments of sale, pledge or assignment or transfer, and such powers of
      attorney, as reasonably required by Bank, and shall do and perform all matters
      and things necessary or desirable to be done or observed, for the purpose of
      effectively creating, maintaining and preserving the security and benefits
      intended to be afforded Bank under this Agreement. Bank shall have all the
      rights and remedies of a secured party under the Uniform Commercial Code of
      the
      State of New York, or any other applicable law, in addition to all rights
      provided for herein.




(d)  The
      Company and/or Company Subsidiary shall maintain, at its principal office (in
      trust for the benefit of Bank), or in the office of the Custodian, or in the
      office of a computer service bureau engaged by Company and/or Company Subsidiary
      and approved by Bank, and, upon request, shall make available to Bank the
      originals, or copies in any case where the original has been delivered to Bank,
      or to an Investor, of its Mortgage Notes and Mortgages included in Pledged
      Mortgage Loans, Purchase Commitments, and all related Pledged Mortgage Loan
      documents and instruments, and all files, surveys, certificates, correspondence,
      appraisals, computer programs, tapes, discs, cards, accounting records and
      other
      information and data relating to the Collateral.




(e)  Any
      and
      all payments made with respect to the individual Pledged Mortgage Loans have
      been and will be applied to such Pledged Mortgage Loan in accordance with the
      terms of the Mortgage Note and Mortgage evidencing and securing that Pledged
      Mortgage Loan, and the books, records, accounts and reports of Company and/or
      Company Subsidiary with respect to the Pledged Mortgage Loans and servicing
      contracts have been and will be prepared and maintained in accordance with
      all
      applicable Investor and Insurer requirements.




34


**ARTICLE
      VII**




**NEGATIVE
      COVENANTS**




*Section
      7.1.*  *Of
      Company.* The
      Company agrees that so long as there remains any obligation of Company or any
      Company Subsidiary to be paid or performed hereunder or under any Note, Company
      shall not, either directly or indirectly, without the prior written consent
      of
      Bank:




(a)  *Contingent
      Liabilities* .
      Other
      than obligations to Sky Bank under the Sky Bank Master Agreement, and
      obligations arising in connection with Investor loan sales and securitization
      transactions in the ordinary course of business, assume, guarantee, endorse,
      or
      otherwise become liable for the obligation of any Person which would cause
      Company to not be in compliance with the financial covenants of Section 6.1,
      or
      which contingent liability, if paid, would otherwise cause a material adverse
      change in Company’s financial condition..




(b)  *Merger;
      Sale of Assets; Acquisitions; Change in Control* .
      Except
      for the sale, securitization or purchase of loans in the ordinary course of
      the
      business, liquidate, dissolve, consolidate or merge or sell, transfer or
      otherwise dispose of, any substantial part of its assets, nor acquire
      substantially all of the assets of another if such acquisition would cause
      Company to not be in compliance with the financial covenants of Section 6.1,
      or
      would cause any Collateral to be subject to any Lien other than a Permitted
      Lien, or cause any other assets of Company or any Company Subsidiary to be
      subject to a Lien, or otherwise cause a material adverse change in Company's
      financial condition, or result in a material adverse change in Company's
      business operations, nor permit a change in ownership beneficially or of
      record of the voting stock of Company which results in Franklin Credit having
      less than a majority ownership interest in the voting stock of
      Company.




(c)  *Loss
      of Eligibility* .
      Take,
      or fail to take, any action that would cause Company to lose all or any part
      of
      its status as an eligible lender, which if not maintained in good standing
      could
      materially and adversely affect Company's business, operations, assets, or
      financial condition or which could reasonably be expected to materially and
      adversely impair the ability of Company to perform its obligation hereunder,
      as
      described under Section 5.1 hereof.




(d)  *Restricted
      Payments* .
      Without
      the consent of Bank, make any Restricted Payment with cash or other proceeds
      arising out of the Pledged Mortgage Loans or any other Collateral.




(e)  *Special
      Negative Covenants Concerning Collateral* .
      Except
      in the ordinary course of business of servicing the Pledged Mortgage Loans
      in
      accordance with reasonable and customary servicing practices in the industry
      for
      the same type of mortgage loans as the Pledged Mortgage Loans, Company shall
      not
      do or permit any of the following:






(i) cancel
      or
      terminate any of the Collateral Documents (in any capacity), or consent to
      or
      accept any cancellation or termination of any of such agreements, or materially
      amend or otherwise modify any term or condition of any of the Collateral
      Documents; settle or compromise any claim in respect of any Pledged Mortgage
      Loan or any other Collateral; or give any consent, waiver or approval under
      any
      such agreement, or waive any default under or breach of any of the Collateral
      Documents or take any other action under any such agreement not required by
      the
      terms thereof, unless (in each case) Bank shall have consented
      thereto;




35


(ii) except
      as
      permitted in Section 3.4 sell, assign, transfer or otherwise dispose of, or
      grant any option with respect to the Collateral or any interest therein;
      or




(iii) pledge
      or
      otherwise encumber (other than in respect of Permitted Liens) any of the
      Collateral, or accept consideration other than cash in payment or liquidation
      of
      the Collateral.




*Section
      7.2.*  *Covenants
      Of Company Subsidiary.* Each
      Company Subsidiary agrees that so long its Company Subsidiary Loan is
      outstanding or there remains any obligations of such Company Subsidiary to
      be
      paid or performed under its Note, or any of its Pledged Mortgage Loans remain
      subject to this Agreement, Company Subsidiary shall not take the following
      actions which could reasonably be expected to materially and adversely impact
      Company or Company Subsidiary's ability to perform under this Agreement, either
      directly or indirectly, without the prior written consent of Bank:




(a)  *Contingent
      Liabilities* .
      Other
      than obligations to Sky Bank under the Sky Bank Master Agreement, and
      obligations arising in connection with Investor loan sales and securitization
      transactions in the ordinary course of business, assume, guarantee, endorse,
      or
      otherwise become liable for the obligation of any Person except by endorsement
      of negotiable instruments for deposit or collection in the ordinary course
      of
      business.




(b)  *Merger;
      Sale of Assets; Acquisitions; Change in Control* .
      Except
      for the sale, securitization, or purchase of loans in the ordinary course of
      the
      business, liquidate, dissolve, consolidate or merge or sell, transfer or
      otherwise dispose of, any substantial part of its assets, or acquire
      substantially all of the assets of another, or permit ownership beneficially
      or
      of record of the voting stock of Company Subsidiary which results in Company
      having an ownership interest of less than one hundred percent (100%) of the
      voting stock of Company Subsidiary.




(c)  *Additional
      Indebtedness.* Create,
      incur, assume or suffer to exist any Debt other than (i) the Debt of such
      Company Subsidiary in respect of Company Subsidiary Loans and (ii) unsecured
      trade payables incurred in the ordinary course of business.




(d)  *Related
      Party Transactions.* Enter
      into, or be a party to any transaction which will result in or create a monetary
      obligation between the parties to the transaction in excess of $100,000 in
      the
      aggregate, with any affiliate of Company, except for (a) the transactions
      contemplated by the this Agreement, including without limitation, the
      transactions contemplated by the Administrative Services Agreement and the
      servicing agreement with Company and (b) to the extent not otherwise
      prohibited under this Agreement, other transactions in the nature of employment
      contracts and directors' fees, upon fair and reasonable terms materially no
      less
      favorable to it than would be obtained in a comparable arm's-length transaction
      with a person not an affiliate.




(e)  *Investments
      & Subsidiaries.* Form,
      or
      cause to be formed, any subsidiaries; or make or suffer to exist any loans
      or
      advances to, or extend any credit to, or make any investments (by way of
      transfer of property, contributions to capital, purchase of stock or securities
      or evidences of indebtedness, acquisition of the business or assets, or
      otherwise) in, any affiliate or any other Person.




36


(f)  *Distributions
      or Payments of Company Subsidiary.* Without
      the consent of Bank, cause to be paid to itself, or receive, or accept any
      payments or distributions from the Pledged Mortgage Loans except to the extent
      set forth in Section 2.5 hereof.




(g)  *Special
      Negative Covenants Concerning Collateral* .
      Except
      in the ordinary course of business of servicing the Pledged Mortgage Loans
      in
      accordance with reasonable and customary servicing practices in the industry
      for
      the same type of mortgage loans as the Pledged Mortgage Loans, no Company
      Subsidiary shall do or permit any of the following:






(i) cancel
      or
      terminate any of the Collateral Documents (in any capacity), or consent to
      or
      accept any cancellation or termination of any of such agreements, or materially
      amend or otherwise modify any term or condition of any of the Collateral
      Documents; settle or compromise any claim in respect of any Pledged Mortgage
      Loan or any other Collateral; or give any consent, waiver or approval under
      any
      such agreement, or waive any default under or breach of any of the Collateral
      Documents or take any other action under any such agreement not required by
      the
      terms thereof, unless (in each case) Bank shall have consented
      thereto;




(ii) except
      as
      permitted in Section 3.4 sell, assign, transfer or otherwise dispose of, or
      grant any option with respect to the Collateral; or




(iii) pledge
      or
      otherwise encumber (other than in respect of Permitted Liens) any of the
      Collateral or any interest therein, or accept consideration other than cash
      in
      payment or liquidation of the Collateral.





**ARTICLE
      VIII**




**DEFAULTS;
      REMEDIES**




*Section
      8.1.*  *Events
      of Default* .
      The
      occurrence of any of the following conditions or events shall be an event of
      default ("Event of Default") under this Agreement:




(a)  Failure
      of any Company Subsidiary to pay any installment of principal and/or interest
      when due or required under its Note or this Agreement, and whether at stated
      maturity, by acceleration, or otherwise; or failure of Company or any Company
      Subsidiary to otherwise pay any other sum when due by Company or such Company
      Subsidiary under this Agreement or under any other agreement related hereto,
      and
      such default shall have continued unremedied for fifteen days or more after
      receipt of written notice thereof to Company; or




(b)  Failure
      of Company or any Company Subsidiary to pay, or any default in the payment
      of
      any principal or interest on, any indebtedness or in the payment of any
      contingent obligation which are in the aggregate amount of One Hundred Thousand
      Dollars ($100,000.00) or more; or breach or default with respect to any other
      material term of any indebtedness or of any loan agreement, note, mortgage,
      security agreement, indenture or other agreement relating thereto, if the effect
      of such failure, default or breach is to cause, or to permit the holder or
      holders thereof (or a trustee on behalf of such holder or holders) to cause,
      indebtedness of Company, Company Subsidiary or any other Subsidiaries of Company
      in the aggregate amount of more than One Hundred Thousand Dollars ($100,000.00)
      or more to become or be declared due prior to its stated maturity;
      or




37


(c)  Failure
      of Company to perform or comply with any term or condition applicable to it
      contained in Section 7.1 of this Agreement, or failure of any Company Subsidiary
      to perform or comply with any term or condition applicable to it contained
      in
      Section 7.2 of this Agreement; or




(d)  Any
      of
      Company's or Company Subsidiaries' representations or warranties made herein
      or
      in any statement or certificate at any time given by Company or any Company
      Subsidiary in writing pursuant hereto or in connection herewith shall be false
      in any material respect on the date as of which made; or




(e)  The
      Company or any Company Subsidiary shall default in the performance of or
      compliance with any term contained in this Agreement other than those referred
      to above in Sections 8.1 (a), (b), (c) or (d) and such default shall not have
      been remedied or waived within thirty (30) days after receipt of notice from
      Bank of such default, provided,
      however, that as to any default that cannot be cured by the payment of money
      only and that cannot reasonably be cured with such thirty (30) day period,
      in
      the event that Company or Company Subsidiary commences the cure of such
      non-monetary default within such thirty (30) day period, then, in such case,
      the
      thirty (30) day cure period shall be extended so long as Company or Company
      Subsidiary diligently pursues and prosecutes such cure to completion, provided
      further, however, that the aggregate cure period shall not exceed ninety (90)
      days ;
      or




(f)  (i) A
      court having jurisdiction shall enter a decree or order for relief in respect
      of
      Company or any Company Subsidiary in an involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, which
      decree or order is not stayed; or (ii) any other similar relief shall be
      granted under any applicable federal or state law; or a decree or order of
      a
      court having jurisdiction for the appointment of a receiver, liquidator,
      sequestrator, trustee, custodian or other officer having similar powers over
      Company or any Company Subsidiary, or over all or a substantial part of their
      respective properties, shall have been entered; or the involuntary appointment
      of an interim receiver, trustee or other custodian of Company or any Company
      Subsidiary for all or a substantial part of its respective property; or the
      issuance of a warrant of attachment, execution or similar process against any
      substantial part of the property of Company or of any Company Subsidiary, and
      the continuance of any such events in this clause (ii) for sixty (60) days
      unless dismissed, bonded off or discharged; or




(g)  The
      Company or any Company Subsidiary shall have an order for relief entered with
      respect to it or commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, or shall consent
      to
      the entry of an order for relief in an involuntary case, or to the conversion
      to
      an involuntary case, under any such law, or shall consent to the appointment
      of
      or taking possession by a receiver, trustee or other custodian for all or a
      substantial part of its property; the making by Company or any Company
      Subsidiary of any assignment for the benefit of creditors; or the inability
      or
      failure of Company or any Company Subsidiary, or the admission by Company or
      any
      Company Subsidiary in writing of its inability, to pay its debts as such debts
      become due; or




38


(h)  Any
      money
      judgment, writ or warrant of attachment, or similar process involving in any
      case an amount in excess of One Hundred Thousand Dollars ($100,000.00) shall
      be
      entered or filed against Company or any Company Subsidiary or any of their
      respective assets and shall remain undischarged, unvacated, unbonded or unstayed
      for a period of sixty (60) days or in any event later than five (5) days prior
      to the date of any proposed sale thereunder; or




(i)  Any
      order, judgment or decree shall be entered against Company or any Company
      Subsidiary decreeing the dissolution, liquidation or split up of Company or
      any
      Company Subsidiary and such order shall remain undischarged or unstayed for
      a
      period in excess of thirty (30) days, provided, however, such event shall not
      be
      an Event of Default if within such thirty (30) day period Company or such
      Company Subsidiary has filed an action to discharge or stay such action and
      is
      diligently pursuing such procedures by all appropriate measures and no acts
      have
      occurred pursuant to such order, judgment or decree to commence the actual
      liquidation, dissolution, or splitting up of Company or such Company Subsidiary;
      or




(j)  The
      Company or any Company Subsidiary shall purport to disavow its obligations
      hereunder or under any Note or shall commence a legal proceeding to contest
      the
      validity or enforceability hereof or thereof; or Bank's security interest in
      any
      portion of the Collateral shall become unenforceable or otherwise impaired
      as
      the result of the actions of Company or a Company Subsidiary; or




(k)  An
      event
      of default shall occur under the terms of the Warehouse Line of Credit
      Agreement, the Franklin Line of Credit or the Sky Bank Master Agreement;
      provided that Bank shall have given Company five (5) Business Days’ notice of
      its intention to declare an Event of Default hereunder as the result of such
      default.




*Section
      8.2.*  *Remedies
      Relating to Events of Default.* **




(a)  Upon
      the
      occurrence of any Event of Default described in Sections 8.1(f) or (g) the
      unpaid principal amount of and accrued interest on any obligation owed by
      Company hereunder to Bank, and the unpaid principal amount of and accrued
      interest on any and all outstanding Notes from each Company Subsidiary and
      any
      other sums otherwise due from Company Subsidiaries hereunder shall automatically
      become due and payable, without presentment, demand or other requirements of
      any
      kind, all of which are hereby expressly waived by Company and each Company
      Subsidiary, and the obligation of Bank to make Company Subsidiary Loans shall
      thereupon terminate.




(b)  Upon
      the
      occurrence of any Event of Default other than those described in
      Sections 8.1(f) or (g), Bank may, by written notice to Company, declare all
      or any portion of any obligation owed by Company to Bank, and all or any portion
      of the unpaid principal amount of and accrued interest on any one or more or
      all
      outstanding Notes from any one or more of Company Subsidiaries and any other
      sums otherwise due from Company Subsidiaries hereunder to be due and payable
      whereupon the same shall forthwith become due and payable, together with all
      accrued interest thereon, and the obligation of Bank to make Company Subsidiary
      Loans shall thereupon terminate.




39


(c)  Upon
      the
      occurrence of any Event of Default, Bank may also do any one or more or all
      of
      the following with respect to any Collateral:




(i)  Foreclose
      upon or otherwise enforce its security interest in and Lien on all of the
      Collateral or on any portion thereof.




(ii)  Notify
      all obligors of Collateral, or on any portion thereof, that the Collateral
      has
      been assigned to Bank and that all payments thereon are to be made directly
      to
      Bank, or to such other party as may be designated by Bank; settle, compromise,
      or release, in whole or in part, any amounts owing on the Collateral by any
      such
      obligor or Investor, or any portion of the Collateral, on terms acceptable
      to
      Bank; enforce payment and prosecute any action or proceeding with respect to
      any
      and all Collateral; and where any such Collateral is in default, foreclose
      on
      and enforce security interests in, such Collateral by any available judicial
      procedure or, if permitted by applicable law, without judicial process and
      sell
      property acquired as a result of any such foreclosure.




(iii)  Act,
      or
      contract with a qualified third party to act, as servicer of all or any item
      of
      Collateral requiring servicing and perform all obligations required in
      connection with Purchase Commitments, such reasonable third party's fees to
      be
      paid by Company.




(iv)  Exercise
      all rights and remedies of a secured creditor under the Uniform Commercial
      Code
      of the State of New York or the state in which the Collateral is located,
      including but not limited to selling the collateral at public or private sale.
      Bank shall give Company not less than sixty (60) days' notice of any such public
      sale or of the date after which private sale may be held. The Company agrees
      that sixty (60) days' notice shall be reasonable notice. At any such sale the
      Collateral may be sold as an entirety or in separate parts, as Bank may
      determine. Bank may, without notice or publication, adjourn any public or
      private sale or cause the same to be adjourned from time to time by announcement
      at the time and place fixed for the sale, and such sale may be made at any
      time
      or place to which the same may be so adjourned. In case of any sale of all
      or
      any part of the Collateral on credit or for future delivery, the Collateral
      so
      sold may be retained by Bank until the selling price is paid by the purchaser
      thereof, but Bank shall not incur any liability in case of the failure of such
      purchaser to take up and pay for the Collateral so sold and, in case of any
      such
      failure, such Collateral may again be sold upon like notice. Bank may, however,
      instead of exercising the power of sale herein conferred upon it, proceed by
      a
      suit or suits at law or in equity to collect all amounts due upon all or any
      portion of the Collateral or to foreclose the pledge and sell all or any portion
      of the Collateral under a judgment or decree of a court or courts of competent
      jurisdiction, or both.




(v)  Proceed
      against Company on any obligation owed by Company to Bank or proceed against
      any
      one or more Company Subsidiaries under the Notes.




40


(vi)  Pursue
      any other rights and/or remedies available at law or in equity against Company
      and/or Company Subsidiaries.




(d)  Bank
      may,
      but shall not be obligated to, advance any sums or do any act or thing necessary
      to uphold and enforce the Lien and priority of, or the security intended to
      be
      afforded by, any Pledged Mortgage Loan, including, without limitation, payment
      of delinquent taxes or assessments and insurance premiums. All advances,
      charges, costs and expenses, including reasonable attorneys' fees and
      disbursements, incurred or paid by Bank in exercising any right, power or remedy
      conferred by this Agreement, or in the enforcement hereof, shall be paid by
      Company or Company Subsidiary upon demand, shall be secured by the Collateral,
      and until paid, shall bear interest from the date of demand at the Post-Default
      Rate.




(e)  No
      failure on the part of Bank to exercise, and no delay in exercising, any right,
      power or remedy provided hereunder, at law or in equity shall operate as a
      waiver thereof; nor shall any single or partial exercise by Bank of any right,
      power or remedy provided hereunder, at law or in equity preclude any other
      or
      further exercise thereof or the exercise of any other right, power or remedy.
      The remedies herein provided are cumulative and are not exclusive of any
      remedies provided at law or in equity.




(f)  Notice
      to
      Company for purposes of this Section 8.2 shall be deemed to be notice to each
      and every Company Subsidiary.




*Section
      8.3.*  *Application
      of Proceeds* .
      Unless
      otherwise required by applicable law, the proceeds of any sale or other
      enforcement of Bank's security interest in all or any part of the Collateral
      shall be applied by Bank in such order of priority as Bank may determine at
      its
      sole discretion, including, without limitation, the following:




(a)  To
      the
      payment of the costs and expenses of such sale or enforcement, including
      reasonable compensation to Bank's agents and counsel, and all expenses,
      liabilities and advances made or incurred by or on behalf of Bank in connection
      therewith;




(b)  To
      the
      payment of any other amounts due under any one or more of the Notes (whether
      for
      principal or interest or otherwise), in such order and manner as Bank elects;




(c)  To
      the
      payment of any other amounts due by Company or by any one or more of Company
      Subsidiaries under this Agreement, in such order and manner as Bank elects;




If
      the
      proceeds of any such sale are insufficient to cover the costs and expenses
      of
      such sale, as aforesaid, and the payment in full of the Note(s), of all amounts
      due under this Agreement, and all other amounts due thereunder or hereunder,
      the
      Company Subsidiary(ies) and/or Company, as appropriate, shall remain liable
      for
      any deficiency.




*Section
      8.4.*  *Bank
      Appointed Attorney-in-Fact.* Bank is
      hereby appointed the attorney-in-fact of Company, and of each Company
      Subsidiary, after the occurrence and during the continuance of an Event of
      Default hereunder, with full power of substitution, for the purpose of carrying
      out the provisions hereof, and of Company Subsidiary Loans and Notes of parties
      hereto, and taking any action and executing any instruments which Bank may
      deem
      necessary or advisable to accomplish the purposes hereof or thereof, after
      the
      occurrence and during the continuance of an Event of Default hereunder, which
      appointment as attorney-in-fact is irrevocable and coupled with an interest,
      unless the interest to which it is coupled has been extinguished. Without
      limiting the generality of the foregoing, Bank shall have the right and power
      to
      give notices of its security interest in the Collateral to any Person, either
      in
      the name of Company, in the name of Company Subsidiary, or in its own name,
      after the occurrence and during the continuance of an Event of Default hereunder
      to endorse all Pledged Mortgage Loans payable to the order of Company or Company
      Subsidiary, or, after the occurrence and during the continuance of an Event
      of
      Default hereunder, to receive, endorse and collect all checks made payable
      to
      the order of Company or Company Subsidiary, representing any payment on account
      of the principal of or interest on, or the proceeds of sale of, any of the
      Pledged Mortgage Loans and to give full discharge for the same and execute
      any
      and all instruments in writing whatever kind and nature, if they be necessary,
      and be necessary and deemed proper by Bank to effectively assure its appropriate
      lien position in the Collateral and in the Pledged Mortgage Loans.




41


*Section
      8.5.*  *Right
      of Set-off* .
      If any
      Company Subsidiary or Company shall default in the payment of any Note or this
      Agreement, any interest accrued thereon, or any other sums which may become
      payable hereunder or thereunder when due, or in the performance of any of its
      or
      their other obligations or liabilities thereunder or hereunder, Bank shall
      have
      the right, at any time and from time to time, without prior notice, to set-off
      and to appropriate or apply any and all deposits of money or property or any
      other indebtedness at any time held or owing by Bank or a parent company,
      affiliate, or subsidiary to or for the credit of the account of Company or
      any
      Company Subsidiary against and on account of the obligations and liabilities
      of
      Company and Company Subsidiaries under this Agreement or any Note, irrespective
      of whether or not Bank shall have made any demand thereunder or hereunder and
      whether or not said obligations and liabilities shall have matured; provided,
      however, Bank shall promptly notify Company subsequent to Bank exercising any
      such set-off; and provided, further, that the aforesaid right of set-off shall
      not apply to (a) any payments and/or deposits delivered to Bank through a lock
      box or otherwise, on behalf of or for the account of Sky Bank in accordance
      with
      the Intercreditor Agreement, or on behalf of or for the account of any other
      third party, or (b) any Escrow Reserves held on behalf of the mortgagors or
      other third parties under Mortgage Loans whether or not pledged to Bank or
      other
      third parties, including Sky Bank.




*Section
      8.6.*  *Cost
      of Enforcement* .
      The
      Company and each Company Subsidiary agree to pay all costs and expenses of
      Bank,
      including reasonable attorney's fees, arising in connection with the enforcement
      of, or collection of amounts payable under, this Agreement, any Note or other
      documents and instruments related hereto and thereto.




**ARTICLE
      IX**




**REIMBURSEMENT
      OF EXPENSES; INDEMNITY**




The
      Company or the Company Subsidiary, as appropriate, shall:




*Section
      9.1.*  *Payments
      of Taxes* .
      Pay,
      and hold Bank and each holder of any Note harmless from and against, any, and
      all, present and future stamp, documentary and other similar taxes with respect
      to the Pledged Mortgage Loans and save Bank and the holder or holders of each
      Note harmless from and against any and all liabilities with respect to or
      resulting from any delay or omission to pay such taxes. The obligations of
      Company and Company Subsidiaries under this Section 9.1 shall survive the
      repayment of the Notes and Company Subsidiary Loans and the termination of
      this
      Agreement and the other Loan Documents.




42


*Section
      9.2.*  *Indemnification* .
      Indemnify, pay and hold harmless Bank and any of its officers, directors,
      employees or agents and any subsequent holder of any Note from and against
      any
      and all liabilities, obligations, losses, damages, penalties, judgments, suits,
      costs, expenses and disbursements of any kind whatsoever (the "Indemnified
      Liabilities") (excluding any such Indemnified Liabilities resulting from failure
      by Bank to perform any of its obligations under this Agreement, or any Note,
      or
      any other document referred to herein or therein as established in a suit
      between Company and/or Company Subsidiary and Bank which may be the same suit
      in
      which indemnification is being sought hereunder by Bank and any liabilities
      arising from Bank's negligence, gross negligence or willful misconduct) which
      may be imposed upon, incurred by or asserted against Bank or such holder in
      any
      way relating to or arising out of this Agreement, any Note, or any other
      document referred to herein or therein or any of the transactions contemplated
      hereby or thereby to the extent that any such Indemnified Liabilities result
      (directly or indirectly) from (a) the material inaccuracy or incompleteness
      of any representation or warranty made by Company or by any Company Subsidiary
      in this Agreement, or in any schedule, statement, exhibit or certificate
      furnished by Company or any Company Subsidiary pursuant to this Agreement,
      or
      any Note, or (b) the failure by Company or by any Company Subsidiary to
      observe or perform any term or provision of this Agreement, or of any agreement
      executed in connection herewith, or any Note, or (c) any claims made, or any
      actions, suits or proceedings commenced or threatened, by or on behalf of any
      creditor, bank or security holder (excluding Bank and the holder or holders
      of
      any Note), shareholder, mortgagor, customer (including, without limitation,
      any
      person or entity having any dealings of any kind with Company or Company
      Subsidiary (excluding Bank and the holder or holders of any Note)), trustee,
      director, officer, employee and/or agent of Company or Company Subsidiary acting
      in such capacity, Company, Company Subsidiary, or any governmental regulatory
      body or authority. The obligations of Company and Company Subsidiaries under
      this Section 9.2 shall survive the repayment of the Notes and Company Subsidiary
      Loans and the termination of this Agreement and the other Loan
      Documents.




**ARTICLE
      X**




**ADMINISTRATIVE
      SERVICES; PAYMENT PROCESSING; SERVICING**




*Section
      10.1.*  *Administrative
      Services Agreement* .




(a)  Within
      a
      reasonable period of time following the execution of the Agreement, Company
      and
      Company Subsidiary shall become a party to, and shall maintain in effect, an
      administrative services agreement with Franklin Credit (the "Administrative
      Services Agreement") reasonably acceptable to Bank, which covers the provision
      by Franklin Credit of any and all administrative services necessary or helpful
      for Company and each Company Subsidiary to operate their business and for the
      payment by Company and each such Company Subsidiary to Franklin Credit of
      reasonable compensation for those services with respect to the Pledged Mortgage
      Loans. Those services shall include, without limitation, the handling of such
      matters as: safe-keeping and administration of Mortgage Loan Documents (other
      than those which have been delivered to Bank or the Custodian); processing
      of
      and record-keeping for Mortgage Loan payments; insurance; government reporting;
      Mortgage Loan administration and collection; and compliance with this Agreement
      with respect to the Pledged Mortgage Loans.




43


(b)  In
      the
      event that the terms of the Administrative Services Agreement should conflict
      with the terms of this Agreement or with the Lockbox Agreement, the terms of
      this Agreement or of the Lockbox Agreement shall prevail.




(c)  Upon
      an
      Event of Default, (i) Bank, with the consent of Sky Bank, shall have the right
      to terminate the Administrative Services Agreement and transfer servicing to
      its
      designee, (ii) Company will cause Franklin Credit, to service the Pledged
      Mortgage Loans for the benefit of Bank as if Bank was the owner of the Pledged
      Mortgage Loans until such time as Bank and Sky Bank have mutually terminated
      the
      Administrative Services Agreement, and (iii) Company will cooperate with Bank
      and cause Franklin to cooperate with Bank to effect a transfer of the servicing
      of the Pledged Mortgage Loans in connection with any such termination of the
      Administrative Services Agreement.




(d)  The
      Company covenants to maintain or cause the servicing of the Pledged Mortgage
      Loans to be maintained in conformity with reasonable and customary servicing
      practices in the industry for the same type of mortgage loans as the Pledged
      Mortgage Loans and in a manner at least equal in quality to the servicing
      Company provides for mortgage loans which it owns. In the event that the
      preceding language is interpreted as constituting one or more servicing
      contracts, each such servicing contract shall terminate automatically upon
      the
      earliest of (i) an Event of Default or (ii) the date on which this Agreement
      terminates.




**ARTICLE
      XI**




**MISCELLANEOUS**




*Section
      11.1.*  *Relationships
      of Parties* .
      The
      relationship between Bank and each Company Subsidiary is limited to that of
      creditor/secured party, on the one hand, and borrower, on the other hand. The
      relationship between Bank and Company is limited to that of creditor/secured
      party, on the one hand, and contract obligor and parent of Company Subsidiaries,
      on the other hand. The provisions herein for compliance with financial covenants
      and delivery of financial statements are intended solely for the benefit of
      Bank
      to protect its interests as lender in assuring performance of the obligations
      hereunder and under the Notes, and nothing contained herein or therein shall
      be
      construed as permitting or obligating Bank to act as a financial or business
      advisor or consultant to Company or a Company Subsidiary, or as permitting
      or
      obligating Bank to control Company or a Company Subsidiary, or to conduct
      Company's or a Company Subsidiary's operations, or as creating any joint
      venture, agency, fiduciary, trustee, or other relationship among the parties
      other than as explicitly and specifically stated herein. The Company and each
      Company Subsidiary acknowledge that they have had the opportunity to obtain
      the
      advice of experienced counsel of their own choosing in connection with the
      negotiation and execution of this Agreement and the Notes and to obtain the
      advice of such counsel with respect to all matters contained herein and therein.
      The Company and Company Subsidiary further acknowledge that they are experienced
      with respect to financial and credit matters and have made their own independent
      decisions to execute and deliver this Agreement.




44


*Section
      11.2.*  *Recourse* .
      The
      Company and each Company Subsidiary each acknowledge and agree that they are
      each fully liable for repayment of all Company Subsidiary Loans made to them,
      and/or all sums due by them hereunder, or under the applicable Note and for
      performance of all obligations contained in this Agreement and in such Note.
      Furthermore, Company and each Company Subsidiary acknowledge and agree (i)
      that
      Company Subsidiary Loans hereunder are made, were made and will be made by
      Bank,
      in addition to other requirements set forth herein, based upon the condition
      precedent, and in consideration of (in addition to any other consideration),
      the
      granting of the security interest in the Collateral by Company and each Company
      Subsidiary which jointly and severally secure and assure the repayment of all
      Company Subsidiary Loans, now existing or hereafter made by Bank and (ii) that
      without the granting of the security interest in the Collateral by Company
      and
      each Company Subsidiary as security for and to assure the repayment of all
      Company Subsidiary Loans made under this Agreement, such Company Subsidiary,
      nor
      any other Company Subsidiary, would be granted or have the benefit of its
      respective Company Subsidiary Loan under this Agreement. Each Company Subsidiary
      and Company agree as follows:




(i)  Without
      good cause, neither the Company or any Company Subsidiary shall assert, file
      or
      exercise any permissive defense, counterclaim, claim or right to bring any
      third
      party actions in any proceedings or action brought by Bank to enforce its rights
      under this Agreement or any Note against any one or more of Company or Company
      Subsidiary based on joinder of any other Company Subsidiary and/or Company,
      contribution, subrogation, reimbursement or any other legal or equitable claims
      involving the liability of any Company Subsidiary or Company to
      another;




(ii)  To
      unconditionally and absolutely waive any claim based on marshalling of assets;
      and




(iii)  To
      the
      extent, if any, not prohibited by law, until payment in full of all Company
      Subsidiary Loans and all other sums due hereunder or under the Note, to
      unconditionally waive and forbear from asserting any benefits or rights under
      Section 105 or any other provisions of the U.S. Bankruptcy Code to invoke the
      automatic stay resulting from the bankruptcy of any other Company Subsidiary
      or
      Company.




*Section
      11.3.*  *Notices* .
      All
      notices, demands, consents, requests and other communications required or,
      permitted to be given or made hereunder (collectively, "Notices") shall, except
      as otherwise expressly provided hereunder, be in writing and shall be delivered
      in person or telegraphed or mailed, first class, **** return
      receipt requested, postage prepaid, or by overnight delivery service or by
      telecopy or other telecommunications device addressed to the respective parties
      hereto at their respective addresses hereinafter set forth or, as to any such
      party, at such other address as may be designated by it in a Notice to the
      other. All Notices shall be conclusively deemed to have been properly given
      or
      made when duly delivered, in person or by overnight delivery service or by
      telecopy or other telecommunications device, or if mailed on the third Business
      Day after being deposited in the mails or when delivered to the telegraph
      company, addressed as follows:




45




If
                  to Company:
              
              Tribeca
                  Lending Corp.
                C/O
                  Franklin Credit Management Corporation
                101
                  Hudson Street, 25thFloor
                Jersey
                  City, New Jersey 07302
                Attention:
                  Mr. Joseph Caiazzo
                President
                Facsimile
                  No. 201-604-1818With
                  a copy to:
              
              Tribeca
                  Lending Corp.
                C/O
                  Franklin Credit Management Corporation
                101
                  Hudson Street, 25thFloor
                Jersey
                  City, New Jersey 07302
                Attention:
                  General Counsel
                Facsimile
                  No. 201-604-1818If
                  to Bank:
              
              C/o
                Bank
                  of Scotland
                565
                  Fifth Avenue
                New
                  York, New York 10017
                Attn:
                  Christine Renard
                Senior
                  Vice President
                Facsimile
                  No.: (212) 883-6610With
                  a Copy To:
              
              Sullivan
                  & Worcester LLP
                One
                  Post Office Square
                Boston,
                  Massachusetts 02109
                Attention:
                  John G. Balboni, Esq.
                Facsimile
                  Number: (617) 338-2880





*Section
      11.4.*  *Terms
      Binding Upon Successors; Survival* .
      The
      terms and provisions of this Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and permitted
      assigns. All representations, warranties, covenants and agreements herein
      contained on the part of Company or of any Company Subsidiary shall survive
      the
      making of the applicable Company Subsidiary Loan and the execution of the
      applicable Note, and shall be effective so long as there remains any obligation
      of Company hereunder, or any obligation of a Company Subsidiary under the
      applicable Note to be paid or under this Agreement to be performed. All
      representations, warranties, covenants, and agreements contained in any Note
      and
      in this Agreement on the part of any Company Subsidiary shall survive the making
      of the applicable Company Subsidiary Loan and the execution of such Note and
      this Agreement, and shall be effective so long as such Company Subsidiary Loan
      is outstanding or there remains any obligations of any Company Subsidiary under
      any Note to be paid or under this Agreement to be performed.




46


*Section
      11.5.*  *Assignment* .
      This
      Agreement may not be assigned by Company or by any Company Subsidiary. This
      Agreement, each Note, along with, Bank's security interest in any or all of
      the
      Collateral, may be transferred or assigned, in whole or in part, by Bank in
      its
      sole discretion and any such transferee or assignee thereof may enforce this
      Agreement, such Note, and such security interest, provided, however, any
      transfer or assignment of Bank's rights and obligations under this Agreement
      shall only be made pursuant to (i) a successor by merger to Bank or (ii) a
      third
      party institutional lender with sufficient capital and experience in with
      commercial credits of a size and nature similar to the transactions evidenced
      hereby and being otherwise reasonably acceptable to Company.




*Section
      11.6.*  *Amendments* .
      This
      Agreement may not be modified or amended or waived unless such modification,
      waiver or amendment is in writing signed by Bank and Company. All such written
      amendments, modifications and extensions to this Agreement and any other
      agreements related hereto executed by Company shall be binding upon each Company
      Subsidiary to the same extent as if such amendment, modification or extension
      had been executed by each such Company Subsidiary, and each such Company
      Subsidiary shall thereafter be bound by any such amendments, modifications
      and
      extensions.




*Section
      11.7.*  *No
      Waiver; Remedies Cumulative* .
      No
      failure or delay on the part of Company, any Company Subsidiary, or Bank or
      any
      holder of any Note in exercising any right, power or privilege hereunder, or
      under any Note, and no course of dealing between or among Company, any Company
      Subsidiary, and Bank or the holder of any Note, shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or
      privilege hereunder or thereunder preclude any other or further exercise thereof
      or the exercise of any other right, power or privilege hereunder or thereunder.
      The rights and remedies herein and therein expressly provided are cumulative
      and
      not exclusive of any rights or remedies which Company, Company Subsidiary,
      or
      Bank or the holder of any Note would otherwise have. No notice to or demand
      on
      Company or any Company Subsidiary in any case shall entitle Company or such
      Company Subsidiary to any other or further notice or demand in similar or other
      circumstances or constitute a waiver of the rights of Bank or the holder of
      any
      Note to any other or further action in any circumstances without notice or
      demand.




*Section
      11.8.*  *Invalidity* .
      In case
      any one or more of the provisions contained in this Agreement, any Note, or
      in
      any other agreement or instrument related hereto shall for any reason be held
      to
      be invalid, illegal, or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provisions hereof
      or
      thereof, and this Agreement, such Note, or such other instruments or agreements
      shall be construed as if such invalid, illegal or unenforceable provision had
      not been included.




*Section
      11.9.*  *Participations* .
      Bank
      may from time to time sell or otherwise grant participations in any Note, to
      third party participants which are institutional lenders with sufficient capital
      and experience in with commercial credits of a size and nature similar to the
      transactions evidenced hereby and being otherwise reasonably acceptable to
      Company, and pursuant to which Bank shall remain as the lead lender and
      servicer, and the holder of any such participation, if the participation
      agreement so provides, (a) shall, with respect to its participation, be
      entitled to all of the rights of Bank, and (b) may exercise any and all
      rights of setoff or banker's lien with respect thereto, in each case as fully
      as
      though Company or the applicable Company Subsidiary were directly indebted
      to
      the holder of such participation in the amount of such participation; provided,
      however, that Company or such Company Subsidiary shall not be required to send
      or deliver to any of the participants other than Bank any of the materials
      or
      notices required to be sent or delivered by it under the terms of this
      Agreement, nor shall it have to act except in compliance with the instructions
      of Bank.




47


*Section
      11.10.*  *Integration* .
      This
      Agreement, together with each Note and other documents executed pursuant to
      the
      terms hereof and thereof, constitute the entire agreement between or among
      the
      parties hereto and thereto, with respect to the subject matter hereof and
      thereof.




*Section
      11.11.*  *Additional
      Instruments, etc* .
      The
      Company and each Company Subsidiary shall execute and deliver such further
      instruments, and shall do and perform all matters and things necessary or
      expedient to be done or observed, for the purpose of effectively creating,
      maintaining and preserving the security and benefits intended to be afforded
      by
      this Agreement.




*Section
      11.12.*  *Governing
      Law* .
      This
      Agreement and the rights and obligations of the parties hereunder, under each
      Note and under other documents executed pursuant to the terms hereof and thereof
      shall be construed in accordance with and governed by the laws of the State
      of
      New York (excluding the laws applicable to conflicts or choice of law). For
      any
      dispute arising under this Agreement or in connection herewith, Company and
      each
      Company Subsidiary hereby irrevocably submit to, consent to, and waive any
      objection to, the jurisdiction of the courts of the State of New York and the
      United States Courts for the Southern District of New York and the courts of
      the
      State of Ohio and the United States Courts for the Northern District of Ohio.
      Trial by jury is waived by Company and each Company Subsidiary.




*Section
      11.13.*  *Company
      and Company Subsidiary Information* .
      The
      Company and each Company Subsidiary hereby authorize Bank to provide any
      Affiliate of Bank with information regarding them, including copies of
      documents, financial statements, corporate records and reports, obtained by
      Bank
      from them or any other entity during the course of the negotiation or
      administration of this Agreement.




*Section
      11.14.*  *Counterparts.* This
      Agreement may be executed in one or more counterparts by Bank, Company, and
      Company Subsidiaries on separate counterpart signature pages, each of which
      when
      so executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument.




48


*Section
      11.15.*  *Privacy
      and Security; Confidentiality* .




(a)  Bank
      acknowledges that Company and each of the Company Subsidiaries are required
      to
      safeguard nonpublic personal information of their respective customers. This
      duty to safeguard personal information requires Company and the Company
      Subsidiaries to ensure that third parties who may observe or obtain nonpublic
      personal information also safeguard this information to the same extent.
      Accordingly, Bank agrees and represents and warrants that Bank shall, at all
      times, comply with the requirements of the Gramm-Leach-Bliley Act, Pub. L.
      106-102, as amended, and its implementing regulations, with respect to
      maintaining the confidentiality and security of nonpublic personal information
      of Company’s customers in connection with Bank’s rights under this Agreement.
      Bank acknowledges that all documents and information furnished to or obtained
      by
      Bank, whether in written or verbal form, relating to the personal, non-public
      information of Company’s and the Company Subsidiary’s customers (collectively,
      the “Confidential Information”), constitute valuable assets of, and are
      proprietary to, Company, the Company Subsidiaries and its affiliates.
      Accordingly, Bank agrees not to disclose (whether directly or indirectly) or
      use
      any Confidential Information except as required to carry out its duties under
      the Agreement or as required by law. Third party disclosures made in the
      ordinary course of Bank’s business (including, without limitation, in connection
      with any proposed participation interest in, or assignment of Bank’s interest
      under, this Agreement or any Note) are permitted, provided they are solely
      in
      furtherance of Bank’s duties under this Agreement and are made to a party bound
      by privacy and security provisions consistent herewith. Bank agrees to establish
      and maintain procedures reasonably designed to assure the security of all
      Confidential Information. This Privacy and Security Section 11.15 shall survive
      termination of the Agreement.




(b)  Bank
      furthermore agrees (on behalf of itself and each of its respective affiliates,
      directors, officers, employees and representatives) to use reasonable
      precautions to keep confidential, in accordance with safe and sound banking
      practices, any non-public information supplied to Bank by Franklin Credit,
      Company or any Company Subsidiary, provided that nothing herein shall limit
      the
      disclosure of any such information (i) to the extent required by applicable
      law,
      (ii) to counsel for the Bank, (iii) to bank examiners, and Bank's auditors
      or
      accountants, (iv) to the extent that such information is already publicly known
      not as result of any breach of this Section, (v) to any *bona
      fide* assignee
      or participant (or prospective *bona
      fide* assignee
      or participant) so long as such assignee or participant (or such prospective
      assignee or participant) agrees in writing to be bound by the provisions of
      this
      Section, or (vi) in connection with any litigation to which  Bank is a
      party; provided, that unless specifically prohibited by applicable law or court
      order, the Bank shall make reasonable efforts to notify Franklin Credit or
      Company of any request by any governmental agency or representative thereof
      for
      disclosure of any such non-public information prior to disclosure of such
      information, and provided further, that in no event shall Bank be obligated
      or
      required to return any materials furnished by Franklin Credit, Company or any
      Company Subsidiary.




[Signatures
      are located on the following page.]





49





In
      Witness Whereof ,
      the
      parties have caused this Agreement to be duly executed as of the date first
      above written.




Company:TRIBECA
              LENDING
              CORP.By:JOSEPH
              CAIAZZOPRESIDENT Company Subsidiary:TRIBECA
              LI 2005
              CORP.By:JOSEPH
              CAIAZZOPRESIDENT Bank:BOS
              (USA)
              INC.By:KAREN
              WEICHASSISTANT
              VICE
              PRESIDENT


50


**EXHIBIT
      A**





**Company
      Subsidiary Loan Request Form** ****


[Date ]


BoS (USA)
      I nc .


565
      Fifth
      Avenue


New
      York,
      New York 10017


Attn:
      ______________________







Ladies/Gentlemen:





This
      letter is a request for you to make a Company Subsidiary Loan to us to refinance
      the Sky Bank Subsidiary Loan in the outstanding principal amount of
      $_____________ which is secured by the Related Mortgage Pool consisting of
      the
      Mortgage Loans listed in Appendix I hereto, pursuant to the Master Credit and
      Security Agreement (the " *Agreement* ")
      entered into as of March 24, 2006, between Tribeca Lending Corp. (the
      " *Company* "),
      BoS (USA)
      I nc . (the
      " *Bank* ")
      and
      each Company Subsidiary that is a party thereto, as follows:




Company
      Subsidiary:


Requested
      Company Subsidiary Loan Amount:


Requested
      funding date:


Mortgage
      Loans requested to be funded in connection with such Related Mortgage Pool:
      See
      Appendix I hereto: *[Appendix
      I to Transaction Request Letter will list Mortgage Loans]*


Mortgage
      Pool Value:








All
      capitalized terms used herein shall have the meaning assigned thereto in the
      Agreement.




[COMPANY
              SUBSIDIARY]By:Name:Title:





Appendix
      I to Company Subsidiary Loan Request


Proposed
      Mortgage Pool





Description
      of Mortgage Loans


[Attached]





A-2


**EXHIBIT
      C**





**Collateral
      Documents**




|· | Approved
              Loan Proposal
|- | ------------------------------------

|· | Application
|- | -----------

|· | Loan
              Summary
|- | --------------------------

|· | Credit
              Report along with corresponding FICO
              scores
|- | ------------------------------------------------------------------------------

|· | Verified
              collateral insurance
|- | -------------------------------------------

|· | Appraisal
              made out to Tribeca Lending Corp. (where
              applicable)
|- | ------------------------------------------------------------------------------------------

|· | Flood
              Determination
|- | ---------------------------------

|· | Flood
              insurance (if necessary)
|- | --------------------------------------------

|· | VOE
              (where applicable)
|- | ------------------------------------

|· | VOM
              (where applicable)
|- | ------------------------------------

|· | VOD
              (where applicable)
|- | ------------------------------------




(a)  the
      original Mortgage Note bearing a blank endorsement "Pay to the order of
      _________, without recourse" and signed by an authorized officer. To the extent
      that there is no room on the face of the Mortgage Notes for endorsements, the
      endorsement may be contained on an allonge, if state law so allows and the
      Custodian is so advised by Company that state law so allows;




(b)  the
      original of any guarantee executed in connection with the Mortgage
      Note;




(c)  if
      available, the original Mortgage with evidence of recording thereon. If in
      connection with any Mortgage Loan, Company cannot deliver or cause to be
      delivered the original Mortgage with evidence of recording thereon on or prior
      to the Funding Date because of a delay caused by the public recording office
      where such Mortgage has been delivered for recordation or because such Mortgage
      has been lost or because such public recording office retains the original
      recorded Mortgage, Company shall deliver or cause to be delivered to the
      Custodian, a photocopy of such Mortgage, together with (i) in the case of a
      delay caused by the public recording office, an Officer's Certificate of Company
      stating that such Mortgage has been dispatched to the appropriate public
      recording office for recordation and that the original recorded Mortgage or
      a
      copy of such Mortgage certified by such public recording office to be a true
      and
      complete copy of the original recorded Mortgage will be promptly delivered
      to
      the Custodian upon receipt thereof by Company; or (ii) in the case of a Mortgage
      where a public recording office retains the original recorded Mortgage or in
      the
      case where a Mortgage is lost after recordation in a public recording office,
      a
      copy of such Mortgage certified by such public recording office to be a true
      and
      complete copy of the original recorded Mortgage;




(d)  the
      original assignment of Mortgage for each Mortgage Loan, in form and substance
      acceptable for recording. The assignment of Mortgage shall be delivered in
      blank;







(e)  if
      available, the original mortgagee policy of title insurance or, in the event
      such original title policy is unavailable, a true and complete copy of the
      related policy binder or commitment for title; and




(f)  security
      agreement, chattel mortgage or equivalent document executed in connection with
      the Mortgage, if any.




From
      time
      to time, Company shall cause to be forwarded to Bank additional original
      documents, additional documents evidencing an assumption, modification,
      consolidation or extension of a Mortgage Loan. All such mortgage documents
      held
      by the Custodian as to each Mortgage Loan shall constitute the " *Collateral
      Documents* ".





C-2


**EXHIBIT
      D**





List
      of
      Related Mortgage Pools for each Company Subsidiary Loan





**EXHIBIT E**





**Form
      of Promissory Note**




$________________  New
      York,
      New York




_________
      ____, 2006




FOR
      VALUE
      RECEIVED, ____________________________ (the "Borrower"), hereby unconditionally
      promises to pay to the order of BOS (USA) INC. (the "Bank"), a Delaware
      corporation, at its office located at 565 Fifth Avenue, New York, New York
      10017, or such other address as the holder of this Note may designate to
      Borrower in writing, the principal sum of ______________________________________
      AND ____/100 DOLLARS ($_____________) ,
      together with interest on the unpaid principal amount hereof at an initial
      interest rate of __________% per
      annum. The interest rate will be adjusted monthly, on the first day of each
      month, in accordance with the terms and provisions of the Loan Agreement (as
      hereinafter defined) and upon the occurrence and during the continuance of
      an
      Event of Default this Note shall bear interest at the Post-Default Rate (as
      defined in the Loan Agreement).




This
      Note
      shall be for a term of Thirty Six (36) months. Beginning __________________,
      2006, and on the first day of each month thereafter, there shall be due and
      payable equal monthly principal and interests payments of ___________________________________________________AND
      _____/100 DOLLARS ($________________) ,
      calculated based upon a fully amortizing level payment 240 month amortization
      schedule, provided, however, Bank reserves the right to adjust the monthly
      payment amount from time to time based upon changes in the interest rate hereon
      if, as the result of such interest rate change, "negative amortization" will
      occur (i.e. the amount of the scheduled principal and interest payment will
      not
      be sufficient to pay accrued and unpaid interest). The entire unpaid principal
      amount outstanding under this Note shall be payable on the three-year
      anniversary of the date hereof.





Amounts
      payable on this Note are payable in lawful money of the United States of America
      in good and immediately available funds at the offices of Bank, or at such
      other
      address as the holder of the Note may designate in writing.




If
      this
      Note or any installment hereof becomes due and payable on a Saturday, Sunday
      or
      public holiday under the laws of the State of New York, the due date thereof
      shall be extended to the next succeeding full Business Day.




This
      Note
      is a Note referred to in and is subject to the terms, conditions and covenants
      of, and is secured by certain collateral as more fully described and provided
      in, a certain Master Credit and Security Agreement, dated as of March 24, 2006,
      among Bank, Tribeca Lending Corp., and other subsidiaries of Tribeca Lending
      Corp., and to which Borrower has become a party to on or about even date
      herewith, (the "Loan Agreement"), and Borrower acknowledges receiving a copy
      of
      and becoming a party to said Loan Agreement), provided, however, reference
      to
      the Loan Agreement and to the collateral does not affect or impair the absolute
      and unconditional obligation of the Borrower to pay the principal of and
      interest on this Note when due.







This
      Note
      is subject to mandatory prepayment in whole or in part as provided in the Loan
      Agreement. Upon the occurrence of an Event of Default, the principal of, and
      accrued interest on, this Note may be declared to be due and payable in the
      manner and with the effect provided in the Loan Agreement. Prepayment of the
      loan evidenced by this Note is subject to the terms of the Loan Agreement.




This
      Note
      shall be construed in accordance with and governed by the laws of the State
      of
      New York without giving effect to the principles thereof relating to the
      conflict of laws. For any dispute arising under this Note or in connection
      herewith, the Borrower hereby irrevocably submits to, consents to, and waives
      any objection to, the jurisdiction of the courts of the State of New York and
      the United States Courts for the Southern District of New York. Trial by jury
      is
      waived by the Borrower for collection hereof.




In
      the
      event that any one or more of the provisions of this Note shall for any reason
      be held to be invalid, illegal or unenforceable, in whole or in part, or in
      any
      respect, or in the event that any one or more of the provisions of this Note
      shall operate, or would prospectively operate, to invalidate this Note, then,
      and in any such event, such provision or provisions only shall be deemed to
      be
      null and void and of no force or effect and shall not affect any other provision
      of this Note, and the remaining provisions of this Note shall remain operative
      and in full force and effect and shall in no way be affected, prejudiced or
      disturbed thereby.




It
      is the
      intention of the parties hereto to comply strictly with the usury laws of the
      State of New York and applicable Federal law; therefore, it is agreed that
      notwithstanding any provision to the contrary in this Note, no such provision
      shall require the payment or permit the collection of interest in excess of
      the
      maximum amount permitted by law.




Except
      to
      the extent provided in the Loan Agreement, the Borrower and every endorser
      and
      guarantor of this Note or the obligation represented hereby waive presentment,
      demand, notice, protest and all other demands and notice in connection with
      the
      delivery, acceptance, performance, default or enforcement of this Note, assent
      to any extension or postponement of the time of payment or any other indulgence,
      to any substitution, exchange or release of collateral and to the addition
      or
      release of any other party primarily or secondarily liable.




_______________________________


By:
      _________________________


Its:
      _________________________








E-2


**EXHIBIT
      F**





**Form
      of Security Agreement**





THE
      LIEN
      AND SECURITY INTEREST GRANTED PURSUANT TO THIS SECURITY AGREEMENT AND THE
      EXERCISE OF ANY RIGHT OR REMEDY BY THE SECURED PARTY HEREUNDER ARE SUBJECT
      TO
      THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AGREEMENT (THE "INTERCREDITOR
      AGREEMENT") DATED AS OF MARCH 24, 2006 AMONG BOS (USA) INC., SKY BANK, TRIBECA
      LENDING CORP. AND THE SUBSIDIARIES OF TRIBECA LENDING CORP. FROM TIME TO TIME
      PARTY THERETO. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
      INTERCREDITOR AGREEMENT AND THIS SECURITY AGREEMENT, THE TERMS OF THE
      INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.








This
      Security Agreement is entered into as of this ___ day of March, 2006 by
      ___________________ and _____________________________, each subsidiaries of
      (the
“Subsidiaries”; such
      Subsidiaries, together with the Company any other subsidiary of the Company
      which from time to time becomes a Grantor pursuant to Section 5 hereof, a
      "Grantor" and collectively, the "Grantors") Tribeca
      Lending Corp., a New York corporation (the "Company"), for the benefit of BOS
      (USA) Inc., a Delaware corporation ("BOS").




WHEREAS,
      the Company and certain subsidiaries of the Company have requested that BOS
      enter into that certain Master Credit and Security Agreement, dated as of March
      24, 2006 (as the same may be amended, restated or otherwise modified from time
      to time, the "Master Agreement"), among the Company and the subsidiaries of
      the
      Company party thereto (collectively, with the Company, the "BOS Borrowers") and
      make
      loans (collectively, the "BOS Loans") to the BOS Borrowers upon the terms and
      subject to the conditions set forth therein;





WHEREAS,
      the Company and certain subsidiaries of the Company have requested that Sky
      Bank
      enter into that certain Master Credit and Security Agreement, dated as of
      February 28, 2006 (as the same may be amended, restated or otherwise modified
      from time to time, the "Sky Master Agreement"), among the Company and the
      subsidiaries of the Company which from time to time become a party thereto
      (collectively, with the Company, the "Sky Borrowers") and
      make
      loans (collectively, the "Sky Loans") from time to time upon the terms and
      subject to the conditions set forth therein;





WHEREAS,
      the Company and the Subsidiaries have requested that Sky Bank make a Sky Loan
      to
      the Subsidiaries;





WHEREAS,
      it is a condition precedent to Sky Bank making such Sky Loans that, as
      additional security for all BOS Loans, BOS be granted a lien and security
      interest (junior to the security interest of Sky Bank in accordance with the
      terms and provisions of that certain Intercreditor Agreement) in all collateral
      pledged or pledgable by Grantors as security for the Sky Loans in order
      that, as additional security for the Sky Loans, Sky Bank shall be granted,
      and
      BOS shall consent to, a lien and security interest (junior to the security
      interest of BOS in accordance with the terms and provisions of the Intercreditor
      Agreement) in favor of Sky Bank in all collateral
      pledged or pledgable to BOS as security for the BOS Loans ;








WHEREAS,
      neither BOS nor Sky Bank would enter into the Master Agreement nor the Sky
      Master Agreement, respectively, but for the reciprocal cross collateralization
      contemplated therein and effectuated herein; and





WHEREAS,
      the Grantors are each Subsidiaries of the Company and are significantly
      dependent upon the Company and the other Subsidiaries of the Company for
      financial and other support and will benefit directly and indirectly from the
      Master Agreement and the Sky Master Agreement and from the BOS Loans and the
      Sky
      Loans made pursuant thereto.





NOW
      THEREFORE, in
      order
      to induce BOS to make the BOS Loans and Sky Bank to make Sky Loans and for
      other
      good and valuable consideration given, the receipt and sufficiency of which
      is
      hereby acknowledged, each Grantor agrees as follows:





SECTION
      1. Security
      Interest . As
      security for the payment in full of all BOS Loans and all other existing and
      hereafter arising indebtedness of the BOS Borrowers under the Master Agreement,
      each Grantor does hereby convey to BOS a security interest (subject to the
      first
      priority security interest in favor of Sky Bank) in all rights, titles and
      interests of such Grantor in and to all Collateral
      (as defined in the Sky Master Agreement) in which Sky Bank has been granted
      a
      security interest pursuant to Section 3.1 of the Sky Master Agreement (other
      than the Sky Account).




The
      foregoing security interest and lien shall remain in effect until all
      indebtedness secured hereby has been paid in full and the commitment of BOS
      to
      make BOS Loans shall have expired, provided, however, if Sky Bank shall release
      its security interest in any portion of the Collateral pursuant to Section
      3.4
      of the Sky Master Agreement, then BOS shall be deemed to have automatically
      released its security interest in the same contemporaneously with the release
      by
      Sky Bank. By accepting the benefits of this Agreement, BOS agrees that in the
      event all indebtedness secured hereby shall be paid in full and the commitment
      of BOS to make BOS Loans shall have expired, BOS shall promptly deliver or
      release all Collateral in its possession to the applicable Grantor or as
      otherwise provided in the Intercreditor Agreement, and shall execute and deliver
      such assignments and other instruments and documents reasonably requested by
      the
      applicable Grantors to vest title in the Collateral to such Grantor.




Upon
      the
      request of BOS, each Grantor shall execute any further document or instrument
      reasonably requested by BOS to further evidence, perfect or effectuate the
      security interests and liens granted herein. Furthermore, each Grantor (a) hereby authorizes BOS to
      sign
      (if required) and file financing statements at any time with respect to any
      of
      the Collateral, without such financing statements being executed by, or on
      behalf of, Grantor, (b) shall, at any time on request of BOS ,
      execute
      or cause to be executed financing statements in respect of any Collateral,
      and
      (c) shall
      reasonably cooperate to provide any information reasonably required by BOS
      in
      connection with the filing of financing statements with respect to the
      Collateral .





F-2


SECTION
      2. Warranties . Each
      Grantor represents and warrants to BOS that, as of the date of this
      Agreement:





(i)  each
      representation and warranty of such Grantor set forth in Section 5.3 of the
      Sky
      Master Agreement, which representations and warranties are hereby incorporated
      herein by reference with the same force and effect as though expressly set
      forth
      herein with respect to BOS, is true and correct (except that the security
      interest in the Collateral granted to BOS herein is junior to the security
      interest of Sky Bank in such Collateral); and




(ii)  such
      Grantor has the power and authority to execute, deliver and perform this
      Agreement, and all other documents contemplated hereby and thereby and the
      execution, delivery and performance of this Agreement by such Grantor has been
      duly and validly authorized by all necessary corporate action on the part of
      such Grantor (none of which actions have been modified or rescinded, and all
      of
      which actions are in full force and effect) and does not conflict with or
      violate any provision of law or of the articles of organization, bylaws or
      operating agreement of such Grantor.




SECTION
      3. Inspection .
      BOS is
      hereby granted all rights (other than rights of access to data system(s))
      relating to the Collateral which are granted to Sky Bank pursuant to Section
      6.2(e) of the Sky Master Agreement which rights are hereby incorporated herein
      by reference with the same force and effect as though expressly set forth herein
      with respect to BOS.





SECTION
      4. Default . Upon
      the
      occurrence and during the continuance of any Event of Default under and as
      defined in the Master Agreement:





(i)  BOS,
      subject to the terms and conditions of the Intercreditor Agreement, shall have
      all of the rights and remedies granted to Sky Bank pursuant to Sections 8.2
      and
      8.3 of the Sky Master Agreement, which rights and remedies are hereby
      incorporated herein by reference with the same force and effect as though
      expressly set forth herein with respect to BOS; and




(ii)  as
      and to
      the extent provided in the Sky Master Agreement, BOS is hereby appointed the
      attorney-in-fact of each Grantor, with full power of substitution, for the
      purpose of carrying out the provisions hereof and taking any action and
      executing any instruments which BOS may deem necessary or advisable to
      accomplish the purposes hereof, which appointment as attorney-in-fact is
      irrevocable and coupled with an interest. Without limiting the generality of
      the
      foregoing, so long as an Event of Default has occurred and is continuing under
      the Master Agreement, BOS shall have the right and power to (a) give notices
      of
      its security interest in the Collateral to any person, either in the name of
      such Grantor or in its own name, (b) endorse all Pledged Mortgage Loans payable
      to the order of such Grantor, or (c) receive, endorse and collect all checks
      made payable to the order of such Grantor representing any payment on account
      of
      the principal of or interest on, or the proceeds of sale of, any of the Pledged
      Mortgage Loans and to give full discharge for the same and execute any and
      all
      instruments in writing whatever kind and nature, if they be necessary, and
      be
      necessary and deemed proper by BOS to effectively assure its appropriate lien
      position in the Collateral, provided, however the exercise of such power of
      attorney in any and all events being subject to the
      terms and conditions of the Intercreditor Agreement and the rights of Sky Bank
      as the first priority lien holder in the Collateral.




F-3


SECTION
      5. Additional
      Grantors .
      Each
      subsidiary of the Company which after the date hereof becomes a party to the
      Sky
      Master Agreement or grants collateral to secure obligations under the Sky Master
      Agreement shall, as contemplated in Section 3.7 of the Master Agreement, be
      made
      a party hereto as an additional Grantor by executing a joinder hereto in the
      form attached as Exhibit A hereto. No consent or other action by any other
      Grantor shall be required in order for any such subsidiary to become an
      additional Grantor hereunder.





SECTION
      6. Waivers .
      Each
      Grantor waives presentment, demand, notice, protest, notice of acceptance of
      this Agreement, notice of any loans made, credit or other extensions granted,
      collateral received or delivered and any other action taken in reliance hereon
      and all other demands and notices of any description, except for such demands
      and notices as are expressly required to be provided to such Grantor under
      this
      Agreement. Each Grantor waives, to the full extent permitted by law, the benefit
      of all appraisement, valuation, stay, extension and redemption laws now or
      hereafter in force and all rights of marshaling in the event of any sale or
      disposition of any of the Collateral. Each Grantor assents to any extension
      or
      postponement of the time of payment or any other forgiveness or indulgence,
      to
      any substitution, exchange or release of Collateral, to the addition or release
      of any party or person primarily or secondarily liable, to the acceptance of
      partial payment thereon and the settlement, compromise or adjustment of any
      thereof, all in such manner and at such time or times as BOS may deem advisable.
      Subject to the terms and provisions of the Intercreditor Agreement, BOS may
      exercise its rights with respect to the Collateral without resorting, or regard,
      to other collateral or sources of reimbursement for the BOS Loans. BOS shall
      not
      be deemed to have waived any of its rights with respect to the Collateral unless
      such waiver is in writing and signed by BOS. No delay or omission on the part
      of
      BOS in exercising any right and no course of dealing shall operate as a waiver
      of such right or any other right. A waiver on any one occasion shall not bar
      or
      waive the exercise of any right on any future occasion. All rights and remedies
      of BOS in the Collateral, whether evidenced hereby or by any other instrument
      or
      papers, are cumulative and not exclusive of any remedies provided by law or
      any
      other agreement, and may be exercised separately or concurrently.





SECTION
      7. General
      Provisions .





(a)
      Capitalized terms not otherwise defined herein shall have the meaning ascribed
      to such terms in the Sky Master Agreement.





(b) This
      Agreement is binding upon each Grantor and BOS and their respective successors
      and assigns and shall inure to the benefit of BOS and its successors and assigns
      as and to the extent provided in the BOS Master Agreement. No Grantor may assign
      its rights or obligations hereunder without the prior written consent of BOS,
      and any such purported assignment shall be void .




F-4


(c)
      No
      waiver of any part of this Agreement or of any breach hereof, shall constitute
      a
      waiver of any subsequent breach or justify or authorize the non-observance
      of
      any other part of this Agreement.




(d)
      All
      rights, interests and remedies herein granted to BOS shall be cumulative of
      all
      other rights, interests and remedies now or hereafter granted to or acquired
      by
      BOS.




(e)
      Any
      notice, request, demand, or other communication shall be given via overnight
      courier or United States first class certified or registered mail, addressed
      to
      such party receiving notice at the respective address appearing on the signature
      page to this Agreement, or to such other address as may be furnished in writing
      to the other party and shall be deemed received on the next business day if
      sent
      via overnight courier and on the third business day after mailing if sent via
      certified or registered mail.





(f) This
      Agreement and the rights and obligations of the parties hereunder shall be
      construed in accordance with and governed by the laws of the State of New York
      (excluding the laws applicable to conflicts or choice of law).





(g)
      For
      any dispute arising under this Agreement or in connection herewith, each Grantor
      hereby irrevocably submits to, consents to, and waives any objection to, the
      jurisdiction of the courts of the State of New York, County of New York and
      the
      United States Courts for the Southern District of New York and the courts of
      the
      State of Ohio and the United States Courts for the Northern District of Ohio.
      Trial by jury is waived by each Grantor.




(h)
      The
      descriptive headings of the various provisions of this Agreement are inserted
      for convenience of reference only and shall not affect the meaning or
      construction of any of the provisions of this Agreement.




(i)
      This
      Agreement may be executed in any number of counterparts, and by each of the
      parties hereto on the same or separate counterparts, each of which shall be
      deemed to be an original and all of which taken together shall constitute one
      and the same agreement. Telecopied signatures hereto shall be of the same force
      and effect as an original of a manually signed copy.




(j)
      No
      provisions of this Agreement shall be waived, amended or supplemented except
      by
      a written instrument executed by BOS.




(k)
      Each
      Grantor acknowledges, agrees and recognizes that the Sky Loans made to
      Subsidiaries pursuant to the Sky Master Agreement would not be made to
      Subsidiaries unless, and it is an express condition to the making of such Sky
      Loans to Subsidiaries that, all collateral securing the Sky Loans also secure
      the BOS Loans so as to enable Sky Bank to obtain a corresponding second priority
      security interest in all now existing and hereafter arising collateral securing
      the BOS Loans as additional security for the Sky Loans, and each Grantor is
      entering into this Agreement in order to satisfy such condition precedent to
      such Sky Loan. Each
      Grantor acknowledges that BOS and Sky Bank have been induced to enter into
      the
      Master Agreement and Sky Master Agreement, respectively, because of, among
      other
      things, the security interest and lien granted herein.





F-5


IN
      WITNESS WHEREOF, each Grantor has caused this Agreement to be executed this
      _____ day of _______________, 20______.





_______________________________





By:
      ___________________________





Its:
      ____________________________





F-6


**JOINDER
      TO SECURITY AGREEMENT**








JOINDER
      TO SECURITY AGREEMENT ,
      dated
      as of _________ ___, 20___ (the " Joinder
      Agreement "),
      by
      __________ a _____________ (" Additional
      Grantor "),
      in
      favor of BOS (USA) INC. a Delaware corporation ("BOS").





WITNESSETH:




WHEREAS,
      Tribeca Lending Corp. (the " Company ") and
      certain Subsidiaries of the Company have requested that BOS enter into that
      certain Master Credit and Security Agreement, dated as of March 24, 2006 (as
      the
      same may be amended, restated or otherwise modified from time to time, the
      "Master Agreement"), among the Company and the subsidiaries of the Company
      from
      time to time party thereto (collectively, with the Company, the "BoS Borrowers") and
      to
      make loans (collectively, the "Company Subsidiary Loans") from time to time
      to
      the BoS Borrowers upon the terms and subject to the conditions set forth
      therein;





WHEREAS,
      the Company and certain Subsidiaries of the Company have requested that Sky
      Bank
      enter into that certain Master Credit and Security Agreement, dated as of
      February 28, 2006 (as the same may be amended, restated or otherwise modified
      from time to time, the "Sky Bank Master Agreement"), among the Company and
      the
      subsidiaries of the Company from time to time party thereto (collectively,
      the
      "Sky Bank Borrowers") and
      to
      make loans (collectively, the "Sky Bank Loans") from time to time to the Sky
      Bank Borrowers upon the terms and subject to the conditions set forth therein;





WHEREAS,
      Additional Grantor has requested that Sky Bank make a Sky Bank Loan to
      Additional Grantor;





WHEREAS,
      it is a condition precedent to Sky Bank making such Sky Bank Loan that, as
      additional security for all Company Subsidiary Loans, BOS be granted a lien
      and
      security interest in all collateral
      pledged or pledgable by Additional Grantor as security for the Sky Bank
      Loans in order
      that, as additional security for the Sky Bank Loans, Sky Bank shall be granted,
      and BOS consent to, a lien and security interest in favor of Sky Bank in all collateral
      pledged or pledgable to BOS to secure the Company Subsidiary Loans ;





WHEREAS,
      Additional Grantor is a subsidiary of the Company and is significantly dependent
      upon the Company and other subsidiaries of the Company for financial and other
      support and will benefit directly and indirectly from the Master Agreement
      and
      the Sky Bank Master Agreement and the Sky Bank Loans and the Company Subsidiary
      Loans made thereunder;





NOW,
      THEREFORE, in order to induce Sky Bank to make the Sky Bank Loan and BOS to
      make
      Company Subsidiary Loans and for other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, Additional Grantor
      and
      BOS hereby agree as follows:







SECTION 1.  Joinder .
      Pursuant to Section 5 of that certain Security Agreement, dated as of March
      24,
      2006, by the Sky Bank Borrowers party
      thereto in
      favor
      of BOS (as the same may be amended, restated or otherwise modified from time
      to
      time, the "Security Agreement"), effective as of the date hereof Additional
      Grantor hereby joins in and is made a Grantor party to the Security Agreement
      for all purposes thereof, and grants to BOS a continuing lien upon and security
      interest in the Collateral thereof to secure the payment in full of all
      Subsidiary Company Loans and all other existing and hereafter arising
      indebtedness of the BoS Borrowers under the Master Agreement, and shall have
      all
      of the rights and obligations of a Grantor thereunder, as fully as if listed
      as
      a Grantor directly therein and a direct signatory thereto.




SECTION
      2. Counterparts .
      This
      Joinder Agreement may be executed in any number of counterparts, and by each
      of
      the parties hereto on the same or separate counterparts, each of which shall
      be
      deemed to be an original and all of which taken together shall constitute one
      and the same agreement. Telecopied signatures hereto shall be of the same force
      and effect as an original of a manually signed copy.




SECTION
      3. Assignment .
      This
      Joinder Agreement is binding upon Additional Grantor and BOS and their
      respective successors and assigns and shall inure to the benefit of BOS and
      its
      successors and assigns. Additional Grantor may not assign its rights or
      obligations hereunder without the prior written consent of BOS, and any such
      purported assignment shall be void.




SECTION
      4. Amendment .
      No
      provisions of this Joinder Agreement shall be waived, amended or supplemented
      except by a written instrument executed by BOS and Additional
      Grantor.




SECTION
      5. Governing
      Law .
      THIS
      JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT
      WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.




SECTION
      6. Jurisdiction .
      For any
      dispute arising under this Joinder Agreement or in connection herewith,
      Additional Grantor hereby irrevocably submits to, consents to, and waives any
      objection to, the jurisdiction of the courts of the State of New York and the
      United States Courts for the Southern District of New York. Trial by jury is
      waived by Additional Grantor. Nothing herein shall affect the right of BOS
      to
      bring actions and proceedings against Additional Grantor in the courts of any
      other jurisdiction.




SECTION
      7. Headings .
      The
      descriptive headings of the various provisions of this Joinder Agreement are
      inserted for convenience of reference only and shall not affect the meaning
      or
      construction of any of the provisions of this Joinder Agreement.




[Remainder
      of page intentionally left blank]





2





IN
      WITNESS WHEREOF, Additional Grantor has duly executed and delivered this Joinder
      Agreement as of the date first above written.






Address:[ADDITIONAL
              GRANTOR]By:Name:Title:








**Schedule
      I**





**Sky
      Bank Subsidiary Loans**








PageARTICLE
                I
            Definitions
            1Section
                1.1.
            Defined
                Terms
            1Section
                1.2.
            Other
                Definitional Provisions.
            8ARTICLE
                II
            The
                Credit
            8Section
                2.1.
            Loans.
            8Section
                2.2.
            Procedures
                for Obtaining Company Subsidiary Loans
            9Section
                2.3.
            Note
            9Section
                2.4.
            Interest.
            9Section
                2.5.
            Payments.
            10Section
                2.6.
            Reserved.
            12Section
                2.7.
            Method
                of Making Payments
            12Section
                2.8.
            Net
                Payments
            12Section
                2.9.
            Direct
                Payments
            13Section
                2.10.
            Success
                Fees
            13Section
                2.11.
            Mandatory
                Prepayments of Company Subsidiary Loans.
            13ARTICLE
                III
            Collateral
            14Section
                3.1.
            Assignments
                and Grants of Security Interest by Company and Company
                Subsidiary
            14Section
                3.2.
            Reserved.
            16Section
                3.3.
            Reserved.
            16Section
                3.4.
            Sale
                to Investor or Syndication Transaction
            16Section
                3.5.
            Collection
                and Servicing Rights
            16Section
                3.6.
            Return
                of Collateral
            17Section
                3.7.
            Cross
                – Collateralization to Sky Bank Master Agreement.
            17ARTICLE
                IV
            Conditions
                Precedent
            18Section
                4.1.
            Effectiveness
                of Agreement
            18Section
                4.2.
            Relating
                to a Company Subsidiary Loan
            18Section
                4.3.
            Acceptance
                of Proceeds
            20ARTICLE
                V
            Representations
                and Warranties
            20Section
                5.1.
            By
                Company
            20Section
                5.2.
            By
                Company Subsidiary
            22Section
                5.3.
            Special
                Representations Concerning Collateral
            24ARTICLE
                VI
            Affirmative
                Covenants
            27Section
                6.1.
            Of
                Company
            27Section
                6.2.
            Of
                Company Subsidiary
            31Section
                6.3.
            Special
                Affirmative Covenants Concerning Collateral.
            34ARTICLE
                VII
            Negative
                Covenants
            35




i


Section
                7.1.
            Of
                Company
            35Section
                7.2.
            Covenants
                Of Company Subsidiary
            36ARTICLE
                VIII
            Defaults;
                Remedies
            37Section
                8.1.
            Events
                of Default
            37Section
                8.2.
            Remedies
                Relating to Events of Default.
            39Section
                8.3.
            Application
                of Proceeds
            41Section
                8.4.
            Bank
                Appointed Attorney‐in‐Fact
            41Section
                8.5.
            Right
                of Set‐off
            42Section
                8.6.
            Cost
                of Enforcement
            42ARTICLE
                IX
            Reimbursement
                of Expenses; Indemnity
            42Section
                9.1.
            Payments
                of Taxes
            42Section
                9.2.
            Indemnification
            43ARTICLE
                X
            Administrative
                Services; Payment Processing; Servicing
            43Section
                10.1.
            Administrative
                Services Agreement.
            43ARTICLE
                XI
            Miscellaneous
            44Section
                11.1.
            Relationships
                of Parties
            44Section
                11.2.
            Recourse
            45Section
                11.3.
            Notices
            45Section
                11.4.
            Terms
                Binding Upon Successors; Survival
            46Section
                11.5.
            Assignment
            47Section
                11.6.
            Amendments
            47Section
                11.7.
            No
                Waiver; Remedies Cumulative
            47Section
                11.8.
            Invalidity
            47Section
                11.9.
            Participations
            47Section
                11.10.
            Integration
            48Section
                11.11.
            Additional
                Instruments, etc
            48Section
                11.12.
            Governing
                Law
            48Section
                11.13.
            Company
                and Company Subsidiary Information
            48Section
                11.14.
            Counterparts
            48Section
                11.15.
            Privacy
                and Security; Confidentiality.
            49







ii